B30773A6_Final.docx

Form C003-B122723

AMENDMENT NO. 6 TO

CONTRACT NO. B30773 [ORBuys NO. PO-73000-00003603]

Project Name: ODOT Fuels Tax System Replacement Project Federal Aid #: N/A If the term “Consultant” is used in the Contract, references to “Contractor” in this Amendment shall be read to mean “Consultant”.

1. This is Amendment No. 6 (“Amendment”) to Contract No. B30773, effective date March 29, 2013, as amended from time to time, between the State of Oregon, acting by and through its Department of Transportation (“Agency” or “ODOT”), and Avalara, Inc. (“Contractor”). This Amendment is effective on the date it has been signed by the Parties and all required State of Oregon approvals have been obtained.

2. Amendment Summary/Purpose. The purpose of this amendment is:

a. To extend the contract term, and

b. To have an extension period to ensure that access, support and maintenance continue for the currently licensed products while the parties negotiate the terms of a new contract for the Fuels Tax System software and services, and

c. To increase the not to exceed compensation amounts, and

d. To revise the Agency contact personnel.

3. The Parties agree the Contract is hereby amended as follows:

· Section 4 Term is changed to extend the expiration date from June 30, 2024, to June 30, 2026.

· Section 5 Compensation. The first paragraph of Section 5.1. is changed to increase the Maximum Not to Exceed Compensation from $3,965,765.25 to $4,835,990.25.

· The table in Section 5.1.1. is revised as follows: (deletions are shown with strikethrough and additions are shown with underlining and bold type):

$1,399,765.25 $2,269,990.25

Escrow Agreement

$4,835,990.25

· The table in Section 5.1.4 is revised as follows: (deletions are shown with strikethrough and additions are shown with underlining and bold type):

Annual Support and Maintenance cost:

$1,519,990.25

· Exhibit E, Agency Personnel is revised as shown in Attachment 1 to this amendment, which is attached and incorporated by this reference.

4. Except as expressly amended above, or as previously amended, all other terms and conditions of the Contract are still in full force and effect.

Certification:

A. Any individual (the undersigned) signing on behalf of Contractor hereby certifies under penalty of perjury:

(1) Contractor has provided its correct tax identification number to Agency;

(2) Contractor is not subject to backup withholding because (i) Contractor is exempt from backup withholding, (ii) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified Contractor that Contractor is no longer subject to backup withholding; and

(3) The undersigned is authorized to act on behalf of Contractor, the undersigned has authority and knowledge regarding Contractor’s payment of taxes, and to the best of the undersigned’s knowledge, Contractor is not in violation of any Oregon Tax Laws. For purposes of this certification, “Oregon Tax Laws” means: (i) all tax laws of this state, including but not limited to taxes referenced in ORS 305.380(4), ORS 305.620 and ORS chapters 316, 317, and 318; and (ii) any tax provisions imposed by a political subdivision of this state that apply to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; and (iii) any tax provisions imposed by a political subdivision of this state that apply to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and (iv) any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions.

B. Any individual (the undersigned) signing on behalf of Contractor hereby certifies the undersigned is authorized to sign this Amendment and that:

(1) The representations, warranties and certifications contained in the Contract are true and correct as of the effective date of this Amendment, and with the same effect as though made at the time of this Amendment.

(2) Contractor has made all required Conflict of Interest (COI) disclosures, if any.

(a) Contractor understands and has provided to all Associates (as defined in the COI Guidelines) the ODOT COI Guidelines and COI Disclosure Form available at: https://www.oregon.gov/ODOT/Business/Procurement/Pages/PSK.aspx. Contractor and, to the best of the undersigned’s information, knowledge and belief, Contractor’s Associates, are in compliance with and have no disclosures required per the COI Guidelines (as may revised from time to time by Agency); or

(b) If disclosures regarding this WOC or the related Project are required per the ODOT COI Guidelines, Contractor has made such disclosures to Agency on a properly prepared and submitted COI Disclosure Form and, if determined necessary by Agency, a mitigation plan has been approved by Agency

(3) In the event that Contractor is a general partnership or joint venture, that Contractor’s signature(s) below constitutes certifications to the statements in A and B above pertaining to the partnership or joint venture, as well as certifications of the statements in A and B above as to any general partner or joint venturer signing below.

No Payment shall be made for Services required under this Amendment that are performed before the Amendment effective date and a Notice-To-Proceed has been issued by Agency.

Electronic Signatures. The Parties agree that signatures showing on PDF documents, including but not limited to PDF copies of the PA, Contract, WOC and amendments, submitted or exchanged via email are “Electronic Signatures” under ORS Chapter 84 and bind the signing Party and are intended to be and can be relied upon by the Parties. Agency reserves the right at any time to require the submission of the hard copy originals of any documents.

Accessibility: The Oregon Department of Transportation is committed to complying with all statutory requirements to ensure that it is providing information that is more accessible to people with disabilities, as required by Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), and 36 C.F.R. 1194 Appendix A. To request reasonable accommodation for access, due to a disability, to information related to this document, please contact the Oregon Department of Transportation’s Procurement Office at OPOAdministration@odot.oregon.gov or phone 503-986-2710.

CONTRACTOR

Signature Print Name and Title Date

DOJ LEGAL REVIEW for ODOT: Approved by Karen Johnson via email dated 5/24/2024.

ODOT (Procurement Authority)

Signature Print Name Date

ATTACHMENT 1

EXHIBIT E

AGENCY PERSONNEL

Exhibit E is revised as follows: (deletions are shown with strikethrough and additions are shown with underlining and bold type):

Authorized Representative:

Mark SauerThomas Amato Chief Information Officer Phone: 503-986-3243503-986-7136 Email: mark.f.sauer@odot.oregon.govthomas.r.amato@odot.oregon.gov

Project Manager:

Marie Danu IT Planning & Governance Phone: 503-983-6143 Email: marie.danu@odot.oregon.gov

Contract/PA/WOC Amendment