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HomeMy WebLinkAboutLease Agreement Zip the Grand S 1 �G Chris Swope Lansing City Clerk rcH I O September 16, 2016 City Council President and Members of the Lansing City Council 10th Floor City Hall Lansing, MI 48933 Dear President and Council Members: Pursuant to Article 8, Chapter 4, Section 8-403.3 of the Lansing City Charter, on September 13, 2016 the Law Department placed on file in my office a Lease Agreement for Property between the City of Lansing and Zip the Grand, Inc. for a portion of Parcel 33- 01-01-09-453-082 (West side) and a portion of Parcel 33-01-01-09-452-004 (East side), Adado Riverfront Park, City of Lansing, Michigan. Under the Charter, a public hearing may be held on this matter on or after October 13, 2016. This document is available for review at the office of the City Clerk or at http://www.lansingmi.gov/clerk under the heading of Documents Placed on File. Sincerely, C;144 0�� Chris Swope, CIVIC Lansing City Clerk Lansing City Clerk's Office Ninth Floor, City Hall, 124 W. Michigan Ave., Lansing, MI 48933-1695 517-483-4131 • TDD 517-483-4479. 517-377-0068 FAX www.lansingmi.gov/clerk • clerk@lansingmi.gov LICENSE AGREEMENT BETWEEN CITY OF LANSING AND ZIP THE GRAND, INC. 1.1 THIS LICENSE AGREEMENT made this _____ day of _________ 2016 by and between the CITY OF LANSING,(Licensor),a municipal corporation with offices at 124 W. Michigan Avenue, Lansing,Michigan 48933 and ZIP THE GRAND,INC.,dba CAPITOL ZIP (Licensee),with offices at 4718 Norfolk Circle, Portage,MI 49024 agree as follows: PREMISES 2.1 Licensor licenses the Premises described below to Licensee who has inspected the Premises and is satisfied with the condition of the Premises, in the present "as is" condition, Licensee understands that this license is personal and exclusive to it and does not convey an interest in land to licensee. Furthermore, Licensee shall, at its sole cost and expense, make all repairs necessary to maintain the Premises, at a minimum, in its current condition as of the Commencement Date during the Term of this License. This obligation of the Licensee shall include, but not be limited to all improvements, modifications or alterations to or on the Premises approved in writing by the Licensor; said Premises generally described as: Parcel 33-01-01-09-453-082 (West side) and Parcel 33-01-01-09-452-004 (East side) and as further depicted in attachment A to this agreement. THIS LICENSE AGREEMENT WILL BE AMENDED TO INCLUDE THE COMPLETE LEGAL DESCRIPTION OF THE SUBJECT PROPERTY UPON A SURVEY BEING CONDUCTED BY THE LICENSEE WITH ALL COSTS FOR OBTAINING SUCH SURVEY TO BE THE RESPONSIBILITY OF THE LICENSEE. TERM 3.1 The Term of this License will commence on ("hereafter known as the effective date"), unless sooner terminated or extended in accordance with the provisions of this License, terminate on the Termination Date. 3.2 On the Termination Date, this License shall automatically terminate without any further action by either party, except that either party may cancel this License with or without cause, for any reason or for no reason, upon giving the other party sixty (60) days advance written notice of the intent to cancel. Upon giving the required notice, this License shall terminate. However, claims for unpaid license fees or other liability arising out of Licensee's possession and use of the premises shall survive any termination. After termination of this License, the Licensor shall take full possession of the property in accordance with Sec. 20.1 of this License. 3.3 The Termination Date shall be ten(10)years from the execution of this License or sooner if either party provides notice in accordance with Sec. 3.2 of this License. LICENSE FEE 4.1 Licensee shall pay to Licensor the Annual Base License Fee. The Annual Base License Fee shall be pro-rated for any partial year in which the Annual Base License Fee is owed. In the event of a termination of this License by either Party, the L i c e n s e e shall not be entitled to a partial refund of the Annual Base L i c e n s e F e e paid by Licensee to Licensor. The Annual Base License Fee for year 2016 shall be paid to the Licensor on or before the Commencement Date, but thereafter shall be due the first of each month. Any payment thirty (30) days late will be assessed a late fee of$50.00. 4.2 Licensee will pay the total sum of$6,000 annually, to be paid at the beginning of each new license year, for a period of ten(10) years with the option to renew for two (2) consecutive five (5) year periods at the same rate. The right to renew is conditioned on the Licensee providing Licensor written notice of the intent to renew at least 90 days before the expiration of the current license term. The monthly fee reflects the right to use the 5,000 sq. ft. open park space on the East side of the Grand River as well as the 100 sq. ft. of open park space located on the West side of the Grand River along E. Saginaw Street, as per the attached parcel descriptions. 4.3 In addition, to the annual license fee, Licensee, will pay 2.5% of gross gate admissions directly to the Licensor's Parks and Recreation Department for the same period. Gross gate receipts are the revenue received from regular ticket sales. Special events, souvenir sales, corporate outings and revenue generated in conjunction with school field trips to Capitol Zip will not be subject to the fee paid to the Licensor. Annual review/audit of gate admission sales will be conducted between Capitol Zip and the City Parks and Recreation Board for computation of the gross receipts. The percentage of the gross gate receipts will be renegotiated after each five (5)year term not to be less than 2.501o. Regardless of the amount of the license fee, it represents a fair value for the issuance of the license and its collection by the Licensee does not create an agency, partnership or any other business relationship beyond what is specifically described in this agreement. PARKING AREAS 5.1 During hours of operation Licensee will have non-exclusive access to the existing on- site parking area located on the grounds on the East side of the Grand River. In addition, Licensee will provide approximately Fifty (50) parking spaces and bathroom facilities at the adjacent retail location of 711 Center Street for patrons. DATES AND HOURS OF OPERATION 6.1 Anticipated months of downtime include December, January and February. However, Licensee reserves the right to operate twelve (12) months a year (weather permitting). The expected hours of operation will be Sunday through Thursday until 11:00 p.m. and Friday and Saturday until 12:00 a.m. Exceptions to the evening hours would be permitted during special events such as July 4th, with written permission by the Licensor. Start times will be determined by the Licensee but in no circumstance will the operations begin before 8:00 a.m. TAXES AND ASSESSMENTS 7.1 The Parties acknowledge that t h e s e Premises are not currently subject to real property tax. However, should the taxable status of the Premises change and otherwise be subject to real property taxation, Licensee shall be responsible for all personal and real property taxes, including but not limited to ad valorem taxes, assessments (general, special, ordinary or extraordinary), sewer rents, rates and charges, taxes based upon the receipt of rent (other than federal, state and local income taxes), p a y in e n t s i n I i e u o f t a x e s and any other federal, state or local charge (general, special, ordinary or extraordinary) which may now or hereafter be imposed, levied or assessed against the Premises. 7.2 Licensee shall pay in full to the appropriate taxing authority, before becoming delinquent, all municipal, county and state taxes assessed, levied or imposed upon Licensee's interest and all furniture, fixtures, machinery, equipment, apparatus, systems and all other personal property of any kind located at, placed in, or used in connection with the Premises or its operation, and Licensee shall produce evidence of the payment of such taxes to Licensor in the form of the paid receipt from the municipal taxing and assessing authorities at least ten (10) days prior to the date on which such taxes are due. UTILITIES 8.1 Licensee shall pay, as they become due, all charges directly related to the applicable service provider for water, gas, heat, electricity, sewer, refuse collection, janitorial services, phone and other utilities used upon or furnished to the Premises. Any and all security deposits required by the companies providing such utilities shall be the sole responsibility of Licensee. USE OF PREMISES 9.1 The Premises shall be used and occupied by L i c e n s e e for the primary purpose of operating a zip line from a 40' tower on the west side of the Grand River along E. Saginaw Street to a tower located at the NE corner of E. Saginaw Street and the Grand River and for no other purpose without the prior w r i tten consent of Licensor. Any request by the Licensee to use the Premises for any other purpose other than the Designated Use stated above shall be made in writing to the Director of Parks and Recreation for the City of Lansing. 9.2 Licensee also intends to construct a 6' — 8' safety fence around the parameter of the 50' x 100' East side of Premises in conformance with all construction and zoning codes of the City of Lansing. The area surrounding the West side structure is self-contained and will stay locked and secured on a twenty-four hours a day, seven days a week (24/7) basis unless required access is needed for employee entrance or maintenance. 9.3 Licensee shall be expressly prohibited from charging any form of fee for persons parking on the Premises without the prior written consent of the Licensor. Any request by the Licensee to charge any form of parking fee on the Premises shall be made in writing to the Director of Parks and Recreation for the City of Lansing. 9.4 Licensee shall not use or permit any person to use the Premises in any manner which violates or would create liability under federal, state or local laws, ordinances, rules, regulations or policies. Licensee shall not (either with or without negligence) cause or permit the escape, disposal or release of any biologically or chemically active or other hazardous substances or materials in violation of applicable laws. Licensee shall not allow the storage or use of such substances or materials in any manner not sanctioned by law, or allow to be brought into or onto the Premises any such materials or substances except to use in the ordinary course of Licensee's business. Without limitation, hazardous substances and materials shall include those described in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., any applicable state or local law and the regulations adopted under these acts. In all events, Licensee shall indemnify Licensor in the manner elsewhere provided in this License against any liability resulting from any release of hazardous substances or materials on the Premises caused by Licensee or persons acting under or for Licensee. Licensee shall obtain and maintain any permits, licenses, authorizations, and approvals required by applicable statutes, codes, ordinances, and rules and regulations for the use and occupancy of the Premises for the Designated Use. ENVIRONMENTAL DISCHARGE OR RELEASE 10.1 Any "Response Action" or remediation required due to a release, discharge, disposal, or exacerbation of a previous release, caused by the acts or omissions of Licensee or Licensee's agents, employees, representatives, contractors, guests or invitees shall be completed at the sole cost and expense of Licensee. Licensee shall indemnify, hold harmless and defend Licensor against any and all claims whether they are made by a government agency with jurisdiction over the Premises or a third party arising from or related to a release, discharge, disposal, or exacerbation of a previous release at the Premises. CONSTRUCTION ON PREMISES 11.1 Licensee intends to construct a 40' —45' ropes course on the East side of the Grand River and a 40' zip line tower on the West side of the Grand River along E. Saginaw Street and utilize a 50' x 100' parcel of park land at the NE corner of E. Saginaw Street and the Grand River,along with a 10' x 10' area at the NW corner of E. Saginaw Street and the Grand River. All construction will meet applicable set back requirements and federal, state and local codes. 11.2 Licensee acknowledges that any permits or approval needed related to wetlands or flood plains will be obtained from the Department of Environmental Quality and any other necessary agencies as required by law. LIGHTING 12.1 Licensor will permit a lighted sign to be affixed to the West side zip line tower that complies with the local sign ordinance. In addition, the Licensee will provide all necessary lighting for the safety of the public during evening and night hours. SECURITY DEPOSIT 13.1 Licensee shall be required to tender the Security Deposit of F i ft e e n T h o u s a n d D o 11 a r s ($15,000.00) on or before the Commencement Date of this License. The Security Deposit shall be paid to the L i c e n s o r and held in a separate account by the Parks and Recreation Department of the City of Lansing. The City shall not access the Security Deposit unless this License is terminated, for any reason, a n d t h e Premises require repair, maintenance, deconstruction or remediation. Licensor shall only return that portion of the Security Deposition that remains after the Premises are restored to the condition prior to the commencement of this License. FIRE DAMAGE OR CASUALTY 14.1 Licensee shall give immediate notice to Licensor of fire or other casualty at the Premises. If fifty percent (50%) or more of the Buildings or Premises are damaged or destroyed by fire or other casualty, L i c e n s o r shall have the right, but not the obligation, to terminate this License by giving written notice to Licensee of its election to terminate, notice to be given within ninety (90) days after the occurrence. Any license fee or other charges owing shall be paid through such date. If Licensor terminates this License due to such damage to the Buildings or Premises, Licensee shall assign the insurance proceeds applicable to the Building and all other improvements on the Premises to Licensor. If less than fifty percent (50%) of the Buildings or Premises are damaged or destroyed by fire or other casually or Licensor does not terminate this License as set forth above, Licensee shall promptly repair or restore the Premises in a manner and to a condition equal to that existing prior to the occurrence of the damage or casualty, in which case any applicable insurance proceeds shall be used for such repair or restoration. There shall be no abatement of the license fee or other charges in the event of any fire or other casualty. Notwithstanding the foregoing, each party shall look first to any insurance coverage that it carries or any insurance coverage that such party would have if it met the requirements of this License, before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance, or the insurance required by this License, if in force, would have paid the claim, Licensor and Licensee each release and waive all right of recovery against the other or anyone claiming through or under each of them by way of subrogation or otherwise. Licensee acknowledges that Licensor will n o t carry insurance on the Premises or on Licensee's personal property, fixtures, and improvements, and agrees that Licensor will not be obligated to repair any damage or replace same. REPAIRS AND MAINTENANCE 1 5. 1 Licensee shall, at its own expense, maintain, repair and replace the Premises and every part to the satisfaction of Licensor. Licensor agrees to mow all grass areas and clear snow from parking lots and sidewalks where applicable, excluding 711 Center Street, Lansing. Licensee shall, at its own expense, maintain the Premises in a clean and safe condition in accord with all federal, state and local laws, ordinances and regulations and comply with all directions of any health officer, fire marshal, building inspector or other governmental agency having jurisdiction over the Premises. 15.2 Licensee shall repair all damage to the Premises caused by any activity of Licensee, including but not limited to the negligence or willful acts of Licensee, its agents or invitees. All repairs shall be of quality equal to the original construction. 15.3 There shall be no reduction in the Annual Base L i c e n s e F e e or other charges nor shall there be any liability on the part of Licensor by reason of inconvenience,annoyance or injury to Capitol Zip arising from Licensee or others making or failing to make any repairs, alterations, additions or improvements to any portion of the Premises. 15.4 Licensee shall keep the Premises free of liens for work claimed to have been done for, or materials furnished to Licensee and will hold Licensor harmless from any liens which may be placed on the Premises except those attributable to the acts of Licensor. In the event a construction or other lien shall be filed against the Premises or Licensee's interest as a result of any work undertaken by Licensee, or as a result of any repairs or alterations made by Licensee, or any other act of Licensee, Licensee shall, within thirty (30) clays after receiving notice of the lien, discharge the lien. In the event Licensee shall fail to discharge such lien, Licensor shall have the right, but not the obligation, to terminate this Licensee or procure such discharge, and Licensee shall pay the cost of procuring such discharge to Licensor as an additional fee within thirty (30) days of Licensor receiving such discharge. INSURANCE AND INDEMNITY 1 6. 1 L i c e n s e e shall maintain in full force and effect policies of broad form general liability insurance providing coverage for the Premises, including without limitation all parking areas, with policy limits of not less than $1,000,000.00 per occurrence, and a $3,000,000.00 limit in excess or umbrella liability coverage, exclusive of defense costs, and without any provision for a deductible or self-insured retention. In the event any policy or policies of insurance which Licensee is required to maintain shall be written on a "claims made" insurance form, each policy shall have a "retroactive date" which is not later than the Commencement Date. Furthermore, should insurance coverage be written on a "claims made basis", Licensee's obligation to provide insurance shall be extended beyond the termination date for an additional period equal to the statute of limitations for such claims in the State of Michigan. 16.2 Licensee shall maintain in full force and effect through the Term of this License policies of all risk property insurance covering its personal properly, fixtures and improvements to their full replacement cost, without deduction for depreciation. Such insurance shall provide the broadest coverage then available, including coverage for loss of profits or business income or reimbursement for extra expense incurred as the result of damage or destruction to all or a part of the Premises. 16.3 Licensee shall also maintain in full force and effect through the Term of this License insurance against fire, vandalism, malicious mischief and such other perils as are included from time to time in a standard extended coverage endorsement and special extended coverage endorsements, insuring the Premises and all improvements in an amount equal to the full replacement cost of the Building and all other improvements on the Premises. 16.4 All insurance policies which Licensee is required to maintain shall, in addition to any of the foregoing, be written: By carriers authorized to write such business in the State of Michigan reasonably acceptable to Licensor; N ame Licensor and Licensee's lender as additional named insured; Be endorsed to provide that they shall not be canceled or changed materially in any manner adverse to Licensor for any reason except on thirty (30) d ays prior written notice to Licensor and Licensee's lender; and, P rovide coverage to Licensor whether or not the event or occurrence giving rise to the claim is alleged to have been caused in whole or in part by the acts or omissions or negligence of the Licensee. All insurance coverages required shall be primary and non-contributing to any comparable liability insurance (including self-insurances) carried by the Licensor. Licensee shall deliver certificates of insurance evidencing the coverage and endorsements required and copies of the original policies to Licensor within ten (10) business days of the License Date, together with receipts evidencing payment of the premiums. Licensee shall deliver certificates of renewal for such policies to Licensor not less than thirty (30) d ays prior to the expiration dates. 16.5 If L i c e n s e e fails to provide any of the insurance or subsequently fails to maintain the insurance in accordance with the requirements of t h is License, Licensor may, but is not required to, procure or renew such insurance to protect its own interests only, and any amounts paid by Licensor for such insurance will owed by Licensee to Licensor, d ue and payable on or before thirty (30) days of the effective elate of such policy. Licensor and Licensee agree that any insurance acquired by Licensor shall not cover any interest or liability of Licensee. ASSIGNMENT 18.1 Licensee shall not assign this License or sublet the Premises, without the prior written consent of Licensor. Any attempted assignment or subletting without consent shall be invalid. INSPECTION OF PREMISES 19.1 Licensee shall permit Licensor or Licensor's authorized agency, agent, representative or employee to enter the Premises during normal business hours for the purpose of inspecting the Premises. NOTICE 20.1 All bills, notices, statements, communications or demands (collectively "Notices") required under this License must be in writing. Any Notices from Licensor to Licensee will be deemed to have been duly d e 1 i v e r e d if a copy has been personally delivered, or mailed by United States mail, postage prepaid, or sent via courier service to L i c e n s e e at the address of the Premises or other address as Licensee may later designate in writing. Any Notices from Licensee to Licensor will be deemed to have been duly and sufficiently given if delivered to L i c e n s o r in the same manner as provided above at the Licensor's Office, care of the Mayor of the City of Lansing with a copy to the Director of Parks and Recreation, City of Lansing, or at such other address as Licensor may designate in writing. DEFAULT 21.1 Each of the following shall be deemed an event of default: (i) Licensee's failure to make payment of the License Fee due within ten (10) days after Licensee's receipt of written notice of such failure from Licensor; or (ii) Licensee's failure to perform any of the covenants of this License for more than ten (10) days after L i c e n s e e's receipt of written notice of such failure from Licensor; or (iii) if L i c e n s e e shall petition for relief under the bankruptcy laws, or shall make an assignment for the benefit of creditors, or if a receiver of any property of the Licensee be appointed in any action, suit or proceeding by or against Licensee, or if Licensee shall admit to any creditor or to Licensor that it is insolvent, or if the interest of Licensee in the Premises shall be sold under execution or other legal process, or if Licensee shall abandon the Premises. 21.2 Upon the occurrence of an event of default, Licensor shall have the right to terminate the License and shall be entitled to immediate possession of the Premises. Licensor may make its election to terminate known to Licensee by delivery of a notice of termination. Such termination shall be immediately effective and Licensor shall be entitled to commence an action in summary proceedings to recover possession of the premises. Licensee waives all notice in connection with such termination, including by way of illustration but not limitation notice of intent to terminate, demand for possession or payment, and notice of re-entry. 21.3 No receipt of money by the Licensor from the L i c e n s e e after the termination of this License shall reinstate, continue or extend the term, nor affect or waive any notice given by the Licensor to the Licensee prior to receipt of such money. 21.4 If Licensor at any time terminates this License, in addition to any other remedies it may have, it may recover from Licensee all damages it may incur by reason of any default, including the cost of recovering the Premises, reasonable attorneys' fees, and damages equal to unpaid L i c e n s e F e e s, all of which amounts shall be immediately due and payable from Licensee to Licensor. 21.5 The Licensor's rights, remedies and benefits provided by this License shall be cumulative, and shall not be exclusive of any other rights, remedies and benefits allowed by law. 21.6 Licensor and L i c e n s e e agree that they shall rely solely upon the terms of this License to govern their relationship. They further agree that reliance upon any representation, act or omission outside the terms of this License shall be deemed unreasonable, and shall not establish any rights or obligations on the part or either party. 21.7 One or more waivers of any covenant of the License by either party shall not be construed as a waiver of a subsequent breach of the same covenant and the consent or approval by Licensor to or of any act by Licensee requiring Licensor's consent or approval shall not be deemed a waiver of Licensor's consent or approval to or of any subsequent similar act by Licensee. No breach of a covenant of this License shall be deemed to have been waived by Licensor, unless such waiver: (i) is in writing signed by Licensor; (ii) identifies the breach, and (iii) expressly states that it is a waiver of the identified breach. 21.8 Notwithstanding anything to the contrary, Licensee acknowledges and agrees that its obligation to pay the Licensee Fee under this License is an independent covenant, and that such obligation to pay is not subject to setoff or recoupment in connection with any action for summary proceedings to recover possession of the Premises. 21.9 Licensor and Licensee waive trial by jury in connection with any action for summary proceedings to recover possession of the Premises. Further, Licensor and Licensee waive trial by jury in connection with any action arising out of or relating to the covenants of this License, with the exception of actions for personal injury or property damage. 21.10 In the event that Licensor is required to bring an action arising out of the covenants of this License, or in the event Licensor undertakes an action for summary proceedings to recover possession of the Premises, Licensee agrees to pay Licensor such reasonable costs and attorneys' fees as Licensor may incur in connection with such action. 21.11 Licensee shall not be entitled to surrender the Premises to avoid liability for the License fee due to the condition of the Premises, nor shall any purported consensual surrender be effective unless expressly agreed to in a writing signed by the Licensor. 21.12 Licensor and Licensee represent that in the event an action for summary proceedings to recover possession of the Premises is commenced, the amount set forth in this License shall be deemed a reasonable license fee for the Premises. SURRENDER OF PREMISES 22.1 Upon termination Licensee shall surrender the Premises clean and in the same condition as on the Commencement Date, except for any improvements a 11 o w e d t o r e m a i n by Licensor, and promptly deliver all keys for the Premises to Licensor. Any damage to the Premises resulting from removal of trade fixture, personal property or similar items shall be repaired at Licensee's expense. All expenses incurred by Licensor in connection with repairing or restoring the Premises to the designated condition, together with the costs, if any, of removing any property of Licensee shall be invoiced to Licensee and be payable within ten (10) clays after receipt of invoice. If payment is not made on the invoice, Licensor shall be entitled to access the Security Deposit to pay the invoice. PERFORMANCE COVENANTS 23.1 If Licensee fails to pay any money or to perform any covenant required by this License, Licensor shall have the right, but not the obligation, to make such payment or access the Premises and perform such acts. All sums so paid or incurred by Licensor and all incidental costs, including without limitation the cost of repair, maintenance or restoration of the Premises, shall be deemed additional f e e s and shall be due and payable within thirty (30) days of Licensee's receipt of any invoice. HOLDING OVER 24.1 If Licensee remains in possession of the Premises after the Termination Date, it will be deemed to be occupying the Premises as a month to month Licensee, subject to all the covenants of this License to the extent that they can be applied to a month to month Licensee, except that the monthly installment of the base license fee for each month will be Ten Thousand Dollars and 00/cents ($10,000 .00) payable on the first day of each month Licensee holds over. INDEMNIFICATION,RELEASE OF LIABILITY AND WAIVER 25.1 Licensee shall, at its expense, indemnify, defend, and hold harmless Licensor, its licensees, servants, agents, employees and contractors, from any loss, damage, claim, liability or expense, (including reasonable attorney fees) of any kind, type or description, including without limitation, claims for bodily injury, disease, death, property damage or environmental clean-up arising directly or indirectly out of or in connection with the acts or omissions of Licensee, its licensees, servants, agents, employees, guests, invitees or contractors, or the failure of Licensee to comply with any covenant of this License. 25.1 Licensee shall require that each participant in activities provide by the Licensee execute a release and waiver agreement as set forth in Attachment B to this agreement. NON-DISCRIMINATION 26.1 Licensee shall not discriminate in the hiring of any employees or contractors,in its use of the Premises or in any activities conducted or permitted on the Premises, directly or indirectly on the basis of age, race, color, religion, national origin, sex, height, weight, handicap, marital status, sexual orientation,political orientation or any other illegal basis. ADDITIONAL PROVISIONS 27.1 Time is of the essence in all provisions of this License. 27.2 Any waiver, alternation, modification or amendment of this License shall not be effective unless in writing and signed by all parties. 27.3 This License shall be binding upon and the benefits shall inure to the heirs, successors, representatives and assigns of the parties. 27.4 Any failure of either party to enforce at any time any term or condition of this License shall not be construed to be a waiver of such term or conditions or of right or either party to enforce such term or condition. 27.5 This License constitutes the entire agreement between the parties and there are no agreements or understandings concerning the subject matter of this License which are not fully set forth. 27.6 If any provision of this License is invalid or unenforceable, the other enumerated provisions shall be liberally construed to effectuate the purpose and intent of this License. 27.7 Any notice, demand, request or other instrument which may be or is required to be given under this License shall be sent by United States mail, certified, return receipt requested, postage prepaid and shall be address, if to the Licensor, to the Parks and Recreation Department, 200 N. Foster Avenue, Lansing, MI 48912 with a copy to the City Attorney's Office, 5th Floor, City Hall, 124 W. Michigan Avenue, Lansing, MI 48933, or such other address as Licensor may designate by written notice and if to Lessee, to Capitol Zip Inc., 565 Comstock Avenue,NE, Grand Rapids, MI 49505, or at such other address that Licensee shall designate by written notice. 27.8 The parties represent that their respective signatories execute this Lease with the requisite authority to sign and bind the parties and that each parry respectfully has complied in all respects with their applicable by-laws, charters, articles and constitutions and have passed all necessary resolutions before executing this License. 27.9 All questions with respect to the construction of this License shall be determined in accordance with applicable Michigan law. 27.10 Reference in this License to persons, entities and items have been generalized. Licensor or Licensee may mean one person, entity or thing whenever such usage is appropriate or a group of persons acting as a single entity. Similarly, pronouns of one gender should be considered interchangeable with pronouns of the other gender. CONDITIONS PRECEDENT 28.1 This License is conditioned upon the Licensee obtaining financing within Three Hundred and Sixty-Five Days (365) from the date of execution of this agreement. Furthermore, Licensee is committed to repaying any financing obtained for this business enterprise within five (5)years of the date of signing this License. IN WITNESS WHEREOF, Licensor and Licensee have executed this License as of the date below. LICENSOR: LICENSEE: The City of Lansing Zip the Grand,INC. a Michigan municipal corporation DBA: Capitol Zip By By Name: Virgil Bernero Name: Its: Mayor Its: Authorized Agent Approved as to form: James D. Smiertka Chris Swope Lansing City Attorney Lansing City Clerk