REQUEST FOR PROPOSALS for - Horry County...Advertisement . COUNTY OF HORRY . Horry County, South...

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___________________________________________________ REQUEST FOR PROPOSALS for Lease of 2.62 Acre Aeronautical Use Parcel at Myrtle Beach International Airport (MYR) - Horry County Department of Airports (TMS 186-00-01-316) RFP# 2016-17-053 Proposals Due: 2:00 PM Local Time, Wednesday, April 19, 2017* *Should the County be unsuccessful in awarding a Lease Agreement following the initial proposal submission, the County will continue to accept proposals on a continuous basis until 2:00 PM Local Time on Wednesday, April 18, 2018, or until the County has entered into a Lease Agreement for the land outlined in this RFP, whichever comes first. Prepared by: Horry County Department of Airports 1100 Jetport Road, Myrtle Beach, SC 29577 and Horry County Procurement Office 3230 Hwy 319 East, Conway, SC 29526 Requests for information regarding this Request For Proposals should be directed to the Office of Procurement. RFP 2016-17-053 March 20, 2017 Page 1 of 138

Transcript of REQUEST FOR PROPOSALS for - Horry County...Advertisement . COUNTY OF HORRY . Horry County, South...

Page 1: REQUEST FOR PROPOSALS for - Horry County...Advertisement . COUNTY OF HORRY . Horry County, South Carolina, is requesting for its DEPARTMENT OF AIRPORTS (HCDA) proposals from interested

___________________________________________________

REQUEST FOR PROPOSALS

for

Lease of 2.62 Acre Aeronautical Use Parcel at Myrtle Beach International Airport (MYR) - Horry County Department of Airports (TMS 186-00-01-316)

RFP# 2016-17-053

Proposals Due: 2:00 PM Local Time, Wednesday, April 19, 2017*

*Should the County be unsuccessful in awarding a Lease Agreement following the initial proposal submission, theCounty will continue to accept proposals on a continuous basis until 2:00 PM Local Time on Wednesday, April 18,2018, or until the County has entered into a Lease Agreement for the land outlined in this RFP, whichever comesfirst.

Prepared by:

Horry County Department of Airports

1100 Jetport Road, Myrtle Beach, SC 29577

and

Horry County Procurement Office

3230 Hwy 319 East, Conway, SC 29526

Requests for information regarding this Request For Proposals should be directed to the Office of Procurement.

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Table of Contents

Advertisement ................................................................................................................................ 3

General Instructions to Proposers ................................................................................................. 4

Instructions to Proposers ............................................................................................................. 10

Required Forms

Attachment “A” – Proposer Information ................................................................................................ 14

Attachment “B” – Financial Offer to County ........................................................................................... 21

Attachment “C” – Proposal Bond Form .................................................................................................. 22

Attachment “D” – Form of Non-Collusion Affidavit ................................................................................ 23

Attachment “E” – Acknowledgement of Addenda ................................................................................. 24

Attachment “F” – Land Use Covenants & Restrictions ........................................................................... 25

Exhibits

Exhibit “A” – Property Map ..................................................................................................................... 26

Exhibit “B” – Sample Lease Agreement .................................................................................................. 27

Exhibit “C” – Environmental Considerations (NEED) .............................................................................. 55

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Advertisement

COUNTY OF HORRY

Horry County, South Carolina, is requesting for its DEPARTMENT OF AIRPORTS (HCDA) proposals from interested and qualified parties for the Lease of a 2.62 Acre Aeronautical Use Parcel at Myrtle Beach International Airport (MYR) – Horry County Department of Airports (TMS 186-00-01-316), in Myrtle Beach, South Carolina. Initial Proposals shall be enclosed in a sealed envelope, clearly marked “RFP #2016-17-053 Lease of 2.62 Acre Aeronautical Use Parcel at Myrtle Beach International Airport (MYR) - Horry County Department of Airports (TMS 186-00-01-316)” on the outside of the envelope and be hand-delivered or mailed no later than 2:00 PM Local Time, Wednesday, April 19, 2017 to the Office of Procurement 3230 Hwy 319 EAST, Conway, SC 29526-5425. No facsimiles, emails or telephone proposals will be accepted. Proposers using express mail services are cautioned to ensure that morning delivery is specified.

Should the County be unsuccessful in awarding a Lease Agreement following the initial proposal submission, the County will continue to accept proposals on a continuous basis until 2:00 PM Local Time on Wednesday, April 18, 2018 or until the County has entered into an Agreement for the land outlined in this RFP, whichever comes first. After the initial submission deadline, proposals will be reviewed based upon the order in which they are received by the Office of Procurement.

There is not a pre-proposal meeting associated with this RFP, however, all interested parties and potential proposers are encouraged to view the property at their discretion. Please contact Kirk Lovell, Director of Air Service and Business Development by email at [email protected] to schedule a site visit. Please reference “Site Visit, Lease of 2.62 Acre Aeronautical Use Parcel at Myrtle Beach International Airport (MYR) – Horry County Department of Airports (TMS 186-00-01-316)” in the subject line.

The solicitation (RFP) document and associated addenda can be accessed from the County’s website by visiting http://www.horrycounty.org/Departments/Procurement/Bids.aspx.

Contact information for this Project: Ms. Amy Norris via [email protected] or 843.915.5380.

Each proposal must be accompanied by a Cashier’s Check, made payable to Horry County Department of Airports, in the amount of Five Thousand and 00/100 ($5,000.00) Dollars along with the Required Proposal Bond Form, as security for the successful proposer to lease HCDA real estate.

The Horry County Department of Airports, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

The requirements of 49 CFR part 26 apply to this contract. It is the policy of the Horry County Department of Airports to practice nondiscrimination based on race, color, sex or national origin in the award or performance of this contract. The Owner encourages participation by all firms qualifying under this solicitation regardless of business size or ownership.

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GENERAL INSTRUCTIONS TO PROPOSERS

A. GENERAL Sealed proposals shall be enclosed and secured in an envelope/package and properly marked and displayed on outside of envelope/package bearing the name and address of proposer, proposal number and project identification. No other information shall be included or written on the outside of the proposal envelope/package. Horry County shall not be responsible for unidentified proposals. Proposals should be addressed to:

Horry County Office of Procurement

3230 Hwy 319 EAST Conway, South Carolina 29526-5425

Hand-delivered proposals should be delivered to the same above referenced address. Submitters using express mail services are cautioned to ensure that morning delivery is specified.

Initial Proposals shall be submitted no later than 2:00 PM Local Time, Wednesday, April 19, 2017, in the Office of Procurement at the address stated above. At that time, only the names of the Proposers will be announced. No facsimiles, emails or telephone proposals will be accepted. Any proposals received later than the 2:00 PM deadline will be considered a “LATE” and will not be accepted. There is not a pre-proposal meeting associated with this RFP, however, all interested parties and potential proposers are encouraged to view the property at their discretion. Please contact Kirk Lovell, Director of Air Service and Business Development by email at [email protected] to schedule a site visit. Please reference “Site Visit, Lease of 2.62 Acre Aeronautical Use Parcel at Myrtle Beach International Airport (MYR) – Horry County Department of Airports (TMS 186-00-01-316)” in the subject line. Should the County be unsuccessful in awarding a Lease Agreement following the initial proposal submission due date, the County will continue to accept proposals on a continuous basis until 2:00 PM, Local Time, Wednesday, April 18, 2018 or until the County has entered into an Agreement for the lease of the property as outlined in this RFP; whichever comes first. Proposals will be reviewed based upon the order in which they are received by the Office of Procurement, therefore, interested parties are encouraged to submit their proposal in a timely manner as the County will review one proposal at a time and will not open the next proposal in line until the proposal under review has been officially rejected in writing.

B. EXAMINATION OF RFP DOCUMENT Prior to submitting a proposal, each Proposer shall carefully examine the RFP documents, study and thoroughly familiarize themselves with the specifications/requirements thereof, and notify Owner of all conflicts, errors, or discrepancies. The Proposer shall certify their proposal correctly by completing the required Proposer Certification Form. All proposals shall be submitted in ink or typewritten. Proposals may be rejected if any omissions, alteration of form, additions not called for, or any irregularities of any kind are shown. The proposal shall remain firm for not less than one hundred-eighty (180) calendar days from the date proposal is due.

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The Proposer’s name and solicitation number shall be included when specifications or descriptive papers are submitted with proposal. By submission of this proposal, the Proposer guarantees that all goods and services meet the requirements of the solicitation.

C. QUESTIONS

Submit written questions to [email protected], Attention: Director of Procurement, not later than 2:00 PM, Local Time, Thursday, April 6, 2017. Place careful attention to ensure that “RFP #2016-17-053 Lease of a 2.62 Acre Aeronautical Use Parcel at Myrtle Beach International Airport (MYR) – Horry County Department of Airports (TMS 186-00-01-316)” is included in the subject line of the email message.

D. ADDENDUM

If it becomes necessary to revise any part of this RFP, an addendum will be provided in writing and posted to the Horry County website. All amendments issued by Horry County must be acknowledged in writing by the Proposer. Verbal information obtained otherwise will not be considered in the awarding of the proposal. It shall be the Proposer’s responsibility to ensure that s/he has all addenda by visiting the Horry County Procurement website: http://www.horrycounty.org/departments/procurement/bids.aspx

; dd E. TAXES

When applicable, Horry County pays seven percent (7%) sales tax; the sales tax rate for the City of Myrtle Beach is eight percent (8%). Myrtle Beach International Airport (MYR) is within the City of Myrtle Beach city limits. Effective May 1, 2017 rates will change to eight percent (8%) within Horry County and nine percent (9%) within the city limits of Myrtle Beach. F. LICENSES All Proposers must be properly licensed to do business in the State of South Carolina and must comply with the Code of Laws of South Carolina, including Section 40-11-200, when applicable. Your company does not need to be based in South Carolina; however, Submitters are required to submit evidence of all professional licenses required to complete the work as part of the RFQ submittal. Failure to comply may be automatic grounds for rejecting the submittal as non-responsive. A City of Myrtle Beach business license will be required after the execution of the contract and a copy must be submitted prior to submission of the first invoice for payment. G. MISCELLANEOUS PROVISIONS

This RFP will be conducted in accordance with Horry County Procurement Code and Regulation (this ordinance can be found in its entirety on the County’s web site: http://www.horrycounty.org/portals/0/docs/procurement/CodeandReg.pdf). Horry County reserves the right to reject any or all proposals and further reserves the right to waive technicalities and formalities in proposals as well as to accept in whole or in part such proposal or

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proposals where it deems it advisable in protection of the best interest of the County. The County shall be the sole judge as to whether proposals submitted meet all requirements contained in this procurement. This procurement does not commit the County of Horry to award a contract, to pay any costs incurred in the preparation of the proposal, or to procure or contract for goods of services listed herein. Costs associated with proposal preparation, oral interviews or presentations shall be the sole responsibility of the proposer. Horry County hereby notifies all those responding to this RFP that, in accordance with the provisions of the Civil Rights Act of 1964 (4 Chapter 21, Title 42, of the U.S. Code) and Regulations promulgated in connection therewith, that it will affirmatively ensure that any contract entered into pursuant to this RFP, disadvantaged business enterprises will be afforded full and fair opportunity to make submittals in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

H. PROPOSAL GUARANTEE

Each proposal must be accompanied by a Bank Cashier’s Check or Certified Check made payable to Horry County, in the amount of Five Thousand and no/100 ($5,000.00) Dollars as a guarantee that the successful Proposer will enter into a lease agreement with Horry County. The “Required” Proposal Bond Form must be completed and attached with the Bank Cashier’s Check or Certified Check submitted. The aforementioned guarantee, is to be retained by the Horry County Department of Airports as liquidated damages in the event the successful Proposer fails to enter into the contract as provided herein, or upon failure to comply with all of the conditions made in its proposal. The Proposal Guarantee of the successful proposer, upon lease of the property, will not be returned, but applied at closing as a credit against the lease price of the successful proposer. No escrowing of the Proposal Guarantee deposit will be accepted. All other Proposal Guarantees will be released to those non-successful proposers by the Airport.

I. CONTRACT AWARD Whether or not discussions or negotiations are held, award will be made to the proposer whose proposal is deemed most advantageous to the County, considering all evaluating factors. Horry County shall be the sole judge of this determination; therefore, award may be made to other than the highest lease price. The County will determine the most advantageous proposal based upon the evaluation criteria and recommend the selected Proposer(s). The County may request additional information, including best and final offer, from one or more interested parties after the submission of the initial proposals in order to clarify, confirm, or properly evaluate any proposals. The County also reserves the right to negotiate terms of the contract with the intended firm pursuant to the County's Procurement Regulation that may be viewed in its entirety by visiting http://www.horrycounty.org/portals/0/docs/procurement/CodeandReg.pdf

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If awarded, selected firm will be required to sign a Lease Agreement. A copy of the firm's proposal may be incorporated by reference to the Lease Agreement; however, in the event of any ambiguity, the County's agreement and Procurement Code and Regulation will prevail. The County reserves the right to accept or reject any or all proposals received as a result of this RFP, or to negotiate separately with competing proposers, and to waive any informalities, defects, or irregularities in any proposal, or to accept that proposal which in the judgment of the proper officials, is in the best interest of the County. J. TERM OF AGREEMENT

The proposed term of this agreement shall be for twenty (20) years from the effective date as stated in Exhibit B, Sample Lease Agreement. The County may consider an extension to the lease term, however, in order to do so, the successful Proposer must submit a revised financial offer. K. INSURANCE REQUIREMENTS The successful Proposer shall provide proof of all required insurance(s). Insurance amounts shall be based on the type of proposed operation to be performed on the property. Determined insurance requirements are at the sole discretion of Horry County. Insurance shall indemnify the County against any and all claims arising under or as a result of the performance of the contract. The County of Horry shall be named as an additional insured on all liability policies. The County must also be provided with thirty (30) days’ notice prior to cancellation, modification or reduction in limits of any stipulated insurance. L. BROKERAGE COMMISSION

Should the County enter into a Lease Agreement for the property, the associated Real Estate Firm may be entitled to commissions paid by the County from the proceeds of the lease upon execution of the Agreement by all parties. Proposers must clearly state their requested commission amount. M. INDEPENDENT CONTRACTOR STATUS The selected proposer shall not, by entering into an Agreement, become a servant, agent, or employee of Horry County, but shall remain at all times an independent contractor to the County. The Agreement shall not be deemed to create any joint venture, partnership, or common enterprise between the vending contractor and Horry County, and the rights and obligations of the parties shall not be other than as expressly set forth. N. GRIEVANCE Any actual or prospective submitter who is aggrieved in connection with this procurement or award of a contract may protest to the County Administrator. The protest shall be submitted in writing within fourteen (14) days after such aggrieved person knows or should have known of the facts giving rise thereto provided that grievance has been made in accordance with solicitation requirements. Please reference Subchapter 15-3-Bid Protests of the Horry County Code & Regulation by visiting: http://www.horrycounty.org/departments/procurement.aspx.

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O. FREEDOM OF INFORMATION STATEMENT

Procurement information shall be a public record to the extent required by Chapter 4 of Title 30, Code of Laws of South Carolina (1976, as amended) (The Freedom of Information Act), with the exception that commercial or financial information obtained in response to a “Request for Qualifications” which is privileged and confidential if so designated by the proposer shall be protected from disclosure. Such information must be clearly marked as “CONFIDENTIAL” by those submitting responses for each section of information so affected. Privileged and confidential information is information in specific detail not customarily released to the general public, the release of which might cause harm to the competitive position of the party supplying the information.

P. LEGAL STATEMENT Responders to this RFP must disclose involvement in any litigation within the last five (5) years in which a claim has been made against any team member (individual or company) asserting a cause of action other than Employment issues or Contracts not related to your professional work. Explain the issues in these cases (or the fact there are none) as part of your proposal. Q. LAWS

Compliance with EEOC and other State and Federal Laws: To the extent set forth in the respective statutes, Submitter shall comply with the provisions of:

1. Title VII of the Civil Rights Act of 1964; 2. Age Discrimination in Employment Act of 1967; 3. Title I of the Americans with Disabilities Act of 1990; 4. Equal Pay Act of 1963; 5. Fair Labor Standards Act of 1938; 6. Immigration Reform and Control Act of 1986; and 7. South Carolina Wages Act, S.C. Code § 37-10-10 et seq. 8. South Carolina Worker’s Compensation Act, S.C. Code § 42-1-10 et seq. 9. South Carolina Illegal Immigration Reform Act, including without limitation Chapters 14

& 29, Title 8, and Chapter 8, Title 41, S.C. Code of Laws. 10. Part 681, Title 16 of the Code of Federal Regulations, Sections 114 and 315 of the Fair and

Accurate Credit Transactions Act (FACTA) of 2003; 11. South Carolina Act 190 of 2008; Financial and Identity Theft Protection Act; 12. Horry County Privacy / Identity Theft Policy.

Article XXV in Exhibit B, Sample Lease Agreement, contains additional required provisions for the lease agreement:

a. General Contract Requirements b. General Civil Rights Provisions

a. Sponsor Contracts b. Sponsor Lease Agreements & Transfer Agreements

c. Civil Rights – Title VI Assurances a. Compliance with Nondiscrimination Requirements

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b. Clauses for Construction/Use/Access to Real Property Acquired Under the Activity, Facility or Program

c. Title VI List of Pertinent Nondiscrimination Acts and Authorities d. Federal Fair Labor Standards Act (Federal Minimum Wage) e. Occupational Safety and Health Act of 1970

N. TITLE VI SOLICITATION NOTICE:

The Horry County Department of Airports, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

The requirements of 49 CFR part 26 apply to this contract. It is the policy of the Horry County Department

of Airports to practice nondiscrimination based on race, color, sex or national origin in the award or

performance of this contract. The Owner encourages participation by all firms qualifying under this

solicitation regardless of business size or ownership.

Please submit one (1) original, three (5) copies and one (1) electronic copy in Adobe PDF format on a USB storage drive.

*** End of General Instructions to Proposers ***

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INSTRUCTIONS TO PROPOSERS

I.BACKGROUND INFORMATION

A. Overview Horry County intends to enter into a Land Lease Agreement with one (1) Proposer for the lease of HCDA Real Estate as defined herein.

B. Site Description The HCDA Real Estate is approximately 2.62 acres and is located on the on the Myrtle Beach International Airport (MYR) property located just south of the private plane hangar and along Victory Lane as shown on the attached Exhibit “A”. This RFP is for the entire acreage represented. The existing facility and surrounding concrete/asphalt, included parking lot slab and apron connector, will be demolished. All demolition will be the responsibility of the County. The awarded proposer will not take possession of the parcel until demolition is complete and the project has been officially signed-off by the County.

C. Property Highlights

Owner: Horry County Department of Airports (HCDA)

County: Horry

Township: City of Myrtle Beach

Improvements: Improved land

Permitted Use: Aeronautical use as defined and permitted by the Federal Aviation Administration (FAA)

D. Zoning

The property is located on the Myrtle Beach International Airport (MYR) and the subject property is for Aeronautical Use only.

E. Financial Information

The Proposer will be required to demonstrate that it is financially capable of performing its obligations to lease the HCDA Real Estate contained within this RFP. The determination of the Proposer’s financial qualifications and ability to execute a Lease Agreement will be in the sole discretion of the County. The Proposer shall submit, with its proposal, a written certification from an Officer of Proposer representing that the Proposer has the financial ability to consummate the transaction and pay the lease price to the County.

F. Environmental Considerations

This property is subject to Land Use Control (LUC) restrictions imposed by the United State Air Force as further specified in the property deed(s). A copy of the Corrective Measures Implementation Work Plan

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dated October 2011 as well as the associated property deed(s) have been included as part of this solicitation package and identified as Exhibit C. Proposers are encouraged to carefully review and familiarize themselves with the property use restrictions and grantee covenants associated with the property.

G. Restricted Uses

Interested parties shall comply with FAA regulations that impact development on land parcels adjacent to or at runway ends and comply with FAA Order 8260.3B - United States Standard for Terminal Instrument Procedures (TERPS) and FAA Part 77 - Safe, Efficient Use and Preservation of the Navigable Airspace. Any development must be consistent with criteria and standards set by FAA rules and regulations. FAA regulation Part 77 requires submission of Form FAA 7460-1 “Notice of Proposed Construction or Alteration” to the FAA for any construction or alteration that impacts airport operations. Interested parties are responsible for completing and submitting the Form FAA 7460-1 to the FAA for this development project. All development upon available parcels shall be consistent and compatible with Airport Layout Plans (ALPs) and Master Plans as approved by the FAA.

H. Airport Obligations

HCDA is obligated by its receipt of federal grants for the development and operation of the Airport. The FAA may limit the height of structures within the proximity of the Airport. The maximum structure height on the property varies due to the terrain and other factors. Final height limitations are subject to FAA approval. In addition, avigation easements must be reserved for the property and building materials may not interfere with navigational aids on the Airport.

II. RFP RESPONSE REQUIREMENTS

A. Proposal Requirements The County does not desire voluminous submissions; therefore, please limit your presentation to essential information. By submitting a proposal, your firm agrees to the terms and conditions stated herein unless explicitly stated otherwise in your response to this RFP. Costs associated with oral interviews or presentations shall be the sole responsibility of the proposer. Horry County will not reimburse for costs associated with development of proposals, interviews or presentations. Proposals must be submitted containing the following information, in the order as indicated below:

1. Proposer Certification Form (Attachment “A”) – 6 Pages 2. General Development Plan, Strategy and Estimated Timeline 3. Financial Offer to County (Attachment “B”) – 1 Page 4. Financial Information 5. Proposal Bond Form (Attachment “C”) – 1 Page 6. Proposal Guarantee – Bank Cashier’s Check or Certified Check 7. Form of Non-Collusion Affidavit (Attachment “D”) – 1 Page

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8. Acknowledgement of Addenda (Attachment “E”) – 1 Page 9. Land Use Covenants and Restrictions (Attachment “F”) – 1 Page

Attachments “A-F” are REQUIRED FORMS

B. Development Plan, Strategy and Estimated Timeline

Proposer(s) shall develop and submit a development and strategy plan for the property. The plan shall clearly identify the type of proposed development, contain standards and regulations for the development of the property with adequate detail as well as an estimated timeline for implementation. (Reference Section G., Restricted Used above)

C. Legal Statement

Submitters shall disclose any litigation within the last five (5) years in which a claim has been made against the firm asserting a cause of action.

Explanations for complaints, litigation proceedings, judgments, etc., in these cases shall be included in the submission.

D. Financial Information

The Proposer will be required to demonstrate that it is financially capable of performing its obligations to lease the HCDA Real Estate contained within this RFP. The determination of the Proposer’s financial qualifications and ability to execute a Land Lease Agreement will be in the sole discretion of the County. If funding will be borrowed based on this RFP, a letter of reference stating the source of funds must be provided from a bank or financial entity.

III. EVALUATION PROCESS

All properly submitted Proposals will be reviewed and evaluated by an Evaluation Committee. By submitting a Proposal in response to this RFQ, the Proposer accepts the evaluation process and acknowledges the determination as judged by the Evaluation Committee will be recommended for award. On the time/date established for receipt of proposals, only the name of proposers will be read aloud. Therefore, each proposal should contain the Proposers best terms from a price, revenue, business, and technical standpoint. A. EVALUATION CRITERIA The following criteria will be used by the RFP Evaluation Committee during the evaluation and selection process:

Criteria Weight

1. Financial Offer 35 points

2. Proposed Development for Property 30 points

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3. Financial Ability to Perform 20 points

4. Experience 15 points

Each Proposer will be ranked according to the evaluation criteria. The highest ranking Proposer by a consensus among the RFP Evaluation Committee will be recommended to enter into lease agreement negotiations.

1. Financial Offer

The Evaluation Committee will evaluate financial proposals for reasonableness, completeness and realism as appropriate. The annual base rental amount to the County for the first year of the Agreement term shall be eleven thousand five hundred dollars and 00/100 ($11,500.00), which is based on an appraisal of the property conducted in November 2016 to determine fair market value. The base rental amount of all subsequent agreement years shall be adjusted annually by the change in the Consumer Price Index (“CPI”). Please reference Exhibit B, Sample Lease Agreement, for additional information. In addition to the base rental amount stated above, Proposers are encouraged to provide additional compensation to the County (i.e. additional rental amount, percentage of gross revenues, etc.).

2. Proposed Development for Property

Proposers will be evaluated on the feasibility of their general development plan for the property. The Evaluation Committee will evaluate the proposed development of the property for compliance with Airport Obligations, FAA regulations (including, but not limited to Compatible Land Use and 14 CFR Part 77) as well as City of Myrtle Beach and Horry County Planning and Zoning requirements. The Proposer should be prepared to discuss these plans before the Evaluation Committee, if requested.

3. Financial Ability to Perform

The Evaluation Committee will evaluate financial statements for reasonableness and viability, and the extent to which it supports the financial offer. Proposer shall provide, in MS Excel format, all calculations provided as working formulas, a financial proforma clearly showing the funding of the project and all projected project cash flows over each year of the term of the lease, including, but not limited to revenues, expenses, proposed rental payments to the Department, repayment of debt financing and net income from the project. All key assumptions made in the financial pro forma shall also be provided.

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Proposer must also provide attach financial statements inclusive of balance sheets and income statements as prepared by a Certified Public Accountant for the two (2) most recent fiscal years as a minimum. Proposer shall clearly identify the source(s) of funding for any guaranteed improvements to the Premises. If funding will be borrowed based on this Agreement, a letter of reference stating the source of funds must be provided from a bank or financial entity. If a Proposer is a subsidiary of a parent company, or if any assets are pledged to another company, Proposer must furnish financial statements for both the parent company and subsidiary. If Proposer is a subsidiary, state if the Proposer’s parent company will provide a financial guarantee of the Proposer’s performance under the lease.

4. Experience

Proposers will be evaluated on their aviation experience and the qualifications of proposed key personnel. Proposers will need to demonstrate that it and the proposed key personnel, including the proposed management team, have satisfactory experience with, and demonstrated responsibility in the management and operation of the proposed aeronautical business. The Proposer shall specifically show its demonstrated experience at other locations, describing experience managing other facilities. The Proposer shall clearly state how the duration and extent of the Proposer’s experience and qualifications in the proposed business qualify the Proposer to operate a business of the size and scale of this opportunity.

*** End of Instructions to Proposers ***

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ATTACHMENT “A” Required Form

PROPOSER CERTIFICATION FORM - (Page 1 of 6)

RFP # 2016-17-053 Completed questionnaire is required as part of sealed proposal submittal. Statements contained herein must be complete and accurate. Omission, inaccuracy, or misstatement shall be cause for rejection of a proposal. A) GENERAL

1) Correct Legal Name of Proposer:

______________________________________________________________________________ (NOTE: Give exact legal name as it would appear on the agreement, if awarded.)

2) Address of the Proposer and name of individual who can answer on behalf of Proposer for purposes of notice or other communications relating to proposal.

Name of Individual: _________________________ Title: _____________________________

Address: ____________________________________________________________________

City: _______________________________ State: ____________ Zip Code: ______________

Telephone Number: ________________________ Fax Number: _______________________

Email Address: _______________________________________________________________

3) Proposed Lease Term: _______ years (applicable only if proposing a term of greater than 20 years)

B) Corporation Statement (If a corporation, please answer the following questions)

1) Date of Incorporation: ____________________________

2) State of Incorporation: ____________________________

3) Is the corporation authorized to do business in the state of South Carolina?

Yes No

4) The corporation is held: ________________________________

Publicly Privately

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ATTACHMENT “A” Required Form

PROPOSER CERTIFICATION FORM - (Page 2 of 6)

RFP # 2016-17-053

5) Furnish name, title and address of each officer, director and principal shareholder owning the corporation’s issued stock (attach additional sheets if needed).

DIRECTOR’S NAME: PRINCIPAL BUSINESS AFFLIATION:

OFFICER’S NAME: POSITION:

6) Have you or your company ever entered into litigation with a government entity or others for issues pertaining to fee payment and/or contract performance?

Yes No

If yes, please provide details, including eventual disposition of action:

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ATTACHMENT “A” Required Form

PROPOSER CERTIFICATION FORM - (Page 3 of 6)

RFP # 2016-17-053

7) Future Financial Responsibility Information

a. Bankruptcy Information

Have you or your company ever filed for or been declared bankrupt? Yes No

If yes, please provide date, court jurisdiction, type of bankruptcy, amount of liabilities and amount

of assets:

b. During the past five (5) years, have any agreements held by Proposer ever been defaulted or canceled?

Yes No

If yes, please provide details:

8) References:

Please provide the name, addresses and telephone numbers of at least three (3) individuals who can attest to the Proposer’s experience:

a. Name: _______________________________________________________________ Address: _____________________________________________________________ City: ___________________________________ State: ________________________

Email: ____________________________________________

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ATTACHMENT “A” Required Form

PROPOSER CERTIFICATION FORM - (Page 4 of 6)

RFP # 2016-17-053

b. Name: _______________________________________________________________ Address: _____________________________________________________________ City: ___________________________________ State: ________________________ Email: ____________________________________________

c. Name: _______________________________________________________________ Address: _____________________________________________________________ City: ___________________________________ State: ________________________ Email: ____________________________________________

9) Insurance:

Please list the types of insurance and limits currently maintained:

Please list the amount and type of claims paid by any of the Proposer’s insurers during the past five

(5) years:

10) Proposer’s Declaration: Proposer understands, agrees and warrants:

a. That Proposer has carefully read and fully understands the information that was provided by the County was provided for general informational purposes only.

b. That Proposer has the capability to successfully undertake and complete the responsibilities and obligations of the proposal being submitted.

c. That Proposer Information must be submitted with the proposal and is attached hereto.

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ATTACHMENT “A” Required Form

PROPOSER CERTIFICATION FORM - (Page 5 of 6)

RFP # 2016-17-053

d. That Proposal may be withdrawn by requesting such withdrawal in writing at any time prior to 2:00 PM Local Time, on the date that the proposal is due, but may not be withdrawn for a period of one hundred eighty (180) calendar days after such date.

e. That all information contained in the Proposal is true and correct to the best of Proposer’s knowledge and belief.

f. That Proposer did not, in any way, collude, conspire, or agree directly or indirectly with any person, firm, corporation or other Proposer with regards to the amount, terms or conditions of this Proposal.

g. That Proposer did not receive unauthorized information from, or initiate contact with, the Horry County Council, Transportation Committee, the Airport Staff, the County Legal Counsel, or any Airport Consultant(s) during the proposal period except at provided for in this RFP proposal package.

h. That no officer or employee of the Horry County Department of Airports or other affiliated County officer or employee shall have a financial interest, direct or indirect, in any contract with the county, or shall be financially interested, directly or indirectly, in the sale to the County of any materials, supplies or service.

i. That the County reserves the right to reject any and all proposals and to negotiate fees, terms and provisions which, in the County’s sole opinion, is in the best interest of Horry County.

j. That by submission of this Proposal, the Proposer acknowledges that the County has the right to make any inquiry it deems appropriate to substantiate or supplement information supplied by Proposer, and Proposer hereby grants the County permission to make said inquires, and to provide any and all requested documentation in a timely manner.

11) Proposers Execution:

No proposal shall be accepted which has not been signed in ink in the appropriate space below:

a. If proposer is a SOLE PROPRIETOR, please sign here:

By: ________________________________________________ Print Name: __________________________ Date: _______________, 20____

b. If Proposer is a PARTNERSHIP or JOINT VENTURE, at least two (2) Partners or each of the Joint

Ventures must sign here. If a LIMITED PARTNERSHIP, one signature must be of the general partner:

By: _________________________________ Title: ________________________

Print Name: ____________________________ Date: _______________, 20____

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ATTACHMENT “A” Required Form

PROPOSER CERTIFICATION FORM - (Page 6 of 6)

RFP # 2016-17-053

By: _________________________________ Title: ________________________

Print Name: ____________________________ Date: _______________, 20____

By: _________________________________ Title: ________________________

Print Name: ____________________________ Date: _______________, 20____

c. If Proposer is a CORPORATION, the duly authorized officer(s) must sign as follows:

The undersigned certified that they are authorized sign and attest this Proposal Form on behalf of the below named Corporation, and that they are authorized to execute same for and on behalf of said Corporation.

Corporate Name: ______________________________________________________

By: _________________________________ Title: ________________________

Print Name: ____________________________ Date: _______________, 20____

Attest: ______________________________ Title: ________________________

Print Name: ____________________________

END OF ATTACHMENT “A”

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ATTACHMENT “B” Required Form

FINANCIAL OFFER RFP # 2016-17-053

The annual base rental amount to the County for the first year of the Agreement term shall be eleven thousand five hundred dollars and 00/100 ($11,500.00).

In addition to the base rental amount stated above, Proposers are encouraged to provide additional compensation to the County (i.e. additional rental amount, percentage of gross revenues, etc.).

Year 1: $ __________________

Year 2: $ __________________

Year 3: $ __________________

Year 4: $ __________________

Year 5: $ __________________

Year 6: $ __________________

Year 7: $ __________________

Year 8: $ __________________

Year 9: $ __________________

Year 10: $ _________________

Year 11: $ _________________

Year 12: $ _________________

Year 13: $ _________________

Year 14: $ _________________

Year 15: $ _________________

Year 16: $ _________________

Year 17: $ _________________

Year 18: $ _________________

Year 19: $ _________________

Year 20: $ _________________

If proposing term greater than twenty (20) years, please provide lease rate for each year on a separate paper and attach to proposal. Annual Base Rental amount as well as additional compensation amounts to County, as stated above, shall exclude any and all real estate commissions and/or fees. If real estate commissions are to be included in Proposer’s offer to County, please identify commission amount:

Proposed Real Estate Commission: $ ___________________

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ATTACHMENT “C” Required Form

PROPOSAL BOND RFP # 2016-17-053

KNOWN ALL MEN BY THESE PRESENTS, that we, the undersigned ________________________________ as

Principal and, ________________________________ as Surety, are hereby held and firmly Bound unto

HORRY COUNTY, OWNER in the penal sum of _____________________ for the payment of which, well and

truly to be made, we hereby Jointly and severally bind ourselves, our heirs, executors, administers,

successors, and assigns. Signed, this ______ day of __________________, 20____.

The conditions of the above obligation is such that whereas the Principal has submitted

___________________ to Horry County certain PROPOSAL, attached hereto and hereby made a part hereof

to enter into an Agreement in writing for the furnishing the following Goods, Services and Other Services:

NOW THEREFORE,

(a) If said Proposal shall be rejected, or in the alternate, (b) If said Proposal shall be accepted, and Principal shall execute and deliver Contract in the Form of an

Agreement attached hereto (properly completed in accordance with said proposal) and for the payment of all persons performing labor or furnishing materials in connection therewith, and shall in all other respects perform the agreement created by the acceptance of said PROPOSAL, then this obligation shall be void, otherwise the same shall remain in force and effect; it being expressly understood and agreed that the liability of the Surety for any and all claims hereunder shall, in no event, exceed the penal amount of this obligation as herein stated. The Surety, for value received, hereby stipulates and agrees that obligations of said Surety and its Guarantee/Bonds shall be in no way impaired or affected by any extension of the time within which the Owner may accept such PROPOSAL; and said Surety does hereby waive notice of any such extension.

IN WITNESS WHEREOF, the Principal and the Surety have hereunto set their hands and seals, and such of them as are corporations have caused their corporate seals to be hereto affixed and these presents to be signed by their proper officers, the day and year first set forth above.

Principal ________________________________ (L.S.) Surety ________________________________ By: ________________________________ (SEAL)

(1) Date of Guarantee/Bond must be the same date as PROPOSAL. (2) Guarantee/Bond must be signed or countersigned by Surety’s proper South Carolina Resident

Agent. Date of Power-of-Attorney shall be the same date as date of Guarantee/Bond. (3) If a Partnership, all partners shall execute Guarantee/Bond.

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ATTACHMENT “D” Required Form

FORM OF NON-COLLUSION AFFIDAVIT

RFP # 2016-17-053 STATE OF ___________________________________) COUNTY OF _________________________________) __________________________________________________________________ being first duly sworn, deposes and says that he/she is __________________________________________________________________

(Sole owner, a partner, president, secretary, etc.)

of ________________________________________________________________

the party making the foregoing Proposal that such proposal is genuine and not collusive or sham; that said PROPOSER has not colluded, conspired, connived, or agreed, directly or indirectly with any PROPOSER or person, to put in a sham proposal, or that such other person shall refrain from proposing and has not in any manner, directly or indirectly sought by agreement or collusion, or communication or conference, with any person to fix the proposal of affiant or any other PROPOSER or to fix any overhead, profit or cost element of said Proposal or of that of any other PROPOSER or to secure any advantage against OWNER any person interested in the proposed contract; and that all statements in said Proposal are true; and further, that such PROPOSER has not, directly or indirectly submitted this Proposal, or the contents thereof, or divulged information or date relative thereto to any association or to any member or agent thereof. ________________________________________

(Signature of Proposer) Sworn to and subscribed before me this ____________ day of ______________________, 20____. __________________________________________ State: _____________ County: _________________

(Notary Public in and for)

My commission expires ______________________________, 20____.

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ATTACHMENT “E” Required Form

ACKNOWLEDGEMENT OF ADDENDA

RFP # 2016-17-053 Proposer hereby acknowledges receipt of all Addenda through and including:

Addendum No. ________________________, dated __________________. Addendum No. ________________________, dated __________________. Addendum No. ________________________, dated __________________. Addendum No. ________________________, dated __________________.

Company: ________________________________________________ Authorized Signature: ________________________________________________ Print Name: ________________________________________________

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ATTACHMENT “F” Required Form

LAND USE COVENANTS AND RESTRICTIONS

RFP # 2016-17-053

Proposer acknowledges that they understand that each deed conveying land, through a lease, from Horry County Department of Airports to a lessee shall contain certain provisions regarding land use covenants and restrictions, which shall be perpetual and run with the land at all times thereafter (including, by way of example and not of limitation, noise disclosures and waivers, and avigation easement). Dependent on the parcel of land being conveyed and its location in relation to the Myrtle Beach International Airport, the covenants and restrictions may include all or some of the following items listed below, as well as other restrictions required by the FAA:

The deed shall contain a noise disclosure statement, avigation easement, and a waiver and release of all claims, actions, damages and liabilities as to noise, vibrations, particulates or any other matters pertaining in any way, directly or indirectly, to the operation of an airport and/or aircraft; No building or other structure shall be constructed or maintained upon the land, at any time, which exceeds the height restrictions established by federal or state laws, local ordinances, rules and regulations, or by avigation easement; and No houses, apartments, condominiums, or other residential buildings or facilities or any other use which the FAA deems as incompatible, shall be constructed or maintained at any time upon the land.

In addition to the above stated information, proposer acknowledges that they understand all local ordinances and zoning regulations prior to submission of proposal.

Company: ________________________________________________ Authorized Signature: ________________________________________________ Print Name: ________________________________________________ Email Address: ________________________________________________

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EXHIBIT “A”

PROPERTY MAP RFP # 2016-17-053

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EXHIBIT “B”

SAMPLE LEASE AGREEMENT RFP # 2016-17-053

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STATE OF SOUTH CAROLINA )

) SAMPLE LEASE AGREEMENT

COUNTY OF HORRY )

THIS LEASE AGREEMENT, made and entered into this ____ day of _______, 20____, by and

between HORRY COUNTY, a political subdivision organized and existing under the laws of the State of

South Carolina (“Lessor”) and

, a business entity organized and existing under the laws of the State of , and

authorized to conduct business in Horry County, South Carolina (“Lessee”).

WITNESSETH:

WHEREAS, Lessor is the owner of and has the right to lease certain property located at

; and

WHEREAS, Lessee has requested that it be granted a leasehold in that property for the purpose of

; and

WHEREAS, Lessee has therefore submitted a proposal for the leasing of that property to the Horry

County Department of Airports, which proposal was then forwarded to the Horry County Transportation

Committee for its recommendation, and then to Horry County Council for its approval; and

WHEREAS, Airport Staff has negotiated the terms and conditions of a Lease Agreement, and the

Transportation Committee and Horry County Council, having reviewed the agreed-upon terms, found those

terms to be acceptable and in the best interests of the County.

NOW, THEREFORE, for and in consideration of the premises and mutual covenants contained

herein, Lessor and Lessee agree as follows:

ARTICLE I – PREMISES

A. Premises. Lessor hereby leases to Lessee property located at Myrtle Beach International Airport

in Myrtle Beach, South Carolina, to-wit:

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(the location of which is shown on Exhibit “A”, attached hereto and made a part hereof), consisting

of approximately 2.62 acres, all of which shall be known as the “Premises”.

B. DISCLAIMER OF WARRANTIES. Lessee represents that the Lessee has inspected the

Premises and agrees to accept the Premises in an “AS IS” condition. LESSOR DISCLAIMS ALL

EXPRESS AND IMPLIED WARRANTIES IN CONNECTION WITH THE PREMISES,

INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR

FITNESS FOR A PARTICULAR PURPOSE.

C. Covenants and Deed Restrictions. The Premises are leased to Lessee subject to all covenants,

conditions, restrictions, requirements, easements, rights-of-way, reservations, rights, agreements and

encumbrances of record. Lessee agrees to abide by and/or comply with each and every of such

covenant, condition, restriction, requirement, easement, right-of-way, reservation, right, agreement

and encumbrance that may be contained of record.

Lessee agrees to abide by and comply with each and every covenant, restriction, and requirement

that may be contained in the deed or deed pertaining to the Premises. Please reference Exhibit “B” for a

copy of the applicable deed for the Premises.

ARTICLE II – TERM AND COMMENCEMENT DATE

A. Term. The term of this Agreement shall commence , 20____, subject to

approval by the Horry County Council, and full execution hereof, and shall continue in force and effect for

a period of twenty (20) years, terminating , 20____.

B. Holding Over. Upon expiration of this Agreement, at the discretion of the Lessor, Lessee may

hold over on a month-to-month basis. Such holding over, however, shall not be construed to renew this

Agreement for any further term but may be terminated by Lessor or Lessee upon ninety (90) days written

notice; all other terms and conditions provided herein shall remain in full force and effect to any such hold

over tenancy.

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ARTICLE III - USE OF PREMISES

A. Use. Lessee shall comply with all local, state and federal laws, rules, regulations and ordinances

that are or may become applicable to its activities under this Lease, including, without limitation, all

applicable zoning, parking, signage, and other ordinances and any regulations as issued by the Federal

Aviation Administration (“FAA”).

Lessee shall have the non-exclusive right and obligation to use the Premises for

_______________________________________________________________________. Lessee shall

possess all required licenses and certifications for the work to be performed by it on the Premises. Use of

the Premises for any other purposes shall not be permitted unless agreed to in writing, in advance of such

use, by the Lessor. Lessee shall not undertake any operation on the site that will cause a nuisance to or

interfere with lawful activity on adjacent properties.

Lessee shall control all activity on the Premises so as not to interfere or cause deleterious effects

upon air traffic at the Myrtle Beach International Airport (“Airport”). Lessee shall control all current and

future lighting installed on the Premises by Lessee so as to prevent illumination from being a hazard to

pilots landing on, taking off from or taxing on the Airport. The determination of hazard shall rest solely

with the judgment of the Director of the Horry County Department of Airports.

No use shall be made or permitted to be made to the Premises, or acts done, which will cause a

cancellation of any insurance policy covering the Premises, nor shall Lessee keep or permit to be kept in,

on or about the Premises any materials which may be prohibited by the standard form fire insurance policy

covering such Premises. Lessee shall commit no nuisance in or on or about the Premises, or permit or

suffer any nuisance to be committed.

B. Quiet Enjoyment. Lessee shall be entitled to the quiet enjoyment of the leased Premises provided

that Lessee remains in compliance with all the terms and conditions of this Lease.

C. Efficient Use of Space. Lessee and Lessor agree that efficient use of the Premises is a common

goal, to include use of the Premises in part as a _________________________________. Lessee and

Lessor therefore agree that Lessor has the right to inquire of Lessee as to Lessee’s past and planned

utilization of Airport facilities, including those facilities that comprise the Premises. Lessee and Lessor

agree that, should Lessee’s utilization of the Premises allotted to it herein, or as this Lease Agreement may

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be amended at a future date, reasonably be deemed as insufficient utilization of the facilities, Lessor may

require Lessee to submit a written plan, within forty-five (45) calendar days of its written request to Lessee

to do so, detailing Lessee’s plan to cure such deficiency and to utilize the Premises properly and efficiently.

Such option on the part of Lessor will not be exercised more often than one every twenty-four (24) months.

ARTICLE IV - RENTAL

A. Base Rental Rate/Escalation. During the first year of this Agreement, Lessee shall pay to Lessor

an annual base rent (“Base Rent”) in an amount equal to ____________________ Dollars, divided into 12

equal monthly payments of $_____.___. Lessee shall pay said amounts without demand, and without set-

off or deduction, in advance on or before the first day of each month during the term hereof and any hold

over period. In the event this Lease commences on or terminates on other than the last day of any particular

month, the Base Rent shall be prorated.

Beginning at the start of the second year of the term of this Lease, and for each year thereafter, the

base rental amount specified herein shall be adjusted annually by a formula which uses the Consumer Price

Index (“CPI”) for all Urban Consumers, U.S. City Average (1982-84=100) unadjusted, “all items”, as

determined by the U.S. Department of Labor, Bureau of Labor Statistics, Washington, D.C., hereinafter

referred to as the “CPI.” The adjustment shall be achieved using the following procedure:

Step (1). Subtract the CPI for the month of _______________ 20____, from the CPI for the month

of _______________ of the year immediately preceding the first day of the lease year for which the

adjustment is being made. For all computations, the CPI for the month of _______________ 20____ shall

be considered the base year and, as such, shall be used in all computations. If, however, the CPI for the

month of _______________ of the year immediately preceding the first day of the year for which the

adjustment is being made is a lesser amount than the CPI for the month of _______________ 20____, then

no further computation shall be made for that year and the annual base rent for that lease year shall be an

amount equal to the annual base rent for the immediately preceding year.

Step (2). Divide the amount determined under Step (1) by the CPI for _______________ 20____,

and state such amount so determined by this division in terms of a percentage amount, rounded off to five

(5) decimal places.

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Step (3). Multiply the percentage amount determined under Step (2) by the annual base rent

specified above. The amount determined by such multiplication should be expressed in a dollar amount,

rounded off to the nearest whole dollar.

Step (4). Add the dollar amount determined under Step (3) to the then-current annual base rent.

This total amount will be the adjusted annual base rent for that lease year. This adjusted annual base rent

amount shall then be divided by twelve (12) to determine the amount of rent due on the first day of each

month.

In the event that the CPI for the month of _______________ of the year immediately preceding the

first day of the year for which the calculation is being accomplished is not available by the date that the

adjusted annual base rent is due, Lessee shall pay an amount equal to the prior month’s rent. Following the

availability of the CPI for the preceding _______________ and the adjustment to the annual base rent,

Lessee shall pay any deficiency in the previous month’s rent (which deficiency is solely and exclusively

caused by the unavailability of the CPI) by the next regularly scheduled monthly rental payment due date.

B. Gross Sales Percentage Fee. (if applicable) For each month during the term hereof and in

addition to the monthly Base Rent, Lessee shall pay Lessor, as additional fee, a monthly amount as a

percentage of all gross sales during each such occupancy month. The percentage of gross sales that Lessee

shall pay during the course of this Lease is as follows:

(Information on Gross Sales Percentage Fee to be inserted here.)

Gross sales include, without limitation, the gross selling price of all merchandise, services, concessions, or

privileges that occur in whole or in part, on the Premises, or as a result of activities on or associated with

the Premises, during the term of this Lease including the gross charges of all services to customers or

patrons performed by Lessee or any other person, entity, firm or corporation, in, upon, or through any part

of the Premises during the term of this Lease and all sales/services that are subject to the South Carolina

amusement, sales, use or excise tax set forth in Title 12 of the South Carolina Code of Laws, 1976, as

amended. Notwithstanding anything herein to the contrary, gross sales shall not include the amount of any

amusement, sales, use or excise taxes paid by Lessee during such term of this Lease, or proceeds received

by Lessee for the sale of any assets owned by Lessee, other than inventory held for sale to customers in the

ordinary course of business.

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C. Payment of Base Rent and Gross Sales Percentage Fee. (if applicable) The Base Rent shall be

paid in said amounts without set-off or deduction, in advance and without demand on or before the first

day of each month during the term hereof from and after the Commencement Date. The Gross Sales

Percentage Fee, if due, shall be paid within ten (10) days of each month following a calendar month

occurring from and after the Commencement Date through the expiration or termination of this Lease, at

which time Lessee shall provide Lessor, without demand, a statement of Gross Receipts for the prior

calendar month together with the amount, if any, by which the Gross Sales Percentage Fee due for the

previous calendar month exceeds the Base Rent.

D. Reporting of Gross Sales Percentage Fee. (if applicable) Should Lessee be engaged with one or

multiple additional lease agreements with Lessor at MYR, the Gross Sales Percentage Fees from work

being performed within the Premises identified in this Agreement shall be reported and payment remitted

separately.

E. Late Payment Fee, Penalties, and Collection. Any rental payment any percentage rental payment

or payment of any other fee or charge set forth in this Agreement not paid within ten (10) days of the date

due shall be subject to a monthly fee of one and one-half (1½ %) percent per month or portion thereof on

the entire balance due, including any previously accrued late payment / interest charges. Lessor reserves

the right to impose an additional reasonable charge on any payments not made by the due date to recoup its

costs associated with administering such overdue account. In the event that collection efforts are required,

Lessee shall reimburse Lessor for all costs, fees and charges incurred as a result of said efforts including

attorneys’ fees and costs. To the extent that any late charge provided for hereunder is determined to

constitute interest, in no event shall such late charges, plus any other interest due on sums owed to Lessor

hereunder, ever exceed the maximum interest rate permitted by law, and in the event such amount should

exceed the maximum rate, then the amount owed to Lessor shall automatically be reduced to equal the

maximum amount permitted by law.

F. Books of Account and Auditing. (if applicable) Lessee shall keep true and complete records and

accounts of all Gross Revenue. All such records and accounts shall be made available to Lessor upon ten

days prior notice to Lessee. All receipt forms used by Lessee in its operations shall be pre-numbered and

Lessee shall maintain records and controls insuring that the forms accurately reflect all Gross Revenue of

Lessee from its operation. Within ninety (90) days after the end of each term, Lessee, at its own expense,

shall furnish a true and accurate statement for the preceding term of all such Gross Revenue during such

preceding term (showing authorized deductions or exclusions made in computing the amount of such Gross

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Revenue), which statement shall be certified to be correct by an Independent Certified Public Accountant.

Lessee agrees to give the Lessor access during reasonable hours for inspection of Lessee's books and

records, and Lessee agrees it will keep and preserve for at three (3) years all receipt forms and other

evidence of Gross Revenue for such period. The Lessor shall have the right at any time and from time to

time to audit all of Lessee's records relating to business transacted at the Airport including, but not limited

to, Gross Revenue, and the Lessee, upon request, shall make all such information available for such

examination at the Premises. If, as a result of such audit, it is established that Lessee or any licensee or

franchisee of Lessee has understated Gross Revenue or business transacted for any year by two percent

(2%) or more (after the deductions and exclusions provided for herein), the entire expense of said audit

shall be borne by Lessee. Any additional Percentage Fees due as a result of such audit shall forthwith be

paid by Lessee to Lessor with interest thereon at the rate of eighteen percent (18%) per annum from the

end of the month in which the discrepancy occurred.

G. Required Reports. (if applicable) Lessee agrees to submit, monthly and without demand, such

statistical information concerning Lessee’s gross sales at the Premises as stipulated in this Lease and as

Lessor may, from time to time, require.

ARTICLE V – IMPROVEMENTS/ALTERATIONS

A. Prior Approval Required. Lessee shall, at the discretion of the Lessor, and at Lessee’s sole

expense, construct, improve, modify and make additions to the Premises leased to Lessee as identified in

Exhibit “C”, attached hereto and incorporated herein. Prior to any construction, improvements,

modifications or additions to the Premises, Lessee must first obtain from Lessor’s Department of Airports

prior written approval of such construction, improvement, modification or addition, and all plans, designs,

and specifications associated therewith. All construction and improvements undertaken by Lessee must be

made in accordance with all applicable statutes, ordinances, rules, regulations, laws, and building codes,

and must be completed in a good, substantial, and workmanlike manner without damage to or interference

with existing facilities or operations. Written confirmation of compliance with all such applicable statutes,

ordinances, rules, regulations, laws, and building codes shall be submitted by the Lessee to Lessor’s

Department of Airports simultaneously with or prior to requesting the Department’s review of final

proposed construction plans and specifications. All improvements and alterations must be performed by

qualified contractors who are fully licensed to perform work of the kind proposed, and who are bonded and

insured in compliance with the Lessor’s policies applicable to the procurement of construction services for

Lessor’s benefit. Lessee shall furnish Lessor with a good and sufficient Surety Bond (in a form and issued

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by a Company acceptable to Lessor) insuring the completion of the work and the payment of all bills in

connection therewith. All materials used in any improvements by Lessee shall be of appropriate quality

and grade for the use to which they are employed.

Within two (2) years of the commencement of this Agreement, Lessee must demonstrate substantial

progress towards the completion of the approved development, as identified in Exhibit “C”. Within five

(5) years of commencement of this Agreement, all improvements, as identified within Exhibit “C”, must

be completed. Failure by Lessee to perform the requirements established within this paragraph will

constitute an event of default, and will entitle Lessor to exercise any remedies as provided within this

Agreement, up to and including termination of this Agreement by Lessor.

Lessee shall file a notice of construction, including Federal Aviation Administration (“FAA”) Form

7460, if applicable, with the appropriate federal, state and local authorities with respect to any construction,

improvements, modifications or additions Lessee plans to perform, and Lessor shall cooperate with Lessee

in connection therewith but shall not be required to incur any cost or expense in connection therewith.

Lessee and Lessee’s contractor, in cooperation with Lessor, shall file the FAA Form 7460 with the FAA.

B. Quality of Work. All construction, improvements and alteration to the Premises must be

performed by qualified contractors who are fully licensed to perform work of the kind proposed, and who

are bonded and insured in compliance with the Lessor’s policies applicable to the procurement of

construction services for Lessor’s benefit, and shall be constructed in accordance with all applicable

building codes, laws and regulations and in a good, substantial, and workmanlike manner. All materials

used in any improvements by Lessee shall be of appropriate quality and grade for the use to which they are

employed.

C. Protection of Utility Lines and Equipment. All work undertaken pursuant to the authority

granted within this Article V shall be subject to the condition that Lessee make, at its expense, suitable

arrangements for relocation of any affected governmental or Lessor’s / other tenant’s utility lines, cables or

other equipment. Further, Lessee shall not pave roads or ramps over said utility lines, cables or equipment

without the prior written approval of Lessor / tenant.

D. Obligations of Lessor. Lessor is not obligated to provide any improvements under this Agreement.

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ARTICLE VI – MAINTENANCE

Lessee shall, throughout the term of this Agreement, at Lessee’s own cost and expense, and without

any expense to Lessor, promptly keep and maintain the Premises, all improvements thereon, and

surrounding area in a sanitary and neat order, and Lessee shall promptly keep, maintain, replace, and restore

the Premises, and all improvements thereon. Lessor undertakes no responsibility to keep safe or protect the

personal property of Lessee or to protect Lessee from casualty to the Premises. All repairs, replacements

and renewals shall be equal or better in quality and class to the original work. Should Lessee fail to make

required repairs or maintenance, Lessor, in its discretion, may contract with an independent contractor it

deems competent to fulfill Lessee’s duties under this Article, for which an amount equal to 125% of the

actual cost of such work shall be payable by Lessee to Lessor on demand and shall constitute and be deemed

additional rental hereunder. Lessor shall be under no obligation to inspect or make any inspections in order

to determine when repairs or maintenance are necessary. Lessor undertakes no responsibility to keep safe

or protect the personal property of Lessee or to protect Lessee from interruption of its operations in the

event of building leak or other casualty to the Premises. Lessee shall obtain Lessee’s own personal property

insurance, business interruption insurance, liability insurance for liability to persons coming onto the

Premises and insurance for other consequential damages Lessee might suffer from its occupancy of the

Premises. Lessor shall not obtain insurance to cover Lessee for any losses or claims.

Without limiting the generality of the foregoing, and subject in all events to the provisions

contained within this Article, throughout the term of the Agreement, Lessee shall:

1) Maintain and make all necessary repairs and replacements to the foundations, exterior walls

and the structural supporting frame and roof as well as make all other necessary structural

repairs to any improvements made by Lessee;

2) Take good care of the Premises and all improvements and all parts thereof and make all

structural or non-structural, ordinary or extraordinary repairs thereto and maintain the same

in good condition and perform all necessary preventative maintenance, including, but not

limited to, doors, hangar doors, mechanical, electrical, plumbing, fire suppression systems,

painting if required as the necessity arises therefor regardless of the cause of the condition

requiring the same, and perform periodic inspections of the Premises and any

improvements made for the purpose of determining whether any repairs or maintenance

are required, so that at the expiration or termination of the Agreement, the Premises will

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be in as good condition as it was upon the commencement of the Agreement thererof, or,

in the case of improvements made during the term of the Agreement, in as good condition

as at the time of the installation or construction thereof, in each case except for reasonable

wear and tear which does not adversely affect the watertight condition or structural

integrity of the facility improvements on the Premises or adversely affect the permitted use

of the Premises or any associated improvements;

3) Repair any damage to the paving or other exterior surfaces of the Premises.

Under no circumstances shall Lessee allow the property to deteriorate or go to waste.

ARTICLE VII – UTILITIES

Lessee shall bear the cost of extending any utilities to the leased premises or any improvements

thereon, or modifying such services to address the specific requirements of Lessee. Lessee shall be solely

responsible for the payment of all utility charges, water and sewer services, gas, electricity, telephone, trash

removal, hazardous waste removal and other services used by Lessee in or on the Premises, to include hook-

up fees, advanced deposits or other such costs, regardless of whether the utility charge is incurred in the

name of Lessee or Lessor. Lessee shall transfer all applicable utility meters to Lessee’s name. In the event

Lessor incurs any utility charge in the name of Lessee, Lessee shall reimburse Lessor for the full amount

of the charge within five (5) calendar days of the date of written notice to Lessee of the amount of the

charge.

ARTICLE VIII – TAXES, FEES, ASSESSMENTS

All taxes or governmentally imposed fees or assessments in any way incurred upon the Premises,

any improvement thereon or part thereof, or by virtue of Lessee’s occupancy or use thereof shall be borne

solely by Lessee. Without any manner limiting this paragraph, Lessee shall absorb all sales taxes, if any,

assessed or levied on account of any monies payable by Lessee to Lessor hereunder.

ARTICLE IX - LIENS AND MORTGAGES

Lessee shall keep the Premises and all personal property of Lessor therein or thereon free and clear

of liens of any kind, whether such liens are valid or invalid. Lessee shall defend, indemnify and save Lessor

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harmless against all costs, expenses, loss, loss of use, damages, and attorneys’ fees resulting from the filing

of liens against the Premises by any person.

If any liens are filed as described herein, Lessee shall immediately begin remedial actions to remove

said lien. If, after thirty (30) days, Lessee has not caused the lien’s removal from the Premises, Lessor may

take whatever action it deems necessary to defend its title to the Premises. This remedy shall be in addition

to any other remedies specified elsewhere herein.

ARTICLE X - ASSIGNMENT, ASSUMPTION OR SUBLETTING OF LEASE

Lessee shall not assign, permit the assumption of or in any manner transfer any interest in this

Agreement, or any part thereof, without the prior written consent of the Lessor. Lessee shall not sublease

all or any part of the Premises.

If Lessee assigns, permits the assumption of or in any manner attempts a transfer of its interest in

this Agreement, without the prior written consent of the Lessor, Lessor, at its sole discretion, may declare

this entire Agreement null and void. If Lessor declares this Agreement null and void as a result of the acts

described herein, Lessee shall immediately cease all activity in/on the Premises and vacate the Premises

within ten (10) days of receipt of notice of Lessor’s duration.

If this lease or any interest of Lessee therein be assigned after having obtained Lessor’s prior written

consent thereto, Lessee shall nevertheless remain fully liable for the full performance of all obligations

under this lease to be performed by Lessee and Lessee shall not be released therefrom in any manner.

ARTICLE XI - CHANGE IN OWNERSHIP/CONTROL/

MANAGEMENT OF LESSEE

Lessee specifically acknowledges that Lessor leases the Premises to Lessee on the basis, among

other factors, of the Lessee’s current management, control and ownership. Lessee specifically

acknowledges that Lessor reserves the right to approve or disapprove, at Lessor’s sole discretion, any

significant change in management structure or ownership. This includes, without limitation, contracting

for management services, sale of stock, and acquisition of a controlling interest in Lessee by any party other

than the parties currently in control. Lessor also specifically reserves the right and Lessee specifically

grants the right of Lessor to approve or disapprove, at Lessor’s sole discretion, any change of the form of

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Lessee’s existence as a business entity. Any change of Lessee in any manner described in this Article

without the prior written approval of Lessor shall be an event of default. The Lessor, at its sole discretion,

may pursue any rights or remedies available to it under the terms of this Agreement.

ARTICLE XII – NO NUISANCE

Lessee shall not commit any nuisance on the Premises, or do or permit to be done anything which

results in the creation or commission of a nuisance on the Premises, and the Lessee shall not cause or permit

to be caused or produced upon the Premises, or to emanate therefrom, any smoke, gases, vapor or odors in

violation of any environmental or other requirements. Lessee shall not, and shall not permit anyone to,

dispose of, release or discharge any hazardous substance on the Premises. Any hazardous substance

disposed of, released or discharged by Lessee on the Premises shall be completely removed and/or

remediated by Lessee, with or without written notice by Lessor to Lessee. The foregoing obligations of

Lessee shall survive the expiration or termination of this Agreement.

ARTICLE XIII – INDEMNIFICATION

A. Indemnification and Hold Harmless. Lessee shall protect, indemnify, defend (with counsel

satisfactory to Lessor) and hold Lessor and Lessor’s council members, directors, officers, committees,

employees and agents completely harmless from and against any and all liabilities, losses, suits, claims,

judgments, fines, or demands arising by reason of injury or death of any person or damage to any property,

(including, but not limited to, attorney fees, court costs, and expert fees), of any nature whatsoever, arising

out of or incidental to this Agreement, the use or occupancy of the Premises, or the actions and/or omissions

of Lessee’s directors, officers, agents, employees, contractors, subcontractors or licensees; however, the

above indemnity shall not apply to any injury, death or damage caused by the sole negligence of Lessor.

Lessee shall give reasonable notice of any such claims or actions. The provisions of this section shall

survive the expiration or early termination (including default) of this Agreement.

B. Environmental Indemnification. Lessee shall also indemnify, defend (with counsel satisfactory

to Lessor), and hold Lessor, its council members, officers, employees, agents, assigns, and any successors

to Lessor’s interest in the leased Premises, harmless from and against any and all loss, cost, damage,

expense, claim, cause of action, judgment, penalty, fine or liability, directly or indirectly, relating to or

arising from the use, storage, release, discharge, handling or presence of Hazardous Materials on, under, or

about the leased Premises in violation of Lessee’s obligations under this Agreement (“Hazardous Materials

Release”). This indemnification shall include, without limitation, (a) personal injury claims, (b) the

payment of liens, (c) diminution in the value of the leased Premises, (d) damages for the loss or restriction

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on use of the leased Premises, (e) sums paid in settlement of claims, (f) actual attorneys’ fees, consulting

fees, court costs, and expert fees, (g) the cost of any investigation of site conditions, (h) the cost of any

repair, cleanup, remedial, removal, or restoration work or detoxification if required by any Governmental

Authorities or deemed necessary in Lessor’s reasonable judgment, (i) and any fines associated with Lessee’s

activities. Lessor shall have the right but not the obligation to join and participate in, and control, if it so

elects, any legal proceedings or action initiated in connection with the Hazardous Materials Release. Lessor

may also negotiate, defend, approve, and appeal any action taken or issued by any applicable Governmental

Authorities with regard to a Hazardous Materials Release. Any costs or expenses incurred by Lessor for

which Lessee is responsible under this Paragraph or this Agreement and has indemnified Lessor, (i) shall

be paid to Lessor on demand, during the term of this Agreement as additional rent; and (ii) from and after

the expiration or earlier termination of the Agreement shall be reimbursed by Lessee on demand. Lessee’s

obligations pursuant to the foregoing indemnity shall survive the expiration or termination of this

Agreement and shall bind Lessee’s successors and assignees and inure to the benefit of Lessor’s successors

and assigns.

C. Regulatory Indemnification. Lessee shall also indemnify, defend (with counsel satisfactory to

Lessor), and hold Lessor, its council members, officers, employees, agents, assigns, and any successors to

Lessor’s interest in the leased Premises, harmless from and against any and all loss, cost, damage, expense,

claim, cause of action, judgment, penalty, fine or liability, directly or indirectly, relating to or arising from

violation by Lessee, its agents, contractors, or anyone affiliated with Lessee of any local, state or federal

laws, rules, regulations or ordinances that are or may become applicable to its activities under this Lease,

including, but not limited to, any and all requirements of the Federal Aviation Administration (“FAA”).

ARTICLE XIV – INSURANCE

Lessee agrees to purchase and keep in force and maintain at all times during the term of this Lease,

at its own expense, for the benefit of itself and name the County as additional insured, a policy or policies

of insurance, issued by an insurance company of generally recognized responsibility and licensed to do

business in the State of South Carolina, all insurance as may be required under any applicable minimum

standards for Horry County airports or as otherwise directed or modified, at Lessor’s sole discretion, so as

to protect its interest. At a minimum, Lessee agrees to insure against: (A) all liability for damage to or loss

of Lessee’s and its customer’s property located on the Premises, (B) liability for property damage and

personal injury or death arising from acts or omissions of Lessee, its agents and employees, (C) liability for

any damage or harm resulting from any release of any hazardous material, as that term is defined by the

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United States Environmental Protection Agency, including, but not limited to, costs of remediation or

mitigation of such release of hazardous materials, and (D) Workers Compensation claims of all employees

as required by South Carolina Workers Compensation Commission and the South Carolina Department of

Insurance. Said insurance shall be maintained throughout the term of this Lease with an insurance company

acceptable to County with liability limits of at least $________________________ where such limits are

not otherwise set forth in any applicable minimum standards or as may be otherwise directed or modified,

at Lessor’s sole discretion, so as to protect its interest. The policy or policies shall contain a contractual

liability endorsement expressly covering the indemnification provisions of Article XIII of this Lease.

Lessee shall also purchase, at its own cost and in the sole discretion, such business interruption or other

insurance to protect Lessee’s interest in the event of major or minor damage or disaster to the Premises as

well as all risk property insurance to the extent of not less than 90% of the replacement value of all

improvements constructed by Lessee.

This Lease shall not become effective until Lessee shall provide to HCDA a copy of certificate(s)

evidencing the above insurance. The certificate(s) of insurance shall provide that no material alteration,

reduction, or termination of coverage shall occur without the insurance carrier giving County at least thirty

(30) days’ written notice prior to such alteration, reduction, or termination.

ARTICLE XV - ENTRY OF LESSOR/RIGHT OF INSPECTION

Lessor may, but does not have the obligation to, at all reasonable times, enter the Premises to inspect

or protect the Premises; effect compliance with any law, order or regulation of any lawful authority or with

the provisions of this Agreement; exhibit the Premises to prospective tenants, purchasers or other persons;

make repairs required in Article VI; alter or otherwise prepare the Premises for re-occupancy at any time

after Lessee has vacated the Premises.

ARTICLE XVI – DEFAULT

A. Event of Default. Occurrence of any of the following events (“Event(s)” or “Default” or “Event

of Default”) shall be sufficient for Lessor to deem Lessee in default of its obligations under this Agreement:

1) Failure in the payment, without notice or demand, of any fees or other charges due to Lessor

under this Agreement and continuance of such failure in payment for a period of thirty (30)

days thereafter.

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2) Failure in the performance or breach of any other covenant, obligation or duty imposed by this

Agreement by Lessee (other than the payment of fees or other charges due Lessor) and the

continuance of such failure in the performance or breach for a period of thirty (30) days after

Lessor has given Lessee written notice of such failure in the performance or breach.

3) Filing by Lessee of a voluntary petition in bankruptcy or the voluntary assignment of all or

substantially all of Lessee’s assets for the benefit of Lessee’s creditors or Lessee is adjudicated

bankrupt in an involuntary proceeding in bankruptcy.

4) Failure to utilize the Premises for purposes as set forth under Article III of this Agreement at a

reasonable level, after receipt of written notice, and continuance of such failure for a period of

thirty (30) days thereafter.

5) Failure by Lessee to demonstrate to Lessor substantial progress towards completion of the

proposed improvements and/or complete construction as specified in Article V.

B. Remedies Upon Default. Upon an event of default and after the passage of the notice period set

forth herein (if required), Lessor, at its sole option, may terminate this Agreement. Upon such termination,

Lessee will quit the Premises and surrender possession to Lessor, but Lessee will remain liable for any

unpaid rent and other unpaid obligations and lost rentals under this Lease.

C. Waiver. No waiver by Lessor of default by Lessee in performance of any term or terms of this

agreement shall be construed to be a waiver of any subsequent default. The acceptance of rental or the

performance of all or any part of this Lease Agreement by Lessor, for or during any period or periods after

a default in performance by Lessee, shall not be deemed a waiver of any right on the part of Lessor to

declare a default or terminate this Lease Agreement for a subsequent breach thereof.

D. Termination of Agreement. In the event Lessor shall terminate this agreement or Lessee's right

to possession or occupancy of the leased premises as provided herein, Lessee shall promptly vacate the

premises, surrender and deliver possession thereof to Lessor, and at its sole expense remove from the leased

premises within thirty (30) calendar days all signs, trade fixtures, furnishings, personal property, equipment,

and materials which Lessee was permitted to install and maintain under the rights granted herein. Any of

Lessee's property not removed within one hundred eighty (180) calendar days shall become Lessor property.

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ARTICLE XVII – NOTICE

Any request, demand, authorization, direction, notice, consent or waiver provided, required or

permitted to be made upon, given by or furnished to Lessor or Lessee, shall be sufficient for every purpose

hereunder if in writing and addressed to the other party as follows:

TO LESSOR AT:

Horry County Department of Airports

Attn: Director of Airports

1100 Jetport Road

Myrtle Beach, SC 29577

With a copy to:

Horry County Attorney’s Office

1301 Second Avenue

Conway, SC 29526

TO LESSEE AT:

__________________________________

__________________________________

__________________________________

With a copy to:

__________________________________

__________________________________

__________________________________

Either party from time to time may change its address by written notice to the other party. Notices

hereunder shall be deemed effective when delivered by hand delivery or overnight courier with return

receipt, or upon receipt or three days after deposit in the United States mail, certified or registered mail,

return receipt requested, whichever occurs sooner.

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ARTICLE XVIII - SURRENDER OF POSSESSION

A. Surrender of Premises. Lessee covenants and agrees to yield and deliver possession of the

Premises to the Lessor peacefully and promptly on the date of cessation of the letting hereunder, whether

such cessation be by termination, expiration or otherwise, promptly and in the condition provided in Articles

II and XVI. Upon expiration of this Agreement, all of the Premises, and all construction, buildings,

structures, improvements and fixtures located thereon, shall be free and clear of all liens, encumbrances,

security interests and rights of any subtenants or occupants of the Premises.

B. Removal of Property. Unless required for the performance by the Lessee of its obligations

hereunder, the Lessee shall have the right, at any time during the letting hereunder to remove and, on or

before the expiration of this Agreement or the effective date of any earlier termination of the letting under

this Agreement, shall be obligated to remove, its equipment, inventories, signs, detachable furniture and

furnishings and its other removable fixtures and personal property from the Premises, repairing all damage

caused by such removal. Any items left behind after execution of this Agreement will be deemed

abandoned and, at Lessor’s option, become the property of the Lessor.

ARTICLE XIX – LESSOR’S RIGHT TO RECAPTURE PREMISES

Lessor shall have the right to recover the use of the Premises, or any portion thereof, during the

term of this Agreement, or any renewal if the same is needed for Airport purposes. Upon exercise of these

recapture rights, Lessor shall relocate Lessee to a comparable facility or facilities, if any such are available,

at the Airport. In the event of casualty, all of Lessor’s casualty insurance proceeds shall be paid to Lessor.

ARTICLE XX - FORCE MAJEURE

Neither Lessor nor Lessee shall be deemed in violation of this Agreement if either is prevented

from performing any of its obligations hereunder by reasons of strikes, boycotts, labor disputes, embargos,

shortages of materials, acts of God, acts of the Public Enemy, acts of superior governmental authority,

floods, riots, rebellions, acts of sabotage, or other circumstances over which the parties have no control;

however, this Article shall in no case be construed to excuse Lessee from paying Lessor any monies due

hereunder. In any case where either party believes this Article applies, such party shall promptly give the

other party written notice of Force Majeure preventing performance.

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ARTICLE XXI - COMPLIANCE WITH LAWS AND REGULATIONS

Lessee, at Lessee’s sole cost and expense, shall observe and obey and shall require its employees,

guests, suppliers and business invitees to observe and obey all present and future federal, state, county,

local or Department of Airports laws, statutes, ordinance, codes, rules or regulations relating to the use or

occupancy of the Premises, relating to the use or occupancy of vehicle parking areas, aircraft operations

areas and any other areas to which Lessee has access pursuant to this Agreement or any activities of Lessee,

its employees, suppliers, and invitees undertaken on or near any of the areas. As used herein, laws, statutes,

ordinances, codes, rules or regulations include, without limitation, all of the same dealing with any

substance that is listed, defined, or regulated as a hazardous substance, hazardous water, or otherwise

classified as hazardous or toxic by any of the foregoing governmental entities or any agency or department

thereof, and includes all of the same dealing with asbestos, radon, any polychlorinated biphenyl, urea,

formaldehyde foam insulation, explosive or radioactive material, motor fuel or other petroleum

hydrocarbons, or which causes or poses a threat to the environment or to the health or safety of persons on

or near the Premises. As to disposal of such substances, Lessee will maintain a contract with a licensed and

recognized waste disposal company that meets the criteria for such companies as they may be changed from

time to time by the Department of Airports. When requested, Lessee will provide Lessor with a written

copy of the contract and a current letter from the contractor acknowledging that the contract is in effect.

Lessee agrees to indemnify and hold Lessor harmless from any and all penalties, losses, liabilities and costs,

including attorneys’ fees, remediation costs, and laboratory and investigative costs arising from Lessee’s

failure to comply with this Section.

Nothing herein contained shall be construed as granting or authorizing the granting of an exclusive

right within the meaning of Section 308 of the Federal Aviation Act. The Agreement shall be subordinate

to the provisions of any existing or future agreement between the Lessor and the United States of America

or any department or agency thereof relative to the operation or maintenance of the Airport, the execution

of which has been or may be required by the provisions of the Federal Aviation Act, or any future statute

affecting the operation or maintenance of the Airport.

In the event that the Federal Aviation Administration (“FAA”) requires, as a condition

precedent to the granting of funds for the improvement of the Airport or otherwise, modifications, revisions,

supplements or deletions of any of the terms, conditions or requirements of this Agreement, then Lessee

agrees that such changes shall be permitted.

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ARTICLE XXII – ENVIRONMENTAL COMPLIANCE

Lessee agrees that it will comply with all federal, state, county, and local laws, rules,

regulations and standards that are or may become applicable to its activities under this Lease, and it is

responsible for obtaining any environmental permits required for its operations under the Lease.

ARTICLE XXIII – GOVERNING LAWS AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of

South Carolina. Any cause of action between the parties arising out of or involving this Agreement shall

be brought in the Court of Common Pleas, or if applicable, Magistrate’s Court (or any other Court of like

or similar name with identical jurisdiction), Fifteenth Judicial Circuit, Horry County, South Carolina.

ARTICLE XXIV - PRIOR AGREEMENTS SUPERSEDED

Any prior agreements between the parties with respect to the Premises, whether written or oral, are

superseded by this Agreement and made a nullity. This Agreement constitutes the entire agreement of the

parties with respect to its subject matter and it may not be modified, amended or extended except by a

subsequent instrument executed with the same formalities as this Agreement.

ARTICLE XXV – INVALIDITY

In the event that any provisions, portions, or applications of any provisions of this Agreement are

held unenforceable or invalid by any Court of competent jurisdiction, the validity and enforceability of the

remaining provisions, or portions or applications thereof, shall not be affected, and Lessee and Lessor shall

promptly negotiate revisions to the affected provisions, or portions or applications thereof, with a view to

effecting, as close as possible, the original intentions of the parties.

ARTICLE XXVI – EQUAL EMPLOYMENT OPPORTUNITY, NON-DISCRIMINATION,

PUBLIC USE AND FEDERAL GRANTS

A. General Civil Rights Provisions. Lessee agrees that it will comply with pertinent statues,

Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race,

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creed, color, national origin, sex, age, or handicap be excluded from participating in any activity

conducted with or benefiting from Federal assistance.

The provision binds the Lessee from the bid solicitation period through the completion of the

Lease. This provision is in addition to that required of Title VI of the Civil Rights Act of 1964.

This provision also obligates the Lessee or its transferee for the period during which Federal

assistance is extended to the airport thorough the Airport Improvement Program, except where Federal

assistance is to provide, or is in the form of personal property; real property or interest therein; structures

or improvements thereon.

In the cases the provision obligates the party or any transferee for the longer of the following

periods:

1) The period during which the property is used by the airport sponsor or any transferee for a

purpose for which Federal assistance is extended, or for another purpose involving the

provision of similar services or benefits; or

2) The period during which the airport sponsor or any transferee retains ownership or

possession of the property.

B. Non-Discrimination. During the performance of this Lease, the Lessee, for itself, its assignees,

and successors in interest agrees as follows:

1) Compliance with Regulations: Lessee will comply with the Title VI List of Pertinent

Nondiscrimination Statues and Authorities, as they may be amended from time to time, which are

herein incorporated by reference and made a part of this contract.

2) Non-discrimination: Lessee, with regard to work performed by it during the Lease, will not

discriminate on the grounds of race, color, or national origin in the selection and retention of

subcontractors, including procurements of materials and leases of equipment. Lessee will not

participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations,

including employment practices when the Lease covers any activity, project, or program set forth

in Appendix B of CFR part 21.

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3) Solicitations for Sub agreements, Including Procurements of Materials and Equipment: In all

solicitations, either by competitive bidding, or negotiation made by Lessee for work to be

performed under a subcontract, including procurements of materials, or leases of equipment, each

potential sub agreement or supplier will be notified by the Lessee of the Lessee’s obligations

under this contract and the Acts and the Regulations relative to Non-discrimination on the

grounds of race, color or national origin.

4) Information and Reports: Lessee will provide all information and reports required by the Acts,

the Regulations, and directives issued pursuant thereto and will permit access to its books,

records, accounts, other sources of information, and its facilities as may be determined by the

Recipient or the Federal Aviation Administration to be pertinent to ascertain compliance with

such Acts, Regulations, and instructions. Where any information required of a company is in the

exclusive possession of another who fails or refuses to furnish the information, Lessee will so

certify to the Recipient or the Federal Aviation Administration, as appropriate, and will set forth

what efforts it has made to obtain the information.

5) Sanction for Noncompliance: In the event of Lessee’s noncompliance with the Non-

discrimination provisions of this Lease, the Recipient will impose such contract sanctions as it or

the Federal Aviation Administration may determine to be appropriate, including, but not limited

to:

i. Withholding payments to the contractor under the contract until the contractor complies;

and/or

ii. Cancelling, terminating, or suspending a contract, in whole or in part

6) Incorporation of Provisions: Lessee will include the provisions of paragraphs one through six in

every sub agreement, including procurements of materials and leases of equipment, unless

exempt by the Acts, the Regulations and directives issued pursuant thereto. Lessee will take

action with respect to any sub agreement or procurement as the Recipient or the Federal Aviation

Administration may direct as a means of enforcing such provisions including sanctions for

noncompliance. Provided, that if the Lessee becomes involved in, or is threatened with litigation

by a sub lessee, or supplier because of such direction, the Lessee may request the Recipient to

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enter into any litigation to protect the interests of the Recipient. In addition, the Lessee may

request the United States to enter into the litigation to protect the interest of the United States.

C. Pertinent Non-Discrimination Authorities. During the performance of this Lease, the Lessee,

for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination

statues and authorities; including but not limited to:

Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 200d et seq., 78 stat. 252), (prohibits

discrimination on the basis of race, color, national origin); and 49 CFR part 21.

The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42

U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been

acquired because of Federal or Federal-aid programs and projects);

Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits

discrimination on the basis of disability); and 49 CFR part 27;

The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits

discrimination on the basis of age);

Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended,

(prohibits discrimination based on race, creed, color, national origin, or sex);

The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and

applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975

and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms

“programs or activities” to include all of the programs or activities of the Federal-aid recipients,

sub-recipients and contractors, whether such programs or activities are Federally funded or not);

Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the

basis of disability in the operation of public entities, public and private transportation systems,

places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as

implemented by Department of Transportation regulations at 49 CFR parts 37 and 38;

The Federal Aviation Administration’s Non-discrimination statue (49 U.S.C. § 47123), (prohibits

discrimination on the basis of race, color, national origin, and sex);

Executive Order 12898, Federal Actions to Address Environmental Justice in Minority

Populations and Low-Income Populations, which ensures discrimination against minority

populations by discouraging programs, policies, and activities with disproportionately high and

adverse human health or environmental effects on minority and low-income population;

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Executive Order 13166, Improving Access to Services for Persons with Limited English

Proficiency, and resulting agency guidance, national origin discrimination includes

discrimination because of limited English proficiency (LEP). To ensure compliance with Title

VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your

programs (70 Fed. Reg. at 74087 to 74100);

Title IX of the Education Amendments of 1972, as amended, which prohibits you from

discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq.)

D. Federal Fair Labor Standards Act (Federal Minimum Wage). All contracts and subcontracts

incorporate by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA),

with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay,

recordkeeping, and child labor standards for full and part time workers.

The Lessee has full responsibility to monitor compliance to the referenced statute or regulation.

The Lessee must address any claims or disputes that arise from this requirement directly with the U.S.

Department of Labor – Wage and Hour Division.

E. Occupational Safety and Health Act of 1970. All contracts and subcontracts incorporate by

reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text.

Contractor must provide a work environment that is free from recognized hazards that may cause death or

serious physical harm to the employee. The Lessee retains full responsibility to monitor its compliance and

their subcontractor’s compliance with the applicable requirements of the Occupational Safety and Health

Act of 1970 (20 CFR Part 1910). Contractor must address any claims or disputes that pertain to a referenced

requirement directly with the U.S. Department of Labor – Occupational Safety and Health Administration.

ARTICLE XXVII - CAPTIONS AND HEADINGS

The titles of the Articles in this Agreement are included only as a matter of convenience and for

reference and in no manner define, limit, broaden, or describe the scope or intent of any of the provisions

of this Agreement.

ARTICLE XXVIII – WAIVER

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Continued performance by either party pursuant to the terms of this Agreement after a default in

any of the terms, covenants, provisions and/or conditions by the other party, shall not be deemed a waiver

of any right to terminate this Agreement or pursue any other remedy available at law or in equity for the

default, and no waiver of any default shall be construed as, or act as, a waiver of any subsequent default, of

the same, similar or different term, covenant, provision and/or condition.

ARTICLE XXIX - REMEDIES CUMULATIVE

All Lessor’s remedies arising out of this Agreement or provided by statute shall be cumulative and

no single remedy shall be exclusive of another. The election of one remedy by Lessor shall not operate to

foreclose any other remedy.

ARTICLE XXX - SECURITY DEPOSIT

Lessee shall place on deposit with Lessor a security fee equal to (amount of security fee will be

based on proposed use), unless otherwise modified, at Lessor’s sole discretion, so as to protect its interest.

Lessee covenants and agrees that Lessor may use this security fee against any and all unpaid indebtedness

legally owed by Lessee to the Lessor. If Lessor is required to utilize any portion of this security fee during

the term of this Agreement, or any subsequent holdover period, the Lessee shall immediately replenish.

ARTICLE XXXI - EFFECTIVE DATE

This Agreement shall become effective on the date specified herein above. Lessor and Lessee

specifically covenant and agree that this Lease shall not become valid until and is entirely contingent upon

the approval of, by three readings of an ordinance, of the Horry County Council.

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IN WITNESS WHEREOF, the parties hereto have executed these presents as of the day and year

ascribed herein.

WITNESSES: HORRY COUNTY

By:

Its: Administrator

WITNESSES: FOR LESSEE:

By:

Its:

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STATE OF SOUTH CAROLINA )

) PROBATE

COUNTY OF HORRY )

PERSONALLYAPPEARED BEFORE ME, __________________________________, and made

the oath that he or she saw the within named ____________________, Horry County Administrator,

authorized representative of Horry County, as Lessor, sign, seal, and as his act and deed deliver the

within written LEASE AGREEMENT; and that he or she with the other witnesses subscribed hereinabove

witnessed the execution thereof.

__________________________________________

SWORN TO BEFORE ME

this ______ day of _____________, 20___.

_____________________________(L.S.)

Notary Public for South Carolina

My Commission Expires: ______________

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STATE OF SOUTH CAROLINA )

) PROBATE

COUNTY OF HORRY )

PERSONALLYAPPEARED BEFORE ME, _________________________________, and made

the oath that he or she saw the within named, __________________, authorized representative of

______________________________________, as Lessee, sign, seal, and as his act and deed deliver the

within written LEASE AGREEMENT; and that he or she with the other witnesses subscribed hereinabove

witnessed the execution thereof.

__________________________________________

SWORN TO BEFORE ME

this ______ day of _____________, 20___.

_____________________________(L.S.)

Notary Public for South Carolina

My Commission Expires:______________

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EXHIBIT “C”

RFP # 2016-17-053

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Final

Corrective Measures Implementation Work Plan

Building 324 (SWMU 40) Myrtle Beach Air Force Base Myrtle Beach, South Carolina

Total Environmental Restoration Contract No. DACW45-93-D-0044

Delivery Order No. 26

Prepared for:

U.S. Army Corps of Engineers Omaha District

Omaha, Nebraska

and

Myrtle Beach Air Force Base Myrtle Beach, South Carolina

Prepared by:

Shaw Environmental, Inc.

312 Directors Drive Knoxville, Tennessee 37923

October 2011

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Table of Contents Page List of Tables .................................................................................................................................. ii List of Figures ................................................................................................................................. ii List of Acronyms ........................................................................................................................... iii 1.0 Introduction .............................................................................................................................1 1.1 Site Description and History ..........................................................................................1 1.2 Site Background .............................................................................................................2 2.0 Summary of Corrective Measures ..........................................................................................3 2.1 Corrective Measures Study ............................................................................................3 2.1.1 Groundwater Extraction and Treatment with Discharge Under a NPDES Permit ...................................................................................................4 2.1.2 Monitored Natural Attenuation ..........................................................................5 2.1.3 Contingency Measures .......................................................................................6 2.1.4 Corrective Measure Performance Monitoring ...................................................6 3.0 Land Use Controls Implementation Plan ................................................................................7 3.1 Land Use Control Purpose .............................................................................................7 3.2 Land Use Control Objectives .........................................................................................8 3.3 Land Use Controls .........................................................................................................9 3.3.1 Deed and/or Lease Restrictions .........................................................................9 3.3.2 Groundwater Well Notification Record Review Process ................................11 3.3.3 Notice of Land Use Controls ...........................................................................11 3.4 Monitoring ...................................................................................................................12 3.5 Enforcement .................................................................................................................12 3.6 Reporting......................................................................................................................13 4.0 Corrective Measure Progress Reports ...................................................................................14 5.0 References .............................................................................................................................15 Tables Figures Appendix A – Land Use Control Checklist

Appendix B – Property Deeds Response to Comments

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List of Tables

Table Title Follows Text 2-1 Proposed 2009/2010 Annual/Biennial Groundwater Monitoring Schedule and Analytical Parameters List of Figures

Figure Title Follows Text 1-1 Site Location Map 1-2 Site Map 2-1 Land Use Control and Parcel Boundaries

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List of Acronyms

CMIWP corrective measures implementation work plan CMS corrective measures study COC chemical of concern DCE dichloroethene EPA U.S. Environmental Protection Agency GSWSA Grand Strand Water and Sewer Authority ICM interim corrective measure IT IT Corporation LUC land use control µg/L micrograms per liter MBAFB Myrtle Beach Air Force Base MCL maximum contaminant level MNA monitored natural attenuation NOI Notice of Intent NPDES National Pollutant Discharge Elimination System POC point of contact POTW publicly owned treatment works RCRA Resource Conservation and Recovery Act RFI RCRA facility investigation SB Statement of Basis SCDHEC South Carolina Department of Health and Environmental Control SCG selected cleanup goal Shaw Shaw Environmental, Inc. SWMU solid waste management unit TCE trichloroethene USAF U.S. Air Force VC vinyl chloride VOC volatile organic compound

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1.0 Introduction

The U.S. Air Force (USAF) has prepared this corrective measures implementation work plan (CMIWP) for Building 324 (Solid Waste Management Unit [SWMU] 40) at the former Myrtle Beach Air Force Base (MBAFB), Myrtle Beach, South Carolina, in accordance with the Resource Conservation and Recovery Act (RCRA) Section 3008(h) Administrative Order (effective September 25, 1995) (hereinafter the Order). The Order governs the investigation of environmental contamination and selection of corrective measures/remedies at the former MBAFB. The primary purpose of this CMIWP is to document the details for implementation of land use controls (LUC), which are a primary component of the final selected remedy. The details for implementation of the other components of the remedy have been presented in earlier documents, which will be referenced and summarized here. 1.1 Site Description and History The former MBAFB closed on March 31, 1993. The Air Force Real Property Agency assumed control of the Base and transferred the land to civilian use. MBAFB is located in northeastern South Carolina, approximately 85 miles north of Charleston, South Carolina, and 70 miles south of Wilmington, North Carolina (Figure 1-1). The Base occupies approximately 3,900 acres in southeastern Horry County, South Carolina. It lies within a geographical area referred to as the Grand Strand, an established resort area along the East Coast. Building 324 (SWMU 40). Building 324 was a former engine shop where repair, inspection, and routine maintenance of jet engines were performed from 1955 until base closure in 1993. A solvent vat room, which was used to soak, clean, and rinse aircraft parts, was added in 1965 and contained five 200-gallon tanks and one 5-gallon tank. The solvent vat drainage system was designed to discharge into an oil/water separator outside the building, which then discharged into the storm drain system. However, a solvent/water mixture was observed to be seeping from the ground after a heavy rain event in 1987, and it was discovered that the drain pipe was never connected to the oil/water separator. After this event, the solvent drainage system was immediately capped to prevent further release, and the drain pipe was removed. The Building 324 site is presented in Figure 1-2. SWMUs collocated with SWMU 40 include SWMUs 15 (partial), 31, 32, 36, 41, 166, 167, 174, and 254. SWMUs 166 and 167 are also identified as underground storage tanks 05 and 06 and were tracked by the South Carolina Department of Health and Environmental Control (SCDHEC), Underground Storage Tank Program, Bureau of Land and Waste Management via

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Permit Number 05087. SWMUs 166 and 167 have been investigated and were remediated concurrently with the remedial action at SWMU 40. A “No Further Action” determination was received from the SCDHEC Underground Storage Tank Program for these SWMUs on October 18, 2006. 1.2 Site Background A summary of previous environmental studies and restoration activities completed for the Building 324 site is summarized in the following sections. Environmental investigations were initiated at the Building 324 site in the early 1990s. The initial remedial investigation was conducted in 1990 and 1991 (Law Environmental, Inc., 1991), and a supplemental remedial investigation was completed in 1994 (Rust Environmental and Infrastructure, 1994). Supplemental groundwater investigations were later performed across the source area near the corner of Building 324 in 1995 (IT, 1997a), across the most downgradient edge of the plume in 1996 (IT, 1997b), and along the northern perimeter of the plume in 2000 (IT, 2000). Groundwater samples have been collected routinely since 1995, and water levels have been routinely measured during this time to observe groundwater flow directions. Findings of the environmental characterization efforts are as follows:

• The materials and processes that were the source of the contamination have been

removed and disposed. The activities involving their use have ceased. • No chemicals were found to be remaining in soils at concentrations of concern. • Chlorinated solvents (in particular trichloroethene [TCE]) and fuel constituents (for

example naphthalene and benzene) have been identified in the shallow groundwater aquifer extending to depths of approximately 45 feet below grade.

• The maximum groundwater concentration of TCE was 1,520 micrograms per liter

(μg/L), and the maximum groundwater concentration of benzene (indicative of fuel constituents) was 58 μg/L. Prior to initiation of the corrective measure, the plume size was estimated at 40 acres.

• The southeastern corner of Building 324 is generally regarded as the initiation point

for the groundwater contamination. Groundwater restoration activities were initiated at the Building 324 site in 1995 with the construction and operation of a pilot study groundwater extraction and treatment system. The system became fully operational in 1998.

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The Corrective Measures Study (CMS) for the Building 324 site was completed in 2001 (IT, 2001), recommending groundwater extraction and treatment with monitored natural attenuation (MNA) and LUCs. The Statement of Basis (SB) was issued in October 2001 and communicated the intent of the remediation program to the public. Following the public participation period, the Decision Document was issued by EPA in September 2003 (EPA, 2003). The Decision Document concurred with the CMS and the SB, and established the proposed remedy as the final remedy. The remedial action objectives as listed in the Decision Document and how the selected remedy is expected to achieve these objectives are as follows:

• Protect Human Health and the Environment. The protection of human health and the environment will be ensured through: 1) reducing contaminants to their respective maximum contaminant levels (MCL) in groundwater at the site, 2) confining the contaminant plume to the present boundaries as a maximum extent, and 3) maintaining LUCs for the site to prevent future exposure to groundwater contaminants until the cleanup goals are met.

• Achieve Media Cleanup Objectives. The attainment of MCLs is the remedy’s

goal regarding the identified groundwater contaminants. MCLs are a highly conservative standard to which groundwater can be held. Their use as a goal was agreed upon by the USAF, EPA, and the SCDHEC, and is considered to be protective of human health and the environment.

• Control Sources of Release. The materials and processes that were the source of

the contamination have been removed. Groundwater extraction and MNA were selected to control the extent of the plume.

2.0 Summary of Corrective Measures The selected corrective measure at the Building 324 site combines groundwater extraction and treatment, MNA, and LUCs. The following sections provide more details about the corrective measure at Building 324. 2.1 Corrective Measures Study The CMS (IT, 2001) recommended groundwater extraction and treatment with MNA, and LUCs. Soil remediation activities have been deemed to be unnecessary at the source area. The remedy for Building 324 was designed to control plume movement, reduce plume concentrations, and

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achieve cleanup goals over time. Both remediation technologies have been effective in reducing contaminant concentrations at this site. LUCs were put in place to prevent exposure to contaminants in groundwater until cleanup goals are met. LUCs are applied within the boundary shown on Figure 2-1.

Federal MCLs have been established as the final cleanup goals for the groundwater chemicals of concern (COC) at Building 324. Federal and State MCLs exist for all but one of the COCs at the Building 324 site. Naphthalene does not have an established MCL. Accordingly, by employing risk assessment and management techniques, a cleanup goal for naphthalene was established. The final selected cleanup goals (SCG) for groundwater COCs for the Building 324 site are as follows:

• TCE – 5 Micrograms per liter (µg/L) (MCL) • Cis-1,2-Dichloroethene (DCE) – 70 µg/L (MCL) • Vinyl chloride – 2 µg/L (MCL) • 1,2-Dichloroethane – 5 µg/L (MCL) • Benzene – 5 µg/L (MCL) • Naphthalene – 14.3 µg/L (Risk-based).

2.1.1 Groundwater Extraction and Treatment with Discharge Under a NPDES

Permit The groundwater extraction and treatment system consisted of five groundwater extraction wells (MBEX-01 through -05), a 5,000 gallon equalization/holding tank, and associated control panels, valves, gauges and meters, and piping. Extracted groundwater was conveyed through underground piping to the groundwater treatment system. The groundwater treatment system was comprised of an air sparging unit with an antiscale pretreatment system. During operation, the unit was capable of efficiently treating 140 gallons per minute (with a total volatile organic load of approximately 3 milligrams per liter [IT, 1995b]) to below the permit limits. Treated groundwater was released to an unnamed stream in accordance with a National Pollutant Discharge Elimination System (NPDES) permit with SCDHEC (Permit SC0002097, Outfall 5). One of the original three extraction wells was installed in 1995 and operated as a pilot system from March 1995 through April 1996. The three-well extraction system (MBEX-01, -02, and -03) was plumbed to the permanent treatment unit and became operational in October 1996. The last two extraction wells (MBEX-04 and -05) were installed in 1998 and started operation in December 1998. The location of the former treatment system and well field layout is shown on Figure 1-2 and Figure 2-1.

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Progress has been made towards achieving cleanup goals across the main body of the plume over the operating history of the remedy, which began in March 1995. Concentrations have been reduced by over 90 percent in many wells, and the size of the plume (as defined by the MCL) has decreased by approximately 30 percent. The CMS (IT, 2001) established a mass removal performance metric for determining when to turn off the groundwater extraction system and allow MNA to take over the remediation process. The performance metric of 20 kilograms of mass removal per year) via groundwater extraction specifies that if the performance metric is not achieved in a given 12-month period, groundwater extraction will cease and MNA will become the primary component of the remedy. Based on this metric, the system was shut down from April 2003 to July 2004, and was re-activated from July 2004 to January 2006 to provide hydraulic control and prevent plume migration near well MB-18. A second shutdown occurred in January 2006, and the groundwater extraction system remains idle. A total of 360.1 million gallons (mgal) of groundwater were extracted from October 1996 through January 2006, and the total volume of groundwater pumped from the aquifer, including the MBEX-01 pilot study, is 381 mgal. The total volume of groundwater impacted with concentrations greater than SCGs in 2006 was estimated to be 56.65 mgal (Shaw, 2007). This is based on the plume dimensions established in 2003, assuming a uniform aquifer porosity of 30 percent and an aquifer thickness of between 35 and 40 feet. The area and volume of impacted groundwater has not appreciably changed since the extraction wells were turned off in 2006. Therefore, the total volume of groundwater greater than SCGs is considered equal to the 2006 estimate. Over its operating history, the groundwater extraction system removed 299 kilograms of chlorinated solvents (Shaw, 2007). Another 15 kilograms of benzene, chlorobenzene, and dichlorobenzenes have also been removed through pumping. Detailed lists of the contaminant concentrations in the pumped groundwater, the amount of mass recovered over time, and the mass removal rates of the groundwater extraction system over various phases of operation can be found in the 2006 annual report (Shaw, 2007) or in any previous annual report. 2.1.2 Monitored Natural Attenuation MNA is a component of the corrective measure, along with LUCs employed at the site after groundwater extraction and treatment was discontinued. Natural attenuation includes a “variety of physical, chemical, or biological processes that, under favorable conditions, act without human intervention to reduce the mass, toxicity, mobility, volume, or concentration of contaminants in soil or groundwater. The processes include biodegradation; dispersion; dilution; sorption; volatilization; and chemical or biological stabilization, transformation, or destruction of contaminants” (EPA, 1999).

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Natural attenuation processes are typically evaluated under steady-state conditions, which were reached for this site shortly after the groundwater extraction system was turned off in January 2006. The effectiveness of MNA at the Building 324 site will continue to be evaluated by the completion of periodic groundwater sampling and subsequent data analysis, including contaminant trend analysis. 2.1.3 Contingency Measures Changing conditions could potentially arise in the future that may require alternative actions to complete the remediation process. For example, increasing concentrations in the site interior or along the plume periphery may trigger a re-examination of the remedial efforts during completion of the monitoring report. Wells being monitored have been selected to monitor these potential changes. Recommendations for contingency measures will be presented, as required, in the monitoring reports. Recommendations may include changes to the monitoring frequency, sampling of additional monitoring wells, or reactivation of select extraction wells, as appropriate. Due to the age (15 years) and condition of the existing treatment system, the above ground portions of the system were dismantled and removed from the site in accordance with the Optimization and Exit Strategy Work Plan (Shaw, 2009). Although the above ground system has been dismantled, groundwater extraction could still be performed at the Building 324 site (from wells MBEX-01, MBEX-02, MBEX-03, and MBEX-05) if conditions warrant running select wells. As long as the extracted groundwater is below the 10 parts per million total toxic organics acceptance criteria set by the Grand Strand Water and Sewer Authority (GSWSA), extracted groundwater can be directly discharged to the publicly owned treatment works (POTW) in coordination with GSWSA and the City of Myrtle Beach. Alternatively, a mobile air stripper unit can be mobilized to the site for on-site treatment of extracted groundwater prior to discharge to the POTW. In addition, the NPDES discharge permit was cancelled in 2009 (SCDHEC, 2009). 2.1.4 Corrective Measure Performance Monitoring The Building 324 corrective measure monitoring schedule was presented in the Optimization and Exit Strategy Work Plan (Shaw, 2009) and was approved by the Base Realignment and Closure Cleanup Team. Selection of an optimal monitoring program requires consideration of several factors, including the following:

• Collection of sufficient data to quantify the effectiveness of MNA and to calculate degradation rates for COCs present at the site.

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• Selection of wells to monitor that will provide adequate spatial coverage across the site. This is necessary to ensure that changes in the plume size or shape do not allow contaminants to migrate beyond the LUC boundary in concentrations exceeding the SCGs.

The 2009 and planned 2010 sampling schedule is shown in Table 2-1. As presented in Table 2-1, 5 wells were sampled in 2009 as part of the annual sampling, while an additional 12 wells will be included for biennial (every other year) sampling for a total of 17 wells to be sampled in 2010 (22 total samples in two years). This combination of annual/biennial sampling was selected because the principal COC and individual COC trends have been well established and are well defined by the existing 12-plus years of data. A reduced frequency of monitoring is also supported by the existing analytical data, which show relatively stable groundwater COC boundaries and overall decreasing COC trends. Key contaminated wells selected for annual monitoring, which were sampled in 2009 consist of MB-10, MB-22, MB-30, and the clean, downgradient wells MB-18 and MB-38. Data collected from the contaminated wells will be used to refine MNA cleanup times, while the data collected from MB-18 and MB-38 will be used to verify the lack of downgradient plume migration. 3.0 Land Use Controls Implementation Plan

This section describes the implementation of LUCs at the Building 324 site. 3.1 Land Use Control Purpose The SB and the Decision Document identified LUCs as components of the final corrective measure/selected remedy to prevent exposure to human receptors to contaminated groundwater beneath the Building 324 site (SWMU 40). LUCs at the former MBAFB are also subject to the requirements of Administrative Order on Consent, 03-08 HW (SCDHEC, 2003) between SCDHEC and the USAF. This LUC Implementation Plan within the CMIWP describes each of the LUCs that the USAF will implement and the continued responsibilities for monitoring, maintaining, and enforcing the LUCs. LUCs generally include any type of legal or administrative mechanism that restricts the use of, or limits the access to, real property to prevent or reduce risks to human health and the environment. LUCs also can include providing notice and information to governmental entities, property owners, and other interested parties about the LUCs required for the property. LUCs are applied within the boundary presented in Figure 2-1. Selection of the LUC boundary area is based on existing parcel boundaries, a review of the historical analytical data and considers groundwater flow direction in the contaminated zone of

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the aquifer. Historical data from each of the active wells was reviewed and the most recent exceedance of an SCG or MCL was identified. The area selected for the LUC boundary and inspections includes all active monitoring wells that have exceeded the MCL/SCG in the past 2 years. All site wells will continue to be inspected for integrity annually. The LUC boundary based on groundwater COCs is defined by a polygon with the following coordinates as corners:

N673945.05 E2628319.36 N673874.77 E2629944.32 N672527.29 E2630572.85 N672796.70 E2629552.88 N672913.59 E2629115.66 N673384.81 E2628404.95 N673390.29 E2628426.68 N673551.84 E2628389.67 N673509.34 E2628204.11 N673598.29 E2628183.74 N673547.46 E2627959.49 N673873.76 E2627884.68 N673940.12 E2628174.14 N673913.11 E2628180.46 N673945.05 E2628319.36.

These coordinates are expressed in international feet in the South Carolina State Plane coordinate system, North American Datum 1983. The USAF is responsible for implementing, maintaining, reporting on, and enforcing the LUCs identified herein for the duration of the selected remedy. Although the USAF may later transfer these procedural responsibilities to another party by contract, property transfer agreement, or other means, the USAF shall retain ultimate responsibility for remedy integrity. The LUCs will be maintained until the concentrations of hazardous substances in the groundwater are determined to be at such levels as to allow for unrestricted use and unlimited exposure. 3.2 Land Use Control Objectives The LUCs to be implemented by the USAF at the Building 324 site have the following objectives:

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• Prevent disturbance, movement, damage, mar, tampering with, interfering with, obstruction, or impedance of any groundwater wells and treatment facilities and systems, and related piping used in the environmental remediation and restoration.

• Prevent installation of wells1 and the use of the contaminated groundwater for drinking water or any other purposes within the LUC boundary (Figure 1-2).

• Prevent excavation that would expose the water table in areas where contaminants exceed MCLs unless a construction plan is submitted to and approved by EPA, the USAF, and SCDHEC prior to initiating the work.

• Notify and obtain prior approval from the USAF, SCDHEC, and EPA at least sixty (60) days before any anticipated action that may disrupt the effectiveness of the remedy/corrective measure or any action that may alter or negate the need for environmental use restrictive covenants.

3.3 Land Use Controls To achieve the above LUC Objectives, the USAF will implement the following LUCs as part of the selected remedy for the Building 324 site: Deed and/or Lease Restrictions; Groundwater Well Notification Record Review Process; and Notice of Land Use Controls.

3.3.1 Deed and/or Lease Restrictions The USAF has transferred ownership of the Building 324 (SWMU 40) property to Horry County and the local Myrtle Beach Air Force Base Redevelopment Authority (hereinafter, the Grantees). The parcel previously transferred from the USAF to the Myrtle Beach Air Force Base Redevelopment Authority was subsequently transferred to Low Country Real Estate Investments, LLC (Grantee). The USAF deed contains restrictive covenants, use conditions, or other appropriate provisions to ensure that the groundwater use restrictions and other LUC requirements “run with the land” and are legally enforceable by the USAF against the Grantee. The USAF deed does not contain the LUC boundary; however the deed map is considered equivalent because the plume boundary was used to identify the parcel boundaries. The plume has not changed significantly and has not expanded since the FOST and deed were submitted. The Grantee shall also include any subsequent transferees, lessees, licensees, successors, and assigns of the Grantee. The SCDHEC Consent Order 03-08-HW with the USAF also requires that the USAF deed contain restrictive covenants that bind the Grantee and successors in interest to comply with the use restrictions and prohibitions implementing LUCs. The deed provides that any conveyance by deed, lease, and/or license by the Grantee of the parcels within the Building

1Except for the purpose of groundwater monitoring or remedial action wells, which must be approved by EPA and SCDHEC prior to their installation.

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324 site property must include the restrictions consistent with the LUC Objectives and must include any deed conditions related to LUCs. The Grantee must notify the USAF, EPA, and SCDHEC at least 60 days in advance of any proposed grant, transfer, or conveyance of any interest in the property that remains subject to LUCs. Copies of the deeds for parcels transferred at the Building 324 site are included in Appendix B. The property use restrictions and Grantee Covenants that are contained in the deed include the following:

(a) With respect to the Property, the Grantee covenants not to: (1) disturb, move, damage, mar, tamper with, interfere with, obstruct, or impede any groundwater wells and treatment facilities and systems, and related piping used in the environmental remediation and restoration of the propery; (2) install groundwater wells or use the groundwater within the Property as a source of potable or nonpotable water, unless the USAF, EPA, and SCDHEC determine that there will be no adverse impacts of such use with respect to human health and the environment or that such use will not adversely impact the remedial actions of the Grantor; and (3) excavate in a manner that exposes the water table in areas where contaminants exceed maximum contaminant levels as identified by Exhibit D for any purpose whatsoever, without coordinating such efforts and obtaining prior approval from the USAF, EPA, and SCDHEC.

(b) The Grantee covenants that is shall notify and obtain prior approval from the

Grantor, SCDHEC and EPA, Region 4, at least sixty (60) days before any anticipated action that may disrupt the effectiveness of the remedy/corrective measure or any action that may alter or negate the need for the aforementioned environmental use restrictive covenants with respect to the Property.

(c) The Grantee shall also include any subsequent transferees, lessees, licensees,

successors and assigns of the Grantee Subject to the approval of EPA and SCDHEC, the USAF may consider releasing a deed covenant, use restriction, or condition related to an LUC, provided the level of contamination has been reduced to a level that allows for unrestricted use and unlimited exposure. The Grantee must first obtain written concurrence from the USAF and demonstrate that it has taken all necessary steps to ensure that the affected property is suitable for unrestricted use and unlimited exposure. In the case of a lessee who wishes to seek a release, the lessee must also obtain the permission of the property owner.

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3.3.2 Groundwater Well Notification Record Review Process SCDHEC has promulgated the South Carolina Individual Residential Well and Irrigation Well Permitting at R.61-44 and the Well Standards at R.61-71 pursuant to the authority of the Pollution Control Act, Section 48-1-10 et seq. and the Safe Drinking Water Act, Section 44-55-10 et seq., 1976 South Carolina Code of Laws. The groundwater well regulations require any property owner, agent, or the licensed well driller to submit a Notice of Intent (NOI), in the manner prescribed by the SCDHEC Bureau of Water regulations, prior to commencement of drilling water wells in South Carolina. The regulations will not directly prevent installation of groundwater wells within the contaminated groundwater plume(s) on the former MBAFB. However, the USAF will review Bureau of Water notification records or database(s) for permitted wells and use that information as provided below. The USAF will review the SCDHEC well installation request records or database(s) at least once a year to determine whether a property owner (or licensed well driller) has submitted an NOI and use that information to determine the actual or proposed well location. In the event that an NOI has been filed for a well or wells within the LUC boundary, the USAF will undertake a good-faith effort to promptly inform the property owner (or licensed well driller) of the potential risks associated with using the groundwater. The USAF will ascertain whether the proposed use may violate existing land and/or groundwater use restrictions (on former MBAFB property) or otherwise undermine the corrective action. Should the USAF discover a well on the former MBAFB property, a notice will be sent via registered mail to the property owner (and/or lessee, if necessary) within 30 days. The notice will provide information regarding the deed restrictions and require that the owner (and/or lessee) immediately cease use of the well and remove/abandon the well within 60 days. The USAF will also notify EPA and SCDHEC as soon as practicable, but no later than 10 days from discovery of the well, in accordance with the conditions of Section 3.6 of the CMIWP, as well as provide EPA and SCDHEC a copy of the notification letters sent to the property owners (or lessee). The USAF will also request that SCDHEC initiate an enforcement action in accordance with R61-44 (H) if the well could present an unacceptable risk to the health of the persons using the well. 3.3.3 Notice of Land Use Controls A copy of the LUC Implementation Plan section of the CMIWP (including Figure 1-2, depicting the LUC boundary) will be provided to the property owner(s). In addition, within 30 days of EPA and SCDHEC approval of the CMIWP, the USAF will provide a copy of the LUC Implementation Plan to the City of Myrtle Beach and the SCDHEC Bureau of Water or other relevant entities to ensure that such agencies can factor such land/groundwater use conditions

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into their oversight and decision-making activities regarding the property. Within 30 days of sending the letters, the USAF will provide EPA and SCDHEC copies of the notification letters sent to the above agencies. If conditions at the site related to LUCs or the corrective action change, the USAF will, as soon as practicable, provide the aforementioned agencies additional written information as necessary to keep them informed. 3.4 Monitoring The aforementioned LUCs will be maintained until the concentrations of COCs in the groundwater are at such levels as to allow for unrestricted use and unlimited exposure. Because LUCs are part of the remedy selected by EPA and in accordance with the Administrative Order on Consent, 03-08-HW, the USAF will conduct annual monitoring of the LUCs, for the purpose of verifying that all necessary LUCs have been implemented and are being properly maintained. The USAF will also conduct annual physical inspection (i.e. walk through or drive by) of the site to confirm that the LUC portion of the remedy is operating successfully and the LUC Objectives are being achieved. An LUC checklist is provided in Appendix A of this CMIWP that will be used by the USAF (or its agents) when conducting the annual site inspection and verifying that all of the LUCs are properly implemented and maintained. These LUC monitoring and site inspection results will be included in a separate annual LUC inspection report provided to EPA and SCDHEC. The LUC inspection forms are also included in the annual corrective measure progress reports. The annual LUC inspection report, which the USAF will submit to the regulatory agencies, will evaluate the status of the LUCs and how any potential LUC deficiencies or inconsistent uses have been addressed. The annual evaluation will address whether the applicable use restrictions and controls were communicated in the deeds, whether the owners and state and local agencies were notified of the use restrictions and controls affecting the property, and whether use of the property has conformed with such restrictions and controls. 3.5 Enforcement The USAF shall not modify or terminate LUCs or implementation actions or modify land use without approval of EPA and SCDHEC. The USAF or its transferees shall seek prior concurrence before any anticipated action that may disrupt the effectiveness of the LUCs or any action that may alter or negate the need for LUCs. Prior to seeking approval from EPA and SCDHEC, the transferee must notify and obtain approval from the USAF on any proposals for a land use change at the site inconsistent with the use restrictions and LUCs described in this LUC Implementation Plan.

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Any activity that is inconsistent with the LUC Objectives or use restrictions or any action that may interfere with the effectiveness of the LUCs will be addressed by the USAF as soon as practicable, but in no case will the process be initiated later than 10 days after the USAF becomes aware of the breach. The USAF will notify EPA and SCDHEC via email or telephone of any activity that is inconsistent with the LUC Objectives or use restrictions or any other action that may interfere with the effectiveness of the LUCs, as soon as practicable, but no later than 10 days after the discovery. Any violations that breach federal, state, or local criminal or civil law will be reported to the appropriate civilian authorities, as required by law. Consistent with the Administrative Order on Consent, 03-08-HW, entered into between SCDHEC and the USAF, USAF will notify EPA and SCDHEC regarding how the breach has been addressed within 60 days of any deficiencies noted. The USAF will exercise such rights as it retained under the transfer documents to direct that activities in violation of the LUCs be immediately halted. To the extent necessary, the USAF will engage the services of the U.S. Department of Justice and take appropriate legal action. 3.6 Reporting The USAF will be responsible for the following:

• Ensuring that EPA and SCDHEC are provided with 30 days advance notice of inspections and the opportunity to observe facility personnel as they conduct inspections. Notice will normally be provided as the proposed schedule in a letter sent to the regulatory agencies.

• Ensuring that EPA and SCDHEC are provided with at least 60 days advance notice

and ensuring that their written concurrence is obtained whenever the facility anticipates any changes in land use that are inconsistent with the LUC Objectives of the Building 324 property.

• Ensuring that EPA and SCDHEC are notified in writing within 60 days of any

deficiencies noted, including in this notification a description of measures being taken to correct these deficiencies. This notification excludes deficiencies of a maintenance nature, such as repairing damaged signs or other minor maintenance that does not appear to create a potential for exposure to unacceptable levels of contamination that such controls were intended to prevent.

• Submitting annual reports on the effectiveness of LUCs, as outlined above, unless

such reports are no longer necessary.

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A USAF point of contact (POC) is available for ease in reporting of any and all matters regarding the Building 324 site that require the attention and action of the USAF. The POC should be contacted at the following address:

Director, Air Force Real Property Agency 2261 Hughes Ave. Suite 121 Lackland AFB, Texas 78236-9821

The USAF will notify EPA and SCDHEC in writing regarding potential changes in the POC.

4.0 Corrective Measure Progress Reports

Corrective measure progress reports and electronic data submittals will be prepared to document and track the progress of remedial measures and LUCs at the Building 324 site. Electronic data submittals will be submitted following the annual and biennial sampling event (currently scheduled for each November). A corrective measure progress report will be submitted on an biennial basis following the biennial sampling event, as documented in the Optimization and Exit Strategy Work Plan (Shaw, 2009). The progress reports will discuss the most recent sampling events and relate the findings as they pertain to the performance and effectiveness of the corrective measure. Recommendations for changes to the sampling frequency, wells sampled, and parameters for analysis, in addition to recommended changes to the LUCs and/or the LUC boundary, will be included in the progress reports. Groundwater monitoring will continue, and LUCs will be maintained until the concentrations of COCs have been reduced to SCGs across the site and an No Further Action determination has been obtained. The attainment of SCGs in all monitoring wells will have to be demonstrated for four consecutive monitoring events. Upon achievement of the SCGs, a corrective measure completion report will be submitted to EPA Region 4 and SCDHEC for approval. At a minimum, the corrective measure completion report will contain the following:

• Synopsis of the corrective measure • Data demonstrating attainment of the SCGs • Historical data for all site monitoring wells • Request for NFA.

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5.0 References

IT Corporation (IT), 2001, Statement of Basis, Building 324 Groundwater Plume (SWMU 40), Myrtle Beach Air Force Base, Myrtle Beach, South Carolina, prepared for the U.S. Army Corps of Engineers, Omaha District, Omaha, Nebraska. IT Corporation (IT), 2000, Final Focused Corrective Measures Study, Building 324 (SWMU 40), Myrtle Beach Air Force Base, Myrtle Beach, South Carolina, prepared for the U.S. Army Corps of Engineers, Omaha District, Omaha, Nebraska. IT Corporation (IT), 1997a, Investigation Report of Findings, Buildings 320, USTs 5 and 6, and Building 324, UHT-09, and SWMU 254, Myrtle Beach Air Force Base, South Carolina. IT Corporation (IT), 1997b, Supplemental Groundwater Investigation, Building 324 (SWMU 40), Myrtle Beach Air Force Base, South Carolina. IT Corporation (IT), 1995a, Predesign Investigation Report, Baseline Groundwater Monitoring Report, Building 324 (SWMU-40), Myrtle Beach Air Force Base, Myrtle Beach, South Carolina, prepared for the U.S. Army Corps of Engineers, Omaha District, Omaha, Nebraska. IT Corporation (IT), 1995b, Final Building 324 (SWMU-40) Interim Corrective Measure Plan, Myrtle Beach Air Force Base, Myrtle Beach, South Carolina, prepared for the U.S. Army Corps of Engineers, Omaha District, Omaha, Nebraska. Law Environmental, Inc., 1991, Final Remedial Investigation / Feasibility Study Report for Building 324 – Solvent Vat Drainage System, Myrtle Beach Air Force Base, Myrtle Beach, South Carolina. Rust Environmental and Infrastructure, 1994, Final Ground-Water Assessment Addendum to the Remedial Investigation and Feasibility Study Report for Building 324 – Solvent Vat Drainage System, Myrtle Beach Air Force Base, Myrtle Beach, South Carolina. Shaw Environmental, Inc. (Shaw), 2009, Final Corrective Measure Optimization and Exit Strategy Work Plan, Building 324 (SWMU 40), Myrtle Beach Air Force Base, Myrtle Beach, South Carolina, prepared for the U.S. Army Corps of Engineers, Omaha District, Omaha, Nebraska, September. Shaw Environmental, Inc. (Shaw), 2008a, Draft 2007 Annual Corrective Measures Progress Report, Building 324 (SWMU 40), Myrtle Beach Air Force Base, Myrtle Beach, South Carolina, prepared for the Air Force Center for Engineering and the Environment, 3300 Sidney Brooks, Books City-Base, Texas, July. Shaw Environmental, Inc. (Shaw), 2008a, Draft 2007 Annual Corrective Measures Progress Report, Building 324 (SWMU 40), Myrtle Beach Air Force Base, Myrtle Beach, South Carolina, prepared for the U.S. Army Corps of Engineers, Omaha District, Omaha, Nebraska, September.

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Shaw Environmental, Inc. (Shaw), 2008b, Final 2006 Annual Corrective Measures Progress Report, Building 324 (SWMU 40), Myrtle Beach Air Force Base, Myrtle Beach, South Carolina, prepared for the U.S. Army Corps of Engineers, Omaha District, Omaha, Nebraska, September. Shaw Environmental, Inc. (Shaw), 2007, Final 2005 Annual Corrective Measures Progress Report, Building 324 (SWMU 40), Myrtle Beach Air Force Base, Myrtle Beach, South Carolina, prepared for the U.S. Army Corps of Engineers, Omaha District, Omaha, Nebraska, July. Shaw Environmental, Inc. (Shaw), 2005, Demonstration of Remedial Actions Operating Properly and Successfully, Myrtle Beach Air Force Base, Myrtle Beach, South Carolina, prepared for U.S. Army Corps of Engineers, Omaha District, April. Shaw Environmental, Inc. (Shaw), 2003, Myrtle Beach Air Force Base Quality Assurance Program Plan, Myrtle Beach Air Force Base, Myrtle Beach, South Carolina, prepared for U.S. Army Corps of Engineers, Omaha District, October. South Carolina Department of Health and Environmental Control (SCDHEC), 2002, South Carolina Well Standards, R.61-71, April U.S. Environmental Protection Agency (EPA), 2003, Decision Document for SD019, Building 324 (SWMU 40), Myrtle Beach Air Force Base, Myrtle Beach, South Carolina, September. U.S. Environmental Protection Agency (EPA), 1999, Monitored Natural Attenuation of Chlorinated Solvents, U.S. EPA Remedial Technology Fact Sheet, EPA/600/I-98/022, May.

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TABLES

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Table 2-1

Proposed 2009/2010 Annual/Biennial Groundwater Monitoring Schedule

and Analytical Parameters

Building 324 (SWMU 40)

Myrtle Beach Air Force Base, Myrtle Beach, South Carolina

Well ID Sampled in 2009 Sampled in 2010

Analytical

Parameters

MB-02R No Yes VOCsa

MB-110 No Yes VOCs

MB-05 No Yes VOCs

MB-09 No No VOCs

MB-10 Yes Yes VOCs

MB-11 No No VOCs

MB-12 No Yes VOCs

MB-15 No No VOCs

MB-16 No Yes VOCs

MB-17 No Yes VOCs

MB-18 Yes Yes VOCs

MB-19 No Yes VOCs

MB-21 No No VOCs

MB-21S No No VOCs

MB-22 Yes Yes VOCs

MB-23 No Yes VOCs

MB-25 No No VOCs

MB-28 No No VOCs

MB-29 No Yes VOCs

MB-30 Yes Yes VOCs

MB-31 No Yes VOCs

MB-32 No No VOCs

MB-33 No No VOCs

MB-34 No No VOCs

MB-35 No No VOCs

MB-36 No No VOCs

MB-37 No No VOCs

MB-38 Yes Yes VOCs

MB-41 No No VOCs

MB-42 No Yes VOCs

MB-43 No No VOCs

MB-44 No No VOCs

MB-46 No No VOCs

MB-47 No No VOCs

B328-MW02 No Yes VOCs

MBEX-01 No No VOCs

MBEX-02 No No VOCs

MBEX-03 No No VOCs

MBEX-04 No No VOCs

MBEX-05 No No VOCs

Total sampled 5 17

a - Volatile organic compounds (VOC) by EPA Method 8260B.

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FIGURES

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Fort Campbell

Atlantic Ocean

Myrtle Beach

G e o r g i a

N o r t h C a r o l i n a

S o u t h C a r o l i n a

U.S. H

WY. 1

7Int r a c o a s t a l W

at e r way

Atlantic Ocean

BUILDING 324 (SWMU 40)

SITE LOCATION MAPBUILDING 324 (SWMU 40)

FORMER MYRTLE BEACH AIR FORCE BASEMYRTLE BEACH, SOUTH CAROLINA

FIGURE 1-1

CORRECTIVE MEASURES IMPLEMENTATION WORK PLAN

VICINITY MAP

REGIONAL MAP

SITE LOCATION MAP

X:\Myrtle_Beach_PBC\GIS_Documents\Project_Maps\B324\B324_SiteLocation_army.mxd

U.S. Army Corps of Engineers

0 1,000 2,000500

Feet

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Former Groundwater ExtractionTreatment Unit

SH

INE

AV

E

FARRO

W P

KY

WA

INW

RIG

HT

AV

E

VICTORY ST

CORSAIR ST

MUSTANG ST

AIR

DR

OM

E A

VE

BELIN ST

TEMP D

R

DUSENBURY ST

MB-44

MB-41

MB-38

MB-37

MB-36

MB-35

MB-34

MB-33

MB-32

MB-31

MB-30

MB-29

MB-28

MB-25

MB-23

MB-22

MB-21

MB-18

MB-17

MB-16

MB-15

MB-12

MB-11

MB-10

MB-05

MW-110

MB-21S

MB-02R

MBEX-05

MBEX-04

MBEX-03

MBEX-02MBEX-01

B328-MW02

MB-19

MB-42

SITE MAPBUILDING 324 (SWMU40)

FORMER MYRTLE BEACH AIR FORCE BASEMYRTLE BEACH, SOUTH CAROLINA

0 300 600150

Feet

X:\Myrtle_Beach_PBC\GIS_Documents\Project_Maps\B324\CM_Implement_Workplan\B324_sitemap.mxd

FIGURE 1-2

Legend

Extraction Well Location

Shallow Monitoring Well Location

Former Extraction Well Location

Groundwater Flow Direction

Land Use Control Boundary

Ditch Centerline

Road Centerline

Extraction Well Piping

Monitoring Area

CORRECTIVE MEASURES IMPLEMENTATION WORK PLAN

U.S. Army Corps of Engineers

Former National Pollution Discharge Elimination System Permitted Outfall

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Former Groundwater ExtractionTreatment Unit

MB-44

MB-41

MB-38

MB-37

MB-36

MB-35

MB-34

MB-33

MB-32

MB-31

MB-30

MB-29

MB-28

MB-25

MB-23

MB-22

MB-21

MB-18

MB-17

MB-16

MB-15

MB-12

MB-11

MB-10

MB-05

MW-110

MB-21S

MB-02R

MBEX-05

MBEX-04

MBEX-03

MBEX-02MBEX-01

B328-MW02

MB-19

MB-42

Horry County

Horry CountyLow Country Real Estate Investment

Horry County

5

2

70

20

50

2

5

70

2

270

LAND USE CONTROL AND PARCEL BOUNDARIESBUILDING 324 (SWMU40)

FORMER MYRTLE BEACH AIR FORCE BASEMYRTLE BEACH, SOUTH CAROLINA

0 300 600150

Feet

X:\Myrtle_Beach_PBC\GIS_Documents\Project_Maps\B324\CM_Implement_Workplan\B324_LUCB_Parcels.mxd

FIGURE 2-1

Legend

Extraction Well Location

Shallow Monitoring Well Location

Former Extraction Well Location

Groundwater Flow Direction

Land Use Control Boundary

Road Centerline

Parcel Boundary

TCE Isoconcentration Line (µg/L)

VC Isoconcentration Line (µg/L)

cis-1,2-DCE Isoconcentration Line (µg/L)

Extraction Well Piping

CORRECTIVE MEASURES IMPLEMENTATION WORK PLAN

U.S. Army Corps of Engineers

Former National Pollution Discharge Elimination System Permitted Outfall

Note:Isoconcentration lines are based on November 2010 groundwater data.

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APPENDIX A

LAND USE CONTROL CHECKLIST

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Building 324 (SWMU 40) Land Use Control Checklist

Myrtle Beach Air Force Base, South Carolina

(Page 1 of 5)

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I. SITE INFORMATION

Site Name (e.g. SWMU, property name, etc.): Building 324 (SWMU 40)

Date of Inspection:

EPA ID # for facility in which LUCs are required:

Weather/Temperature:

Property Status: A. Deed Holder: Low Country Real Estate Investment, LLC

Deed Holder Address: 5901 S. Kings Hwy Myrtle Beach, SC 29575

Has there been a transfer of the property deed since the previous inspection? Yes No If the property has been transferred since the previous inspection, did the restrictive covenants get incorporated into the new deed? Yes No B. Deed Holder: Horry County Deed Holder Address:

1301 2nd Ave. Conway, SC 29526

Has there been a transfer of the property deed since the previous inspection? Yes No If the property has been transferred since the previous inspection, did the restrictive covenants get incorporated into the new deed? Yes No

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Building 324 (SWMU 40) Land Use Control Checklist

Myrtle Beach Air Force Base, South Carolina

(Page 2 of 5)

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LUC Objectives:

• Prevent disturbance, movement, damage, mar, tampering with, interfering with, obstruction, or impedance of any groundwater wells and treatment facilities and systems, and related piping used in the environmental remediation and restoration.

• Prevent installation of wells1 and the use of contaminated groundwater for

drinking water or any other purposes within the LUC boundary.

• Prevent excavation that would expose the water table in areas where contaminants exceed maximum contaminant levels unless a construction plan is submitted to and approved by EPA, USAF, and SCDHEC prior to initiating the work.

• Notify and obtain prior approval from the USAF, SCDHEC, and EPA at least sixty (60) days before any anticipated action that may disrupt the effectiveness of the remedy/corrective measure or any action that may alter or negate the need for environmental use restrictive covenants.

Type of Inspection (e.g., walk through, drive by): Frequency: Agency, office, or company conducting the inspection: Contact: Name Title Phone No. Signature Date Attachments: (e.g., Inspection team roster attached, Site map attached, Photographs attached)

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Building 324 (SWMU 40) Land Use Control Checklist

Myrtle Beach Air Force Base, South Carolina

(Page 3 of 5)

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II. INTERVIEWS (Check all that apply)

1. Site Manager: Name Title Date Interviewed: at site at office by phone Phone No. Present at time of inspection: Yes No Problems/Suggestions: Reports attached: 2. Staff: Name Title Date Interviewed: at site at office by phone Phone No. Present at time of inspection: Yes No Problems/Suggestions: Reports attached: 3. Other Interviews (Summary attached) Yes No

III. LAND USE CONTROLS (LUCs) Applicable N/A

*If deficiencies are noted, the locations should be documented on a site map and with photos.

A. Engineering Controls Applicable N/A 1. Fencing Yes No Are they secured? Yes No Remarks: Security fence present along airport property. 2. Barriers Yes No Are they secured? Yes No Remarks:

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Building 324 (SWMU 40) Land Use Control Checklist

Myrtle Beach Air Force Base, South Carolina

(Page 4 of 5)

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B. Prohibitive Directive Applicable N/A 1. Well Installation Yes No Were wells installed? Yes No Remarks: 2. Digging/Excavation Yes No Did excavation occur? Yes No Authorization/Permit #: Remarks: A construction plan for utility upgrades within the LUC boundary was reviewed by the Air Force. The planned activities will not violate the LUC objectives for the site. 3. Have any activities occurred that would change the groundwater level, flow direction, velocity, or chemistry?

Yes No Remarks: C. Institutional Controls Applicable N/A 1. Deed and Restrictive Covenant Yes No Readily available? Yes No Remarks: 2. Local land use changes Yes No Do the changes in land use potentially affect the corrective action? Yes No Remarks: 3. Land use changes off site Yes No Do the changes in land use potentially affect the corrective action? Yes No Remarks:

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Building 324 (SWMU 40) Land Use Control Checklist

Myrtle Beach Air Force Base, South Carolina

(Page 5 of 5)

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IV. SITE CONDITIONS *If deficiencies are noted, the locations should be documented on a site map and with photos.

1. Provide general description (i.e., roads, buildings, etc.) 2. Monitoring Wells Properly secured/locked? Yes No Damaged? Yes No Corrective Action : Remarks: 3. Inspector Name (print): Organization (print): Signature: Date:

V. EVALUATION OF LAND USE CONTROLS (LUCs)

1. Implementation and Enforcement Site conditions imply LUCs have been properly implemented. Yes No N/A Site conditions imply LUCs are fully enforced. Yes No N/A Remarks: 2. Responsible Party Name (print): Organization (print): Signature: Date:

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APPENDIX B

PROPERTY DEEDS

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Myrtle Beach Air Force Base Redevelopment Authority

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Horry County

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Low Country Real Estate Investments, LLC Deed

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RESPONSE TO COMMENTS

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RESPONSE TO COMMENTS FROM THE SOUTH CAROLINA DEPARTMENT OF HEALTH AND ENVIRONMENTAL CONTROL, ON THE DRAFT CORRECTIVE

MEASURES IMPLEMENTATION WORK PLAN, BUILDING 324 (SWMU 40),

MYRTLE BEACH AIR FORCE BASE (MBAFB), SOUTH CAROLINA Memorandum from Meredith Amick, Engineering Associate, Corrective Action Engineering Section, Division of Waste Management, Bureau of Land and Waste Management, dated May 19, 2011. Comment 1: Section 3.3.1

It is the Department’s understanding (per Appendix B submitted in June 2010) that the portion of SWMU 40 property owned by the Myrtle Beach Air Force Redevelopment Authority has been transferred to Low Country Real Estate. Please clarify and correct this section.

Response 1: Agreed. The Draft Corrective Measures Implementation (CMI) Work Plan

was submitted on April 22, 2010 and included copies of the property deeds associated with the Building 324 site. When the CMI Work Plan was submitted, the Low Country Real Estate Investments LLC property deed was not available; however, a place holder was provided in Appendix B of the document. The Low Country Real Estate Investments LLC property deed was subsequently submitted to the BCT on June 22, 2010. Section 3.3.1 will be revised to indicate that the parcel previously transferred from the USAF to the Myrtle Beach Air Force Redevelopment Authority was subsequently transferred to Low Country Real Estate Investments, LLC. Copies of all property deeds will be provided in the Final version of the CMI Work Plan.

Comment 2: Section 3.3.1states “The USAF deed does not contain the LUC boundary;

however, the deed map is considered equivalent because the plume boundary was used to identify the parcel boundaries.” Later in the section, wording from the deed state “…as identified by the Building 324 Land Use Control Boundary for any purpose whatsoever…”. Based on the first statement, the LUC Boundary discussed in the deed would be the parcel boundary. However, Figure 2-1 shows the LUC boundary does not match the parcel boundaries. Please clarify. (This will include showing on the map the owners of each parcel identified and which parcels were transferred with LUCs). Additionally, it appears that contamination is present above MCLs on the parcel containing MB-41, however, this parcel does not appear to have LUCs.

Response 2: Agreed. The text on page 10 will be revised as follows:

(a) With respect to the Property, the Grantee covenants not to: (1) disturb, move, damage, mar, tamper with, interfere with, obstruct, or impede any groundwater wells and treatment facilities and systems, and related

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piping used in the environmental remediation and restoration of the property; (2) install groundwater wells or use the groundwater within the Property as a source of potable or nonpotable water, unless the USAF, EPA, and SCDHEC determine that there will be no adverse impacts of such use with respect to human health and the environment or that such use will not adversely impact the remedial actions of the Grantor; (3) excavate in a manner that exposes the water table in areas where contaminants exceed maximum contaminant levels as identified by Exhibit D for any purpose whatsoever, without coordinating such efforts and obtaining prior approval from the USAF, EPA, and SCDHEC.

The LUC boundary is set in the CMI Work Plan and does not match the parcel boundaries located at the Building 324 site. The intent is to capture contamination within the LUC boundary. Figure 2-1 has been revised to include the contaminant plumes from the 2010 groundwater data and a copy is attached to these responses to comments. The Draft CMI Work plan included the contaminant plumes based on the 2008 groundwater data, which was the most current data available at the time. The 2010 contaminant plume longer extends into the parcel where MB-41 is located, based on the 2010 groundwater monitoring data. However, it is noted that the TCE plume slightly extends outside the LUC boundary at MB-18 based on the 2010 detections. It’s recommended that no change be made to the LUC boundary, as established in the CMI Work Plan, based on the most recent groundwater monitoring results from 2010 until the exceedances in MB18 can be verified during the next sampling event. Groundwater concentrations in MB-18 will continue to be monitored to determine whether expanding the LUC boundary is warranted, and recommendations regarding groundwater monitoring and the LUC boundary will be provided in Corrective Measure Progress Reports for the Building 324 site.

RFP 2016-17-053 March 20, 2017 Page 138 of 138