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RHODE ISLAND AIRPORT CORPORATION

BOARD OF DIRECTORS MEETING

THURSDAY, AUGUST 13, 2020

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NOTICE OF PUBLIC MEETING

RHODE ISLAND AIRPORT CORPORATION BOARD OF DIRECTOR’S MEETING

THURSDAY, AUGUST 13, 2020 AT 8:45 A.M.

Please note this will be a virtual/online meeting using audio format only with no video. There will be no public gathering location and all attendees will be attending virtually, from remote locations.

Documents related to today’s meeting will be posted on our website prior to the start of the meeting, which can be accessed by proceeding to the www.pvdairport.com and clicking on Board of Directors

meeting button on the home screen. The best practices for virtual/online meeting experience can also be found in this folder.

To join the meeting, please click on the Zoom meeting link below, or dial in using the below information.

Please click the link below to join the webinar: https://zoom.us/j/92804051441?pwd=SGY5WFE2bWxWeFVXbWRDZXdrL1VEZz09

If prompted, the meeting passcode is 822713

Or iPhone one-tap : US: +13126266799,,92804051441#,,,,,,0#,,822713# or

+16465588656,92804051441#,,,,,,0#,,822713#

Or Telephone: (646) 558 8656 Webinar ID: 928 0405 1441

Passcode: 822713

For technical difficulties please contact RIAC Information Technology at 401-691-2239 or 401-691-2487 or 401-691-2303.

A G E N D A

1. Approval of the minutes of the Board of Director’s Meeting of June 11, 2020.

2. Open Forum – 10 minutes. If you wish to speak during open forum, pleasecontact Donna Melone at 401-691-2222 or [email protected], by noon onWednesday, August 12, 2020. Please provide whether you will attend via Zoomor call in only and provide your name and phone number, or email, so that wemay unmute your line to speak.

3. Report from the President and CEO.

The President and CEO will give updates on airport operations, airport finances, airportinfrastructure and business development.

(a) Air Service Update

(b) Airport Financial Report Update

(c) Concessions Update

(d) Garage Improvements

(e) GA Strategic Business Plan Update

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https://zoom.us/j/92804051441?pwd=SGY5WFE2bWxWeFVXbWRDZXdrL1VEZz09

(f) Airport Marketing and Website Overhaul Update

4. Pension Committee Update. Consent Item:

(a) Approval to authorize the Plan Administrator to use excess funds in the Plan Expense Account for appropriate Plan expenses.

5. Action Items:

(a) Approval to execute a Contract Agreement with J.H. Lynch & Sons, Inc. in the amount of $2,158,897 for construction and Approval to execute a Task Order with Stantec Consulting Services Inc. in an amount not-to-exceed $197,936.00 (both contracts pending FAA grant award) to complete the construction phase services for construction associated with the Reconstruct Aircraft Parking Ramp and Rehabilitate Taxiway B project at Newport Airport (UUU).

(b) Approval to execute a Contract Agreement with Cardi Corporation, Inc. in an

amount not-to-exceed $21,691,237.50, pending award of FAA grant, to complete the improvements for the Runway 16-34 Reconstruction Project at T. F. Green Airport.

(c) Approval to execute a Contract Agreement with Tower Construction Corporation

in an amount not-to-exceed $157,000 to construct the modifications to the existing northwest hangar door at Hangar 2 at T. F. Green Airport.

(d) Approval to enter into a Net Metering Credit Sale Agreement and exhibits thereto

in substantially the form presented. 6. Executive Session:

The Board will seek to go into Executive Session for the following stated purposes: (a) Motion to approve the minutes of the Executive Session held on June 11, 2020 §

42-46-5(a)(5); and

(b) Review and consideration of proposals received for Request for Proposals number 30806, leases and operation of two food/beverage concession opportunities, consisting of discussion related to a prospective business locating in the state of Rhode Island when an open meeting would have a detrimental effect on the interest of the public, as well as discussion and consideration related to the lease of real property for public purposes wherein advanced public information would be detrimental to the interest of the public. (§42-46-5(a)(6), and §42-46-5(a)(5)); and

(c) Session pertaining to the following litigation matter, Harriet Kniffer, Jacqueline

Abberton, Robert Rutter, Patricia Rutter, Frances Kelly v. Rhode Island Airport Corporation, State of Rhode Island Department of Transportation, WC-2016-0121 (§ 42-46-5(a)(2)); and

(d) Motion to return to open session.

7. Post Executive Session Actions and Announcements:

(a) Motion to seal the minutes of the Executive Session held on August 13, 2020; and

(b) Report on actions taken in Executive Session; and

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(c) Presentation and potential vote to award Request for Proposals No. 30806 and

authorize the President and CEO or his designee to enter into an agreement with a proposing firm for the two Food and Beverage Concession opportunities; and

(d) To authorize the President and CEO, or his designee, to execute a Letter of

Engagement with Adler Pollock Sheehan PC (“APS”) to provide representation for the Rhode Island Airport Corporation (RIAC) and Rhode Island Department of Transportation in the Harriet Kniffer, et al. v. RIAC & RIDOT litigation in accordance with RIGL §37-2-70.

8. Future Meetings:

(a) The next meeting is scheduled for Thursday, September 24, 2020 at 9:30 a.m., in the Mary Brennan Board Room, T. F. Green Airport, Warwick, Rhode Island.

9. Adjournment.

Posted: August 7, 2020 THOSE REQUESTING INTERPRETER SERVICES FOR THE HEARING IMPAIRED MUST NOTIFY MS. BRITTANY PAGLIARINI AT 401-691-2288 OR TDD NUMBER 691-2531 FORTY EIGHT (48) HOURS IN ADVANCE OF THE MEETING SO WE HAVE ADEQUATE TIME TO COORDINATE CLOSED CAPTIONING DURING THE MEETING.

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MINUTES OF MEETING


BOARD OF DIRECTORS

THURSDAY, JUNE 11, 2020 AT 9:00 AM

Please note this was a virtual/online meeting using audio format only with no video.

There will be no public gathering location and all attendees will be attending virtually, from remote locations.

Documents related to the meeting were posted on our website prior to the start of the

meeting, which were accessed by proceeding to the www.pvdairport.com and clicking on Board of Directors meeting button on the home screen. The best practices for

virtual/online meeting experience were also be found in this folder.

To join the meeting, please click on the Zoom meeting link below, or dial in using the below information.

Please click the link below to join the webinar:

https://vhb.zoom.us/j/98137896733?pwd=MUl0VlA3OEE0WUdNWFNVOFdTOVBmUT09 If prompted, the meeting password is 038681

Or iPhone one-tap:

US: +16465588656,,98137896733#,,1#,038681# or +13017158592,,98137896733#,,1#,038681#

Or Telephone: +1 646 558 8656

Webinar ID: 981 3789 6733 Password: 038681

For technical difficulties please contact RIAC Information Technology

at 401-691-2239 or 401-691-2487 or 401-691-2303.

The meeting of the Rhode Island Airport Corporation (RIAC) Board of Directors was called to order by Chair, Jon Savage at 9:10 a.m., in accordance with the notice duly posted pursuant to the Open Meetings Act (R.I.G.L. §42-46-1 et seq.).

BOARD MEMBERS PRESENT: Jonathan Savage; Russell Hahn; Christopher Little; Gregory Pizzuti; Deborah Thomas; Mike Traficante and Jeffrey Bogosian.

BOARD MEMBER ABSENT: None ALSO PRESENT: Iftikhar Ahmad, President and CEO, and those members listed on the

attendance sheet attached hereto.

Mr. Savage stated good morning everyone. This is Jon Savage, Chair of the Rhode Island Airport Corporation Board of Directors, and I am calling this meeting of the Board of Directors to order. Due to the extraordinary circumstances we are now facing this meeting will have no physical attendance at the offices of the Corporation so we may meet the requirements to maintain adequate social distancing and will be conducted through means of audio-only computer and telephone services in accordance with Executive Orders issued by the Governor and guidance

provided by the Director of the Department of Administration and the Attorney General. Mr. Savage noted RIAC has provided remote access to the general public by providing computer access and call in information on the agenda posted both on the Secretary of State and the RIAC website. We

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https://vhb.zoom.us/j/98137896733?pwd=MUl0VlA3OEE0WUdNWFNVOFdTOVBmUT09

will suspend the meeting in the event of audio interruption and we have posted documents related to today’s agenda items on our website, which can be accessed by proceeding to the www.pvdairport.com and clicking on Board of Directors meeting button on the home screen.

Mr. Savage noted if we lose a quorum due to your break we will suspend the meeting until you return. I will now take a Roll Call of the Directors and ask each member of the Board to individually respond as I call out their name: Beginning with myself, Chairman Jonathan Savage is here. Vice Chairman Russell Hahn Treasurer Deborah Thomas Secretary Christopher Little Board Member Michael Traficante Board Member Gregory Pizzuti Board Member Jeffrey Bogosian

Thank you Board members. We have a quorum and will proceed. Please be advised that all votes today will be roll call votes. Please do not cast a vote until your name is called, which will

occur for each action item. Mr. Savage noted roll call votes will follow the same order as the meeting roll call. If at anytime a Board Member needs to leave their post, I would ask that you let us know so that we may keep an accurate record of the meeting.

To help keep the meeting on track, Alicia Seabury, Executive Assistant to Iftikhar Ahmad, President & CEO, will be assisting in facilitating the meeting from this point forward including watching the time allotted.

Ms. Seabury stated thank you Chair. Before we address the Agenda items I would also like

to inform everyone that we are recording the meeting for purposes of documentation. We would ask each speaker to identify themselves before they speak in each instance and I would like to ask all participants to speak slowly and above all to speak one at a time. To any members of the public joining us today, the same rules apply as in all our meetings, that is, there will be a limited time available for public comment at the beginning of the meeting. We encourage the public to listen to

the entire meeting but their participation is limited to the public comment time period. Ms. Seabury noted further, please if you are not speaking, mute your line to minimize feedback. We have technical support on hand, so if you are having difficulties, please call 401-691-2239 or 401-691-2487 or 401-691-2303. We will now begin our agenda items and Mr. Chairman, we turn the meeting back over to you.

1. Approval of the Minutes:

A motion was made by Mr. Traficante to approve the minutes of the Board of Director’s

Meeting of March 12, 2020. The motion was seconded by Mr. Little.

By the following roll call vote, the motion was passed unanimously.

YEAS: Jon Savage Russell Hahn Deb Thomas Chris Little Mike Traficante

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Greg Pizzuti Jeffrey Bogosian

NAYS: None

ABSTAIN: None

2. Open Forum:

Mr. Savage asked if anyone present wanted to speak in Open Forum.

Mr. Richard Langseth stated they would like to address the Board.

Mr. Langseth noted he attended the Finance and Audit Committee Meeting and during the

discussion about Block Island Airport, it was noted the operating loss is $971,000. Mr. Langseth stated the Block Island services are the collection of airport fees and parking fees and noted he believes with one person operating Block Island Airport during the year it would be impossible to

think it would cost 5/6 the amount of Quonset Airport. Mr. Langseth noted he requests the board to review the information in more detail and asked them not to approve that section of the budget.

Mr. Langseth stated that he was also concerned regarding the Capital Budget. The State Capital

Budget Study is being conducted and Mr. Langseth questioned how RIAC can have a five-year capital budget without knowing the statewide planning process which has an aviation redo next year and noted the economic impact to the state based on the general aviation airports information was

from 15 years ago so it needs to be updated as it will be much more. Mr. Langseth asked RIAC to consider the results of the upcoming statewide study in its Capital Budget process.

3. Report from the President and CEO:

Mr. Ahmad presented the President and CEO Report and reported on the following:

Mr. Ahmad stated COVID-19 has significantly impacted RIAC. While we saw growth of 2.8% in January and 4.8% in February. In March, we saw a 53% decline, as compared to March 2019. The average load factor was 51%, compared to 87% the year before.

Mr. Ahmad stated April saw a 96.9% decline compared to April 2019. April’s report brought the year-to-date passenger count to 726,232, a decline of 40%. We believe that we will continue to see significant decline in numbers as the rest of the airports in the US for coming

months until next February. Mr. Ahmad noted the good news is that RIAC has strong liquidity and thus will be able to make it through this rough patch.

Mr. Ahmad stated RIAC also received $24M in Cares Act funding to help airlines deal with rates and charges. We will extend this help to our airline partners over the next three years. This relief in rates and charges will help the airlines while they deal with the pandemic’s impact in the coming years.

Mr. Ahmad noted, if you recall, last year RIAC had requested QDC to solicit input from all stakeholders if they would like to recommend significant changes on the land use associated with the windmills to the RIAC board. RIAC staff received a draft of the notice to stakeholders with information on the QDC’s potential lease of northeastern parcel. They are

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planning to invite all stakeholders to a virtual meeting for the week of June 22nd. RIAC staff has engaged an appraiser to complete an independent valuation of the rent for this potential lease. We hope that all stakeholders will participate in the dialogue by engaging and providing comments to QDC.

Mr. Ahmad stated the Plymouth and Brockton kiosk was installed next to the parking pay-on-foot station in the south side of the terminal. This bus company will provide round trip, express service from Hyannis, MA to T. F. Green Airport with stops in Barnstable, Sagamore, New Bedford and Fall River.

Mr. Ahmad stated RIAC staff submitted a grant application for the purchase of 717 Airport Road. This is a vacant property that is in the Runway Protection Zone (RPZ) of Runway 16. This acquisition is expected to be 100% federally funded.

Mr. Ahmad stated RIAC staff is working on the annual aircraft registration renewal process in Rhode Island. Renewal applications were mailed on June 5th. Aircraft registrations are effective from July 1 to June 30 each year. We expect approximately 220 registrations for approximately $19,000 in annual revenue.

Mr. Ahmad stated RIAC recently met to determine the scope of capital improvements to the long-term parking “Lot E”. Since it is currently closed, and virtually empty of vehicles due to the Covid-19 impacts, now is an opportune time to complete the necessary repairs. RIAC has budgeted approximately $1.3M for this work.

Mr. Ahmad stated IT scanned our firewall logs for activity pertaining to a potential cyber threat based on information provided to us from the FBI. The FBI contacted us when they witnessed our former website for Block Island Airport was being pinged by a potential threat

actor with previous documented harm caused to other agencies. Mr. Ahmad noted no malicious activity was found matching information provided by the FBI. Staff has an update on this matter later in this meeting today.

Mr. Ahmad stated we reached out to our customer service volunteers to discuss their continued interest in participating in the programs once RIAC is able to reestablish the program. All 19 of the volunteers have confirmed interest in returning. RIAC staff will continue to provide updates to the volunteers.

Mr. Ahmad stated RIAC staff is updating the common use ticket counters and queuing area to allow for social distancing for passengers. Customer Service is taking the lead on this set-up with assistance from our building maintenance department.

Mr. Ahmad stated we expect the following airlines to start service soon: 6/14 - Frontier comes back after suspension; 6/25 - Sun Country comes back for the new season; 7/2 - JetBlue comes back after suspension; 7/2 - Southern Airways Express comes back for the new season and 7/6 - United comes back after a suspension.

Mr. Ahmad stated and finally, RIAC recognizes the hurt that this pandemic has forced upon our community and our nation. We offer our sincere condolences to the families whose loved ones have lost their lives battling Covid-19. May they all find peace.

Department Updates:

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(a) Air Service Update

Mr. Schattle noted there was an increase in daily carrier seats and daily departures as well as enplanements and deplanements in February 2020, showing nice trends, until March 2020 when

the COVID-19 pandemic started. Mr. Schattle noted in March 2020, there was a significant decrease in daily carrier seats and departures as well as in the enplanements and deplanements.

(b) Airport Financial Report Update

Mr. Schattle noted prior to the COVID-19 pandemic, we were in line with our strategy across

the board including a reduction in airline costs. Mr. Schattle noted the airline revenues were down

by 26.77% in February. Mr. Schattle stated the non-airline revenue was approximately $2.7 million

in February. Mr. Schattle noted the total operating expenses were down 0.10% for in February.

The General Aviation airports had a net operating loss of $7,700. Mr. Schattle discussed non-operating revenues and expenses noting categories such as PFC, interest expense and other grant

related items are included in these numbers. Mr. Schattle noted that the InterLink’s net loss was $363,745 in February.

Mr. Schattle noted the fiscal year to date through March 2020 airline revenue was $13.7 million, which is down 12% from the prior fiscal year. The non-airline revenue was down 4.89%,

which includes the impacts of the COVID-19 pandemic. Mr. Schattle noted the operating

expenses were consistent with last year. Mr. Schattle noted that the General Aviation Airports had an operating income of approximately $230,000 for the fiscal year to date through March 2020. and discussed non-operating revenues and expenses. Mr. Schattle discussed the Passenger

Facility Charge line item noting that it will fluctuate with enplanement activity. Mr. Schattle noted that the other income included the proceeds related to the transfer of property/leasehold interest at

Newport to the State. Mr. Schattle noted the InterLink facility revenues were $7.4 million with a net loss of $1.2 million fiscal year to date through March.

(c) PVD Master Plan Update – Preferred Alternatives

Ms. Vitt noted the draft PVD Master Plan, with the preferred alternatives, was completed and submitted to the FAA on May 15. Extensive coordination and outreach occurred throughout this process and most recently, we received written approval from Customs and Border Protection

for preferred federal inspection state concepts. Ms. Vitt noted we have also updated our plan of finance to be reflective of the current COVID-19 affect. This ultimately pushes our enplanement forecast to outer years and accordingly shifts the anticipated demand and associated facility

requirements as well. Ms. Vitt noted the next steps will be to respond to any FAA comments and

collaborate with the City of Warwick to prepare for future opportunities. Ms. Vitt mentioned the team is pleased with the Plan and believe it will offer RIAC with flexibility on many fronts in the

decades ahead.

(d) Future Terminal Renovations “Thematic” Update

Ms. Vitt noted this project was initiated to develop a unifying vision to guide development of the interior environment of the terminal and ensure that multiple projects, such as the restrooms or concessions, would complement each other to provide a uniform sense of place. A series of three workshops with members of RIAC, local architects and the Rhode Island School of Design were

held to obtain expertise and feedback on the design concepts. Ms. Vitt noted these workshops

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were led by Alliance who is a world-class architectural firm with expertise in airport terminal design. The workshops focused on visual listening through word and pictorial association to define what is unique to Rhode Island and the region our airport serves. Themes that developed included the coastal culture, a unique heritage and history and the idea that there is so much that can be

reached and so many things to do once you are at T. F. Green Airport. Ms. Vitt noted the colors that resonated with these themes were warm and rich with a combination of whites, blues, robust fall colors, greenery and grays. The textures are abstract and a reflective of natural elements such

as stones, pebbles and wind or breeze for movement. Ms. Vitt noted when you translate all of this into potential finishes; you can begin to populate materials that match the visual themes and begin to form design concepts. We focused on three areas of the terminal to develop conceptual design concepts; the north and south concourse ends, the food court and baggage claim information area.

Ms. Vitt proceeded to review renderings of proposed changes to these locations noting the

inclusion of the above colors and themes. Ms. Vitt noted there remains a lot of work to do as these are initial concepts and in the next few months, we will have the opportunity to get feedback prior to proceeding with the design.

(e) Runway 16-34 Project Update

Ms. Vitt noted we have been working on this project aggressively over the past year. The total program budget is $33 million and the project is on schedule. The design is complete and on

May 12 bid documents were posted. Ms. Vitt noted there is an action item on today’s agenda asking the Board to approve the addition of a Project Labor Agreement into the project. The FAA grant application is due on June 15 and if all goes as planned, we can start construction this August

with an estimated completion date of December 2021.

(f) Terminal Restroom Project Update

Ms. Vitt noted we are working on the design for the renovation of five groups of terminal public restrooms, two in the north concourse, two in the south concourse and one in the departure/arrival level. Bid documents were posted on June 1 and we expect bid results on June

12. Ms. Vitt noted we are getting the grant application ready for submittal to the FAA on June 15 and will follow with requesting board approval this August for construction. The current restrooms

are original to the terminal and are dated, dark and at the end of their life. Ms. Vitt reviewed the design concepts for the renovations noting the new bathroom stall doors are wider and longer than normal and will be made of glass partition that will have a 4” gap from the floor, with just enough

space to pass a mop under, and a zero gap frame around the door so everyone has privacy. Ms.

Vitt noted the counter top is non-porous which makes it naturally antimicrobial and the faucet soap and hand dryer are not only touchless but also wall-mounted instead of deck-mounted so janitorial

staff can wipe down an almost seamless countertop with no spots for germs to hide. Ms. Vitt

noted we have updated and increased fixture counts to meet demands and future growth.

Additional ADA and lactation stations will also be incorporated into the project. Mr. Traficante asked what the construction budget is for this project. Ms. Vitt noted the construction estimate is

$4.1 million. Mr. Traficante asked if the construction is starting in August or November. Ms. Vitt noted we can award the project in August however, there is lead-time in getting the material in

place before they can start demolition, so the anticipated start date is end of September or October.

(g) Cyber Security Update

Ms. Vitt noted as President Ahmad mentioned in his CEO report, on May 14 we were

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contacted by the Federal Bureau of Investigation (FBI), Cyber Division, informing us that a known advanced persistent threat actor had pinged a former Block Island airport website in February 2020. RIAC scanned their firewall logs and past reports back through February with no evidence of threat

to our systems. Ms. Vitt noted this is a persistent problem and a separate third party cyber risk

assessment was initiated in May to find and identify potential system vulnerabilities. Ms. Vitt noted we completed external penetration testing and we are now preparing for internal penetration testing. Final reports are due in August. An update of findings will be provided to the board at the

September Board Meeting. Ms. Vitt reviewed a pie chart of intrusion attempts by severity. Ms.

Thomas asked after reviewing the pie chart, would the latest intrusion attempt be in the critical

section. Ms. Vitt responded that for the FBI to contact us, it would be considered critical. Ms. Vitt also indicated it was important to note that the FBI notified us in May but the website ping

happened in February. The courts had to clear the release of the info to us. Ms. Thomas noted there is quite a bit of this happening at airports and it is very important for us to monitor.

(h) Airport Marketing Update

Ms. Wright noted we accomplished the Winter/Spring campaign, which ran from January 15, 2020 through March 25, 2020. The last part of the campaign was put on hold late March due to COVID-19. As a result, the billboard ads that could not be cancelled due to a signed agreement

were deferred to a portion of the January- March 2021 campaign. Ms. Wright noted approximately 19 million impressions from radio during the Winter/Spring Campaign period. Approximately, 2.5 million impressions from one week of bonus radio to support the USA Today’s Readers’ Choice awards. And over 12 million from our out-of-home billboards. Ms. Wright noted the first CEO email blast was sent out in May 2020 and there were 32,000 views. The open rate for the email blast was 37.1%, which is way above the average, which is approximately 16% (According to source:

Constant Contact April 2020). Ms. Wright noted there is currently a promotional campaign on the Condé Nast Traveler Readers’ Choice Awards from April to June 2020. There are creative efforts around this campaign. If you have not voted, we encourage you to visit www.cntraveler.com. The winner will be announced in the magazine’s November issue.

4. Finance and Audit Committee Update

Ms. Thomas noted the Finance and Audit Committee met prior to the Board Meeting to

review the proposed budget for Fiscal Year 2021. Ms. Thomas noted RIAC was on track for the $6.5 CPE prior to the COVID-19 pandemic. There was good fiscal management in this budget that offers liquidity for the next several years. It is going to take that amount of time for the

enplanements to return. Ms. Thomas noted we are on a mid-ground, making sure we have affordable expenses. T. F. Green’s plan will subsidize the General Aviation airports because RIAC

pays for airfield maintenance for all the facilities. Ms. Thomas noted construction projects included in the budget will take several years to complete. Lastly, Ms. Thomas informed the Board members that the Finance and Audit Committee voted to recommend passage of the budget by the Board of Directors.

Consent Item:

(a) Approval of the Fiscal Year 2021 budget.

A motion was made by Ms. Thomas and seconded by Mr. Little to approve the Fiscal Year 2021 budget in substantially the form presented.

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YEAS: Jon Savage Russell Hahn Deb Thomas Chris Little Mike Traficante Greg Pizzuti Jeffrey Bogosian

NAYS: None

ABSTAIN: None

5. Action Items:

(a) Approval to execute a marketing agreement with the New England Patriots

(Patriots), or appropriate party, for marketing and advertising rights in

exchange for waived airport fees at T. F. Green Airport through June 30, 2025.

Mr. Schattle noted we are completing our third year of this arrangement with the New England Patriots. The New England Patriots provide marketing and advertising, including T. F. Green being designated as “Official Airport of the New England Patriots,” in return for waived

airport fees. Mr. Schattle noted that the Patriots reported $1.151 million of value for this fiscal year. This marketing agreement will run through June 30, 2025 and will include a termination

clause that will allow either party to terminate the agreement with 180 days’ notice. Mr. Hahn

asked if it will be one aircraft or two. Mr. Schattle noted the majority of the time will be one aircraft with certain periods being two.

A motion was made by Mr. Little and seconded by Ms. Thomas to approve the recommendation. By the following roll call vote, the motion was passed unanimously.


NAYS: None

ABSTAIN: None

(b) Approval to execute an amendment to the Parking Management Agreement with

LAZ Parking Limited, LLC.

Mr. Savage recused himself and stepped away from the computer.

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Mr. Schattle noted this amendment is centered around the impacts of the COVID-19

pandemic. Mr. Schattle noted the agreement includes a revenue split of 80% to RIAC and 20% to LAZ. However, as a result of the COVID-19 situation, parking revenues have declined resulting in less revenues for LAZ to cover operating costs. RIAC worked with LAZ to develop the recommended amendment including the two year extension and LAZ retaining the first $60,000 in monthly gross revenue for the months April, May and June 2020 to partially cover fixed costs,

which will be $180,000 in the fiscal year. Mr. Schattle noted in this amendment RIAC will defer up to $50,000 for July, August and September 2020, which will be remitted to RIAC by December 31, 2020. The agreement includes a termination clause that allows either party to terminate the

agreement with 180 days’ notice. Mr. Hahn asked, noting the termination clause, it is just our way of working with them and coping with the current situation to hopefully avoid a termination by

LAZ leaving RIAC with no one to run the parking.. Mr. Schattle confirmed yes and staff feels it is appropriate in dealing with the COVID-19 pandemic.

A motion was made by Mr. Traficante and seconded by Mr. Little to approve the

recommendation.


YEAS: Russell Hahn Deb Thomas Chris Little Mike Traficante Greg Pizzuti Jeffrey Bogosian

NAYS: None

ABSTAIN: None

Mr. Savage returned to the table.

(c) Approval to execute a Professional Services Agreement, and subsequent Task

Orders, with Application Software Technology Corporation in the estimated

amount of $226,800 over five years for Oracle Support and Maintenance

Services.

Ms. Williams noted RIAC utilizes Oracle for financial and accounting software. RIAC issued a Request for Proposal (RFP) for oracle maintenance and support services. RIAC received eight proposals and after review and based on the needs and requirements of RIAC, the selection committee unanimously recommended AST Corporation, the lowest cost provider for these

services. Mr. Pizzuti asked if this was our existing vendor. Ms. Williams confirmed that it was.

A motion was made by Mr. Hahn and seconded by Mr. Traficante to approve the recommendation.


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NAYS: None

ABSTAIN: None

(d) Approval to execute an amendment to the Rhode Island General Aviation

Airport Full Service Fixed Base Operator Agreement with FlightLevel Aviation to

extend the current agreement to provide aviation services at Block Island

Airport for one year as a pass through arrangement with a total estimated

operating expense of $195,000.

Mr. Goulart noted FlightLevel has provided the following services for the last two years at our General Aviation airport in Block Island: collection of airport fees (landing fees, aircraft parking fees), aircraft operator assistance (parking assistance, radio communications), general cleaning

services (restrooms and lobby) and general customer service. Mr. Goulart noted the extended

agreement will run from July 1, 2020 to June 30, 2021 at an estimated cost of $195,000. Mr.

Savage noted there has been issues with cleanliness and complaints in the past, and asked how is

the service recently. Mr. Goulart noted there has only been one or two complaints in the last six months mostly due to timing. There seem to be more complaints during the summer months due to

volume. Mr. Savage asked generally, has the company improved from prior years. Mr. Goulart confirmed yes.

A motion was made by Mr. Traficante and seconded by Mr. Hahn to approve the recommendation.



NAYS: None

ABSTAIN: None

(e) Approval to bind the annual insurance programs renewing on June 30, 2020.

Mr. Goulart noted eight policies will renew on June 30, 2020 with expiring premiums of

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$986,305. RIAC worked through our broker and marketed the various policies with a resulting

renewal premium of $1,016,000 or approximately $29,000 higher than expiring premiums. Mr.

Goulart noted the FY21 budget assumed a $75,000 increase.

A motion was made by Mr. Little and seconded by Mr. Hahn to approve the recommendation.



NAYS: None

ABSTAIN: None

(f) Approval for use of a Project Labor Agreement to be attached to bid documents

for contractor use during implementation of the Runway 16-34 Reconstruction

project at PVD.

Ms. Vitt noted in February 2020, RIAC began contemplating adding a Project Labor

Agreement (PLA) to the Runway 16/34 Reconstruction project. Ms. Vitt noted a PLA is encouraged by a 2009 executive order for projects exceed $25 million. This project is

approximately $27 million. Ms. Vitt noted Rhode Island requires an analysis be performed prior to using a PLA and this assessment was completed in April 2020. The results noted a PLA would provide stability, quality, safety and competitive prices. RI Builders Association worked with RIAC to draft a PLA to be included in the bid documents. There is concurrence with the PLA from FAA

and USDOT.

A motion was made by Mr. Traficante and seconded by Mr. Little to approve the recommendation.



NAYS: None

ABSTAIN: None

15

(g) Election of officers: Michael Traficante, Vice Chair, Christopher Little, Secretary

and Deborah Thomas, Treasurer.

Mr. Savage noted this will most likely be Mr. Hahn’s last meeting as a new board member is

awaiting senate approval and is expected to start shortly. Mr. Hahn has been a pleasure to serve

with and his visions, experience and knowledge is invaluable. Mr. Savage thanked Mr. Hahn for

his service to the board. The Vice Chair position has to be filled with Mr. Hahn leaving the board.

Mr. Hahn noted it was a pleasure to serve on this board and he feels strongly in the leadership.

Mr. Hahn wished RIAC continued success. Mr. Ahmad thanked Mr. Hahn for his service noting he was invaluable to our team and he dedicated a lot of his time to the board and the organization. Our team is grateful for his service and we hope he will continue to be available for his knowledge.

A motion was made by Mr. Hahn and seconded by Ms. Thomas to approve the recommendation.



NAYS: None

ABSTAIN: None

6. Executive Session:

At approximately 10:33 a.m., a motion was made by Mr. Hahn and seconded Mr. Traficante to go into Executive Session for the purpose of discussing the following items:

The Board will seek to go into Executive Session for the following stated purposes:

(a) Motion to approve the minutes of the Executive Sessions held on March 12, 2020 § 42-46-5(a), (2), (5) and (7); and

(b) Discussion related to the lease of real property for public purposes and the

disposition of public property wherein advanced public information would be detrimental to the interest of the public, discussion regarding the negotiation of an Airline Operating Agreement and Terminal Building Lease for a term beginning July 1, 2020 § 42-46-5(a)(5); and

(c) Discussion related to the lease of real property for public purposes and the

disposition of public property wherein advanced public information would be detrimental to the interest of the public, discussion regarding the negotiation of two Concession and Lease Agreements with Carry On Coffee, Inc., a Dunkin Franchisee and with Paradies Lagardere for terms beginning July 1, 2020 § 42-46-5(a)(5); and

16


YEAS: Jon Savage Mike Traficante Deb Thomas Chris Little Greg Pizzuti Jeffrey Bogosian Russell Hahn

NAYS: None

ABSTAIN: None

Mr. Traficante departed the meeting at approximately 11:09 a.m.

(d) Motion to Return to Open Session.

At approximately 11:09 a.m., a motion was made by Ms. Thomas and seconded by Mr.

Hahn to return to Open Session.


YEAS: Jon Savage Deb Thomas Chris Little Greg Pizzuti Jeffrey Bogosian Russell Hahn

NAYS: None

ABSTAIN: None

6. Post Executive Session Actions and Announcements:

(a) Motion to seal the minutes of the Executive Session held June 11, 2020.

A motion was made by Mr. Hahn and seconded by Mr. Little to seal the minutes of the Executive Session in accordance with R.I.G.L. § 42-46-7.



17

NAYS: None

ABSTAIN: None

(b) Report on Actions Taken in Executive Session.

During the Executive Session, a motion was made by Mr. Little and seconded by Ms.

Thomas to approve the sealed minutes of the Executive Session held on March 12, 2020.


YEAS: Jon Savage Mike Traficante Deb Thomas Chris Little Greg Pizzuti Jeffrey Bogosian Russell Hahn

NAYS: None

ABSTAIN: None

(c) Consideration and potential vote authorizing the President and CEO, or

designee, to enter into an Airline Operating Agreement and Terminal Building

Lease for a term beginning July 1, 2020 or to establish rates by resolution

effective July 1, 2020.

Mr. Schattle noted the current airline agreements expire on June 30, 2020. Prior to the COVID-19 pandemic, RIAC and the Signatory airlines were planning to extend the current agreement for a five-year period. However, at this time, airlines are unable to commit to a five-year

extension. Mr. Schattle noted that a one-year extension is likely at this time due to the fluidity of the market, with the recommendation to authorize the President and CEO to establish either rates by resolution, or execute a single year or multi-year extension to the Signatory Airline Agreement. RIAC staff will work with the airlines to establish an arrangement for the deferral of payments for a period through December 2020.

A motion was made by Mr. Hahn and seconded by Ms. Thomas to approve the recommendation.



18

NAYS: None

ABSTAIN: None

(d) Consideration and potential vote authorizing the President and CEO, or

designee, to enter into a Concession and Lease Agreement with Paradies

Lagardere for a term beginning July 1, 2020.

Mr. Schattle noted similar to the prior approval item, the amendment to the concession and

lease agreement is recommended due to impacts of the COVID-19 pandemic. Mr. Schattle

reviewed the aspects of the proposed amendment. Mr. Schattle noted Paradies will invest $4

million of capital at the airport. Mr. Hahn noted it is nice to see Paradies and RIAC working together through this pandemic.

A motion was made by Ms. Thomas and seconded by Mr. Hahn to approve the recommendation.



NAYS: None

ABSTAIN: None

(e) Consideration and potential vote authorizing the President and CEO, or

designee, to enter into a Concession and Lease Agreement with Carry On

Coffee, Inc., a Dunkin Franchisee, for a term beginning July 1, 2020.

Mr. Schattle noted similar to the Paradies agreement discussed, COVID-19 has had a significant impact on concessionaires here, nationally and globally. SSP reached out to RIAC to

notify them they were unable to enter into new long-term agreements at this time. Mr. Schattle noted RIAC reached out to Dunkin and drafted an agreement with a local franchisee. The only food

and beverage option currently at T.F. Green is the Dunkin found on the north concourse. Mr.

Schattle noted RIAC staff negotiated the following terms for the agreement: 15% annual gross revenue, up to $1,500,000 and 20% annual gross revenue in excess of $1,500,000. This term will be twelve-months with a mutual option to extend for one additional year and will include a termination clause that will allow either party to terminate the agreement with 180 days’ notice.

A motion was made by Mr. Hahn and seconded by Mr. Little to approve the recommendation.


19


NAYS: None

ABSTAIN: None

7. Future Meetings:

The next Board Meeting will be held on Thursday, July 9, 2020 at 8:30 a.m. in the Mary Brennan Board Room, T. F. Green Airport, Warwick, Rhode Island.

8. Adjournment:

Mr. Hahn moved to adjourn at approximately 11:30 a.m. Ms. Thomas seconded the motion.



NAYS: None

ABSTAIN: None

Respectfully submitted, Jon Savage, Chair Rhode Island Airport Corporation

20

PUBLIC ATTENDANCE SHEET


MEETING OF THE BOARD OF DIRECTORS

THURSDAY, JUNE 11, 2020

NAME AFFILIATION Brian Schattle RIAC Alicia Seabury RIAC Donna Melone RIAC Christine Vitt RIAC Kellie Wright RIAC Nicole Williams RIAC Jeff Goulart RIAC John Goodman RIAC Don Stubbs RIAC Joseph Rodio, Jr. Rodio & Ursillo Richard Langseth Constituent Tracie Manna Chinetti Fuse Ideas Michael Holmes Constituent Susan Nichols VHB Woody Creswell Paradies Guillaume de Ramel Constituent Henry duPont Constituent

21

The minutes of the Executive Session of the Board Meeting on June 11, 2020 have been sealed in accordance with R.I.G.L. § 42-46-7(c).

22

EXHIBIT 1

23

To: Board of Directors

From: Iftikhar Ahmad President and CEO Through: Christine Vitt Sr. Vice President & Chief Infrastructure Officer Date: July 10, 2020

Subject: ACTION ITEM: 5(a) Reconstruct Aircraft Parking Ramp and Rehabilitate Taxiway B at Newport Airport Contract Agreement and Task Order for RIAC Construction Contract No. 26345

STAFF ANALYSIS

RECOMMENDATION: To authorize the President and CEO, or his designee, to execute a Contract Agreement with J.H. Lynch & Sons, Inc. (J.H. Lynch) for construction in the amount of $2,158,897 for construction and to execute a Task Order with Stantec Consulting Services Inc. (Stantec) in an amount not-to-exceed $197,936 (both contracts pending FAA grant award) to complete the construction phase services for construction associated with the Reconstruct Aircraft Parking Ramp and Rehabilitate Taxiway B project at Newport Airport (UUU). BACKGROUND INFORMATION: The existing based aircraft parking ramp at Newport Airport (approximately 107,000 square feet) consists of

a bituminous concrete surface that is in poor condition. There are thirty existing tie-down parking locations

on the ramp, and the existing tie-down anchors have heaved out of the ground, creating a surface hazard.

Additionally, the northeastern edge of the parking ramp (approximately 28,000 square feet) is located within

the Runway 16-34 Object Free Area (ROFA) and is therefore not usable for aircraft parking.

To correct these conditions, Stantec Consulting Services, Inc., (Stantec) was selected in 2016 through a competitive, FAA compliant, Request for Qualifications (RFQ) process, to perform the design and construction phase services. The project was initiated and put on hold at 70% design due to lack of FAA funding, as RIAC was having difficulties removing vegetative obstructions to runway approaches. The project was reinvigorated in 2020 when federal funding became available and a scoping meeting was held with FAA and Stantec on May 4, 2020 and the process of scope and fee development was initiated. An Independent Fee Estimate (IFE), as required under FAA guidance for an AIP funded project, was conducted by Ballantine Aviation Consulting Services and approved by FAA. The design includes full depth reconstruction of the based aircraft parking ramp, including the shifting of the

ramp towards the southwest to avoid interference with the ROFA. The newly-constructed ramp will include

the same number of aircraft tie-down parking locations (thirty), but the size of the ramp will be increased

slightly to 119,000 square feet to accommodate proper taxi lane object free areas and wingtip clearances per

FAA guidelines. Taxiway B, which is adjacent to the based aircraft parking ramp, will also be reconstructed,

in part to accommodate the new ramp geometry and grading requirements.

The contract documents were advertised for public bid on April 29, 2020, and bids were opened on May 20, 2020. The following six bids were received:

24

Contractor Bid Amount

J.H. Lynch & Sons, Inc. $2,158,897.00

Cardi Corp. $2,164,118.00

DiGregorio $2,479,409.00

Key Corp. $2,647,515.00

Manafort Brothers Inc. $2,940,471.79

East Coast Landscaping & Construction Inc. $3,301,330.00

J.H. Lynch was the lowest bid received, at $2,158,897, which is 36% lower than the Engineer’s Estimate of $3,365,000. Stantec performed an analysis of the bids, and as summarized in a letter dated June 12, 2020, they recommended that RIAC award the contract to J.H. Lynch. This project is included in the Fiscal Year (FY) 2020 capital budget. Funding is anticipated to be nearly 100% through an FAA AIP grant resulting from the 2020 CARES Act. FAA identified approximately $32,000 in design costs that they deemed ineligible for funding reimbursement due to a reduction in project scope from what was originally approved. SCOPE OF WORK: The construction portion of the project to be performed by J.H. Lynch, includes the following items of work:

Installation of erosion controls

Installation of a temporary gate for construction access

Removal and/or reclamation of existing pavement

Earthwork

Installation of subbase and aggregate base materials

Placement of bituminous concrete

Installation of underdrains

Installation of stormwater improvements, including catch basins, drain pipe and stormwater chambers

Pavement markings

Tie-down anchors

Topsoil and seed The construction phase services to be performed by Stantec includes construction administration, technical

observation of construction, and general project administration including:

Facilitate a pre-construction conference

Prepare a construction management plan

Prepare necessary construction correspondence

Shop drawing review

Attend weekly construction meetings and a pre-paving meeting

Prepare change orders, answer requests for information, and prepare field sketches

Attend the final inspection and prepare a punch list

Prepare record drawings, project close-out report, and update the Airport Layout Plan

Full time resident inspection during Construction

Ensuring construction is carried out in reasonable conformity with the contract documents

Ensuring compliance with the Construction Safety and Phasing Plan (CSPP)

Maintaining files of shop drawings, test reports and certifications

Informing the contractor of known deficiencies

Preparation of daily reports

Field-measuring quantities and reviewing Contractor pay requisitions

25

Reviewing certified payrolls and performing labor interview

Maintaining a field book to document the work in progress including weather conditions, contractor crew size and equipment on site, and number of hours worked

Limited survey QA checking of Contractor’s layout

Soil Erosion and Sediment Control (SESC) Inspections

QA Materials Testing ALTERNATIVES: The following alternatives were considered:

1. Do Nothing: The intent of the reconstruction project is to repair deteriorated pavement, remove hazards created by the existing tie-down anchors, and removing pavement within the ROFA. This alternative is not ideal, as the ramp pavement will continue to deteriorate and potentially affect its utility. We further will likely forfeit the nearly 100% funding opportunity of the CARES Act. RIAC staff does not recommend this alternative.

2. Authorize the President and CEO to execute the Contract Agreement with J.H. Lynch in the amount of $2,158,897 and the Task Order with Stantec Consulting Services Inc. (Stantec) in an amount not-to-exceed $197,936. The ramp will be reconstructed, correcting deficiencies and providing a fully serviceable ramp for airport users for at least 20 years. Additionally, this project will receive nearly 100% FAA funding in FY 2020. RIAC staff recommends this alternative.

ANTICIPATED PROJECT MILESTONES:

Notice to Proceed August 17, 2020, pending receipt of FAA grant

Start Construction September 2020

Construction Substantially Complete December 2020

26

EXHIBIT 2

27



Subject: ACTION ITEM: 5(b) Runway 16-34 Reconstruction – Construction Contract Agreement - T. F. Green Airport

STAFF ANALYSIS

RECOMMENDATION: To authorize the President and CEO, or his designee, to execute a Contract Agreement with Cardi Corporation Inc. (Cardi) in an amount not-to-exceed $21,691,237.50, pending award of FAA grant, to complete the Improvements for the Runway 16-34 Reconstruction project at T. F. Green Airport (PVD). BACKGROUND INFORMATION: On May 16, 2019, the Federal Aviation Administration (FAA) announced the intent to award the Rhode Island

Airport Corporation (RIAC) a 30-million-dollar Airport Improvement Program (AIP) grant for the

reconstruction of Runway 16-34 at PVD. Runway 16-34 is 6,081 feet long and was originally constructed with

Portland Cement Concrete (PCC) Pavement in the 1930’s, with a ‘W’ shaped cross section that does not

currently meet FAA criteria. In 1978, the PCC runway pavement was rehabilitated with a bituminous concrete

surface, and an additional bituminous concrete overlay was completed in 2004. Most recently in 2015,

approximately 1,531 feet of the Runway 34 end pavement was reconstructed to full depth with FAA-

compliant transverse grades, with a 125-foot mill and overlay transition to meet the existing runway

southeast of the intersection of Runway 16-34 and Taxiway B. This project consists of full depth

reconstruction of the remaining portion of Runway 16-34, as well as rehabilitation (mill and overlay) of the

Runway 16-34/Runway 5-23 intersection.

SCOPE OF WORK: The project design contract was executed with Stantec Consulting Services Inc. (Stantec), in October 2019. The design was complete in May 2020. Contract documents were prepared and packaged and the work was publicly advertised through a competitive, FAA compliant, Invitation for Bid (IFB) process. The total length of Runway 16-34 to be reconstructed or rehabilitated is approximately 4,650 linear feet. The project will also incorporate all four bid alternates, including the rehabilitation of the Runway 16-34/Runway 5-23 intersection, reconstruction and/or rehabilitation of intersecting taxiways and installation of a new electrical duct bank across the North Ramp. The finished heavy-duty runway pavement will be 150 feet wide with 25-foot wide shoulders. In full-depth reconstruction areas, the existing bituminous concrete layer and underlying Portland Cement Concrete (PCC) Pavement layer will be removed, and the pavement section will be reconstructed with new subbase course, base course and bituminous concrete layers. New edge lighting, guidance signs and other airfield electrical infrastructure including duct banks, hand holes and conduit/cabling are included. Stormwater improvements consisting of new drain inlets, drainpipe and significant stormwater Best Management Practices (BMPs) are included with the project. The side safety areas of Runway 16-34 will be re-graded, which will include earthwork (cuts and fills), a new topsoil surface layer and seeding. The completed runway pavement surface will be grooved, and new pavement markings

28

will be applied to all runway and taxiway pavement within the project area. The runway was designed to FAA Runway Design Code (RDC) C-III standards.

The project’s contract documents consisted of a base bid and four additive alternatives. Bid documents were made available on May 12, 2020, a Pre-Bid Conference was held on May 27, 2020, and bids were opened and read publicly on June 9, 2020. Four Bids were received and are listed with the Engineer’s Estimate in Table 1. Stantec reviewed the bid documents and determined that Cardi was the lowest responsive and responsible bidder through a competitive, FAA compliant, Invitation for Bid (IFB) process. Table 1

Cardi

Corporation DiGregorio,

Inc. J.H. Lynch &

Sons, Inc. Manafort

Brothers Inc. Engineer’s Estimate

Base Bid $17,210,614.00 $18,419,927.00 $21,299,719.00 $21,328,946.56 $25,190,819.00

Add. Alt. No. 1 $870,225.00 $1,206,777.50 $1,331,394.04 $1,394,803.80 $2,004,637.00

Add. Alt. No. 2 $1,896,232.75 $1,964,696.00 $2,401,642.75 $2,828,049.45 $3,076,731.00

Add. Alt. No. 3 $1,363,722.50 $1,486,175.50 $1,492,192.02 $1,927,936.40 $2,226,018.00

Add. Alt. No. 4 $350,443.25 $485,152.25 $437,267.25 $449,099.04 $457,830.00

Total $21,691,237.50 $23,562,728.25 $26,962,215.06 $27,928,835.25 $32,956,035.00

This project is included in the Fiscal Year (FY) 2020 capital budget. Funding is estimated to be approximately $19,522,113.75 through an FAA AIP grant and $2,169,123.75 through Passenger Facility Charges and/or local dollars. ALTERNATIVES: The following alternatives were considered:

1. Do Nothing: The intent of the reconstruction project is to repair deteriorated pavement and correct substandard geometry and grading, as required by FAA standards. This alternative is not ideal, as the runway will continue to deteriorate and potentially affect its utility. We further will likely forfeit the supplemental grant opportunity of up to $30 million. RIAC staff does not recommend this alternative.

2. Authorize the President and CEO to execute the Contract Agreement with Cardi in the amount of $21,691,237.50: A portion of Runway 16-34 was recently reconstructed in 2015. This option would complete what was started and reconstruct the remaining portion of the runway, providing a fully serviceable runway for at least 20 years. Additionally, this project will receive FAA AIP grant funding from FFY 2020 in the amount of up to $30 million. RIAC staff recommends this alternative.

ANTICIPATED PROJECT MILESTONES: Upon approval, work can begin and the milestone targets below have been established:

Construction Notice to Proceed August 14, 2020, pending award of FAA grant

Construction Substantial Completion December 2021

Closeout Process Complete March 2022

29

EXHIBIT 3

30



Subject: ACTION ITEM: 5(c) Modifications to Hangar 2 Northwest Door – Construction Contract Agreement - T. F. Green Airport

STAFF ANALYSIS

RECOMMENDATION: To authorize the President and CEO, or his designee, to execute a Contract Agreement with Tower Construction Corporation (Tower) in an amount not-to-exceed $157,000 to construct the modifications to the existing northwest hangar door at Hangar 2 at T. F. Green Airport (PVD). BACKGROUND INFORMATION: Several years ago, the northwest Hangar 2 door was damaged while in the open position during a microburst that came through the area. Since then, several repairs have been made to damaged door parts in order to keep it operational. Most recently, however, the operation of the door has become problematic, causing parts to fail more frequently, indicating the likely presence of underlying issues from the microburst. A preliminary engineering inspection was performed by Pare Corporation (Pare), resulting in a recommendation to cease making door repairs and ultimately cease operating the door, due to its compromised integrity. That inspection prompted the need for further discussions, analysis, and design on how to address the issue, and keep the building operational for the impacted tenant. Pare ultimately designed modifications to the door that will permanently close it, mitigating the operational safety concern, but retrofits the door in such a way to provide acceptable ingress/egress access for the current tenant, FedEx. The project design was then packaged and publicly advertised through a competitive Invitation for Bid (IFB) process. The contract documents were advertised for public bid on July 1, 2020, a Pre-Bid Conference held on July 2, 2020, and bids opened on July 13, 2020. One bid was received in the amount of $157,000.00, approximately 25% less than the Engineer’s Estimate of $210,000.00. Pare reviewed the bid documents, determined that Tower’s bid was reasonable in comparison with their estimate and ultimately recommended that the Rhode Island Airport Corporation (RIAC) award a contract to Tower to execute the work. This project is included in the Fiscal Year (FY) 2021 capital budget. Funding is estimated to be $157,000 through local dollars. SCOPE OF WORK: The project consists of permanent anchorage of the existing steel-framed hangar door in the closed position, partial demolition of the door panel, structural steel modifications and installation of rolling steel service doors, overhead clearance bars and bollards.

31

ALTERNATIVES: The following alternatives were considered:

1. Do Nothing: This option will force operations within the facility to occur with the damaged hangar door locked in the up/open position at all times. This is not practical during the winter months due to cold temperatures and inability to heat equipment and floor space. It is also concerning that the door could sustain additional damage while in the open position over time. This alternative does not resolve the issue and is not recommended by RIAC staff.

2. Authorize the President and CEO to execute the Contract Agreement with Tower Construction Corporation: This option will address the issue by securing the hangar door permanently in place in the down/closed position and installing alternative access doors, in order to continue accommodating operations within the facility. RIAC staff recommends this alternative.

ANTICIPATED PROJECT MILESTONES:

Notice to Proceed September, 2020

Construction Complete December 31, 2020

32

EXHIBIT 4

33

To: Board of Directors From: Iftikhar Ahmad President and CEO Through: Jeffrey P. Goulart Vice President Finance and Business Development Date: July 11, 2020 Subject: ACTION ITEM: 5(d)

Net Metering Credit Sale Agreement

STAFF ANALYSIS RECOMMENDATION: To approve the President and CEO, or his designee, to enter into a Net Metering Credit Sale Agreement and exhibits thereto in substantially the form presented. BACKGROUND INFORMATION The Rhode Island Airport Corporation (RIAC) is under a long-term agreement with Ameresco, Inc. to design, develop and construct solar facilities whereby RIAC would benefit from receiving net metering credits that can be applied to National Grid Invoices. Two of these facilities (Tiverton & Cumberland) are planned to be operational by December 2020. In June, RIAC staff met with a firm who is currently operating facilities that have excess credits (i.e., they are producing more credits than their customer base is able to use). As a result of this meeting, RIAC issued a Request for Proposal (RFP) as outlined below. SOLICITATION INFORMATION AND RECOMMENDATION: On June 18, 2020, RIAC issued an RFP for short-term purchase of remote net metering credits with a proposal due date of June 26, 2020. RIAC staff conducted an outreach to potential firms based on interest from prior similar solicitations. RIAC staff received one proposal, from Green Development LLC., that the Selection Committee, comprised of Christine Vitt, Brian Schattle and Jeffrey Goulart reviewed to ensure the proposal was qualified. A few key terms of the proposal was as follows:

The net metering credits were to start, or accrue, no later than August 1, 2020.

The initial term of the Agreement was for six (months (August 1, 2020 – January 31, 2021).

The agreement allowed for month-to-month extensions with the potential to increase/decrease the amount of kilowatt-hours committed.

All financial scenarios must be based on the June 2020 Net Metering Rate of $0.1489 and be based on existing assets.

Each party may terminate the agreement by providing thirty (30) days written notice.

Any Agreement would require Board of Director’s approval at the August 13, 2020 meeting. The proposal submitted by Green Development LLC. met the key terms of the proposal with a financial proposal generating an estimated $141,783 as shown below:

34

Month kWh NMR Disc. Rate Rate Savings Credit to RIAC

Aug 1,617,979 0.149$ 25% 0.037$ 60,229$

Sep 423,007 0.149$ 25% 0.037$ 15,746$

Oct 433,628 0.149$ 25% 0.037$ 16,142$

Nov 439,815 0.149$ 25% 0.037$ 16,372$

Dec 446,440 0.149$ 25% 0.037$ 16,619$

Jan 447,939 0.149$ 25% 0.037$ 16,675$

141,783$

NMR - Net Metering Rate

Furthermore, RIAC staff has confirmed with Ameresco that entering into this Agreement will not in any way affect RIAC’s Agreement with Ameresco. Based on this and on the evaluation of the proposal by the Selection Committee, they recommend RIAC entering into a Net Metering Credit Sale Agreement with Green Development LLC. ALTERNATIVES: The following alternatives were considered:

1. Do not execute a Net Metering Credit Sale Agreement with Green Development LLC: If the agreement is not executed, RIAC will not realize the net value of the credit on its National Grid bill estimated at $141,783 over the initial term from August 1, 2020 – January 31, 2021. This is not the recommended alternative based on the benefits that RIAC will derive from the agreement.

2. Execute a Net Metering Credit Sale Agreement with Green Development LLC: If the agreement is executed, RIAC will realize a net value of the credit on its National Grid bill estimated at $141,783 over the initial term from August 1, 2020 – January 31, 2021 with the ability to extend the agreement on a month-to-month basis. This is the recommended alternative based on the benefits that RIAC will derive from the agreement.

35

NET METERING CREDIT SALE AGREEMENT

This Net Metering Credit Sale Agreement (the “Agreement”) is entered into as of the ____ day of

_____________________, 20___ (the “Effective Date”) by and between _____________________,

LLC, a Rhode Island limited liability company having a principal place of business located at 2000

Chapel View Boulevard, Suite 500, Cranston, RI 02920, and/or any one or more of its Affiliates,

successors, assignees, nominees, and/or designees, as seller (the “Seller”), and

__________________________, a Rhode Island ________________________ having a mailing address

of ______________________________, as buyer (the “Buyer”). In this Agreement, Seller and Buyer are

sometimes referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, Seller is in the business of financing, developing, owning, operating, and/or

maintaining renewable energy electric generation facilities, including but not limited to wind and solar;

WHEREAS, Seller proposes to finance, install, own, operate, and/or maintain one or more

renewable energy facilities, including but not limited to solar and/or wind, as further described in

EXHIBIT A attached hereto and made a part hereof (each a “Renewable Energy Facility”), and to sell to

Buyer all or any portion of the output of the Renewable Energy Facility (but to reserve solely for Seller’s

own use all Environmental Attributes and Tax Attributes associated therewith);

WHEREAS, the Renewable Energy Facility is expected to qualify or continue to qualify as an

Eligible Net Metering System pursuant to the Net Metering Regulations and will therefore generate Net

Metering Credits for each kilowatt hour of electricity generated by the Renewable Energy Facility; and

WHEREAS, Seller desires to sell and deliver to Buyer, and Buyer desires to purchase and receive

from Seller, the designated portion of the Net Metering Credits generated by the Renewable Energy

Facility during the Term, subject to the terms and conditions, and at the prices, set forth in this

Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises,

representations, warranties, covenants, conditions herein contained, and the Exhibits attached hereto, and

for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged,

Seller and Buyer hereby agree as follows.

ARTICLE 1

DEFINITIONS

When used in this Agreement, the following terms shall have the meanings given below, unless a

different meaning is expressed or clearly indicated by the context. Words defined in this Article I which

are capitalized shall be given their common and ordinary meanings when they appear without

capitalization in the text. Words not defined herein shall be given their common and ordinary meanings.

“Affected Party” has the meaning ascribed to it in Section 8.2.

“Affiliate(s)” means with respect to any Person, any other Person that, directly or indirectly,

through one or more intermediaries, controls, or is controlled by, or is under common control with such

Person.

“Applicable Legal Requirements” means any present and future law, act, rule, requirement, order,

by-law, ordinance, regulation, judgment, decree, or injunction, including the Net Metering Regulations, of

or by any Governmental Authority, ordinary or extraordinary, foreseen or unforeseen, and all licenses,

36

permits, and other governmental consents which may at any time be applicable to a Party’s rights and

obligations hereunder, including, without limitation, the construction, operation, and ownership of the

Renewable Energy Facility, as well as the selling and purchasing of Net Metering Credits therefrom.

“Business Day” means a day on which Federal Reserve member banks in Providence, Rhode

Island are open for business, noting that a Business Day shall open at 8:00 a.m. and shall close at 5:00

p.m. Eastern Daylight Time or Eastern Standard Time, as applicable.

“Commercial Operation Date” means the date on which: (i) the Renewable Energy Facility is

ready for daily operation in the ordinary course, generates electric energy on a commercial basis, and is

functioning with the EDC; (ii) has been authorized for interconnection to, and has been interconnected to,

the local electrical distribution system; (iii) Seller has received an authorization to interconnect from the

EDC; and (iv) the Renewable Energy Facility qualifies as an Eligible Net Metering System pursuant to

the Net Metering Regulations.

“Confidential Information” means all oral and written information exchanged between the Parties

which contains proprietary business or confidential information of a Party and/or is clearly marked, or

designated, if oral, as “confidential” by such Party. The Parties agree that the provisions and specifics

(but not the existence) of this Agreement constitute Confidential Information. The following exceptions,

however, do not constitute Confidential Information for purposes of this Agreement: (a) information that

is or becomes generally available to the public other than as a result of a disclosure by either Party in

violation of this Agreement; (b) information that was already known by the receiving Party on a non-

confidential basis prior to this Agreement; (c) information that becomes available to receiving Party on a

non-confidential basis from a source other than the disclosing Party if such source was not subject to any

prohibition against disclosing the information to such Party; (d) information a Party is required to disclose

in connection with any administrative or regulatory approval or filing process in connection with the

conduct of its business or in accordance with any statute or regulations; (e) information disclosed

pursuant to any applicable law, rule, or regulation requiring such disclosure including but not limited to

the Rhode Island Access to Public Records Act or any similar state or federal statute or regulation, or as

compelled by legal process or pursuant to the order or requirement of a court, administrative agency, or

other Governmental Authority; provided that, where allowable by law, notice to the disclosing Party is

provided before compliance with such requirement; and (f) the information that is disclosed by the

receiving Party is done with the prior written permission of the disclosing Party where allowable by law.

Confidential Information does not include information regarding the size, technology, and location of the

Renewable Energy Facility, the identity of the Parties, the utility account and other information set forth

in EXHIBIT B attached hereto and made a part hereof, or the Term of the Agreement.

“EDC” means electric distribution company as set forth in Rhode Island General Laws Section

39-26.4-2.

“Eligible Net Metering System” shall have the meaning set forth in Rhode Island General Laws

Section 39-26.4-2.

“Energy” means the amount of electricity either used or generated over a period of time,

expressed in terms of a kilowatt hour (“kWh”) or a megawatt hour (“MWh”).

“Environmental Attributes” means any credit, benefit, reduction, offset, financial incentive, tax

credit, and/or other beneficial allowance that is in effect as of the Effective Date or may come into effect

in the future, including, to the extent applicable and without limitation: (i) all environmental and

renewable energy attributes and credits of any kind and nature resulting from or associated with the

Renewable Energy Facility and/or its electricity generation; (ii) government financial incentives; (iii)

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greenhouse gas offsets under the Regional Greenhouse Gas Initiative; (iv) renewable energy certificates

(commonly referred to as “REC’s”) or any similar certificates or credits under the laws of the State of

Rhode Island, any other jurisdiction, and any other Governmental Authority; (v) tax credits, incentives,

and/or depreciation allowances established under any federal or state law; and (vi) any other allowances

howsoever named or referred to, with respect to any and all fuel, emissions, air quality, or other

environmental characteristics, resulting from the use of renewable energy generation or the avoidance of

the emission of any gas, chemical, or other substance into the air, soil, or water attributable to the

Renewable Energy Facility and/or its electricity generation, and excluding, for the avoidance of doubt,

any Net Metering Credits.

“Event of Default” has the meaning ascribed to it in Section 8.1.

“Force Majeure Event” means any event or circumstance not within the reasonable control of the

Affected Party which precludes that Party from carrying out, in whole or in part, its obligations under this

Agreement, including but not limited to, acts of God; hurricanes or tornados; fires; epidemics;

contagions; landslides; earthquakes; floods; lightning; explosions; other natural catastrophes; adverse

weather conditions; eminent domain; condemnation; takings; strikes; lock-outs or other industrial

disturbances; lack of availability of supplies or materials; labor shortages; acts of public enemies;

sabotage; vandalism; acts, failures to act, or orders of any kind of the EDC or of any Governmental

Authority acting in its regulatory or judicial capacity; changes in law or governmental regulations, acts of

governmental agencies or their employees (including but not limited to travel restrictions); delays in

permitting; catastrophes, insurrections; military action; war, whether or not it is declared; acts of

terrorism; sabotage; riots; civil disobedience or disturbances; or explosions. A Party may not assert an

event of Force Majeure to excuse it from performing due to any governmental act, failure to act, or order,

where it was reasonably within such Party’s power to prevent such act, failure to act, or order. Economic

hardship of either Party shall not constitute a Force Majeure Event. To the extent that Buyer is a

Governmental Authority, Buyer is estopped from claiming that its own discretionary acts or failures to act

constitute a Force Majeure Event.

“Generation Contingent” means that Seller’s failure to deliver is excused if the Renewable

Energy Facility for any reason does not generate sufficient energy necessary to deliver Net Metering

Credits as contemplated hereunder. In such an event, Seller shall not be liable to Buyer for any claims,

liabilities, or damages of any kind.

“Governmental Authority” means any federal, state, or local government, independent system

operator, regional transmission owner or operator, any political subdivision thereof, or any other

governmental, judicial, regulatory, public, or statutory instrumentality, authority, body, agency,

department, bureau, or entity.

“Governmental Charges” means all applicable federal, state, and local taxes (other than taxes

based on income or net worth, but including without limitation sales, use, gross receipts, or similar taxes),

governmental charges, emission allowance costs, duties, tariffs, levies, licenses, fees, permits,

assessments, adders or surcharges (including public purposes charges and low income bill payment

assistance charges), imposed or authorized by a Governmental Authority, local electric distribution

company, or other similar entity, on or with respect to the Net Metering Credits.

“Host Customer” means the Person designated by Seller, from time to time, as the Host

Customer, and subsequent to such designation recognized by the EDC as the customer of record with

respect to the Renewable Energy Facility.

“Initial Term” shall have the meaning ascribed to it in Section 2.1.

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“Interconnection Agreement” shall mean the interconnection service agreement(s) entered into

with the local electric distribution company, each of which authorizes the interconnection of the

respective Renewable Energy Facility with the local electric distribution system, which confirms the

eligibility of the Renewable Energy Facility for treatment as an Eligible Net-Metering System, and which

specifies (directly or by reference to the so-called “Schedule B” filed by Seller under the Tariff) the

manner in which Net Metering Credits shall be allocated.

“Interest Rate” means a rate per annum equal to the lesser of: (a) the “prime rate,” as reported in

The Wall Street Journal (or if the “prime rate” cannot be so determined, then the term “prime rate” shall

mean the highest per annum rate of interest then most recently quoted as the “bank prime loan” in

STATISTICAL RELEASE H.15 (519) published from time to time by the Federal Reserve Board or any

successor publication of the Board of Governors of the Federal Reserve System) plus One Percent (1%);

and (b) the maximum interest rate allowed by laws of the State of Rhode Island.

“Invoice” has the meaning ascribed to it in Section 5.1.

“Lender” means the entity(ies) or Person(s) providing financing to Seller in connection with the

Renewable Energy Facility, including but not limited to bank financing, tax equity financing, and/or any

other form of financing.

“Net Metering Credits” shall have the meaning set forth in Rhode Island General Laws Section

39-26.4-1 et seq., and any regulations promulgated thereunder, for Renewable Energy Net-Metering

credits, as implemented by the Tariff. One unit of Net Metering Credit shall correspond to one kWh of

energy production.

“Net Metering'” shall have the meaning as set forth in the Net Metering Regulations.

“Net Metering Regulations” means the Rhode Island net metering statute, Rhode Island General

Laws Section 39-26.4-1 et seq., any regulations promulgated thereunder, and the Tariff, as each may be

amended from time to time.

“Payment” has the meaning ascribed to it in Section 4.4.

“Person” means any natural person, corporation, general partnership, limited partnership, limited

liability company, joint venture, trust, union, proprietorship, Governmental Authority, or other entity,

association, or organization of any nature, however and wherever organized or constituted.

“Prudent Industry Practices” means the practices, methods, techniques, and standards respecting

skill, diligence, care, and safety that are generally used or employed during the period of performance

under this Agreement in the solar photovoltaic power industry or wind energy industry, as the case may

be, in the United States for use in connection with the operation and maintenance of solar power or wind

power, as the case may be, generating projects of similar sizes and types as the Renewable Energy

Facility and that, in the exercise of reasonable judgment by Seller, are expected to accomplish the desired

result and confirm to any manufacturer requirements, all in a manner consistent with Applicable Legal

Requirements.

“Renewable Energy Facility” or “Renewable Energy Facilities” has the meaning ascribed to it in

the Recitals to this Agreement. The Parties agree and acknowledge that Seller may designate any one or

more of the renewable energy facilities described in EXHIBIT A, or any other one or more renewable

energy facilities owned or controlled by Seller or any of its Affiliates, from time to time during the Term

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of this Agreement by providing written notice of such designation to Buyer, and within Ten (10) days of

receipt of such notice Buyer will execute and return to Seller any forms required in connection therewith,

including from time to time updated versions of so-called Schedule B.

“Renewal Term” has the meaning ascribed to it in Section 2.1.

“Sublease” has the meaning ascribed to it in Section 3.4.

“Tariff” means the tariff for interconnection for distributed generation and net metering services

adopted by the Rhode Island Public Utilities Commission, including R.I.P.U.C. No. 2078 and R.I.P.U.C.

No. 2075, together with any subsequent amendments thereto, restatements thereof, successors thereto,

and/or approvals thereof.

“Tax Attributes” means the investment tax credits (commonly referred to as “ITC’s”), including

any grants or payments in lieu thereof, and any tax deductions or other benefits under the Internal

Revenue Code or applicable federal, state, or local law available as a result of the ownership and

operation of the Renewable Energy Facility or the output generated by the Renewable Energy Facility,

including without limitation, tax credits (including any grants or payments in lieu thereof), and any

accelerated and/or bonus depreciation.

“Term” has the meaning ascribed to it in Section 2.1.

“Utility Service Location” means the location of each Renewable Energy Facility as described

and specified in EXHIBIT B.

ARTICLE 2

TERM

2.1. Term. The term of this Agreement shall commence on the Effective Date and shall end on

the earlier of: (a) December 31, 2020; or (b) such other date as of which this Agreement may be earlier

terminated pursuant to the provisions hereof (the “Initial Term”). Thereafter, the term of this Agreement

shall automatically renew for successive additional consecutive One (1) month renewal terms (each a

“Renewal Term” and collectively the “Renewal Terms”) until and unless Buyer or Seller, as the case may

be, shall provide at least Thirty (30) days written notice to the other Party, prior to the expiration of any

such renewal term, of its intention to terminate this Agreement. Any such renewal(s) shall be on the same

terms and conditions described in this Agreement. The Initial Term and all subsequent Renewal Terms, if

any, are referred to collectively as the “Term.”

2.2. RESERVED

ARTICLE 3

FACILITY DEVELOPMENT, OWNERSHIP, AND OPERATION

3.1. Development. Seller will use commercially reasonable efforts to develop, construct, and

operate the Renewable Energy Facility in accordance with Applicable Legal Requirements and Prudent

Industry Practices in order to qualify (or continue to qualify) the Renewable Energy Facility as an Eligible

Net Metering System pursuant to the Net Metering Regulations. Seller has the right to shut down the

Renewable Energy Facility for, among other things, maintenance and repairs, upgrades, safety matters,

compliance with requirements of the EDC or of Governmental Authorities.

3.2. Notice of Commercial Operations Date. Subject to the provisions of this Agreement, Seller

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shall promptly notify Buyer in writing when the Renewable Energy Facility has achieved the Commercial

Operation Date.

3.3. Interconnection Requirements. Seller shall be responsible for all costs, fees, charges and

obligations required to connect the Renewable Energy Facility to the EDC, including but not limited to

fees associated with system upgrades and operation and maintenance charges.

3.4. Approvals; Buyer’s Cooperation. Buyer will reasonably cooperate with Seller in preparing,

signing, and promptly delivering to Seller any and all applications or other documents associated with

permits, approvals, registrations, qualifications, and other documents requested in good faith by Seller.

3.5. Insurance. Seller shall during the Term of this Agreement, and at its sole cost and expense,

maintain insurance on the Renewable Energy Facility and the property on which the Renewable Energy

Facility is located covering property damage, personal injury, automobile liability and workers’

compensation and other types of insurance of the type and such amounts as Seller may reasonably deem

necessary and in such amounts as are customarily maintained for such projects or as required by the EDC.

3.6. Title. Subject to Section 4.5 (entitled “Title to Net Metering Credits”), Buyer shall not be

entitled to any ownership interest in, and as between Buyer and Seller, Seller shall have sole and

exclusive title to, the Renewable Energy Facility, along with any Environmental Attributes and Tax

Attributes generated or associated with the Renewable Energy Facility.

3.7. Substitution of Renewable Energy Facility. Seller may substitute any Renewable Energy

Facility with any one or more Renewable Energy Facility in its sole discretion so long as each such

replacement facility qualifies as an Eligible Net Metering System and provided that Seller provides prior

written notice thereof to Buyer. The Parties agree and acknowledge that Seller may designate any one or

more of the renewable energy facilities described in EXHIBIT A, or any other renewable energy facility

owned or controlled by Seller or any of its Affiliates, from time to time during the Term of this

Agreement by providing written notice of such designation to Buyer, and within Ten (10) days of receipt

of such notice Buyer will execute and return to Seller any forms required in connection therewith,

including from time to time updated versions of so-called Schedule B.

3.8. Buyer Site Control. The Renewable Energy Facility will be located at a site over which

Buyer will have the required site control for purposes of Applicable Legal Requirements as represented in

the form of a sublease, which sublease shall be signed by Buyer simultaneously with its execution of this

Agreement and which will be in the form attached hereto and made a part hereof as EXHIBIT E (the

“Sublease”).

ARTICLE 4

PURCHASE AND SALE OF NET METERING CREDITS

4.1. Sale and Purchase of Net Metering Credits. Commencing on the Commercial Operation

Date and continuing throughout the remainder of the Term, on a monthly basis Seller agrees to sell to

Buyer, and Buyer agrees to purchase and accept, all of Seller’s right, title, and interest to 100% of the Net

Metering Credits allocated by Seller to Buyer from the Renewable Energy Facility and designated as the

“Buyer’s Allocation” on EXHIBIT A, free and clear of all claims, liens, security interests, and

encumbrances of any kind, nature, and description. The Parties agree and acknowledge that Seller has the

unilateral right, once it designates a Renewable Energy Facility, to convert Buyer’s Allocation (kWh per

year) to a substantially similar Percentage of Generation Allocated to Buyer, at which point “Buyer’s

Allocation” set forth above will automatically and without further action convert to “Buyer’s Expected

Allocation.” Seller is hereby authorized to unilaterally revise and substitute EXHIBIT A hereto to reflect

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any such conversion, provided that Seller shall provide written notice of any such conversion and

substitution to Buyer. For avoidance of doubt, Buyer’s purchase obligation under this Agreement is a so-

called “take-or-pay” commitment. Upon the expiration of the initial term as defined in Article 2.1, Buyer

may upon thirty (30) days written notice to Seller request revision of “Buyer’s Allocation”. Seller shall

agree to Buyer’s revision if Seller determines that the requested increase of Net Metering Credits are

available as determined by Seller in its sole discretion. Seller’s obligations under this Article 4

specifically, and under this Agreement in general, are Generation Contingent. Net Metering Credits

purchased by Buyer from Seller under this Agreement shall not be resold, assigned, or otherwise

transferred to any other person, entity, or enterprise, not including any transfers or assignments necessary

to use such Net Metering Credits to pay Buyer’s utility bill.

4.2. Allocation. To facilitate delivery of the Net Metering Credits purchased and sold pursuant

to Section 4.1, Seller shall request (through periodic completion of the applicable so-called “Schedule B”)

that the EDC allocate, out of the Host Customer account, the quantity of Net Metering Credits specified in

Section 4.1 to Buyer’s customer account(s) described in EXHIBIT B. Buyer anticipates that the Net

Metering Credits received by Buyer for a particular month will be reflected on Buyer’s statement from the

EDC as a monetary credit amount and not as an electricity quantity; and that such credit will be reflected

on Buyer’s monthly invoice according to the EDC’s billing cycle, which may be approximately One (1)

to Three (3) months or more after the Net Metering Credits are generated by the Renewable Energy

Facility. The Parties agree and acknowledge that Seller may designate any one or more of the renewable

energy facilities described in EXHIBIT A, or any other renewable energy facility owned or controlled by

Seller or any of its Affiliates, from time to time during the Term of this Agreement by providing written

notice of such designation to Buyer, and within Ten (10) days of receipt of such notice Buyer will execute

and return to Seller any forms required in connection therewith, including updated versions of so-called

Schedule B. Buyer will reasonably cooperate with Seller in preparing, signing, and promptly delivering

to Seller any and all applications or other documents associated with the Net Metering Credits, including

but not limited to from time to time so-called Schedule B. Seller and Buyer will work together in good

faith to make any needed adjustments to the Schedule B, the Parties noting that as of the Effective Date

the current deadlines to amend Schedule B are May 1 and December 31 of each year.

4.3. Buyer’s Purchase and Seller’s Sale Contingent on Allocation of Credits by EDC. The

Parties acknowledge and agree that Buyer’s agreement to purchase Net Metering Credits from Seller and

Seller’s agreement to sell Net Metering Credits to Buyer are specifically contingent on and subject to the

EDC’s acceptance of and allocation of such Net Metering Credits to Buyer’s customer account with EDC

as set forth in Section 4.2. During the Term of this Agreement: (a) if for any reason, excluding any action

or inaction on the part of Buyer or its representatives, the EDC refuses to allocate all or any a portion of

the Net Metering Credits to Buyer’s customer account on a temporary basis, this Agreement shall remain

in full force and effect but Seller shall promptly refund to Buyer any amounts paid to Seller by Buyer for

such Net Metering Credits which the EDC refused to credit to Buyer’s customer account; and (b) if for

any reason, excluding any action or inaction on the part of Buyer or its representatives, the EDC refuses

to allocate the Net Metering Credits to Buyer’s customer account on a permanent basis, which refusal is

not subject to any appeal rights of Seller pursuant to any adjudication or other action with a Governmental

Authority, either Party may terminate this Agreement by written notice to the other Party.

4.4. Payment. The amount that Buyer shall pay to Seller for the Net Metering Credits generated

by the Seller and allocated by the EDC to Buyer (the “Payment”) shall be determined as shown in

EXHIBIT C attached hereto and incorporated by reference herein. Notwithstanding the foregoing, Buyer

acknowledges that Seller does not represent or guarantee that any particular level of production, net

metering credit rate, or Net Metering Credits will be achieved in connection with this Agreement. If

Buyer is a Governmental Authority, Buyer agrees that each year during the Term it will set aside and/or

appropriate a sufficient amount to pay timely and in full all amounts due to Seller under this Agreement.

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4.5. Title to Net Metering Credits. Title to the Net Metering Credits will pass from Seller to

Buyer on allocation to Buyer’s customer account(s) by the EDC.

4.6. Non-Exclusive Agreement. Notwithstanding anything in this Agreement to the contrary, the

Parties acknowledge and agree that Buyer’s agreement to purchase Net Metering Credits from Seller and

Seller’s agreement to sell Net Metering Credits to Buyer are not exclusive, that Buyer shall have the right

and ability to enter into agreements with other parties to purchase additional Net Metering Credits, and

that Seller shall have the right and ability to enter into agreements with other parties to sell Net Metering

Credits produced by the Renewable Energy Facility in excess of the amounts purchased by Buyer

hereunder, subject to all Applicable Legal Requirements.

4.7. Governmental Charges. Buyer is responsible for any Governmental Charges arising from

the sale of Net Metering Credits to Buyer, irrespective of whether imposed before, on, or after the

allocation and delivery of Net Metering Credits to Buyer. The Parties shall use commercially reasonable

efforts to administer this Agreement and implement its provisions so as to minimize Governmental

Charges to the extent permitted by law. In the event any of the sales of Net Metering Credits hereunder

are to be exempted from or not subject to one or more Governmental Charges, the Party claiming such

exemption shall, on a Party’s written request therefore, provide the requesting Party in a timely manner

with all necessary documentation to evidence such exemption or exclusion.

ARTICLE 5

PAYMENT

5.1. Invoicing. During each monthly EDC billing cycle, Seller shall provide Buyer with an

invoice for the Net Metering Credits allocated to Buyer’s designated account(s) during the prior monthly

EDC billing cycle (the “Invoice”). The Invoice shall be based on the percentage of Net Metering Credits

that are allocated to the Buyer on the so-called Schedule B in place for the designated account(s) during

the applicable EDC billing cycle multiplied by the generation of the Renewable Energy Facility as shown

on the EDC bill. Subject to the provisions of Section 4.3, Buyer shall pay all invoiced amounts owed to

Seller by wire transfer to such account as may be specified by Seller from time to time, or by other

mutually agreeable methods. Any payment not received by Seller within Thirty (30) days of the date of

Buyer’s receipt of an Invoice shall, at Seller’s option, bear interest at the Interest Rate from such date

through and including the date such payment is actually received by Seller. For the avoidance of doubt:

(a) amounts disputed in good faith pursuant to Section 5.3 shall not bear interest; and (b) each Invoice will

include a summary of the net metering credits allocated to and actually received by Buyer during the prior

monthly EDC billing cycle, and Buyer will only be invoiced for net metering credits after they have been

accounted for on Buyer’s individual electric meters. By signing this Agreement, Buyer agrees to contact

Seller with any questions or concerns regarding any Invoice within Ninety (90) days of the date thereof,

and Buyer’s failure to do so will constitute a rebuttable presumption that the Invoice is correct, accurate,

and satisfactory.

5.2. Records and Audits. Each Party shall keep, for a period of not less than Seven (7) years

after the date of each Invoice, records sufficient to permit verification of the accuracy of billing

statements, charges, computations, and payments reflected on such Invoice. During such period each

Party may, at its sole cost and expense, and on reasonable written notice to the other Party, examine the

other Party’s records pertaining to such Invoice during the other Party’s normal business hours. Seller

shall, at Buyer’s request (such request not to occur more than annually), provide documentation of the

amount of electricity generated by the Renewable Energy Facility and/or the calculation of the Net

Metering Credits.

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5.3. Dispute. If a Party, in good faith, disputes an amount owed or paid as provided in this

Agreement, the disputing Party shall immediately notify the other Party in writing of the basis for the

dispute and shall pay the undisputed portion of such Invoice no later than the due date. On resolution of

the dispute: (a) any required payment shall be made to Seller within Fifteen (15) days of such resolution;

and (b) any overpayments shall be returned by the receiving Party on request or deducted from

subsequent payments within Fifteen (15) of such resolution. The Parties shall only be entitled to dispute

an amount owed or paid within Twenty Four (24) months from the date of such Invoice. If the Parties are

unable to resolve a payment dispute under this Section 5.3, the Parties shall follow the dispute resolution

procedure set forth in Section 12.5.

ARTICLE 6

OBLIGATIONS OF THE PARTIES

6.1. Net Metering.

6.1.1. Each Party’s obligations under this Agreement are subject to the Renewable

Energy Facility qualifying for Net Metering as an Eligible Net-Metering System, subject to the provisions

of the Net Metering Regulations. If the Renewable Energy Facility ceases to so qualify, and such failure

has not been cured by Seller within Ninety (90) days, this Agreement shall terminate without further

liability of Seller to Buyer, or of Buyer to Seller, provided that Buyer and Seller shall not be relieved from

any payment or other obligations arising under this Agreement prior to such termination.

6.1.2. Subject to the provisions of this Agreement, each Party agrees to take all

reasonable measures, with respect to which it has legal capacity, to facilitate and expedite the review of

all approvals necessary for the Renewable Energy Facility to be eligible for and participate in Net

Metering as Eligible Net-Metering System.

6.1.3. The Parties acknowledge that the Renewable Energy Facility is intended to qualify

as an Eligible Net-Metering System within the meaning of Rhode Island General Laws Section 39-26.4-1

et seq. and agree not to take any action inconsistent with the Renewable Energy Facility’s status as such

facility except insofar as said action is authorized hereunder or in conformance with any approvals

necessary for the Renewable Energy Facility to be eligible for and participate in Net Metering as an

Eligible NetMetering System. So long as any such amendment will materially benefit a Party without

material detriment to the other Party and is otherwise permitted by law, the Parties shall negotiate in good

faith to amend this Agreement to conform to any rule(s) or regulation(s) regarding Net Metering and to

ensure that the Renewable Energy Facility is eligible for Net Metering as an Eligible Net-Metering

System.

6.1.4. On implementation by the Rhode Island Public Utilities Commission, Rhode

Island Office of Energy Resources, or any other Governmental Authority of any statute, rule, or

regulation that may affect any provision of this Agreement, in particular any rule or regulation regarding

the provision of or eligibility for Net Metering, the Parties shall negotiate in good faith to amend this

Agreement to conform to such rule(s) and/or regulation(s) to the greatest extent possible, and shall use

commercially reasonable efforts to conform such amendment to the original intent of this Agreement and

to do so in a timely fashion.

6.1.5. The Parties agree that if during the Term a change in Applicable Legal

Requirements occurs, including but not limited to a change in the Net Metering Regulations, or the

administration or interpretation thereof by any Governmental Authority (including the Rhode Island

Public Utilities Commission or the EDC) which materially interferes with the ability of Seller to perform

under this Agreement, or the ability of electricity generated by the Renewable Energy Facility to be

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delivered to the EDC or the ability of Seller to provide to Buyer Net Metering Credits, or results in the

Renewable Energy Facility being disqualified for Net Metering (unless such disqualification can be

remedied in a reasonable period of time not to exceed Ninety (90) days), or which results in a material

increase in Seller’s costs, then, on Buyer’s receipt of notice from Seller, the Parties will promptly enter

into good faith negotiations to amend or restate this Agreement as may be necessary to achieve the

allocation of economic benefits and burdens originally intended by the Parties, subject to Applicable

Legal Requirements. Without limiting the foregoing, such amendments may include an amendment and

restatement of this Agreement. If the Parties are unable, despite good faith efforts, to reach agreement on

such an amendment or restatement of this Agreement within One Hundred Twenty (120) days, and Seller

has not waived in writing any option to amend this Agreement pursuant to this Section 6.1.5 as a result of

such change, Seller may terminate this Agreement without liability for such termination.

6.2. Seller’s Obligations. Seller shall maintain accurate operating and other records and all other

data for the purposes of proper administration of this Agreement, including such records as may be

required of Seller by (and in the form required by) any Governmental Authority or the local electric

distribution company. Seller shall perform its obligations under this Agreement in full compliance with

the Applicable Legal Requirements.

6.3. Buyer’s Obligations. Buyer shall perform its obligations under this Agreement in full

compliance with the Applicable Legal Requirements. Buyer shall reasonably cooperate with Seller so

that Seller can meet its obligations under this Agreement, including reasonable information sharing on a

confidential basis. Such reasonable cooperation by Buyer will include but not be limited to the following:

(a) providing to Seller within Ten (10) days of request complete and continuous access to any and all

information to which Buyer has access, or can have access, with respect to its electrical utility accounts,

including its so called utility portal with the EDC and confirmation of any associated user identification

designations and passwords associated therewith; and (b) executing and delivering to Seller within Ten

(10) days of request such documents as may be requested of Seller or Buyer in the ordinary course by the

EDC, ISO New England, any Governmental Authority, any property lessor of Seller, and/or any Lender,

including but not limited to: (i) any property sublease in conjunction herewith; (ii) one or more IRS

Forms W-9 (Request for Taxpayer Identification Number and Certification); and (iii) from time to time

one or more of so-called Schedule B.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES;

ACKNOWLEDGEMENTS; BUYER’S COVENANTS

7.1. Representations and Warranties of the Parties. As of the Effective Date, each Party

represents and warrants to the other Party as follows.

7.1.1. The Party is duly organized, validly existing, and in good standing under the laws

of the State of Rhode Island and the Party has full legal capacity to enter into and perform under this

Agreement. The execution of the Agreement has been duly authorized, and each person executing the

Agreement on behalf of the Party has full authority to do so and to fully bind the Party. The execution

and delivery of this Agreement and the performance of the obligations hereunder by such Party will not

violate any Applicable Legal Requirement, any order of any court or other agency of government, or any

provision of any agreement or other instrument to which the Party is bound.

7.1.2. This Agreement and all other documents, instruments, and agreements executed

and delivered herewith constitute the valid and legally binding obligations of each Party and are

enforceable against each Party, respectively, in accordance with their respective terms, except as limited

by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally.

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7.1.3. There is no litigation, arbitration, administrative proceeding, or bankruptcy

proceeding pending or being contemplated by the Party, or any parent or affiliated entities, or to the

Party’s knowledge threatened against the Party or any parent or affiliated entities, that would materially

and adversely affect the validity or enforceability of this Agreement or the Party’s ability to carry out the

Party’s obligations hereunder.

7.1.4. Each Party understands, confirms, and acknowledges that: (i) this Agreement is

legally binding; (ii) each Party understands the terms and conditions of this Agreement, its respective

rights and obligations hereunder, and the financial consequences thereof: (iii) each Party has had the

opportunity to consult with independent legal, tax, and energy professionals prior to signing the

Agreement and has either done so or has consciously elected not to do so; and (iv) neither Party or any of

its representatives has acted as an advisor, fiduciary, analyst, or consultant to the other Party with respect

to this Agreement or to the transactions contemplated hereunder.

7.1.5. Forward Contract; Bankruptcy Code. The Parties agree that this Agreement and

the transactions contemplated hereunder are intended to be a so-called “forward contract” within the

meaning of the United States Bankruptcy Code, and each Party represents that it is a so-called “forward

merchant” within the meaning of the United States Bankruptcy Code. Each Party further agrees that to

that Seller is not a “utility,” as such term is used in Section 366 of the United States Bankruptcy Code,

and Buyer agrees to waive and not to assert the applicability of the provisions of Section 366 in any

bankruptcy proceeding wherein Buyer is a debtor.

7.1.6. Service Contract. The Parties intend that this Agreement be treated as a so-called

“service contract” within the meaning of Section 7701(e) of the Internal Revenue Code.

7.2. Representations, and Warranties of Buyer. In connection with this Agreement, Buyer

represents and warrants as follows.

7.2.1. The information set forth in EXHIBIT B is accurate, and Buyer is a current

customer of the EDC named in EXHIBIT B at the Utility Service Location specified therein. Buyer will

use commercially reasonable efforts to promptly provide to the EDC (or to Seller on behalf of the EDC if

so requested by Seller) all applications, documentation, and information required by EDC to evaluate

Buyer’s qualification for participation in the Net Metering.

7.2.2. Buyer shall not enter into or maintain any arrangements, contracts, or agreements

with other parties which will cause Buyer to exceed Applicable Legal Requirements with regard to the

capacity allocated to Buyer under this Agreement or the Net Metering Credits made available to Buyer

under this Agreement.

7.2.3. Buyer shall promptly pay Buyer’s utility bills by the date due thereof , and Buyer

understands that any failure to pay Buyer’s utility bill on time may cause Buyer to no longer be eligible to

receive Net Metering Credits under this Agreement.

7.2.4. Buyer has not transferred, assigned, or sold all or any Net Metering Credits or

rights with respect to Net Metering Credits or rights under this Agreement to any other Person or entity,

and Buyer shall not do so at any time (except to the extent that Seller consents to such transfer,

assignment, or sale pursuant to Section 10).

7.2.5. Buyer has not granted or placed, or allowed others to place, any liens, security

interests, or other encumbrances on Net Metering Credits, and shall not do so during the Term of this

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Agreement.

7.2.6. Buyer understands that the production of the Eligible Net-Metering System and

the Net Metering Credits may fluctuate from time to time based on weather, seasonality, degradation, and

other conditions, and that the generating capacity of the Renewable Energy Facility measures the

potential for renewable energy electricity production under ideal conditions, which may not occur.

7.2.7. Buyer will not for any reason terminate its service with the EDC at any one or

more of the Utility Service Locations set forth in EXHIBIT B without providing Seller with no less than

Thirty (30) days prior written notice of any such termination. Buyer will not assert or represent at any

time that Seller is a utility, electric utility, public utility, public service company, or similar entity or

enterprise, or is otherwise subject to rate regulation or any similar requirements.

7.3. Representations and Warranties of Seller. In connection with this Agreement, Seller

represents and warrants as follows.

7.3.1. On the Effective Date, the Renewable Energy Facility qualifies or will qualify as

an Eligible Net-Metering System, and Seller has no reason to believe that the Renewable Energy Facility

will not continue to qualify as an Eligible Net-Metering System.

7.3.2. Seller shall undertake all diligent and commercially reasonable, good faith efforts

to obtain and maintain required permits and financing for the Renewable Energy Facility. Using such

efforts, Seller shall design, construct, maintain, and operate the Renewable Energy Facility in

accordance with Applicable Legal Requirements, prudent industry practice, and applicable

manufacturers warranties and instructions and in a manner such that the Renewable Energy Facility

qualifies as an Eligible Net Metering System pursuant to the Net Metering Regulations.

ARTICLE 8

TERMINATION; DEFAULT; REMEDIES

8.1. Events of Default. Any one or more of the following shall constitute an “Event of Default”

by a Party.

8.1.1. Subject to a Party’s right to dispute amounts owed or paid as described in Section

5.3, the Party fails to make any payment when due under this Agreement and such failure continues for a

period of Ten (10) days.

8.1.2. Any representation or warranty of the Party set forth in this Agreement was false

or misleading in any material respect when made, unless: (i) the fact, circumstance, or condition that is

the subject of such representation or warranty is made true within Thirty (30) days after notice thereof

from the other Party; and (ii) either such cure removes any adverse effect on such other Party of such fact,

circumstance, or condition being otherwise than as first represented, or such fact, circumstance, or

condition being otherwise than as first represented does not materially adversely affect such other Party.

8.1.3. The Party fails to perform or comply with any material covenant or agreement set

forth in this Agreement other than with respect to payment and such failure continues for a period of

Thirty (30) days after receipt of written notice thereof from the other Party; provided, however, if the

defaulting Party proceeds with due diligence during such Thirty (30) day period to cure such breach and

is unable by reason of the nature of the work involved using commercially reasonable efforts to cure the

same within said Thirty (30) days, the defaulting Party’s time to do so shall be extended by the time

reasonably necessary to cure the same, provided that the defaulting Party continues to use commercially

47

reasonable efforts in good faith to effect such cure.

8.1.4. The Party: (i) is dissolved (other than pursuant to a consolidation, amalgamation,

or merger); (ii) admits in writing its inability generally to pay its debts as they become due; (iii) except for

assignments made pursuant to Section 10.1 (regarding financing), makes a general assignment,

arrangement, or composition with or for the benefit of its creditors; (iv) has instituted against it a

proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or

insolvency law or other similar law affecting creditor’s rights, or a petition is presented for its winding-

up, reorganization, or liquidation, which proceeding or petition is not dismissed, stayed, or vacated within

Ninety (90) days thereafter; (v) commences a voluntary proceeding seeking a judgment of insolvency or

bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting

creditor’s rights; (vi) seeks or consents to the appointment of an administrator, provisional liquidator,

conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all of its

assets; (vii) except for exercise of possession through assignments made pursuant to Section 10.2

(regarding financing), has a secured party take possession of all or substantially all of its assets, or has a

distress, execution, attachment, sequestration, or other legal process levied, enforced, or sued on or

against all or substantially all of its assets; (viii) causes or is subject to any event with respect to it which,

under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in

clauses i to vii inclusive; or (ix) takes any action in furtherance of, or indicating its consent to, approval

of, or acquiescence in, any of the foregoing acts.

8.2. Force Majeure. Except as specifically provided otherwise herein and except in the case of

payment obligations, if by reason of a Force Majeure Event a Party is unable to carry out, either in whole

or in part, any of its obligations herein contained, such Party (the “Affected Party”) shall not be deemed to

be in default during the continuation of such inability, provided that: (i) the Affected Party, within Two

(2) weeks after being affected by the Force Majeure Event, gives the other Party written notice describing

the particulars of the occurrence and the anticipated period of delay; (ii) the suspension of performance be

of no greater scope and of no longer duration than is required by the Force Majeure Event; (iii) no

obligations of the Party which were to be performed prior to the Force Majeure Event shall be excused as

a result of the occurrence thereof; and (iv) the Affected Party shall use commercially reasonable efforts in

good faith to remedy with all reasonable dispatch the cause or causes preventing it from carrying out its

obligations.

8.3. Termination for Default.

8.3.1. On the occurrence and during the continuance of an Event of Default, the other

Party may give written notice to the defaulting Party specifying such Event of Default and such notice

may state that this Agreement and the Term shall expire and terminate on a date specified in such notice,

which shall be at least Five (5) and no more than Twenty (20) Business Days after the giving of such

notice, and on any termination date specified in such notice, this Agreement shall terminate as though

such date were the date originally set forth herein for the termination hereof.

8.3.2. In the event this Agreement is terminated as a result of an Event of Default: (i)

Seller shall have no further obligation to deliver any Net Metering Credits to Buyer; provided, however,

that Buyer shall pay Seller for any Net Metering Credits generated by Seller that have been allocated to

Buyer by the EDC; and (ii) Seller shall notify the EDC promptly to stop any future Net Metering Credits

allocation to Buyer forthwith and shall promptly provide a copy of such notification to Buyer. In

connection with the foregoing sentence, Buyer and Seller agree to execute any documents as may be

reasonably required by the EDC.

ARTICLE 9

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REMEDIES AND LIMITATION OF LIABILITY

9.1. Remedies. Subject to the limitations set forth in this Agreement, each Party reserves and

shall have all rights and remedies available to it at law or in equity with respect to the performance or

non-performance of the other Party hereto under this Agreement, and any damages associated therewith.

Each Party agrees that it has a duty to mitigate damages that it may incur as a result of a Party’s

nonperformance under this Agreement.

9.2 Reserved

9.3. Indemnification. Seller shall indemnify, defend and hold harmless Buyer, the State of

Rhode Island and their agents and employees, from and against any and all liabilities, obligations,

damages (other than consequential or punitive damages), penalties, claims, costs, charges, losses, and

expenses (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and

other consultants) that may be imposed upon, incurred by or asserted against Buyer, the State of Rhode

Island and their agents or employees, for any reason which arises out of the acts or omissions of Seller or

its employees or agents is in connection with this Agreement. The indemnification obligations under this

Section 9.3 shall survive the termination or expiration of this Agreement.

9.4. Waivers. No covenant or agreement under this Agreement shall be deemed to have been

waived by a Party unless such waiver shall be in writing and signed by the Party against whom it is to be

enforced or such Party’s duly authorized agent. Consent or approval of a Party to any act or matter must

be in writing, shall apply only with respect to the particular act or matter in which such consent or

approval is given, and shall not relieve any other Party from the obligation wherever required under this

Agreement to obtain consent or approval for any other act or matter. The failure of a Party to insist on the

strict performance of any one of the covenants or agreements of this Agreement or to exercise any right,

remedy, or election herein contained or permitted by law shall not constitute or be construed as a waiver

or relinquishment for the future of such covenant or agreement, right, remedy, or election, but the same

shall continue and remain in full force and effect. Any right or remedy of a Party herein specified or any

other right or remedy that a Party may have at law, in equity, or otherwise on breach of any covenant or

agreement herein contained shall be a distinct, separate, and cumulative right or remedy, and no one of

them, whether exercised or not, shall be deemed to be in exclusion of any other.

ARTICLE 10

ASSIGNMENT; FINANCING; SUBLEASING

10.1. Prior Written Consent. No Party shall assign or in any manner transfer this Agreement or

any part thereof without the prior written consent of the other Party, which consent may not be

unreasonably conditioned, withheld, or delayed. Notwithstanding the foregoing, Seller is expressly

permitted to assign all or any portion of its rights and responsibilities under this Agreement, without

obtaining Buyer’s consent and in its sole discretion, to: (i) any one or more of the Affiliates of Seller; (ii)

any one or more purchasers of the Renewable Energy Facility; (iii) any one or more purchasers of all or

substantially all of the assets of Seller; and/or (iv) any one or more purchasers of all or substantially all of

the equity or ownership interests of Seller; provided, however, that in the case of clauses ii, iii, and iv

above any such transferee: (a) has a net worth, financial condition, and creditworthiness equal to or better

than that of Seller at the time of assignment or transfer; and (b) must at all times during the Term have, or

engage third parties that have, experience and expertise that is consistent with industry standards to

operate and maintain a renewable energy project of the size and type contemplated by this Agreement.

10.2. Collateral Assignment; Financing Provisions.

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10.2.1. Financing Arrangements. Seller may mortgage, pledge, grant security interests

in, assign, or otherwise encumber its interests in this Agreement to any Persons providing financing

(including but not limited to bank financing and/or tax equity financing) for the Renewable Energy

Facility. Buyer acknowledges that in connection with such transactions Seller may secure Seller’s

obligations by, among other collateral, an assignment of this Agreement and a first security interest in the

Renewable Energy Facility. In order to facilitate any sale, conveyance, or financing contemplated by

Section 10.1 or by this Section 10.2, and with respect to any lender, lessor, or tax equity partner, as

applicable, Buyer hereby agrees as follows.

10.2.2. Consent to Collateral Assignment. Buyer hereby agrees and consents to: (a) the

sale or collateral assignment of all or any portion of Seller’s right, title, and interest in the Renewable

Energy Facility to any of the parties described in Section 10.1 and/or in this Section 10.2, including any

Lender; and (b) the collateral assignment for financing of all or any portion of Seller’s right, title, and

interest in and to this Agreement; and (c) promptly execute and deliver to Seller any documents that may

be reasonably required by any of the parties described in Section 10.1 and/or in this Section 10.2,

including any Lender, or that may be otherwise reasonably requested by Seller; provided, however, that

no such documents shall materially interfere with Buyer’s right under, or increase Buyer’s obligations

with respect to, this Agreement.

10.2.3. Rights of Lender. Notwithstanding any contrary term of this Agreement, the

Parties agree as follows.

10.2.3.1. Step-In Rights. Lender, as owner or collateral assignee of the

Renewable Energy Facility, or as collateral assignee of this Agreement, shall be entitled to exercise, in the

place and stead of Seller, any and all rights and remedies of Seller under this Agreement in accordance

with the terms of this Agreement.

10.2.3.2. Opportunity to Cure Default. Lender shall have the right, but not the

obligation, to pay any and all sums due under this Agreement and to perform any other act, duty, or

obligation required of Seller thereunder or cause to be cured any default of Seller thereunder in the time

and manner provided by the terms of this Agreement. Nothing herein requires Lender to cure any default

of Seller under this Agreement or (unless Lender has succeeded to Seller’s interests under this

Agreement) to perform any act, duty, or obligation of Seller under this Agreement.

10.2.3.3. Exercise of Remedies. On the exercise of remedies, including any sale

of the Renewable Energy Facility by Lender, whether by judicial proceeding, under any power of sale

contained therein, or otherwise, or any conveyance from Seller to Lender (or any assignee of Lender as

defined below) in lieu thereof, Lender shall give notice to Buyer of the transferee or assignee of this

Agreement. Any such exercise of remedies shall not constitute a default under this Agreement.

10.2.3.4. Third Party Beneficiary; Cure of Bankruptcy Rejection. Buyer agrees

and acknowledges that Lender is a third party beneficiary of the provisions of this Section 10.2. On any

rejection or other termination of this Agreement pursuant to any process undertaken with respect to Seller

under the United States Bankruptcy Code, at the request of Lender made within ninety (90) days of such

termination or rejection, Buyer shall enter into a new agreement with Lender or its assignee having

substantially identical terms and conditions as those set forth in this Agreement.

10.2.3.5. Right to Cure; Cure Period. Buyer will not exercise any right to

terminate or suspend this Agreement unless it shall have given Lender prior written notice of its intent to

terminate or suspend this Agreement, as required by this Agreement, specifying the condition giving rise

to such right, and Lender shall not have caused to be cured the condition giving rise to the right of

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termination or suspension within Thirty (30) days for payment defaults or Ninety (90) days for all other

defaults. The Parties’ respective obligations will otherwise remain in effect during any cure period.

10.2.3.6. Continuation of Agreement. If Lender or its assignee (including any

purchaser or transferee), pursuant to an exercise of remedies by Lender, shall acquire title to or control of

Seller’s assets and shall, within the time periods described in Section 10.2.3.5, cure all material defaults

under this Agreement existing as of the date of such change in title or control in the manner required by

this Agreement, then Lender or its assignee shall no longer be in default under this Agreement and,

provided that after such change in title or control Buyer shall continue to receive all the Net Metering

Credits due to it as set forth in this Agreement, this Agreement shall continue in full force and effect.

10.3. Subleasing. In order to address Applicable Legal Requirements, including but not limited

to the current requirements of site control with respect to so-called virtual net metering, and any similar

requirements that may be promulgated in the future, the Parties hereby agree that Seller may require

Buyer to enter into a Sublease for the site at which any Renewable Energy Facility is or will be located,

through which Buyer will be a co-lessee, on any one or more occasions. Buyer hereby agrees to execute

one or more Subleases in the form attached hereto and made a part hereof as EXHIBIT E within Seven

(7) days of request by Seller. Notwithstanding anything contrary herein or in EXHIBIT E, any Sublease

shall automatically terminate no later than the date this Agreement terminates, whether because this

Agreement is not renewed or otherwise.

10.4. Obligation to Modify the Agreement for Financing. If a Lender requires this Agreement to

be modified, or if Seller determines that the Agreement needs to be modified in order to finance, develop,

or operate the Renewable Energy Facility, and the modifications do not materially interfere with Buyer’s

right under, or materially increase Buyer’s obligations with respect to, this Agreement, Buyer will

promptly execute and deliver to Seller any amendment prepared by Seller making such modifications.

ARTICLE 11

RESERVED

ARTICLE 12

MISCELLANEOUS

12.1. Notices. All demands, notices, requests, and other communications hereunder shall be in

writing and shall be deemed to have been duly given and received: (i) if mailed by United States

registered or certified mail, return receipt requested, postage prepaid, addressed as set forth herein, on the

date of receipt as disclosed on the applicable return receipt; (ii) if sent by a reputable overnight courier

service that promises next business day delivery, addressed as set forth herein, on the next business day;

(iii) if sent by hand delivery, on the date delivered; and (iv) if sent by electronic mail addressed as set

forth herein on the date sent and confirmation of transmission as long as the same is also sent by one of

the other means described herein. Rejection or other refusal to accept or the inability to deliver due to a

changed address for which no notice was given shall be deemed receipt of any such notice. All notices

hereunder shall be addressed as indicated below or as otherwise specified by the Parties by notifying each

other of the same in writing from time to time as provided herein.

12.1.1. If to Buyer:

______________________

______________________

______________________

Telephone: (401) ___-____

Email: ________________________

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Attn: _________________________

with a copy (not constituting notice) to:

__________________, Esq.

______________________

______________________

______________________

Telephone: (401) ___-____

Email: ________________________

12.1.2. If to Seller:

_____________________, LLC

2000 Chapel View Boulevard, Suite 500

Cranston, RI 02920

Email: [email protected]

Attn: Mark P. DePasquale, _________________

with a copy (not constituting notice) to:

Stephen M. Brusini, Esq.

Orson and Brusini Ltd.

144 Wayland Avenue

Providence, RI 02906

Email: [email protected]

12.2. Confidentiality. Except as provided in this Section 12.2, no Party shall publish, disclose, or

otherwise divulge Confidential Information to any Person at any time during or after the term of this

Agreement without the other Party’s prior express written consent. Each Party shall permit knowledge of

and access to Confidential Information only to those of its affiliates, attorneys, accountants,

representatives, agents, advisers, investors, providers of financing, directors, officers, and employees who

have a need to know, in the sole judgment of such Party, related to this Agreement, or as needed for such

Party to obtain professional advice. If required by any law, statute, ordinance, decision, or regulation, or

pursuant to any order issued by a court, Governmental Authority, or authority having jurisdiction over a

Party, that Party, on giving notice to the other Party if permissible by law, may release or disclose

Confidential Information, or a portion thereof, as required by applicable law, statute, ordinance, decision,

order or regulation. The Parties acknowledge that Buyer is subject to the Rhode Island Access to Public

Records Act, R.I. Gen. Laws § 38-2-1 et seq. (“RIAPRA”), and that Buyer’s obligations under RIAPRA

supersede its obligations under this Section 12.2.

12.3. Severability. If any article, section, phrase, or portion of this Agreement is, for any reason,

held or adjudged to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such

article, section, phrase, or portion so adjudged will be deemed separate, severable, and independent, and

the remainder of this Agreement will be and remain in full force and effect and will not be invalidated or

rendered illegal or unenforceable or otherwise affected by such adjudication, provided that the basic

purpose of this Agreement and the benefits to the Parties are not substantially impaired, and provided

further, however, that the Parties shall enter into negotiations concerning the terms affected by such

decisions for the purpose of achieving conformity with requirements of any Applicable Legal

Requirements and the intent of the Parties.

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mailto:[email protected]

mailto:[email protected]

12.4. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement is being

delivered and is intended to be performed in the State of Rhode Island and shall be construed and

enforced in accordance with the laws of that state without reference to the rules of conflicts of laws

thereof. In any litigation connected with or arising from this Agreement, the Parties hereby consent to

and confer exclusive jurisdiction on the courts of the State of Rhode Island, and hereby expressly waive

any objections to personal jurisdiction, venue, and inconvenient forum in any such courts. THE

PARTIES, TO THE EXTENT THAT THEY MAY LAWFULLY DO SO, HEREBY WAIVE ANY

RIGHT TO A TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS

AGREEMENT OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION THEREWITH.

12.5. Dispute Resolution. Unless otherwise expressly provided for in this Agreement, the

dispute resolution procedures of this Section 12.5 shall be the exclusive mechanism to resolve disputes

arising under this Agreement.

12.5.1. Any dispute that arises under or with respect to this Agreement that cannot be

resolved shall in the first instance be the subject of negotiations between respective executive officers of

each Party, as identified in Section 12.1. The dispute shall be considered to have arisen when one Party

sends the other Party a written notice of dispute. The period for negotiations shall be Fourteen (14) days

from receipt of the written notice of dispute unless such time period is modified by written agreement of

the Parties.

12.5.2. In the event that the Parties cannot timely resolve a dispute by informal

negotiations, the sole venue for judicial enforcement shall be the Superior Courts of Rhode Island in

Providence, Rhode Island. Each Party hereby consents to the jurisdiction of such courts, and to service of

process in the State of Rhode Island in respect of actions, suits, or proceedings arising out of or in

connection with this Agreement or the transactions contemplated by this Agreement.

12.5.3. Notwithstanding the foregoing, injunctive relief from such court may be sought

without resorting to a form of alternative dispute resolution to prevent irreparable harm that would be

caused by a breach of this Agreement.

12.6. Entire Agreement. This Agreement, together with its exhibits, contains the entire

agreement between the Parties with respect to the subject matter hereof, and supersedes all other

understandings or agreements, both written and oral, between the Parties relating to the subject matter

hereof.

12.7. Press Releases. The Parties shall coordinate and cooperate with each other when making

public announcements related to the execution and existence of this Agreement or the sale or purchase of

Net Metering Credits contemplated herein. Each Party shall have the right to approve, in advance of

issuance (with such approval not to be unreasonably withheld, conditioned, or delayed), any publicity

materials, press releases, or other public statements by another Party that refer to or that describe any

aspect of this Agreement or the sale or purchase of Net Metering Credits contemplated herein. No such

releases or other public statements relating to the subject matter of this Agreement (except for filings or

other factual statements or releases as may be required by Applicable Legal Requirements) shall be made

by any Party without the prior written consent of the other Party, which consent shall not be unreasonably

withheld or delayed. No Party shall use the name, trade name, service mark, or trademark of the other in

any promotional or advertising material without the prior written consent of the other Party, provided that

such consent may require the Parties to execute a separate trademark licensing agreement.

12.8. No Joint Venture. Each Party will perform all obligations under this Agreement as an

independent contractor. Nothing herein contained shall be deemed to constitute any Party a partner,

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agent, or legal representative of the other Party, or to create a joint venture, partnership, agency, or any

relationship between the Parties. The obligations of each Party hereunder are individual and neither

collective nor joint in nature.

12.9. Amendments; Binding Effect. This Agreement may not be amended, changed, modified,

or altered unless such amendment, change, modification, or alteration is in writing and signed by all of the

Parties to this Agreement or its respective successor in interest. This Agreement inures to the benefit of

and is binding upon the Parties and each of their respective successors and permitted assigns.

12.10. Counterparts; Facsimile or Electronic Transmission. This Agreement may be executed in

counterparts, each of which shall be deemed an original and all of which shall constitute one and the same

agreement. In making proof of this Agreement, it shall not be necessary to produce or account for more

than one counterpart signed by each of the parties hereto. This Agreement may be executed and delivered

by facsimile, pdf, and/or electronic signature and transmission.

12.11. Further Assurances. From time to time and at any time at and after the execution of this

Agreement, each Party shall promptly execute, acknowledge, and deliver such documents and assurances

as may be reasonably requested by the other and shall take any other action consistent with the terms of

the Agreement that may be reasonably requested by the other for the purpose of effecting or confirming

any of the transactions contemplated by this Agreement. No Party shall unreasonably withhold,

condition, or delay its compliance with any reasonable request made pursuant to this Section 12.11. For

the avoidance of doubt, Buyer’s obligations under this Section 12.11 will include but not be limited to: (a)

providing to Seller such information as Seller may reasonable deem necessary or desirable in conjunction

with its performance under this Agreement, including but not limited to access to any and all information

to which Buyer has access, or can have access, with respect to its electrical utility accounts; and (b)

executing and delivering to Seller such documents as may be requested of Seller or Buyer by the EDC,

ISO New England, any Governmental Authority, any property lessor of Seller, and any Lender, including

any property sublease in conjunction herewith and any so-called Schedule B.

12.12. Survival. The provisions of Section 3.1 (Title), Section 5.1 (Payment), Section 5.2

(Records and Audits), Section 5.3 (Dispute), Section 8.3 (Termination for Default), Section 9.l

(Remedies), Section 9.2 (Limitation of Liability), Section 9.3 (Indemnification), Section 9.4 (Waivers),

Section 10.2 (Collateral Assignment; Financing Provisions), and Article 12 (Miscellaneous), shall survive

the expiration or earlier termination of this Agreement for a period of Three (3) years. The confidentiality

provision of Section 12.2 shall survive the expiration or earlier termination of this Agreement until the

longer of Two (2) years after the date of the last disclosure of Confidential Information hereunder or as

long as any such information remains confidential.

12.13. No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of the

Parties hereto. Nothing in this Agreement shall be construed to create any duty to or standard of care with

reference to, or any liability to, or any benefit for, any Person not a party to this Agreement unless

specifically set forth in this Agreement to the contrary.

12.14. Exhibits and Schedules; Section Headings; Recitals; Construction. Any exhibits or

schedules annexed hereto are hereby deemed incorporated by reference into and a part hereof as if the

same had been set forth verbatim herein. The section and other headings set forth herein are for reference

and convenience only, and do not define, limit, or extend the scope of this Agreement in any way. Any

and all recitals herein set forth are hereby deemed to be true and correct, and shall further be deemed

incorporated by reference into and made a part hereof. This Agreement was negotiated and reviewed by

all Parties and their respective legal counsel. No portion of this Agreement shall be construed against any

drafting Party.

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12.15. Relationship of Parties. The relationship of the Parties will be as independent contractors,

and will not be considered or deemed to be that of joint venturers, partners, employer/employee,

principal/agent, or any other association whatsoever, and neither Party will have the power to bind or

obligate the other except as specifically set forth herein.

12.16. Sovereign Immunity. To the extent permitted by Applicable Law, if Buyer is a

Governmental Authority Buyer hereby: (a) acknowledges that the services being provided by Seller under

this Agreement are proprietary in nature, and not governmental, and that the Term of this Agreement is

not longer than necessary to accomplish its purpose.

[The remainder of this page intentionally left blank. Signature page to follow.]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

SELLER BUYER

Approved By:

By: ________________________________ By: ________________________________

Name: _____________________________ Name: _____________________________

Title: _____________________________ Title: _____________________________

Approved as to Substance and Form By:

By: ________________________________

Name: _____________________________

Title: ______________________________

Recommended By:

By: _________________________________

Name: ______________________________

Title: _______________________________

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SCHEDULE OF EXHIBITS

EXHIBIT A: Designated Renewable Energy Facility and Allocation

EXHIBIT B: Designated Buyer’s Utility Customer Accounts

EXHIBIT C: Payment

EXHIBIT D: RESERVED

EXHIBIT E: Form of Sublease

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EXHIBIT A

Designated Renewable Energy Facility and Allocation

The Parties agree and acknowledge that Seller may designate any one or more of the Renewable Energy

Facilities described in EXHIBIT A, or any one or more other renewable energy facilities owned or

controlled by Seller or any of its Affiliates, by providing written notice of such designation to Buyer from

time to time during the Term of this Agreement.

PROJECT SIZE: to be determined

TECHNOLOGY: solar or wind

ADDRESS: to be determined

TOWN: to be determined

TOTAL EXPECTED GENERATION: to be determined kWh

(kWh Year 1)

PERCENTAGE OF GENERATION to be determined Percent (TBD%)

ALLOCATED TO BUYER

BUYERS ALLOCATION (kWh per year): ____________*

*The Parties agree and acknowledge that Seller has the unilateral right, once it designates a Renewable

Energy Facility, to convert Buyer’s Allocation (kWh per year) to a substantially similar Percentage of

Generation Allocated to Buyer, at which point “Buyer’s Allocation” set forth above will automatically

and without further action convert to “Buyer’s Expected Allocation.” Seller is hereby authorized to

unilaterally revise and substitute EXHIBIT A hereto to reflect any such conversion, provided that Seller

shall provide written notice of any such conversion and substitution to Buyer.

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EXHIBIT B

Designated Buyer’s Utility Customer Accounts

EDC/UTILITY: National Grid

Utility Service Location

(Facility/Building)

National Grid

Account Number

3 year average consumption

(kWh/year)

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EXHIBIT C

Payment

During each EDC billing period, the amount that Buyer shall pay to Seller for the Net Metering Credits

allocated to Buyer shall be determined as follows.

Each monthly payment from Buyer to Seller will be equal to __________________ Percent (____%)

(which equals a ________________ Percent {_____%} discount rate and which may be referred to herein

as the “Contract Discount”) of the dollar amount credited by the EDC each month to the asset host

account invoice and transferred to one or more of Buyer’s electric utility accounts with the EDC;

provided, however, that notwithstanding anything in this Agreement to the contrary, under no

circumstances will the rate paid by Buyer to Seller be less than $[0.YY] per kWh.

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EXHIBIT D

RESERVED

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EXHIBIT E

Form of Sublease

SUBLEASE AGREEMENT

This Sublease Agreement (the “Agreement”) is entered into as of the ____ day of

__________________, 20____ by and between _________________________, LLC, a Rhode Island

limited liability company having a principal place of business located at 2000 Chapel View Boulevard,

Suite 500, Cranston, RI 02920 (the “Lessee”), and ____________________________, a Rhode Island

______________________ having a principal place of business located at

_______________________________ (the “Sub-Lessee”).

WHEREAS, _____________________, having a principal office located at

_________________________ (the “Lessor”) entered into a lease agreement dated

_____________________, 20_____, as amended on _____________________, 20____ (the “Master

Lease”), with Lessee respecting certain property located at ___________________ in the Town of

_____________________, County of _______________, State of Rhode Island, and known as (for

reference purposes) Tax Assessor’s Plat ____, Lot ____, as further described in EXHIBIT A attached

hereto (the “Property”);

WHEREAS, the Master Lease was entered into between Lessor and Lessee in conjunction with

and in support of one or more net-metering financing arrangement agreements between Lessee (as seller)

and one or more buyers eligible for net-metering under which: (a) Lessee owns and operates an eligible

net-metering resource on behalf of such buyers; (b) the eligible net-metering resource is located on the

Property, which is owned or controlled by Lessor; and (c) the production from the eligible net-metering

resource and the primary compensation paid by such buyer(s) to Lessee for such production through the

net-metering financing arrangement agreement(s) is directly tied to the consumption of electricity

occurring at the designated eligible net-metered accounts (collectively, the “Project”);

WHEREAS, Lessee has entered into a net-metering financing arrangement agreement dated of

even date herewith between Lessee (as seller) and Sub-Lessee (as buyer) (the “NMFA”) under which: (a)

Lessee owns and operates an eligible net-metering resource on behalf of Sub-Lessee; (b) the eligible net-

metering resource is located on the Property, which is owned or controlled by means of this Agreement

by Sub-Lessee; and (c) the production from the eligible net-metering resource and primary compensation

paid by Sub-Lessee to Lessee for such production through the NMFA is directly tied to the consumption

of electricity occurring at the designated eligible net-metered accounts as a result of the Project;

WHEREAS, in conjunction with and in support and furtherance of the NMFA, Lessee desires to

sublease the Property to Sub-Lessee on a concurrent basis, meaning that: (a) both Lessee and Sub-Lessee

shall be deemed to be lessees thereunder and to have concurrent use of the Property for purposes of

satisfying any and all site control requirements as may be required by applicable law, regulation, tariff, or

requirement of the local utility provider in conjunction with the NMFA; and (b) the obligations of the

lessee under the Master Lease shall be performed solely and exclusively by Lessee and not in any manner

by Sub-Lessee; and

WHEREAS, the Master Lease provides to Lessee with respect to the portion of the Property on

which the eligible net-metering resource is located exclusive control over and the exclusive right to

construct, operate, and maintain the eligible net-metering resource specifically and the Project in general,

including but not limited to those rights, benefits, and privileges described in the following sections of the

Master Lease: (i) Permitted Uses (Section 3.1); (ii) Upgrading Project (Section 3.2); (iii) Grant of

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Operating Easements (Section 4.1); (iv) Lessor Easements (Section 4.3); (v) “[Easements] In General

(Section 4.4); (vi) Location of Certain Easements and the Power Generating Equipment (Section 5.1);

(vii) Improvements Property of Lessee (Section 5.3); (viii) Waiver (Section 5.5); (ix) Exclusive Rights

(Section 5.6); (x) Third-Party Access (Section 5.7); (xi) Planning and Zoning (Section 8); (xii) Taking

(Section 9); (xiii) Right to Mortgage and Assign (Section 14.1); (xiv) Cooperation (Section 20); (xv) No

Interference by Lessor (Section 22.1); (xvi) Lessee Exclusive Right (Section 22.2); (xvii) Rights of

Sublessees (Section 23); (xviii) Quiet Enjoyment (Section 33); and (xix) Covenants Running with the

Land (Section 35) (all of such rights, benefits, and privileges described in this paragraph and in the

corresponding sections of the Master Lease being collectively referred to as “Lessee’s Control Rights”).

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable

consideration the receipt and sufficiency of which is hereby acknowledged, Lessee does hereby sublease

to Sub-Lessee the Property, and Sub-Lessee does hereby sublease from Lessee the Property, in each case

with such sublease made strictly and explicitly subject to the following terms and conditions.

1. Sublease by Lessee. Other than as specifically set forth in this Agreement to the contrary,

Sub-Lessee agrees to be and shall hereby be bound by all of the terms, conditions, and obligations of the

Master Lease, a copy of which is attached hereto as EXHIBIT B; provided, however, that such sublease

is made on a concurrent basis, meaning that: (a) both Lessee and Sub-Lessee shall be deemed to be

lessees thereunder, to have concurrent use of the Property for purposes of satisfying any site control

requirements as may be required by applicable law, regulation, tariff, or requirement of the local utility

provider in conjunction with the NMFA, and to enjoy on a concurrent basis in all respects Lessee’s

Control Rights as if and to the same extent that all of such rights, benefits, and privileges described above

and in the corresponding sections of the Master Lease had been set forth in full in this Agreement; (b)

THE OBLIGATIONS OF THE LESSEE UNDER THE MASTER LEASE SHALL BE

PERFORMED SOLELY AND EXCLUSIVELY BY LESSEE AND NOT IN ANY MANNER BY

SUB-LESSEE INCLUDING BUT NOT LIMITED TO ANY OBLIGATION OF LESSEE TO

INDEMNIFY LESSOR IN THE MASTER LEASE; and (c) Sub-Lessee shall not interfere with

Lessee’s performance under and obligations with respect to the Master Lease.

2. Term. The term of this Agreement (the “Sub-Lease Term”) shall be for the same term as the

NMFA, which is for a period commencing on _________________________, 20____, and terminating

on ______________________, 20_____, subject to certain renewal rights as described in the NMFA, but

under no circumstances shall exceed the term of the Master Lease. Termination of those renewal rights

described in the NMFA shall also serve as termination of this Agreement.

3. Rent. NO RENT AMOUNTS OF ANY KIND SHALL BE DUE FROM SUB-LESSEE

TO LESSEE, OR FROM SUB-LESSEE TO LESSOR, WITH RESPECT TO THE MASTER

LEASE, AND THE LESSEE’S RENT PAYMENT OBLIGATIONS UNDER THE MASTER

LEASE SHALL BE SATISFIED SOLELY AND EXCLUSIVELY BY LESSEE AND NOT IN ANY

MANNER BY SUB-LESSEE.

4. Miscellaneous.

4.1. Notices. All demands, notices, requests, and other communications hereunder shall

be in writing and shall be deemed to have been duly given and received: (i) if mailed by United States

registered or certified mail, return receipt requested, postage prepaid, addressed as set forth herein, on the

date of receipt as disclosed on the applicable return receipt; (ii) if sent by a reputable overnight courier

service that promises next business day delivery, addressed as set forth herein, on the next business day;

(iii) if sent by hand delivery, on the date delivered; and (iv) if sent by electronic mail addressed as set

forth herein on the date sent and confirmation of transmission as long as the same is also sent by one of

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the other means described herein. Rejection or other refusal to accept or the inability to deliver due to a

changed address for which no notice was given shall be deemed receipt of any such notice. All notices

hereunder shall be addressed as indicated above or as otherwise specified by the parties hereto by

notifying each other of the same in writing from time to time as provided herein. Any notices required

hereunder may be sent by counsel for a party instead of by the party directly and may be sent to counsel

for a party instead of to the party directly.

4.2. Severability; Separability; Supersedure; Entire Agreement; Binding Effect; Recitals.

Any of the parts, provisions, warranties, or covenants set forth herein are severable and separable, and in

the event that they, or any one of them, shall be deemed to be void, invalid, or unenforceable by a court of

competent jurisdiction; then this Agreement shall be interpreted as if such void, invalid, or unenforceable

parts, provisions, warranties, or covenants were not set forth herein, and the remaining provisions hereof

shall remain enforceable to the extent permitted by applicable law. This Agreement supersedes all prior

negotiations and agreements, whether written or oral, between the parties hereto, and sets forth the entire

understanding and agreement of the parties hereto with respect to the transactions contemplated

hereunder. Any and all recitals herein set forth are hereby deemed to be true and correct, and shall further

be deemed incorporated by reference into and made a part hereof.

4.3. Assignment; Amendment. This Agreement, whether in whole or in part, may not be

assigned, transferred, or pledged by any party hereto, whether by operation of law or otherwise, without

the written consent of the parties hereto. No modification or amendment of this Agreement, whether in

whole or in part, shall be effective unless made in writing and signed by the parties hereto.

4.4. Governing Law; Consent to Jurisdiction; Counterparts; Exhibits and Schedules.

This Agreement is being delivered and is intended to be performed in the State of Rhode Island and shall

be construed and enforced in accordance with the laws of that state without reference to the rules of

conflicts of laws thereof. In any litigation connected with or arising from this Agreement, the parties

hereto hereby consent to and confer exclusive jurisdiction on the courts of the State of Rhode Island, in

Providence, Rhode Island, and on the United States District Court for the District of Rhode Island, and

hereby expressly waive any objections to personal jurisdiction, venue, and inconvenient forum in any

such courts. This Agreement may be executed simultaneously in one or more counterparts, each of which

shall be deemed an original, and all of which together shall constitute one and the same instrument. Any

exhibits or schedules annexed hereto are hereby deemed incorporated by reference into and a part hereof

as if the same had been set forth verbatim herein.

4.5. Conflict; Harmonious Interpretation. In the event of a conflict between the terms of

this Agreement and the terms of the Master Lease, the terms of each document are to be read

harmoniously and with the common goal of permitting concurrent use and control of the Property for

purposes of satisfying any and all site control requirements as may be required by applicable law,

regulation, tariff, or requirement of the local utility provider in conjunction with the NMFA.

[The remainder of this page intentionally left blank. Signature page to follow.]

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IN WITNESS WHEREOF, Lessee and Sub-Lessee have caused this instrument to be executed on

the day and date first above written.

WITNESS: ____________________________, LLC, Lessee

_________________________ By_________________________

Name: Mark P. DePasquale, _____________

____________________________, Sub-Lessee

_________________________ By_________________________

Name: Name:

Title:

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EXHIBIT A

TO SUBLEASE

Description of Property

______________________, ________________, RI _____, Tax Assessor’s Plat ____, Lot ____

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EXHIBIT B

TO SUBLEASE

Copy of Master Lease

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To: Board of Directors From: Iftikhar Ahmad President and CEO Through: Christine Vitt Senior Vice President Chief Infrastructure Officer Date: July 30, 2020 Subject: ACTION ITEM: 7(d) Legal Representation in Harriet Kniffer, et al. v. RIAC & RIDOT

STAFF ANALYSIS RECOMMENDATION: To authorize the President and CEO, or his designee, to execute a Letter of Engagement with Adler Pollock & Sheehan PC (APS) to provide representation for the Rhode Island Airport Corporation (RIAC) and Rhode Island Department of Transportation (RIDOT) in the Harriet Kniffer, et al. v. RIAC & RIDOT litigation in accordance with RIGL §37-2-70. BACKGROUND INFORMATION: Since March 29, 2018, Attorney Harris Weiner has been engaged as defense counsel for Rhode Island Airport Corporation (RIAC) and the Rhode Island Department of Transportation (RIDOT) in the ongoing Harriet Kniffer, et al. v. RIAC & RIDOT lawsuit. This litigation concerns eminent domain authority in connection with avigation easements surrounding Rhode Island Airports. RIAC has met its $100k self-insured retention (SIR); and as a result, Chubb insurance has provided coverage for defense fees in this litigation. Chubb has asserted its rights under the applicable policy to transition to new counsel to represent RIAC and RIDOT in this matter. RIAC has received assurances from Chubb that the transition to new counsel will be fully covered and supported to be as smooth as possible without jeopardizing the litigation.. Pursuant to RIGL §37-2-70, RIAC has determined the following:

(1) RIAC requires the services to defend this litigation;

(2) No legal personnel employed by RIAC on a full-time basis is available to perform these services;

(3) That funding is available and is the responsibility of RIAC’s insurance carrier, Chubb;

(4) That attorneys to be engaged meet the following minimum requirements:

(i) Appropriate professional licensing;

(ii) Adler Pollock & Sheehan PC has demonstrated competence to perform these services as reflected by formal training and education, general experience, experience in providing

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the required services, and the qualifications and competence of persons who would be assigned to perform the services; and

(iii) Adler Pollock & Sheehan PC has demonstrated the ability to perform the services as reflected by workload and availability of adequate personnel, equipment, and facilities to perform the services expeditiously.

RECOMMENDATION: Approve APS representation: In consideration of APS’ experienced team of proposed attorneys, APS will

provide RIAC/RIDOT with a robust defense in this case. Staff recommends proceeding with this option.

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