Exhibit
10.14
TERMINATION OF LEASE AGREEMENT
THIS TERMINATION OF LEASE AGREEMENT (this
“
Agreement ”),
is made as of this 27
th day
of July, 2007 by and between
BLUME YALE LIMITED PARTNERSHIP, a
Washington
limited partnership (hereinafter referred to as “
Landlord ”)
and
ONVIA, INC. ,
a Delaware corporation, f/k/a Onvia.com, Inc., a Washington
corporation (hereinafter referred to as “
Onvia ”
or “
Tenant ”).
The recitals that follow incorporate the terms defined in
Section 1 of
this Agreement.
RECITALS
W
hereas ,
Landlord and Tenant entered into the Onvia Lease; and
W
hereas ,
Landlord, Tenant and Foundation are, of even date herewith,
executing a certain Stage III Tri-Party Agreement (“
Stage III Tri-Party
Agreement ”)
providing for the simultaneous (i) termination of the Onvia Lease
and (ii) amendment of an existing lease between Landlord and
Foundation to cause the Onvia Space to be leased by Foundation
under the terms of said lease, subject to the terms and conditions
as more specifically set forth in the Stage III Tri-Party
Agreement; and
W
hereas ,
Landlord and Tenant desire to terminate the Onvia Lease, subject to
the terms and conditions as more specifically set forth below and
in the Stage III Tri-Party Agreement.
N
ow, therefore ,
in consideration of the mutual covenants contained herein and other
valuable consideration, the adequacy and receipt of which is hereby
acknowledged, the parties hereby mutually agree to modify and
terminate the Onvia Lease as follows:
1.
Definitions. The
terms “
Stage III Transition Notice ”,
“
Stage III Transition Date ”,
“
Onvia Lease ”,
“
Foundation ”,
“
Foundation Lease ”,
“
Stage III
Collateral Agreements ”
and “
Onvia Space ”
have the meanings set forth in the Stage III Tri-Party
Agreement.
2.
Effect of Delivery of Transition Notice.
Upon
the delivery of a valid Stage III Transition Notice in accordance
with the Stage III Tri-Party Agreement, the Onvia Lease shall
terminate on the Stage III Transition Date specified in the Stage
III Transition Notice, as if the Stage III Transition Date had
originally been identified as the “Termination Date”
under Section 3.1 of the Onvia Lease and as the last day of the
“Lease Term” as defined in the Onvia
Lease.
3.
Conditions in Stage III Tri-Party Agreement.
Reference
is made to the Stage III Tri-Party Agreement, including Section 3
thereof, for conditions to the effectiveness of this Agreement,
including the absence of default under the Onvia Lease and
Foundation
Lease
as of the delivery of the Stage III Transition Notice and the
Stage III Transition Date, the delivery of a valid Stage III
Transition Notice, and the delivery to Onvia of notice from
Landlord that Landlord’s lender has consented to the
transactions contemplated by the Stage III Collateral
Agreements.
4.
Rent and Letter of Credit.
4.1
Rent. Any
Rent paid by Onvia for period(s) subsequent to the Stage III
Transition Date shall be reconciled between Onvia and Foundation as
set forth in the Stage III Tri-Party Agreement. Each party shall
retain their respective rights and obligations with respect to
additional rent due or payable under the Onvia Lease prior to the
Stage III Transition Date (including rights to payments following
reconciliation or operating costs and/or real estate tax payment
amounts, if any).
4.2
Letter of Credit. Provided
Onvia has satisfied its obligations hereunder and under
Section 7 below
in particular, Landlord shall return the letter of credit held by
Landlord under Paragraph 7 of Exhibit E of the Onvia Lease within
three (3) business days of the Stage III Transition
Date.
5.
Surrender of Possession. Effective
as of the Stage III Transition Date, Tenant hereby releases and
surrenders to Landlord,
| 
