Stage III Tri-Party Agreement between Onvia, Blume Yale Limited Partnership
      and the Bill and Melinda Gates Foundation


    Exhibit
      10.13

    STAGE
      III TRI-PARTY AGREEMENT

    


    


    THIS
      STAGE III TRI-PARTY AGREEMENT
      (“Agreement”)
      is
      made effective as of the 27th
      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

        
          

        

      

      
        
        

      

    


    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 inquiries of Onvia
      and Foundation regarding information in the possession of Landlord regarding
      the
      status of the lender’s processing and review. If Foundation and Onvia do not
      receive confirmation of Landlord’s lender’s consent to the Stage III Collateral
      Agreements within ten (10) Business Days following the date of this Agreement,
      then Foundation and Onvia shall have the right to terminate this Agreement
      by
      delivery of written notice to the other parties to this Agreement at any time
      prior to Foundation’s receipt of such lender’s consent. 

    


    4. Condition
      of Onvia Space on Stage III Transition
      Date; Removal of Building Signs. 

    


    4.1 Onvia
      Space.
      Landlord
      makes no representations or warranties, nor is Landlord responsible for, the
      condition or occupancy status of the Onvia Space as of the Stage III Transition
      Date. Foundation agrees to accept the Onvia Space on an “as-is, where-is” basis.
      Any expectations of Foundation regarding the condition or occupancy status
      of
      the Onvia Space shall be the subject matter of a separate agreement between
      Foundation and Onvia. Foundation is responsible for inspecting the Onvia Space
      prior to participating in the delivery of a Stage III Transition
      Notice.

    


    4.2 Building
      Signs.
      Onvia
      shall remove its signs on the Building in accordance with the terms of the
      Termination of Lease Agreement and Onvia shall repair any damage to the common
      areas and Building exterior occasioned by such removal. 


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    5. Rent
      Associated With Stage III Transition; Letter of Credit. 

    


    5.1 Rent.
      In the
      event the Stage III Transition Date is not the last day of a calendar month,
      Foundation and Onvia are responsible for allocating between them Rent (including
      Basic Rent and Additional Rent) prepaid for the month in which the Stage III
      Transition Date occurs. Such allocation shall be the subject matter of a
      separate agreement between Foundation and Onvia. 

    


    5.2 Letter
      of Credit.
      Following the Stage III Transition Date, Landlord shall return the letter of
      credit held by Landlord under the Onvia Lease in accordance with the terms
      of
      the Termination of Lease Agreement. 

    


    6. Notices;
      Addresses. A
      Stage
      III Transition Notice may only be delivered as set forth in Section
      2
      of this
      Agreement. All other notices, payments, demands, or communications required
      or
      permitted to be given by any provision of this Agreement shall be in writing
      and
      shall be deemed to have been delivered, given, and received for all purposes
      (i) if delivered personally to the party to whom the same is directed, or
      (ii) when the same is actually received, if sent either by registered or
      certified mail or overnight courier, postage and charges prepaid, or by
      facsimile or emailed PDF copy, if such facsimile or email is followed by a
      hard
      copy of the facsimile or email communication sent promptly thereafter by
      personal delivery or registered or certified mail, postage and charges prepaid,
      addressed as follows, or to such other address as a party may from time to
      time
      specify by notice to the other parties to this Agreement:

    


    Landlord:

    


    The
      Blume
      Company

    1100
      NE
      45th
      Street,
      Suite 500

    Seattle,
      WA 98105

    Attn:
      Gregory G. Blume

    Fax
      No.:
      (206) 324-6150

    


    Onvia:

    


    Onvia,
      Inc. 

    1260
      Mercer Street

    Suite
      300

    Seattle,
      WA 98109

    Attn:
      Cameron Way

    Fax
      No:
      (206) 373-912

    


    Foundation:

    


    Bill
      & Melinda Gates Foundation

    1551
      Eastlake Avenue East

    PO
      Box
      23350

    Seattle,
      WA 98102 

    Attn:
      Site Operations Manager

    Fax
      No:
      (206) 709-3180


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


    DATED
      as of
      the date first appearing above.

    


    


    BLUME
      YALE LIMITED PARTNERSHIP  ONVIA,
      INC.

    


    


    


    By
      _______________________________  By
      _______________________________

    Its
      _______________________________  Its
      _______________________________

    


    


    BILL
      & MELINDA GATES FOUNDATION

    


    


    


    By
      _______________________________

    Alexander
      Friedman, Chief Financial Officer

    



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    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 ____________________ is the
      person who appeared before me, and said person acknowledged that he signed
      this
      instrument, on oath stated that he was authorized to execute the instrument
      and
      acknowledged it as the ______________ of BLUME YALE LIMITED PARTNERSHIP 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 __________


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    State
      of
      Washington

    County
      of
      King

    


    I
      certify
      that I know or have satisfactory evidence that Alexander Friedman 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 __________

    


    


    



    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    


    [________________,
      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
                _______________________________