Agenda 03/10/2026 Item #10A (Finalize the Purchase and Sale Agreement between Collier County and the Trust for Public Land)3/10/2026
Item # 10.A
ID# 2026-542
Executive Summary
Recommendation to (1) Authorize the County Manager or designee to finalize the Purchase and Sale Agreement between
Collier County and the Trust for Public Land for acquisition of approximately 24.3 acres comprising approximately 1.5
miles of the Seminole Gulf Railway Corridor (Bonita -Estero Rail Corridor Segment) within Collier County for interim
public trail use in the amount of $11,642,069, and return to the Board for consideration of a final agreement at a future
meeting; and (2) Approve the increase in pre -acquisition and due diligence costs from $100,000 to $150,000.
OBJECTIVE: To acquire fee simple title, through the Trust for Public Land, to approximately 24.3 acres comprising
approximately 1.5 miles of the Bonita Estero Rail Corridor (Bonita -Estero Rail Corridor Segment) located within Collier
County for interim public trail use as part of a coordinated regional rail -to -trail initiative.
CONSIDERATIONS: The Bonita Estero Rail Trail project contemplates conversion of approximately 11.1 miles of
underutilized rail corridor extending south from the northern edge of Estero Parkway through Lee County and into
Collier County for interim public multi -trail purposes. Of that total corridor, approximately 1.5 miles, is located within
Collier County.
In support of this effort, on April 8, 2025, the Board of County Commissioners approved a Memorandum of Agreement
(Agenda Item 16B 12) which establishes the initial framework for initiating due diligence, including authorization of
expenditures of up to $100,000 for due diligence, with the Trust for Public Land leading procurement of critical pre -
acquisition items such as appraisals with reimbursable costs to be shared among the local government partners. In
discussions with the working group, it is anticipated that Collier County's pre-acquisition/due diligence costs could be
up to $150,000. There are sufficient transportation funds for the increase of $50,000. The MOA expires June 30, 2026,
and closing is expected after that date. An amendment to the MOA will be required to extend its term through the
Closing Date of the Purchase and Sale Agreement and to make any non -substantive modifications as may be necessary
to maintain consistent cost -sharing provisions for due diligence items required prior to Closing, with the specific due
diligence scope, itemization, and reimbursement documentation to be developed and processed through administrative
routing and not included with this action.
To implement this multijurisdictional acquisition, the Trust for Public Land now holds a Purchase and Sale Agreement
with Seminole Gulf Railway for the corridor. The version of the purchase and sale agreement as presented to Collier
County is attached as backup to this item for reference. Staff will continue to negotiate the terms in coordination with
the County Attorney's Office that are mutually agreeable to the Trust for Public Land. The final proposed Purchase and
Sale Agreement will be presented to the Board of County Commissioners at a future meeting.
Kev Terms of the Purchase and Sale Agreement (as presented):
Purchase Price and Costs
The Purchase and Sale Agreement requires the Trust for Public Land to convey the Collier County segment to the
County at closing. The Collier County segment has been negotiated to a purchase price of $11,642,069, which equates
to approximately $479,100 per acre.
On October 14, 2025, as Agenda Item 11.E., the Board of County Commissioners approved the County's funding
commitment by a 5-0 vote, authorizing up to $6,884,830, which represented 50% of the County's then expected
maximum purchase price. Funding sources identified include Conservation Collier funds, Road Impact Fees, Gas Tax,
and the General Fund, with final allocation to be implemented through subsequent Board action and budget amendment.
Following Board approval, when it became apparent that the recent legislative request and grant applications would not
come to fruition, the Trust for Public Land engaged with Seminole Gulf Railroad requesting a reduced acquisition cost,
subject to support by two independent appraisals and due diligence efforts. Seminole Gulf agreed to an overall
reduction in price with Collier County's portion being $11,642,069. The Trust for Public Land, Collier County, the City
of Bonita Springs & the Village of Estero, will share costs for two independent appraisals, which must substantiate each
entity's individual purchase price. If the purchase price is not supported by the two appraisals, the item will be brought
back to the Board for further consideration.
3/10/2026
Item # 10.A
ID# 2026-542
Due Diligence and Termination Rights
The Purchase and Sale Agreement provides a due diligence period from the effective date through September 29, 2026,
during which the County may terminate the Agreement in its sole discretion. Seller deliverables during due diligence
include a title commitment within 60 days, environmental reports within 120 days, and a survey within 150 days.
Closing and Conditions
Closing is required to be scheduled on or before October 23, 2026, and is contingent upon approval by the Surface
Transportation Board and issuance of a Notice of Interim Trail Use.
Assignment of leases and other contracts
Exhibit C to the Purchase and Sale Agreement identifies leases and other agreements affecting the Bonita Estero Rail
Trail. At closing, the Seller will assign to the County those agreements applicable to the Collier County segment,
including any associated rights and obligations. These agreements include, but are not limited to the leases, licenses, and
related agreements affecting the Bonita Estero Rail Trail, including land leases and sidetrack agreements for adjacent
users, public and private roadway crossings, underground utility and water and sewer mains, temporary storage/railhead
use arrangements, and a wireless communications tower agreement reflecting third -parry rights. At closing, the Seller
will assign to the County those applicable agreements, including any associated rights and obligations.
Rail Retention and Removal
Notwithstanding the conveyance of the Property to the County, Seminole Gulf Railway will retain ownership of rail and
related equipment and must remove such property within 730 days after conveyance of the Property to the Seller, as
provided in the Purchase and Sale Agreement. Any such property not removed within that period shall become the
property of the County. The County may remove such equipment earlier if necessary for the construction of the
Veterans Memorial Road extension. Seminole Gulf Railway has agreed to indemnify, defend, and hold harmless Seller
and its successors and assigns from claims arising from such removal activities, except with respect to land disturbance,
as provided in the Purchase and Sale Agreement.
Interim Trail Use Agreement
Upon closing, the corridor will be used for interim public multi -use trail purposes pursuant to a Notice of Interim Trail
Use issued by the Surface Transportation Board. Interim trail use may remain in place for the long term and could
continue indefinitely if rail service is not reactivated. At closing, the parties will execute an Interim Trail Use Agreement
under which the County will assume management, liability, and tax obligations for the right-of-way. The agreement
establishes terms governing potential future rail reactivation, including compensation for improvements and an inflation -
adjusted purchase price if reconveyance is required.
Post Closing Deed Restrictions:
After closing, the deed will include recorded restrictions that limit the property to trail and related public infrastructure
purposes, preserve the potential for future rail reactivation, and prohibit incompatible uses such as residential
development, passenger rail, mitigation banking or mitigation credit sales, agricultural production for human
consumption, and groundwater use.
Legal Description
The final legal description will be prepared following completion of survey and title coordination and incorporated into
Exhibit "A" prior to closing. Such incorporation will not materially alter the corridor limits, acreage, or Purchase Price
approved by the Board.
This acquisition supports the County's Strategic Plan by expanding quality public amenities and recreational
opportunities through interim public trail use of the rail corridor. It also advances the Strategic Plan focus on developing
and utilizing partnerships to ensure County facilities and services meet public expectations.
FISCAL IMPACT: The agreement for the Collier County segment, which is approximately 24.3 acres of land, totals
3/10/2026
Item # 10.A
ID# 2026-542
$11,642,069. Approximately 0.5 +/- acres is necessary for the extension of Veterans Memorial Boulevard. Therefore,
$245,513.76 will be paid for by available road impact fees within Veterans Memorial Blvd Project 60198. The
remaining $11,396,555.24 of the acquisition will be paid from the Conservation Collier Land Acquisition Fund (1061).
Funding for additional pre -acquisition costs in the amount of $50,000 is available within Transportation Capital Fund
(3081), Pathways Project 60118.
GROWTH MANAGEMENT IMPACT: This acquisition is consistent with the Transportation Element objectives
promoting multimodal transportation alternatives and the Parks and Recreation Element objectives supporting expansion
of public trail and recreation facilities.
LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires a majority vote for approval.
-SAA
RECOMMENDATION(S): Recommendation to (1) Authorize the County Manager or designee to finalize the
Purchase and Sale Agreement between Collier County and the Trust for Public Land for acquisition of approximately
24.3 acres comprising approximately 1.5 miles of the Seminole Gulf Railway Corridor (Bonita -Estero Rail Corridor
Segment) within Collier County for interim public trail use in the amount of $11,642,069, and return to the Board for
consideration of a final agreement at a future meeting; and (2) Approve the increase in pre -acquisition and due diligence
costs from $100,000 to $150,000.
PREPARED BY: Commissioner Chris Hall, District 2
ATTACHMENTS:
DRAFT Purchase and Sale Agreement (Collier and Trust for Public Land)
MOU Seminole Railway 4.8.25 16B 12
PURCHASE AND SALE AGREEMENT
****Currently under negotiation in coordination with the County Attorney's Office and
will return to the Board for consideration and approval***
THIS AGREEMENT ("Agreement") entered into this day of 2026,
between THE TRUST FOR PUBLIC LAND, a nonprofit California corporation, whose
address is 1834 Hermitage, St. 100, Tallahassee, FL 32308, ("Seller"), and Collier County, FL, a
political subdivision organized and existing under the laws of the State of Florida, whose address
is , ("County") (collectively ("Parties").
RECITALS
A. The addresses and telephone numbers of the Parties to this Agreement are as
follows:
SELLER
The Trust for Public Land
1834 Hermitage Blvd, St. 100
Tallahassee, FL 32308
Attention: Doug Hattaway, AICP
Telephone: (850) 212-6859
Email: doug.hattaway�a,tu_ l.org
COUNTY:
With a copy to: With a copy to:
Catherine A. Brown, Legal Counsel
THE TRUST FOR PUBLIC LAND
1834 Hermitage Blvd., St. 100
Tallahassee, FL 32308
Telephone: 850-661-2788 Telephone
Email: Kate.Brown(a�tpl.org Email:
B. County acknowledges and agrees that Seller has a binding Option Agreement on
that certain real property in Lee and Collier Counties, Florida, which property is more
particularly described in Exhibit "A" attached hereto and incorporation herein by this reference
(hereinafter referred to as the "Parent Property") and is not presently the owner of the Property.
The Parent Property is more particularly described as an approximately 11.1-mile corridor from
the Northern edge of Estero Parkway at approximately SGLR Milepost AX 979.30 south to the
corridor's terminus at approximately SGLR milepost AX 990.40. County acknowledges that the
portion of the Parent Property intended to be conveyed to County under the terms stated herein
extends from the Collier County northern jurisdictional boundary where the Parent Property
crosses Bonita Beach Road south to approximately milepost AX 990.40 (the "Property").
Seller shall convey title by Quit Claim deed to the Property subject to a notice of interim
trail use ("NITU") issued by the federal Surface Transportation Board ("STB"). Prior to the
closing of the transaction, Exhibit "A" will be modified to reflect a legal description for the
Property. Seller's obligations under this Agreement are contingent upon Seller acquiring
marketable fee simple title from the current owner, Seminole Gulf Railway, L.P ("SGLR").
C. Seller wishes to sell the Property to County and County wishes to purchase the
Property from Seller on the terms and conditions set forth in this Agreement.
THE PARTIES AGREE AS FOLLOWS:
1. Purchase and Sale. In consideration of an earnest money deposit by County to Seller in
the amount of TEN DOLLARS and xx/100 ($10.00) (the "Deposit") and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Seller agrees to
sell and County agrees to buy the Property on the terms and conditions set forth in this
Agreement. The Deposit, if any, paid above shall be credit toward the Purchase Price (as defined
below). Seller shall return the Deposit, if any, to County if the sale of the Property is not
completed under this Agreement because of Seller's failure, refusal or inability to perform any of
Seller's obligations under this Agreement.
2. Inspection Period. The period of time from the Effective Date of this Agreement
through June 1, 2026, shall constitute County's inspection period (the "Inspection Period").
During the Inspection Period, County, through its employees, agents and contractors may enter
upon the Property for the purpose of making any inspections and investigations, as County
deems appropriate in order to assess the condition of the Property. During the Inspection Period,
County may, in its sole discretion, terminate this Agreement by delivering written notice to
Seller, prior to the end of the Inspection Period if it deems the survey, status of title, or physical
or environmental condition to be unacceptable.
3. Purchase Terms.
a. Price. The purchase price for the Property shall be
Dollars ($ ) (the "Purchase Price").
and 00/100
b. Method of Pae. The Purchase Price shall be paid at closing by cashier's or
bank check or by wire transfer of immediately available funds, subject to credits, prorations and
adjustments as provided in this Agreement.
C. Quit Claim Deed. The conveyance shall be by quit claim deed conveying all of
Seller's right, title and interest in the Property, if any, but shall be expressly subject to: all
existing roads, fiber optic facilities, public utilities and all licenses, leases and other agreements
in effect at the time of execution of this Agreement; all matters of record; any applicable zoning
ordinances and subdivision regulations and laws; taxes and assessments, both general and
2
special, which become due and payable after the date of conveyance and which County assumes
and agrees to pay; all matters that would be revealed by a survey meeting applicable State
minimum technical requirements or by an inspection of the Property; the items or matters
identified in Section I I (a)(v.) of this Agreement; and all existing occupancies, encroachments,
ways and servitudes, howsoever created and whether recorded or not. The provisions of this
Section shall survive Closing.
4. Closing. In the event County does not terminate this Agreement as permitted herein, the
Closing shall take place on or before June 30, 2026 at a time and place mutually agreeable to the
Parties ("Closing Date"). The Parties agree that Seller may arrange a simultaneous closing with
SGLR and County, or at Seller's election, Seller may direct the deed of conveyance and
easement from SGLR to County. The Parties may arrange to close by mail. County's purchase
and obligation to close is contingent on the STB's approval or extension of a Notice of Interim
Trail Use (NITU) to County which will be timely and properly requested by County in
coordination with Seller and SGLR in accordance with STB regulations.
a. Seller shall deliver to County no less than fifteen (15) days prior to the Closing Date,
drafts of the following documents prepared by Seller's counsel for County's review,
and on or before the Closing Date final versions of same:
i. an owner's affidavit attesting to the absence of mechanic's or
materialmen's liens, proceedings involving Seller which might affect title to the Property being
transferred by deed, and confirming such lessees or licensees as may be in possession pursuant to
ground leases or licenses meeting the requirements as to title set forth above;
ii. a Foreign Investment and Real Property Tax Act (FIRPTA) affidavit, and
such other instruments and documents as County's counsel or the title insurer may reasonably
request for the purpose of confirming proper and lawful execution and delivery of closing
documents and conveyance of the Property being transferred by deed to County in accordance
with this Agreement, including, without limitation, assignments of surviving leases and contracts
affecting the Property being transferred by deed that will be assigned or partially assigned by
Seller and the assignment of condemnation proceeds referred to below. Possession of the
Property shall also pass to County at the time of Closing;
iii. Quit Claim deed;
iv. Closing statement;
V. Assignment and Assumption Agreement for all leases, license and other
agreements that will be assigned or partially assigned by Seller and/or
SGLR, and assumed by County at closing;
b. On the Closing Date, County shall deliver to Seller the balance of the Purchase
Price and execute and deliver the following:
i. Closing statement;
3
ii. Assignment and Assumption Agreement for all leases, license and other
agreements that will be assigned or partially assigned by Seller, and/or
SGLR, and assumed by County at closing; and
iii. Such other documents as may reasonably be required to effectuate the
transaction.
Possession of the Property shall pass to County on the Closing Date. County shall be
responsible for recording the Quit Claim Deed.
5. Closing Expenses and Prorations:
a. County's expenses:
i. County's title search and title insurance policy premium;
ii. The recording fee for the deed of conveyance; and
iii. Reimbursement to Seller 50% of the cost to complete one appraisal report,
the cost to complete a boundary survey, the cost to complete a phase 1
environmental assessment report, the cost to complete a phase 2
environmental assessment, if applicable, meeting the minimum sampling
requirements as stated in Exhibit `B"
b. Seller's expenses:
i. the cost of preparing all documents necessary to satisfy the requirements
of Closing; and
ii. the cost of the closing fee charged by escrow agent, if any; and
iii. 50% of the cost to complete of one appraisal report; and
iv. Seller shall, in accordance with Section 196.295, Florida Statutes, place in
escrow with the county tax collector an amount equal to the current taxes
prorated to the date of closing, based upon the current assessment and
millage rates on the Property.
C. All other expenses, including, without limitation, attorneys' fees, shall be paid by
the party incurring the same.
6. Condition of Title.
a. Within thirty (30) days of the Effective Date of this Agreement, Seller shall
provide a commitment for a title insurance policy on the Property in the amount of the Purchase
Price. At closing, the premium for the title insurance policy shall be paid by County.
b. County may object to any matter of title that, in the opinion of County, would
constitute a title defect or render title unmarketable or uninsurable. Such objections to title shall
be specified in writing and deliver to Seller with ten (10) days from the date of receipt of the title
commitment by County.
C. In the event County timely notifies Seller of objections to title, Seller make a
good faith effort to cure such title defects within thirty (30) days from receipt of notice.
d. If after the exercise of reasonable due diligence, Seller is unable to make title to
the Property such as is required by County by the closing date, then County shall have the right
to:
i. terminate this Agreement, in which case all monies paid by County in
accordance with this Agreement shall be returned immediately to County, County will reimburse
Seller incurred costs by Seller as stated in Paragraph 5, and the Parties shall be relieved of any
further obligations hereunder;
ii. extend the closing date for up to thirty (30) days to allow Seller additional
time to make title to the Property such as is required by the terms of this Agreement; or
iii. elect to accept title to the Property in its existing condition.
e. The deed shall contain one or more restrictive covenants, reading substantially as
follows, to run with title to the Property, and to be binding upon County, County's heirs, legal
representatives and assigns, or corporate successors and assigns, or anyone claiming title to or
holding the Property through County:
i "Grantee (TPL) acknowledges that the Land conveyed hereunder has been
historically used for railroad industrial operations and other uses and is being conveyed for use
as a recreational trail and for "occupancies" as described hereafter. Grantee, by acceptance of
this deed, hereby covenants that it, its successors, heirs, legal representatives or assigns shall not
use the Land for any purpose other than for a recreational trail and related infrastructure
improvements, and that the Land will not be used for (a) any residential purpose of any kind or
nature (residential use shall be defined broadly to include, without limitation, any use of the
Land by individuals or families for purposes of personal living, dwelling, or overnight
accommodations, whether such uses are in single family residences, apartments, duplexes, or
other multiple residential dwellings, trailers, trailer parks, camping sites, motels, hotels, or any
other dwelling use of any kind), (b) any public or private school, day care, or any organized
long-term or short term child care of any kind, (c) any agricultural purpose that results in, or
could potentially result in, the human consumption of crops or livestock raised on the property
(agricultural purpose shall be defined broadly to include, without limitation, activities such as
food crop production, dairy farming, livestock breeding and keeping, and cultivation of grazing
land that would ultimately produce, or lead to the production of, a product that could be
consumed by a human) or (d) the establishment of a mitigation bank and/or the sale, lease,
license, conveyance or in any way distribution of mitigation credits (collectively the
5
"Environmental Use Restrictions"). Notwithstanding the foregoing, the above restrictions shall
not apply to any uses of the Land pursuant to occupancy agreements with Grantor at the time of
conveyance to Grantee (TPL). For clarification, nothing in this section shall preclude Grantee
from entering into new or renewed occupancy agreements, provided that such occupancies are
not incompatible with either recreational trail use, the restoration of rail service and/or Grantee's
reserved rights. (For these purposes "occupancies" shall mean use of the property for gas,
electric, water, drainage or water management, sewer, telephone, telecommunications, cellular
service or other similar service provided by a public, quasi -governmental or private entity.) By
acceptance of this deed, Grantee further covenants that it, its successors, heirs, legal
representatives or assigns shall not use the groundwater underneath the Land for human
consumption, irrigation, or other purposes.
Grantee, by acceptance of this deed, hereby covenants that it, its successors, heirs, legal
representatives or assigns shall not use the Land, or any tracks located thereon, for the
transportation of passengers in any form. (the "Passenger Use Restrictions").
ii. Grantee and Grantor agree and acknowledge the covenants and easements
contained in this Deed shall be covenants "in gross" and easements "in gross" which shall remain
binding on Grantee, its successors, heirs, legal representatives and assigns regardless of whether
Grantor continues to own property adjacent to the Property. Grantee acknowledges Grantor will
continue to have a substantial interest in enforcement of the said covenants and easements
whether or not Grantor retains title to property adjacent to the Property."
I 101 M
f. The deed shall contain an acceptance of the Property substantially in the following
(i) "Grantee, its authorized successors, designees and assigns hereby accepts the
Property subject to the Decision and Notice of Interim Trail Use served on
, 202, in Surface Transportation Board ("STB") Docket No. AB-400
(Sub No. _X), Seminole Gulf Railway, L.P. — Abandonment Exemption in Lee
County and Collier County, FL, in which the STB, pursuant to Section 8(d) of the
National Trails Systems Act, 16 U.S.C. 1247(d), et seq., imposed a Notice of
Interim Trail Use on the Property. Grantee for itself and its successors, heirs, legal
representatives and assigns, acknowledges that the Property remains subject to the
jurisdiction of the STB for purposes of reactivating rail service."
7. County's Right of Entry and Survey. Seller shall provide to County a current certified
boundary survey performed by a registered Florida land surveyor in form acceptable to Seller
and County within one hundred fifty (150) days from the Effective Date of this Agreement. The
plat of the survey shall show the boundaries of, and state the acreage of the Property, rounded to
the nearest one -tenth (1/10) of a square foot. The Property description in Exhibit "A" shall be
changed, if necessary, to conform to the survey and to the requirements of the title commitment.
If an accurate boundary survey by County's surveyor discloses any state of facts which
materially or adversely affect the insurability of marketability of the title to the Property, same
shall be treated in the same manner as a title defect under Section 6 above. County shall pay for
2
the cost of the survey upon conveyance of title from Seller to County, or within 45 days
following termination of this Agreement.
8. Hazardous Materials and Audit Remediation. Seller shall provide County with a
Phase 1 and, if necessary, Phase 2 Environmental Site Assessment(s) ("ESA") of the Property
performed in accordance with the Minimum Sampling, Soil Management, and Capping
Requirements For Rails -to -Trails Conversion of Rail Corridors stated within Exhibit B herein.
Additionally, in the State of Florida, if an ESA gives an opinion regarding geology, the report
must be signed by a Professional Geologist or Professional Engineer qualified in geology. Seller
shall deliver all ESA reports to County no later than one hundred twenty (120) days from the
Effective Date of this Agreement.
If there is found contamination present on the Property above state regulated contaminant
thresholds that require preventative, mitigative or remediation measures to protect public health,
County may elect to terminate this Agreement by giving notice as required herein, in which the
Seller agrees to return to County the Deposit, if any, and County will reimburse Seller incurred
costs by Seller as stated in Paragraph 5. Thereafter the Parties shall have no further obligations
under this Agreement. If County does not terminate the Agreement as stated herein in this
Paragraph within thirty (30) days following receipt of the Phase 2 ESA, then County will have
deemed to accept the condition of the Property pertaining to hazardous materials "AS IS and
WHERE IS".
It is the mutual intention of the Parties hereto that the ultimate use of the Property shall
be for public recreation and open space conservation. County acknowledges that: 1) the
historical use of the Property was for railroad and industrial operations and that the Property is
being conveyed as industrial use property; and 2) non -industrial use of the Property may require
the implementation of remedial or corrective actions to ensure the protection of human health or
the environment.
9. Representations and Warranties of Seller. Seller represents and warrants to County that
Seller shall have good and marketable fee simple title to the Property by the time of closing.
Seller has full power and authority to enter into this Agreement and to convey title to the
Property in accordance with this Agreement. No one other than Seller will be in possession of,
nor have any right of possession of, any portion of the Property at the time of conveyance to
County. If, before the conveyance to County, Seller discovers any information or facts that
would materially change the foregoing warranties and representations, Seller shall immediately
give notice to County of those facts and information. If the facts which cause any warranty or
representation to be inaccurate are not remedied before the date of conveyance to County,
County may elect to either:
a. terminate this Agreement, in which case County shall have no obligation to accept
title to the Property, or
b. defer the closing date for a period of up to Thirty (30) days to permit Seller to
remedy the problem.
7
10. Notices. All notices pertaining to this Agreement shall be in writing delivered to
the Parties hereto by hand, electronic mail, first class mail, or courier service, in accordance with
the information set forth in Recital "A."
11. Binding on Successors. This Agreement shall be binding not only upon the Parties
but also upon their respective heirs, personal representatives, assigns and other successors in
interest.
12. Remedies upon Default. In the event that Seller defaults in the performance of any
of Seller's obligations under this Agreement, Seller shall pay to County the sum of One
Thousand and 00/100 Dollars ($1,000.00) as full liquidated damages for Seller's default. In the
event of a default by County, Seller shall have the right to pursue a specific performance action
against County, or pursue and other available legal or equitable remedies.
13. Entire Agreement/Modification. This Agreement shall not be modified or amended
except by an instrument in writing, signed by or on behalf of the Parties.
14. Counterparts. The Agreement may be executed in counterparts, each of which
shall be deemed an original and which together shall be deemed an original and which, together,
shall constitute one and the same agreement.
15. Effective Date. As used herein, the terms "date of this Agreement," "date hereof," and
"effective date of this Agreement" shall mean the date on which the last of the Parties signs this
Agreement ("Effective Date")
IN WITNESS WHEREOF, The Parties hereto has caused this Agreement to be executed
and sealed by its duly authorized signatory(ies) on he dates set forth below.
SEE FOLLOWING PAGES FOR SIGNATURES
SELLER: The Trust for Public Land, a
nonprofit California corporation
Witness
Date:
Witness
(CORPORATE SEAL)
Witness
Witness
Approved as to form and legality
COUNTY:
By: _
Name:
Title:
Date:
10
EXHIBIT "A'
SUBJECT PROPERTY DESCRIPTION
SAN L71 OS
PA t$
V d�'.'� Ertero Bay
Pr esery
sS^t+ate Park
.
I �Sayr
Pva
h ese
ljag
K....Eeshen Ytwq
_
i
state
t•
t Ri Eztera Rivdr
Ontgtt
Villers
age Trail¢ Perk
'F
I FLORIDA
THREE s, '\ GULF COAST
OAKS I UNIVERSITY j
I
ESTERO PKWy---• ......... _w AL i GA
P�
Z
�Po
P�
0 td 5
a..—.t• Estero
Estero Community
l� Pointe Park
Y•�
'\ a ;er
' `----
- ---_-lican-----1'
PeI
Landing
Eco Perk
I
i I
csrc:eo
BA'/
i• +:
i t: C• i r
't
Key State
j, Park
Im-v
�'Bl9=Nlckoiy
. Island
- E
i:� �C
RD•SW---i
l
Proposed Bonita Eaten, RaiLTNdL
L.rP
Phase 1
as
— Existing-iLor, 9reenwaY
County boundary
i
■ Conservation easement
park or other protected and
City, village, or Census Designated Place
N
Miles A
We'
Wood. Pt.:er.e
ESTERO
am
BONITA 3
SPRINGS
W hRRY ST ilfir"'ri- ETERRVST v
i
CGT Kryak:
Q>k
Oak Creek
p,k preserve BONITA BEACH RD SE
Bonita Estero Rail Trail: Phase 1
r
C
I
Pine Lake-----
Preserve j
Corkscrew Regional
Ecosystem Watershed
I
.Imperial
FLowway i"—�
C
COLLIER AND LEE COUNTIES TRUST
mTRUST FOR
,P` PUBLIC
Deceber 12, 2014. Copyright C1 Trust for Pu bLic Land. Tmst for Public Land and Trust for Public Land Logo are federalLy registered LAND®
marks of Trustfor Public Land. Information on this map is provided for purposes of discussion and visuaLization only. Www.tplorg
EXHIBIT "B"
Minimum Sampling, Soil Management, and Capping Requirements
For Rails -to -Trails Conversion of Rail Corridors
County Agrees to:
I. Sampling
Surface soils should be sampled as follows (please see attachments for typical sampling
layout schematics):
a. Adjacent to any existing or former buildings, bridges, signals, etc.
b. At former switch or rail -to -rail crossings, collect a minimum of 3 composite samples.
One composite sample should be obtained at the switch or crossing location, with
additional composite samples obtained at 50-foot intervals in either directional along
the corridor as illustrated in Figure 1. Each composite sample should consist of 5
specimens (i.e., each composite sample will consist of 5 discreet samples that are
mixed together and analyzed as a single sample).
c. Along the remaining rail corridor, which is less than one mile in length:
• For corridor less than 0.5-mile long, collect a minimum of 10 composite
samples.
• For corridor 0.5 — 0.75 miles long, collect 15 composite samples.
• For corridor 0.75 miles to 1 mile long, collect 20 composite samples. Space
the sampling points evenly down corridor, i.e., 20 samples in one mile is one
sample about every 250 feet.
• For corridors greater than 1 mile in length, the number of evenly spaced
samples to be collected should be calculated as follows:
Number of Composite Samples = 20 + 5x
Where x = total corridor length in excess of 1 mile
As an example, given a 4-mile length of corridor, the number of samples to be
collected would equal 20+5*3 or 35 composite samples, which would be
spaced approximately every 600 feet.
Each composite sample collected along the corridor should consist of 5 specimens.
An illustration of the composite sample configuration for a rail corridor is provided in
Figure 2.
d. Samples should be collected from the upper 6 inches of soil taking into consideration
State standards concerning direct exposure.
e. Samples should be analyzed for arsenic (SW 846 Method 6010B), lead (SW 846
Method 6010B) and PAH (SW 846 Method 8270C SIM). If the corridor was utilized
for electric rail, the samples should also be analyzed for PCB's using SW 846 Method
8082, Method 608 or appropriate state test method.
II. Soil Management Plan
The purchase sale agreement shall require buyer to provide a written soil management plan
defining procedures for monitoring the corridor to ensure potential exposure pathways are
controlled to reduce risk of exposure to the public to acceptable levels. This plan shall include at
a minimum:
• A site plan clearly showing "capped" vs. "un-capped" areas of the corridor
• A detailed description of the cap thickness and method of construction (i.e.
soil, concrete, asphalt, etc.);
• A detailed description of methods and procedures to be utilized to prevent
users from accessing uncapped areas of the corridor and potentially contacting
site soils. This section should include a discussion of signage or other methods
to be utilized to communicate to the public the past industrial use of the
corridor and the potential for impacted soils to be present;
• Defined procedures for the testing and management of soil that is excavated as
part of a construction project on the property, such as culvert or underground
utility installation;
• A discussion of inspection and reporting procedures to document (at least
annually) the condition of the cap and to reaffirm that un-capped areas of the
site are not being accessed or utilized by the public_ The annual inspection
report should identify any deficiencies in the cap and document any changes
(including updated site plans) or repairs made to the cap during the inspection
period, and any other corrective actions warranted to protect the public from
exposure to site soils.
III. Capping by the County, its successors or assigns.
The rail bed, defined as extending from opposite toes -of -slope of the ballast field, if present, or a
minimum of 7 feet on either side of the centerline of the former track, shall be graded and capped
with pavement or other suitable material to prevent contact with the surface soil. This cap should
have a minimum thickness of one to two feet. Actual cap design should be developed on a
project -specific basis taking into account specific requirements of State and Local environmental
regulation.
EXHIBIT "C"
LEASES, LICENSES, CONTRACTS OR AGREEMENTS
8
�
a
'm"Sm5^^g'"4m
44
ggggg555�5"'S"55�55�"yy5�^5��55��°555�5555
ijgg
IN
as27.rm
i'���a���Tzmua�,���u3£u�uu—
'�'gF.�FS��a�grgsxmSum�auu8auu��mua
��yaai—a%axasys"
s�sxai
���
m�eg
Wa::Sa=:;
'�s'
a ui�
u
CmD
lEi
Ali.
o s
r
rV
r
E
tr.rr
fE"k�����eeeee�ggee
eeeeg
eee�eeee�,��;�P
m""E��gggg$g�
w se35555.55
a
a a
a
9m
5
55�35
a
a 5
a a
1555ia���55
spa€���9385sF<
as
55���55
�nogE�,�
Si,
m m
m m
m am
m m m
m m
m m
m n
s m6i
g m
g S
w m
w g
g m
S m
S 9
9 9
a m
9�
6 a
w mA
w g
@ A
I
8
0
om
$o�3S8
55
555n'
55�fifi55
�R
fi�N��22
55555�5m555�5""5'"55555a5'"555`5�
R1.N
�«'R�
N
as
9 IV
9�
�g 22
'm^fifiuN�NaNh"fi�`�`�fifi�fi«r��h�'fi�a
9
'
«
�
9
tl�SN�96.�`�
Y�
ss
�$�"�-
$
c E
x x
E
E N
N
c r
E
E
J.
yEg
5 E
E—�`
yy $y
E
6�61
=
E E
3333333��mti
3°>>°
x`a�_
o
oa d°u'ou'u'd
3�tip"glN,y
3Y
8o33d
3•m.Y
gxz
C53e�°3'=3
N93333xx3`o
S3I���ys�3Sc
3336339x
xo33a,n>"dm3N�3
hoT`o`o33'33"
U'U':''��
9
I
O
o
Iff
d
d
o`g�
s N
'Ec
��
mI
•°-:�
s`�
cFrQ
cs_�e�
3-9I-
$3222
€
E�3"5�;
v
o`oo
�
"°e
�S'og�
�8cN6,
Sg:E,m�«�SRx3„RS„
uLL
xi
LLS':.S>�3SSt`e59�$IN
3°
dFu�z���u9u
��u°FS�
�$E:nu
3$m°9E$,�
w9Jr
r Eck
uu�$a.0
-a.
uo
I
I
2
a
RR
m
.....
Igy�,
.y�j
°g°g
RmP$
rvmnn
u""
m
�i gN
'$o
a o 00o
ga
oo
rvme
e
a $
m mm
�:nm
ma,amimgia
g�
33m52.m�aas
ssya„esgj
ss�j
33
S�mam'2:mo�i'm
am
00
I
a
'NAM
mS
5.5
`$IVR
55555pm^5o^^�5
4«$
`3. ',��Na'm'Nfi
u
�S^iM�i
9
5
1 1
Sm55�
1 13i$u�'i��m�aUl
uu
55
m�
I I �m
m�«m�.^..
�+�+
�uu^
'�7M<<�^.
fimC
Si �..
5
�na�'.7N
mm
3
O
a
ezi
E
E
m 000
@iS
o
'�
=3,11
C d C C
9h
h�„3�i33i
,y
�3333oxi33a3�oo`036
aode.d�i3d3�r,$�5�dd�N
E
u°
3
i
UO
$:
m.
$
5d
�
o
xvar
w
�
E
3EEB
�
g�I
3sjsdeed
as>�"-a—Et
Is
9
m°
u° m°
u°
gm
&$
m
LL z$
m'
E
i m
u° u°
z
^^y�$n��m^^°dS.SSBSooemu^mSm
894"PI
A
I
G G
��^$
mmrRVr
1 6 B 1 2
MEMORANDUM OF AGREEMENT
BONITA ESTERO RAIL TRAIL
Located within Lee and Collier Counties, Florida
This Memorandum of Agreement ("Agreement") is made and entered into by and between The
Trust for Public Land, a California nonprofit corporation ("TPL"), Collier County, a political
subdivision of Florida, by and through its Board of County Commissioners, ("Collier County"),
the City of Bonita Springs, a municipal corporation of the State of Florida ("Bonita Springs") and
the Village of Estero, a municipal corporation of the State of Florida ("Estero").
WHEREAS, TPL, Collier County, Bonita Springs and Estero desire to acquire an approximately
11.4-mile railroad corridor and associated lands owned by Seminole Gulf Railway, L.P. ("SGLR")
located in Lee and Collier Counties as depicted in Exhibit "A" attached hereto (collectively
referred to herein as the "Tract"); and
WHEREAS the purpose of said acquisition is to develop a rails to trails projects wherein the
railroad right-of-way (ROW) corridor is converted from rails to a pedestrian and bike trail and;
WHEREAS Collier County, Bonita Springs and Estero (and the Lee County Metropolitan Planning
Organization) have previously cooperated to develop and submit federal grant applications to
purchase this railroad corridor and develop this rails to trail project and;
WHEREAS, the parties agree that it is in the best interest of Collier County, Estero and Bonita
Springs and TPL to cooperate on certain aspects of this project; and
WHEREAS, the TPL has agreed to take the lead in ordering preliminary due diligence products,
including but not limited to appraisals, appraisal reviews, boundary surveys or sketches, title
search products, environmental assessments and the like in order to facilitate the acquisition of the
Tract by Collier County, Bonita Springs and Estero;
NOW, THEREFORE, in consideration of the mutual benefits to Collier County, Bonita Springs,
Estero, and TPL it is agreed that:
Parcels Covered by this Agreement: The Tract of land identified in Exhibit "A", attached,
are the only parcels of land subject to this Agreement.
2. Pre -Acquisition Requirements and Costs: TPL, when it deems appropriate, will acquire and
initially pay for all pre -acquisition due diligence products, including but not limited to
appraisals, appraisal reviews, boundary surveys or sketches, title search products,
environmental assessments and the like and any other studies, inspections to accurately value
and ascertain the actual condition of the Tract ("Pre -Acquisition Costs"). TPL shall follow all
the rules and requirements of Collier County, Bonita Springs. and Estero, included herein, so
that the due diligence products may be relied upon by all parties. TPL will procure the cost
estimate and engagement letter for each of the Pre -Acquisition Costs and allow Collier County,
16B1 2
Bonita Springs and Estero to review for approval prior to engagement. Upon written approval
from each party to proceed. TPL will order the due diligence product and then invoice each
party for reimbursement. The Pre -Acquisition Costs will be provided to the parties for review
and approval and, if approved, split equally between the three (3) parties (Collier County,
Bonita Springs, and Estero). TPL shall provide a copy of all due diligence products to all parties
within 3 business days after completion.
a. Appraisal(s). Collier County. Bonita Springs, Estero and 'I'PL previously jointly funded the
completion of an independent appraisal with an effective date of September 9, 2020. TPL,
at its sole cost, has procured an updated appraisal with an effective date of March 13, 2024
completed by the same independent appraiser (the "Appraiser"). TPL will provide a copy
of this appraisal report available upon request. Collier County, Bonita Springs, Estero and
TPL all likely will require an additional update of the appraisal prior to acquisition and
possibly a second independent appraisal report or appraisal review report(s). Parties agree
to collaborate with the completion of any appraisal report update, additional appraisal(s)
and review appraisal(s).
b. Title Review. TPL has already obtained a title commitment for the Tract, which will be
made available to the parties to review. Collier County, Bonita Springs, and Estero may
review the title commitment and will provide TPL notice of any title objections.
c. Environmental Site Assessment. TPL will contract with an environmental consultant to
conduct a Phase I Environmental Site Assessment ("ESA") of the Tract. naming all parties
to this Agreement as intended users that may rely on the report. Should a Phase 2 ESA be
recommended, the parties acknowledge that any testing protocol will be agreed to in
advance by all parties.
d. Boundary Survey. TPL will contract with a professional land surveyor to conduct an ALTA
survey of the Tract. The survey will be certified to all parties that may take title to the Tract
or a portion thereof.
3. .Acquisition, Construction, and Management Responsibilities. Estero, Bonita and Collier
County will work to reach agreement regarding collective or cooperative responsibility to raise
the acquisition, construction and management funding necessary to complete the trail.
4. Confidentiality: The parties will maintain the confidentiality of all appraisals. Regardless of
anything contained herein, parties governed by Chapter 119, Florida Statutes, shall maintain
confidentiality subject to the terms and limitations set forth in section 125.355, F.S. and other
applicable law. All parties shall disclose confidential information to their employees on a
"need to know" basis only.
5. Steering/Coordinating Committee. Estero, Bonita, and Collier agree to form and participate in
a steering committee comprised of one elected official from each local government and a lead
staff member. TPL and Friends of BERT will designate a liaison to this committee as well.
0
16B12
This committee will meet regularly to discuss and coordinate activities associated with the
purchase of the rail corridor.
6. Terms and Conditions of Transfer: TPL holds site control of the Tract pursuant to a binding
purchase agreement with SGLR. TPL shall offer Collier County, Bonita Springs and Estero
the opportunity to enter into a purchase agreement with TPI. for the purchase of the Tract from
TPL subsequent to TPL's acquisition of the Tract.
7. Notices and Pre -Acquisition Invoices:
a. Collier County — County Manager, 3299 Tamiami Trail East, Suite 202, Naples,
FL 34112-5746. Telephone: (239) 252-8383
b. Bonita Springs City Manager, 9101 Bonita Beach Road, Bonita Springs, FL 34135.
Telephone (239) 949-6262
c. Estero — Village Manager 9401 Corkscrew Palms Circle, Estero, Fl 33928. Telephone;
239.221.5035. Email: infonestero-fl.gov*
d. TPL — Southeast Region Conservation Director. 1834 Hermitage Blvd, St. 100.
Tallahassee, FL 32308. Telephone: (850) 212-6859, Email: doug.hattawayntpl.org and
legal-noticesntplorg
8. Termination: Notwithstanding any provision to the contrary, this Agreement shall terminate
no later than .lunc 30, 2026. Any approved Pic -Acquisition Costs incurred by TPL prior to
this date will be reimbursed pursuant to the terms herein. Any costs incurred after June 30,
2026 will not be reimbursed.
9. Assignment of Interest. No party will assign or transfer any interest in this Agreement
without prior written consent of the other parties.
10. Successors and Assigns. The Parties each bind the other and their respective successors and
assigns in all respects to all of the terms, conditions, covenants, and provisions of this
Agreement.
11. Third Party Beneficiaries. This Agreement does not create any relationship with, or any
rights in favor of, any third party.
12. Severability. If any provision of this Agreement is declared void by a court of law, all other
provisions will remain in full force and effect.
13. Non Waiver. The failure of any party to exercise any right in this Agreement shall not be
considered a waiver of such right.
16B1 2
14. Governing Law and Venue. This Agreement is governed in accordance with the laws of the
State of Florida. Venue shall be in Lee County.
15. Attachments. All exhibits attached to this Agreement are incorporated into and made part of
this Agreement by reference.
16. Amendments. The parties may amend this Agreement only by mutual written agreement of
the parties.
17. Captions and Section Headings. Captions and section headings used herein are for
convenience only and shall not be used in construing this Agreement.
18. Counterparts. This Agreement may be executed in any number of and by the different parties
hereto on separate counterparts, each of which when so executed shall be deemed to be an
original, and such counterparts shall together constitute but one and the same instrument.
19. Construction. This Agreement shall not be construed more strictly against one party than
against the other merely by virtue of the fact that it may have been prepared by one of the
parties. It is recognized that both parties have substantially contributed to the preparation of
this Agreement.
20. Entire Agreement. This Agreement constitutes the entire Agreement and supersedes all prior
written or oral agreements, understandings, or representations.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed for the uses
and purposes therein expressed on the day and year first above -written.
THE TRUST FOR PUBLIC LAND, a California nonprofit corporation
By:
Its:
COLLIER COUNTY, FLORIDA
B v: Q+a—
Burt L. Saunders, Chair
Board of County Commissioners
ATTEST:
CRYSTAL K. KINZEL. CL.�RK OF THE CIRCI IT
COURT .AND CONIPTROL'LER
as to, ,tiMQh�l� ` naturClerk
w� y ,
(SEAL.)
APPROVED AS TO FORM
to
RMIN
mk i.
16BEW*4�
.............. 0. ..........
; THREE
1 OAKS
SAN CARLOS
..........
.............. .............
Yea va
mamwl v4
'W"
esTEoo
M—d
".1,
COIA.IFR AND I-FE CM)NrIEF,
..........
c—,
TRUST —
PUBLIC
LAND
CA)