Termination of Lease Agreement between Onvia and Blume Yale Limited Partnership


    Exhibit
      10.14


    TERMINATION
      OF LEASE AGREEMENT

    


    


    THIS
      TERMINATION OF LEASE AGREEMENT (this
      “Agreement”),
      is
      made as of this 27th
      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

    


    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.

    


    
      	
              BLUME
                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 BRUCE M.
      BLUME, to me known to be the general partner of BLUME 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)