TERMINATION OF LEASE AGREEMENT
Exhibit
10.14
THIS
TERMINATION OF LEASE AGREEMENT (this
“Agreement”),
is
made as of this 27th
day of
July, 2007 by and between XXXXX
YALE LIMITED PARTNERSHIP, a Washington
limited partnership (hereinafter referred to as “Landlord”)
and
ONVIA,
INC.,
a
Delaware corporation, f/k/a Xxxxx.xxx, 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
Whereas,
Landlord and Tenant entered into the Onvia Lease; and
Whereas,
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
Whereas,
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.
Now,
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
1
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, its successors and assigns, the Onvia Space and all
rights and interest and any and all improvements in non-trade fixtures Tenant
may have thereunder.
6. Acceptance
of Surrender.
Landlord, for itself and its successors and assigns, accepts the surrender
of
the Onvia Space and the termination of the Onvia Lease from and after the Stage
III Transition Date on the terms and conditions set forth in Section
2
of this
Agreement and the Onvia Lease.
7. Condition
of Onvia Space on Surrender; Removal of Signs.
7.1 Onvia
Space.
Notwithstanding anything to the contrary set forth in the Onvia Lease, Tenant
shall have no duty or obligation to remove any improvements, cabling or wiring
installed in the Onvia Space, nor repair or restore the Onvia Space upon
termination of the Onvia Lease, it being the understanding of Landlord, Onvia
and Foundation that the Onvia Space shall be surrendered to Landlord by Tenant
in their then current “as is” condition. Onvia’s obligations obligations to
Foundation regarding the condition of the Onvia Space shall be the subject
matter of a separate agreement between Foundation and Onvia.
7.2 Signs.
Not
later than ten (10) business days prior to the Stage III Transition Date, Onvia
shall remove the signs on the Building installed by or for the benefit of Onvia
and repair the surface of the Building to its original condition at Onvia’s
expense. In the event Onvia fails to do so, or if Landlord incurs any expense
in
restoring the surface of the Building, Onvia shall remit to Landlord such costs
as shall be incurred by Landlord upon submission of Landlord’s invoice for same.
2
8. Commissions.
Each
party hereto represents and warrants to the other party that there are no
broker’s commissions due any broker employed or representing such party with
respect to this Agreement and each party agrees to indemnify and hold harmless
the other party from and against any such claims for commissions arising by
or
through the actions of the indemnifying party. Each party hereto hereby
represents and warrants that it is authorized to enter into this Agreement
and
perform its obligations hereunder.
9. Execution.
This
Agreement may be executed with facsimile copies, either counterpart of which,
when fully executed, shall be considered an original and binding agreement.
All
notices to be delivered under this Agreement shall be delivered to the parties
in the manner as provided in the Stage III Tri-Party Agreement.
10. Modifications;
Amendment.
This
Agreement may not be orally changed or terminated, nor any of its provisions
waived, except by an agreement in writing signed by the party against whom
enforcement of such change, termination or waiver is sought.
In
witness whereof,
Landlord
and Tenant have caused this Lease Termination Agreement to be executed as of
the
date hereinabove written.
XXXXX
YALE LIMITED PARTNERSHIP
Landlord
By:
_____________________________
Its:
______________________________
|
ONVIA,
INC.
Tenant
By:
_____________________________
Its:
______________________________
|
3
STATE
OF
WASHINGTON }
}
:ss
COUNTY
OF
KING }
I
certify
that I know or have satisfactory evidence that the person appearing before
me
and making this acknowledgment is the person whose true signature appears on
this document.
On
this
____ day of ____________, 2007, before me personally appeared _______________,
to me known to be the ____________ of ONVIA, INC., the corporation that executed
the within and foregoing instrument, and acknowledged the said instrument to
be
the free and voluntary act and deed of said corporation, for the uses and
purposes therein mentioned, and on oath stated that he was authorized to execute
said instrument and that the seal affixed, if any, is the corporate seal of
said
corporation.
WITNESS
my hand and official seal hereto affixed the day and year first above
written.
Notary
Public in and for the State of Washington, residing at
My
commission expires:
[Type
or Print Notary Name]
|
(Use
This
Space for Notarial Seal Stamp)
4
STATE
OF
WASHINGTON )
)
ss.
COUNTY
OF
KING )
I
certify
that I know or have satisfactory evidence that the person appearing before
me
and making this acknowledgment is the person whose true signature appears on
this document.
On
this
____ day of ________________, 2007, before me personally appeared XXXXX X.
XXXXX, to me known to be the general partner of XXXXX YALE LIMITED PARTNERSHIP,
the partnership that executed the within and foregoing instrument, and
acknowledged the said instrument to be the free and voluntary act and deed
of
said partnership, for the uses and purposes therein mentioned, and on oath
stated that he was authorized to execute said instrument.
WITNESS
my hand and official seal hereto affixed the day and year first above
written.
Notary
Public in and for the State of Washington, residing at
My
commission expires:
[Type
or Print Notary Name]
|
(Use
This
Space for Notarial Seal Stamp)