Fixed Based Operator Lease/KAA and Red Eagle AviationKALISPELL AIRPORT ASSOCIATION, INC.
FIXED BASED OPERATOR LEASE
This lease and Operating Agreement (the "Agreement") entered into as of the / day of
At- 2018, by and between the Kalispell Airport Association and Red Eagle Aviation, Inc d/b/a
Montana Air Adventures, licensed and with authority to do business in the State of Montana ("Lessee")
or assigns:
WITNESSETH:
WHEREAS, Lessor now leases, controls and operates the Kalispell City Airport (the "Airport") in
the City of Kalispell, County of Flathead, State of Montana;
WHEREAS, fixed base operation services are essential to the proper accommodation of general
and commercial aviation at the Airport; and
WHEREAS, Lessor desires to make such services available on the Airport and Lessee is qualified,
ready, willing and able to provide such services.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this
Agreement, the parties hereby agree as follows:
ARTICLE I
TERM
The term of this Agreement shall be for a period of twenty (20) years, commencing on the 1st
day of April, 2018, and continuing through the 31st day of March, 2038 (the "Termination Date"),
unless earlier terminated under the provisions of this Agreement. Upon Lessor's successful exercise of
option with the City for lease extensions under the terms of its lease agreement with the City, Lessee
shall have the same option of lease extension as that enjoyed by the Lessor. Lessee hereby leases from
the Lessor, the following premises, identified as shown on Exhibit A hereto (the "Premises"), together
with the right of ingress and egress for both vehicles and aircraft:
A. Real Property as diagramed on Exhibit "A" and located within the following tract of land:
Country Tracts 1D and 1DA in Section 20, T28N R21W, according to the map or plat
thereof on file and of record in the office of Clerk and Recorder of Flathead County,
Montana.
B. Improvements on said real property, as follows: As set forth on Exhibit "A".
C. Hangars, Ramp and Apron Area: As set forth on Exhibit "A".
D. Fuel Storage Area: As set forth on Exhibit "A"
KAA Fixed Base Operator Lease Page 1 of 14
ARTICLE II
RIGHTS AND OBLIGATIONS OF LESSEE
A. Required Services. Lessee is hereby granted the non-exclusive privilege to engage in,
and Lessee agrees to engage in, the business of providing full and complete fixed base operations
services at the Airport, minimum of eight (8) hours per day or more, three hundred sixty-five (365)
days per year, excluding adverse weather and holidays, as follows, but limited to:
1. Aircraft ground guidance within the uncontrolled areas adjacent to the Premises,
and ramp service, including sale and into -plane delivery of aviation fuels, lubricants and other
related aviation products.
2. Apron servicing of, and assistance to, aircraft, including itinerant parking, storage
and tie -down service, for both based and itinerant aircraft upon or within facilities leased to Lessee
or aircraft parking areas designated by Lessor.
3. Repair and maintenance of based and transient aircraft. Lessee agrees to make
reasonably available or to maintain and operate an aircraft maintenance facility approved by the
Federal Aviation Administration (the "FAA"), with ratings as follows:
a. Engine, airframe and accessories with airframe and engine FAA approved
license.
b. Avionics and accessories with FAA approved license.
Lessee acknowledges that no right or privilege has been granted which would
operate to prevent any person, firm or corporation operating aircraft on the Airport from
performing service on its own aircraft, non-commercial maintenance, with its own regular
employees, including maintenance and repair services.
4. Customary accommodations for the convenience of users, including pilot lounge
area, informational services, direct telephone service connections to the Flight Service Station and
the united States Weather Bureau, and a courtesy vehicle ground transportation to and from the
parking ramp.
5. Sales of anionic and engine parts and instruments and accessories.
B. Authorized Services. In addition to the services required to be provided by the Lessee
pursuant to Paragraph A, above, Lessee is authorized, but not required or limited, to provide the
following services and to engage in the following activities as authorized by the rules and
regulations of the airport:
1. Ramp service at other Airport locations, including into -plane delivery of aircraft
fuel, lubricants and other related aviation products; loading and unloading of passengers, baggage,
IAA Fixed Base Operator Lease Page-2 of 14
mail and freight: and providing of ramp equipment, aircraft services for transient air taxi and other
persons or firms.
photography.
2. Special flight services, including aerial sightseeing, aerial advertising and aerial
3. The sale of new and used aircraft.
4. Flight training, including ground school.
5. Aircraft rental.
C. Aircraft charter operations, conducted by Lessee or a subcontractor of Lessee.
C. Operating Standards. In providing any of the required and/or authorized services or
activities specified in this Agreement, Lessee shall operate for the use and benefit of the public and
shall meet or exceed the following standards:
1. Lessee shall furnish service on a fair, reasonable and non-discriminatory basis to
all users of the Airport. Lessee shall furnish good, prompt and efficient service adequate to meet all
reasonable demands for its services at the Airport. Lessee shall charge fair, reasonable, and non-
discriminatory prices for each unit of sale or service; provided, however, that Lessee may be
allowed to make reasonable and non-discriminatory discounts, rebates or other similar types of
price reductions to volume purchasers.
2. Lessee shall select and appoint a full-time manager of its operations at the
Airport, which may be the owner of Lessee's business. The manager shall be qualified and
experienced, and vested with full power and authority to act in the name of Lessee with respect to
the method, manner and conduct of the operations of the fixed base services to be provided under
this Agreement. The manager shall be available at the Airport during regular business hours and
during the manager's absence, a duly authorized subordinate shall be in charge and available at the
Airport.
3. Lessee shall provide, at its sole expense, a sufficient number of employees to
provide effectively and efficiently the services required or authorized in this Agreement.
4. Lessee shall control the conduct, demeanor and appearance of its employees,
who shall be trained by the Lessee and who shall possess such technical qualifications and hold
such certificates of qualification as may be required in carrying out assigned duties. it shall be the
responsibility of Lessee to maintain close supervision over its employees to assure a high standard
of service to customers of Lessee.
5. Lessee shall meet all expenses and payments in connection with the use of the
Premises and the right and privileges herein granted, including taxes, permit fees, license fees and
KAA Fixed Base Operator Lease Page 3 of 14
assessments lawfully levied or assessed upon the Premises or property at any time situated therein
and thereon. Lessee may, however, at its sole expense and cost, contest any tax, fee, or
assessment.
6. Lessee shall comply with all federal, state and local laws, rules and regulations
which may apply to the conduct of the business contemplated, including rules and regulations
promulgated by Lessor, and Lessee shall keep in effect and post in a prominent place all necessary
and/or required licenses or permits.
7. Lessee shall be responsible for the maintenance and repair of the premises and
shall keep and maintain the Premises in good condition, order and repair, and shall surrender the
same upon the expiration of this Agreement, in the condition in which they are required to be kept,
reasonable wear and tear and damage by the elements not caused by the Lessee's negligence
excepted.
It is expressly understood and agreed that, in providing required and authorized
services pursuant to this Agreement, Lessee shall have the right to choose, in its sole discretion, its
vendors and suppliers.
D. Signs. During the term of this Agreement, Lessor shall, at its expense, place in or on the
Premises a sign or signs identifying the Lessee. Said sign or signs shall be of a size, shape and
design, and at a location or locations, approved by Lessee and in conformance with any overall
directional graphics or sign program established by Lessor. Lessee's approval shall not be withheld
unreasonably. Notwithstanding any other provision of this Agreement, said sign(s) shall remain the
property of Lessor.
E. Nan -Exclusive Right. It is not the intent of this Agreement to grant to Lessee the
exclusive right to provide any or all of the services described in this article at any time during the
term of this Agreement. Lessor reserves the right, at its sole discretion, to grant others certain
rights and privileges upon the Airport which are identical in part or in whole to those granted to
Lessee. However, Lessor does covenant and agree that:
1. It shall enforce all minimum standards or requirements for all aeronautical
endeavors and activities conducted at the Airport;
2. Any other operator or aeronautical endeavors or activities will not be permitted
to operate on the Airport under rates, terms of conditions which are more favorable than those set
forth in this Agreement; and
3. It will not perform the conduct of any aeronautical endeavor or activity at the
Airport except under an approved lease and/or an operating agreement.
KAA Fixed Base Operator Lease Page 4 of 14
ARTICLE III
APPURTENANT PRIVILEGES
A. Use of Airport Facilities. Lessee shall be entitled, in common with others authorized, to
the use of all facilities and improvements of a public nature which are now or may hereafter be
connected with or appurtenant to the Airport, including the use of landing areas, runways, taxiways
and aircraft parking areas designated by Lessor.
B. Aerial Approaches. Lessor reserves the right to take any action it considers necessary to
protect the aerial approaches of the Airport against obstruction, together with the right to prevent
Lessee from erecting, or permitting to be erected, any building or other structure on or adjacent to
the Airport which, in the opinion of Lessor, would limit the usefulness of the Airport or constitute a
hazard to aircraft.
ARTICLE IV
PAYMENTS
A. Rent and Fees. In consideration of the rights and privileges granted by this Agreement,
Lessee agrees to pay to Lessor during the term of this Agreement the following:
1. Rent. A rental of $7,997.44 per annum for the lease of the existing office space
and attached hangar (approximately 5,778 square feet). A rental of $9,517.64 per annum for the
lease of all other hangar space on the premises (approximately 12,776 square feet). In the event of
Lessor elects to remove any of the hangars, Lessee's rent shall be reduced by the monthly income
Lessee has lost for each hangar removed. The monthly income loss will be calculated using the
average of the three month's income to Lessee immediately prior to the hangar's removal. if all
hangars are removed, Lessee shall have no rental obligations to the Lessor pursuant to this portion
of the lease payments.
2. Fuel System Rent. A sum of $3,569.64 per annum on all aviation fuel sold by
Lessee. This sum exclusive of the $.06 per gallon city tax. The lease of the fuel farm and pumping
station is for the existing facility and will be renewed for the same length as the lease for the new
office and hangar on the new ramp. The Lessor will install a new fuel farm, av-gas and jet fuel, and
self-service pumping station on the new ramp and lease the fueling facility to Mark Tudahl, Red
Eagle Aviation, Inc, djbja Montana Air Adventures or his assign.
3. Adjustments to Rents and Fees. The rents and fees described above shall remain
fixed for years one through five of this lease agreement. The rents and fees for years six through
ten shall increase by two percent each year. The rents and fees for years eleven through twenty,
and for each year thereafter, shall increase by three percent each year.
KAA Fixed Base Operator Lease Page 5 of 14
B. Payments.
1. The rental payment specified in Paragraph A.1 and A.2, above, shall be paid
monthly in advance in the sum of 1 757.06 per month, the first payment to be made on or before
the first day of , 2018, and a like payment to be made on or before the first day of
each month thereafter during the term of this Agreement. It is understood and agreed that the
rental payments specified in Paragraph A.1 and A.2, above, and in the preceding sentence, may be
adjusted pursuant to Paragraph G, below, and that each such adjustment shall result in a change in
the annual and monthly rental payments.
2. The fees specified in Paragraph A.3, above, shall be paid to Lessor on or before
the twentieth (20`h) day following the end of each month throughout the term of this Agreement.
It is understood and agreed that the fees specified herein shall be adjusted pursuant to Paragraphs
AA, above and G below and that each such adjustment shall result in a change in the calculation of
the monthly payments of fees.
C. Landing Fees. Landing Fees are not levied at this time at the Airport; however, the
Lessor reserves the right to enact such fees at a later date. In the event Lessor enacts Landing Fees,
it shall, at that time, negotiate with the Lessee the extent of Lessee's obligations for collecting such
fees and the proportional sharing of the fees.
D. Parking Fees. Lessee shall collect aircraft tie down fees, in accordance with a schedule of
tie down fees established by Lessor, for all aircraft parked in public parking areas adjacent to the
Premises, elsewhere on the ramp or apron area adjacent to the Premises or on such areas as may
be designated by Lessor from time to time.
E. Delinquency Charge. A delinquency charge of 5% per month shall be added to payments
required by Paragraphs A, B, C, and D, above, which are rendered more than ten (10) days
delinquent.
F. Place of Payment. All payments due Lessor from Lessee shall be delivered to the place
designated in writing by the Lessor.
It is understood and agreed that no such increase in leases or fees shall be required if Lessee
is prohibited by law or regulation from passing such increase on to its customers.
ARTICLE V
UTILITIES
Lessee shall have the right to use the utility service facilities located on the Premises at the
commencement of the term of this Agreement. In addition, should Lessee's operations require
additional utility service facilities, Lessor shall, at its expense, extend such facilities to the Premises.
Lessor's obligation under this provision shall be limited to utilities extended by a public utility
company to Lessor's property line, and nothing herein shall obligate Lessor to provide any utility to
Lessee that is not otherwise available to Lessor at its property line. Such limitation shall also
KAA Fixed Base Operator Lease Page 6 of 14
include the inability of Lessor to provide utility facilities or service due to the imposition of any limit
on consumption or on the construction of additional utility facilities, or the allocation or
curtailment of utility facilities or service by law or regulation. Lessee agrees to pay the cost of all
utilities. in the event Lessee fails to pay any utility bills when due, Lessor may, at its option, pay the
same and collect from Lessee the amounts so disbursed, plus interest at the rate of 1/a per month
or fraction thereof.
ARTICLE VI
INSURANCE
A. Required Insurance. Lessee shall obtain and maintain continuously in effect at all times
during the term of this Agreement, at Lessee's sole expense, the following insurance:
1. Comprehensive general liability insurance protecting Lessor against any and all
liability by reason of Lessee's conduct incident to the use of the Premises, or resulting from any
accident occurring on or about the roads, driveways or other public places, including runways and
taxiways, used by Lessee at the Airport, caused by or arising out of any wrongful act or omission of
Lessee, in the minimum amount of $2,000,000.00;
2. Passenger liability insurance in the minimum amount of $100,000 per seat, and
$1,000,000 per occurrence;
3. Hangar keeper's liability insurance in the minimum amount of $25,000 per
aircraft;
4. Product liability insurance in the minimum amount of $100,000;
S. Fire and extended coverage insurance on all fixed improvements erected by
Lessee on or in the Premises to the full insurable value thereof.
The insurance specified in Paragraphs A.2 through A_5, above, shall name Lessor as
an additional insured.
B. Notice. Lessor agrees to notify Lessee in writing as soon as practicable of any claim,
demand or action arising out of an occurrence covered hereunder of which Lessor has knowledge,
and to cooperate with Lessee in the investigation and defense thereof.
ARTICLE ViI
INDEMNIFICATION
To the extent not covered by insurance carried in favor of Lessor, Lessee shall keep and hold
harmless Lessor and the City of Kalispell from and against any and all claims, demands, suits,
judgements, costs and expenses asserted by any person or persons, including agents or employees
of Lessor or Lessee, by reason of death or injury to persons or loss or damage to property, resulting
KAA Fixed Base Operator Lease Page 7 of I4
from Lessee's operations; or anything done or omitted by Lessee, under this Agreement except to
the extent that such claims, demands, suits, judgments, costs and expenses any be attributed to
the acts or omissions of Lessor or its agents or employees.
ARTICLE VIII
LESSEE AS INDEPENDENT CONTRACTOR
In conducting its business hereunder, Lessee acts as an independent contractor and
not as an agent of Lessor. The selection, retention, assignment, direction and payment of Lessee's
employees shall be the sole responsibility of Lessee, and Lessor shall not attempt to exercise any
control over the daily performance of duties by Lessee's employees.
ARTICLE IX
ASSIGNMENT
This agreement, or any part thereof, may not be assigned, transferred or subleased
by Lessee, by process or operation of las or in any other manner whatsoever, without the prior
written consent of Lessor, which consent shall not be withheld unreasonably.
ARTICLE X
NON-DISCRIMINATION
Notwithstanding any other or inconsistent provision of this Agreement, during the
performance of this Agreement, Lessee, for itself, its heirs, personal representatives, successors in
interest an assigns, as part of the consideration for this Agreement, does hereby covenant and
agree, as a covenant running with the land, that:
A. No person on the grounds of race, color, religion, sex, or national origin shall be
excluded from participation in, denied that benefits of, or otherwise be subjected to
discrimination in; the use of the Premises.
B. In the construction of any improvement on, over or under the Premises, and the
furnishing of services therein or thereon, no person on the grounds of race, color, religion,
sex or national origin shall be excluded from participation in, denied the benefit of, or
otherwise be subjected to discrimination;
C. Lessee shall use the Premises in compliance with all other requirements imposed
by pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle
A, Office of the Secretary, Part 21, Nondiscrimination in Federally Assisted Programs of the
Department of Transportation -Effectuation of Title VI of the Civil Rights Act of 1964, and as
said regulations may be amended.
D_ In the event of breach of any of the above non-discrimination covenants, Lessor
shall have the right to terminate this Agreement and to reenter and repossess the Premises
and hold the same as if said Agreement had never been made or issued. This provision does
KAA Fixed Base Operator Lease Page 8 of 14
not become effective until the procedures of 49 CFR Part 21 have been followed and
completed, including expiration of appeal rights.
ARTICLE XI
REQUIREMENTS OF THE UNITED STATES
This Agreement shall be subject and subordinate to the provisions of any existing or future
agreement between Lessor and the United States, or any agency thereof, relative to the operation
or maintenance of the Airport, the execution of which has been or may be required as a condition
precedent to the expenditure of federal funds for the development or operation of the Airport
provided, however, that Lessor shall, to the extent permitted by law, use its best efforts to cause
any such agreements to include provisions protecting and preserving the rights of Lessee in and to
the Premises, and to compensation for the taking thereof, interference therewith ad damage
thereto, caused by such agreement or by actions of Lessor or the United States pursuant thereto.
ARTICLE XII
DEFAULT AND TERMINATION
A. Termination by Lessee. This Agreement shall be subject to termination by Lessee in
the event of any one or more of the following events:
a. The default by Lessor in the performance of any of the terms, covenants or
conditions of this Agreement, and the failure of Lessor to remedy, or undertake
to remedy, to Lessee's satisfaction, such default for a period of thirty (30) days
after receipt of notice from Lessee to remedy the same.
b. Damage to or destruction of all or a material part of the Premises or Airport
facilities necessary to the operation of Lessee's business.
B. Termination by Lessor. This Agreement shall be subject to termination by Lessor in
the event of any one or more of the following events:
a. The default by Lessee in the performance of any of the terms, covenants or
conditions of this Agreement, and the failure of Lessee to remedy, or undertake
to remedy, to Lessor's satisfaction, such default for a period of thirty (30) days
after receipt of notice from Lessor to remedy the same.
b. Lessee files a voluntary petition in bankruptcy, including a reorganization
plan, makes a general or other assignment for the benefit of creditors, is
adjudicated as bankrupt or if a receiver is appointed for the property or affairs of
Lessee and such receivership is not vacated within thirty (30) days after the
appointment of such receiver.
C. In the event that this lease is terminated as a result of the termination of the
Master Lease between the Lessor and the City of Kalispell, the leasehold shall
transfer to the City of Kalispell, as Lessor, and shall convert to a month to month
KAA Fixed Base Operator Lease Page 9 of 14
tenancy. The City of Kalispell shall be under no obligation to continue to operate
the airport. In the event the City of Kalispell determines thereafter to close the
airport, twelve (12) months notice shalt be given to the Lessee. Lessee shall have
the right to remove all signs, trade fixtures, furnishings, personal property
equipment and materials owned by Lessee, but shall do so within twelve (12)
months from notice of the airport's (closure) discontinuance.
C. Exercise. Exercise of the rights of termination set forth in Paragraphs A and B, above, shall
be by notice to the other party within thirty (30) days following the event giving rise to the
termination.
ARTICLE XIII
ARBITRATION
Except as provided in Paragraph I of Article V of this Agreement, all claims or disputes
arising out of or relating to this Agreement shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association then obtaining. Notice of the
demand for arbitration shall be filed in writing with the other party to the Agreement and with the
American Arbitration Association and shall be made within a reasonable time after the claim or
dispute has arisen. The award rendered by the arbitrators shall be final, and judgment may be
entered upon it in accordance with applicable law in any court having jurisdiction thereof.
Except by written consent of the person or entity sought to be joined, no arbitration arising
out of or relating to the Agreement shall include, by consolidation, joinder or in any other manner,
any person or entity not a party to the Agreement, unless it is shown at the time the demand for
arbitration is filed that (1) such person or entity is substantially involved in a common question of
face or law; (2) the presence of such person or entity is required if complete relief is to be accorded
in the arbitration; and (3) the interest or responsibly of such person or entity in the matter is not
insubstantial.
The agreement of the parties to arbitrate claims and disputes shall be specifically
enforceable under the prevailing arbitration law.
Pending final decision of the arbitrator or arbitrators, the parties shall proceed diligently
with the performance of their obligations under this Agreement.
ARTICLE XIS/
MISCELLANEOUS PROVISIONS
A. Entire Agreement. This Agreement constitutes the entire understanding between the
parties and as of its effective date supersedes all prior or independent agreements between the
parties covering the subject matter hereof. Any change of modification hereof must be in writing
signed by both parties.
KAA Fixed Base Operator Lease Page 10 of 14
B. Severability. If a provision hereof shall be finally declared void or illegal by any court or
administrative agency having jurisdiction, the entire Agreement shall not be void, but the remaining
provisions shall continue in effect as nearly as possible in accordance with the original intent of the
parties.
C. Notice. Any notice given by one party to the other in connection with this Agreement
shall be in writing and shall be sent by registered mail, return receipt requested, with postage and
registration fees prepaid:
1. If to Lessor, addressed to:
Zack Anderson
Kalispell Airport Association
1880 US Hwy 93 South
Kalispell, MT 59901
2. If to Lessee, addressed to:
Mark Tudahl
Red Eagle Aviation d/b/a Montana Air Adventures
1880 Highway 93 South
Kalispell, MT 59901
Notices shall be deemed to have been received on the date of receipt as shown on the
return receipt.
D. Headings. The headings used in this Agreement are intended for convenience of
reference only and do not define or limit the scope or meaning of any provision of this Agreement.
E. Governing Law. This Agreement is to be construed in accordance with the laws of the
State of Montana.
[Remainder of page left intentionally blank; Notary Public information and seal to immediately
follow]
KAA Fixed Base Operator Lease Page I 1 of 14
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.
LESSOR: LESSEE:
KALISPE I T ASSOCIATION RED EAGLE AVIATION, INC
B By �._ �j--
ack d son, President Mark A. Tudahl, President
STATE OF MONTANA }
} ss.
County of Flathead }
t
On this day of ' fL , 2018, before me, a Notary Public for the State of
Montana, personally appeared ZACK ANDERSON, President of the Kalispell Airport Association
and proved to me to be the person whose name is subscribed to the within instrument, and
acknowledged to me that he/she executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
hereinabove first written.
,E s ROBIN E. SILVA
Qrj,b lq�q NOTARY PUBLIC for the
State of Montana
SEAL_ Residing at Kalispell, Montana
s�qT �P�e My Commission Expires
fioF v,o' May 23, 2019
l (�
NOTARY PUBLIC State of M ntana
Residing a .�
Dll+y'Cc�mx�sio
IN WITNESS WHEREOF, said KAA has caused this Lease to be signed on its behalf by the Board
Clerk and Airport Manager of said KAA and said TENANT has executed this Lease this 9� day of
KI 20 0�
KALISE}RPORT ASSOCIA
LMAN, Airport Manager
Tenant
KAA Fixed Base Operator Lease Page 12 of 14
NOTARY CERTIFICATION FOR AIRPORT MANAGER
STATE OF MONTANA )
: ss
County of Flathead
On this Z day of / %fL- , 2016, before me, a Notary Public in and for the State
of Montana, personally appeared BJ HOLMAN, in his capacity as KAA Airport Manager, known to me
to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that
he/she executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal, the day and
year first above written.
k E.;1` ROBIN E. SILUA
apSHR/NOTARY PUBLIC for the
State of Montana
SEAL Residing at Kalispell, Montana
``, My Commission Expires
�TFOF iS�oMay 23, 2019
SEAL
Notary Pu lic, State of Montana
Printed Name: f0Vi , l iyE Ott r�
Residing at is i 1
My Co m'iissio Aire e
[Remainder of page left intentionally blank; Notary Public information and seal to immediately
follow]
KAA Fixed Base Operator Lease Page 13 of 14
NOTARY CERTIFICATION FOR TENANT(S)
STATE OF MONTANA )
ss
County of Flathead
On this2Z> day of iV 20�K, before me, a Notary Public in and for the State of
Montana, personally appeared MARK TUDAHL, President Red Eagle Aviation, Inc, known to me to be
the person whose name is subscribed to the foregoing instrument, and acknowledged to me that
he/she executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal, the day and
year first above written.
ROBIN E. SILVA
�pTARlNOTARY PUBLIC for the
State of Montana
SEAL 4 Residing at Kaiispeti, Montana
qTF DF n10NtPc' My Commission Expires
May 23, 2049
SEAL
STATE OF MONTANA )
ss
County of Flathead
Notary Public, State of M ntana
Printed Name: Poe'o r , k(,,4A-
Residing at YL�ASQ--A, E47
Myi�ommi
On this _ day of ,20 before me, a Notary Public in and far the State of
Montana, personally appeared known to me to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed
the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal, the day and
year first above written.
SEAL
Notary Public, State of Montana
Printed Name:
Residing at
My Commission expires
KAA Fixed Base Operator Lease Pagge 14 of 14
18LM
DEED EXHIBIT
NW 1/4 NW 1/4
SEC. 20
T28N— R21W
M.P. M.
�s
(l
SCALE I" s 200'
DATE April 16, 1969
1
�o
SO
0
6
# 01
X 9410
30'Rdwy-
Eass+asnt
6,.i
Lloyd 3_ MCC.inttck
Rsq. No. 758 S
Office
Office Floor Plan
,I
Office
J a
(R/R
Staff w�
--- L _ r1 Class
Room
Reception j
Area �!
ked Eagle Aviation
Description of the Improvements
0
The improvements consist of a one-story office and maintenance hangar facility, and three
detached hangars, together with miscellaneous site improvements. (See Floor Plan and
Dimensions of Building on opposite pages).
The buildings have the following dimensions and gross building areas (GBA):
Building-1
Building 1 (Office): 24-0 x 51-0 =
14-6 x 57-6 =
Building 1 (Hangar): 60-0 x 62-0 =
Building 1 Total:
Building 2 (Hangar): 36-0 x 93-0 =
Building 3 (Hangar): 36-0 x 93-0 =
1,224
834
2,058 sf x 9' = 18,522 cf
3.720 sf x 16' = 59.250 cf
5,778 sf 77,772 cf
3,348 sf x 14' = 46,872 cf
3,348 sf x 14' = 46,872 cf
Building 4 (Hangar): 32-0 x 190-0 = 6,080 sf x 13' = 79,040 cf
This building is occupied as offices and hanger/shop space for a flight based operation. The
office portion is composed of waiting room, staff area, two offices, class room, and two rest
rooms.
The office portion has a poured concrete foundation, painted concrete block exterior walls,
built-up tar and gravel roof cover. Windows are a combination of fixed double -pane and
thermopane casements. Exterior doors are commercial aluminum and glass. Insulation factors
are believed to be typical, but were not verified.
Interior finish consists of quarry tile flooring in waiting room area, commercial carpet in
offices and class room, and vinyl in the rest rooms; painted concrete block and sheetrock
walls, painted sheetrock; fiberboard tile ceilings with flush -mounted fluorescent flight
fixtures. Interior doors are solid and hollow -core wood. There are several built-in counters
and cabinets in the staff area, front office and the hall off of the rest rooms.
The office area is heated by a gas forced -air furnace_ The electrical system is 100 amps with
breakers, flexible conduit wiring and typical outlets and switches. Plumbing fixtures include a
single vanity and toilet in each rest room and a urinal in the men's room; stall shower off the
hall to the hangar; 52 gallon electric water heater.
The office was constructed around 1969 and appears to be in average overall condition for its
age. Roof cover was replaced in 1996; interior remodeling around 1999. Deferred
BARRIE APPRAISAL & CONSULTtNG, LLC
Re4 Eagle Aviation 23
The hangar has brushed concrete floor finish; three T-hangar partitions (OSB); no ceiling
finish. The hangar is not heated. The electrical system is 200 amps, with breakers, rigid
conduit wiring and incandescent light fixtures. There are no plumbing fixtures in the hangar.
The hangar is in average overall condition for its age with no major deferred maintenance
noted. The effective age is estimated at 4 years based on an economic life of 30 years. The
present configuration and interior finish also appear adequate for the current tenants. Hence,
no functional obsolescence was attributed to the building.
Building 4
This building is an aircraft storage hangar built around 1970. The hangar has a reinforced
concrete foundation with a gravel floor. Exterior walls are wood framed, 13 ft in height with
metal siding; roof structure is a wood truss system with metal roof cover. There are six 12x40
sliding doors.
The building has a gravel floor; T-hangar partitions (OSB); no ceiling finish. The hangar is
not heated. The electrical system is 125 amps, with breakers, rigid conduit wiring and
incandescent light fixtures. There are no plumbing fixtures in the hangar.
The hangar is in average overall condition for its age with no major deferred maintenance
noted. The effective age is estimated at 18 years based on an economic life of 30 years. The
present configuration and interior finish also appear adequate for the current tenants. Hence,
no functional obsolescence was attributed to the building.
Additional Improvements
Other improvements include two 12,000 gallon underground fuel storage tanks (DOT
approved); computer monitored fuel island with one pump; asphalt paving (approx. 76 x 108
= 8,208 sf) off Hangar 1; concrete apron off Hangar 1 and concrete walks to office (Bldg 1);
split rail fencing and gravel parking lot (south of office).
,
Futures
No fixtures other than the built-ins and mechanical systems within the buildings were noted. The
free-standing fumiture, appliances and equipment were not included in the appraisal.
BARRIE APPRAISAL & CONSULTING, LLC
Va
NOVATION
THE PARTIES AGREE TO THE FOLLOWING FACTS:
1. The City of Kalispell (the "City") has agreed to enter into a municipal airport lease agreement
with the Kalispell Airport Association ("KAA"), as shown in Exhibit "A" attached hereto and
incorporated fully herein by this reference contingent upon all lease holders executing this
novation agreement.
The Term "the Lease, " as used in this Agreement, means that lease of municipal airport property
made between the Leasee and the City before the effective date of this Agreement, whether or
not performance or payment have been completed. The parties intend that the terms of the lease
subject to this agreement ("the Subject Lease) shall effectively terminate the Lease and release
both the City and the Lessee from any remaining rights, duties, or obligations to one another
under the Lease. Included in the term "the Lease" are also any extensions or modifications made
under the terms and conditions of the original lease between the Lessee and the City.
2. The City shall give to KAA all rights and obligations to manage the airport assets of the City
pursuant to the terms of the municipal airport lease agreement described as Exhibit "A" between
the City and KAA.
3. KAA has accepted all the management rights and obligations of the City pursuant to the terms
of the municipal airport lease agreement described as Exhibit "A".
4. KAA has assumed all future obligations and liabilities of the City in the management of the
airport pursuant to the terms of the municipal airport lease agreement described as Exhibit "A".
5. KAA is in a position to fully perform all obligations as they may exist under the municipal
airport lease agreement described as Exhibit "A".
6. A certificate dated the 29 day of December 2017, has been issued by the Secretary of State of
Montana, to the effect that NAME is a registered Limited Liability Company in good standing
with the State of Montana.
7. It is consistent with Lessee's interests to release the City from its obligations under the Lease
and, in consideration of the City releasing Lessee from its obligations under the Lease, to enter
into the Subject Lease herein with KAA.
INCONSIDERATION OF THESE FACTSTHE PARTIES AGREE THAT BY THIS
AGREEMENT:
1. The City confirms the leasehold rights of KAA under the terms of the municipal airport lease
described as Exhibit "A", and hereby waives any nontax related claims and rights against
Lessee under the terms of the Subject Lease between Lessee and KAA.
2. KAA agrees to be bound by the terms of the municipal airport lease described as Exhibit "A"
and thereby to assume all the management duties, obligations and liabilities owed to Lessee
as the manager of the airport. Likewise, the City agrees that it is bound by the terms of the
municipal airport lease.
3. Except as expressly provided in this Agreement, the Lessee agrees to waive all rights and
claims against the City arising out of the terms of the Lease.
Entire Agreement
This agreement supersedes all previous agreements in respect of its subject matter and embodies
the entire agreement between the parties.
a) The Lessee acknowledges that no representations, warranties, promises, undertakings or
agreements have been made by the City or any person acting, or purporting to act, on
behalf of the City in connection with this novation other than as expressly set out or
referred to in this agreement.
b) KAA acknowledges that it has not relied on any statement, representation, warranty,
promise, undertaking or agreement (whether express or implied, oral or written) resulting
from or implied by conduct made in the course of communications or negotiations in
connection with this lease, which is not set out in this lease or the municipal airport lease
described as Exhibit "A".
No reliance or inducement
Each party warrants and agrees that when entering into this agreement it relied exclusively on the
following matters independently of any statements, inducements or representations made by or
on behalf of any other party, including without limitation, by the officers, employees or agents or
any other person acting on behalf of a party:
a) its own inspections, investigations, skill and judgement;
b) the terms expressly contained in this agreement; and
c) opinions and advice obtained independently of any other party.
Notwithstanding anything in this Novation to the contrary:
1. To the extent that this Novation may compete or conflict with the terms of the
municipal airport lease, the municipal airport lease shall be deemed superior to
and controlling over this Novation.
2. The provisions contained in paragraphs 7(c) and 8 of the municipal airport
lease shall be deemed to be superior to and will supersede any and all
provisions of this Novation to the extent that such provisions which may
conflict with said Paragraphs 7(c) and 8 of the municipal airport lease.
[Remainder of this page left intentionally blank; signature page to immediately follow)
Dated this ;?- 6day of �C , 2018.
City of Kalispell
BY:
(-�:R 2---,� -
Nam Pri ed. v'u
Title:
Dated this day of 52018.
Kalispell Airport Association, Inc.
BY:
C AERSON,resident
Leasee
BY:
Title: President, Red Eagle Aviation, Inc (FBO)