MOA#: - -----

MEMORANDUM OF AGREEMENT 

BETWEEN THE 

S.C. DEPARTMENT OF HEALTH AND ENVIRONMENTAL CONTROL 

AND 

PALMETTO RAILWAYS 

REGARDING THE NAVY BASE INTERMODAL FACILITY PROJECT IN 

CHARLESTON COUNTY, SOUTH CAROLINA 

This Memorandum of Agreement (MOA) is made and entered into of October 

20 I 6, by and between the South Carolina Department of Health and Environmental Control 

(DHEC) and Palmetto Railways, a division ofthe South Carolina Department of Commerce (PR) 

(each a Party and collectively Parties). 

RECITALS 

WHEREAS, PR is committed to responsible environmental stewardship; 

WHEREAS, DHEC and PR recognize the importance of clean and healthy air for 

communities in the Charleston area; 

WHEREAS, DHEC and PR desire that the Charleston area continue to maintain its 

designation as "attainment" for all criteria pollutants under the Clean Air Act, 42 U.S.C.A. §§ 740 I 

et seq.; 

WHEREAS, DHEC and PR seek to facilitate and enhance economic growth and 

development and foster a vibrant marketplace for the State of South Carolina; 

WHEREAS, PR has proposed construction and operation of the Navy Base lntermodal 

Facility (NBIF) at the former Charleston Naval Complex (CNC) and is willing to voluntarily 

undertake certain mitigation measures to reduce air emissions from proposed and existing PR 

facilities; and 

WHEREAS, DHEC is willing to provide technical assistance and expertise in support of 

PR as it evaluates fiscally feasible and demonstrated technologies and practices of intermodal 

facilities on the east coast in areas designated as attainment that may mitigate certain air emissions 

from the proposed and existing PR facilities. 

NOW THEREFORE, in furtherance of these recitations and in consideration of the mutual 

covenants and promises made herein, the Parties agree as follows: 

1.0 PURPOSE 

I. I The Parties recognize that economic development and a cleaner environment can 

be mutually compatible goals, and the Parties seek to implement options that wilt 

minimize the air emissions for the community and environment of the region and 

that support economic development in the State of South Carolina. The Parties 

Page I of4 
MOA#: _ ____ _ 

seek to establish a working relationship that balances the economic development 

needs ofPR and the State of South Carolina related to the proposed rail facilities in 

the Charleston area and air impacts resulting from such economic development. 

2.0 TERM OF THE MOA 

2.1 This MOA will expire by its terms on December 31, 2019, unless otherwise 

terminated in accordance with this section. 

2.2 This MOA will terminate 

(a) should any requisite governmental permit, approval, license, 

permission, or review be denied or otherwise issued in a manner that 

substantially impairs the construction of the NBIF, including but not 

limited to any and all additional or necessary federal permits, any 

and all additional or necessary state pennits, and the final 

environmental impact statement and record of decision related to the 

project pursuant to the National Environmental Policy Act; or 

(b) should PR determine, in its sole discretion, that it will not continue 

with the construction or operation of the NBIF project. 

PR will provide written notice of termination to the Director of DHEC upon the 

occurrence of either event in Section 2.2(a) or (b). Upon termination, PR shall have 

no further obligation, duty, or responsibility arising under or related to this MOA. 

3.0 COMMITMENTS OF DHEC 

3 .I DHEC commits to promptly and thoroughly review any regulatory determinations 

and respond to requested consultations by PR. 

3.2 DHEC commits to designate a point of contact who will make staff reasonably 

available to participate in discussions related to the design of the NBIF (see Section 

4.1). 

3.3 DHEC commits to designate a point of contact who will make staff reasonably 

available to participate in discussions and review of operational and equipment 

options at future and existing PR facilities (see Section 4.2). 

3.4 DHEC commits to work cooperatively with PR in evaluating reasonable and proven 

practices and technologies to assist PR in meeting applicable environmental 

standards at the proposed and existing PR facilities while fairly accounting for 

environmental and economic considerations. 

3.5 During the term of this MOA and for two years after operations begin at the NBIF, 

DHEC shall conduct an annual community meeting in the vicinity of the NBIF to 

Page 2 of4 
MOA#: ------

update the community on relevant environmental and health issues. PR shall use its 

best efforts to cooperate and assist DHEC with such community meeting as may be 

reasonably requested by DHEC. 

4.0 COMMITMENTS OF PR 

4.1 PR commits to work cooperatively with DHEC staff to evaluate potential design, 

operation, and equipment options that are environmentally beneficial and fiscally 

feasible with demonstrated technologies and practices of intermodal facilities on 

the east coast in areas designated as attainment for implementation at the NBIF (see 

Section 3.2). PR will consider innovative technologies on a case-by-case basis. 

4.2 PR commits to work cooperatively with DHEC staff to evaluate operational and 

equipment options that are environmentally beneficial and fiscally feasible with 

demonstrated technologies and practices of intermodal facilities on the east coast 

in areas designated as attainment for implementation at existing PR rail facilities 

(see Section 3.3). PR will consider innovative technologies on a case-by-case basis. 

4.3 PR commits that when major equipment reaches the end of its useful life and is 

retired, PR will identify and replace such equipment with environmentally 

beneficial and fiscally feasible equipment and demonstrated technology of 

intermodal facilities on the east coast in areas designated as attainment then 

currently available. 

4.3.1 As an example of this commitment, replacement equipment for retired 

equipment will include engines that meet the federal Tier 3 or higher 

emission standard. 

4.4 PR will designate one (1) individual as the point of contact with DHEC related to 

the implementation of this MOA. 

4.5 PR will contribute Fifty Thousand and 00/100 Dollars ($50,000.00) to DHEC 

towards ambient air quality initiatives in the Charleston region in conjunction and 

coordination with the Medical University of South Carolina, for which DHEC will 

serve as the lead and point of contact, to be payable within thirty (30) days of the 

commencement of construction of the NBIF. 

4.6 PR will include in its contractor bid documents and in the construction contract for 

the NBIF the terms, conditions, and provisions set forth in Exhibit A to this MOA. 

These terms, conditions, and provisions are designed to ensure the implementation 

of best management practices and minimize air emissions during the construction 

of the NBIF. 

Page 3 of4 
MOA#: ------

5.0 OTHER MATERIAL TERMS 

5.1 This MOA is made and entered into in the State of South Carolina and shall in all 

respects be interpreted and governed under the laws of the State of South Carolina. 

5.2 This MOA constitutes the entire agreement between the Parties pertaining to the 

subject matter hereof and embodies, merges, and integrates all prior and current 

agreements and understandings of the Parties. No interpretation, clarification, 

modification, change, amendment, termination or waiver of any provision pursuant 

to this MOA shaH be binding upon a Party except in writing signed by each of the 

signatories hereto or their other authorized representatives. 

5.3 The Parties agree that this MOA is a contract entered into solely for their mutual 

benefit only and is not intended and does not create any independent or separate 

rights or benefits for any third parties. 

5.4 Neither Party shall have the right to transfer, assign, or delegate its rights or 

obligations pursuant to this MOA without the written consent of the other Party. 

5.5 This MOA shall inure solely to the benefit of and be binding upon the Parties hereto 

and their successors. 

5.6 This section and other headings contained in this MOA are for reference purposes 

only and shall not affect the interpretation or meaning of this MOA. This MOA 

may be executed in one or more counterparts, each of which shall be deemed an 

original but all of which together shall constitute one and the same instrument. 

5.7 Except as may be provided herein to the contrary, nothing herein shall waive the 

powers which PR and DHEC have under existing law. Nothing in this MOA is 

intended or shall be construed to relieve PR of any obligations under federal or state 

environmental or other statutes or regulations. 

IN WITNESS WHEREOF the Parties have caused their authorized representatives to 

execute this Memorandum of Agreement and set their hands and seals as of the date first set forth 

above. 

SOUTH CAROLINA DEPARTMENT 

OF HEALTH & ENVIRONMENTAL 

CONTROL 

Catherine E. Heigel 

Agency Director 

Page 4 of4 

PALMETTO RAILWAYS 

Jeffrey c orter 

President & Chief Executive Officer 
EXHIBIT A 

Pursuant to Section 4.6 of the MOA, contractor bid documents and the construction contract for 

the NBIF will include the following terms: 

(1) The Contractor shall perform work in compliance with all applicable local, state, 

and federal environmental laws and requirements. 

(2) For aU non-road equipment used on the job producing between 100 and 750 

horsepower, the Contractor shall use low emission vehicles that conform to the 

federal Tier 2 or higher eDllssJons standards. Please visit 

https://www3.epa.gov/otag/nonroad-diesel.htm for additional guidance pertaining 

to this requirement. 

(3) Diesel combustion engines on construction equipment not in active use shall be 

turned off. 

(4) The Contractor shall provide a list of all equipment and vehicles to be used to 

complete the work including type, manufacturer, model, serial number, horsepower 

rating, and model year for approval prior to commencing work. 

(5) The Contractor shall develop and implement a dust control plan using best 

management practices that may include, by way of example, water spraying, 

applying mulch and establishing vegetation, applying polymers, and spraying 

tackifiers in compliance with local, state and federal law.