MEMORANDUM OF AGREEMENT 

BETWEEN 

PALMETTO RAJLWAYS 

AND 

THE NEIGHBORHOOD ASSOCIATION, THE UNION 

HEIGHTS COMMUNITY COUNCIL, THE LOWCOUNTRY ALLIANCE FOR 

MODEL COMMUNITIES, AND THE MET ANOIA COMMUNITY DEVELOPMENT 

CORPORATION RELATED TO THE USE OF MITIGATION FUNDS IN 

CONNECTION WITH THE REDEVELOPMENT ON THE NAVY BASE 

INTERMODAL FACIUTY 

This Agreement (the "Agreement") is made and entered in Charleston, South Carolina as of the day 

of October 18, 2016 ("Effective Date''), by and between the South Carolina Division of Public 

Railways, a Division of the South Carolina Department of Commerce, d/b/a PALMETTO 

RAILWAYS ("Palmetto Railways''), and the leaders of the Chicora-Cherokee Neighborhood 

Association, the Union Heights Community Council, the Lowcou.ntty .Alliance for Model 

Communities ("LAMC''), and the Metanoia. Community Development Corporation (hereafter 

refetted to as the "Community Mitigation Working Gtoup''). Palmetto Railways and the Community 

Mitigation Wo.clcing Group are sometimes referred to herein collectively as the "Parties". This 

Agreement is entered into on the basis of the following facts, understandings, and intentions of all the 

Parties. 

WHEREAS, Palmetto Railways has proposed the construction and operation of the Navy 

Base Intermodal Facility ("NBIF') at the fonner Charleston Naval Complex ("CNC''); 

WHEREAS, Palmetto Railways bas applied to the United States Atmy Corps of Engineers, 

Charleston District ("Cotps"), for a pennit for the construction and operation of the proposed NBIF 

('Permit") and to the Federal Railroad Administration ("FRA") for funding for construction and 

opetation of the proposed NBIF; 

WHEREAS, the Community Mitigation Working Group involved in this mitigation 

agreement are: The Chicora-Cherokee Neighborhood Association and the Union Heights Community 

Council (the ''Communities''), both with a mission to make their respective neighborhoods healthy 

communities in all respects; the Lowcountry Alliance for Model Communities, a 501(c)(3) 

organization founded for the purpose of advocating environmental justice and promoting community 

development, education, quality housing and community empowerment in Accabee, ChicoraCherokee, Union Heights, Howard Heights, Windsor Place, Five Mile and Liberty Hill; and the 

Metanoia Community Development Corporation, a 501(c)(3) organization working to discover and 

grow the assets of distressed communities in the southern portion. of North Charleston with a 

particular focus on the Chicora-Cherokee community. 

WHEREAS, it is the desire and intent of the Parties to take certain mitigation and 

enhancement actions that will reduce, avoid, or offset actual and direct and indirect, negative 

.impacts in the Chicora-Cherokee and Union Heights communities related to the construction and 

operation of the proposed NBIF at the former CNC. These communities are identified as those in 

closest proximity to the proposed NBIF facility. 

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• Chicora-Cherokee is bound by Spruill Avenue to the north, Viaduct Road and 

Burton Lane to the South, and Avenue D South to the east and Meeting Street to 

the west. 

• Union Heights is essentially a triangle bound by Stromboli Avenue, Spruill Avenue 

and Meeting Street. It also includes the former Windsor Place neighborhood. 

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, 

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

intending to be legally bound thereby, the Parties agree as follows: 

1. Background. In an effort to reduce, avoid, or offset actual and potential, direct and indirect, 

negative impacts in the Chicora-Cherokee and Union Heights Communities related to the 

construction and operation of the proposed NBIF, the Parties have worked cooperatively to develop 

an appropriate mitigation plan that addresses the concerns of these Communities. The Parties now 

wish to enter into this Agreement, which identifies the scope of the mitigation and enhancement 

activities, sources of funding, and roles and responsibilities of the Parties hereto in connection 

therewith. 

2. Project Tru;get Area. The project target area is the Chicora--Cherokee and Union Heights 

Communities, as defined herein. 

3. Relocation Area. The relocation services that are offered by Palmetto Railways as a part of 

this Agreement are limited to owner-occupied residential property owners that, as of the Effective 

Date, reside in the area bounded by the NBIF on the East/Northeast, Quitman's Marsh on the 

South/Southeast, North Carolina Avenue on the West/Southwest, and Reynolds Avenue on 

North/Northwest C'Relocation Area") (see Attachment A). 

4. Mitigation and Enhancement Activities to be Accomplished Th.toygh this Agreement. 

The Parties agree that the scope of the mitigation and enhancement actions to compensate 

the Communities for the impacts of the NBIF shall be: 

A. Palmetto Railways shall fund (1) Three Million and 00/100 Dollars ($3,000,000.00) for 

the construction of a community recreation center ("Rec Center'') on property to be 

provided by the City of North Charleston, located in the area commonly referred to 

as the Chicora Tank Farm. Palmetto Railways understands the Rec Center is proposed 

to include approximately 10,000/sf of gymnasium space and approximately 5,000/sf 

of fitness facility space, office space, bathroom facilities. LAMC commits to provide 

$200,000 for fitness equipment and $50,000 for exterior fitness stations. Palmetto 

Railways supports inclusion of an outdoor area that could be used as a community 

farmer's market in the planning for the Rec Center. 

B. Palmetto Railways shall provide an additional One Million and 00/100 Dollars 

($1,000,000) in mitigation funds to mitigate for the impacts of the NBIF. Such funding 

amount may be increased as set forth in Section S.B should the construction funds for 

the Rec Center set forth in Section 4.A not be fully expended or utilized The funds 

shall be disbursed in the following manner. 

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• 47% shall go to establish a revolving fund for affordable housing in the 

affected Communities to be stewarded by the Metanoia Community 

Development Corporation. 

• 13% shall go to establish a Job Training Endowment at the Coastal 

Community Foundation to provide job t:taining scholarships for the 

Communities. 

• 13% shall go to support educational inidatives in the Commwtities through 

the creation of an endowment at the Coastal Community Foundation for this 

purpose. 

• 13% shall go to toward environmental research, monitoring and health impact 

studies within the Communities to be stewarded by the Charleston Area 

Research to Action Board. 

• 8% shall go toward an endowment at the Coastal Community Foundation that 

will provide support for organizations offering assistance to youth within the 

Communities. 

• 6% shall go toward an endowment at the Coastal Community Foundation that 

will provide capacity building trainings for community organizations wotking 

Communities. 

It is the responsibility of the Communities to ensure that once funded by Palmetto 

Railways that these funds are utilized for the purposes for which they are designated 

C. The devdopment of an agreement with the South Carolina Department of Health and 

Environmental Control to address certain concems related to the environmental 

impacts of the Project including support for operational efficiencies and Best 

Management Practices for intermodal facilities. 

D. Palmetto Railways, as part of the construction of the NBIF, will provide a One 

Hundred Foot (100 foot) buffer with a landscaped earthen bettn and noise wall 

between the NBIF and the adjacent Chicora-Cherokee Neighborhood. The buffer 

will be appropriately landscaped with native, non-evasive vegetation. When 

appropriate, Palmetto Railways will seek exceptions to the City of North Charleston's 

Tree Preservation Otdinance for vegetation options that can support appropriate 

mitigation. The buffer will be permanendy maintained by Palmetto Railways. 

E. For a period of three (3) years after the official opening of the NBIF, Palmetto 

Railways shall provide relocation services to owner-occupied residential property 

owners who, as of the Effective Date, reside in the Relocation Mea from 100 feet of 

the project up to North Carolina Avenue. The relocation services provided by 

Palmetto Railways will be consistent with the Unifotm Rdocatioo Assistance and Real 

Property Acquisition Act of 1970, 42 U.S.C.A. §§ 4601 el seq., as amended. 

F Palmetto Railways will maintain its 5% set aside goal for DBEs in its construction 

contracts. Palmetto Railways further com.mits to making the Community Mitigation 

Working Gtoup aware of all job opportunities, through providing job announcements 

to the community, minority media, and local organizations. Palmetto Railways will 

support job fairs in the local community, internship and training programs, with regard 

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to the facility in both its construction and ope1:at:ion sblges. Palmetto Railways will 

further investigate the possibility of summer internships for youth in partnership with 

the Community Mitigation Working Gl:oup. 

G. Palmetto Railways will support the City of North Charleston and Oass I Rail Carriers 

and the Community Mitigation Working Group to establish quiet zones for rail traffic 

within the impacted communities. 

H. Palmetto Railways will support the City of North Charleston to devdop a truck route 

and restriction plan for the area. Additionally, Palmetto Railways will work to inform 

truck traffic to the facility of streets where truck traffic is not permitted. 

I. Palmetto Railways will support the City of North Charleston in the rehabilibltion and 

repair of the former Chicora Elementary School in the Chicora-Cherokee area for the 

benefit of the community. The City of North Charleston's rehabilitation of the 

auditorium, which, when combined with the Rec Center partially funded by Palmetto 

Railways, will serve to replace the facilities that were once provided to the affected 

communities at Sterett Hall. Palmetto Railways assumes no responsibility or 

obligation, financial or otherwise, for the rehabilitation of the auditorium, which is not 

a part of this Agreement or the Mitigation Activities described herein. 

J. Palmetto lWlways will support the City of North Charleston and the Community 

Mitigation Working Group in the establishment of Quitman's Marsh as a recreational 

area 

K Palmetto llililways will support the City of North Charleston and the Community 

Mitigation Working Group in the establishment of a pool near the Rec Center 

1'be scope of mitigation and enhancement activities described in Section 4.A - K of this 

Agreement shall be referred to hereinafter as the ''Mitigation Activities". 

The Parties will support one or more of the Mitigation Activities through their respective 

responsibilities as described in Sections 8 and 9 of this Agreement. 

5. Funding. To assist in carrying out the Mitigation Activities, Palmetto Railways shall expend 

and/ot provide a total of Four Million and 00/100 Doll.a.rs ($4,000,000.00) in mitigation funds (the 

"Mitigation Funds') into the Chicora-Cherokee and Union Heights Communities as set forth in 

Section 4.A and 4.B above. With the exception of the funds designated for the construction of the 

Rec Center, as described bdow, which will be expended direcdy by Palmetto Railways to fund the 

construction of the Rec Center, the disbursement of the remaining Mitigation Funds shall be made 

directly to the entities described in Section 4.B of this document. 

The schedule of payment of the Mitigation Funds shall be as follows: 

A. The Community Mitigation Working Group understand and agree tha.t Palmetto 

Railways' obligations under this Agreement shall be expressly conditioned upon the 

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receipt of the Permit for the constructlon and operation of the NBIF from the Corps 

and FRA, respectivdy, .inclucling the respective Records of Decision from each agency. 

B. Palmetto Railways shall expend up to Three Million and 00/100 Dollars 

($3,000,000.00), as necessary and .tequired for the timdy construction of the Rec 

Cente.t and upon such design and construction schedule as is devdoped and approved. 

Should it cost less than $3,000,000.00 to complete the Rec Center, Palmetto Railways 

shall invest excess funds, up to the cap of $3,000,000.00 in the other initiatives in this 

mitigation agreement according to the percentages set forth in Section 4.B. If, prior 

to construction of the Rec Center, the Community Mitigation Working Group should 

decide that they would prefer to construct the Rec Center without Palmetto Railways' 

involvement, then, with reasonable notice, Palmetto Railways will provide the full 

amount of $3,000,000.00 in lieu of and in complete fulfillment of Palmetto Railways' 

obligations under the Agreement to oversee and contribute funding for the 

construction of the Rec Center. Providu/. however, that Palmetto Railways has no 

obligation to fund any construction of the Rec Center or make any payment under 

Section 4.A until both Records of Decision (i.e., the ROD by the Corps and the ROD 

by FRA) are issued for the NBIF. 

C. Palmetto Railways shall disburse to the entity or entities designated by the Community 

Mitigation Working Group and provided for in Section 4.B Two Hundred Thousand 

and 00/100 Dollars ($200,000.00) no later than sixty (60) days after the issuance of 

both Records of Decision (t.e., the ROD by the Corps and the ROD by FRA) for the 

NBIF. Palmetto Railways shall thereafter disburse One Hundred Thousutd and 

00/100 Dollars ($100,000.00) no later than the anniversary of Palmetto Railways' initial 

$200,000.00 payment for each succeeding yeat until such time as the full amount of 

the Mitigation Funds promised herein are fully disbursed 

D. If construction of the NBIF is halted for any reason, including by and during the 

pendency of any legal challenge to the Permit, lack of adequate funding, or Record of 

Decision, Palmetto Railways, in its discretion, may defer the construction of the Rec 

Center and any payment(s) under the schedule of this Agreement upon the provision 

of written notice to the Community Mitigation Working Group at the addtess herein 

bdow, until such time as all legal impediments to the construction and operation of 

the proposed NBIF are removed. 

6. Use of the Mitigation Funds. The Parties acknowledged and agree that the Mitigation Funds 

must be used exclusivdy for and in support of the Mitigation Activities. The Parties agree that the 

transfets and/ or alloca.tions of Mitigation Funds recited in Section 5 of this Agreement are consistent 

with the proper use of the Mitigation Funds and otherwise conform to the objectives and intent of 

the Parties. 

7. Te.ttrllnation of Funding Upon Abandonment of the Project and Return of Uncommitted 

Mitigation Funds. The Parties agree that if the NBIF is formally abandoned for any reason, then upon 

notice by Palmetto Railways to the Parties of such abandonment, all remaining obligations for funding 

by Palmetto Railways under Section 5 of this Agreement, as well as any active and remaining duties of 

Palmetto Railways under Section 9 of this Agreement, shall be terminated without further action by 

Palmetto Railways, and any and all uncommitted Mitigation Funds transferred to the Community 

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Mitigation Working Group pursuant to this Agreement shall be promptly returned to Palmetto 

Railways. 

8. Reporting and Record Keeping. The Parties agree to the following reporting and record 

keeping requirements attendant to theU: respective responsibilities undu this Agreement: 

A. The Community Mitigation Working Group agree to ensw:e that each investee in this 

agreement will maintain records of receipts and expenditures (mcluding checks, 

payrolls, time records, invoices, agreements, contracts, vouchers, orders and other 

data, information, and material concerning any mattu covered by this MOU) which 

shall be made available to Palmetto Railways upon reasonable notice and request. In 

addition, the Community Mitigation Wo.tk.ing Group agree to submit one annual 

report, through LAMC, to Palmetto Railways providing an accounting of the 

expenditure of Mitigation Funds in the preceding year and advising Palmetto Railways 

of progress being made on particular projects. 

B. Any entity with revenues in excess of $500,000 per year which is an investee within 

this mitigation agteement shall have an annual audit performed each year. The audit 

shall be made available to Palmetto Railways upon notice and request by Palmetto 

Railways. 

C. Palmetto Railways agrees to provide a quarterly report to the Community Mitigation 

Working Group regarding the construction of the Rec Center, until such time as 

construction is completed. 

D. Palmetto Railways agrees to provide the Community Mitigation Wo.r.king Group a final 

accounting of expenditures made in the construction of the Rec Center, within thirty 

(30) days of its completion. 

9. Responsibilities of Palmetto Railways. The responsibilities of Palmetto Railways in connection 

with this Agreement shall be limited to the following: 

A. Fund, up to a total contribution of to 1hree MilHon and 00/100 Dollars 

($3,000,000.00), as set forth in Sections 4 and 5 of this Agreement. 

B. Make payments of the remaining One Million and 00/100 Dollars ($1,000,000) 

Mitigation Funds as set forth in Section 5 of this Agreement. 

C. Cooperate in good faith with local, state, and federal agencies, the City, and the 

Community Mitigation Working Group to maximize utilization of Mitigation Funds. 

D. Enter into a memomndwn of agreement with the South Carolina Department of 

Health and Environmental Control ("DHEC") to monitor and address potential air 

impacts related to the NBIF. Palmetto Railways further commits to hosting, along with 

DHEC, annual meetings to review and address the results of the air quality monitoring 

with the Community Mitigation Working Group once the NBIF is operntional as set 

forth in such memorandum. of agreement. 

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E. Promote, within the Community Mitigation Wotking Group, available construction 

jobs related to the construction of the Rec Center and NBIF, through the respective 

contractors for those projects, as well as a job fair. In addition, Palmetto Railways 

further commits to continuing its practice of notifying the Community Mitigation 

Working Group direcdy regarding potential job opportunities in the area. 

F. For a period of th.tee (3) yeats after the official opening of the NBIF, provide 

relocation services within the Relocation Area and in accordance with the applicable 

Rdocation Policy, as amended, as described in Section 4, herein. 

10. Re§ponsibilities of the Community Mitigation Working Group sjgnjng this Mitigation 

Agreement. The responsibilities of the Parties in connection with this Agreement shall be limited to 

the following enwnerated list: 

A. Cooperate in good faith with local, state, and federal agencies, the City, and Palmetto 

Railways to maximize ut:il.i2ation of the Mitigation Funds. 

B. Ensure that Mitigation Funds are used exclusively in the and Union 

Heights Communities and for the Mitigation Activities recited in Section 4 of this 

Agreement. 

C. Publicize and inform their constituents of on-going Mitigation Activities. 

D. Enter into appropriate agreements with the Metanoia Community Development Corp., 

the Coastal Community Foundation of South Carolina, Inc., Charleston Community 

Research to Action Board, Lowcountty Development Corporation, and/ or the City of 

North Charleston or similar organizations with memoranda of understanding to ensure 

the objectives of this Agreement are achieved. 

E. Support the NBIF project, as evidenced by letters of support to the Corps, FRA, and other 

regulatory agencies, other local, state, and federal agencies, and the public. 

11. Dischacg.e and Tet:mination Upon Complete Performance. The Parties acknowledge and 

agtee that one year after the final payment is made satisfying Palmetto Railways obligation to expend 

the Mitigation Funds in Section 5 this Agreement shall terminate without further action required by 

the Parties. 

12. General Provisions. 

A. This Agtecment (mcluding any attachments and any documents incorporated herein 

by reference) constitutes the entire agreement between the Parties pertaining to the 

subject matter hereof, and teoninates, supersedes, and renders null and void any other 

prior agreement entered into between the Parties, either orally or in writing, relating to 

the subject matter herein. 

B. This Agreement shall remain in full force and effect until terminated pursuant to 

Section 11 of this Agreement, by written agreement of the Parties hereto, or by other 

legal means. 

Page 7 ofll 
C. All notices or other communications required or permitted under this Agreement shall 

be in writing to the Parties at the addresses below: 

Palmetto Railways 

Chicora-Cherokee Neighborhood Association 

Union Heights Community Council 

Lowcountty Alliance for Model Communities 

President & CEO 

Palmetto Railways 

540 East Bay Street 

Charleston, SC 29403 

President 

Chicora.-Cherokee 

Neighborhood Association 

2012 Success Street 

North Charleston, SC 29405 

President 

Union Heights Community 

Council 

2449 Beacon Street 

North Charleston, SC 29405 

President 

LAMC 

2125 Dorchester Road 

North Charleston, SC 29405 

Metanoia Community Development Corporation CEO 

Meta.noia 

2005 Reynolds Avenue 

North Charleston, SC 29405 

D. This Agreement shall be binding on the Parties, their successors, and assigns. 

E. Neitbex patty shall have the right to transfer, a.ssign or delegate its rights or obligations 

pursuant to this Agreement without prior written consent of the other Patty. 

F. This Agreement is made solely for the benefit of the Parties and docs not and is not 

intended to confer any interests, benefits, rights, or remedies, whether direct or 

indirect, or incidental, upon a.ny other person(s) and does not create any rights in any 

third parties. 

G. This Agreement may be executed in two or more counterparts, each of which together 

shall be deemed an original, but all of which togetbex shall constitute one and the same 

instrument 

I. All modifications or amendments to this Agteement must be approved by the Parties 

hereto in a signed writing. 

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J. This Agreement contains all the promises, covenants, agreements, and understandings 

between the Parties concerning the subject matter herein, and the execution of this 

Agreement has not been induced by either Party by any representations, ptotnises, or 

understandings not expressed herein. There are no collatetal agreements, stipulations, 

protnises, or undertakings that ate not expressly referenced herein. 

K This Agreement and the legal relationship between the Parties shall be governed by 

and construed in accordance with the laws of the State of South Caroliaa. 

Page 9 of 11 
In Witness Whereof, the Parties have caused this Agreement to be executed when sjgoed and 

da.t.ed below. 

Printed Name 

Mtivn 

Printed Name 

i/i; M.--

Printed Name 

Wimess 

Printed Name 

GmeUo f<>_ So { { 

Printed Name 

For Palmetto Railways: 

By: 

4/L._ 

Jeffrey Mcwhorter, President & CEO 

Palmetto Railways 

For the Parties: 

Da./. ij&jlf ( 

Chicora-Cherokee N eigbborhood Association 

Date: /0 -..d-:1-if.O/'=' 

tJ£L-L Date: 10/zt d6 

Onw: Muh.aliUD.ad I 

Lowcountry Alliance for Model Communities 

Metanoia ommunity Development Corporation 

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