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..**tilt~** l**~** l I • t '-,I ',,,: r ·, NORWOOD AIRPORT CO"vlMISSION
Mark P. Ryan, !' ice Chc:nrman Kevin J. Shaughnessy. Clerk

March 6, 20 15
Federal Aviation Administration Attn: Mary T. Walsh, Airports Division 12 New England Executive Park Burlington, MA 01803 Hylie Hutchens Leslie W. LeBlanc

RE: Response to FAA Letter, Dated January 15, 2015
Dear Ms. Walsh: Martin E. Odstrchel Paul V. Shaughnessy, Jr

. Michael Sheehan

Please be advised that the Norwood Airport Commission (NAC or Airport Commission) has received your letter dated January 15, 2015 (Attachment A). As noted in a recent e-mail received by Norwood Airport Manager, Russ Maguire, your leniency regarding the timing ofthe NAC's response is especially appreciated in light of the small staff here and the unprecedented snow season with which we have had to deal. This winter has left us-both literally and figuratively-under what now feels like an almost constant state of snow emergencies, with the only reprieve being the after-storm clean-ups, all of which have been both labor- and timeintensive.
On behalf of the NAC , this letter and its attachments serve as the Airport Commission's written response to your questions regarding a Part 13 complaint filed by former NAC Commissioner, Oulton Hues (Mr. Hues) , against the Airport Commission. Months ago, by email , the Airport Commission did receive from FAA a copy of Mr. Hues' Part 13 complaint. This is believed to be the same complaint in question, though the responses, below, are tied only to those issues presented in your January 15 , 2015 letter.
As you noted in your letter, "the allegations appear to be similar in nature to those ofthe Part 13 complaint filed against the Town of Norwood by Mr. Christopher Donovan of Boston Executive Helicopters (BEH) ." Given your observation, it should additionally be noted that for many months now, Mr. Donovan and Mr. Hues have had some type of an agreement or relationship as evidenced by the fact that Mr. Hues ' aircraft was hangared with BEH while he served as an Airport Commissioner. In short, Mr. Hues has spent significant time with Mr. Donovan while on the Norwood Airport, and though Mr. Hues ' tenure on the Airport Commission was only about eight months long, he took any number of opportunities as an Airport Commissioner to advocate on BEH ' s behalf. Therefore, the Airport Commission respectfully considers the potential conflict and motivations by the Complainant, Mr. Hues. 125 \cces s R oad. \; or.,o,1d \ 1-\ 02 062 ?H

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At a public meeting held December 18 , 2014 , the Norwood Board of Selectmen voted unanimously to remove Mr. Hues from the Norwood Airport Commission due to what Selectman Bill Plasko called Mr. Hues ' " dangerous , aggressive and quick angry behavior.

. .intimidating and offensive to others

.. ." For your convenience, a copy ofthe Board of Selectmen meeting minutes from the removal hearing for Mr. Hues is included inA ttachment B.
That said, we will answer the Federal Aviation Administration's (FAA) questions regarding Mr. Hues ' complaints, which apparently have led FAA to consider that "the Town of Norwood Airport Commission actions do not support Boston Executive Helicopters with an opportunity as a second fixed based operator at the airport. " Suffice it to say that nothing can be further from actuality, as reflected in the Airport Commission' s actions in attempting to work with BEH reflect. BEHs responses to the Airport Commission have been a moving targetBEH has been unwilling and/or unable to provide financial and business information requested by the Airport Commission consistent with its obligations under the Airport' s Minimum Standards.
Per your January 15 , 2015 letter, under separate cover is an updated lease plan drawing of the Norwood Airport. This was initially shown to FAA' s Tom Vick and Lauren King on August 5, 2014, when FAA conducted its land-use inspection ofthe Norwood Airport. In the lower right hand corner ofthe drawing is a text box, which identifies each individual lease parcel, its lessee, the lease term, and the parcel' s square footage.
The following documents are attached as requested by your January 15 , 2015 letter:

• Attachment C is a chart showing Norwood Airport' s Airport Improvement Program (AlP) funded ramps for the past 20 years. • Attachment D is a chart showing leases in place prior to BEH ' s operation on the Norwood Airport beginning in May 2010, as a Part 135 operator. • Attachment E is the Airport Commission ' s standard provision with regard to nonexclusive rights , and this language is included in all NAC leases following the Part 16 compliance action plan submitted to FAA. • Attachment F is the Request for Proposals (RFP) for the DC-3 ramp. • Attachment G is an explanation of the use restrictions noted in the DC

-3 ramp RFP , as well as the use restrictions for the West Apron lease offers to BEH in both 2014 and 2015. • Attachment His Flight Level 's Lots A,B ,C lease. This lease term runs from 2014- 2019. • Attachment I is Papa Whisky 1 LLC 's DC-3 ramp lease. This lease term runs from 2013

-2018. Regarding leases on the Norwood Airport, in 1967 , the Airport Commission leased to Boston Metropolitan Airport , Inc

. (BMA) an 1, 100 ft. x 300 ft

. parcel ofland. This parcel, shown in yellow on the attached lease plan drawing, is currently leased by BMA directly to both Flight Level and BEH. The NACI BMA master lease remains in effect until 2047.

838484v2

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More directly, the Airport Commission leases to Flight Level the following four lots: FLIGHTLEVEL
Lots A,B ,C 79 ,298 sq. ft. Lots W,X,Y 111 ,292 sq. ft. Lot 6 210, 180 sq. ft. Lot7 135 ,360 sq . ft.
TOTAL: 536,130 sq. ft. However, it should be noted that the leases for Lots W,X,Y, as well as Lots 6 and 7, were assumed by Flight Level in 2008 when Flight Level acquired Eastern Air Center. As for BEH , approximately a year ago, in March 2014, the Airport Commission offered a West Apron lease of 6,889 square feet (Attachment J)

. At the Airport Commission' s April 9, 2014 meeting, BEH refused the offer and subsequently filed a Part 13 complaint. Subsequently, at its June 11 , 2014 public meeting, the Airport Commission voted to table further negotiations regarding both BEH 's lease and fixed based operator (FBO) interests

. At that time, not all of the Airport Commission members had read the BEH complaint, and, more importantly, the NAC was still waiting to receive from BEH its revised business plan and financial information.
On July 3 , 2014, BEH's revised business plan was received and circulated to all NAC members for review. The NAC was hoping to receive the kind of meaningful financial information and proper business plan from BEH that the NAC had been requesting for several months

. This , along with the revised business plan, was needed to intelligently assessconsistent with the Norwood Airport Minimum Standards :

• BEH ' s financial health • BEH's record ofperformance • BEH's business growth projections Indeed, as the FAA recognizes in Advisory Circular (AC) 150/5190-7, mm1mum standards are encouraged " to ensure a safe, efficient and adequate level of operation and services is offered to the public. " See AC 150/5190-7 at 3

. AC 150-5190-7 further recognizes, among other factors , that an airport sponsor consider " [w]hat type of documentation will business applicants be required to present as evidence of financial stability and good credit. " Id

. at 5 (emphasis added). On July 10, 2014, the Airport Commission filed its response to BEH ' s Part 13 complaint. At this time, the Airport Commission continued to table BEH 's FBO and lease interests pending

838484v24
the outcome of BEH 's Part 13 complaint. The Airport Commission did not want to make a decision that might contradict final disposition ofthe complaint.' While awaiting the outcome, the Airport Commission received briefings from BEH on the progress of its facility and fuel farm

. These updates were periodically received at the Airport Commission' s monthly meetings. The Airport Commission also continued to provisionally approve BEH ' s permit to operate and provide commercial services previously approved.
Four months later, in November 4, 2014, BEH withdrew its complaint. BEH unilaterally and voluntarily withdrew this Part 13 complaint on its own volition. On November 25 , 2014, the Airport Commission went in to executive session to discuss a lease offer with BEH. Unfortunately, as noted in Attachment K, the Airport Commission had to unexpectedly adjourn the meeting early, after then Commissioner Hues began screaming at me and using vulgar language in front of everyone in attendance, including our recording secretary, Deb Reddick (Ms. Reddick)

. At one point, Ms. Reddick stood up and leaned over to ask Mr. Hues not to use such language in front of her. As she tried to get his attention, Ms. Reddick touched him on the shoulder. Mr. Hues later tried to file assault charges against Ms. Reddick

similar to the assault charges he also claimed against former NAC Chairman Thomas Wynne (Chairman Wynne)-before finally being dismissed as an Airport Commissioner by the Board of Selectmen. Mr. Hues ' perceived physical assaults by former Chairman Wynne and recording secretary Reddick are noted in Mr. Hues ' e-mail to Norwood Board of Selectmen Chairman, Mike Lyons, (Attachment L) which Mr. Hues then copied to other Board of Selectmen members, as well as to two local news reporters: Sam Nickerson and Brad Cole. Mr. Hues did not dispute the inappropriate language he used during the meeting.
In December 2014, the Airport Commission was unable to meet due to the holidays and the unavailability of its members.
In January 14, 2015 , the Airport Commission convened and, in executive session, the Airport Commission approved a West Apron lease offer to BEH. That afternoon, three hours later, BEHwas notified by e-mail about this lease offer. Following a routine lease/Exhibit A draft and review process , on February 12, 2015 , the Airport Commission-through Norwood Town Counsel-formally offered BEH a lease parcel on the West Apron, this time for more land than had been offered in 2014: 11 ,786 square feet (Attachment M). However, this lease offer was contingent on specific financial information (Attachment M, Tab B) which the Airport Commission felt BEH had yet to provide and consistent with the Minimum Standards and AC 150/5190

-7. While the Airport Commission has

1 In fact, as the FAA has recognized, a complainant has a "right to pursue complaints and protect their interest (however) it is the Respondent' s right to protect itself from the possibility offuture costly and frivolous litigation. " See Kent J. Ashton and Jacquelin R. Ashton v. City of Concord, FAA Docket No. 16

-02-01 (Director' s Determination Issued August 22, 2003) (Final Agency Decision Issued February 27 , 2004). Additionally, an airport sponsor is " not obligated to expose itself to future lawsuits by entering into a business agreement with" a complainant, and may consider an applicant' s history ofF AA complaints and threats offuture litigation. See id.

838484v25

in fact received financial information from BEH, it was deemed by the Airport Commission to be insufficient and/or not what the NAC had been requesting for many months, through both public meetings and e-mails. BEHhas since accepted the lease offer.
Your January 15 , 2015 letter asks why the Airport Commission approved Flight Level ' s business plan and financial information, filed in December 2007 , while not approving BEH' s
" more extensive" business plan. The Airport Commission has a "right to protect itself from financial and/or litigation risk. " See Flightline Aviation, Inc. v. City of Shreveport, FAA Docket No. 16-07-05 (Director' s Determination Issued March 7, 2008).
In reading BEH 's business plan, especially its earlier version, the Airport Commission felt that much of the information provided was without substance

. The more recent BEH business plan, submitted in July 2014, is closer to what the Airport Commission expects, although BEH still has not submitted much of the actual financial information that was repeatedly requested.
It is also important to note that, in evaluating BEH ' s financial information, the Airport Commission is using some discretion and due diligence because of BEH 's past actions

. These were detailed on pages 4 and 5 ofthe Airport Commission ' s July 1 0, 2014 response2 to the FAA regarding BEH ' s Part 13 complaint, as excerpted below: "After the 

### (Swift) hangar collapse, Mr. Donovan began negotiations with BMA, as he expressed an interest in having his company assume the sublease interest for Lot F

. BEH and BMA crafted an Assignment , Assumption andAmendment of Lot F, seeking the approval ofthe Airport Commission

. However, page 2 ofthe Town ofNorwood /

BM4 Master Lease states: The subleases of said parcel or portions thereof shall be reviewed prior to the execution by the Massachusetts Aeronautics Commission [now MassDOT] and the Federal Aviation Administration, or the successor agencies, and approved, in writing, by the Norwood Airport Commission

.. . As required in this Master Lease, the NAC directed BEH to send its draft document to both FAA and MassDOT for review. In the process ofreviewing the BMAI BEH sub-lease, FAA began to question the length of the lease term. The Airport Commission was especially sensitive to this concern, given the federal grant assurance violations cited by the FAA in 2008 , as a result of the original eighty (80) year Master Lease entered into in 1967 between the Town of Norwood and BMA. Accordingly, the Airport Commission tried to mediate a solution that was satisfactory to FAA, while being supportive of BEH. To that end, the NAC

2 In the interests ofefficiency, the Airport Commission' s July 10, 2014 response is incorporated herein in its entirety.

8

38484v 2requested that BEH obtain an amortization schedule, to justify the long-term sublease it sought. In response, BEH provided correspondence from its accountant, suggesting the need to amortize construction costs over thirty-nine (39) years , as well as an amortization schedule based on financing

. (See Attachment 12 [to July 10, 2014 response]).
The Norwood Airport Manager separately sent a February 12, 2013 to the FAA, attention Barry Hammer, P.E. , Compliance Officer, to expressly support BEH ' s requested long-term sublease of Lot F, including comparable long-term leases at other airports. (See Attachment I, [to July 10, 2014 response]). This February 12, 2013 letter made reference to the FAA Compliance Manual, which states: 'Most tenant ground leases of 30 to 35 years are sufficient to retire a tenant's initial financing and provide a reasonable return for the tenant' s development of major facilities.' (Emphasis added). Interestingly, as noted below with respect to BEH ' s subsequent attempt to provide a business plan, after the Assignment , Assumption and Amendment of Lease for Lot F was executed, BEH changed its position and no longer needed financing for construction, which was the apparent justification for the long-term sublease at the outset." 6

The Airport Commission also feels that BEH has an unproven track record in the management and operation of an FBO , and this is substantially different from Flight Level ' s experience. These requests for financial information from BEH " are simply a way ofprotecting [the Airport Commission] and the aeronautical community operating on the Airport from financial risk. " See Flightline Aviation, Inc. v. City of Shreveport, FAA Docket No. 16-07-05 (Director's Determination Issued March 7, 2008). The FAA has also recognized that a new entrant may not be similarly to such an established business and therefore may be required to provide additional information under the applicable minimum standards. See id. This FAA guidance is highly relevant to the Airport Commission' s evaluation ofBEHs requests.
In 2007 , when Flight Level first approached the Airport Commission, the company was interested in acquiring at the airport an established FBO: Eastern Air Center (EAC)

. Flight Level in turn provided a business plan and financial information which the Airport Commission at that time deemed satisfactory. The Airport Commission considered the fact that Flight Level (unlike BEH) was planning to retain much of EAC ' s seasoned management. Accordingly, through its acquisition, Flight Level would have the continuity of proven senior level FBO managers, including Flight Level ' s incoming General Manager, Len Carroll, who had been an FBO manager at the Norwood Airport for many , many years with both Wiggins Airways and EAC. Moreover, in coming to the Norwood Airport, Flight Level ' s management group already had years of direct and diversified aviation management experience elsewhere: in FBOs, air charters, corporate aviation, airport development and management, and airline management. This fact, coupled with Flight Level ' s financial assets and projections, satisfied the Airport Commission, which was confident of Flight Level 's ability to professionally serve the aviation public

.

838484v27

With regard to BE H, in addition to the Airport Commission' s indefinite wait on requested financial information, as of this writing Mr. Donovan has not-as required-notified the Norwood Fire Department of his interest to undergo a final inspection of his fuel facility by the Norwood Fire Department. This was recently confirmed by the Town of Norwood Fire Chief, Anthony Greeley (781-440-5202; tgreeley @ norwoodma.gov) ; and this outstanding issue has been brought to Mr. Donovan's attention in the past by the Airport Commission. Furthermore, the Volatile Inflammable Fluids (VIF) license has not been issued, and, as ofthis writing, is still in the hands of the Norwood Board of Selectmen, the local licensing authority. As a matter of procedure, the VIF license will not be released to BEHuntil final inspection (approval) is granted by the Norwood Fire Prevention Bureau, followed by written communication to the Norwood Board of Selectmen

.
Moreover, at this writing, we are now dealing with a serious event from three weeks ago in which the Airport Commission was notified by Flight Level that BEH had allegedly knocked over Flight Level ' s fluid-fill jersey barriers, resulting in the spill of approximately 330 gallons of glycol onto the Norwood Airport premises. The glycol was apparently part ofa glycol/water mix used as ballast and weight for the plastic jersey barriers, which Flight Level installed on the Airport' s Lot G, a lease lot under BMA ' s master lease that both Flight Level and BEH are now contesting property rights to (Attachment N). Because the Norwood Airport sits in federally protected wetlands, this spill required an environmental response; and though culpability still needs to be determined, it was Flight Level that notified the state's Department ofEnvironmental Protection. Flight Level also contacted environmental clean-up professionals, even though Flight Level insists that BEH caused the environmental spill (Attachment 0). The Norwood Police Department has filed its own report involving this matter (Attachment P).
BMA , as the long-term master lease holder on the parcel of land where Lot G is situated, has weighed in on this property dispute. Its President, Michael Pendergast, recently filed an affidavit to support Flight Level's position on the leasehold dispute (Attachment Q).
In the meantime, the NAC has attempted to work in good faith with BEH. Since March 2014, the Airport Commission has offered BEH not one but two lease offers for portions of the West Apron (the most recent offer involves the so-called Parcel A on the West Apron)

. The Airport Commission has also voted to lease another parcel of land on the West Apron (Attachment R, parcel Bin green) via an RFP, which is contiguous to the parcel offered to BEH We anticipate that BEHwill seek an opportunity to bid on this land when the RFP is advertised.
As for Flight Level ' s claim that FAA had approved its request for lease extensions, the Airport Commission is not aware that FAA had approved this request. Unless otherwise contradicted by FAA, this is considered by the Airport Commission to be a misstatement or misunderstanding by Flight Level. Additionally, as requested in your January 15 , 2015 letter, and submitted here, we have enclosed Boston Air Charter ' s (BAC) annual training records (Attachment S) with regard to the

838484v28 Flight Level "self-fueler." 3 Attachment T is a copy of the BAC /

Flight Level "self-fueler" agreement. Attachment U is a copy of the August 20, 2014 e-mail from Flight Level General Manager, Mike Delaria, to Airport Manager, Russ Maguire, showing that Flight Level had ended its "self-fueler" agreement with BACon September 14, 2013. Finally, the Airport Commission and Airport management have provided BEH every opportunity to succeed. Norwood Town Counsel has also been involved for the duration of BEH's tenure, to ensure that the Town ofNorwood is in full observance of our federal and state obligations. Accordingly, we believe Mr. Hues' claims ofAirport Commission discrimination to be contrived, in part or whole, as a result ofhis partiality to BEH, and nonetheless without merit.
In closing, we respectfully request that the FAA determine that Mr. Hues' Part 13 complaint is unfounded and decline to take any action. Please let me know if I can provide any further information in your review ofthis matter.

Sincerely,

Mark P. Ryan, Acting Chairman Norwood Airport Commission

CC: NorwoodAirport Commission; Norwood Town Counsel; Massachusetts Department of Transportation / Aeronautics

3 On page 16 ofFAA Advisory Circular 150/5230-48 Aircraft Fuel Storage, Handling, Training and Dispensing on Airports, "[f]ueling from a pull-up commercial fuel pump is not considered self-fueling under the Federal grant assurances since it involves fueling [by Boston Air Charter] from a self-service pump made available by the airport or a commercial aeronautical service provider [Flight Level]." (Emphasis added).

838484v2AttachmentA:
Attachment 

### B:

Attachment C:
Attachment D: Attachment E:
Attachment F:
Attachment G:
Attachment H:
Attachment 1:
AttachmentJ:
Attachment K:

Attachment L:
Attachment M:
Attachment N:

Attachment 0:

Attachment 

### P:
Attachment Q: Attachment R:

AttachmentS:
Attachment 

### T:

838484v2 Attachments
FAA letter dated January 15 , 2015 Copy ofNorwood Board of Selectmen's meeting minutes, December 18, 2014
Chart, AlP-funded ramps since 1995 Chart, Norwood Airport land leases in place prior to BEH Norwood Airport lease provision with non-exclusive rights
RFP for the DC-3 ramp, 2013 Explanation ofuse restrictions for DC-3 RFP , west apron lease offer
Lots A,B,C lease offer to Flight Level, 2014
DC-3 apron lease offer to Papa Whisky] , 2013
West apron lease offer to BEH , March 2014
NAC Chairman, Mark Ryan ' s December 14, 2014 letter to the Norwood Board of Selectmen
Oulton Hues ' charge of assault against recording secretary, Deb Reddick
West apron lease offer to BEH , February 2015 February 6, 2015 letter from Flight Level to BEH re: notice of trespass/cease and desist February 14, 2015 letter from Flight Level to BEHre : notice of trespass/cease and desist
Norwood Police reports ofLot G environmental spill
BMA affidavit supporting Flight Level
West apron parcel B (noted in green), to be advertised, contiguous with BEHlease lot offer (noted in blue), February 2015
BAC annual training records, Flight Level " self-fueler"
BAC /

Flight Level " self-fueler" agreement

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### -- - -- - ------ 9Attachment U:

838484v2 E-mail from Mike Delaria, ofFlight Level, noting closure ofthe "self

fueler" 10