# HESSE • MURPHY TOOMEY & LEHANE LLP

-------------- - --------- Attorneys at Law Brandon H. Moss bmoss@mhtl.com
VIA OVERNIGHT MAIL AND EMAIL (9-AWA-AGC-Part-16@faa.gov) Office ofthe ChiefCounsel Attention: FAA Part 16 Docket Clerk AGC-600 Federal Aviation Administration 800 Independence Ave., S.W., Room 900E Washington, D.C. 20591 January 3, 2017



### Re: Part 16 Complaint: Boston ExecutiveHelicopters v. Town of Norwood, Massachusetts andNorwoodAirport Commission;DocketNo. 16-15-05 Respondents'Response to Complainant'sPleadings andMotion to Strike November 29, 2016Filing Dear Sir or Madam: The Respondents in the above-referenced matter, the Town ofNorwood, Massachusetts and theNorwood Airport Commission (collectively, "Respondents"), hereby respond to the November 29, 2016 and December 15, 2016 filings bythe Complainant, BostonExecutive Helicopters ("BEH"). Forthe reasons set forth below, the Respondents request that the Federal Aviation Administration ("FAA") strike BEH's November 29, 2016 filing because it is untimely under 14 C.F.R. 

### § 16.19 and is inconsistent with the procedures for pleadings under 14 C.F.R. 

### § 16.23. In addition, the Respondents request thatthe FAA determine that the Respondents have complied with the Grant Assurances, dismiss BEH's Part 16 Complaint, and decline to take any further action. 

### I. ARGUMENT A. The Respondents reguest that BEH'sNovember 29, 2016 filing be stricken. As an initial matter, the Respondents respectfully request that the FAA strike BEH's November 29, 2016 filing. ThisNovember 29, 2016 filing, comprised ofapproximately onehundred fifty-two (152) pages in total, is inconsistent withthe applicable procedures under 14 C.F.R. Part 16 and is untimely.

967263vl 300 Crown Colony Drive, Suite 410 Quincy, Massachusetts 02169 T 617.479.5000 1 F 617.479.6469 Boston ISpringfield Iinfo@mhtl.com Iwww.mhtl.com

### MURPHY HESSE TOOMEY & 

### LEHANE LLP ---· ----·----- Attorneys at Law Office ofthe ChiefCounsel Attention: FAA Part 16 Docket ClerkAGC-600 Federal Aviation Administration January 3, 2017 Page2 Onits plain face, BEH'sNovember 29, 2016 filing (onpages 5, 6 and 8through 16) 1 attempts to address arguments raised by the Defendants intheir Rebuttal

- a pleading that the Respondents filed with the FAA onJuly 9, 2015, approximately sixteen (16) months beforehand. There is no procedure under 14 C.F.R. Part 16 allowing BEH to file a further reply to the Rebuttal. See 14 C.F.R. 

### § 16.23. Forthat reason alone, BEH should not be allowed to have a second bite at the proverbial apple, by re-arguing the same issues that were previously addressed in BEH's Complaint, the Respondents' Answer, BEH's Reply, and the Respondents' Rebuttal. To allow BEHto further litigate such issues creates a risk ofnever-ending pleadings and filings in the pending Part 16 action. Norhas BEH provided any good cause for the unjustified delay in its attemptto relitigate previously discussed issues or its attemptto raise newissues. The issues that BEH attempts to discuss in on pages 2 through 4 ofits November 29, 2016 filing- including the FlightLevel Norwood, LLC ("FlightLevel") leaseholds on Lots 5, 6 and 7 and the Verizon Communications ("Verizon") sublease- involved factual developments pre-dating the filing of BEH's Complaint on or about March 9, 2015. By contrast, the Supplemental Rebuttals filed by the Respondents related to factual developments occurring after the filing ofthe last pleading

- the Defendants' Rebuttal

- so that the FAA would be fully informed ofall issues and be in a position to make a decision onthe current and complete record. As discussed below, BEH had actual and/or constructive knowledge ofFlightLevel's 2014 request to extend leases for Lots 6 and 7, FlightLevel'srequest to extend a sublease for Lot 5, and FlightLevel's request for a short-term lease ofLot 5- because BEH'sPresident, Christopher Donovan 

### ("Mr. Donovan"), and BEH's attorney were present atthe April 9, 2014 meeting at which these leasing matters were discussed. See Exhibit 147. 2 BEH could have, but failed to, proffer argument in its March 9, 2015 Complaint concerning Lots 5, 6 and 7 and Lots 1The Respondents previously discussed two (2) ofthe cases cited onpages 15 and 16 ofBEH's November 29, 2016 filing in their Answer (filed on May 8, 2015) and their Rebuttal (filed on July 9, 2015). Those cases are Jacquelin R. Ashton and Kent Ashton v. City ofConcord, NC, FAADocketNo. 16-02-01 (Director's Determination, August 22, 2003; Final Agency Decision, February 27, 2004) and Flightline Aviation, Inc. v. City ofShreveport, FAA DocketNo. 16-07- 05 (Director's Determination, March 7, 2008). These cases are consistent with the Respondents' clear concern withthe litigation and financial risks resulting from BEH's conduct, and serve as justificationfor the resulting actions taken by the Respondents to address such risks. 2Forpurposes ofconsistency, the Respondents continue the sequence ofexhibit numbering from theirpreviously filings. Unless otherwise specified (i.e., "BEH Exhibit_"), all exhibits identified herein are the Respondents' exhibits. 967263vl

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### LEHANE LLP ------------------ Attorneys at La w Office ofthe ChiefCounsel Attention: FAA Part 16 Docket Clerk AGC-600 Federal Aviation Administration January 3, 2017 Page 3 A, B, C- because the factual basis for such allegations (which are contested) arose nearly one (1) yearbeforehand. Moreover, the Verizon sublease- the so-called "Surplus Land"- was initially raised as an issue in BEH's Complaint and responded to (and disputed) by the Respondents intheir May 8, 2015 Answer. Coincidentally, one ofthe attorneys that BEH previously used in its dealings in late 2015 for a lease and commercial permit from the Norwood Airport Commission ("NAC") wasthe same attorney used by the sub-lessor for the Surplus Land, Annex Realty Trust, in its earliernegotiations with the Respondents for consent to the sublease ofthe Surplus Land. Therefore, BEH should not be permitted to re-litigate the Surplus Land indefinitely- particularly where there have been no newfactual developments arising out ofthe Surplus Land. To the extent that BEH attempts to contest the Respondents' Motions for Leave to File First, Second, Third and Fourth Supplemental Rebuttals, the Respondents respectfully request that the FAA strike such arguments as untimely and waived
. In that regard, 14 C.F.R. 

### § 16.230) requires that any amendment or supplement to the pleadings made upon motion
. In turn, 14 C.F

### .R. § 16.19 requires that an answer to such a motionbefiled within ten (10) days afterthe motionhas been served. Inthis case, the Respondents filed Motions for Leaveto File the Supplemental Rebuttals onthe following dates: (1) June 13, 2016 (First Supplemental Rebuttal); (2) June 17, 2016 (Second Supplemental Rebuttal); (3) September 2, 2016 (Third Supplemental Rebuttal); and (4) November 10, 2016 (Fourth Supplemental Rebuttal). BEH ignored the ten (10) day deadline to oppose these Motions for Leave to File the Supplemental Rebuttals, notwithstanding 14 C.F.R. § 16.230). BEH did not respond to any ofthe foregoing Motions for Leave to File the Supplemental Rebuttals. In fact, since the June 8, 2015 filing ofitsReply, BEH had not made any otherfilings or submissions withthe FAA until BEH'sNovember 29,2016 filing. Therefore, the Respondents respectfully request that any attempt to contest those Supplemental Rebuttals shouldbe deemed untimely and waived. B. The assertions in BEH'sNovember 29, 2016 filing are factually incorrect. The November 29, 2016 filing is replete with speculation, conjecture and unsupported accusations

- without supporting factual or documentary support. In large part, BEH attempts to assert its ownperceptions and conclusions as factual occurrences, yet such perceptions and conclusions are faulty, based onmischaracterizations, and entirely incorrect. For example, BEH routinely uses the word "apparent," eventhough there is simply no basis to support BEH's arguments otherthan misplaced and unsupported speculation. Aside from the procedural defects 967263vl

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### LEHANE LLP ----·· -·--·---··---··- Attorneys at Law Office ofthe ChiefCounsel Attention: FAA Part 16 Docket Clerk AGC-600 Federal Aviation Administration January 3, 2017 Page 4 -whichare discussed above and constitute a basis for striking BEH'sNovember 29, 2016 filing -theRespondents respectfully request that the FAA decline to credit the speculation, conjecture and unsupported accusations in BEH'sNovember 29, 2016 filing. 

### 1. BEH misstates the lease negotiations between the NAC and FlightLevel. BEH's attempt to characterize lease negotiations betweenthe NAC and FlightLevel as "secret" orimproper is incorrect. Rather, BEH ignores the background ofthe leases ofLots 5, 6 and 7 at Norwood Memorial Airport ("Airport") and therefore fails to account for the context of FlightLevel'srequests to extend its leaseholds on those pa rcels. 

### Itis important to note that, to date, the NAC and FlightLevel have not executed: a written lease for Lot 5, a written extension ofthe leases for 6 and 7; or a written consent to extend the sublease ofLot 5 to 2047. By way ofbackground, Lot 5 is part ofthe leasehold subject to the master Lease Agreement ("MasterLease Agreement") between the Town ofNorwood ("Town") and Boston Metropolitan Airport, Inc. ("BMA"), executed on or about December 13, 1967. This Master Lease Agreement had an initial twenty (20) year term, with three (3) separate options to renew, each exercisable by BMA. BMAhas since exercised all ofthe options to renew, and accordingly BMA's leasehold will expire in 2047. See Exhibit 150. S&T Realty Trust ofNorwood ("S&T Realty Trust") is BMA's sublessee for Lot 5. S&T Realty Trust directly leases Lots 6 and 7 from the Town, acting through the NAC; Lots 6 and 7 are not part ofthe MasterLease Agreement with BMA. Peter Eichleay ("Mr. Eichleay") serves as Trustee ofS&T Realty Trust and President ofFlightLevel. The proposed extensions oftheleases ofLots 5, 6 and 7 originated from FlightLevel's January 22, 2014 request to theNAC, which discussed FlightLevel's upcoming capital investmentprojects at the Airport. See Exhibit 147 at Tab A. 3 Specifically, FlightLevel identified an approximate investment of$2,250,000 at the Airport for a CAP Ramp Rejuvenation and Hangar Complex ConstructionProject ("CAP Project"), conditional on financial approval (pending a sufficient leasehold amortization term). See id. This CAP Project included the conditional subscription ofhangartenants. See id.

3 Forpurposes ofconsistency, the Respondents continue the sequence ofexhibit numbering from their previous filings. 967263vl

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...................- -Attorneys a t Law Office ofthe ChiefCounsel Attention: FAA Part 16 Docket Clerk AGC-600 Federal Aviation Administration January 3, 2017 Page 5 Because ofthe sizeable investment encompassed by the CAP Project, along with the lengthy amortization period that it represented as being required for a return onthe investment andpositive cash flow, FlightLevel sought to lease Lots 5 (including extending its sublease), and Lots 6 and 7 through 2050, for an overall leasehold ofthirty-five (35) years. See id. As part of this request, FlightLevel represented that the proposed overall lease term was "inour experience, customary for the size ofinvestment that's being made." See id. FlightLevel identified other fixed-base operator ("FBO") locations where it had made similar investments and was "affordedterms similarto what we'verequested here and by the same logic (i.e. length ofterm commensurate with investment size)." See id. FlightLevel identified the benefits for the extended overall lease term as including the securing of"longterm dependable revenue for the Town," "additional business for the airport and FlightLevel," and "sufficient investment security for us [i
.e., FlightLevel] and our financiers." See id. In its November 29, 2016 filing, BEH: alleges that FlightLevel "foryears failed to follow the language in its leases"; characterizes Lot 5 as being "indisrepair and noted as deplorable on inspections from the Massachusetts Department ofTransportation"; and accuses FlightLevel of tryingto place cleanup responsibility onthe NAC. Yet, BEH provides no evidentiary support for these accusations, which should be rejected because they are baseless, unsubstantiated and devoid ofany supporting documentation. Cf. 14 C.F.R. 

### § 16.23(b)(2), (3). To the contrary, as FlightLevel's January 22, 2014lettermakes clear, FlightLevel has continued to invest in and improve the Airport. See Exhibit 147 at Tab A. BEH has also failed to distinguish FlightLevel from the conduct ofpriorFBO businesses operating at the Airport, whichpreviously used the leaseholds ofLots 5, 6 and 7. On March 5, 2014, FlightLevel requested "a simple letter ofintent from the [NAC] indicating the mutual desire to extend our leases such that we have the necessary term to amortize our upcoming airport investments (see my letterto commission dated 1122/14 for more details)." See id. at Tab B. The impetus for this requested letter ofintent was to provide FlightLevel "the comfort we need to start spending the money immediately such that we get the project done according to the timeline we've identified with the understanding that it could take weeks orperhaps months to get the actual lease extensions completed." See id. FlightLevel raised a concern that waiting until the completion ofleases could delay the CAP Project, while jeopardizingtenants' commitments and financing. See id. The open session and executive session minutes for the NAC's April 9, 2014 meeting are enclosed in Exhibit 148. Significantly, Mr. Donovan (BEH's President) and BEH's attorney were present at the April9, 2014 meeting and actively participated during that meeting. See id. 967263vl

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--- ·-- Attorneys at Law Office ofthe ChiefCounsel Attention: FAA Part 16 Docket Clerk AGC-600 Federal Aviation Administration January 3, 2017 Page 6 A copy ofthe April 9, 2014 posted meeting agenda is enclosed as Exhibit 149- this posted agenda expressly identified executive (closed) session as a topic. As a public body, the NAC is subject to the Massachusetts OpenMeeting Law, Massachusetts General Laws Chapter 30A, Sections 18 to 25, which governs the procedures for conducting meetings ofpublic bodies. Under Massachusetts General Laws Chapter 30A, Section 21, a publicbody may deliberate certain topics inexecutive (closed) session. Notably, one ofthe purposes for executive session involves real estate (Purpose 6): "To consider the purchase, exchange, lease orvalue ofreal property ifthe chair declares that an open meeting may have a detrimental effect onthe negotiating position ofthe public body." See Mass. Gen. Laws ch. 30A, 

### §21(a)(6) (emphasis added). Therefore, to the extentthat the NAC discussed the lease of Lots 5, 6 and 7, it did so in accordance with an expressly authorized Purpose 6 under the Massachusetts OpenMeeting Law. Itis flatly incorrect for BEHto now suggest, over two-and-a-half(2 Y2) years later, that the lease discussions for Lots 5, 6 and 7 were secretive or improper. Given the posted meeting agenda, and Mr. Donovan's attendance and active participation during the meeting, it is axiomatic that Mr. Donovan
- and BEH- knewthatthe NAC was entering executive session at the April 9, 2014 meeting. During the executive session ofthe April 9, 2014 meeting, the NAC discussed FlightLevel'srequested lease extensions for Lots 5, 6 and 7. See Exhibit 148. In particular, the NAC voted to require FlightLevel to explainthe investment for extending the lease ofLot 5 to 2047, and subjected that extension to review by the Massachusetts Department ofTransportation ("MassDOT"). See id. Given FlightLevel's identified capital project on Lots 6 and 7, the NAC voted to extend the lease for those parcels to 2050, contingent on construction commencing no laterthan December 31, 2017. See id. In accordance with, and subsequent to the NAC's vote, onApril15, 2014 Airport Manager Russ Maguire, A.A.E., ACE ("Airport Manager") provided FlightLevel with a letter of intent to negotiate an extension ofthe leases for Lots 5, 6 and 7 (as well as approving a short
term lease extension ofLots A, B, C, which had been otherwise set to expire within approximately six (6) months). See Exhibit 147. By its express terms, and contrary to the assertion by BEH, the April15, 2014letterfrom the Airport Manager did not operate to conclusively extendthe lease terms for Lots 5, 6 and 7- it only constituted a conditional letter of intent.

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### LEHANE LLP ------·-------·----··-----·---·------ Attorneys at Law Office ofthe ChiefCounsel Attention: FAA Part 16 Docket Clerk AGC-600 Federal Aviation Administration January 3, 2017 Page 7 BEH's description ofthe role and actions ofthe Airport Manager is thus unsupported and nothing more than a gross mischaracterization. The Airport Manager was the recipient of FlightLevel's request for a letter ofintent to negotiate extensions ofLots 5, 6 and 7, and the Airport Manager subsequently communicated the NAC's intentions to FlightLevel, after the NAC first discussed the extensions. Inhis April15, 2014letter,the Airport Manager noted that an extension ofthe sublease for Lot 5 required approval by the FAA and the MassDOT Aeronautics Division (successorto the Massachusetts Aeronautics Commission), per the Master Lease Agreementbetweenthe Town and BMA. See id. Moreover, the Airport Manager stated that the NAC "is receptive to extending the Lots 6, 7 lease to 2050 conditional onFlightLevel at least commencing construction ofthe Civil Air Patrol (CAP) apron hangar complex no later than December 31, 2017." See id. (emphasis added inpart and in original in part). BEHhas not explained howit obtained the "copy ofthe lease extension granted to Flight Level" that was included as BEH Exhibit 178
- a completely false and inaccurate allegation. Exhibit 178 is not a final signed document, was not prepared or approved by the Respondents or their legal counsel, and therefore the content thereofcannotbe imputed to the Respondents. Additionally, BEH apparently suggests that BEH Exhibit 178 is an all-encompassing document pertaining to Lots 5, 6 and 7- but, from its face, is only limited to Lot 5, primarily between BMA and S&T Realty Trust. That said, at the present time, the Respondents have not executed any lease documents pertaining to Lots 5, 6 or 7. Norhas the FAA or MassDOT affirmatively precluded the Respondents from extending or entering into any leases with S&T Realty Trust
- BEH Exhibit 177 instead reflects the FAA's declination to review or take any position on the proposed extension ofthe sublease ofLot 5 given BEH'spending Part 16 complaint. To the extentthat such lease documents are executed in the future, the NAC intends to include language required by the Corrective Action Plan inFAA DocketNo. 16-07-03 ("Corrective Action Plan")- indeed, the draft document included inExhibit 178 did not contain such language. Moreover, as discussed below, the NAC has required FlightLevel to providejustification ofFlightLevel's need to amortize its investment as a preconditionto granting approval ofextending FlightLevel's leaseholds onLots 5, 6 and 7- consistent with FAA guidance. As noted in the Aprill5, 2014letterfrom the Airport Manager, the extension of leaseholds for Lots 5, 6 and 7 was dependent upon the occurrence ofcertain circumstances, including, in the case ofLots 6 and 7, construction for the CAP Project commencing by December 31, 2017. As it turns out, FlightLevel started construction ofthe CAP Project prior to 967263vl

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·---- ..- ....-....·-·----·--·-..--.--..- Attorne ys a t Law Office ofthe ChiefCounsel Attention: FAA Part 16 Docket ClerkAGC-600 Federal Aviation Administration January 3, 2017 Page 8 the December 31, 2017 deadline- as ofthe NAC's October 19, 2016 meeting, the erection crew was on-site and the building was expected to be completed within six (6) to eight (8) weeks from that time. See Exhibit 150. An additional update provided by FlightLevel at the NAC's November 16, 2016 meeting extended the completion date to January 2017. See Exhibit 153. At its October 19,2016 meeting, the NAC discussed the proposed extensionto the leaseholds ofLots 5, 6 and 7 in open session, during the publicportion ofthe October 19,2016 meeting. See Exhibit 150. Mr. Donovan was present at that October 19, 2016 meeting, including during the open session discussion on Lots 5, 6 and 7. See id. Given Mr. Donovan's presence for this discussion, it is particularly concerning that BEH has lodged unsupported and incorrect accusations concerning the status ofFlightLevel'srequest to extend the leaseholds on Lots 5, 6 and 7- BEHknew or shouldhave known that such accusations were incorrect when BEH made its subsequent November 29, 2016 filing. During the October 19, 2016 meeting, Mr. Eichleay provided a presentation tojustifythe necessity ofthe extension ofthe leases for Lots 6 and 7 through 2050, and for a lease ofLot 5 through 2050 (after the BMA Master Lease Agreement expired). See id.; Exhibit 151. BEH's November 29, 2016 filing ignores the presentation made by Mr. Eichleay at the October 19, 2016 public meeting attended by Mr. Donovan. By extending its leaseholds for Lots 5, 6 and 7, FlightLevel expectedto secure funding required for completing the CAP Project and to plan for future projects. See Exhibit 151. FlightLevel's presentation noted that the total investment ofthe CAP Project was $2.5 million, with approximately $1.2 million ofthe investment on Lots 6 and 7, and the remainder ofthe investment on Lot 5. See id. Because ofthe total $2.5 million investment, FlightLevel represented that an extension through 2050 was required in order to amortize the value ofthe investment. See id. Additionally, during the presentation, FlightLevel identified plans to invest in a newhangar near the existing T
-Hangarbays with successful tenant subscription. See id. Inturn, the NAC made conditional votes to approve a short-term lease for Lot 5 and extend the lease terms for Lots 6 and 7. See Exhibit 150. These votes were contingent upon the following conditions: (1) FlightLevel mustprovide a personal guarantee or letter ofcredit; (2) FlightLevel must provide adequate spill insurance; and (3) FlightLevel must provide a plan that includes a fuel site plan stamped by a licensed engineer or surveyor. See id. Along with FlightLevel satisfying the aforementioned conditions, a written, fully executed lease amendment (for Lots 6 and 7) and lease agreement (for Lot 5, for the period of2047to 2050), along with a written assent (for Lot 5 through 2047), will be required before the proposed extended leaseholds for Lots 5, 6 and 7 are effective. 967263vl

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### LEHANE LLP Attorneys at Law Office ofthe ChiefCounsel Attention: FAA Part 16 Docket Clerk AGC-600 Federal Aviation Administration January 3, 2017 Page 9 The FAA has specifically recognized that "fixed-base operators making capital investments are given longerterm leases to amortize their investment." See Aviation Center, Inc. v. City ofAnn Arbor, Michigan, FAA Docket 16-05-01 (Director's Determination, December 16, 2005). Thus, in Aviation Center, the FAA recognized that a complainant, who proposed to make a capital investment, had "earned the right to a longerterm lease." See id. Similarly, in Pacific Coast Flyers, Inc. v. County ofSan Diego, California, the FAA held that, "[w]hennecessary, fixed-term leases are granted for the minimum number ofyears adequate to allow a lessee to amortize, and receive a reasonable return on, the lessee's investment in leasehold improvements." FAA DocketNo. 16-04-08 (Director's Determination, July 25, 2005) (holding that thirty (30) year lease term "not per se unreasonable" in light ofinvestment). Moreover, Chapter 12 ofFAA Order 5190.6B (September 2009) states that " [m]ost tenant ground leases of30 to 35 years are sufficientto retire a tenant's initial financing and provide a reasonable return for the tenant's development ofmajor facilities." See FAA Order 5190.6B 

### § 12.3.b.(3). Here, the proposed leases for Lots 5, 6 and 7 are consistent with FAA requirements, because ofFlightLevel's demonstrated need to amortize its investment and obtain financing. To the extent that BEH suggests a deviation from the required lease provisions set forth inthe Corrective Action Plan, such a suggestion is unfounded, as the final lease documents for Lots 5, 6 and 7 have not been executed and the NAC will act in accordance with the Corrective Action Plan and FAA guidance. 

### 2. BEH's arguments concerning the Verizon sublease

- also known as the "SurplusLand" -areunfounded. Onpage 2 ofits November 29, 2016 filing, BEH alleges that it "recently learned" about the sublease ofAirport property to Verizon
. (Emphasis added). This allegation is equally mystifying and incorrect- onpages 7, 8, 21 and 22 ofits March 9, 2015 Complaint, BEH specifically challenges the sublease ofthe Surplus Land to Verizon for non-aviation use. Itis inappropriate for BEH to suggest that this is a new issue orthat it was only "recently learned"

- particularly where related arguments were made by BEH in its Complaint and disputed by the Respondents intheir Answer in the above-referenced Part 16 proceeding. Inthe interests ofefficiency, the Respondents referto and incorporate herein their Answer, which addresses the Verizon sublease ofthe Surplus Land on pages 37 to 39 ofthat document. The Auto Storage Lease Agreement (BEH Exhibit 1804) executed bythe NAC and 4 The handwriting and markings appearing on BEH's exhibits were not made by the Respondents. 967263vl

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### LEHANE LLP Attorneys a t law Office ofthe ChiefCounsel Attention: FAA Part 16 Docket Clerk AGC-600 Federal Aviation Administration January 3, 2017 Page 10 the Annex Realty Trust- from which the Verizon sublease derives- is dated July 1, 2007, prior to the Corrective Action Plan. Regardless, as noted on pages 37 to 39 ofthe Respondents' Answer, the Surplus Land is not suitable for aeronautical purposes, and the NAC previously engaged the FAA in 2010 about the Verizon sublease, given the non-aeronautical use involved. TheNAC has

**ex~lored** all options before determiningthat the Surplus Land is not suitable for aeronautical use. The NAC's consentto the Verizon sublease is consistent withthe "Sub
lease/ Assignment" clause to the Auto Storage Lease Agreement, and does not reflect any intent or attempt to defy FAA requirements. To that end, this "Sub
-lease/Assignment" clause provided that approval was notto be unreasonably withheld in certain circumstances- including the Verizon sublease

- and therefore the Auto Storage Lease Agreement was not renegotiated at the time that the Verizon sublease was proposed. BEH's arguments on this point are sheer conjecture- couched in BEH's "apparent" perception

- and devoid ofany actual or credible factual support. Again, it is unfortunate the BEH has drawn its own conclusions concerning the Respondents' intent, without any support, and attempted to pose such faulty conclusions as facts, whichthey are not. In any event, contrary to BEH's assertion, to the extentthat the NAC could be required to use the Surplus Land for aeronautical use inthe future, the paragraph entitled "Lessee's Use of Space" inthe existing Auto Storage Lease Agreement is consistent with the Corrective Action Plan. Specifically, this "Lessee's Use ofSpace"paragraph states: "Inutilizing the Space, Lessee agrees to and shall comply with all applicable ordinances, resolutions, rules and regulations established by any federal, state or local government, to include those ofthe Lessor." See BEH Exhibit 180. While the Respondents respectfully submit that the Auto Storage Lease Agreement is compliant with applicable FAA requirements, this "Lessee's Use ofSpace" paragraph amounts to a subordination clause and provides the Respondents an avenue to address the lease and sublease for the Surplus Land should the FAA conclude otherwise
.

5 BEH suggests that a commercial permit is required for the Surplus Land. However, Verizon's use ofthe Surplus Land is not an aviation-related activity, and therefore does not meet the definition of"commercial activity" under Section III oftheNorwood Airport Minimum Standards. See Exhibit 36. 967263vl

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### 3. BEHpreviously refused NAC's offerfor a lease and delayed its responses to the NAC's lease offers. Onpages 4 and 5 ofits November 29, 2016 filing, BEH disputes that itrefused the NAC's lease offer and it separately contests the NAC'sprior lease offers. In the interests of efficiency, the NAC refers to its Answer (pages 24 to 33), Rebuttal (pages 6 to 18), Second Supplemental Rebuttal, and Fourth Supplemental Rebuttal, for a full and complete discussion of the prior lease offerthat BEHrejected (at the NAC's April 9, 2014 meeting, which is also shown onExhibit 148) and the NAC's subsequent conditional lease offers ofincreasingly largerparcels onthe Airport. The lease offerthatBEH rejected at the NAC'sApril9, 2014 meeting was an 83'x83' parcel, orapproximately 6,889 square feet. Eventhough BEH rejected this lease offer, during its February 11, 2015 meeting, the NAC voted to offer Parcel A (approximately 11,786 square feet) to BEH, ornearly double the lease offerthat BEH had previously rejected. See Exhibit 68. The NAC'sJune 17, 2016 offer ofParcels A and Bonthe WestApron is more than double the February 11, 2015 offer (or approximately 23,572 square feet). See Exhibits 101, 146, 147. Yet, rather than comply withthe conditions in these offers, BEH's conducthas beennothing short of defiance, delay, confrontation and litigation. Onpage 4 oftheNovember29, 2016 filing, BEH also attempts tore-litigate the Part 13 Complaintinitiatedby former NAC Member OultonHues, Jr. (''Mr. Hues"). Exhibit 96, which accompanied the Respondents' Answer, contains the NAC's March 6, 2015 response to the January 15, 2015letterfrom Mary T. Walsh ("Ms. Walsh") ofthe FAA's Airports Divisionfor the NewEngland Region. Since the NAC's March 6, 2015 response, the FAAhas taken no further action inresponse to Mr. Hues' Part 13 Complaint.6 The most recent offer made by the NAC occurred on June 17, 2016, encompassing an FBO commercial permit and lease, and this offer was modified throughthe elimination ofa condition attheNAC's October 19,2016meeting. See Exhibit 150. BEH's objection to this lease offer- given BEH's reference to a 1977 license (BEH Exhibit 191)- is entirely unfounded, because the NAC offer was for both Parcels A and Bonthe West Apron ofthe Airport. There is no support for BEH's supposition that the NAC's lease offer for the West Apron was influenced orrestricted by the 1977 license, nor is there is any support for BEH's suggestion that the NAC 6 BEH claims that FlightLevel controls approximately 561,764 square feet ofspace at the Airport. However, the March 15, 2015 response to Ms. Walsh identified 536,130 square feet as being leasedto FlightLevel. See Exhibit 96 at 4. 967263vl

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------·-----· ---- ··········----··--· Attorneys at Law Office ofthe ChiefCounsel Attention: FAA Part 16 Docket Clerk AGC-600 Federal Aviation Administration January 3, 2017 Page 12 has acted improperly in its disclosures to the FAA. This is yet another example ofBEH making accusations without support infact orreality. It should be noted that, ratherthan make either or both ofParcels A and B on the West Apron available to the public through a competitive biddingprocess, in an effort to encourage competition, the NAC's offer for Parcels A and Bonthe West Apron was made directly to BEH. This lease offer was not made subject to the 1977 license and BEH's argument to the contrary is both entirely unfounded and another example ofBEH's unwillingness to work with the Respondents. BEH also has not explained howFlightLevel is successor-in

-interest to Donald J. Moore, Jr., to whomthe letter identifying a license was addressed, orhow it apparently concludes that the license is currently effective. See BEH Exhibit 191. Only onJuly 8, 2016- after eleven (11) ofthe twelve (12) claims in the pending federal lawsuit between BEH and the Respondents were dismissed- did BEH, through its attorney, respond to the NAC's June 17, 2016 offer, inthe form ofquestions (ratherthan accepting the offer). The NAC did not receive the July 8, 2016 until after the agenda for its July 13, 2016 meeting had already been posted. The NAC did not meet in August 2016 because ofsummer schedules. Further, the NAC's Vice Chairman, who has actively participated at NAC meetings concerning BEH's lease and permitting issues, was absent from theNAC's September 14, 2016 meeting. Accordingly, the October 19, 2016 meeting was the earliestthat the July 8, 2016letter from BEH's attorney couldhave been discussed. 

### 4. BEH's arguments concerningBEH's business plan and financial information are incorrect and moot. BEH devotes a substantial part ofits November 29, 2016 filing to discussingthe third party independent review byAviation Management Consulting Group ("AMCG"). What BEH fails to account for in its discussion are the extensive delays created because ofBEH'srefusal to provide the NAC with a properbusiness plan and financial operations

- including, but not limited to, the purported Confidentiality Agreementthat BEH insisted upon, whichviolated Federal and Massachusetts Law. These issues are discussed onpages 25 through 30 ofthe Answer and pages 8 through 16 ofthe Rebuttal

- another example ofBEH attempting to relitigate issues that were addressed previously bythe parties. BEH claims that other airport businesses were not required to provide information, yet unreasonably ignores the financial informationpreviously required for prospective FBOs at the Airport. See Answer at 30-31; Exhibits 69-73.

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### MURPHY HESSE TOOMEY & 

### LEHANE LLP
--· A ttorneys at La w Office ofthe ChiefCounsel Attention: FAA Part 16 Docket Clerk AGC-600 Federal Aviation Administration January 3, 2017 Page 13 In any event, AMCG completed its review during the fall of2015 and a review ofBEH's business plan and financials is no longer outstanding. The June 17, 2016 offer by the NAC, as originally made and as modified by the NAC's October 19, 2016 vote, did not include any requirements concerning BEH's business plan and financials, given AMCG'sreview. C. BEH's assertions pertaining to the June 17. 2016 offer. as modified, are meritless. Onpage 6 ofits November 29, 2016 filing, BEH claims that the requested line of credit/personal guaranty, spill insurance, and fueling plans are new issues that were not requested previously. This argument defies logic, and the actual dealings betweenthe parties, as discussed in the Respondents' Answer and Rebuttal. Equally meritless is BEH's December 15, 2016 filing, which contains a copy ofa December 12, 2016letterto the NAC
- sent by BEH nearly two (2) months after the NAC addressed the conditions to the June 17, 2016 offer. Italso should be noted that FlightLevel, in its request to extend the leaseholds for Lots 5, 6 and 7, is being subject to the same conditions. See Exhibit 150. Contrary to BEH's assertions, the Respondents have not imposed changing requirements upon BEH
- instead, BEH has engaged in a pattern ofdelays and defiance in satisfying conditions for an FBO permit and lease. This is reflected inthe delays and refusals by BEH in providing financial information to the NAC, before an alternative: an independentthird party reviewer, who evaluated BEH's financial information based on documents that BEH submitted to him and which BEH would not provide to the NAC. Moreover, this is also reflected in the outstanding guaranty (replaced by a letter ofcredit), proofofspill coverage, and fueling plan, which still have not beenresolved even though these items were required in the February 11 , 2015 lease offer and notwithstanding follow-up efforts to address these items since then. The NAC's February 11 , 2015 lease offer was expressly contingent upon BEHproviding, 

### inter alia, a personal guaranty and proofofinsurance;the draft lease accompanyingthe lease offer similarly included an insurance requirement. See Exhibit 68; Answer at 28-29. As noted onpages 28, 29,31 ofits Answer and 14-15 ofits Rebuttal, the NAC is within its rights as an airport sponsorby imposing these conditions to protect itself, Airport users, and the general public from financial, litigation, environmental and safety risks. Subsequent discussions between the parties' attorneys involved whether BEH would provide a guaranty - BEH at first refusing to provide a personal guaranty, then assertingthat there were no guarantors for its obligations and that it could not provide a guaranty. See Rebuttal at 14
-15. Viaemail dated August 24, 2015, BEH's attorney unilaterally offered a purported letter ofcredit lieu ofa personal guaranty. See Exhibit 152. Thus, it was BEH- not the NAC -who 967263vl

### MURPHY HESSE TOOMEY & LEHANE LLP ---··---···---····-······· ...··-·--·--·-·--------··--···· Attorne ys at Law Office ofthe ChiefCounsel Attention: FAA Part 16 Docket Clerk AGC-600 Federal Aviation Administration January 3, 2017 Page 14 first proposed a letter ofcredit as security for its obligations, and only after dragging out the NAC's efforts to obtain security for BEH's obligations and to minimize risk and exposure to the Respondents and the general public. The NAC did not accept BEH'spurported letter ofcredit because ofits concerns with the validity ofthe letter ofcredit, including whether it was a valid document from Bank ofAmerica (the financial institution identified onthe document) or whether it was a document Bank ofAmericawould even approve. See Exhibit 152. It is therefore unreasonable for BEH to attempt to distance itselffrom providing a letter ofcredit, giventhat the concept ofa letter ofcredit originated from BEH. Further, the letter of credit is a simple calculation, yet BEH still has not met the requirement for providing a suitable letter ofcredit to the NAC. In any event, because ofBEH's longstanding refusal to provide a guaranty, in an attempt to resolve this point ofdispute, the NAC's June 17, 2016 offer was an accommodation ofBEH's position. BEHhas wavered in the reasons for why it would notprovide evidence ofspill coverage

- BEH's changing positions are described onpage 17 ofthe Respondents' Rebuttal. Suffice 

### itto say that BEHhas neverprovided evidence ofspill coverage, even though FlightLevel, the incumbent FBO, has maintained such coverage. Because ofBEH'sproposed fueling operations, and BEH's status as a new entrant as anFBO, the Respondents' requirement for BEH to maintain spill coverage is reasonable. The Respondents should not be expected to assume any financial or otherrisks from BEHproposing to maintain less spill coverage than FlightLevel

- particularly given BEH's lack ofexperience as an FBO as compared to the experience of FlightLevel as an incumbent FBO. Because BEH proposes to store and sell fuel to the public, the NAC is within its rights for requiring BEH to maintain spill coverage. BEH is only being requested to provide spill coverage commensurate withthe spill coverage maintained by FlightLevel

- which is equal footing. There is no reason why BEH cannot obtain spill coverage priorto receipt ofan FBO permitotherwise, with an FBO permit in hand, there is a risk that BEH may not have spill coverage in place at the time it commences storage and sale offuel to the public. Turning to BEH's fueling plan, it was the NAC, not BEH, who first identified BEH's 2013 fueling plan as being outdated circaJune 23, 2015. By that point, BEH had actual or constructive knowledge, months prior, that its prior fueling plan was rendered moot because of the injunction issued in the pending litigation between BEH and FlightLevel on March 6, 2015. See Rebuttal at 17-18; Exhibit 131.

967263vl

### MURPHY HESSE TOOMEY & 

### LEHANE LLP --··· Attorneys at Law Office ofthe ChiefCounsel Attention: FAA Part 16 Docket Clerk AGC-600 Federal Aviation Administration January 3, 2017 Page 15 On June 23, 2015, the NAC, through its attorney, requested that BEHprovide a revised, scaled fueling planbecause ofthis injunction. See Rebuttal at 17-18; Exhibit 131. That same day, BEH's attorney represented that "BEH's fueling plan has beenrevised in light ofevents"; however, and notwithstanding requests from the NAC, through its attorney, BEH did not provide a revised fueling planuntil December 12, 2016
- eventhough this issue was raised approximately one-and-a-half(1 Yl) years beforehand. See Rebuttal at 17-18; Exhibit 131. Even then, the purported fueling plan accompanying BEH'sDecember 12, 2016letteris deficient. As a starting point, this purported fueling plan is not stamped by a professional engineer. Yet, it was a requirement oftheNAC'sJune 17,2016 offerthat BEH provide a fueling plan preparedby a professional engineer

- the same requirement imposed on FlightLevel as well. See Second Supplemental Rebuttal; Exhibit 150. Absent preparationby a professional engineer, the purported fueling plan is unreliable, a concern giventhe financial, safety and environmentalrisks arising out offuel storage and sales. Also, the purported fueling plan is not to scale, despite BEH'srepresentation to the contrary. The 57.5' distance onthepurported fueling plan appears to be halfthe length ofthe 67' distance delineated, and the 67' distance is close to being the same length as the 125' distance. Without proper scaling, the depictions on the purported fueling plan are meaningless and do not address setback and safety concerns. Additionally, many items are missing from the purported fueling plan; for example, the purported fueling plan does not include property lines, which are very important for ensuring that BEH is not encroaching upon abutting properties outside ofits leasehold and for confirming that the representations onthe purported fueling plan are more than illusory. BEH's objectionto the size ofthe leasehold in the NAC'sJune 17,2016 offer is without merit. The NAC's June 17, 2016 offer- Parcels A and Bonthe West Apron ofthe Airport, representing approximately 23,572 square feet- is nearly four times the lease area that the NAC originally offered in 2014, and nearly double the lease areathat the NAC offered onFebruary 11, 2015 (which was Parcel A onthe West Apron). WhiletheNAC offered Parcel A in2015, the NAC left it open for BEH to submit a proposal for Parcel B when a request for proposals was issued, to effectively double BEH's space onthe Airport. Ultimately, by making the June 17, 2016 offer, theNAC decided against a request for proposals for Parcel B, and instead directly offered Parcels A and B to BEH without a competitive procurement opento the public, to assist BEH inrealizing its intentionsto operate an FBO. Through its offers, the NAC has continued to increase the amount oflease space offered to BEH eventhough BEHhas not demonstrated an actual need to increase the size ofthe 967263vl

### • MURPHY HESS E TOOMEY & 

### LEHANE LLP -----·····----·········------ A tt orneys at Law Office ofthe ChiefCounsel Attention: FAA Part 16 Docket Clerk AGC-600 Federal Aviation Administration January 3, 2017 Page 16 proposed leasehold. Nor has BEH simply accepted any ofthe lease offers

- rather, BEH has continued to challenge the NAC and acted in a dilatory manner. BEH's apparent refusal to accept Parcels A and Bonthe West Apron is in conflict with BEH'sprior conduct. To that end, in seeking third party consultant review ofits business plan and financial records in 2015, BEH sought to have the consultant consider "the entire West Ramp," even though, at the time, the NAC offered only Parcel A to BEH. See Exhibits 124 and 125. This was reflected in the edits that BEH's attorney made to the proposed engagement letter for the thirdparty consultant. Now, apparently (based on BEH'sNovember 29, 2016 and December 15, 2016 filings),the lease offer for Parcels A and B is not enough for BEH. BEH'srequest for a larger leasehold than Parcels A and Bonthe West Apron is inconsistent with its requested parity with FlightLevel. FlightLevel's transient area is approximately 25,000 square feet. By comparison, Parcels A and Bonthe West Apron are close in size (approximately 23,572 square feet) and sufficientto accommodate and fuel multiple Cessna Citation Sovereignjets, the largestjetsthat the Airport can handle. See Second Supplemental Rebuttal at 2. The proposed BEH leasehold measures 284' x 83', which can easily accommodate three (3) Cessna Citation Sovereignjets
- given that the wingspan ofthosejets is 72'4", leaving plenty ofroom betweenthejets and for maneuvering. IfBEHrequires additional space after it commences operations as anFBO, it can pursue the DC-3 Apron when the lease onthat parcel expires in the short-term future, in 2018. BEH previously could have
- but chose not to- submit a proposal in 2013 when the NAC issued a request for proposals for the DC-3 Apron. See Answer at 36. Nonetheless, the DC-3 Apron will be available for procurement whenthe current five (5) year lease expires. Atits October 19, 2016 meeting, the NAC modified the June 17, 2016 offerby eliminating arequirement that the pending litigationbe resolved. Theremoval ofthis condition was to foster aresolution with BEH
- and not with any mal-intent, as BEH suggests. By removing this condition, the Respondents remained exposed to litigation and financial risk, notwithstanding FAA recognition that an airport sponsor cantake actions to guard against such risk. See Jacquelin R. Ashton & Kent 

### J. Ashton v. City ofConcord, N.C., FAA DocketNo. 16- 02-01 (Director's Determination, August 22, 2003); FlightLine Aviation, Inc. v. City of Shreveport through Shreveport Airport Authority, FAA Docket. No. 16-07-05 (Director's Determination, March 7, 2008); GlynJohnson d/b/aZoo City Skydivers v. Yazoo County & Yazoo County Port Commission, FAA DocketNo. 16-04-06 (Director's Determination, February 9, 2006).
967263vl

### IDI]MURPHY HESSE IIIJTOOMEY & 

### LEHANE LLP



### - - -·---- ·--- Attorneys at Law Office ofthe ChiefCounsel Attention: FAA Part 16 Docket Clerk AGC-600 Federal Aviation Administration January 3, 2017 Page 17 D. The Respondents have attempted to work with BEHto establish a second FBO at the Airport. BEH's claim that the Respondents are trying to foster a monopoly by FlightLevel could not be any further from actuality. Indeed, the United States District Court (Steams, J.) dismissed BEH's antitrust claims against the Respondents ("2015 BEH Lawsuit"). See Exhibit 145. In any event, while the NAC never issued arequest for proposals for a second FBO, the NAC has continued to make offers to BEHto accommodate its stated intention to operate an FBO, while at the same time insisting upon conditions to safeguard the Respondents, Airport users, and the general public against litigation, financial, environmental and safety risks and concerns. Again, BEH's characterizations ofthe alleged conduct ofindividual NAC Members and the Airport Manager7 are unsupported and incorrect, and contradicted by the ongoing efforts by the NAC to make offers to FlightLevel for an FBO permit and lease. BEHrefers to a lawsuit filed in the United States District Court for Massachusetts in October2016, National Union Fire Insurance Co. ofPittsburgh, PA v. Town ofNorwood et al. ("2016 Lawsuit"). See BEHExhibit 206. The 2016 Lawsuit is an insurance coverage dispute, resulting from the 2015 BEH Lawsuit, and whetherthere is an obligation for the Respondents' insurer, National Union Fire Insurance Co. ofPittsburgh, PA ("National Union"), to defend, pay defense costs, or indemnify the Respondents from any claims, liabilities, causes ofaction, or damages which are the subject ofthe 2015 BEH Lawsuit. The Respondents have no control over the decision by the Plaintiffin that case, to include BEH as a party defendant. This 2016 Lawsuit does not address the conduct ofthe Respondents in connectionwith BEH's FBO permit and lease requests. Ifanything, the 2016 Lawsuit demonstrates the untoward litigation and financial riskplaced upon the Respondents arising out ofBEH's conduct

- the type ofconsiderations that the FAAhas allowed an airport sponsor to consider in its dealings with an airport business. See Jacquelin R. Ashton & Kent J. Ashton v. City ofConcord, N.C., FAA DocketNo. 16-02-01 (Director's Determination, August 22, 2003); FlightLine Aviation, Inc. v. City ofShreveportthrough Shreveport Airport Authority, FAA Docket. No. 16-07-05 (Director's Determination, March 7, 2008); Glyn Johnson d/b/a Zoo City Skydivers v. Yazoo County & Yazoo County Port Commission, FAA DocketNo. 16-04-06 (Director's Determination,
7BEH's suggestion ofimproper, "secret" meetings is simply incorrect. For example, neitherthe NAC northe Airport Manager sanctioned the installation of jerseybarriers near the Lot F-Lot G boundary; instead, this was a private dispute by and between BEH and FlightLevel, which is currentlybeing litigated inNorfolk Superior Court. 967263vl

### • MURPHY HESSE TOOMEY & 

### LEHANE LLP

--·-·· Attorney s at Law Office ofthe ChiefCounsel Attention: FAA Part 16 Docket Clerk AGC-600 Federal Aviation Administration January 3, 2017 Page 18 February 9, 2006). The Respondents are presently defending the 2016 Lawsuit, which is linked to and resulting from the 2015 BEH Lawsuit filed by BEH. 

### II. CONCLUSION Forthe reasons stated herein, and in theirprior filings, the Respondents respectfully request that the FAA: (1) strike BEH'sNovember 29,2016 filing; (2) dismiss BEH's abovereferenced Part 16 Complaint; (3) decline to investigate BEH's above-referenced Part 16 Complaint; (4) determine that the Respondents have complied with the FAA's Grant Assurances; and (5) take no further action in the above-referenced matter. Please let me know ifl can provide any additional information in the FAA'sreview ofthe above-referenced Part 16 Complaint. Thank you for your courtesy in this matter. Very truly yours,



# -/t.J~ Brandon H.Moss

967263vl

### MURPHY HESSE TOOMEY & 

### LEHANE LLP

····-········-·---··-----···---··---·------·-·--·---··----·-··· Attorneys a t Law Office ofthe ChiefCounsel Attention: FAAPart 16 Docket Clerk AGC-600 Federal Aviation Administration January 3, 2017 Page 19 

### CERTIFICATE OF SERVICE I, Brandon H. Moss, counsel to the Respondents, Town ofNorwood, Massachusetts and Norwood Airport Commission in Boston Executive Helicopters. LLC v. Town ofNorwood, Massachusetts and Norwood Airport Commission, FAA DocketNo. 16-15-05, hereby certify that onthis 3rd day ofJanuary 2017, a copy ofthe foregoing document was served via overnight mail and email as follows: Complainant, BostonExecutive Helicopters, LLC (one copy): Timothy I. McCulloch, Esquire Hinshaw & CulbertsonLLP 2375 East Camelback Road, Suite 750 Phoenix, AZ 85016 TMcCulloch@hinshawlaw.com FAA Part 16 Airport Proceedings Docket (original and three (3) copies): Office ofthe ChiefCounsel Attention: FAA Part 16 Airport Docket Clerk AGC-600 Room 900-E Federal Aviation Administration 800 Independence Avenue, S.W. Washington, D.C. 20591 9-AWA-AGC-Part-16@faa.gov



# ~ Brandon H. Moss

967263vl

# EXHIBIT 147

### NorwoodAfemorialAirport

**"QFf)_~_t;_ADJl!!f_~::_** R

**u·~-"** l\L:prire. A. A.E...\( L. Au-port

**\/lana~er** ;25 .'\c:cc,;., R<1.aJ '\L'1-f\':(10d. iV1 ·\ 021._162 April!5, 201-f Flight LevelAvimion Attn: Peter Eichlea1 President 1 25 Access Road :\Of\\OOd, 'tvfA 02062 RE: Letter ofIntent: Lots A.B.C; LotS; Lots 6,7; Dear Peter ln n. hdd April the

**?<-~onA.>ood** Airport 22. 2014 letter attad'led) and ?vlarch 5... 2014 (cOp) board a letter ofi:1tern Io negotiaL:

**~-m** ext-:nsion ofthe: fOHov.-ing

**leas~s:**

' L A,B,C Lot 5 Lens 6,7

Lots AJ:i,C The !'-J.AC '"·oted to offer l-ll,g}u Lel't_) an adJLti.__-,_nai iea.se e·.l{pires on

**Octobt.~r** 3i_. 2014 !cotS !25

**.-~u:cc;;;~** R;1:_Hl \iuPJ>·
..1ud. :vl.--\ 020(!2

r t.tiscussed your January

**rectuescin~** from the

A.B.C, The current

As you kn.:_l'\-L 5 is

**~i.ted** on the 80-)'ear lease

**bd\~een** the To\Jr.:'\J ot "'"'"'"',nrl and Bos'ton Lvvel. Per the Towr. kase "·The subleases of said or pon-lons shall be

**r-e\-i~\ v·ed**  prior to their e·,;.,:cc:ution b:y tht:: \lassachuset't:':i

**/\eronautic~:;** Cummission and the Federal /\.viation Administration. or the successor agencies, and

**apprcrv~d.** in vvriting, by the \Jonvood Airport Commission.,,·- tbeTherefore. while the \lAC is receptive to approving a sub-lease extension of Lot 5 to the year 2047. this approval must be preceded by a satisfactory review ofthis sub-lease extension by the Federal Aviation Administration and the Massachusetts Department of Transportation (Aeronautics Division). per conditions set forth in the prime lease between the Town of 1\orwood and BlvL4, Inc. Lots 6,7 The NAC is receptive to extending the Lots 6.7 lease to 2050 conditional on Flight Level at least commencing construction of the Civil Air Patrol (CAP) apron hangar complex no later than December 31,2017. Please feel free to contact me should you have any questions. Thank you. Sincerely,



# ~~ **ry}/~--<"** Russ Maguire, Mana#'r Norwood Memmial Airport

CC: NonvoodAirport Commission, Norwood Town Counsel

Attachments: Tab A
TabB TabC January 22. 2014 letter from Flight Level to the Norwood Airport Commission (amortization plan not included) 3/5/14 e-mail tromP. Eichleay, ofFlight Level, toR. Maguire 1967 lease,

**To>~~n** ofNorwood/BJH4. Inc.

# TABA

## F A V I
Norwood Airpi1r\. Co-m1nission cc: tvir. Russ A.irport

**~1anager** 

### 125 Access .Road Norwood, llrl-\ 02062

Dear

**~ir.** Chairman and NAC M.ember;r PHONE 78i 769 3680 FAX. 781 76S 7180 www **f!lghd&'ls-lavL~tlan** com

As yt)U Norwood t_s planning some ambitious and exdting capital investrnem: projects at OViD. VlhHe om· irnmet.iiat;! and mot.ri pres.s:ing focus is surrounding, the CitP Ramp andHangar Complex Construction Pveptt-.:r'Vided belowa Matc..i,x which hig)ilights ofour majorplans

**!O<~king** overa 5-y<:ar time h<?JrtZ<>n; 

# - -

**T~<rm!t'~ ~i10'1\lt\Qn,.**  **~ng;.t** Hot.:n:

**mi~~~rsl;tv~',l-~g:i~-'**

**i~ Rep.w.i;:/R«.o:r<~m.tr.t,** 

**R.tftffimi~'!ln,g:**<:rfMiiin.tt.mam::e I'I&JP Moor, Y2K Haonpr l'/oo{

**IW)p<;~~f\·1::,** \t;arlot<$ C,-;;t,11;

**~iii**

(A?Ramp R:tOjt)lf'J!"rlo<itk;n ;_m;j l.ROO}>qft Mvlti·

**~~it H;m~-­** 

Q:.;mpfex G:Wtn.r<tl:ftm
':'Z'K
**i'W.!f\gil"rC:nens~on** Prl)te!.:r ;o :;o66

**;;p;p-roxim~~aly** Hl))lJ:;;..11t :md tflm!J:Se

**No~** Qoor;'1eiailt l-3,())::1

**~qft.**ilc:tH<Hlp; Cm1trur.tio,, r-nay

**!J#m,;'fflt!,~occn**____ , CoodltiwraA·
**flnanci~AWttwed**

**(P*IldlT"<g.S-.rffi~t\4~** Am:ord:X2tioo rennl-,

**~~**
**TeMiltl:'~~$uh=I~·**

Needlres; to say, we hope this demonstrates ourlong-term commitmenl tl?the airp;;rt IIDd to r,o;rltitmiJog ourselves fl?r capturingIIDd llrtracting future growth in the General and Business Aviation

**markets~** to

**t:~e** benefit. ofus aH. Alorg those we're pleased to report that we·1ve already subscribed deals 'H'fthmrsltiple new turbine tena.--rts the mulit-u.rtlt CAP l-Iangar whichhave a.rmngements for maintenance an.d fllel business bundled into them as well It is our goal, with your help, to break gmood on the CA..t' project trJs Spring and openthe:

**door;~** fur occupancy this FalL
125 ,A.ccess Road N c:: w 0 iJ d M P. 

## o2

## oe2 ·,•, ' ' 'd I e 3 a 

### ' -at: .., r C.-.,ln Eght ofilie sizeable investment this pmject encompasses, in addition to th!,'; lengthy amonizmion that's for a return on the lil'-lestment and po5itive cm.h.llo-.,
..

**v~** we are respectfuJly requesting extensions ofour existlng Southside Leases out to 2050 fOr J5 years total term from the project completion date, The leaseholds Lnciu.ded L1 this category· are the ibliowing: Lo·t 5

**(EJvfA)~** expires 2026 (approx. 12 yeiiTS re.maining) ; Lots 6 ru1d 7, 12 years remaining) 3. Lets A... C 2014

**(appro:~,** 9 montt:ts remaining) to V/Ork vvitb. us on an extension to the e:w.:tent underthe:

**To.,.vn··B~v1A** Te betterillustrate th,e need for the requested term.

**r~le-** attachedthe business phn wltich has guiderl this investrnent decision internally and cash per the !enns

**\ve·v~** been able to negotiate withour

**fi~na.'1eiers** attached} For what if's I'd also ti.ke to humbly vfJbJ:r:tteer that such a le;;1Se term Ls·j in our experience. cus-tomary for r.be size oflnves'tment that js being made. At ou:r

**0t_~er** FBO locations, wb.e>re l},'·e've made similar we

**w~re** aft\ .. 1-rdect term·& similarto what

**w~·i~** requesting

**her~** and by the :S&'11.e: leng1:h ofterm commenstimte

**~.-vi-ill.** investment I would be more tt1.an happy to share· those leases

**~Nith** tl1J: ifthey- \it'·ouJd like to l:tave alo.ok for the sake- of

**comparis.~.:1>i:l.** the tmvn and FhghtLevei il"J Li::tat it 1. SeciJICS· term dependable revenue tOr the Tovvn Secures addi.twtml busines-s

**th~** airport and FLightLevd 3.

**s~zcu.res** sufficient inve.stment securit:v fOr u..;:; and our f1nan.ciers. As aH ha•.e a11Y

**question~** comments or concerns and we Iook to with you moving

**fOr~-va.n:L** \"f./e vvill accorru:nodate r,vhatsever date and tlli1.·1? works for the NAC to meet ontt.Gs.

**Sincerel~y** 

### j/}/ ,#'./-. ---------:;:, 

### /
**77~~j<for;~;:{~--r;:--** 

### -.. / / Peter EJChleay PligMLavelAviation - Presrctect 125 Access Read Nor.vood. MA 02002 

### w- 781 769 8680 ext. i 28 r::- peter@fllght!evefaviatlo-n com F· 781 7619,7180

# TABSLmbra Page t of l



### letterofIntent From :Peter Eich!eay <pe!chleay@gmall.com> Subject : Request for Letter of Intent for Lease Extensions Wed, i'vlar05 1 

### 1411:50 To : Russ Magu!re1 A.AE, <rmagutre@norv;oodma.gov> 

### Cc : r1lke Delaria <mdelar!a@f!!ghtievelaviation.com> Dear Russ, Good to taik 1 /esten:lay,. As we discussed,
**if!~'!.~~ue~ng** a simple i!".tter oF intent the 

### airport commission indicating the mutual desire to extend our



### Le~;;e~}uch

### tb<Jf;,y§Ji.<Jv<;th?

**.i1~1::e;;~·& J~r.m**  

### to.

### <im"Qfti!!?:Qur

### ]!fcQ.rfilfl!:f 

### alriJQfl i

### nvestme,11ts.

### (see !TIY

## i?tte!JQ..<:ornr.r.issiCJ.tl 

### (jate<J 

### !{2:W1lorr.f.Q.@ 

### (!etaH!§.b. 

## liJgJr:l:l?b!r:lc!rot:Je,tt:er

## o.ftn!§nt **l~!Qf!i'!§JlSJb?c()fi!f.IJ.Ii:l"'.?...:.n.<=ecj.!o** 

### stai!.SJ2§11difig

**tJ1~rf10J:l§y)mllle.Qt;ate.tt**

### su.c:b th9t vye_g<:tthe

### proje(;tc!ont=.acc:or:sJin,g

### to.tt.e tirr,elhle we've identifledwith the understandingthat itcouid takeweeks orperhapsmonths to 

## aduafTeiilse

**e;~ensions** c.oiilR'tete<L

**'ivaitlrig~until** tEe leases-are done;.
. would undoubtedly delay the project and, in doing SOr jeopardize our tenants' commitments as 

### well as our financing for project which obviously wouldn't be good anyone, you and the commission are amenable to this, be happy to draft such a tetter for your and the 

### NAC's review, Please 

### rne know at your earliest convenience, Thanks and ali 

### the best, Peter



### ------- ----·-

# L TABCLEASE AGREEME.NT This Agreement is entered into between ttH 1 TOW!'I OF NOR'NOOD, d municipcil •:orporation duly organizeU under the laws of the Commonwealth of M,Jssachusetts, hereinafter <:olled "the Lessor," and BOSTON METROPOLITAN AIRPORT, IN:,, the corpor,;tion duly organized under tne laws of trB Commonwe-.!ltn of MJsswcn,.;setts, hereinafter called ''the Lessee''. WHEREAS**th~** Lessor ie the law£ul ownar of d certoin parcel of land shown dS Pdrcel 2 on the Exhibit ''An property plan dttdched to a Gra.:it Agreement relat-ing to the development of the**1~orwood** Memorial Airport, Norwood, Massachusetts, under FAAF ?reject Number**9~11)-019-C803,** said**P<~rcel** 2 being dlso shown as \"'"reel 1 on i) plan entitled roplan of**LC~nd** in Norwood, M .... ss.," dJted February 23, 1963, w. R. Ryan 1**Ci~i~.'** Engineer, recorded in

. _1.1. Norfolk Registry District of the LJnd court together with the deec to the Town of Norwood of Sdid parcel! and WHEREAS the <ifD.HISdid agreement between the UniteG States of p..mericd and the Town of Norwood obligates the To·;m to jCquirs !did parcel, all as more specifically &et forth in Special condition No. 17 of the Agreement' and WHEREt\S the Lessor is not able to dCquire Pdrcel 2 by purchase for fair v,;iue1 and WHEREAS the Lessee is willing to transfer title to the Lessoz of Sd.id pa:-:;al 2 1 subjtct, however, to the lease back of tht said Parcel for a sufficient period of time $0 that the fair

. value of· the property may be realized through the lease arrdnge

## ii i! ments i and**~rlEREAS** the foregoing method of acquiaition is**t~e** only 

### !i ·j procedurt whereYndt.r the Lessor can comply with its oblig.:.tions li

.1 to the United States under Sdid Special Condition 17; NOW, THEREFORE, it is mutu.aUy understood anU ,;;greed that**t~e** LQssor leases Pdrcel L Ja shown on the aforementioned Exhibtt ''A" property plan back to thQ L&sse& for d period oftwenty yedr petioae by tfle

**givi~9** of notice in wrlttng to tne Town of
**~orwood** of its exercise of !cild option ctt

**le~et on~**  hundr8d eighty Jays prio; to the eKplrJticn of dny sucll period. canrJitic( S< (a) The Lessee

**m~y suble~se**  Sdid parcel or **portio~~** :hertof for airport
**purpos~s~ aeronautlc~lly**  orienteJ busln&s!e!, (bJ Tne aubltQsas of 5aid parcsl or portions thereof sl1all bt revtewed prior to their BKICUt!on by the **Maas~chusetts**

(dJ !n t4Ch tnstdnce, wh&t0 th• approval of tne **~o;~ood**

**sh~ll** be determined each year by tht
**NOr~ood** aoard of Assessor•, and (" 'r: J The

**tesse~** agrees to pay the afcresJid ran:

**e~ch**

-2..(g) The

**L~&sor** agrees that present and

**f~ture** buildings: and structures shall remain the property of the Lessee, or its assigns, but that an occupancy charge shdll be pJid to the Town of Norwood annually, to be determined

**~nd** paid as provideJ in 'i sections (a) and (f) abovet and (h) A fdilure by the Lessee to pay the sumo called for by pdragraph (e) or {f)

**~bove** in the event of

**~** dispute JS to the 

### ll :] amount due, shall not constitute a breach by the Lessee of the

provisions of this Agreement. In the evef'Jt of such a dispute, the dispute shall be resolved by arbitration pursuant to the rules of the Americdn Arbitration Association and the provisions of the 1 laws of the

**Common~ealth** of Massachusetts pursuant to such o.rbii tration. However, in the event a final determination shall be

made pursuant to such arbitration

**proce~~uJ'~s,** failure by the
!( Lessee to comply with such final determination shall constitute breach of this Ledsa. (1) In the event the Lessor shall claim that the Lessee ha$ violated this Agreement in any respect, ha shall give notice to thit Lai.sea in writing $tating in full det-ii.l all such claims ond the Less•• shall be P••rnittod thirty days following the receipt of such notice in which to cure such braach. (j) This agreement may be terminated by

**mut~al** agree- ment of both parties hereto, and shall not ba assigned, in whole 

### ,, \'1 or in part, without thoa prlor <igreement of the Norwood Airport I il 'I 

# li 

# I [, I Commission in writing. IN WITNESS WHEREOF, tht S<lid TOWN CF NOR'NQOD h,ls CoHJS&d its corporate sedl to be hereunto dffixed and these pxesents to be execiJted in ita. name and behJ.lf by '.Villiam c. Kendrick, Charles[ I L· Rich, Walter R. Ryan, Walter A. Blasenak, Harry B· Butters 1 

## i James J. Drummey, Joht'l. .'\. l\bddllah 1 **Gedm~n** C. oauksi& J,nd James J.,

**H~wley,** its Airport Commission,

**here~nto** duly authoiized, and the

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# EXHIBIT 148

# r···

( AIRPORT COMMISSION MEETING REGULAR BUSINESS MEETING 

### April 9, 2014 In Attendance: Commissioners Tom Wynne, Chairman, Martin Odstrchel, Mark Ryan, Kevin Shaughnessy. Airport Manager, Russ Maguire, Assistant Manager, Mark Raymond. Meeting Called to Order: 12:00PM APPOINTMENTS AlP Project Update; DuBois & King, JeffAdler Closeout paperwork includes aerial photos, total payment $136,957.97 $89,766.98 payable to J. H. Lynch $47,190.99 to Dubois & King. The Norwood share was $3423.95. The overall project was delivered under budget by more than $10,000. On a motion by Mr. Ryan and seconded by Mr. Odstrchel the Commission voted 4/0to approvefinal payment on Taxiway A. Second pay request is for pay request #2 forTaxiwayA environmental assessment. Payment of$19,567.05 to DuBois & King. Norwood Share $489.17 On a motion by Mr. Ryan and seconded by Mr. Odstrchel the Commission voted 4/0to approve payment. Regarding the Seeping meeting on environmental assessment Phase 2 forTaxiway A, and wildlife hazard assessment. Fee submitted, no IFE needed because under $100K. The deadline for submittingthe grant application is May 1, 2014. On a motion by Mr. Ryan and seconded by Mr. Shaughnessy, the Commission voted 4/0 to approve permission for Chairman, Mr. Wynne sign the grant application. Mr. Adlerwill provide an update on the terminal building atthe May meeting. Boston Executive Helicopters, Chris Donovan & Joshua Foxx (BEH counsel) The electrical on hanger is "roughed in" and inspected. Roof insulation is complete. Sprinkler system and HVAC is "roughed in", gas line installed and saw cut pavement outside installed 4.9.14. Water service & sprinkler in near future. Fuel system is scheduled to be installed the week of4.14.14 and a generator is scheduled for installation. The building is expected to be weathertight by 4.25.14. Lease offer: BEH and Mr. Foxx do notthinkthe square footage offered by NAC is adequate forfueling as an FBO. Presently, BEH would like to refuse the current offer of83x83 square feet. Questions by NAC: What does BEH feel would be adequate space? lOOK square feet. Once again, the NAC is requesting a business plan from BEH and when that business plan has been submitted, the Commission will then relook at allocating more space on the airport. C. Donovan stated that NAC has never requested a business plan from BEH. NAC reiterates that business plan is necessary. BEH submitted their Financial plan to Mr. Maguire last night (AprilS, 2014). Mr. Donovan stated that he does approximately $700,000 in business and thousands of hours in Charter ( Services with his helicopter operations. As afinal comment, Mr. Donovan would liketo statethat he feels discussions with the NAC are always combative. For the record, Mr. Shaughnessy, as well as the other members ofthe NAC, support Mr. Maguire as a good and fair manager.

### (



## ( MINUTES AIRPORT COMMISSION MEETING REGULAR BUSINESS MEETING 

### April 9, 2014 

### -2- 

### * March 12, 2014 regular business meeting Mr. Ryan requests an edit ofthe New Business section, regarding area around the west ramp to clarify that J. Foxx, representing BEH, requested all or part ofthe west apron area ofthe airport. No vote will be taken atthis time until the March minutes are updated to reflect this change. 

### * March 12, 2014 executive session On a motion by Mr. Odstrchel, and seconded by Mr. Shaughnessy, the Commission voted 4/0to accept the minutes ofthe Executive Session. AIRPORT MANAGER'S REPORT (March 1- March 31, 2014} Scoping Meeting, Environmental Assessment: On 3/13, airport management metwith FAA and MassDOT officials, along with ourengineer {DuBois & King) and environmental team (Epsilon Associates) for a scoping meeting on the environmental assessment allied to taxiway A's planned re-location. Spill Response: At about 3:35 p.m. on 3/18, airport management was notifiedthat an aircraft parked on Flight level's lot 6 was leaking aviation gas on to the parking apron. Norwood Fire was immediately called and responded. Flight level line .personnel responded by capping the storm drain adjacent to the parked aircraft and capturing theflowage offuel. With Speedi-Dri, the environmental effectwas localized with no run-offinto the wetlands. Airport management and Flight level followed procedures outlined in the airport's Spill Prevention, Control and Countermeasures Plan.

- Informational UpdatesHollywood Movie On 3/11, airport management met with representatives from a Hollywood movie production company interested in using the Norwood Airportfor a location shoot. Comprehensive Pavement Project Airport management has begun to coordinate preparations forthe MassDOT project to crack-seal and repair pavement on the Norwood Airport's runways and taxiways. Air Traffic Control Tower Program AirTraffic Control Tower Program letter received from United States Senators to the Committee on Appropriations requesting language ensuring full and dedicated funding forthe Contract Tower Program as part ofthe FY2015 FAA budget. March 2014 AirTraffic report: 3,964 Total Airport Operations On a motion by Mr. Shaughnessy and seconded by Mr. Odstrchel, the Commission voted 4/0 to accept the Airport Manager's Report. NEW BUSINESS • CY 2014 aircraft tie-down leases On a recommendation by Mr. Maguire and a motion by Mr. Ryan, seconded by Mr. Shaughnessy, the Commission voted 4/0to award 2014 tie-down lease to Ray Fallon.

### (



## ( CORRESPONDENCE 

### AIRPORT COMMISSION MEETING REGULAR BUSINESS MEETING April9, 2014 

### -3-


## *3/12/14: An e-mailfrom C. Donovan, ofBEH, to AirportManagerregarding negotiations for the lease of LotsA,B,C 

## *3/17/14: A letter fromAirport Managerto C. Donovan, ofBEH,regarding west apron lease offer of6,889 square feet on the northeast corner ofNorwoodAirport's west apron. Mr. Ryan askedMr. Maguire ifhe sent a letter to BEH regarding the illegal :flight operations. Mr. Maguire responded thatthe letter hadbeensent byemail as well as hand delivered and there has beenno response yet. MEETING ADJOURNED: 1:07PM On a motion by Mr. Shaughnessy and seconded by Mr. Odstrchel, the Commission voted 4/0to adjourn to Executive Session.

### (



## ( AIRPORT COMMISSION MEETING EXECUTIVE SESSION 

### April9, 2014
Executive Session called to order: 1:15 Lot 5 CAP ramp is on the 1,100-footstrip and on the master lease and needsto go for a review. Forward to Flight Level the extension ofthe lease 2047, iftheywill explain the investment.The lease extension will then haveto go thru MassDOT for review. Lots 6 & 7: Capital project: On a motion by Mr. Shaughnessy and seconded by Mr. Ryan, the Commission voted 4/0 to extend the leaseto 2050 on the section outside ofthe 1,100foot stripcontingent on construction commencing no laterthan December 31, 2017. On a motion by Mr. Odstrchel and seconded by Mr. Ryan the Commission voted 4/0to end Executive Session and return to regular session for the purposes ofadjournment. Meetingadjourned: 1:24PM

# EXHIBIT 149NORWOODAIRPORTCOMMISSION Thomas J. \Vynne, Chairman MarkP. Ryan, Vice Chairman Kevin J. Shaughnessy, Clerk LeslieW. LeBlanc MartinE. Odstrchel 

## NORWOODAIRPORTCOMMmSION NOTICE IS HEREBY GIVEN THAT A PUBLIC MEETING OF THE NORWOOD AIRPORT COMMISSION WILL BE HELD: DATE: TIME: PLACE: Wednesday, April 9, 2014 12 p.m. NorwoodAirportCommission Meeting Room .125 Access Road Norwood, MA 02062 TENTATIVE AGENDA ITEM: • AIP projects • Boston Executive Helicopters'construction update • Review of prior meeting minutes • Airport Manager's report • Executive Session

125AccessRoad, Norwood, MA 02062 PH:(781)255-5616 FAX:(781)255-5617

# EXHIBIT 150In Attendance: AIRPORT COMMISSION MEETING REGULAR BUSINESS MEETING October 19, 2016 

# APPROVED .JJ.}J.!d. Ifa

Commissioners: Mark Ryan, Chairman; Kevin Shaughnessy, Martin Odstrchel, MichaelSheehan, Leslie LeBlanc, Airport Manager, Russ Maguire. MeetingCalled to Order: 3:02 PM PROJECTS
• AlP project update: Taxiway Arelocation, environmental assessment,JeffAdler, DuBois & King Update byJeffAdler. Final EIR has been submitted. Final certification should be issued December

### s'h. Phase 1 is completed, and now moving into Phase 2, permittingoftheproject. Permittingtakes abouta year. Construction should be in the summerof2018. • Flight Level CAP project update, Peter Eichleay Summaryby Peter Eichleay. Erection crew is on site. Building should be complete in 6-8 weeks. MINUTES
• September 14, 2016 regular business meeting Mr. Sheehan and Mr. Odstrchel abstain from voting. On a motion by Mr. LeBlanc and seconded by Mr. Shaughnessy,the Commission voted 3/0acceptthe Minutes with the changes outlined by Mr. Maguire. • September 14, 2016 executive session meeting Mr. Sheehan and Mr. Odstrchel abstain from voting. On a motion by Mr. Shaughnessy and seconded by Mr. leBlanc, the Commission voted 3/0acceptthe Minutes. • July 13, 2016regular business meeting Mr. leBlancabstains from voting. On a motion by Mr. Sheehan and seconded by Mr. Odstrchel, the Commission voted4/0acceptthe Minutes as corrected changingtheJune 15th minutes changingthe dateonpage threefrom 2014to 2017. • July 13, 2016 Executive Session Mr. leBlanc abstains from voting. On a motion by Mr. Sheehan and seconded by Mr. Shaughnessy, the Commission voted 4/0to accept the Minutes. o June 15, 2016 executivesession meeting Mr. leBlanc abstains from voting. On a motion by Mr. Sheehan and seconded by Mr. Shaughnessy, theCommission voted 4/0 accept thetablethe acceptanceofthe minutes until afterExecutive Session.AIRPORT MANAGER'S REPORT • Mr. Maguire discussed theAirport Manager's Report includingsealcoating, striping projectand sellingofold Army trucks. On a motion by Mr. leBlanc and seconded by Mr. Shaughnessy, the Commission 

### voted 5/0to approve the Airport Manager's report. OLD BUSINESS • FAA Memorandum ofAgreement Mr. Maguire updated the Commission on the combined memorandum ofagreementfrom the FAA. On a motion by Mr. Sheehan and seconded by Mr. LeBlanc, the Commission 

### voted 5/0to acceptthe Air Traffic Control Tower Land Site Memorandum ofAgreement between the FAA and Town ofNorwood. NEW BUSINESS • Flight Level Leases: Lots 5, 6 and 7 Flight 

### Level is lookingfor lease extensions on lot 6 which goes to 2026 and lot 7which goesto 2026. CAP is underthe Boston Metropolitan lease area, lot5. That lease goes to 2047. At thattimetheTown ofNorwood will assume control ofthat lease. Peter Eichleay gave a presentation and is requesting a lease extension on lots 6 and 7, as well as Lot 5 when the Boston Metropolitan lease is up. On a motion by Mr. Shaughnessy and seconded by Mr. leBlanc, the Commission voted 5/0to acknowledge receiptofFlight Level's notification in a letterdated October 13, 2016 from Boston Metropolitan Airport to extend the lease dated December 13, 1967from December 13, 2027 through December 12, 2047, Parcel2. On a motion byMr. Sheehan and Seconded by Mr. leBlanc, the Commission voted 5/0to approve Flight Level's lease extension for lot5 from 2047-2050with thefollowing conditions: Flight Level provides a personal guarantee or letterofcredit, provide adequate spill insurance and provide a site plan which will include a fuel site plan stamped and licensed by an engineeror surveyor. On a motion by Mr. Sheehan and Seconded by Mr. Shaughnessy, the Commission voted 5/0to approve Flight Level's lease extension ofLots 6 and 7 from 2026 to 2050 with thefollowing conditions: Flight Level provides a personal guarantee or letterofcredit, provide adequate spill insurance and provide a site plan which will include a fuel site plan stamped by a licensed engineerorsurveyor. • Norwood Record, Article Mr. Ryan discussed the newspaper article in the Norwood Record which addressedthe issue of insurance coverage. The Town has multiple insurancecarriersworking onthe lawsuit between BEH and Norwood Airport. The Town is not left hanging. The newspapermade it seem like a biggerissue than it in fact is. Many incorrect assumptions were made.• letterfrom HenshawJuly 8, 2016toJohn Davis Discussion surroundingthe letter from Henshaw dated July 8, 2016. There aretwo FBO's licensed. One has agreed to provide information requested bythe NAC, and another has decided theydon'twantto provide theinformation. The letteris disingenuous. Mr. Shaughnessywould like checkthe town insurance requirements for Flight Level and BEH. On a motion by Mr. Sheehan and seconded by Mr. Odstrchel, the Commission voted 5/0tofile the letterdatedJuly 8, 2016. On a motion by Mr. Sheehan and seconded by Mr. Shaughnessy, the Commission voted 5/0to amend a Motion datedJune 15'h to provide a cutoffdateofDecember 30, 2016, andto strike out "resolution of aIllegal matters." • Letter dated 10/11/16fromJ. Nolan to NACre: Request to Hunt Discussion regarding huntingon the Airport property. Need to be careful about permits from theState and Federal Government. Need to make sure hunters are nottrespassing and are not huntingwildlife outofseason. On a motion by Mr. Sheehan and seconded by Mr. LeBlanc, the Commission voted 5/0to approve Mr. Nolan's permitto huntoutsidethe fence duringthe season with the condition he suppliesa means of lawful entryontothe airport property and whateveris requirement from the police chief.
CORRESPONDENCE • 7/8/16 letterfrom E. Loeffler ofHinshaw & Culbertson, llPtoJ. Davis ofPierce, Davis & Perritano, LLP, re: Boston Executive Helicopters {BEH) • 9/23/16 Notice ofextension oftimere: BEH v. Town ofNorwood, Norwood Airport Commission • 10/5/16letterfrom R. Maguire toM. Cofsl<y re: request to hunt • 10/11/16 letterfrom R. Maguire to A. Bishop, ofBoston Air Charter, re: FY 17 commercial permit • 10/11/16 letterfrom J. Nolan to NC re: Hunting request • FAA Memorandum ofAgreement • 10/13/16 letterfrom M. Pendergast, ofBMA, Inc. toM. Ryan, ofNAC, re: notice ofoptionto renew o 10/16/16 MassDOT grant application, SRE equipment• 10/16/16 MassDOT grant application, obstruction analysis, AGIS surveytechnical MPU • 10/16/lfileaseextension request Flight Level Norwood, LLC
On a motion by Mr. Sheehan and seconded by Mr. Ostrchel, the Commission voted by roll call to adjourn forthe purpose ofExecutive Session to discussthecontinuing legal issues between NAC and 'BEH . Discussion ofthose issues in open session would be detrimentaltothe NAC's litigation position. Mr. Ryan: Yes Mr. Sheehan: Yes Mr. LeBlanc: Yes Mr. Shaughnessy: Yes Mr. Odstrchel: Yes Adjourned forthe purposes ofExecutive Session at4:12 p.m. The Commission returned toOpen Session at4:28 p.m. On a motion by Mr. Shaughnessy and seconded by Mr. Odstrchel, the Commission voted 5/0to adjourn the October 19, 2016 meeting. The minutesofthe NAC will be published on theTown Website. MEETING ADJOURNED: 4:28PM

# EXHIBIT 151Flightlevel Norwood, LLC Lease Extension Request October 2016 Prepared by: Prepared for: VJf\TiCN Norwood Airport Commission (NAC)This presentation serves to provide the NAC with an overview of FlightLevel's (FL) recent, on-going and future capital improvements which justify the lease extensions FL is seeking on Lease Lot 6/7 and Lease Lot 5. Contents

A. Background B. Lease Lot 5, 6/7 improvements 1. CAP Hangar 2. Terminal Building 3. Hangars
2, 3, 4, 5 C. Planned Future Projects D. Conclusion

I Contact Confidential

2 3 7 9 **~**

F LIGH.TlEVEL ..,,

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1In early 2014, prior to commencing preliminary site work on its 20,000+ SqFt hangar complex, FL requested that the two leases critical to the project (the Lot 5 BMA sublease, and the Lot 6/7 direct lease with the NAC), be extended out to 2050 to provide contractual rights of access via Lot 7 to the future facility on 5 and 6, and sufficient term to amortize the investment. CONDITIONS: By letter dated April 15, 2014, the NAC established the following conditions: • The lot 5 BMA Sublease could be extended upon satisfactory review by the FAA and Massachusetts Department
of Transportation (Aeronautics Division), per conditions set forth in the prime lease between the Town of Norwood and BMA, Inc. • The lot 6/7 lease could be extended provided Flightlevel commence construction
of the CAP hangar complex no later than December 31, 2017. THESE CONDITIONS HAVE BEEN MET: • The lot 5 BMA Sublease extension has been presented to and reviewed by the FAA and Massachusetts Department
of Transportation (Aeronautics Division), and neither regulatory agency has elected to interpose any objection. • BMA has presented the NAC with its election to extend its prime lease out to 2047, and has negotiated an extension of the lot 5 Sublease that has been reviewed and approved by NAC counsel. • Fl and NAC counsel have settled on language that will add lot 5 to the lot 6/7 lease for the final three years following its reversion to the Town in 2047. • With respect to the lot 6/7 lease, Fl commenced construction
of the CAP hangar complex well in advance of the December 31, 2017 deadline, and anticipates that with the extension of the lot 5 and lot 6/7 agreements,

it will secure funding to complete the project by December 31, 2016. Source: April 15, 2014 NAG/Russ Maguire
to FL Leffer re: Letter of Intent: Lots a, b, c; Lot 5; Lots 6,7 Confidential
FLIGHT LEVEL

I 2Approximately $1.2 million of FlightLevel's $2.5 million CAP Hangar Project resides within the Lot 6/7 lease premises (the remainder

is on lot 5). The Lot 6/7 lease currently goes through 2026. lot 6/7 Portion of CAP Hangar Project

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3Unit 6 is the project's largest hangar bay and cost driver due to the door height/width, beam spans and customized appointments (bathroom, LED lighting, additional storage lockers, etc.) Source: Erectetube
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### 'The total $2.5 million dollar investment requires an extension out to 2050 in order to amortize the value of the investment. Initial Loan VaRues Loan Amount: $2,300,000.00 Number of Payments: Annual Interest Rate:
4.2500% Periodic Payment: Loan Date:
09/01/2015
1st Payment Due: Payment Frequency:

Quarterly Last Payment Due: Total Interest Due: $1,692,380.04 Total All Payments: Payment Schedule #/Year
Date Payment Interest Principal Loan: 09/01/2016

0.00
0.00
0.00 1:1 09/01/2015 33,645.67

0.00 33,645.67 2:1 12/01/2016 33,645.67 24,080.01 9,565.66 2016 Totals: 67,291.34 24,080.01 43,211.33 Running Totals: 67,291.34 24,080.01 43,211.33 3:1 03/01/2017 33,645.67 23,978.38 9,667.29 4:1 06/01/2017 33,645.67 23,875.66 9,770.01 5:2 09{01/2017 33,645.67 23,771.86 9,873.81 6:2 12/01/2017 33,645.67 23,666.95 9,978.72 2017 Totals: 134,582.68 95,292.85 39,289.83 Running Totals: 201,874.02 119,37286 82,501.16 Source: Internal
Confidential

136 $33,645.57 09/01/2016 06/01/2050 $3,992,380.04 Balance 2,300,000.00 2,266,354.33 2,256.788.67 2,247,121.38 2,237,351.37 2,227,477.56 2,217,498.84 FL!GHTLEVEL !\

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I 6Flightlevel has plans to invest in a new Hangar near the existing T-Hangar-bays with successful tenant subscription. Source: Internal, Google Earth Confidential

•
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I 7... cont'd from Previous Slide. Capital Improvement Project Matrix: 2014-2022 Project Description Terminal Renovation, Hangar Heat Oil-toGas Conversion, Hangar Roof Repair/Replacement, Refininishing
of Maintenance Hangar Floor, Repave Tasos Parking, Reside and Paint Hangar 2· 5 Complex, Various Crack Seal CAP Ramp Rejuvenation and 20,325 sqft M u!ti-U nit Hangar Complex Contruction 18,000 sqft Box Hangar Contruction,

Tbay Demolition Grand Total Source: Googie Earth, FlightLevel Approximate Date Span 2014-2016 2014-2015 2019-2022

Approximate Investment $Amount $650,000 $2,500,000 Estimated $2,850,000 (TBD) $6,000,000 Confidential
Location Lot 6/7 Lot 5, 6/7 Lot 6/7
Status Complete Near Completion: Conditional Financing Approved (Pending Sufficient Leasehold Amortization Term), Hangar Tenants Conditionally Subscribed Planned ._
F LIGHTL EVEL "\i,, ' ,, ' '' ' ' ' 8The extensions have been negotiated and the vast majority of the paperwork completed. FL is respectfully requesting that the NAC approve execution of the extension documents
at this time so that the financing required for the completion
of the CAP Hangar project may be released and serious planning for future projects can begin.

It's about quality service. Every time you land. Every time you take off. And every moment in between. CONTACT: Peter Eichleay President

- FlightLeve/ Aviation 125 Access Rd. Terminal Building 2nd Floor Norwood, MA 02062 Work: 781.769.8680 ext 128 Fax: 781.370.8680 Cell: 703.282.7853 Confidential **~FLIGHTLEVEL**

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# EXHIBIT 152Brandon H. Moss From: Sent: To: Cc: Subject: Attachments: Brandon: eloeffler@hinshawlaw.com Monday, August 24, 2015 5:40 PM Brandon H. Moss TMcCulloch@hinshawlaw.com Boston Executive Helicopters, LLC - Proposed Lease Agreement Security- LOC Provision.DOCX

In lieu ofa guarantorfor the proposed West Apron, Parcel A lease, BEH proposes to provide an irrevocable standby letter ofcredit as security for the lease. The letter of credit would be issued by Bank ofAmerica in the name and for the benefit ofthe Lessor (i.e. the Norwood Airport Commission ("NAG")), have a term of not less than one (1) year (but be deemed to be automatically renewed, without amendment, for consecutive periods ofone year each through the duration ofthe five (5) year lease), and be in the amount of$28,851.20, reduced each year to the amount remaining on the proposed five (5) year lease. The proposed amount ofthe letter of credit was calculated by adding the total rent payments for each year of the lease, taking into account a yearly rent increase oftwo percent (2%) from the preceding year (for years two through five), as set forth in Article Ill ofthe proposed lease agreement. A proposed draft "Security- Letter of Credit" clause for the proposed Lease Agreement is enclosed herewith for your review and consideration. Although I understand that the proposed clause and terms thereof may be subject to further discussion and negotiation, I would ask that you let me know at your earliest convenience whether the concept ofa letter of credit in lieu ofa guarantor is something the NAG is willing to accept. Thank you and I look forward to hearing from you. Regards, Eric Eric H. Loeffler Hinshaw & Culbertson LLP 28 State Street 24th Floor Boston, MA 02109-5709 Tel: 617-213-7010 1 Fax: 617-213-7001 E-mail: eloeff!er@hinshawiaw_com \NWW.Iinkedin.com/in/!oeffiereric 

# HINSHAW

Hinshaw & CulbertsonLLP is anIllinois registered limited liabilitypartnership that has elected to be governed by the Illinois Uniform Partnership Act (1997). The contents ofthis e-mail message and any attachments are intended solely for the addressee(s) named inthis message. This communication is intended to be and to remain confidential and maybe subject to applicable attorney/client and/or workproductprivileges. Ifyou are not the intendedrecipient ofthis message, or ifthis message has been addressed to you in error, pleaseimmediately alert the senderbyreply e-mail andthen delete this message and its attachments. Do not deliver, distribute or copythis message and/or any attachments and if you are notthe intended recipient, do not disclose the contents ortake any actioninreliance upon the information contained in this communication or any attachments.SECURITY- LETTEROF CREDIT: Together with Lessee's execution ofthis lease, Lessee shall deliverto Lessor a clean, irrevocable standbyletter ofcredit ("Letter ofCredit") issuedbyBank ofAmerica, inBoston, Massachusetts (the "Issuing Bank"), which Letter of Credit shall (i) name Lessor as beneficiary thereof, (ii) have a term ofnot less than one(!) year, (iii) be in the amount ofTwenty Eight Thousand Eight Hundred Fifty One Dollars and Twenty Cents ($28,851.20), and (iv) otherwise be in form and content satisfactoryto Lessor inits reasonable discretion. TheLetterofCredit shallprovide that: (a) Lessor may draw (on one or more occasions) an amount up to the face amount ofthe Letter ofCredit upon presentation ofonly a demand for payment in the amount to be drawn, together with a certification executed by a duly authorized representative ofthe Lessor stating that it is entitled to draw on the Letter ofCreditpursuant to the provisions ofthis Lease; (b) the Letter of Credit shall be deemed to be automatically renewed, without amendment, for consecutive periods ofone year each, and shall have a final expiration date ofnot earlier than thirty (30) days after the expiration date ofthis Lease, unless the Issuing Bank sends written notice (hereinafter called the "Non-Renewal Notice") to Lessor, by certified or registered mail, return receipt requested, not less than thirty (30) days next preceding the then expiration date ofthe Letter of Credit, that it elects not to have such Letter ofCreditrenewed; and (c) Lessor, afterreceipt ofthe Non-Renewal Notice, within thirty (30) days prior to the expiration date ofany Letter ofCredit then held by Lessor, unless Lessee replaces the Letter of Credit with a replacement letter of credit within thirty (30) days ofLessor's receipt ofthe Non-Renewal Notice, shall have the right, exercisable by a demand for payment draft only, to draw upon the Letter ofCredit and receive theproceeds thereof. Lessor shall be entitled to draw upon the Letter of Credit in the event Lessee defaults in the performance ofany ofthe terms ofthis Leasebeyondthe expiration ofany applicable notice (the delivery ofwhich shall not be required for purposes ofthis Article ifLessor is prohibited from delivering the same underapplicable law, including, without limitation, all applicablebankruptcy orinsolvency laws), grace or cure periods, orLessee files a voluntary petition under anyFederal or state bankruptcy or insolvency code, law or proceeding, or any obligations ofLessee remain unperformed or unsatisfied as ofthe expiration or earlier termination ofthis lease, including, without limitation, the payment of any rent, Lessor may draw upon, use, apply or retain the whole oranypart ofthe Letter ofCredit to the extentrequired for the payment ofany rent orfor any sum which Lessor may expend or may be required to expend by reason ofthe foregoing, including, without limitation, any damages ordeficiency inthe re-letting ofthe Leased Premises, whether accruing before or after summary proceedings or other re-entry by Lessor. The application of the Letter of Credit hereunder shall not be deemed a limitation on Lessor's damages or a payment ofliquidated damages or a payment ofthe monthly rent due for the last monthofthe term ofthis Lease. Provided that this Lease shall be in full force and effect and Lessee shall not be in default hereunderbeyond applicable notice and cure periods, the Letter ofCredit shall be reduced to the following amounts as ofthe following dates: (a) TwentyThree Thousand Three Hundred Seven Dollars and Twenty Cents ($23,307.20) on the first (1st) day ofthe second (2nd) Lease Year, (b) Seventeen Thousand Six Hundred Fifty Two Dollars and Thirty Two Cents ($17,652.32) on the first (1st) day ofthe third (3rd) Lease Year, (c) Eleven Thousand Eight Hundred Eighty Four Dollars and Thirty Four Cents ($11 ,884.34) on the first (1st) day ofthe fourth (4th) Lease Year,

34543613vl 0964237and (d) Six Thousand One Dollar and No Cents ($6,001.00) on the first (1st) day ofthe fifth (5th) Lease Year. Lessor shall consent to a modification ofthe Letter ofCredit to reduce the amount thereofto the applicable reduced amount (the form and substance ofsuchmodification to be satisfactoryto Lessor in its reasonable discretion) or shall accept a replacement letter ofcredit in the applicable amount which in form and substance is reasonably satisfactory to the Lessor and which otherwise satisfies the requirements hereofand shall thereupon return to the Lessee the original letterofcredit thenbeing heldbythe Lessor. Lessee covenants that itwill not assign or encumber, orattempt to assign or encumber, the Letter ofCredit or any proceeds thereof, and that neither Lessor nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Ifthe Lessor determines, in its sole discretion, that the financial condition ofthe Issuing Bank has so declined as to cause concern that the Issuing Bank may not honor a draw on its Letter of Credit, Lessee shallpromptly, and inany event, within ten (10) business days ofLessor's written demand therefor, obtain a replacement Letter of Credit complying with the terms hereof from another commercial bank acceptable to Lessor with offices for banking purposes in Boston, Massachusetts.

2 34543613vl 0964237

# EXHIBIT 153

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In Attendance: AIRPORT COMMISSION MEETING REGULAR BUSINESS MEETING November 16, 2016

Commissioners: Mark Ryan, Chairman; Michael Sheehan, leslie leBlanc, Airport Manager, Russ Maguire. Meeting Called to Order: 3:01 PM PROJECTS
• AlP project update: Taxiway A relocation, environmental assessment, JeffAdler, DuBois & King Update byJeffAdler. Final EIR has been submitted. Comment period endingfirst week in December. Permittingwill begin. Construction should be in the summer of2018. On a motion by Mr. Sheehan and seconded by Mr. leBlanc, the Commission voted 3/0to pay final Invoice for Environmental Assessment for Taxiway A Relocation in the amount of$29,796.98. Norwood's share is $744.93. On a motion by Mr. Sheehan and seconded by Mr. leBlanc, the Commission voted 3/0to pay final invoice for Wildlife Hazard Assessment in the amountof$9,948.00. Norwood's share is $497.40.

• Flight level CAP project update, Peter Eichleay Summary by Peter Eichleay. The structure has been erected. The doors will be hungshortly afterThanksgiving. Siding and roofing will begin in early December. Final asphalt layer should be done in early December ifweather holds out. Followingthat will be electric, gas, plumbing and fire protection. That should be complete by the end ofthe year. Looking atJanuary forthe buildingto be complete. MINUTES
• October 19, 2016 regular business meeting On a motion by Mr. Sheehan and seconded by Mr. leBlanc, the Commission voted 3/0 accept the Minutes. • October 19, 2016 executive session meeting On a motion by Mr. Sheehan and seconded by Mr. leBlanc, the Commission voted 3/0 accept the Minutes. • June 15, 2016 executive session meeting The acceptance ofthe minutes will moveto'the next meeting ofthe Commission.AIRPORT MANAGER'S REPORT • Mr. Maguire discussed the Airport Manager's Report including asphalt inspection, finalize airport maintenance, grass and brush control, wildlife control. On a motion by Mr. LeBlanc and seconded by Mr. Sheehan, the Commission voted 3/0to approve the Airport Manager's report. NEW BUSINESS • 2016-2017 Snow Removal Agreement, P.J. Hayes, Inc. This is the same contractthat has been used foryears, and updated everyyear. The rates are the same as ayear ago. P.J. Hayes has been plowing on theAirport since 1998-1999. They are a very responsive company. Mr. Sheehan has requested thatthe contract be amended to add the Airport Commission to the liability insurance. Mr. Sheehan would like itto read the Airport Manager, the Assistant Manager and the Airport Commission and theTown of Norwood. On a motion by Mr. Sheehan and seconded by Mr. LeBlanc, the Commission voted 3/0to accept the contract as amended. CORRESPONDENCE • 2016-2017 snow removal agreement: Norwood Airport Commission/P.J. Hayes • FAA sponsor project readiness form: obstruction analysis/AGIS survey/technical MPU • 11/10/16 letterfrom Town Counsel to FAA Office ofChief Counsel re: Part 16 complaint: Boston Executive Helicopters v. Town ofNorwood and Norwood Airport Commission; respondent's motion for leave to file afourth submittal rebuttal On a motion by Mr. Sheehan and seconded by Mr. LeBlanc, the Commission voted by rol.l call to adjourn forthe purpose of Executive Session to discuss the continuing legal issues between NAC and BEH. Discussion ofthose issues in open session would be detrimentaltothe NAC's litigation position. The Commission will leave Executive Session forthe purposes ofadjournment only. Mr. Ryan: Yes Mr.Sheehan: Yes Mr. LeBlanc: Yes Adjourned forthe purposes of Executive Session at 3:16p.m. The Commission returned to Open Session at 3:38 p.m.

.On a motion by Mr. Sheehan and seconded by Mr. LeBlanc, the Commission voted 3/0to adjourn the

November 16, 2016 meeting. The minutes ofthe NAC will be published on the Town Website. MEETING ADJOURNED: 3:38PM