MURPHY, HESSE, TOOMEY & LEHANE, LLP 

Attorneys At Law 

CROWN COLONY PLAZA 

300 CROWN COLONY DRIVE 

SUITE 410 

QUINCY, MA 02169 

75-101 FEDERAL STREET 

BOSTON, MA 02110 

ONE MONARCH PLACE 

SUITE 1310R 

SPRINGFIELD, MA 01144 

TEL: 617-479-5000 FAX: 617-479-6469 

TOLL FREE: 888-841-4850 

www.mhtl.com 

Please respond to Quincy 

VIA FIRST CLASS MAIL 

AND EMAIL (tmcculloch@hinshawlaw.com) 

Timothy I. McCulloch, Esquire 

Hinshaw & Culbertson LLP 

3200 North Central Avenue 

Suite 800 

Phoenix, AZ 85012-2428 

Re: Boston Executive Helicopters, LLC 

Dear Attorney McCulloch: 

Arthur P. Murphy 

James A. Toomey 

Katherine A Hesse 

Michael C. Lehane 

John P. Flynn 

Regina Williams Tate 

Edward F. Lenox, Jr. 

Mary Ellen Sowyrda 

David A. DeLuca 

Donald L. Graham 

Andrew J. Waugh 

Geoffrey P. Wermuth 

Robert S. Mangiaratti 

Kathryn M. Murphy 

Alisia St. Florian 

Thomas W. Colomb 

Doris R. MacKenzie Ehrens 

Clifford R. Rhodes, Jr. 

Karis L. North 

Bryan R. LeBlanc 

Brandon H. Moss 

Michael J. Maccaro 

Kevin F. Bresnahan 

Kathleen Y. Ciampoli 

Brian P. Fox 

Lauren C. Galvin 

Tami L. Fay 

Kier B. Wachterhauser 

Sarah A. Catignani 

Lena-Kate Ahern 

Felicia S. Vasudevan 

Ann M. O'Neill, Senior Counsel 

February 12,2015 

I presume that your representation of Boston Executive Helicopters, LLC ("BEH") 

includes lease matters. If it does not, please advise accordingly. 

At its February 11, 2015 meeting, the Norwood Airport Commission ("NAC") voted to 

conditionally offer a lease for a portion of the West Apron, designated as so-called "Parcel A," to 

BEH. A copy of this lease is enclosed in Tab A. Please note that this lease offer is subject to 

three (3) conditions: (1) BEH has fifteen (15) days to accept the lease offer; (2) BEH has thirty 

(30) days from accepting the lease offer to provide the NAC with detailed financial information; 

and (3) the detailed financial information submitted by BEH is approved by the NAC. The lease 

offer will be considered revoked, and therefore deemed null and void, if any of these conditions 

is not met. 
MURPHY, HESSE, TOOMEY & LEHANE, LLP 

Attorneys At Law 

Timothy I. McCulloch, Esquire 

Hinshaw & Culbertson LLP 

February 12, 2015 

Page 2 

For over a year, the NAC has requested that BEH provide a business plan and detailed 

financial information consistent with BEH's stated intention of operating a commercial fixedbase operator ("FBO") business at the Norwood Memorial Airport ("NMA"). To date, the 

detailed financial information has not been received by the NAC. 

The detailed financial information requested by the NAC is consistent with the NMA 

Minimum Standards, which were issued in accordance with Federal Aviation Administration 

Advisory Circular 150/5190-7. Moreover, given the nature of its proposed FBO operation, 

including the commercial sale of aviation fuel to the public, the NAC has an obligation to protect 

the interests of airport patrons and the public, as well as discouraging substandard and/or unsafe 

would-be service providers. See NMA Minimum Standards at 2. 

For your convenience, I have enclosed a copy of the detailed financial information 

requested by the NAC in Tab B. A copy of the requested detailed financial information was 

previously provided to Christopher Donovan. It is the NAC's expectation that the information 

your client provides will be kept confidential, except to the extent that disclosure is required by 

law. See M.G.L. c. 4, § 7(26). 

At your earliest convenience, please confirm your representation ofBEH for lease 

matters and, if so, as to your client's intentions. Thank you for your courtesy in this matter. 

/bhrn 

Enclosures 

cc: Norwood Airport Commission (via first class mail) 

Russ Maguire, A.A.E., ACE, Airport Manager (via first class mail and email) 

835467vl 
TABA 
Norwood Memorial Airport 

Standard Ground Lease, Short-Term: West Apron, Parcel A 

This Lease Agreement ("Lease" or "Agreement") is made the_ day of February 2015 

by and between the Norwood Airport Commission (NAC) ("Lessor" as defined below or 

"NAC") and Boston Executive Helicopters, LLC ("Lessee", as defined below). 

Lessor: Norwood Airport Commission, acting pursuant to its statutory powers as set forth 

under Massachusetts General Laws, Chapter 90, Sections 51D through 51N, as the same 

may be amended, by and on behalf of the Town of Norwood, and having its usual place 

of business at Norwood Memorial Airport, 125 Access Road, Norwood, MA 02062. 

Lessee: Boston Executive Helicopters, LLC, having its usual place of business at 

Norwood Memorial Airport, 209 Access Road, Norwood, MA 02062. 

I. GROUND SPACE: In consideration of the rent and covenants herein reserved and 

contained on the part of the Lessee to be paid, performed and observed, the Lessor hereby 

leases unto the Lessee a parcel (referred to as Parcel A) of impervious, asphalt-covered 

land containing approximately eleven thousand seven hundred eighty six ( 11, 786±) 

square feet of land (commonly referred to as the "West Apron, Parcel A") and shown as 

"West Apron Leased A" on a plan attached hereto as Exhibit A, which is fully 

incorporated herein and made a part hereof, situated on the Norwood Memorial Airport 

(also referred to as the "Airport") in Norwood, Massachusetts ("Leased Premises"). 

Contained outside and east of the Leased Premises and West Apron and west of the 

north-south taxi-lane centerline, is part of a taxi-lane object-free area (commonly referred 

to as a "TOF A"), also shown on said Exhibit A. Contained outside and north of the 

Leased Premises and West Apron and south of the Gate 3 taxi-lane centerline, is part of a 

TOFA, also shown on said Exhibit A. Neither the north-south taxi-lane TOFA, nor the 

Gate 3 taxi-lane TOFA are part of the Leased Premises. 

II. TERM: Subject to earlier termination as hereunder provided, this Lease is for one 

(1) term of five (5) years, commencing on the 1st day of March 2015 and ending on the 

291

h day of February 2020 ("Term"). 

III. RENT: The rent that the Lessee will pay to the Lessor shall be paid in twelve (12) 

equal monthly installments of Four Hundred Sixty Two and 001100 Dollars ($462.00). 

The first (1 51

) payment hereunder shall be made upon the execution and delivery of this 

Agreement to the Lessor, and subsequent payments shall be made no later than the first 

(1 51

) day of each month thereafter, during the Term thereof. 

For each successive year of this Lease, the rent will increase by two percent (2%) from 

the preceding year. 

The Lessee further agrees to pay the Lessor finance charges of one-and-a-half percent (1 

Yz%) per month (eighteen percent (18%) annual percentage rate) on all rent(s) and 

833784v3 
payment(s) due under this Lease for each month or fraction of a month that the rent(s) or 

payment(s) remain unpaid beyond thirty (30) days after the date on which they are due. 

IV. USE OF THE LEASED PREMISES: The Lessee shall have the right to use the 

Leased Premises for the following purposes and activities described herein, and none 

other. The Leased Premises shall only be used to accommodate the securing of aircraft 

on the six (6) aircraft tie-downs provided on said Leased Premises, and/or to groundhandle aircraft. Further the Lessee agrees to adhere to all environmental requirements. 

Ground-handling includes the fuel servicing of aircraft. 

It is agreed that the Lessor makes no representation or guarantees that the Leased 

Premises is fit for the use(s) to which they are placed by the Lessee, but rather that the 

Lessee has made its own independent judgment that the Leased Premises are suitable to 

the Lessee's needs. 

The use of the Leased Premises shall be conditioned upon the Lessee applying for and 

holding all necessary permits, licenses, certificates and approvals (as applicable) to 

operate as a fixed-base operator on the Airport. Time is of the essence with respect to the 

application for all such permits, licenses, certificates and approvals. The Lessee shall use 

its best efforts to apply for all necessary permits, licenses, certificates and approvals (as 

applicable) to operate as a fixed-base operator on the Airport. The Lessor reserves the 

right to terminate this Lease in the event that the Lessee: does not use its best efforts to 

apply for and hold all necessary permits, licenses, certificates and approvals (as 

applicable) to use the Leased Premises as contemplated herein; does not timely undertake 

the necessary actions to use the Leased Premises as contemplated herein (including 

applying for all necessary permits, licenses, certificates and approvals (as applicable) and 

any required renewal of the same); and/or does not in fact use the Leased Premises as 

contemplated herein. 

V. INSURANCE: The Lessee agrees that it will secure and pay for commercial 

general liability insurance with respect to the Leased Premises, insuring the Lessee and 

the Lessor (including its past, present and future officers, officials, employees, agents, 

servants, representatives, designees, volunteers, boards, committees, commissions, 

departments, and assigns) against all claims for injuries to a person or property sustained 

by anyone while on the Leased Premises. The Lessee agrees to name the Lessor as an 

additional insured. Insurance will also include coverage for any product and service 

provided by the Lessee. Lessee will maintain property and general liability insurance 

with limits of not less than Two Million and 00/100 Dollars ($2,000,000) for personal 

injury including death or such other amount as the Lessor may require from time to time; 

property damage insurance with limits of not less than Ten Million and 00/100 Dollars 

($1 0,000,000) or such other amount as the Lessor may require from time to time; and any 

other type of insurance as may be required by law or by the Lessor with limits in the 

amount(s) specified by law and/or by the Lessor. Higher insurance coverage limits may 

apply based on the Lessee's planned use of the Leased Premises with respect to the 

applicable insurance coverage limits reflected in the Norwood Airport Minimum 

Standards. Insurance must be provided by a responsible company(ies) authorized to do 

833784v3 2 
business in Massachusetts. The Lessee shall provide the Lessor with duplicate originals 

of policies providing such insurance and shall provide reasonable evidence by providing 

an annual updated policy(ies) to the Lessor (including, as applicable, certificate(s) of 

insurance and binder(s)). The Lessee shall promptly provide the Lessor with duplicate 

originals of insurance policies (including, as applicable, certificate(s) of insurance and 

binder(s)) in the event of any material change in the coverage limits, type of insurance, or 

the insurer providing any such insurance. Insurance policies and coverage limits shall at 

all times conform to the applicable rules, regulations, standards, policies, directives, 

guidelines, and other requirements issued by the Federal Aviation Administration 

("FAA''), Massachusetts Department of Transportation (Aeronautics Division) or its 

successor (collectively, "MassDOT"), and the NAC. Copies of all insurance policies 

(including, as applicable, certificate(s) of insurance and binder(s)) shall be filed with and 

maintained in the offices of the NAC. 

VI. ASSIGNMENTS, MORTGAGES, OR SUBLEASES: Neither the Lessee, nor 

its successors, heirs or assigns, shall assign, mortgage, pledge, transfer or encumber this 

Lease or the Leased Premises. A change in the ownership of the Lessee shall be 

considered an assignment and/or transfer for purposes of this section. The Leased 

Premises may not be sub-let for any purpose. If the Lease is assigned, sub-let, or 

transferred (with or without the consent of the Lessor), or any part of the Leased Premises 

is used or occupied by any person or entity other than the Lessee (with or without the 

consent of the Lessor), the Lessor may, after default by the Lessee, collect rent from such 

assignee, transferee, sub-lessee, user and/or occupant and apply any amount collected to 

the rent reserved herein, but no such assignment, transfer, sub-lease, use occupancy, 

and/or collection shall be deemed a waiver of any agreement or condition hereof, or 

acceptance of the assignee, transferee, sub-lessee, user and/or occupant as the Lessee. 

The Lessee shall continue to be liable hereunder in accordance with the terms and 

conditions of this Lease and shall not be released from the performance of the terms and 

conditions hereof. The consent of the Lessor to an assignment, sub-lease, mortgage, 

pledge, transfer, and/or encumbrance shall not be construed as relieving the Lessee from 

obtaining the express written consent to any future transfer of interest (whether by 

assignment, sub-lease, mortgage, pledge, transfer, encumbrance and/or otherwise). 

VII. SPECIAL CONDITIONS: All activities shall be in accordance with the General 

Regulations for Norwood Memorial Airport, Norwood Airport Minimum Standards, 

Norwood Memorial Airport Storm Water Pollution Prevention Plan, Norwood Memorial 

Airport Spill Prevention, Control and Countermeasures Plan, Norwood Memorial Airport 

Security Plan (including restrictive access control to and from the Leased Premises), and 

any other applicable rules, regulations, standards, policies, directives, guidelines, and 

other requirements issued by the FAA, MassDOT, and the NAC, as any of the foregoing 

may be in effect or amended from time to time (including any successor provisions). The 

NAC reserves the right to alter these plans, standards, rules, regulations, guidelines, and 

local requirements as needed to reflect federal and/or state requirements in the future. 

The NAC further reserves the right to alter access to the Leased Premises for safety and 

security reasons. 

833784v3 3 
-STANDARD PROVISIONSVIII. ACCESS AND EGRESS: The Lessee shall at all times have the full and free 

right of access and egress to the Leased Premises referred to herein, subject, however, to 

safety and security requirements. This provision of access and egress applies additionally 

for employees, customers, passengers, guests and invitees of the Lessee. Such rights shall 

extend to persons or organizations supplying materials or furnishing services to the 

Lessee, including the use of vehicles, machinery and equipment reasonably required by 

such person or organization, provided, however, that such use shall conform to plans, 

standards, rules, regulations, guidelines, directives, and local requirements (including 

security requirements) of the NAC regulating such activity. 

IX. RULES AND REGULATIONS: The Lessee agrees to observe and obey the 

General Regulations for Norwood Memorial Airport, and any standards, regulations, 

plans, rules, guidelines, directives, programs, and local requirements incorporated therein 

(collectively referred to as the "General Regulations") adopted by the NAC, as the same 

may be in effect or amended from time to time (including any successor provisions), and 

to conform to such standards, regulations, plans, rules, guidelines, programs, and local 

requirements applicable to the operation of aircraft on an airport also issued by the Lessor 

or any federal or state agency. The Lessee must furthermore comply with the rules, 

regulations, standards, policies, directives, guidelines, and other requirements of the FAA 

and the MassDOT with respect to operation of aircraft on an airport as the same may be 

in effect or amended from time to time (including any successor provisions). The 

provisions of the General Regulations, as amended from time to time, are incorporated 

herein. To the extent the General Regulations are inconsistent with this Lease, the 

General Regulations shall control. 

X. GOOD AND SUFFICIENT REPAIR: It is agreed the Lessor shall be under 

no obligation to maintain or repair the Leased Premises, but the Lessee shall keep the 

Leased Premises in good and sufficient repair and shall quit and deliver up said Leased 

Premises upon termination of the Lease in the same condition they are now in. Ordinary 

wear and tear and damage resulting from natural elements, or circumstances over which 

the Lessee had no control, are excluded from this provision. The Lessee shall be 

responsible for snow removal within the Leased Premises. It is further agreed that 

pavement maintenance and crack seal repair shall be performed by the Lessee at its sole 

expense annually, or more frequently if needed. 

XI. RIGHT TO MAKE IMPROVEMENTS, ALTERATIONS, OR REPAIR: The 

Lessor reserves the right from time to time to make those improvements, alterations, 

renovations, changes and/or repairs in and about the Leased Premises that the Lessor 

deems desirable, other than those hereinbefore provided for the Lessee to do. The Lessee 

shall make no claim against the Lessor for interference with the leasehold interest or for 

loss or damage to its business and/or operations during such said improvements, 

833 784v3 4 
alterations, renovations, change and/or repair. The Lessee shall not hinder or interfere 

with the Lessor in the making of said improvements, alterations, renovations, changes 

and/or repairs in and about the Leased Premises. The Lessor shall have the right at all 

times to erect a building or structure on adjoining or neighboring premises as it deems fit 

or proper, without any liability to the Lessee therefore in any event or any cause. The 

Lessor, as the authorized representative of the Norwood Memorial Airport, is solely in 

charge of determining the nature and scope for improvements to the Airport. Through 

the Airport Layout Plan (ALP) and/or the Airport Master Plan, the Lessor shall determine 

as it seems fit and proper, without any liability to the Lessee, therefore in any event, or 

any cause. The Lessee agrees not to make or suffer to make any improvement, alteration, 

renovation, change and/or repair therein without the approval of Lessor in advance of any 

work. 

XII. LESSEE TO RESTORE PREMISES: In the event the Leased Premises is 

destroyed in whole or in part by fire or other casualty, or by the Lessee's want of care, the 

Lessee shall on receipt of notice from the Lessor promptly rebuild or restore the Leased 

Premises to their previous condition, or alternately, may restore the ground site to preLease condition, and the Lessee may terminate this Agreement upon thirty (30) day's 

prior written notice to the Lessor. The Lessee shall remain liable for any rent and other 

charges due hereunder at all times, notwithstanding rebuilding, restoration or demolition, 

and the Lessor shall not be liable for any costs, expenses or other charges incurred by the 

Lessee attributable to any election of the Lessee hereunder. 

XIII. LESSEE TO COMPLY WITH FIRE PREVENTION LAWS: The Lessee 

shall at all times comply with Massachusetts General Laws Chapter 148, the 

Massachusetts Fire Prevention Regulations, and the rules, regulations and other 

applicable requirements of the Norwood Fire Department for the prevention of fires and 

the environmental safety of the Leased Premises, as is presently in effect and as the same 

may be amended from time to time (including any successor provisions). The Lessee 

shall furthermore comply with the National Fire Protection Association recommendations 

and standards, where applicable. The Lessee shall at its own expense comply with all 

orders relating thereto. 

XIV. INDEMNIFICATION OF LESSOR: The Lessor shall not be liable for any 

claim, liability, loss, expense, cost (including attorney fees), injury, death or damage to 

person or property, which may be suffered, sustained or incurred by the Lessee and its 

agents, servants, representatives, employees, subtenants, visitors, guests, users or 

occupants of the Leased Premises, whether or not such claim, liability, loss, expense, cost 

(including attorney fees), injury, death or damage shall be caused by, or in any way result 

from, or arise out of any act, omission, or negligence of the Lessee or any employee, 

agent, representative, occupant, subtenant, visitor, or user of any portion of the Leased 

Premises, or result from or be caused by any other matter or thing, whether of the same 

kind or of a different kind than the matter of things set forth, and the Lessee shall 

indemnify the Lessor against all claims, liabilities, losses, expenses, costs (including 

attorney fees), injuries, deaths or damages (with legal representation acceptable to the 

833784v3 5 
Lessor). The Lessee hereby waives all claims against the Lessor for damages to 

improvements, alterations, renovations, changes and/or repairs that are now on or 

hereafter may be placed on the Leased Premises and to the property of the Lessee in or 

about the Leased Premises, from any cause arising at any time during the Term hereof. 

The two (2) preceding sentences shall not apply to loss, injury, death or damage by 

reason of the sole negligence or misconduct ofthe Lessor, its agents or employees. 

It is understood that the Lessor shall not be liable in any way to the Lessee and its agents, 

representatives, servants, subtenants, visitors, guests, occupants, or employees for any 

injury to persons or damage to property resulting from the sinking or settlement of the 

land or from any change in the physical condition of the land or from any change in the 

physical condition of the land caused by the elements, erosion or deterioration. 

XV. TAXES: Real estate taxes, if any, on the Leased Premises will be the 

obligation of the Lessee. 

XVI. TERMINATION BY LESSOR: The Lessee hereby covenants with the Lessor 

and its successors and assigns, that it will pay hereof unto the Lessor the monthly rent 

upon the days appointed for payment, and also all taxes and assessments, including any 

penalties of whatever nature. If the Lessee fails to make payments due within thirty (30) 

days on the date on which payment is due, the Lessor may, at its option, terminate this 

Agreement and take possession of the Leased Premises. The Lessor shall have the right 

to terminate this Agreement in the event that the Lessee or its agents, representatives, 

servants or employees cause the Leased Premises to strip, waste or sustain damage, or to 

commit any breach of the covenants of this Lease, and the Lessee shall have the right to 

remove its building or property not held by the Lessor for security of payment. The 

Lessor shall also have the right to terminate this Agreement in the event that the Lessee 

fails to comply with the provisions of this Lease. 

XVII. LESSOR'S RIGHT OF ENTRY: The Lessee shall permit the Lessor and its 

agents, designees, servants, insurers, representatives, attorneys, and employees to enter 

the Leased Premises at all reasonable times for the purpose of inspecting the same, for the 

purpose of posting notices of non-responsibility for alterations or repairs, or to make 

improvements, alterations, renovations, changes and/or repairs as described hereunder, 

without any rebate of rent and without any liability to the Lessee for any loss of 

occupation or quiet enjoyment of the Leased Premises thereby occasioned. 

XVIII. RE-ENTRY AND REPOSSESSION ON DEFAULT: The Lessor may 

terminate this Agreement pursuant to Article XVI hereunder, or for non-payment of rent, 

taxes, assessments, or other payments obligated hereunder, or if the Leased Premises are 

abandoned, surrendered or vacated by the Lessee during the term thereof. 

XIX. LESSEE'S RIGHT TO TERMINATE: In the event the Airport or the 

Leased Premises shall for any reason become unsuitable by reason of any law or 

regulation now or hereafter enforced adversely affecting the Lessee's business, the 

Lessee shall have the right to terminate and cancel this Lease upon giving the Lessor 

833784v3 6 
thirty (30) days' notice in writing, provided, however, that the Lessor may within such 

time, remove such cause for cancellation by placing the Leased Premises in suitable and 

safe condition so as to comply with the law and regulation affecting the same. 

XX. CONFORMITY OF AGREEMENT: The Lessor reserves the right to enter 

into other agreements which authorize the use of the Airport facilities on terms similar to 

those extended to Lessee. However, the Lessor agrees not to enter into any similar 

agreements with respect to the Airport, which contain more favorable terms than this 

Agreement with the Lessee, or to grant potential competitors of the Lessee privileges not 

herein authorized unless the same are extended to the Lessee. 

XXI. SURRENDER OF POSSESSION: On expiration or other termination of this 

Agreement, the Lessee's right to use the Leased Premises, and any other facilities and 

service set forth herein shall cease, and the Lessee shall vacate the premises without 

unreasonable delay. Except as otherwise provided in this Lease, all property bought, 

installed, or placed by the Lessee in, or about the Airport and the Leased Premises, 

including, but not limited to, storage tanks, pipes, pumps, poles, machinery, and air 

conditioning equipment, shall be deemed and shall remain the property of the Lessee. 

The Lessee shall have the right at any time during the Term hereof and for an additional 

ten ( 1 0) days after the expiration or other termination of the Agreement to remove any 

and all of such property from the Airport, subject, however, to the Lessee's obligation to 

repair all damage, if any, resulting from moving or removal. Any and all property not 

removed by the Lessee prior to expiration of the ten (1 0) day period shall thereupon 

became part of the land on which it is located and/or title shall vest with the Lessor at the 

sole election of the Lessor (as applicable). 

XXII. ABANDONMENT OF PREMISES: The Lessee hereby agrees not to 

vacate, surrender or abandon the Leased Premises at any time during the Term hereof. If 

the Lessee shall abandon, vacate or surrender the Leased Premises, or be dispossessed by 

process of law, or otherwise, any personal property belonging to the Lessee and left on 

the Leased Premises shall be deemed to be abandoned, and may either be retained by the 

Lessor as property of the Lessor or may be disposed of at a public or private sale as the 

Lessor sees fit. The proceeds of any property of the Lessee sold at public or private sale, 

or the then current fair market value of such property as may be retained by the Lessor, 

shall be applied by the Lessor against ( 1) the expenses of the Lessor for removal, storage, 

and/or sale of the property, (2) the arrears of rent or future rent payable and other charges 

or payments due under this Lease, and (3) any other damages to which the Lessor may be 

entitled hereunder. The balance of such amounts if any shall be given to the Lessee. The 

Lessor may, at its option, re-let the Leased Premises as agent of the Lessee, however, the 

Lessee shall remain liable for loss or damages resulting from the abandonment, vacating 

or surrender of the Leased Premises. The Lessee hereby waives all rights of notice to 

quit or intention to re-enter the Leased Premises under the provisions of any statute of the 

Commonwealth of Massachusetts, or of this Lease, in the event of abandonment, 

vacating, or surrender of the Leased Premises. 

833784v3 7 
XXIII. SIGNS, AWNINGS, AND MARQUEES INSTALLED BY LESSEE: The 

Lessee shall not construct or place signs, awnings, marquees, or other structures 

projecting from the exterior of the premises without written consent of the Lessor. The 

Lessee shall remove such signs, displays, advertisements, or decorations placed on the 

premises, which, in the sole opinion of the Lessor, are offensive or otherwise 

objectionable. If the Lessee shall fail to remove signs, displays, advertisements, or 

decorations within seven (7) days after receiving written notice from the Lessor to 

remove, then, the Lessor reserves the right to enter the premises and remove the 

objectionable item at the expense of the Lessee. 

XXIV. AGENCY: The Lessee shall not at any time during the period of this 

Lease, or any extensions thereof, act as agent, servant, representative, ass1gn, or 

employee of Lessor, and shall not be liable for failure to so act. 

XXV. NOTICE: All notices to be given with respect to this Lease shall be in 

wntmg. Each notice shall be sent by registered or certified mail, postage prepaid, and 

returned receipt requested, to the party to be notified at the address set forth herein or at 

such other address as either party may from time to time designate in writing. Every 

notice shall be deemed to have been given at the time it shall be deposited in the United 

States mails in the manner prescribed herein. Nothing contained herein shall be 

construed to preclude personal service of a summons or other legal process. 

XXVI. ATTORNEY'S FEES: If any action at law or in equity shall be brought 

by the Lessor to recover rent under this Lease, or for, or on account of any breach hereof, 

or to enforce or to interpret any of the covenants, terms or conditions of this Lease, or for 

the recovery of the Leased Premises, the Lessor shall be entitled to recover from the other 

party as part of the Lessor's costs, reasonable attorney's fee, the amount of which shall be 

fixed by the court, and shall be made part of any judgment or decree rendered. 

XXVII. RIGHT TO CLOSE AIRPORT: The Lessor reserves the right to 

develop, improve, construct, repair, reconstruct, or rehabilitate any or all of the Airport 

facilities, including runways, taxiways, aprons, lighting systems, approach lighting 

installations, beacons, avionics equipment and any other facility which may at times be 

used to provide service to users of the Airport, and in the event that such development, 

improvement, construction, repair, reconstruction or rehabilitation interrupts, 

inconveniences, interferes with or in any way adversely affects Lessee's use of the 

Airport, or any of its facilities, the Lessee does hereby waive any and all claim for 

damages, costs or expenses arising out of such action in carrying out the aforementioned 

functions. The Lessee hereby agrees that the Lessor has not nor hereby represents, 

warrants or guarantees, either expressly or by implication, that the use of the Airport will 

be available continuously or at all times, but that the Airport or any of its facilities may 

be closed by the Lessor in whole or in part for reasonable periods of time as a result of 

causes beyond the control of the Lessor, or for the execution of any or all of the functions 

set forth herein above. 

833784v3 8 
XXVIII. FEDERAL AND STATE REQUIREMENTS: It is mutually understood 

and agreed that in exercising the rights and privileges herein granted for furnishing 

aeronautical services to the public, the Lessee will: a.) Furnish said services on a fair, 

equal and not unjustly discriminatory basis to users thereof, and b.) Charge fair, 

reasonable and not unjustly discriminatory prices for each unit of service; provided, 

however, that the Lessee may be allowed to make reasonable and non-discriminatory 

discounts, rebates or other similar types of price reductions to volume purchasers. 

It is understood and agreed that: a.) no right or privilege has been granted which would 

ser;e to prevent any person, firm, or corporation operating aircraft on the Airport from 

performing any services on its own aircraft with its own regular employees (including, 

but not limited to, maintenance and repair) that it may choose to perform; b.) nothing 

herein contained shall be construed as granting or authorizing the granting of an 

exclusive right within the meaning of Section 308 of the Federal Aviation Act of 1958; 

and c.) no lessee will be given more favorable terms for providing the same public 

service than any other lessee. 

The Lessee for itself and its representatives, assigns, agents, servants, designees, and 

successors in interest, further agrees as a covenant running with the land: a.) No person, 

on the grounds of race, color, or national origin or any other expressly protected class 

under federal or state law, shall be excluded from participation in, denied benefits of, or 

otherwise subjected to discrimination in the use of its facilities. b.) In the construction of 

any improvements on, or under such land and the furnishing of services thereon, no 

person, on the grounds of race, color, or national origin or any other expressly protected 

class under federal or state law, shall be excluded from participation in, denied the 

benefits of, or otherwise be subjected to discrimination, c.) The Lessee shall use the 

premises in compliance with all other requirements imposed by or pursuant to Title 49, 

Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the 

Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs ofthe Department 

of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said 

regulation may be amended, that in the event of a breach of any of the above 

nondiscrimination covenants, the Lessor shall have the right to terminate the Lease, and 

to re-enter and re-possess said land, order the removal of the Lessee's goods and to hold 

said land as if this Lease had never been made or issued. 

This Lease shall be subordinate to the provisions of any existing or future agreement 

entered into between the Lessor and the United States of America for the purpose of 

obtaining federal aid for the improvement and/or development of the airport; that nothing 

in this Lease shall be construed to grant or authorize the granting of an exclusive right; 

that the facilities of Norwood Memorial Airport have been financed in large part by 

grants from the FAA and/or MassDOT, or its precursor entity, meaning that receipt of 

these grants is conditional upon compliance by the NAC with certain assurances, and 

therefore, any term or condition of this lease which is found to be in conflict or 

inconsistent with any such federal and/or state grant assurance shall be subordinated to 

such federal and/or state grant assurance; and that the NAC, in compliance with FAA 

and/or the MassDOT grant assurances, may not and does not give any lessee assurances 

833784v3 9 
of exclusive access or monopolistic rights on or to Norwood Memorial Airport, and thus, 

any commercial activity authorized on the premises of this Lease may be subject to 

competition from others, on or off the Airport. The Lessor has the right to amend this 

Lease to comply with all existing and future FAA and/or MassDOT grant assurances. 

The Lessor reserves the right to cancel this Lease in the event of a national emergency or 

declaration of war by the United States of America, and the Lessor is notified of the 

exercise of the federal government's right to recapture and control the Airport. 

To the extent any of the sections required by Federal or Massachusetts law are 

inconsistent with other, non-statutory sections in this Lease, any statutorily-mandated 

provisions contained herein shall control. 

XXIX. RESERVED RIGHTS: In addition to any rights reserved by the Lessor 

hereunder, the Lessor reserves the right: a.) to further develop or improve the airside and 

landside areas of the Airport as it sees fit, and without interference or hindrance; b.) to 

maintain and keep in good repair the landing areas of the Airport and all publicly owned 

facilities of the Airport, together with the right to direct and control all activities of 

lessees in this regard; c.) to take any action it considers necessary to protect the aerial 

approaches to the Airport against obstruction, together with the right to prevent lessees 

from erecting, or permitting to be erected, any building or other structure on or adjacent 

to the Airport which would limit the usefulness of the airport or constitute a hazard to 

aircraft; and d.) to take any action it considers necessary to comply with any grant 

assurances, obligations, or responsibilities imposed upon the Town of Norwood or the 

Lessor by the FAA and/or MassDOT or its precursor entity, including but not limited to 

entering the Airport's Leased Premises for any reason and/or amending or terminating 

any lease agreement. 

Lessor also reserves the right to recapture the common use ramps of the Airport, or any 

portion thereof, and to redistribute any portion of such ramps in the event a new fixed 

base operator ("FBO") establishes a business on the premises of the Airport in the future, 

based upon the needs of the Airport as determined from time to time by Lessor, 

exercising its discretion, and/or as necessary to comply with any federal or state grant 

assurances, statutes, regulations or other requirements. In the event that the Lessor 

exercises its discretion under this section, an FBO shall have a preferential right to use 

ramp space immediately in front and adjacent to said FBO's facilities, provided that 

nothing contained herein shall be construed as a guarantee of any right to use such ramp 

space. 

XXX. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon 

and inure to the benefit of the heirs, assigns or successors in interest to the parties 

hereunder. 

XXXI. SEVERABILITY: If for any reason any provision of this Lease is 

determined to be unenforceable, that provision of the Agreement will be enforced to the 

maximum extent permissible and the other provisions of this Agreement will remain in 

833784v3 10 
full force and effect. 

XXXII. WAIVER. The failure by the Lessor to enforce any provision of this 

Lease will not constitute a waiver of future enforcement of that or any other provision. 

XXXIII. JURISDICTION. Any legal action or proceeding arising under this 

Agreement will be brought exclusively in the federal courts of Massachusetts or the 

state courts in Norfolk County, Massachusetts, and the parties hereby consent to the 

personal jurisdiction and venue of such courts. 

XXXIV. ENTIRE AGREEMENT. This Lease represents the entire agreement 

between the parties hereto with respect to the matter covered herein. No other 

agreement, representations, warranties, proposals, oral or written, shall be deemed to 

bind the parties. 

XXXV. CAPTIONS. All captions in this Lease are intended solely for the 

convenience of the parties and none shall be deemed to affect the meaning or 

construction of any provision of this Lease. 

IN WITNESS WHEREOF, the parties hereto have duly affixed their hand and seal as of 

the day and year first above written. 

LESSOR: NORWOOD AIRPORT COMMISSION, acting on behalf of the Town ofNorwood 

Approved by Counsel ________ _ 

Printed Name: 

Printed Name: 

Printed Name: 

Printed Name: 

Printed Name: 

Printed Name: 

Printed Name: 

833784v3 11 
LESSEE: 

Name: 

Title: 

833784v3 12 
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LEASE PLAN 

WEST APRON PARCEL A 

FEBRUARY 1, 2015 

SCALE: 1' = 60' 
TABB 
Financial information from the guarantor: 

3 months business bank statements 

Balance sheet 

Income statement 

Cash flow statement- Cash on hand- Financial reserves 

Personal guaranty and Credit report- All individuals 

Dunn and Bradstreet Corporation credit report 

Certificate of good standing 

Proof of Insurance