M-1 Rail MDOT Operating License Agreement

8/13/2019 M-1 Rail MDOT Operating License Agreement

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OPERATING LICENSE AGREEMENT

FOR THE

M-1 RAIL STREETCAR SYSTEM

BY AND AMONG

MICHIGAN DEPARTMENT OF TRANSPORTATION

AND

M-1 RAIL AND M-2 RAIL


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AGREEMENT NO. 2014-0051

OPERATING LICENSE AGREEMENT

This Operating License Agreement (this Agreement) is made and entered into as of this___ day of ____________, 2014, by and between the Michigan Department of Transportation,

hereinafter referred to as MDOT; and M-1 RAIL, a Michigan nonprofit corporation; and M-2

RAIL, a Michigan nonprofit corporation; for the purpose of fixing the rights and obligations of

the parties in agreeing to the licensing, operations and maintenance of a streetcar system in theHighway M-1 (Woodward Avenue), located within the corporate limits of the City of Detroit,

Michigan.

RECITALS:

WHEREAS, MDOT has jurisdiction over Woodward Avenue north of Adams Avenue,and the City of Detroit (the City) has jurisdiction over Woodward Avenue from the southern

terminus thereof to Adams Avenue; and

WHEREAS, M-1 RAIL and M-2 RAIL are both Michigan nonprofit corporations

organized under the Nonprofit Street Railway Act, MCL 472.1 et seq., Act 35 of the Public Acts

of 1867, as amended; and

WHEREAS, M-1 RAIL and M-2 RAIL propose to own, construct, furnish, equip,complete, operate, improve and maintain a public circulator streetcar system (as more fully

defined below, the Streetcar System) in the City running within the public right-of-way of

Woodward Avenue from the southern terminus of the Streetcar System at Larned Street to the

northern terminus of the Streetcar System, two blocks north of Grand Boulevard. Specifically,M-2 RAIL will construct and own the Streetcar System and will lease the Streetcar System to

MDOT; MDOT will sublease the Streetcar System to M-1 RAIL; and M-1 RAIL will operate the

Streetcar System for the term of the lease/sublease arrangements, whereupon it is anticipated thatownership of the Streetcar System will devolve upon M-1 RAIL and M-1 RAIL will continue to

operate the Streetcar System until it is donated or transferred to a regional transit authority or

other entity in conformity with federal laws and regulations; and

WHEREAS, the Streetcar System, including the configuration and Station locations

thereof, is more particularly depicted on attached Exhibit A; and

WHEREAS, M-1 RAIL and M-2 RAIL wish to obtain an operating license under the

Nonprofit Street Railway Act to own, construct, furnish, equip, complete, operate, improve andmaintain the Streetcar System along its entire length, including over the part s of MDOTs


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Woodward Avenue right-of-way depicted on attached Exhibit B(as more fully defined below,

the Occupied MDOT Property); and

WHEREAS, M-1 RAIL, M-2 RAIL and MDOT are executing an agreement to detail the

ongoing operations and maintenance of the Streetcar System in, on and over public roads under

the jurisdiction of MDOT pursuant to a separate Operations and Maintenance Agreement by andamong M-1 RAIL, M-2 RAIL and MDOT (as the same may be amended or supplemented from

time to time, the Operations Agreement); and

WHEREAS, M-1 RAIL and M-2 RAIL are obtaining a similar operating license from the

City pursuant to a separate Operating License Agreement by and among M-1 RAIL, M-2 RAIL

and the City; and

WHEREAS, M-1 RAIL and M-2 RAIL are obtaining certain licenses in, on and under

Citys right-of-way over Woodward Avenue from Larned Street to Adams Avenue pursuant to aseparate Construction, Operations and Maintenance Agreement by and among M-1 RAIL, M-2

RAIL and the City; and

WHEREAS, MDOT desires by this Agreement to grant an operating license to M-1

RAIL and M-2 RAIL, and to document the terms and conditions upon which the OccupiedMDOT Property may be used by M-1 RAIL and M-2 RAIL to own, construct, furnish, equip,

complete, operate, improve and maintain the Streetcar System.

NOW, THEREFORE, the Parties agree as follows:

SECTION 1.0 DEFINITIONSThe following capitalized terms shall have the following meanings when used in this

Agreement:

Agreement means this Operating License Agreement.

City means the City of Detroit, a municipal corporation duly organized and existingunder the laws of the State of Michigan.

Contractor means any contractor who executes a contract with M-1 RAIL or M-2

RAIL for the design, construction or operation of the Streetcar System.

MDOT means the department of transportation, the principal department of stategovernment created under section 350 of the executive organization act of 1965, 1965 PA 380,

MCL 16.450.

Effective Date means the date of this Agreement.

Force Majeure means any event beyond the reasonable control of a Party, including,

without limitation: terrorist attacks or events, earthquakes, fires, floods, tornadoes, wars, labor

strikes or similar accidents, disputes or similar events.


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M-1 RAIL means M-1 RAIL, a Michigan nonprofit corporation and its successors and

assigns.

M-2 RAIL means M-2 RAIL, a Michigan nonprofit corporation and its successors and

assigns.

Nonprofit Street Railway Act means the Michigan Nonprofit Street Railway Act, MCL

472.1 et seq., Act 35 of the Public Acts of 1867, as amended before or after the date of thisAgreement.

Notice has the meaning ascribed to it in Section15.0 below.

Occupied MDOT Property means all real property (including streets and improvements

thereto) owned or controlled by MDOT that is to be physically occupied by rail tracks, streetcars,Stations, catenary or related improvements constituting a part of the Streetcar System in

accordance with this Agreement; specifically, portions of the right-of-way of Woodward Avenue

from Adams Avenue to the northern terminus of the Streetcar System, as depicted on Exhibit B.

Party means M-1 RAIL, M-2 RAIL or MDOT, and Parties means such entities

collectively, as governed by the context in which such term is used.

Project means the planning, design, financing, construction and installation of theStreetcar System.

Revenue Operations means the Project has been designed, constructed and tested and is

providing passenger service as a public transit system.

Station means a passenger station constructed and operated as part of the Streetcar

System.

Streetcar means a streetcar vehicle running as part of the Streetcar System.

Streetcar System means the streetcar public transportation system to be owned,

constructed, furnished, equipped, completed, operated, improved and maintained by M-1 RAIL

and M-2 RAIL within the System Alignment, including all rail tracks, Stations, Streetcars, trackdrainage, catenary, wiring, conduits, electrical lines, traction power poles, traction power

substations, streetcar traffic signal equipment, electric current protection equipment, switches

and other functionally related and appurtenant equipment and facilities. Streetcar System

excludes facilities and improvements not required to operate and maintain a public transportationsystem.

System Alignment means the alignment for the Streetcar System as depicted onExhibit A, as the same may be adjusted in the course of final design and construction.

Use Rights means the right to use the Occupied MDOT Property as granted to M-1

RAIL and M-2 RAIL pursuant to this Agreement.


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SECTION 2.0 GENERALM-1 RAIL and M-2 RAIL shall apply for and take out an annual permit from MDOT in

January of each calendar year for the operations and maintenance of the Streetcar System. M-1

RAIL and M-2 RAIL shall submit an advance notice and receive approval a minimum of five (5)

days prior to performing any work under the annual permit. The annual permit and advancenotice shall be electronically submitted through the MDOTs Department Construction Permit

System (CPS).

SECTION 3.0 LICENSE; USE OF MDOT PROPERTY3.1 Grant of LicenseThis License Agreement is entered into by MDOT and M-1 RAIL and M-2 RAIL for the

purpose of allowing use of MDOT owned/controlled land/property for the purpose of owning,

constructing, operating, equipping, maintaining and repairing a Streetcar System, over, on and

under the Occupied MDOT Property. Such uses of the Occupied MDOT Property shall be

without charge by MDOT except as provided in this Agreement. The license shall be deemed togrant to M-1 RAIL and M-2 RAIL all of the rights, franchises and privileges allowable by

MDOT under the Nonprofit Street Railway Act. The specific location, layout and course of theSystem Alignment, including Station locations, is set forth in Exhibit A. This location has been

determined during the design phase of the Project and is subject to adjustment to reflect minor

changes made during the final design and construction process.

This Agreement is subject to the paramount needs of safely operating and maintaining the

highway/transportation facility. MDOT reserves the right to temporarily suspend this

Agreement if necessary for the safe operation and maintenance of the highway/transportationfacility, although MDOT shall endeavor to give reasonable notice of any such temporary

suspension and to limit the suspension to the minimum duration reasonably necessary to thesafe operation and maintenance of the highway/transportation facility. In the event that MDOTtemporarily suspends this Agreement, M-1 RAIL and M-2 RAIL are aware that damage may

occur to the Streetcar System and that MDOT is not required to make repairs and will not be

liable in any way for such damage.

MDOT will coordinate future maintenance and construction activities on the MDOT

Occupied Property with M-1 RAIL and M-2 RAIL and strive to minimize impacts to the StreetcarSystem. MDOT reserves the right to require removal of all or a portion of the Streetcar System

placed on the Occupied MDOT Property by way of this license, if such removal is necessary

to preserve life, respond to an emergency or ensure the physical integrity of the applicable part

of Woodward Avenue as a trunkline road, although in doing so MDOT shall: (i) providereasonable notice to M-1 RAIL and M-2 RAIL of the exercise of such right, (ii) use all

appropriate measures to limit the extent and duration of any such removal, and (iii) cooperate

with M-1 RAIL and M-2 RAIL to minimize or eliminate any disruption of service by theStreetcar System caused by such removal, including (if necessary) by making available

alternative locations to accommodate the continuous operation of the Streetcar System.

MDOT shall not have an obligation to replace, or reimburse any costs incurred by M-1 RAIL


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and M-2 RAIL or any other party in connection with, any such removal of a part of the Streetcar

System.

M-1 RAIL and M-2 RAIL agree that in the event that this Agreement must be

temporarily suspended or M-1 RAIL and M-2 RAIL permanently vacates the Occupied MDOT

Property at will, at the end of this Agreement term or at the request of MDOT, that MDOT willnot be obligated to provide and M-1 RAIL and M-2 RAIL will not be entitled to receive

relocation assistance and/or benefits and any pre-paid rent will not be refunded.

M-1 RAIL and M-2 RAIL will not use or store radioactive, toxic, flammable or

poisonous materials, explosives or other hazardous materials on the premises except in

accordance with all applicable laws, and will not permit hazardous or unreasonablyobjectionable smoke, fumes, vapor, or odors to emit from the Occupied MDOT Property. No

junk or garbage will be stored or allowed to accumulate on the Occupied MDOT Property.

The Parties mutually agree that this Agreement is exempt from Michigan Real Estate

Transfer Tax per MCL 207.505 (h)(i) and MCL 207.526, (h)(i).

3.2 RecordsM-1 RAIL and M-2 RAIL shall keep accurate installation records of the location of all

facilities in the public right of way and furnish said documents to MDOT. M-1 RAIL and M-2

RAIL shall furnish such information in an electronic format compatible with the current MDOTelectronic format within sixty (60) days of Revenue Operation. Upon completion of new or

relocation or construction of underground facilities in the public right-of-way, M-1 RAIL and M-

2 RAIL shall provide MDOT with installation records in an electronic format compatible with

the current MDOT electronic format showing the location of the underground and above groundfacilities. M-1 RAIL and M-2 RAIL agree to furnish the location information in a timely

manner, but in no event longer than thirty (30) days after completion of the applicable facilities.

SECTION 4.0 EFFECTIVE DATE; TERMBeginning on the Effective Date, this Agreement, the Use Rights and the operating

license herein granted shall be operative and in effect for a period of 90 years, unless terminated

earlier. This Agreement and the Use Rights and operating license granted herein shall terminateif: (i) M-1 RAIL and M-2 RAIL permanently abandons the Streetcar System without intent to

rebuild or reactivate it, or (ii) the Streetcar System is out of operation for a continuous period of

two (2) years or more after commencement of Revenue Operations, subject to extension for

delays occasioned by Force Majeure.

SECTION 5.0 CONSIDERATIONIn consideration for the Use Rights granted by MDOT to M-1 RAIL and M-2 RAIL

hereunder, M-1 RAIL and M-2 RAIL agree as follows: (i) to use reasonable efforts to construct,operate and maintain the Streetcar System, subject to: (a) events of Force Majeure, (b) the

availability, within a time acceptable to M-1 RAIL and M-2 RAIL, of all applicable

governmental approvals, permits and grants, (c) the availability of funding for the constructionand operation of the Streetcar System that is acceptable to M-1 RAIL and M-2 RAIL in their sole


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discretion; and (ii) if construction of the Streetcar System is completed, to provide Revenue

Operations to the general public for a period of at least ten (10) years or until the Streetcar

System is transferred to a regional transit authority or other entity in conformity with federallaws and regulations.

SECTION 6.0 OPERATIONSMDOT agrees to allow M-1 RAIL or M-2 RAIL to operate the Streetcar System over the

Occupied MDOT Property in accordance with the terms, conditions and requirements of this

Agreement. In so operating, M-1 RAIL and M-2 RAIL shall endeavor to maintain traffic in a

manner which does not impair the trunkline or interfere with the reasonable safe and free flow of

traffic, on Woodward Avenue and along cross streets that intersect Woodward Avenue.

The Streetcars will typically operate mixed in traffic, and will therefore share lanes with

other vehicular traffic in the right-of-way and shall travel at either the posted speed limit or thespeed of traffic, if traffic progresses slower than the posted speed limit. In areas where the

Streetcar does not operate mixed in traffic, it shall operate at the posted speed limit. Streetcars

traveling in the right of way shall be subject to all traffic control ordinances, statutes andregulations of the State of Michigan and the City.

Transit-only traffic signal phases are required where the Streetcar crosses or enters into

traffic lanes that are shared with other vehicular traffic. These signal phases will be called into a

traffic cycle at the beginning or end of the Woodward Avenue green phase when the Streetcar

approaches the signalized intersection. The transit-only phases allow the Streetcar to enter intothe shared lane while all other traffic is stopped. These locations require a separate transit signal,

consisting of a vertical or horizontal white bar to notify the Streetcar operator to either stop or

enter into the intersection. The operation of these signals will be coordinated by M-1 RAIL andM-2 RAIL and MDOT.

M-1 RAIL and M-2 RAIL shall endeavor to restrict the number of Streetcar movementsinto and out of the Vehicle Storage and Maintenance Facility (VSMF) to what is reasonably

necessary for the start-up and shutdown of daily operations, operational changes for special

events or emergencies, unscheduled cleaning, recharging or vehicle maintenance. The Streetcarsshall not be scheduled to enter the VSMF during typical route layovers or to accommodate

scheduled changes of operators at the north end of the alignment, unless approved in writing by

MDOT.

The Streetcar hours of operation and headways will be determined by M-1 RAIL and M-

2 RAIL and may be modified to meet operational and ridership needs, including special events.

The Streetcar may operate up to twenty-four (24) hours of the day.

M-1 RAIL and M-2 RAIL and MDOT shall create a Streetcar Operations and SpecialEvent Team to cooperatively optimize the operations in the right-of way and develop a special

events plan in coordination with representatives of the City. This team will hold regularly

scheduled meetings. M-1 RAIL and M-2 RAIL shall coordinate all special events with theCitys Traffic Operations Division.


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M-1 RAIL and M-2 RAIL shall, at their expense, implement a public education program

to educate motorists and pedestrians on the new Streetcar operations in the right of way and how

to safely interact with the Streetcars prior to beginning Revenue Operations.

M-1 RAIL and M-2 RAIL will be responsible for operating the Streetcar Stations.

Station operations shall not unreasonably impact the pedestrian operations within the sidewalkadjacent to the Stations (between the back of Stations and the right-of way line), unless approved

in writing by MDOT.

M-1 RAIL and M-2 RAIL shall be responsible for all additional costs associated with

maintaining Streetcar System operations during construction or maintenance operations of the

roadway performed by MDOT. MDOT shall work with the M-1 RAIL and M-2 RAIL tominimize these costs where possible.

M-1 RAIL and M-2 RAIL shall perform all activities required to comply with current 49CFR Part 659, Rail Fixed Guideway Systems; State Safety Oversight and any other State

oversight agency requirements lawfully imposed.

M-1 RAIL and M-2 RAIL shall perform all activities required to comply with future

requirements codified at 45 U.S.C. 5329 as authorized under Section 20021 of MAP-21.

M-1 and M-2 RAIL shall remain in compliance with a Safety System Program Plan and

Security Plan that has been approved by MDOT, pursuant to FTA Circular 580 0.1, Safety andSecurity Management Guidance for Major Capital Projects, and any later revisions thereto.

SECTION 7.0 RESTORATIONIf, in the installation, use or maintenance of the Streetcar System, M-2 RAIL damages or

disturbs the surface or subsurface of any public road, bridge or adjoining public property or thepublic improvements located thereon, therein or thereunder, M-1 RAIL and M-2 RAIL shall

promptly, at their own expense, and in a manner acceptable to MDOT, restore the surface orsubsurface of the public road, bridge or public property, or repair or replace the public

improvements thereon, therein or thereunder, in as good a condition as reasonably practical as

before such damage or disturbance. All restoration work shall be conducted in accordance with

MDOT Standard Specification for Construction. If such restoration, repair or replacement of thesurface, subsurface or any structure located thereon, therein or thereunder is not completed

within a reasonable time, MDOT shall have the right to perform the necessary restoration, repair

or replacement, either through its own forces or through a hired contractor, and M-2 RAIL shall

reimburse MDOT for its reasonable expenses in so doing within thirty (30) days after receipt ofMDOTs invoice therefor.

SECTION 8.0 INSPECTION COSTS AND FEES; EXPENSESIn consideration of the undertakings of M-1 RAIL and M-2 RAIL under this Agreement,

MDOT hereby waives any individual or annual permit fees and inspection fees otherwise

payable by M-1 RAIL or M-2 RAIL with respect to the design, permitting, construction,

ownership or operation of the Streetcar System. M-1 RAIL and M-2 RAIL are responsible forthe acquisition and the cost of obtaining all other governmental permits and licenses.


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MDOT acknowledges that it does not anticipate that it will incur any additional costs: (i)

in connection with the construction or the Streetcar System, or (ii) to mitigate the impact of the

Streetcar System for road users, the environment or the surrounding neighborhoods, or (iii) tomodify streets or highways impacted by the construction of the Streetcar System.

SECTION 9.0 ASSIGNMENTNeither M-1 RAIL nor M-2 RAIL may assign or otherwise transfer any of its rights or

obligations under this Agreement to a third party without the express prior written consent of the

MDOT, which may be granted or withheld by MDOT in its sole and absolute discretion. Any

assignment or transfer without such prior written consent shall be void. Notwithstanding the

foregoing, either M-1 RAIL or M-2 RAIL or both, upon notice to (but not the consent of)MDOT, may: (i) collaterally assign its or their rights and interests under this Agreement, and the

operating license granted herein to a third party providing financing for the ownership,

construction, installation, equipping or operation of the Streetcar System or any part thereof, with

the assignee having the right to realize upon such collateral assignment if there is a default underthe applicable financing agreements and to further assign such rights to a party that will operate

the Streetcar System, (ii) assign its or their rights and interests under this Agreement, and theoperating license granted pursuant hereto, to and/or from MDOT in connection with a lease orsublease of the System as referred to in the Recitals, with (in the case of the sublease) MDOT

having the right to assign its rights and interests under this Agreement to M-1 RAIL, and (iii) in

connection with the donation or other transfer of the Streetcar System or applicable part thereof,assign its or their rights and interest under this Agreement and the operating license granted

herein to a regional transit authority, MDOT or other entity consistent with federal laws and

regulations. In connection with any assignment (collateral or otherwise) of the nature referred to

in clauses (i) through (iii) above, MDOT agrees to execute an estoppel certificate or otherdocuments confirming such information with regard to this Agreement or the status thereof, or a

non-disturbance agreement confirming such information with regard to this Agreement or the

status thereof, and containing customary protections to the lender (including notice of default andan opportunity to cure), as the lender or assignee may reasonably request. Any such estoppel

certificate or non-disturbance agreement shall include, without limitation, provisions granting

any lender or other beneficiary thereof with the right to receive notice of any breach of theobligations of M-1 RAIL and M-2 RAIL of this Agreement, and the right to cure such breaches

within a reasonable time following a foreclosure or other realization on the System. M-2 RAIL

also shall have the right to assign and transfer all of its right, title and interest in and under this

Agreement to M-1 RAIL.

SECTION 10.0 INSURANCEM-1 RAIL and M-2 RAIL must provide continuous liability insurance for said premises,

for the duration of this Agreement as specified in Exhibit C. M-1 RAIL and M-2 RAIL shallcarry or require their Contractor to provide standard Owner's Protective Public Liability and

Owner's Protective Property Damage Liability Insurance with respect to the operation of the

Streetcar System, naming the Michigan State Transportation Commission, the State of Michigan

and MDOT as insureds. The policy shall state that MDOT must be given thirty (30) days writtennotice before said insurance is altered or canceled.


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10.1 Insurance CostsM-1 RAIL and M-2 RAIL (or its Contractor, if applicable, but in no event MDOT) shall

be responsible for the payment of all deductibles contained in any insurance required under this

Agreement. The provisions requiring the M-1 RAIL and M-2 RAIL to carry the insurance

required under this Section 10.0 shall not be construed in any manner as waiving or restrictingthe joint and several liability of M-1 RAIL and M-2 RAIL under this Agreement.

SECTION 11.0 INDEMNIFICATIONExcept for Claims (as defined below) arising solely and exclusively from the negligent or

wrongful acts or omissions of the Indemnitee (as defined below), M-1 RAIL and M-2 RAIL shall

indemnify, defend, save and hold harmless MDOT, the State of Michigan, and all its officers,

officials, agents and employees, each in their capacities as such (hereinafter referred to as

Indemnitee) from and against any and all claims, actions, liabilities, damages, losses, expensesand costs (including court costs, attorneys fees and costs of claim processing, primary loss

investigation and litigation) (hereinafter referred to as Claims) for bodily injury or personal

injury (including death) or loss or damage to real or personal property (i) arising out of the workdone under the terms of this Agreement, (ii) or caused, or alleged to be caused, in whole or in

part, by the negligent or willful acts or omissions of M-1 RAIL, M-2 RAIL.

It is the specific intent of the Parties to this Agreement that the Indemnitee shall, in all

instances except for loss or damage resulting from the sole and exclusive negligence or wrongful

acts or omissions of the Indemnitee, be indemnified against all liability, loss or damage for or onaccount of any injuries to or death of any third person or any damages to or destruction of real or

personal property belonging to any third person, arising out of or in any way connected with the

performance of this Agreement, regardless of whether or not the liability, loss or damage iscaused by in part, or alleged to be caused in part by, the negligence or fault of the Indemnitee.

It is agreed that the indemnification obligation of M-1 RAIL and M-2 RAIL shall includethe costs of primary loss investigation, defense and judgment costs.

SECTION 12.0 DUTY TO RESTOREUpon the expiration of this Agreement, or earlier termination or partial termination of the

Use Rights and/or this Agreement, all Streetcar System improvements located on Occupied

MDOT Property as to which the Use Rights have been terminated shall, at the option of MDOT,

be removed, and the Occupied MDOT Property shall be restored to a condition consistent withthe then current condition of adjoining streets or other public facilities with respect to grade,

appearance, quality, finish and type of construction, at the sole cost and expense of M-1 RAIL

and M-2 RAIL. All restoration work shall be conducted in accordance with the MichiganDepartment of Transportation Standard Specifications. Restoration shall be performed withinninety (90) days of such expiration or termination, or such longer period as shall be required by

the nature of the work and as agreed to in writing by MDOT. If the applicable Occupied MDOT

Property is not restored as required herein, MDOT may perform such work after thirty (30) daysprior written notice, and M-1 RAIL and M-2 RAIL or its successor or assignee shall reimburse

MDOT for all reasonable costs of MDOT in connection with such work, including any collection


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costs and attorneys fees, within thirty (30) days after MDOT presents reasonable documentation

of such costs.

SECTION 13.0 DEFAULTEither Party shall be deemed in default under this Agreement upon the failure of such

Party to observe or perform any covenant, condition or agreement on its part to be observed or

performed hereunder, and the continuance of such failure for a period of thirty (30) days after thegiving of written notice by the other Party, as required herein. Such notices shall specify such

failure and request that it be remedied, unless the Party giving such notice shall agree in writing

to an extension of such time period prior to its expiration. However, if the failure stated in such

notice cannot be reasonably corrected within the applicable period, it shall not give rise to adefault hereunder if corrective action is instituted within the applicable period and diligently

pursued until such failure is corrected. In the event of a default hereunder, the non-defaulting

Party shall have a breach of contract claim and remedy against the other in addition to any other

remedy provided or permitted by law, provided, however, that no remedy that shall have theeffect of amending or terminating this Agreement, any of the provisions of this Agreement or the

operating license granted herein, without the execution by the Parties of a formal amendment ofthis Agreement. Any damages sought by MDOT for a default under this Agreement shall becompensatory damages for such default; in no event shall M-1 RAIL or M-2 RAIL be liable for

punitive, exemplary, consequential or other indirect damages.

SECTION 14.0 ISSUE RESOLUTIONAt the option of either Party, any dispute regarding the construction or interpretation of

any provision of this Agreement, or regarding any policy matter or the determination of an issue

of fact, which dispute is not resolved at staff level, may be referred to the Chief ExecutiveOfficer or Chief Operating Officer of M-1 RAIL and/or M-2 RAIL, as applicable, and a

representative designated by MDOT, which representative shall have the authority to resolvesuch dispute on behalf of MDOT. If, after good faith negotiations aimed at reaching an amicable

resolution, a dispute cannot be resolved, the dispute shall be resolved through applicable judicialaction unless the Parties agree upon a different method of dispute resolution.

SECTION 15.0 NOTICEAny notice, consent, or other communication (Notice) required or permitted under this

Agreement shall be in writing and either delivered in person, sent by facsimile transmission,

deposited in the United States mail, postage prepaid, registered or certified mail, return receipt

requested, or deposited with any commercial air courier or overnight express service addressed

as follows:

If intended for M-1 RAIL or M-2 RAIL:

Chief Executive OfficerM-1 RAIL

Suite 1700, 600 Renaissance Center

Detroit, Michigan 48243

Telephone: (313) 566-8250


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If intended for DEPARTMENT:

Michigan Department of Transportation

1060 West Fort Street

Detroit, Michigan 48226ATTN: TSC Manager

Telephone: (313) 965-6350

Notice shall be deemed received at the time it is personally served or on the second day

after its deposit with any commercial air courier or overnight express service or, if mailed, three

(3) days after the Notice is deposited in the United States mail as above provided. Any timeperiod stated in a Notice shall be computed from the time the notice is deemed received. Either

party may change its mailing address, or the person to receive the Notice, by notifying in writing

the other party as provided in this Section.

SECTION 16.0 AMENDMENTThis Agreement may be modified or amended only by a written instrument executed by

the Parties and/or all of their successors or assigns, as applicable.

SECTION 17.0 GOVERNING LAWThis Agreement shall be construed, interpreted and applied in accordance with the laws

of the State of Michigan.

SECTION 18.0 NON-WAIVERNo covenant or condition of this Agreement may be waived by any Party, unless done soin writing. Forbearance or indulgence by any Party in any regard whatsoever shall not constitute

a waiver of the covenants or conditions to be performed by the other.

SECTION 19.0 SEVERABILITYIf any provision of this Agreement shall be held or deemed to be or shall, in fact, be

illegal, inoperative or unenforceable, the same shall not affect any other provision or provisionsherein contained or render the same invalid, inoperative or unenforceable to any extent whatever.

SECTION 20.0 BINDING AGREEMENTThis Agreement shall be binding upon all of the assigns, grantees and successors in

interest to each of the Parties; and shall remain in full force and effect until amended as providedherein.

SECTION 21.0 FURTHER ASSURANCESThe Parties hereto shall execute such other documents and take such other actions as may

be reasonably necessary or proper to achieve the intent and purposes hereof.


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SECTION 22.0 INCORPORATION OF EXHIBITSThis Agreement in its entirety includes the exhibits listed below, which are incorporated

herein and made a part hereof. The Exhibits of this Agreement are as follows:

Exhibit A Depiction of Streetcar System

Exhibit B Depiction of Occupied MDOT Property and Location of Transit Signals

Exhibit C Insurance Requirements

IN WITNESS WHEREOF, the Parties have each executed this Agreement as of the datefirst set forth above.

M-1 RAIL

By:

Its: _______________________________________

M-2 RAIL

By:

Its: _______________________________________

MICHIGAN DEPARTMENT OF

TRANSPORTATION

By:

Its: _______________________________________

DET02\484912.3ID\CHP - 019956\0999


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Station

Existing Amtrak Service

People Mover

T

Future

Amtrak Site

94

75

EXHIBIT A


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X

MS

Z TH COU

Z TH MS COU

PROPOSED TRACK SLAB

EXISTING ROW

PROPOSED TRACK SIDEWALK/CURB/PAV

PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377

DESCRIPTIONUTH NB TRACK - STA 1000+00 TO STA 1005+00

SB TRACK - STA 2000+00 TO STA 2005+00

CONSTRUCTION SHEETNO . DATE

FINAL ROW PLAN REVISIONS SUBMITTAL DATE: )


STREETCAR PROJECT

M-1 RAILM-1 RAIL

SB TRACK ALIGNMENT

NB TRACK ALIGNMENT

2001 2002 2003 2004 2005

1001 1002 1003 1004 1005


16/44

X

XX

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

COLU I ONTCL

ONTCL I- IS

I- ISH

STATION 4WStation equipment location to be determined)

Station equipment location to be determined)STATION 4E

CHARGING BAR POLE

SB TRACK ALIGNMENT

NB TRACK ALIGNMENT

TRANSIT SIGNAL

ONTCL

2005 2006 7

8 2009 2

1005 1006 1007 1008 1009


17/44

XR VR

X VX

X6

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

I- IS Y

I- IS Y NRY

WIN R

SB TRACK ALIGNMENT

NB TRACK ALIGNMENT

2 2 2 2 2 3 2 42 5

2 3 4 5


18/44

X5

X6 X

X6

6

PROPOSED TRACK SLAB

EXISTING ROW

PROPOS ED TRACK SIDEWALK/CURB/PAV

PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

V ER T. FT)

H O R Z . FT )

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

H NRY

ADAD

SI L Y


WIN R

CHARGING BAR POLE

OCS POLE

NB TRACK ALIGNMENT

SB TRACK ALIGNMENT

TRANSIT SIGNAL

6

6

2 52 6 2 7 2 8 2 9

5 6 7 8 9 2


19/44

X6 PROPOSED TRACK SLAB

EXISTING ROW

PROPOS ED TRACK SIDEWALK/CURB/PAV

PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

V ER T. FT)

H O R Z . FT )

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

LFR E

SPRO T

Station equipment location to be determined)STATION 5W

SB TRACK ALIGNMENT

NB TRACK ALIGNMENT

OCS POLE

2 2 222 23 2 24 2 25

2 2 22 23 24 25


20/44

X

E E

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

CHAROTT

MUN

T M P

OCS POLE

NB TRACK ALIGNMENT

SB TRACK ALIGNMENT

5 6 7 8 9 3

25 26 27 28 29 3


21/44

EX

X

EX

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

CHAROTT

W TSON RSKIN

PT RBORO

NB TRACK ALIGNMENT

SB TRACK ALIGNMENT

OCS POLE

RSKIN

2 3 2 3 2 32 2 33 2 34 2 35

3 3 32 33 34 35


22/44

X

X6 X6

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

RSK N L OT

ST MSON

NB TRACK ALIGNMENT

SB TRACK ALIGNMENT

OCS POLE

R SK N

35 36 37 38 39 4

35 36 37 38 39 4


23/44

XR VR

2

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

H O R Z . F T )

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

ARTNUTHRKNGRBVD

M K



CHARGING BAR POLE

OCS POLE

NB TRACK ALIGNMENT

SB TRACK ALIGNMENT

2 4 2 4 4 2 43 2 44 245

4 4 42 43 44 45


24/44

X

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

P RS OS

SB TRACK ALIGNMENT

NB TRACK ALIGNMENT

OCS POLE

45 46 47 48 49 5

45 46 47 48 49 5


25/44

X

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

AXANDRN

AXANDRNL N

NB TRACK ALIGNMENT

SB TRACK ALIGNMENT

OCS POLE

2 5 2 5 2 52 253 254 2 55

5 5 52 53 54 55


26/44

X

X 2

X

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

AXANDRN

AXANDRN

W S

W S

NB TRACK ALIGNMENT

SB TRACK ALIGNMENT

OCS POLE

55 56 57 58 59 6

55 56 57 58 59 6


27/44

X

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

W S

W S

CAN LD

CAN LD

Station equipment location to be determined)


STATION 7W

CHARGING BAR POLE

NB TRACK ALIGNMENT

SB TRACK ALIGNMENT

OCS POLE

2 6 26 6 63 64

65

6 6 62 63 64

65


28/44

X2

X6

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

GR L

SB TRACK ALIGNMENT

NB TRACK ALIGNMENT

265

266

267

68 69 2 7

65

66

67

68 69 7


29/44

X

X

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

OR ST

ORST

SB TRACK ALIGNMENT

NB TRACK ALIGNMENT

2 7 272 72 2 73 2 74 2 75

7 772 73 74 75


30/44

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

HNOK

HNOK

ttonequpment tontobedetermnedIO8SB TRACK ALIGNMENT

NB TRACK ALIGNMENT

CHARGING BAR POLE

2 75 2 76 2 77 78

27928

75 76 77 78

79 8


31/44

2

62

67

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

ttonequpment tontobedetermnedIO8

WRR N

W RRN RN OR

PUTN

ttonequpment tonto edetermnedTATION

CHARGING BAR POLE

NB TRACK ALIGNMENT

SB TRACK ALIGNMENT

OCS POLE

W RRN

RN OR

2828

282 83 84 85

88

82 83 84 85


32/44

X

X

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

RN ORT

PUTN

NB TRACK ALIGNMENT

SB TRACK ALIGNMENT

OCS POLE

85 86

87 88 289 2 9

85

86 87 88 89 9


33/44

2

XR VR

X R

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

K R Y

K RY

NB TRACK ALIGNMENT

SB TRACK ALIGNMENT

OCS POLE

K R Y

KR Y

2 9 29 292 2 93 2 94 295

9 9 92 93 94 95


34/44

X

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

RRY

RRY

STATION 9E

ttonequpment tontoedetermnedIO

Station equipment location to be determined)

CHARGING BAR POLE

NB TRACK ALIGNMENT

SB TRACK ALIGNMENT

OCS POLE

2 95 2 96 2 97 982 99

2

95 96 97 98 99


35/44

X

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

F RR Y

PLM R

PLM R

NB TRACK ALIGNMENT

SB TRACK ALIGNMENT

22

2 2 2 3 2 4 2 5

2 3 4 5


36/44


37/44


38/44

X

X

EX 80 ROW

X2

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

HRP R

BURROUGHS

QUTT

NB TRACK ALIGNMENT

SB TRACK ALIGNMENT

CHARGING BAR POLE

Station equipment location to be determined)STATION 9C

TRANSIT SIGNAL

5

6

72 8 2 9 2 2

9 2


39/44

EX 80 ROW

X

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

QUTT

ASTRDA

NDCOTT

CHARGING BAR POLE

NB TRACK ALIGNMENT

SB TRACK ALIGNMENT

Station equipment location to be determined)STATION 9C

2 2

3 4

5

2

3 4

5


40/44

E X 60 R O W

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

TOR

TOR

Station equipment location to be determined)ST AT ION 1 0

SB TRACK ALIGNMENT

NB TRACK ALIGNMENT

CHARGING BAR POLE

5 6 7 8 2 29 2 3

5 6 7 8 29 3


41/44

E X 6 0 R O W

X

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL


UK

UK

GRND VD

GRND VD

CHARGING BAR POLE

NB TRACK ALIGNMENT

SB TRACK ALIGNMENT

GRND VD

2 3 2 3 2 32 233 34 35

3 3 32 33 5 4


42/44

EX 150 R OW

EX 150 R O W

EX 60 R O W

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377






STREETCAR PROJECT

M-1 RAILM-1 RAIL

GRND VD

GRND VD


ORTON

NB TRACK ALIGNMENT

SB TRACK ALIGNMENT

CHARGING BAR POLE

GRND VD

35 36 2 37 2 38 2 39 2 4

5 6 37 8

9 4


43/44

E X 8 0 R O W

E X 6 0 ROWE X 8 0 RO W

E X 6 0 R O W

PROPOSED TRACK SLAB

EXISTING ROW


PROPOSED STATION

LEGEN

DATE:

FILE:

DESCRIPTIONUTH

12/03/2013

0

0 40

VERT. FT)

HORZ. FT)

CS: 824JN: 119377

DESCRIPTIONUTH NB TRACK - STA 1140+00 TO POE

SB TRACK - STA 2140+00 TO POE




STREETCAR PROJECT

M-1 RAILM-1 RAIL

LOTHROP ETHUNE

ETHUNEUSTER

CHARGING BAR POLE

NB TRACK ALIGNMENT

SB TRACK ALIGNMENT

VFMS ALTERNATE LOC

TRANSIT SIGNAL

USTER

ETHUNE

4

4

4

44

44

44

24

44 4 42


44/44

Exhibit C Insurance Requirements

1. Bodily Injury and Property Damage Other Than Automobile.Provide the following minimum limits of property damage and bodily

injury liability:

Bodily Injury and Property Damage Liability:Each Occurrence $1,000,000

Aggregate $2,000,0002. Bodil y Injury Liability and Propert y Damage Liability Automobile.

Provide the following minimum limits of bodily injury liability and propertydamage liability:

Bodily Injury Liability:Each Person $500,000Each Occurrence $1,000,000

Property Damage Liability:Each Occurrence $1,000,000Combined Single Limit for Bodily Injury and Property Damage

Liability:Each Occurrence $2,000,000

3. Umbrella Policy. The requirements of items 1 and 2 above may be metthrough an umbrella policy.

4. Owners Protective Liability. Ensure that the insurer extends bodily injuryand property damage protection, to the State, the Commission, theDepartment, and their agents and employees and, as indicated by theidentity of the contracting parties, to participating political subdivisions andpublic corporations. The minimum limit will be $1,000,000.

In lieu of the Owners Protective Liability, it is optional to add thefo ll owing to the Bodily Injury and Property Damage Policy:

a. Addi tional Insured. The Bodily Injury and Property Damage Policymust name as additional insured the State, the Department, and theCommission and all agents and employees thereof and, whereindicated by the identity of the contracting parties, the protectionmust be extended to all participating political subdivisions and publiccorporations.

b. Per System Aggregate. The Bodily Injury and Property DamagePolicy must be endorsed with an endorsement that provides theGeneral Aggregate Limit to each designated streetcar system.

c. Umbrella Policy. An umbrella policy with a $2,000,000 limit must

be provided.

M-1 Rail MDOT Operating License Agreement

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Transcript of M-1 Rail MDOT Operating License Agreement