AGREEMENT BETWEEN ONVIA, INC. AND BILL & MELINDA GATES FOUNDATION
Exhibit
10.15
AGREEMENT
BETWEEN ONVIA, INC.
AND
XXXX
& XXXXXXX XXXXX FOUNDATION
This
Agreement is made effective as of the 31st day of July, 2007, by and between
Onvia, Inc. (“Onvia”) and the Xxxx & Xxxxxxx Xxxxx Foundation
(“Foundation”). Onvia and Foundation have previously entered into separate
leases for premises in the building located at 1260 Xxxxxx 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 Xxxxx
Xxxxxx 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, Xxxxxx 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 Transition Date through April 30, 2010, which is the end of the Onvia
Lease Term.
6.
Rent.
In the
event the Transition Date is not the last day of a calendar month, Foundation
and Onvia shall allocate between them rent (including basic rent, additional
rent and parking) prepaid for the month in which the Transition Date occurs.
Such allocation shall be on a prorata basis based on the number of days before
the Transition Date and the number of days from the Transition Date through
the
end of the month.
7.
All
notices, requests and demands to be given hereunder shall be in writing, sent
by
(i) certified mail, return receipt requested, postage prepaid; or (ii)
recognized overnight courier service; or (iii) by facsimile, to the parties
at
their respective addresses or facsimile numbers set forth below, provided,
however, that if such notice is given by facsimile, an original counterpart
of
such notice shall concurrently be sent in either the manner specified in clause
(i) or (ii) above, at the addresses set forth below.
8.
Each
party covenants and agrees to treat this Agreement, its terms and subject matter
as confidential, and neither party shall disclose the same to any third party
except as may be necessary and appropriate in order to consummate the
transactions contemplated hereunder.
9.
Foundation hereby represents and warrants to Onvia that: Foundation is duly
organized and validly existing under the laws of the State of Washington, is
authorized to consummate the transactions and fulfill all of its obligations
hereunder and has all necessary power to execute and deliver this Agreement
and
to perform all of Foundation’s obligations hereunder; and this Agreement has
been duly authorized by all requisite corporate action on the part of Foundation
and are the valid and legally binding obligations of Foundation.
10.
Onvia hereby represents and warrants to Foundation that: Onvia is duly
organized, validly existing and in good standing under the laws of the State
of
Delaware, is authorized to consummate the transactions and fulfill all of its
obligations hereunder and has all necessary power to execute and deliver this
Agreement and to perform all of Onvia’s obligations hereunder; and this
Agreement has been duly authorized by all requisite corporate action on the
part
of Onvia and are the valid and legally binding obligations of
Onvia.
Signatures
appear on the next page.
1
Dated
as
of the date first appearing above.
ONVIA,
INC.
By
_______________________________
Its
_______________________________
Address:
_________________________
_________________________
Attention:
________________
Fax
No.:
(___) __________
XXXX
& XXXXXXX XXXXX FOUNDATION
By
_______________________________
Xxxxxxxxx
Xxxxxxxx, Chief Financial Officer
Address:
0000
Xxxxxxxx Xxxxxx Xxxx
XX
Xxx
00000
Xxxxxxx,
XX 00000
Attention:
Site Operations Manager
Fax
No.:
(000) 000-0000
2
State
of
Washington
County
of
King
I
certify
that I know or have satisfactory evidence that ____________________ is the
person who appeared before me, and said person acknowledged that (he/she) signed
this instrument, on oath stated that (he/she) was authorized to execute the
instrument and acknowledged it as the ______________ of Onvia, Inc. to be the
free and voluntary act of such party for the uses and purposes mentioned in
the
instrument.
Dated:
______________
Notary
Public
[Seal
or
Stamp]
[Printed
Name]
My
appointment expires __________
State
of
Washington
County
of
King
I
certify
that I know or have satisfactory evidence that Xxxxxx Xxxxx is the person who
appeared before me, and said person acknowledged that she signed this
instrument, on oath stated that she was authorized to execute the instrument
and
acknowledged it as the Chief Operating Officer of the Xxxx & Xxxxxxx Xxxxx
Foundation to be the free and voluntary act of such party for the uses and
purposes mentioned in the instrument.
Dated:
______________
Notary
Public
[Seal
or
Stamp]
[Printed
Name]
My
appointment expires __________
3
K:\33909\10000\CMC\CMC_A2264
EXHIBIT
A
4
EXHIBIT
B
________________,
2007
The
Xxxxx
Company
0000
XX
00xx
Xxxxxx,
Xxxxx 000
Xxxxxxx,
XX 00000
Attn:
Xxxxxxx X. Xxxxx
Gentlemen:
This
letter serves as Notice pursuant to that certain Stage III Tri-Party Agreement
dated __________ __, 2007 by and between Xxxxx Yale Limited Partnership
(“Landlord”); Onvia, Inc. (“Onvia”); and the Xxxx & Xxxxxxx Xxxxx Foundation
(“Foundation”). This letter is the “Stage III Transition Notice” described in
Section
2
of the
referenced Stage III Tri-Party Agreement.
Pursuant
to the Stage III Tri-Party Agreement, you are hereby notified that the
Stage
III
Transition
Date (as defined in the Stage
III
Tri-Party
Agreement) is __________, 200_.
|
XXXX
& XXXXXXX XXXXX
FOUNDATION
By
_______________________________
Xxxxxx
Xxxxx, Chief Operating Officer
|
ONVIA,
INC.
By
_______________________________
Its
_______________________________
|
