Red Eagle Airport Management Services LeasePROFESSIONAL SER VICES A GREEMENT
AIRPORT MANAGEMENT SERVICES
THIS AGREEMENT is made and entered into this Ov day of PVa1, , 2018, by and
between the KALISPELL AIRPORT ASSOCIATION, INC, MONTANA, a corporation organized
and existing under the laws of the State of Montana, 1880 US Highway 93 South, Kalispell, Montana
59901, hereinafter referred to as "KAA", and RED EAGLE AVIATION, INC. d/bla Montana Air
Adventures, 1880 Highway 93 South, Kalispell, MT 59901, hereinafter referred to as "Contractor".
WHEREAS: The KAA is the sole Corporation of the Kalispell City Airport for purposes of
providing general aviation -related services to the flying public and for the promotion
and development of commerce and economic growth for the region; and
WHEREAS: The KAA desires to contract with the private sector in the provision of aviation -related
services including but not limited to airfield inspections, airport advisories, NOTAM
issuances, public relations, grounds keeping; and other potential aviation -related
services that may be developed.
In consideration of the mutual covenants and agreements herein contained, the receipt and
sufficiency whereof being hereby acknowledged, the parties hereto agree as follows:
1. Pur ose: KAA agrees to hire Contractor as an independent contractor to perform for
KAA services described in the Scope of Services attached hereto as Exhibit "A" and by this reference
made a part hereof.
2. Effective Date: This Agreement is effective as of March 8, 2018 and will terminate on
the 8 day of March, 2023.
3. Scope of Work. Contractor will perform the work and provide the services in
accordance with the requirements of the Scope of Services.
4. Payment: KAA agrees to pay Contractor pursuant to the schedule of fees and charges as
attached hereto as Exhibit `B" for services performed pursuant to the Scope of Services. Contractor
shall also have the privilege of managing tie downs and receiving tie down fees at the rate of $20.00
per month.
Any alteration or deviation from the described work that involves extra costs will be
performed by Contractor after written requests by the KAA, and will become an extra charge over
and above the contract amount. The parties must agree upon any extra charges in writing.
S. Obli,-ations of the AAA:
A. Facility maintenance: KAA shall provide necessary maintenance and repair of all KAA-
owned buildings and transportation surfaces, taxiway lighting and navigational aids systems. KAA
shall provide all necessary runway markers and fencing.
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B. Tenant management: KAA shall approve airport leases and have billing and collection
responsibilities for all said leases, commercial and user fees, with the exception of the tie -down fees.
6. Obligations of the Contractor.
A. Hours of operation: Contractor agrees to provide daily coverage for services. Contractor
agrees to provide emergency, off -hour, and back-up customer service from persons living in the
immediate area. Contractor agrees to provide a telephone number for the contact of normal and off -
hour related services. This contact number shall be available for posting on aviation related
information portals and the city website.
B. Airport Management Services: Contractor shall serve as the overall manager of the airport
on behalf of the KAA, implement its general program duties and shall provide the services as set
forth in the Scope of Services.
7. Independent Contractor Status: The parties agree that Contractor is an independent
contractor for purposes of this Agreement and is not to be considered an employee of the KAA for
any purpose. Contractor is not subject to the terms and provisions of the KAA's personnel policies
handbook and may not be considered a KAA employee for workers' compensation or any other
purpose. Contractor is not authorized to represent the KAA or otherwise bind the KAA in any
dealings between Contractor and any third parties.
Contractor shall comply with the applicable requirements of the Workers' Compensation Act,
Title 39, Chapter 71, MCA, and the Occupational Disease Act of Montana, Title 39, Chapter 71,
MCA. Contractor shall maintain workers' compensation coverage for all members and employees of
Contractor's business, except for those members who are exempted by law.
Contractor shall furnish the KAA with copies showing one of the following: (1) a binder for
workers' compensation coverage by an insurer licensed and authorized to provide workers'
compensation insurance in the State of Montana; or (2) proof of exemption from workers'
compensation granted by law for independent contractors.
8. Indemnity and Insurance: For other than professional services rendered, to the fullest
extent permitted by law, Contractor agrees to defend, indemnify, and hold the KAA harmless against
claims, demands, suits, damages, losses, and expenses connected therewith that may be asserted or
claimed against, recovered from or suffered by the KAA by reason of any injury or loss, including
but not limited to, personal injury, including bodily injury or death, property damage, occasioned by,
growing out of, or in any way arising or resulting from any intentional or negligent act on the part of
Contractor or Contractor's agents or employees.
For the professional services rendered, to the fullest extent permitted by law, Contractor
agrees to indemnify and hold the KAA harmless against claims, demands, suits, damages, losses and
expenses, including reasonable defense attorney fees, to the extent caused by the negligence or
willful misconduct of the Contractor or Contractor's agents or employees.
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For this purpose, Contractor shall provide KAA with proof of insurance issued by a reliable
company or companies in amounts not less than as follows:
• Workers' Compensation — statutory
• Employers' Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate
• Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate
• Automobile Liability - $1,000,000 property damage/bodily injury; $2,000,000 annual
aggregate
The KAA shall be included or named as an additional or named insured on the Commercial
General and Automobile Liability policies. The insurance must be in a form suitable to KAA.
9. Professional Service: Contractor agrees that all services and work performed hereunder
will be accomplished in a professional manner.
10. Compliance with Laws: Contractor agrees to comply with all federal, state and local
laws, ordinances, rules and regulations, including the safety rules, codes, and provisions of the
Montana Safety Act in Title 50, Chapter 71, MCA.
11. Nondiscrimination: Contractor agrees that all hiring by Contractor of persons
performing this Agreement will be on the basis of merit and qualification and will not discriminate on
the basis of race, color, religion, creed, political ideas, sex, age, marital status, physical or mental
disability, or national origin.
12. Default and Termination: If either party fails to comply with any condition of this
Agreement at the time or in the manner provided for, the other party, at its option, may terminate this
Agreement and be released from all obligations if the default is not cured within ten (10) days after
written notice is provided to the defaulting party. Said notice shall set forth the items to be cured.
Additionally, the non -defaulting party may bring suit for damages, specific performance, and any
other remedy provided by law. These remedies are cumulative and not exclusive. Use of one remedy
does not preclude use of the others. Notices shall be provided in writing and hand -delivered or
mailed to the parties at the addresses set forth in the first paragraph of this Agreement.
13. Modification and Assignability: This document contains the entire agreement between
the parties and no statements, promises or inducements made by either party or agents of either party,
which are not contained in this written Agreement, may be considered valid or binding. This
Agreement may not be enlarged, modified or altered except by written agreement signed by both
parties hereto. The Contractor may not subcontract or assign Contractor's rights, including the right
to compensation or duties arising hereunder, without the prior written consent of KAA. Any
subcontractor or assignee will be bound by all of the terms and conditions of this Agreement.
14. Ownership and Publication of Materials: All reports, information, data, and other
materials prepared by the Contractor pursuant to this Agreement are the property of the KAA. The
KAA has the exclusive and unrestricted authority to release, publish or otherwise use, in whole or
part, information relating thereto. Any re -use without written verification or adaptation by the
Contractor for the specific purpose intended will be at the KAA's sole risk and without liability or
legal exposure to the Contractor. No material produced in whole or in part under this Agreement
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may be copyrighted or patented in the United States or in any other country without the prior written
approval of the KAA.
15. Liaison: KAA's designated liaison with Contractor is Zack Anderson, KAA President
and Contractor's designated liaisons with KAA are Mark Tudahl and BJ Holman.
16. Applicability: This Agreement and any extensions hereof shall be governed and
construed in accordance with the laws of the State of Montana and the venue of law for any dispute
shall be the 111h District Court for Flathead County, Montana.
IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year
first above written.
KALISPELL TASSOCIATION
By
Zac And rson, President
RED EEAAGLEAVIATION, INC.
Mark Tudahl, President
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Exhibit "A"
SCOPE OF SERVICES
a) Notify the KAA of needed maintenance and repair of buildings, grounds and equipment
b) Provide NOTAM issuances and airport advisories to FAA Flight Services
c) Provide daily inspection of runway/apron/taxiway surfaces, lighting and navigational aid
systems
d) Comply with and enforce applicable regulations and adopted standards pertaining to the
airport
e) Communication with the KAA, and FAA if necessary, on field conditions affecting the safe
use of the airport
f) Report violations of ordinances, policies, or rules regulating the use of the airport to the KAA
g) Provide available personnel to meet the needs of the airport and the flying public
h) Work with the KAA on the planning, budgeting, and development of airport facility
modifications and improvements
i) Provide customer service to airport users and flying public
j) Provide snow removal services for the runway/apron/taxiway
k) Provide mowing/haying/weed services for the airport grounds
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Exhibit "B"
SCHEDULE OF FEES AND CHARGES
Item Description Unit Price Total
Management Day to day 12 months $3,000.00 $36,000.00
operations,
insurance, mowing,
weed, spraying,
liaison with KAA,
FAA, Contractors
and public users.
Snow Plowing Clear Hourly $100.00 $100.00/Hour
taxiway/runways
as necessary
according to
schedule as agreed
upon with the
KAA.
Professional Services Agreement for Airport Management Services Page 6 of 7
STATE OF MONTANA )
): ss
County of Flathead )
On this day of 11 1 t+ , 20\' 5, before me, the undersigned, a Notary Public in
and for the State of Montana, personally appeared Mark Tudahl, President of Red Eagle Aviation,
Inc., a Montana corporation, that executed the foregoing instrument, and acknowledged to me that he
executed the foregoing instrument as the free and voluntary act of said corporation, for the uses and
purposes therein set forth, and that he was duly authorized to execute the same on behalf of said
municipality.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal, the day
and year first above written.
�Ne ROBIN E. SILVA
e° q NOTARY PUBLIC for the
°��R �! State of Montana
SEAL Residing at Kalispell, Montana
My Commission Expires
0` moa May 23, 2019
STATE OF MONTANA
NOTARY PUIC State of Montana
Printed Name: (Y- i . `�ll�l
Residing at: � LN",cjjL LL t- f` l
My CE mission_-Expire--,�-
�: ss
County of Flathead )
On this e day of �'� 1jX%(-1 , 201 '�, before me, a Notary Public in and for the
State of Montana, personally appeared Zack Anderson, known to me to be the President of the
Kalispell Airport Association, a corporation, that executed the within instrument, and acknowledged
to me that such President executed the foregoing instrument as the free and voluntary act of said
corporation, for the uses and purposes therein set forth, and that he was duly authorized to execute the
same on behalf of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal, the day
and year first above written.
ROBIN E. SILVA
NOTARY PUBLIC for the
�pTAHiq!
State of Montana
SEAL
sqT Pse
FOF Na°
Residing at Kalispell, Montana
My Commission Expires
May 23, 2019
NOTARY PUBLIC State of Montana
Printed Name: �Gbyj
Resi ng at:
y Coirrffrssion
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