Agreement between Onvia and the Bill and Melinda Gates Foundation


    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 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.:
      (___) __________

    


    BILL
      & MELINDA GATES FOUNDATION

    


    


    By
      _______________________________

    Alexander
      Friedman, Chief Financial Officer

    Address:

    1551
      Eastlake Avenue East

    PO
      Box
      23350

    Seattle,
      WA 98102 

    Attention:
      Site Operations Manager

    Fax
      No.:
      (206) 709-3180

    


    



    
      
        
        

      

      
        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 Cheryl Scott 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 Bill & Melinda Gates
      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
      Blume
      Company

    1100
      NE
      45th
      Street,
      Suite 500

    Seattle,
      WA 98105

    Attn:
      Gregory G. Blume

    


    Gentlemen:

    


    This
      letter serves as Notice pursuant to that certain Stage III Tri-Party Agreement
      dated __________ __, 2007 by and between Blume Yale Limited Partnership
      (“Landlord”); Onvia, Inc. (“Onvia”); and the Bill & Melinda Gates 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_.

    


    


    
      	
              BILL
                & MELINDA GATES

              FOUNDATION
                

               

               

              By
                _______________________________

              Cheryl
                Scott, Chief Operating Officer

            	
              ONVIA,
                INC. 

               

               

              By
                _______________________________

              Its
                _______________________________