Exhibit 10.13
STAGE III TRI-PARTY AGREEMENT
THIS STAGE III TRI-PARTY AGREEMENT (“
Agreement ”)
is made effective as of the 27
th day
of July, 2007, by and between Blume Yale Limited Partnership, a
Washington limited partnership (“
Landlord ”);
Onvia, Inc., a Delaware corporation, f/k/a Onvia.com, a Washington
corporation (“
Onvia ”);
and the Bill & Melinda Gates Foundation, a Washington
charitable trust (“
Foundation ”).
Recitals:
A. Landlord
is the current owner of the building located at 1260 Mercer Street,
Seattle, Washington (“
Building ”).
B. Onvia
is a tenant of the Building, occupying the entirety of Floor 3, the
Plaza, and a portion of Floor 1 of the Building pursuant to the
terms of that certain Amended and Restated Mercer Yale Building
Office Lease Agreement dated February 8, 2000, as amended by (i) a
certain Amendment No. 1 to Amended and Restated Office Lease
Agreement dated January 31, 2001 and (ii) a certain Amendment No. 2
to Amended and Restated Office Lease Agreement executed September
1/7, 2006 (collectively, “
Onvia Lease ”)
between Landlord (as landlord) and Onvia (as tenant). The space
leased by Onvia under the Onvia Lease is referred to in this
Agreement as the “
Onvia Space ”.
C. Foundation
is a tenant of the Building, occupying Floors 2 and 4, and a
portion Floor 1 of the Building pursuant to the terms of that
certain Mercer Yale Building Office Lease Agreement dated August
30, 2006, as amended by a certain Amendment No. 1 to Office Lease
Agreement dated March 9, 2007 (collectively, “
Foundation Lease ”).
The provisions set forth in Amendment No. 1 became or will become
effective on June 8, 2007.
D. Onvia
desires to vacate the Onvia Space at an undetermined date in the
near future and terminate the Onvia Lease. Foundation desires to
obtain occupancy of the Onvia Space upon the vacation thereof by
Onvia to accommodate Foundation’s occupancy needs. Landlord
is willing to accommodate the interests of Onvia and Foundation, on
the condition that Landlord suffers no interruption or diminution
in the cash flow generated by the Onvia Lease.
E. The
parties desire to establish a flexible arrangement accommodating
the simultaneous (i) termination of the Onvia Lease pursuant to the
Lease Termination Agreement referenced in
Section 3(a) below
and (ii) amendment of the Foundation Lease pursuant to the
Amendment No. 2 to Office Lease Agreement referenced in
Section 3(b) below
causing the Onvia Space to be added to the Foundation Lease and
clarifying the application of certain provisions already contained
in the Foundation Lease to the resulting enlarged premises occupied
by Foundation.
F. The
Lease Termination Agreement and the Amendment No. 2 to Office Lease
Agreement must be approved by Landlord’s lender and the
transactions contemplated by this Agreement are conditioned on
obtaining such approval.
NOW, THEREFORE ,
in consideration of the foregoing, together with other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1.
Stage III Transition Date. The
term “
Stage III Transition Date ”
means the date specified in the Stage
III Transition
Notice on which the Lease Termination Agreement and the Foundation
Amendment become effective.
2.
Stage III
Transition Notice. The
term “
Stage III
Transition Notice ”
means a written notice in form identical to that annexed hereto
as
Exhibit A ,
signed by each of Onvia and Foundation, and delivered in person or
by an overnight courier service to Landlord between 9:00 a.m. and
4:30 p.m. on a Business Day at the address shown on
Exhibit A .
To be valid, a Stage III Transition Notice must (i) be delivered to
Landlord not later than May 1, 2008, and (ii) specify a Stage III
Transition Date that is no earlier than ten (10) days subsequent to
the date of delivery of the Stage III Transition Notice. The
term
"Business Day" means
a day of the year on which banks are not required or authorized to
close in Seattle, Washington.
3.
Stage III Collateral Agreements; Lender Consent.
Simultaneously
herewith:
(a) Landlord
and Onvia are executing a Lease Termination Agreement relating to
the Onvia Lease; and
(b) Landlord
and Foundation are executing an Amendment No. 2 to Office Lease
Agreement relating to the Foundation Lease
(collectively,
the “
Stage III
Collateral Agreements ”).
The Stage III Collateral Agreements are conditional agreements and
shall not be effective: (A) if there is an uncured event of default
under the Onvia Lease by Onvia or an uncured event of default under
the Foundation Lease by Foundation as of the date of delivery of
the Stage III Transition Notice or the Stage III Transition Date,
and (B) until (i) a valid Stage III Transition Notice is delivered,
and (ii) Landlord has delivered notice to Onvia and Foundation that
Landlord’s lender has consented to the transactions
contemplated by the Stage III Collateral Agreements. Landlord
hereby covenants and agrees to promptly submit the Stage III
Collateral Agreements to Landlord’s lender to obtain such
lender’s consent thereto. Landlord will timely respond to the
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