Exhibit 10.2
FIFTH AMENDMENT OF OFFICE BUILDING LEASE
THIS FIFTH AMENDMENT OF OFFICE BUILDING LEASE (“Amendment”) is made this 26th day of September 2018 (“Effective Date”), by and between 255 South King Street Limited Partnership, a Washington limited partnership (“Landlord”) and Avalara, Inc., a Washington corporation (“Tenant”).
RECITALS
A. Landlord and Tenant entered into that certain Office Building Lease dated June 9, 2016, as amended by that First Amendment of Office Building Lease dated June 1, 2017, by that Second Amendment of Office Building Lease dated October 11, 2017, by that Third Amendment of Office Building Lease dated November 29, 2017, and that Fourth Amendment of Office Building Lease dated February 19, 2018 (collectively, and together with this Amendment, the “Lease”), pursuant to which Tenant leased a portion of the office building commonly known as 255 South King Street, Seattle, Washington, and as more particularly described in the Lease (“Premises”).
B. Pursuant to the Lease, Tenant was granted an on-going right to lease all of Floor 11 of the Building. Pursuant to the Third Amendment to Office Building Lease dated November 29, 2017, Tenant exercised its right and Floor 11 was added to the Premises (“Floor 11 Expansion Space”). Pursuant to Section 41.1 of the Lease, as amended, for the first thirty-six (36) months (or 43 months in Landlord’s discretion) of the Term, Landlord reserved the right to build-out and lease the Floor 11 Expansion Space to any party other than Tenant. The Landlord exercised this right and entered into a lease for the Floor 11 Expansion Space with dated April 9, 2018 (“ Lease”). The Lease expires on September 30, 2021.
C. Section 41.1 of the Lease, as amended by the Third Amendment to Office Building Lease dated November 29, 2017, states that Landlord covenants that any build-out or tenant improvements to the Floor 11 Expansion Space for a tenant other than Tenant during the first thirty-six months of the Lease Term shall comply in all material respects with the following design guidelines: (i) open ceiling similar to and consistent with Tenant’s open ceiling design on other floors in the Building, (ii) restrooms shall be substantially similar in all material respects to Tenant’s restrooms on other floors in the Building, (iii) Landlord shall consult with Tenant on the location of any kitchen and work in good faith to locate such kitchen in accordance with Tenant’s space plan or proposed space plan for the Floor 11 Expansion Space, and (iv) Landlord covenants to remove all cabling prior to the Floor 11 Expansion Space Commencement Date. (“Third Amendment Conditions”).
D. The Landlord seeks Tenant’s consent to use Tenant’s Tenant Improvement Allowance for the Floor 11 Expansion Space to build-out the tenant improvements for under the Lease, and in exchange for such consent, the Landlord will agree to deliver the Floor 11 Expansion Space to Tenant as required under the Lease and as specifically required under this Amendment as set forth below.
E. Capitalized terms not defined herein shall have the meaning set forth in the Lease.
FIFTH AMENDMENT TO
OFFICE BUILDING LEASE / AVALARA -1
NOW, THEREFORE, in consideration of foregoing recitals, which are incorporated herein by reference and the mutual agreements contained in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. Refresh and Compliance with Third Amendment Conditions. In exchange for Tenant’s consent to the Landlord using Tenant’s Tenant Improvement Allowance for the Floor 11 Expansion Space to build-out the tenant improvements for under the Lease, Landlord hereby covenants that prior to the Floor 11 Expansion Space Commencement Date, Landlord will, at Landlord’s sole expense, (i) in accordance with the general timeline attached hereto as Exhibit A to this Amendment, take all actions required to deliver the Floor 11 Expansion Space to Tenant in accordance with the Lease and the Third Amendment Conditions and apply a fresh coat of paint and new carpeting throughout the interior of the Floor 11 Expansion Space, and (ii) install an internal stairway to connect the Floor 11 Expansion Space to Floor 12 at the location set forth in Exhibit B to this Amendment, and (iii) remove the electrical wall outlets for power to low voltage computer monitors in rooms 11103, 11106, 11109, and 11112, and patch and repair all such walls. For avoidance of doubt, Landlord covenants that the tenant improvements to the Floor 11 Expansion Space in connection with the Lease shall comply in all material respects with Tenant’s Final Plans (as such term is defined in Exhibit D) for Floor 13 and the following design guidelines (which such design guidelines are the Third Amendment Conditions): (i) open ceiling similar to and consistent with Tenant’s open ceiling design on other floors in the Building, (ii) restrooms shall be substantially similar in all material respects to Tenant’s restrooms on other floors in the Building, (iii) Landlord shall consult with Tenant on the location of any kitchen and work in good faith to locate such kitchen in accordance with Tenant’s space plan or proposed space plan for the Floor 11 Expansion Space, and (iv) Landlord covenants to remove all cabling prior to the Floor 11 Expansion Space Commencement Date.”
2. Landlord and Tenant estimate that the Floor 11 Expansion Space Commencement Date will be December 1, 2021.
3. Miscellaneous.
(a) Except as expressly amended herein, all other terms of the Lease shall remain in full force and effect.
(b) This Amendment may be executed in two more counterparts, each which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Signature Page Follows]
FIFTH AMENDMENT TO
OFFICE BUILDING LEASE / AVALARA -2
The parties hereto have executed this Amendment as of the Effective Date.
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LANDLORD |
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| TENANT | ||||
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255 South King Street Limited Partnership, a Washington limited partnership |
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| Avalara, Inc., a Washington corporation | ||||
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By: |
| American Life, Inc. |
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| By: |
| /s/ Alesia Pinney |
Its: |
| Managing General Partner |
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| Name: |
| Alesia Pinney |
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| Its: |
| EVP & General Counsel |
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By: |
| /s/ Donald R. Ayres |
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| Donald R. Ayres |
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| Senior Vice President Property Management |
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FIFTH AMENDMENT TO
OFFICE BUILDING LEASE / AVALARA -3
STATE OF WASHINGTON )
)ss
COUNTY OF KING )
On this 19th day of October, 2018, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Donald P. Ayers, to me known to be the Sr. VP of Property Management of American Life, Inc., which corporation is the Managing General Partner of 255 South King Street Limited Partnership, the limited partnership that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act of and deed of said limited partnership, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written.
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| /s/ Candice Ayres |
| Notary Public residing at: | |
| Seattle, WA | |
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Candice Ayres | |
| Notary’s Name (typed or legibly printed) | |
| My Commission Expires: | |
| 6/19/2021 | |
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FIFTH AMENDMENT TO
OFFICE BUILDING LEASE / AVALARA -4
STATE OF WASHINGTON )
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COUNTY OF KING )
On this 10th day of October, 2018, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Alesia Pinney, to me known to be the EVP & GC of Avalara, Inc., a Washington corporation, the corporation that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act of and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute the said instrument.
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written.
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| /s/ Henry H. Frantz |
| Notary Public residing at: | |
| Seattle, WA | |
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Henry H. Frantz | |
| Notary’s Name (typed or legibly printed) | |
| My Commission Expires: | |
| 10/24/2021 |
FIFTH AMENDMENT TO
OFFICE BUILDING LEASE / AVALARA -5
FIFTH AMENDMENT TO
OFFICE BUILDING LEASE / AVALARA -6
EXHIBIT B – LOCATION OF INTERNAL STAIRWELL
FIFTH AMENDMENT TO
OFFICE BUILDING LEASE / AVALARA -7