Exhibit
10.15
AGREEMENT
BETWEEN ONVIA, INC.
AND
BILL & MELINDA GATES FOUNDATION
This
Agreement is made effective as of the 31st day of July, 2007,
by and between Onvia, Inc. (“Onvia”) and the Bill
& Melinda Gates Foundation (“Foundation”).
Onvia and Foundation have previously entered into separate
leases for premises in the building located at 1260 Mercer
Street, in Seattle, WA. Onvia’s lease is dated
February
8, 2000, as amended by Amendment No. 1 to Office Lease
Agreement dated January 31, 2001 and as further amended by
Amendment No. 2 to Office Lease Agreement dated [September 7,
2006] (collectively,
the “Onvia Lease”), with the premises thereunder
being comprised of a portion of the first floor, all of the
rentable area on the third floor and the Plaza Building
(approximately 29,785 square feet total) all as identified in
the drawing attached hereto as
Exhibit A (collectively
the “Onvia Premises”). Foundation’s lease is
dated August 30, 2006 as amended by that certain Amendment No. 1 to
Office Lease Agreement dated March 9, 2007 (collectively, the
“Foundation Lease”). Foundation desires to expand the
Foundation Lease to include the Onvia Premises and Onvia is
prepared to move from the Onvia Premises, allowing Onvia and the
landlord to terminate the Onvia Lease to allow Foundation to add
the Onvia Premises to the Foundation Lease, subject to the terms
and conditions set forth herein. For good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1.
Onvia hereby agrees to move from the Onvia Premises, subject
to the conditions set forth herein. The parties agree that the
“Transition Date” shall occur no later than June
1, 2008. Onvia shall provide Foundation with thirty (30) days
prior written notice before the contemplated Transition Date.
Onvia shall deliver the Onvia Premises on the transition Date
in a “broom clean” condition. Onvia shall not be
responsible to repair of “normal wear and tear” to
the Onvia Premises.
2.
On a date that is at least ten (10) days prior to the
Transition Date, but in any event no later than May 1, 2008,
Onvia and Foundation shall jointly execute and deliver to the
landlord under the Onvia Lease a letter substantially in the
form attached hereto as
Exhibit B (“Notice
Letter”). Under the terms of a separate agreement
(“Tri-Party Agreement”) entered into of even date
herewith by and among Onvia, Foundation and Blume Mercer Limited
Partnership (the “Landlord”), the delivery of the
Notice Letter to the Landlord and Landlord’s lender’s
consent to the Collateral Agreements (as that term is defined in
the Tri-Party Agreement) will effect a termination of the Onvia
Lease pursuant to a separate lease termination agreement of even
date herewith entered into between Onvia and the Landlord, as well
as an amendment to the Foundation Lease entered into between
Foundation and the Landlord.
3.
In the event of a breach or default by either party hereunder,
the non-defaulting party shall be entitled to specific
performance. In the event either party brings an action to
enforce the terms of this Agreement, the substantially
prevailing party in such action shall be entitled to recover
from the other party an award of its reasonable attorneys fees
and costs related thereto.
4.
The parties agree to cooperate in good faith and to use
reasonably commercial efforts to timely accomplish all of the
foregoing.
5.
Foundation shall be solely responsible for the payment
of the following brokerage fees and commissions
due in connection with this transaction (including this
Agreement, the Lease Termination Agreement and the Amendment
to the Foundation Lease) to both the Foundation’s
broker, Kinzer Real Estate Services (a commission equal to
$1.00 per square foot per year) and Onvia’s broker, The
Staubach Company (a commission equal to $0.50 per square foot
per year), with such commissions being prorated for any period
shorter than one year. The commission calculations shall be
based on the number of months from the Transi
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