Bret Rapport, Attorney at Law

May 5, 2011

Bret Rapport, Attorney at Law

Hardt, Stern, & Kayne, P.C.

2610 Lake Cook Road Suite 200

RIverwoods, IL 60015

RE: Rappaport April 25, 2011 email:

“Dear Michelle

I have spoken at length to Mr. Hecklau. He has prepared the attached memorandum detailing the extent to which his company has completed tasks set forth in the May, 2010 Agreement between EDR and Wild Ones Natural Landscapers, Ltd. I have read what you sent me, including and especially, the long letter. At this point, I need you to go through this memorandum, and briefly note whether you 1) agree, 2) disagree or 3) have no knowledge as to each one of the bolded items. Since the document is in word, you can just type in you response in Red, andsave it as "Wild Ones Response to 4.26 Memo" and then send it to all of us for review.

We are all eager to find a workable solution for this matter, so that the project can move forward.

Bret”

Dear Bret,

The May 2010 agreement was made between the Chapter and EDR. The original proposal in 2009, paid for out of Chapter raised funds, was between the Chapter and EDR. The Niagara River Greenway Ecological Standing Committee awarded the funds for the project, Regional Economic Growth Through Restoration of the Niagara Gorge Rim, to the chapter. Those funds (received to date, $92,000.00 plus interest) are in a Wild Ones Niagara money market account. The documentation is on our website.

Wild Ones Niagara entered into a proposal contract ($ 2,500 paid in full) and the subsequent $140,000project contract with EDR with the full consent of the National organization. We also have National’s support letter.

I have already responded to the memorandum. It is a rehash of discussions we have had with EDR over the last year. Please see the Wild Ones Niagara 23 February 2011 letter written to EDR. They have ignored this letter and all other correspondence Wild Ones Niagara has sent to them. The February letter states that if EDR was not going to respond, they needed to so state. They did not. Wild Ones Niagara insists on a response from EDR addressing every thing in the letter.

Wild Ones Niagara is still waiting for EDR. Their nonperformance is costing the Chapter in creditability and in future project submissions to the Niagara River Greenway Commission. (The Pollinator Pathway’s $450,000 project that received the required consistency determination in March 2011 is an example. We anticipate requesting funding from the Ecological Standing Committee in September 2011.)

The failure to respond and perform is a clear pattern with EDR. I have also documented all of this with my personal attorney, Bob Michalak, who I am including in this discussion between lawyers.

For some reason, EDR believes they can alter the Agreement as it suits them.

Wild Ones Niagara disagrees with the following:

1. EDR’s interpretation of percentage of completion,

2. The number of tasks identified in the proposal written by EDR was 10, and they changed the number of tasks written in the Agreement to 12. Wild Ones Niagara was funded per the number of tasks written in the proposal.

3. The supplied, but incomplete EDR ftp file contents finally provided after our January 2011 meeting.

4. Most importantly, EDR has failed to promote the Wild Ones Niagara vision. In fact, the incomplete information EDR has provided advocates a result totally opposite to that which it was hired to promote.

Again, for specifics, refer to the 23 February 2011 letter.

Wild Ones Niagara already knew the economic benefits of ecologically restoring the Niagara Gorge Rim in the space currently occupied by the Robert Moses Gorge Parkway. You can view Wild Ones Niagara’s research on the chapter website. See the Ecological Restoration tab. The Chapter website does not list all of our research. We are still uploading information. Please ask Bonnie to confirm the 5-1/2 inch binder provided when she was in Niagara Falls showing “[we] did our homework.”

EDR was hired to validate the Wild Ones Niagara viewpoint, our assertion that the economically challenged city of Niagara Falls and the tri-nation region could be revitalized through the restoration of the Niagara Gorge Rim as it would not only capitalize on a green trajectory happening around the world, it would also redirect traffic into the city’s core via North Main Street. (At the bottom of Main Street is the historic waterfall. The chapter office is also located on North Main Street. Again, Bonnie can confirm).

The first EDR project manager, Bob Gallucci, knew our vision, understood the Chapter’s project goals and objectives. He was fired. Paul Fritz knew and understood the Wild Ones Niagara project vision, goals, and objectives. He referred to an ArtPark issue that our study would impact in an email. (Redirecting traffic from the gorge rim Lewiston Plateau onto the Robert Moses Parkway.***) We understand Paul no longer works at EDR. Sara Stebbins worked on the gorge and gorge rim inventories, also. We don’t know the status of her employment, nor have we been provided with her field notes or Paul Fritz’s field notes. Jane Rice, the current lawyer/project manager many times has feigned ignorance of our viewpoint in our telephone conversations and in front of witnesses, “keep pounding it into my head. I’ll get it.”

For background purposes: Wild Ones Niagara also concurrently hired a Missouri Botanical Garden botanist, Patricia Eckel, to conduct her own study of the gorge and gorge rim inventory for us. Eckel, a former Niagara Falls resident, has devoted her career to studying the rare flora of the Niagara Gorge. Each time she submitted complete narratives, Wild Ones Niagara paid her.

EDR has delayed the Wild Ones Niagara project, Regional Economic Growth Through Ecological Restoration of the Niagara Gorge Rim, since November 2010. At our January meeting, in front of three Wild Ones Niagara members, they stated they quit working on the project. To date, that has not been rescinded or changed, nor has Wild Ones Niagara been informed of anything, including project activity, contradicting their stopped working statement.

Re the Tasks.

There are 10 tasks per the original proposal and per the Niagara River Greenway Ecological Standing Committee funding letter, not the number listed in the EDR memorandum or their revised schedule. They were informed of this numerous times via telephone conversations with Jane Rice.

The Ecological Standing Committee and the City of Niagara Falls based their funding for the project on the 2009 proposal narrative submitted to the Niagara River Greenway, the 10 tasks clearly identified by EDR in 2009. EDR wrote the 2009 proposal. The Agreement was drafted from the same proposal.

Regarding percentage of completion.

Each task is clearly defined. Each task has a list of deliverables and each task was assigned a completion date and dollar value. All of this was created by EDR. When Wild Ones Niagara reviews, approves, and signs off on each completed individual task, EDR will have completed a percent of the project and we will pay them. EDR needs to document the completion by providing written narrative with all field notes and any other supporting documentation attached to the invoice that clearly identifies PER TASK, not by so-called chapters in an incomplete ftp file. To date, in over 14 months, they have not completed one task or provided us with documentation. We have provided them with comments at their request, first verbally and finally through the requested written 23 February 2011 letter. They always state they will incorporate the information, but when pressed to either do so or show us they did so, have not provided us with any written narrative.

Except for the meetings held on schedule, the milestone tasks were not completed per the Agreement schedule. EDR has used up their quota of meetings. We have informed EDR many times there are no additional funds available beyond the contract’s $140,000. The Chapter will not be seeking any additional funds for this project. No change orders were provided to Wild Ones Niagara nor were any signed or agreed to in any manner by Wild Ones Niagara.

Re compensation

Please note that receiving the balance of the monies awarded by the Ecological Standing Committee ($23,000) and the City of Niagara Falls ($25,000) requires a 100% completed project for payment (Standing Committee) and supporting documents attached (City of Niagara Falls Contract). The check from the city will be written jointly to Wild Ones Niagara and EDR. Please note that completion per the Agreement includes the interactive, animated, visual computer flyover, all records, drawings, field notes, plans, electronic files or other data completed or partially completed.

Section XI - Compensation to the Engineer, “payment shall be made on the performance milestones as set forth in Attachments C [project schedule] and D.

Section XI also states, “A retainage of 20% shall be held back from each line item (task) until the acceptance of the final documents.” Clearly the line items are milestones, labeled as tasks that were to be completed by specific dates, identified by EDR.

EDR has failed to meet every milestone.

Sincerely,

Michelle Vanstrom,

National Board Member and President of The Niagara Falls and River Region Chapter

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