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07591.121292-2leb-030512kka Airport Managers Agr AIRPORT MANAGER’S AGREEMENT THIS AGREEMENT, made and entered into this day of 2012, by and between the City of Middleton, State of Wisconsin, a municipal corporation existing by and under the authority of the laws of the State of Wisconsin (the “Owner”), and Richard Morey (the “Manager”). WHEREAS, Owner owns and operates an airport known as the Middleton Municipal Airport - Morey Field (the “Airport”), and Manager is desirous of entering into a contractual arrangement for the management of the Airport; and WHEREAS, Manager has acted in this capacity under a series of contracts with Owner since November 17, 1988; and WHEREAS, the previous Airport Manager’s Agreement extended through December 31, 2011, and has not yet been renewed; and WHEREAS, Owner wishes to renew the Airport Manager’s Agreement with Manager to manage the Airport for another period of five years; and WHEREAS, Owner, insofar as relationships are concerned in this Agreement, shall mean City of Middleton and its Airport Commission or their successors, unless otherwise specifically provided. NOW THEREFORE, in consideration of the agreements contained herein and in the Fixed Base Operations Agreement executed simultaneously herewith, the Manager does hereby agree to assume responsibility for management of the Airport, upon the following terms and conditions: 1. It is understood and agreed that nothing in this agreement shall be construed to authorize or grant to Manager any exclusive right or privilege in connection with any business or activity on the Airport in which Manager may have an interest or association. 2. The term of this Agreement shall be for a period from January 1, 2012 to December 31, 2016, unless sooner terminated as provided in paragraph 8. 3. Under policy established by Owner, Manager is in charge of, and is responsible for, the administration, operation and maintenance of the Airport. Manager, as part of his duties and responsibilities, shall: Conduct or provide for daily inspections of all airport physical properties, including runways, taxiways, lighting systems, buildings, navigational equipment, automobile parking areas and access roads; ---PAGE BREAK--- - 2 - 07591.121292-2leb-030512kka Airport Managers Agr personally make or direct others to make routine repairs, replacements and improvements in a timely and efficient manner; requisition from the Owner or purchase, small equipment and supplies required in daily operation and maintenance; recommend the purchase of new equipment and other expenditures exceeding $100.00; keep a complete and accurate record of all maintenance work performed at the Airport, and make such reports to the Owner as may be required at such time and in the form requested by the Owner. Determine current and potential program needs and prepare plans to fill these needs; make recommendations for current and future development of aviation facilities; coordinate all development and improvement with the proper local, state and federal agencies, engineers, architects and other professionals, aviation organizations, and public interest groups. Recommend to Owner ordinances and regulations relating to the safe and efficient operation of the Airport, and governing the use of the Airport, including the leasing of floor space, parking, hangars and other property; assure enforcement of all ordinances and regulations concerning the Airport. Serve as liaison between Owner and the Airport users and lessees relative to the preparation, negotiation, rates and charges, and terms of leases and agreements. Develop and maintain effective liaison with the traveling and general public, commercial and general aviation interests, agencies having control over or interest in, certain airport activities, tenants and their employees, and all entities with an interest in the Airport. Establish appropriate Airport accounts, prepare periodic and special operations and financial reports, including annual budget requests for Owner. Be responsible for notifying the Federal Aviation Administration Flight Service Station of all conditions affecting the safe use of the airport. Participate in conferences and meetings of aeronautical and civic organizations for the promotion of aviation activity in the community; give talks on airport progress and service; coordinate the plans and assure safe operating procedures are followed for air shows, demonstrations and exhibitions at the Airport. ---PAGE BREAK--- - 3 - 07591.121292-2leb-030512kka Airport Managers Agr Provide the operating, maintenance, security, fire prevention, safety, custodial and snow plowing personnel as follows: “Interior Maintenance.” The maintenance and keeping in good repair of all items such as the interior walls and ceilings, painting, repairs or alterations of plumbing, doors, window or door glass, electrical fixtures, air conditioning, water fixtures, locking devices and all other fixtures, janitorial services such as sweeping, dusting, mopping and waxing floors, relamping, interior and exterior washing of windows, and the arrangement for sanitary removal of solid waste from the property. “Exterior Maintenance.” The maintenance and keeping in good repair of all items such as fences, building doors, painting, siding, roof, gutters and downspouts, trimming of the grounds and landscaping of the lands appurtenant to buildings and keeping the grounds, including drainage ditches and all paved areas, in a neat and serviceable condition. Operator shall be responsible for patrolling the grounds and apron surfaces adjacent to the FBO operation in the vicinity of the fuel farm and removing any solid waste. This shall include the general responsibility for keeping all operational areas around any hangars and terminal buildings and fuel farm in a clean and orderly condition at all times. “Custodial Responsibilities.” The cleaning and custodial maintenance of the lands described in Section 1(a) of the Fixed Base Operations (FBO) Agreement (and, in the absence of any other Agreements by Middleton with other fixed base operators, all other public portions of the Airport), including common hallways, public restrooms, ramp areas, parking lots, and runways, including snow removal. Operator shall be responsible for all snow removal within ten (10) feet of terminal building and hangar doors, the fuel farm area and all parking lots and pedestrian walkways. 4. In consideration of Manager undertaking the responsibilities set forth in the preceding paragraph, Owner shall pay Manager a stipend of Two Thousand Six Hundred Sixty-Seven Dollars ($2,667.00) per month. This stipend is intended by the parties to estimate the cost of services provided by Manager. ---PAGE BREAK--- - 4 - 07591.121292-2leb-030512kka Airport Managers Agr By January 31 of each year, Manager shall account to Owner for the cost of the services provided in Section 3 of this Agreement for the previous year. In the event that the Owner is satisfied that the cost of the services provided under Section 3 of this Agreement exceeded Thirty-Two Thousand Four Dollars ($32,004.00) for the preceding calendar year, Owner shall pay Manager said sum within 45 days of the date of submission of said annual accounting. In the event that the Owner is satisfied that cost of the services provided under Section 3 of this Agreement was less than Thirty-Two Thousand Four Dollars ($32,004.00) for the preceding calendar year, Manager shall pay Owner the excess stipend previously paid to Manager within 45 days after submission of said annual accounting. The parties understand and agree that Manager is an independent contractor and not an employee of Owner. 5. Manager for himself, his personal representatives, successors in interest, and assigns agrees that: no person on the grounds of gender, race, color, religion, sexual preference or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of all Airport facilities; in the construction and maintenance of any improvements on, over, or under such land and the furnishing of services thereon or therein, no person on the grounds of gender race, color, religion, sexual preference or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; Manager shall use the premises in compliance with all other requirements imposed by or pursuant of 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. 6. Manager shall not assign or delegate any of his duties or responsibilities under this Agreement without the prior written approval of Owner. ---PAGE BREAK--- - 5 - 07591.121292-2leb-030512kka Airport Managers Agr 7. The schedule of days and hours during which Manager shall normally be in attendance at the Airport shall be reasonable and established by Owner, with re-evaluation from time to time, as needed. 8. In the event that Manager fails to comply with the terms and conditions of this Agreement, Owner shall notify Manager, in writing, of the alleged violation of this Agreement and, if the violation has not been corrected within 30 days from the date of the alleged violation or if Owner has other reasonable and just cause, this Agreement may be terminated by Owner upon thirty days’ written notice. Manager may terminate this Agreement at any time upon giving not less than thirty days’ written notice to Owner. The Agreement shall also be terminated if Manager is unable to perform his duties. 9. Any controversy or claim arising out of or relating to this Agreement or any alleged breach thereof which cannot be settled between the parties, shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the dispute rendered by the arbitrator(s) shall be final and binding on the parties. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals this day of 2012, in the City of Middleton, Dane County, Wisconsin. OWNER: MANAGER: CITY OF MIDDLETON By: Kurt J. Sonnentag, Mayor Richard Morey ATTEST: Lorie J. Burns, City Clerk 4833-9428-7119, v. 1