commerce, walled lake & wixom (cw2) … · understands that the organization is an...

COMMERCE, WALLED LAKE & WIXOM (CW2) TRAILWAY MANAGEMENT COUNCIL

WIXOM CITY HALL 49045 Pontiac Trail Wixom, MI 48393

AGENDA

Wednesday 11 April 2018 3:00 P.M.

1. Approval of Minutes

2. Public Comment

3. Update on Design/Engineering & grant applications

a. Discussion/Approval of Community Foundation of Greater Rochester

as grant fiduciary

b. Phase one Construction Engineering RFP

c. Phase Two Discussion: for Design/Engineering RFP, schedule

4. Adams Billboard Lease Update

5. Trail Manager Report

6. Financials submitted, discussion as warranted

a. Forensic accounting presentation – J. Leppek

7. Other matters and next meeting date

a. Next Friends Group meeting May 1; Commerce Library

b. Next Trail Council meeting May 9; Wixom

8. Approve the Warrants

a. Manager of the Air Line Trail

b. Trail Attorney’s invoice

c. Invoices for Boss Engineering

9. Public Comment

10. Adjourn

Commerce, Walled Lake, Wixom Trailway Council Meeting 3-14-2018

3 p.m. Wixom City Offices 49045 Pontiac Trail Wixom, MI 48393

Council members David Scott Commerce President Present Colleen Coogan Walled Lake Treasurer Present Steven Brown Wixom Secretary Present John Hensler, Manager of the Michigan Air Line Trail Hans Rentrop, Adkison, Need, Allen, & Rentrop, PLLC Also Present: Kristen Wiltfang, Sheryl Lucas, Deanna Magee, Fred Dore, Bradd Maki, Gabriel Costanzo, Susan Helke, John Calvert Meeting was called to order by President David Scott at 3:00 p.m.

ITEM # DESCRIPTION ACTION BY

1 Approval of 2-14-2018 Minutes. Motion by Coogan, supported by Brown, to approve the Minutes of February 14, 2018. Motion Carried unanimously.

2 Public Comment. There was no public comment.

3 Update on Design/Engineering & TAP Grant Application.

Depot Trailhead parking lot improvements were discussed. Walled Lake reiterated that the parking lot must be paved or they would not be participating in the TAP grant. Stantec currently has the trailhead parking lot listed as a “non-participating; scope item, however the Trail Manager will request that this be changed to “participating.” Manager will work with Stantec and Boss Engineering to revise/refine current budget and design, since MDOT has advised that landscaping of the site is out of the road right-of-way and deemed ineligible. Mr. Calvert mentioned that if a budget issue arises, Mr. Mike Levine may consider paying for the lot paving if it was non-participating. This offer was discussed, and it was mentioned that if considered the offer will need to be in writing to ensure that the funds go directly to the Depot trailhead. For the time being, the budget and design of the trailhead improvements will be modified and see if the project can fit in the existing grant as participating. Ms. Wiltfang shared some initial feedback from the Oakland County Historic Preservation Architects regarding the Depot building. Based on the visual inspection of the site, the wood window sills and trim are rotted, lower clapboards of the siding are also rotted, holes at the foundation, and gutters and downspouts have split and/or cracked, etc. A second site visit is needed after the snow has melted. The architects have offered to present the findings of the conditions assessment to the Trail Council at an upcoming meeting. Ms. Wiltfang also mentioned the Lowe’s Home Improvement Community Partners Grant information will be released on March 19th. This could be a potential funding source make necessary improvements and stabilize the Depot.

Manager to work with Stantec/Boss to get changes made to

Depot Trailhead Parking Lot design

Manager to assure Depot Trailhead

improvements are listed as

“participating scope items” in TAP grant.

3A A brief discussion was had for the potential establishing a non-endowed fund

with the Community Foundation of Greater Rochester (CFGR). An application

was submitted to a potential donor for additional funding for the trail construction project. However, the funds must go to an established 501 (c)(3) non-profit. Manager has met with both Wixom Community Foundation and Community Foundation of Greater Rochester; the potential donor deemed the Wixom Community Foundation was too small in scale, but the CFGR might be suitable. Donor is also exploring a potential fix with MTGA/other non-profits to act as a fiduciary.

3B Amenity placement location. No discussion; the few amenities in the grant will

be placed among the three communities. It is anticipated a Trash Receptacle, bench and bike rack will be at the Depot trailhead, with a bench in each of the other two communities.

4 Update on Road Crossing Applications. Stantec has received comments back

from the Road Commission for Oakland County (RCOC) regarding the permit applications. RCOC has requested a site visit for the proposed crossing at Pontiac Trail near the Depot. That is still TBD, but could happen as early as next week.

Manager email to TC when RCOC site visit

is scheduled.

5 Adams Billboard Lease Agreement. Negotiations remain in progress. Update

anticipated at April meeting. Commerce mentioned that once the new billboard is installed, Adams advertising will maintain the surrounding vegetation to aid both the view of the sign and law enforcement’s view of the trail area.

8 Financials submitted, discussion as warranted. Ms. Coogan reviewed financials.

The Council will issue overpayment checks to the three communities ($2,226.87 to Walled Lake, $1674.20 to Wixom, $54,712.30 to Commerce). An additional $6,396.25 may go to Commerce upon further review. Coogan moved, Scott supported officially approving the 2018 Council budget. Motion carried unanimously. No contributions for communities are needed for the 2018 budget, contributions for 2019 will be addressed in the fall when the 2019 budget is drafted.

Checks to be cut for the three communities

as directed.

Manager to check with J. Bushey as to

where donations from individuals were recorded on the Council ledger.

9 Other Matters and Next Meeting Date. Scott directed manager to draft a policy

for trail access for developers and others that might want to create direct access to the trail. Wiltfang suggested checking to see what the Paint Creek Trail uses as a licensing agreement, as well as what Rochester Hills has as a policy. Manager will investigate further.

Manager to investigate and draft trail access policy for

review by council.

6 Potential Property Acquisition, Crumb Road property. Manager shared a 3-year quote for Phragmites mitigation; continues to solicit engineering study estimates from environmental firms to determine next steps. Mr. Scott pointed out that it might be worthwhile to request that MDOT take steps to control the Phragmites onsite. It was also pointed out that if a path from the Crumb Rd. turnaround to the trail is constructed, it might have to follow a circuitous path as the west ramp for the pedestrian bridge might interfere.

Manager to hold off on quotes for

engineering studies and budget

7 Trail Manager Report. Manager will attend Trails, Water and Land Alliance meeting on April 19 (AM), and the Great Lake to Lake Trail Council 1st meeting in the afternoon of the 19th. West Bloomfield Township is negotiating with a developer to include a new trailhead/parking lot near the junction of the West Bloomfield Trail/Michigan Air Line Trail, with direct access to trail from parking lot. Friends of the MAT is developing on smaller-scale fundraising plans for items like additional benches, bike racks and shade shelters. MAT website updated with new “Bridge Progress” page.

Follow up with OC Staff for Depot site plan and future presentation to Trail

Council

Mr. Rentrop indicated that the transfer of the deed for the ShearWater trailhead property is in process. Update next month.

• Next regular MAT Trail Council meeting is Wednesday, April 11 at 3pm, at the Wixom City Offices.

• Next MAT Friends Group meeting is April 3, at 6:30 pm, at the Commerce Township Library.

10 Approve the Warrants. Scott moved, Coogan supported approval of the

following for payment. Motion Carried unanimously.

• Invoice for the Manager of the Michigan Air Line Trail, • Invoice for the firm of Adkison, Need, Allen, & Rentrop,

PLLC • Invoice for Belfor Property Restoration.

Invoices to be paid.

11 Public Comment. There was no additional public comment.

12 Adjourn. Motion by Scott, supported by Coogan to adjourn. Motion Carried

Meeting Adjourned at 4:10 PM

COMMUNITY FOUNDATION OF GREATER ROCHESTER, INC. FUND AGREEMENT FOR

THE MICHIGAN AIR LINE TRAIL NON-ENDOWED FUND THIS AGREEMENT is entered into on April ___, 2018, by and between the COMMERCE, WALLED LAKE AND WIXOM TRAILWAY MANAGEMENT COUNCIL (the “Organization”) and the Community Foundation of Greater Rochester, Inc. (the “Foundation”), to establish the MICHIGAN AIR LINE TRAIL NON-ENDOWED FUND (the “Fund”) within the Foundation. The Community Foundation agrees to accept contributions resulting from solicitation to create the Fund. The Organization may add to the Fund from time to time and it is hoped other individuals and organizations will also add to the Fund. The Organization and the Foundation hereby agree as follows: 1. IDENTIFICATION OF FUND. The Fund shall be known as the MICHIGAN

AIR LINE TRAIL NON-ENDOWED FUND of the Community Foundation of Greater Rochester, Inc. The Fund will be identified using that name in all appropriate literature, reports, promotional material, and other public documents.

2. TYPE/PURPOSE OF FUND. The Fund shall be a non-endowed Advised

Fund. The undersigned establishes the Fund described above for the purpose of providing support for the development, administrative support, marketing, fundraising and/or related activities, expenses and programs that promote, enhance and support the Michigan Air Line Trail. The Foundation understands that the Organization is an unincorporated association of individuals, operating under an Interlocal Agreement dated 05-26-2009, by and between Commerce, Walled Lake and Wixom, a copy of which is attached hereto, representing various entities within the communities coming together for the purposes as stated above. The Organization shall have the right to make periodic recommendations to the Board of Trustees of the Foundation about distributions of the Fund. The Organization understands that all recommendations for distribution are advisory and are not binding upon the Foundation. The final decision about when distributions should be made, the amount of distributions, and who should receive distribution of the Fund shall rest solely with the Board of Trustees of the Foundation. The Organization, through an advisory committee initially comprised of the persons shown below shall recommend to the Foundation’s Board of Trustee’s distributions from the Fund. All recommendations for distributions shall be made in accordance with the Interlocal Agreement and in the case where a recommendation is for a distribution of grant monies, shall be in accordance with the terms and conditions of the grant, if any. All distributions from the Fund will be made in writing accompanied by supporting documentation/resolution and will be signed the two representatives of the

organization duly authorized to execute documents on behalf of the advisory committee. Advisory Committee members:

1. John Hensler* 2. Steven Brown 3. David Scott* 4. Colleen Coogan

*Authorized by advisory committee to execute documents The Foundation shall be notified in writing of any changes to the committee.

3. DISTRIBUTION OF THE FUND. Distribution of the Fund shall be for the purpose set forth above subject to the provisions of the laws of the United States of America, the United States Internal Revenue Code, and the laws of the State of Michigan, as they may be amended. The Foundation will use its best efforts to honor any restriction or condition imposed by the Organization on the use of the Fund. It is understood and agreed that all assets are held in the Fund subject to the Articles of Incorporation and Bylaws of the Foundation which powers include but are not limited to the power of the Board of Trustees of the Foundation:

a. to modify any restriction or condition on the distribution of funds for any

specified charitable purpose or purposes or to a specified charitable organization or organizations if in the sole judgment of the Board (without the necessity of the approval of any participating trustee, custodian, or agent), such restriction or condition becomes, in effect, unnecessary, incapable of fulfillment, or inconsistent with the charitable needs of the community or area served;

b. to replace any participating trustee, custodian, or agent for breach of fiduciary duty under Michigan law; and

c. to replace any participating trustee, custodian, or agent for failure to produce a reasonable return of net income over a reasonable period of time, as determined by the Board.

The Organization understands and agrees that the Foundation will not make a distribution which will in the judgment of the Foundation’s Board of Trustees endanger the Foundation’s status under IRC Section 501(c)(3), as amended, or any successor thereto.

4. ADMINISTRATION OF THE FUND. The Fund is the property of the Foundation. The Organization is not giving the property described above to the Foundation with the intent of creating a separate trust and a separate trust shall not be deemed to be hereby created. The Fund shall be administered and distributed pursuant to the Articles of Incorporation and Bylaws of the Foundation, the laws of the United States of America, the State of Michigan,

and applicable provisions of the United States Internal Revenue Code, as they may be amended. The Fund shall be held as part of the general assets of the Foundation. The Foundation is authorized to retain, invest, and reinvest and commingle the assets of the Fund with those of other funds within the Foundation for investment purpose. A percentage of the Foundation’s investment earnings shall be allocated to the Fund based upon the proportion which the Fund’s balance represents of the Foundation’s general assets.

In accordance with Foundation policy, Fund Statements dated June 30 and December 31 will be provided to the Advisory Committee and Audited Financial Statements and Form 990s are available for public review. 5. COSTS CHARGED TO THE FUND. The Fund shall share a portion of the

total investment and administrative costs of the Foundation. Those costs shall be charged periodically against the Fund in accordance with the then current fee schedule established by the Foundation as applicable to the funds maintained by it. In addition, the Fund shall also be charged for all costs incurred in connection with accepting, managing, or transferring property donated to the Foundation for the Fund.

6. TERMINATION OF THE FUND. The Fund shall continue as long as there

are assets available in the Fund and the purpose(s) for which the Fund was created can be served by its continuation. If the Fund is terminated, Foundation shall use the remaining assets in the Fund for charitable purposes which, in the exercise of the discretion of the Board of Trustees of the Foundation, further the purpose of the Fund as nearly as possible. In the event the purpose(s) for which the fund was created can no longer be accomplished, the Foundation shall use the Fund for such purposes as its Board of Trustees determine are within the scope of the charitable purposes of the Foundation’s Articles of Incorporation and Bylaws. Under no circumstances, however, shall the remaining assets in the Fund revert to the heirs of any donor. If the Fund balance falls below $500 for a period of six (6) months, the Fund may be retired and the Fund balance transferred to the Foundation’s Community Endowment Fund.

7. LITERATURE. The Foundation has the right to review all literature used to

promote the Fund, prior to publication. By the execution of this Agreement, the parties signify their acceptance of the terms and conditions as set forth herein. “Organization” Commerce, Walled Lake and Wixom Trailway Management Council

______________________________ Date: By: John Hensler Its: Trail Manager

______________________________ Date: By: David Scott Its:

“Foundation” Community Foundation of Greater Rochester

______________________________ Date: By: Johanna H. Allen Its: Executive Director

Fee Schedule Adopted November 2017 The Community Foundation of Greater Rochester funds its administrative activities in two ways: • Contributions • Administrative fees Endowed and Non-Endowed Funds: Annual Fee: 2% Brokerage fee: 0.875% Blessings In A Backpack Pool Funds: Annual Fee: 2.5% Special Project Funds: Special Project Funds or those funds whose maintenance is labor intensive may have specifically designed fee schedules determined on a case by case basis (i.e. Veterans Memorial Pointe Fund, Rochester Gateway Park Fund, or Mike Walden Velodrome Fund) All funds are invested and the earnings credited to the funds on a monthly basis following the statement received. Administrative fees are assessed monthly. The Community Foundation of Greater Rochester Board of Trustees reserves the right to review and change this fee schedule.

FIRST AMENDMENT TO LEASE AGREEMENT Lease 20702

This First Amendment to Lease Agreement is made between Adams Outdoor Advertising Limited Partnership (Lessee) whose address is 880 James L. Hart Parkway, Ypsilanti, MI 48197 and the Commerce, Walled Lake, and Wixom Trailway Management Council (Lessor), whose address is 2009 Commerce Drive, Commerce Township, Michigan 48390, successor in interest to Michigan Air-Line Railway, Co.

1. This First Amendment to Lease Agreement shall be effective as of January 1, 2018.

2. This First Amendment to Lease Agreement modifies and amends the Lease Agreement between Lessor and Lessee dated November 26, 2006 and the Addendums made a part thereof. The Lease and Addendums are attached to this First Amendment to Lease Agreement as Exhibit 1. As of the date of this First Amendment to Lease Agreement the documents attached as Exhibit 1 are the only documents that were in effect between the parties.

3. Paragraph 1 of the Lease Agreement is amended to read as follows: Demise: Lessor hereby leases and demises to Lessee the property described on attached Exhibit 2 (the Property) for the purpose of erecting, operating, maintaining, repairing, modifying, and reconstructing a single face digital outdoor advertising structure no greater in size than 20 feet by 60 feet with the equipment and accessories shown on attached Exhibit 2 (“Structures”) and Lessor warrants to Lessee the quiet enjoyment of the Property during the term of this Lease, subject however to the rights of Commerce Township as contained in its Second Amended Consent Judgment in Oakland County Circuit Court Case No. 09-097253-NZ and the rights of the Michigan Department of Natural Resources (MDNR) as set forth in the Project Agreement between Lessor and the MDNR dated February 6, 2013, as amended, and those other restrictions, rights and encumbrances of record. Lessee shall also be granted an easement over the land depicted in Exhibit 2 for utility and vehicular access to the Property. Vehicular access to the property shall be accomplished so as to minimize the disruption to the Trailway over which the easement is granted. Access, utility installation, and maintenance activities shall be in accord with those conditions detailed in Exhibit 2. Any damage caused to Lessor’s property by utility installation or maintenance or by vehicles or equipment accessing the Property or Structures over the easement shall be and the Lessors property shall be restored to its condition prior to the damage repaired as soon as practicable.

First Amendment to Lease Agreement Adams Outdoor Advertising Limited Partnership Commerce, Walled Lake, and Wixom Trailway Management Council Page 2 of 5

4. Paragraph 2 of the Lease Agreement is amended to read as follows: Term: This Lease is for a term of 10 years beginning on January 1, 2018 and ending on December 31, 2027.

5. Paragraph 3 of the Lease Agreement is amended to read as follows: Rent: Rent shall be in

the amount of $25,000 per year payable annually in advance and adjusted upward annually beginning for year two of the Lease by the greater of 3 percent over the previous year’s rent or the Consumer Price Index (CPI) for the Detroit-Warren-Dearborn Core Based Statistical Area as published by the U.S. Department of Labor, not including food and energy, for the entire preceding calendar year. For the year 2018 only, Rent shall be due before construction begins and shall prorated to December 31, 2018. As additional rent, Lessee shall pay all costs to remove existing vegetation on Lessor’s property and property owned by the Michigan Department of Transportation (MDOT) between the leased Property and the M-5 highway sufficient to permit a clear view of the Lessor’s Trailway between the M-5 highway and the leased Property. Lessee shall, at its sole expense, prepare a landscape plan to revegetate the cleared land with plants and shrubs that will not, at full growth height, interfere with the view of the Trailway as detailed above. Lessor reserves the right to approve the proposed landscape plan and the manner of its implementation. Lessor agrees to cooperate with Lessee in the application for necessary municipal and MDOT permits to accomplish the clearing and revegetation. Once completed, the Lessee shall, at its sole expense, maintain the revegetated area in the approved condition.

6. Paragraph 6 of the Lease Agreement is amended to read as follows: Cancellation: If a

change in circumstances occurring after execution of this Lease causes any of the following events, then Lessee may, in its sole discretion, cancel this lease without a proration of Rent paid:

a. The advertising copy on the digital face becomes substantially obstructed; b. The Property cannot safely be used for the erection, maintenance, or operation of a

single face digital billboard; c. The Lessee is unable to obtain, maintain, or continue in force any permit or approval

necessary for the erection, maintenance, or operation of the Structures as originally erected;

d. The use of the Structures, as originally erected, is prevented by law or exercise of a governmental power.

7. Paragraph 7 of the Lease Agreement is amended to read as follows: Indemnification:

Lessee assumes the entire responsibility and liability of any claims, causes of action,


lawsuits, injuries or alleged injuries (including death) to any person, entity, or property arising from this Lease and the easements associated therewith, including but not limited to the work or operations of Lessee, its contractors or subcontractors, agents, and employees. Lessee shall defend, indemnify, and hold Lessor harmless for and against any such claims, injuries, lawsuits, or causes of action and shall pay all damages, costs, and expenses in connection therewith or resulting therefrom. Lessor shall defend, indemnify, and hold Lessee harmless from and against any damage to the Structures or any claims, injuries, lawsuits, or causes of action by third persons, which are caused by Lessor, its employees, contractors, or subcontractors and shall pay costs and expenses associated therewith.

8. Paragraph 9 of the Lease Agreement is amended to read as follows: Assignment: This Lease Agreement is binding upon the successors and assigns of both Lessor and Lessee and except as noted in the next sentence, Lessor and Lessee shall have the right to assign this Lease Agreement. Lessor agrees not to assign this Lease for the benefit of any competitor of Lessee without Lessee’s written permission.

9. Paragraph 13 of the Lease Agreement is amended to read as follows: Miscellaneous:

Neither Lessor nor Lessee shall be bound by any terms, conditions, or oral representations that are not set forth in this Lease Agreement. This Lease and any written Amendment or Addendum thereto represent the entire agreement of the Lessor and Lessee with respect to the Structures and the Property.

10. Paragraph 14 of the Lease Agreement is deleted.

11. Commerce, Walled Lake, and Wixom Trailway Management Council is substituted for

Michigan Air-Line Railway Co. as Lessor in the initial paragraph.

__________________________________ Date:______________


Commerce, Walled Lake, and Wixom Trailway Management Council

By its Manager, John Hensler

________________________________

Witness

________________________________

Witness

__________________________________ Date:______________

Adams Outdoor Advertising Limited Partnership

By _____________________

Its______________________

__________________________________

Witness

__________________________________

Witness


m:\ctc\michigan airline trail\adams sign\drafts\2018-04-06 first lease amendment from last pga proposal on 2017-11-06 (clean).docx

FIRST AMENDMENT TO LEASE AGREEMENT Lease 20702

This First Amendment to Lease Agreement is made between Adams Outdoor Advertising Limited Partnership (Lessee) whose address is 880 James L. Hart Parkway, Ypsilanti, MI 48197 and the Commerce, Walled Lake, and Wixom Trailway Management Council (Lessor), whose address is 2009 Commerce Drive, Commerce Township, Michigan 48390, successor in interest to Michigan Air-Line Railway, Co.

1. This First Amendment to Lease Agreement shall be effective as of January 1, 2018.

2. This First Amendment to Lease Agreement modifies and amends the Lease Agreement between Lessor and Lessee dated November 26, 2006 and the Addendums made a part thereof. The Lease and Addendums are attached to this First Amendment to Lease Agreement as Exhibit 1. As of the date of this First Amendment to Lease Agreement the documents attached as Exhibit 1 are the only documents that were in effect between the parties.

3. Paragraph 1 of the Lease Agreement is amended to read as follows: Demise: Lessor hereby leases and demises to Lessee the property described on attached Exhibit 2 (the Property) for the purpose of erecting, operating, maintaining, repairing, modifying, and reconstructing a single face digital outdoor advertising structure no greater in size than 20 feet by 60 feet with the equipment and accessories shown on attached Exhibit 2 (“Structures”) and Lessor warrants to Lessee the quiet enjoyment of the Property during the term of this Lease, subject however to the rights of Commerce Township as contained in its Second Amended Consent Judgment in Oakland County Circuit Court Case No. 09-097253-NZ and the rights of the Michigan Department of Natural Resources (MDNR) as set forth in the Project Agreement between Lessor and the MDNR dated February 6, 2013, as amended, and those other restrictions, rights and encumbrances of record. Lessee shall also be granted an easement over the land depicted in Exhibit 2 for utility and vehicular access to the Property. Vehicular access to the property shall be accomplished so as to minimize the disruption to the Trailway over which the easement is granted. Access, utility installation, and maintenance acivities shall be in accord with those conditions detailed in Exhibit 2. Any damage caused to Lessor’s property by utility installation or maintenance or by vehicles or equipment accessing the Property or Structures over the easement shall be and the Lessors property shall be restored to its condition prior to the damage repaired as soon as practicable .

Deleted: _______________.

Deleted: together

Deleted: ___________

Deleted: at times and dates mutually agreeable to Lessor and Lessee with the intention of minimizing

Deleted: Utility

Deleted: immediately repaired


4. Paragraph 2 of the Lease Agreement is amended to read as follows: Term: This Lease is for a term of 10 years beginning on January 1, 2018 and ending on December 31, 2027.

5. Paragraph 3 of the Lease Agreement is amended to read as follows: Rent: Rent shall be in

the amount of $25,000 per year payable annually in advance and adjusted upward annually beginning for year two of the Lease by the greater of 3 percent over the previous year’s rent or the Consumer Price Index (CPI) for the Detroit-Warren-Dearborn Core Based Statistical Area as published by the U.S. Department of Labor, not including food and energy, for the entire preceding calendar year. . For the year 2018 only, Rent shall be due before construction begins and shall prorated to December 31, 2018. As additional rent, Lessee shall pay all costs to remove existing vegetation on Lessor’s property and property owned by the Michigan Department of Transportation (MDOT) between the leased Property and the M-5 highway sufficient to permit a clear view of the Lessor’s Trailway between the M-5 highway and the leased Property. Lessee shall, at its sole expense, prepare a landscape plan to revegetate the cleared land with plants and shrubs that will not, at full growth height, interfere with the view of the Trailway as detailed above. Lessor reserves the right to approve the proposed landscape plan and the manner of its implementation. Lessor agrees to cooperate with Lessee in the application for necessary municipal and MDOT permits to accomplish the clearing and revegetation. Once completed, the Lessee shall, at its sole expense, maintain the revegetated area in the approved condition.

6. Paragraph 6 of the Lease Agreement is amended to read as follows: Cancellation: If a

change in circumstances occurring after execution of this Lease causes any of the following events, then Lessee may, in its sole discretion, cancel this lease without a proration of Rent paid:

a. The advertising copy on the digital face becomes substantially obstructed; b. The Property cannot safely be used for the erection, maintenance, or operation of a

single face digital billboard; c. The Lessee is unable to obtain, maintain, or continue in force any permit or approval

necessary for the erection, maintenance, or operation of the Structures as originally erected;

d. The use of the Structures, as originally erected, is prevented by law or exercise of a governmental power.

7. Paragraph 7 of the Lease Agreement is amended to read as follows: Indemnification:

Lessee assumes the entire responsibility and liability of any claims, causes of action,

Deleted: 15

Deleted: December 1, 2017

Deleted: November 30, 2032

Deleted: $__________

Deleted: 4

Deleted: If the CPI rent adjustment is used, rent shall be recalculated for the upcoming term using the average of the last two bimonthly reports issued before the anniversary of the Lease and multiplying last year’s Rent by the CPI figure for all items less food and energy.


lawsuits, injuries or alleged injuries (including death) to any person, entity, or property arising from this Lease and the easements associated therewith, including but not limited to the work or operations of Lessee, its contractors or subcontractors, agents, and employees. Lessee shall defend, indemnify, and hold Lessor harmless for and against any such claims, injuries, lawsuits, or causes of action and shall pay all damages, costs, and expenses in connection therewith or resulting therefrom. Lessor shall defend, indemnify, and hold Lessee harmless from and against any damage to the Structures or any claims, injuries, lawsuits, or causes of action by third persons, which are caused by Lessor, its employees, contractors, or subcontractors and shall pay costs and expenses associated therewith.

8. Paragraph 9 of the Lease Agreement is amended to read as follows: Assignment: This Lease Agreement is binding upon the successors and assigns of both Lessor and Lessee and except as noted in the next sentence, Lessor and Lessee shall have the right to assign this Lease Agreement. Lessor agrees not to assign this Lease for the benefit of any competitor of Lessee without Lessee’s written permission.

9. Paragraph 13 of the Lease Agreement is amended to read as follows: Miscellaneous:

Neither Lessor nor Lessee shall be bound by any terms, conditions, or oral representations that are not set forth in this Lease Agreement. This Lease and any written Amendment or Addendum thereto represent the entire agreement of the Lessor and Lessee with respect to the Structures and the Property. .

10. Paragraph 14 of the Lease Agreement is deleted.

11. Commerce, Walled Lake, and Wixom Trailway Management Council is substituted for

Michigan Air-Line Railway Co. as Lessor in the initial paragraph.

__________________________________ Date:______________

Deleted: All


Commerce, Walled Lake, and Wixom Trailway Management Council

By its Manager, John Hensler

________________________________

Witness

________________________________

Witness

__________________________________ Date:______________

Adams Outdoor Advertising Limited Partnership

By _____________________

Its______________________

__________________________________

Witness

__________________________________

Witness


m:\ctc\michigan airline trail\adams sign\drafts\2018-04-06 first lease amendment with redlining from last pga proposal on 2017-11-06.docx Deleted: m:\ctc\michigan airline trail\adams sign\drafts\2017-

11-06 first lease amendment.docx

5045 Mansfield Ave. • Suite 305 • Royal Oak, MI 48073 248.506.0942 • [email protected]

TO: CW2 Trailway Council/Colleen Coogan c/o City of Walled Lake 1499 E. West Maple Rd. Walled Lake, MI 48390

INVOICE: CW2 Air Line Trail Manager, March 13 — April 9, 2018 INVOICE DATE: April 10, 2018 DESCRIPTION: Support for the following work from March 13—April 9, 2018: Marketing: Monthly maintenance/build-out, posting/updating to social media accounts (Facebook, Instagram, Twitter): 5 hrs Presentation development, animation for Fundraising sources, etc: 11 hrs Further refinements & development of 2nd gen website, video for site 5 hrs 21 hours Research & study of trail materials and surface types, including engineer/constructor consultation of other trails and their surfaces (ongoing) 1 hour Grant Application/Solicitation follow-up and development including consultation, creation/review of documents, management, writing, etc. 16 hours

Meetings/Events: Hours: 3.14 Phase Two initial discussion meeting 1.5 3.14 Trailway Council 2.0 3.22 M-5 Bridge Construction Update Meeting, FTCH 1.5 3.27 Meeting/Presentation with potential donor, Detroit 4.0 3.28 MDOT GI Meeting, Wixom 5.5 4.3 MAT Friends’ Group meeting 2.5 4.5 M-5 Bridge Construction Update Meeting, FTCH 1.5 4.9 Pontiac Trail /Depot Lot meeting, Boss Eng, Howell 3.5 22 hours

Continued next page

5045 Mansfield Ave. • Suite 305 • Royal Oak, MI 48073 248.506.0942 • [email protected]

Continued from previous page… Misc administrative tasks: email, Maintenance for MailChimp service (edits/adds to email list, emails to Friends group), general phone meetings/consultation, coordination, etc. 10 hours TOTAL @ $24/hour $1,680.00 TOTAL this invoice $1,680.00

Remit to: John Hensler 5045 Mansfield Ave. Suite 305 Royal Oak, MI 48073 248.506.0942 SS# 381-76-1596 Terms: 15 days Thank You! invoice sam:JWHT41018

Adkison, Need, Allen, & Rentrop, PLLC39572 Woodward

Suite 222Bloomfield Hills, MI 48304

248-540-7400, Fax 248-540-7401Tax ID Number: 38-3224154

Page: 1Michigan Air Line Trail March 31, 20182009 Township Drive Account No: 3051MCommerce Township MI 48390 Attn: John Hensler

Balance

$132.00

Please note that the firm accepts Visa, Mastercard, American Express andDiscover.

Adkison, Need, Allen, & Rentrop, PLLC39572 Woodward

Suite 222Bloomfield Hills, MI 48304

248-540-7400, Fax 248-540-7401Tax ID Number: 38-3224154

Page: 1Michigan Air Line Trail March 31, 20182009 Township Drive Account No: 3051-0000MCommerce Township MI 48390 Statement No: 112604 Attn: John Hensler

Previous Balance $300.00

Fees

Rate Hours03/07/2018 Receive and review Warranty Deed for trail head property

from James Galbraith. 120.00 0.10 12.00

03/14/2018 Attend Trailway Council meeting. 120.00 1.00 120.00

For Current Services Rendered 1.10 132.00

Total Current Work 132.00

Payments

03/26/2018 Payment Received, Check # 2096 -300.00

Subtotal $132.00

Total Due for this Matter $132.00

Please note that the firm accepts Visa, Mastercard, American Express andDiscover.

commerce, walled lake & wixom (cw2) … · understands that the organization is an...

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