Backup Documents 04/14/2026 Item #16B4 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 6 4
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting,
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attomey Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1. County Attorney Office County Attorney rr`,/„ ,, ,�
Attn. Sally A. Ashkar1 ")(3 I V (/b
2. BCC Office Board of County Commissioners
Di; ../r15/ LA 3
3. Minutes and Records* Clerk of Court's Office
/AO
*NOTE TO MINUTES AND RECORDS:
Please return an electronic copy of the document(s) to Verra.Ivanova@colliercountyfl.gov V
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees
above,may need to contact staff for additional or missing information.
Name of Primary Staff Vera Ivanova/OPMD/Real Property Phone Number 239-252-7609
Contact/ Dept tinent Management
Agenda Date Item was 4/14/2026 Agenda Item Number 16.B.4
Approved by the BCC
Type of Document Purchase and Sale Agreement Number of Original 1
Attached Documents Attached
PO number or account N/A
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes ' N/A(Not
appropriate. (Initial) ' Applicable)
1. Does the document require the chairman's original signature?STAMP OK N/A
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be VI
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the VI
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's VI
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines! _
8. The document was approved by the BCC on above date,and all changes made during VI N/A is not
the meeting have been incorporated in the attached document. The County an option for
Attorney's Office has reviewed the changes,if applicable. this line.
9. Initials of attorney verifying that the attached document is the version approved by the ( / N/A is not
BCC,all changes directed by the BCC have been made,and the document is ready for the . an option for
Chairman's signature. this line.
al I:Fonns/ pypty Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
063
4.
U`153`
1 6 B4
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT ("Agreement") entered into this H i'`g day of add xa/ 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,
FLORIDA, a political subdivision organized and existing under the laws of the State of Florida,
("County") (collectively "Parties").
RECITALS
A. The addresses and telephone numbers of the Parties to this Agreement are as
follows:
SELLER COUNTY:
The Trust for Public Land Real Property Management
1834 Hermitage Blvd, St. 100 2685 Horseshoe Drive, South,Unit 103
Tallahassee,FL 32308 Naples, Florida 34104
Attention: Doug Hattaway, AICP Attention: Jennifer A. Belpedio
Telephone: (850)212-6859 Telephone: (239) 252-8780
Email: d tt .,hattawaa@tpl..org E-mail: Jennifer.belpedio@collier.gov
collier.gov
With a copy to: With a copy to:
Catherine A. Brown, Legal Counsel Jeffrey A. Klatzkow
THE TRUST FOR PUBLIC LAND County Attorney's Office
1834 Hermitage Blvd., St. 100 3299 Tamiami Trail,East, Suite 800
Tallahassee, FL 32308 Naples, Florida 34112
Telephone: (857)204-0391 Telephone: (239) 252-8400
Email: kate.brown@tpl.org Email:jeffrey.klatzkow@collier.gov
collier.gov
B. County acknowledges and agrees that Seller has a binding Purchase and Sale
Agreement on that certain real property in Lee and Collier Counties, Florida, which is an
approximately 11.4-mile corridor from the Northern edge of Estero Parkway at approximately
SGLR milepost AX 979.40 south to the corridor's terminus at approximately SGLR milepost AX
990.80 (hereinafter referred to as the "Parent Property") and is not presently the owner of the
Property. 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 at approximately milepost AX 989.3 south to approximately SGLR milepost AX 990.80
more particularly described in Exhibit "A" attached hereto and incorporated herein by this
reference (the"Property").
CAO
1 6 B 4
Seller shall convey title by quitclaim 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 00/100($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 credited 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
September 29,2026,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 Eleven Million Six Hundred
Forty-Two Thousand Sixty-Nine and 00/100 Dollars($11,642,069) (the"Purchase Price"). If the
purchase price is not supported by appraisals in accordance with Collier County Ordinance No.
07-28, County may terminate this Agreement without penalty.
b. Method of Payment. 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. Quitclaim 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 special, which
become due and payable after the date of conveyance and which County assumes and agrees to
2
16B4
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 4.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.
d. Railroad Property.Notwithstanding the conveyance of the Property, County and
Seller acknowledge SGLR explicitly retains ownership of all rail, and rail fastenings and grade
crossing signal equipment (the "Railroad Property") on the Property and SGLR must remove, at
SGLR's sole cost and expense, such property within Seven Hundred Thirty (730) days from the
day Seller purchases the Property from SGLR(the"Removal Period").Any Railroad Property not
removed within the Removal Period shall become the property of the then owner of the Property.
At Closing, Seller shall provide to County an indemnity agreement between SGLR and County in
a form and substance acceptable to both SGLR and the County reflecting the terms of this
paragraph and executed by SGLR and County (the "SGLR Indemnity Agreement") stating that
SGLR, except as to land disturbance, agrees to indemnify, defend and hold harmless County and
its successors and assigns from against any claims,damage or loss resulting from or arising out of
such removal activity. For purposes of this section, "land disturbance" shall mean only the
disturbance of soils,vegetation,or landscaping resulting from the physical removal of the Railroad
Property. The SGLR Indemnity Agreement will also affirm that County may at any time during
the Removal Period, and upon ninety (90) days advance written notice to SGLR, require SGLR,
at SGLR's sole cost and expense, to remove its Railroad Property located within the proposed
right-of-way of County's Veterans Memorial Parkway project if the County,in its sole discretion,
determines that such removal is required for road construction purposes in order to extend
Veteran's Memorial Parkway across the Property. In the event SGLR removes such Railroad
Property, the Railroad Property shall then become the property of SGLR. If the County provides
the advance notice to SGLR and SGLR does not remove Railroad Property from the proposed
right-of-way of the Veterans Memorial Parkway Project within ninety (90) days from said notice,
County, at County's sole cost and expense, shall have the right to remove the Railroad Property
from the proposed right-of-way of the Veteran's Memorial Parkway Project, and shall be entitled
to retain ownership of such Railroad Property. The provisions of this section of this Agreement
and the SGLR Indemnity Agreement shall survive Closing through the expiration of the Removal
Period.
4. Closing. In the event County does not terminate this Agreement as permitted
herein, the Closing shall take place on or before October 23, 2026, at a time and place mutually
agreeable to the Parties ("Closing Date"). 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. County's obligation to
close is conditioned upon timely delivery of the Environmental Site Assessment reports and Seller
entering into separate agreements with the Village of Estero and City of Bonita Springs for the
conveyance (whether by fee simple transfer, lease or other transfer of a real property interest) of
the other segments of the Parent Property as required under Section 8.
3
CA
1684
11
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 in Section b;
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 Iimitation, 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. Quitclaim 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; and
vi. SGLR Indemnity Agreement between SGLR and County, benefitting
County regarding removal of Railroad Property during the Removal Period
from the Property as stated in Paragraph 3.d.
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;
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;
iii. Trail Use Agreement in substantially the form attached hereto as Exhibit "D".
Possession of the Property shall pass to County on the Closing Date. County shall be
responsible for recording the quitclaim Deed. The Parties shall cooperate with each other to
complete all other documents and actions necessary to effectuate the transaction contemplated by
this Agreement.
5. Closing Expenses and Pre-Acquisition Costs:
a. County's expenses:
4
CA 0
16 B4
i. County's title search and title insurance policy premium;
ii. The recording fee for the deed of conveyance; and
any appraisal,
iii. Reimbursement to Seller of County's share of a raisal appraisal
Y � pp'
update, second independent appraisal, or appraisal review report(s)
procured by Seller in accordance with that certain Memorandum of
Agreement dated April 8, 2025, byand amongSeller, Collier County, the
g' t3'�
City of Bonita Springs,and the Village of Estero(the"MOA"),which costs
shall be allocated among the parties in accordance with the cost-sharing
provisions set forth in the MOA.,
iv. Reimbursement to Seller for the cost to complete a boundary survey,a phase
1 environmental assessment report, and a phase 2 environmental
assessment, if applicable, including environmental sampling performed by
Seller or Seller's consultants in accordance with 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. Seller shall initially procure and pay for any appraisal, appraisal update,
additional appraisal(s),or appraisal review report(s)as contemplated by the
MOA, subject to reimbursement by County in accordance with County's
cost-sharing obligation under the MOA; 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.
d. Notwithstanding anything contained herein to the contrary, the allocation and
reimbursement of appraisal costs and other pre-acquisition due diligence expenses shall be
governed by the Memorandum of Agreement dated April 8, 2025, by and among Seller, Collier
County,the City of Bonita Springs,and the Village of Estero. In the event of any conflict between
this Agreement and the MOA with respect to cost allocation of such expenses, the MOA shall
control.
5
CA{
•
1684
is
6. Condition of Title.
a. Within sixty(60) 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 delivered to Seller within 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 shall 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 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,
6
CPO
16B4
(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 "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. 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.
(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 contained in this
Deed shall be covenants 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 whether or not Grantor retains title to property adjacent to the
Property."
f. The deed shall contain an acceptance of the Property substantially in the following form:
(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 an acre. 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
7
CIO
16B4
boundary survey by County's surveyor discloses any state of facts which materially or adversely
affect the insurability or 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 the cost of the survey upon
conveyance of title from Seller to County, or within 45 days following termination of this
Agreement. Notwithstanding the foregoing, Seller's obligation to provide County the survey is
contingent upon Seller entering into separate agreements for the conveyance of the Parent
Property.
8. Hazardous Materials and Audit Remediation. Seller shall procure and deliver to County
a Phase 1 and, if necessary, Phase 2 Environmental Site Assessment(s) ("ESA") of the Property,
including any environmental sampling performed by Seller or Seller's environmental consultants
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. County shall pay for the cost of the ESA upon conveyance of title from
Seller to County, or within 45 days following termination of this Agreement.
If there is found contamination present on the Property above state regulated contaminant
thresholds or other applicable regulatory 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 disclosed in the Environmental Site Assessments delivered pursuant to this
Section "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.
Seller's obligation to provide the ESA to the County is contingent upon Seller entering into
separate agreements with the Village of Estero and City of Bonita Springs for the conveyance
(whether by fee simple transfer, lease or other transfer of a real property interest) of the other
segments of the Parent Property.
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. Except as disclosed in Exhibit"C"no one other than Seller will
8
Cp,t`,
•
1664
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
is 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.
10. Trail Use Agreement. The Agreement between Seller, CSXT and SGLR contains
the teams and conditions of the trail use agreement(the"Trail Use Agreement"),which is attached
hereto as Exhibit "D" and incorporated herein by this reference. The Trail Use Agreement sets
forth the rights, responsibilities and obligations of CSXT and SGLR, identified as Seller in the
Trail Use Agreement and the Trail Sponsor, which upon Closing shall be the County. The Seller
hereby assigns, transfers, quitclaims, conveys and releases to County all of Seller's rights and
interests it may have in the Trail Use Agreement and upon the Closing of this transaction, County
agrees to be bound by and abide by the terms of the Trail Use Agreement as Trail Sponsor and
Interim Manager.
11. Signa;~e. The parties agree that temporary or permanent signage erected on the
Property shall provide for the recognition of the role of both County and The Trust for Public Land,
as Seller, in conserving the Property. If County provides the sign, such sign shall refer to the role
of County and Seller in conserving the Property on one sign and shall be located at a prominent
location on the Property,affording good public visibility.If County declines to install a sign,Seller
shall have the right to install the sign at Seller's expense; such sign shall refer to the role of Seller
and, if County so elects,to the role of County in conserving the Property,and shall be located at a
prominent location on the Property affording good public visibility. In all cases, the design and
location of signs shall be subject to the approval of both parties, which approval shall not be
unreasonably withheld. County shall be responsible for any maintenance or repair of the sign. This
section shall survive closing and delivery of the deed. The right to install the sign described above
shall not be deemed to be an interest in real property held by Seller, but rather a contractual
obligation between County and Seller which shall not run with the land.
12. 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."
13. 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.
9
C AO
16 B4
14. Remedies upon Default. In the event that Seller defaults in the performance of any of
Seller's obligations under this Agreement, County shall have the right to reimbursement of any
reasonable third-party expenses for professional services incurred by County pursuant to this
agreement not to exceed $50,000.In the event of a default by County, Seller shall have the right to
reimbursement for all reasonable third party expenses related to preparing the Property for sale to
County.
15. 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.
16. Counterparts.. The Agreement may be executed in counterparts, each of which
shall be deemed an original and which together shall he deemed an original and which, together,
shall constitute one and the same agreement.
17. 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 the dates set forth below.
SELLER: The Trust for Public Land, a
} nonprofit California corporation
By: Douglas Hattaway
Its: Southeast Director of Conservation
( bate: April 20, 2026
COUNTY:
ATTEST: . BOARD OF COUNTY COMMISSIONERS
CRYSTAL.K'KII`IZEL, CLERK OF TI-IE COLLIER COUNTY, FLORIDA
CIRCUIT COURT&"COMPTROLLER
By:
• Dan Kowal, Cha. man
'Deputy Clerk
N cirmaas L1 119 12o2 0
�tg�ia $,only`
Approved a o form and le 7•
ly A. sh
Assis ant County Attorney(
0,\\'3
0
iRi�
16 B4
EXHIBIT "A'
SUBJECT PROPERTY DESCRIPTION
The portion of the rail corridor extending from the Collier County northern jurisdictional
boundary at approximately milepost AX 989.3, south to approximately SGLR milepost AX
990.80. The northern boundary of the property is intended to be the shared jurisdictional
boundary between Lee County and Collier County, FL.
h. ,i l�tw ii jam .J. ,4 l'
F / 1
i
f 1 ,' rl
t l•. J
L4 . ' o
I •t,ist. .�
r
,�` N L 't
i if
t,k;=t. 't; • %1
•
�T
i • ,,,,,,,... . r ii sap
,- - . --....t. i aaiiiii.oir4; .
fs�.,•. ,.vt, Fr/ "Y
r.v r r. ti
I
, .1
Segment: Unincorporated Collier County
Segment length:1.5 mites Segment area:24.3 acres
Sc0untcllx,e WNa..1,n•:a•vnt
110NrfA ES-IFf20 PAIL 1D AII. plalmy,nl110e1) lvtcrmvp,...l
ra..w .id.L,;:4�P4.•/vt.'44.{U.a4,r,Inu t. I'.. ICac�lun.LO °n1 YRUET•�
I0'.4, 4.,1•.•M•14.y•..Iw•u41.1,,,l1.1.•SI•-- L.Citi17,9p crCvnz PUBLIC n
— al.I ..—.•.,—.....t,)„<r...,. , ,0..y.uAFls. LAND'
11
1 6B4
EXHIBIT "B"
Minimum Sampling, Soil Management, and Capping Requirements
For Rails-to-Trails Conversion of Rail Corridors
(Applicable to Environmental Investigations Performed by Seller)
County acknowledges and agrees that environmental sampling conducted as part of the
Environmental Site Assessments described in the Agreement shall be performed by Seller or
Seller's environmental consultants in accordance with the following protocol.
Sampling
Surface soils should be sampled by Seller or Seller's consultants 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.
12
16B4
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 to be collected from three(3)depth intervals: 0 to 0.5 feet below land
surface(ft bls), 0.5 to 2 ft bls, and 2 to 4 fi bls, or until groundwater is encountered,
whichever is sooner taking into consideration State standards concerning direct
exposure.
e. Samples should be analyzed for arsenic (SW 846 Method 6010B), lead (SW 846
Method 6010B), PAH (SW 846 Method 8270C SIM) and Total Petroleum
Hydrocarbons (TPH). 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.
f. In the event that soil sampling conducted pursuant to this Exhibit identifies
contaminants exceeding applicable federal or State of Florida regulatory thresholds or
otherwise indicates the potential presence of groundwater impacts,County may request
additional groundwater sampling or testing to further evaluate site conditions.Any such
groundwater sampling or testing shall be subject to the prior written approval of
Seminole Gulf Railway, L.P. ("SGLR"), which approval shall not be unreasonably
withheld, conditioned, or delayed. The scope, methodology, and locations of any
groundwater testing shall be mutually agreed upon by the parties prior to
implementation and shall comply with applicable federal, state, and local
environmental regulations.
II. Soil Management Plan
►
The purchase sale agreement shall require County,if necessary,based on environmental conditions
identified in the Environmental Site Assessments or required by applicable environmental
regulations, 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
13
1684
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.
14
CM)
16B4
j
v .,x s
/ ft 1 r
I
i
f- / 1
I.
E , J
I ) �i A
{
f g.,.,...
L
. .
. ..
./..,. I
i g
. 1 fs /, ..., i="; -r
/A - ;. P
freta.
I or
�' lill' - „F 14,
I ti "
L!
R
1
( I 7ifilititil 0 '
' '
s.. ' .e *li
we V
. ,
ri
i y
Nf* .- v
/ / • _.
15
CMU
16B4
EXHIBIT"C"
LEASES,LICENSES,CONTRACTS OR AGREEMENTS
AX 989.61_Collier County_land lease for Team Track SCL 32383
AX 989.61Immokalee Tomato Growers_Sidetrack_ACL 4328.pdf
AX 989.61_NT Gargiulo_Sidetrack_ACL 20907.pdf
AX 989.62Collier County public road xing SCL 34537 & SGLR 0077
( AX 989.62__Banner Supply_Temp Storage_Railhead Park.pdf
AX 989.62_Commercial Dev Co Land Lease Storage Pagles Rd.pdf
AX 989.62_Sprint_ug wireline_Pagels Rd_SGLR 0066.pdf
AX 989.69_Sprint GA ug wireline.pdf
AX 989.80_NT Gargiulo_ug sewer pipe_SGLR 0193.pdf
AX 989.93_RR Selvia_Private Xing_SCL 36479.pdf
AX 990.18 Collier County_ug water&sewer mains Livingston Rd CSX 569
AX 990.62_Krehling Ind_Sidetrack_SCL 16787.pdff
AX 990.69 Hahn Towers Inc_wireless communication tower SGLR 0754.pdf
AX 990.70 Krehling Ind Private Xing_SCL 17283.pdf
This list does not represent all agreements affecting the Property. Remaining agreements will be
provided by the Trust during the Inspection Period.
1
16
16B4
Exhibit"D"
Trail Use Agreement
If the STB issues a NITU in favor of a designated trail sponsor ("Trail Sponsor") on the
Property to be transferred by deed in favor of County(which upon Closing shall serve as the"Trail
Sponsor" and "Interim Trail Manager"), the following (which shall be completed by the parties
after the issuance of the NITU) shall constitute the Interim Trail Use Agreement:
a. By Decision and Notice of Interim Trail Use or Abandonment served
in STB Docket No. AB 55 (Sub No. ), the Surface Transportation Board ("STB")
imposed a one-year period for the Trail Sponsor to negotiate an interim trail use/rail banking
agreement with SGLR for the Property.
b. Trail Sponsor agrees that upon acceptance of a quitclaim deed conveying
the Property at Closing to Trail Sponsor, as Interim Trail Manager, or its designee pursuant to the
STB's aforementioned order, Interim Trail Manager, its authorized successors, designees or
assigns shall assume full responsibility for (1) management of the right-of-way; (2) all legal
liability arising from the Interim Trail Manager's ownership,management,or use after the Closing
unless the Interim Trail Manager is immune from liability in which case it shall only indemnify
SGLR against any potential liability to the extent permitted by law) and (3) the payment of any
and all taxes that may be levied or assessed against the right-of-way.
c. Interim Trail Manager acknowledges that the Property remains subject to
the jurisdiction of the STB for purposes of reactivating rail service. As an inducement to Interim
Trail Manager to enter into this Agreement,and in the event action is taken to reactivate rail service
[ on the Property, SGLR agrees to compensate Interim Trail Manager, or assist Interim Trail
° Manager as follows:
i. In the event the STB, or any other entity of the United States
Government compels SGLR, its successors or assigns, to reactivate rail service on the
Property, or in the event SGLR, its successors or assigns, voluntarily takes steps to
reactivate rail service on the applicable Property or portion thereof by seeking to vacate or
modify the Notice of Interim Trail Use, and if the STB approves the vacation or
modification of the NITU and reactivation of rail service requiring conveyance of the
Property or portion thereof by the Interim Trail Manager to SGLR its successors or assigns,
then,in such event, SGLR,its successors or assigns,shall pay to the Interim Trail Manager
at the time of reactivation the then depreciated value of all trail and related infrastructure
improvements made by County, its successors, assigns and Interim Trail Manager and a
sum equivalent to the Purchase Price as adjusted by the same percentage of change
• reflected in the "Consumer Price Index for Urban Wage Earners and Clerical Workers
(CPI-W)(1982-84=100)specified for All Items-United States compiled by the Bureau of
Labor Statistics of the United States Department of Labor" ("CPI"). The amount to be
paid by SGLR to the Interim Trail Manager shall be calculated in accordance with the
following:
17
0
C
16B4
(Current Price Index*/Base Price Index**) X Purchase Price = Amount paid to Interim
Trail Manager
* Effective annual CPI for the most recent year ending prior to reactivation.
Effective annual CPI for the year of Closing.
In the event the CPI is converted to a different standard reference base or otherwise revised
{ or changed,the calculation of the adjustment shall be made with the use of such conversion
factor,formula or table for converting the CPI as may be published by the Bureau of Labor
Statistics or, if said Bureau shall not publish the same, then as reasonably determined by
SGLR and the Interim Trail Manager.
In the event that rail service is reactivated and reimbursement is required by SGLR as set
out herein,Interim Trail Manager shall re-convey the applicable Property together with all
improvements located thereon to SGLR.
ii. SGLR for itself and its successors and assigns agrees that it will not
voluntarily transfer its reactivation rights to any third party or common carrier, or agree to
any third-party or common carrier request to reactivate, unless and until it has received a
letter from the Interim Trail Manager stating the Interim Trail Manager's support for
reactivation of rail service and vacation of the NITU, and that the Interim Trail Manager
has reached a satisfactory agreement with such third party petitioning for reactivation of
rail service for the depreciated value of all related improvements and compensation for
transfer and conveyance of the Property, provided that such compensation shall not be
greater than the fair market value of the Property at that time.
[SIGNATURE BLOCKS TO BE INSERTED AT CLOSING]
•
•
•
•
18
0