Loading...
Agenda 04/14/2026 Item #16B4 (Purchase ans Sale Agreement between Collier County and the Trust for Public Land)4/14/2026 Item # 16.B.4 ID# 2026-616 Executive Summary Recommendation to approve a 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 Bonita-Estero Rail Corridor located in Collier County at a purchase price of $11,642,069; authorize the Chair to execute the Agreement and any documents required for participation in the Surface Transportation Board process, including the Seminole Gulf Railway Indemnity Agreement; and authorize administrative amendments to the Purchase and Sale Agreement necessary to incorporate the final legal description into Exhibit “A,” provided such amendments do not materially alter the scope of the transaction. OBJECTIVE: To obtain Board approval of the Purchase and Sale Agreement and related documents necessary 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 management of the corridor for interim public trail use as part of a coordinated regional rail-to-trail initiative. CONSIDERATIONS: On March 10, 2026, the Board of County Commissioners (“Board”) approved Agenda Item 10.A authorizing the County Manager or designee to finalize a Purchase and Sale Agreement with The Trust for Public Land for acquisition of approximately 24.3 acres comprising approximately 1.5 miles of the Bonita-Estero Rail Corridor located within Collier County. The Board also increased pre-acquisition and due diligence funding by $50,000, resulting in total authorized funding of $150,000, and directed staff to return with a finalized Purchase and Sale Agreement for Board consideration. Since that time, staff has continued coordination with The Trust for Public Land and the County Attorney’s Office to finalize the transaction documents consistent with the Board’s prior direction. The finalized Purchase and Sale Agreement provides for acquisition of the Collier County segment at a purchase price of $11,642,069. The Agreement further provides that if the purchase price is not supported by appraisals in accordance with Collier County Ordinance No. 07-28, the Board of County Commissioners, the County may terminate the Agreement without penalty. A legal description and sketch will be prepared by The Trust for Public Land based on a boundary survey required to be completed prior to closing. Accordingly, this item, if approved, authorizes administrative amendments to the Purchase and Sale Agreement necessary to incorporate the final legal description into Exhibit “A,” provided such amendments do not materially alter the scope of the transaction. Seminole Gulf Railway will retain ownership of the rail materials within the corridor and has up to 730 days after conveyance to remove, after which any materials not removed will become the property of the County. The County may require earlier removal if needed for the construction of the Veterans Memorial Parkway extension upon 90 days' notice or remove such materials itself if SGLR does not comply. At closing, SGLR will execute an indemnity agreement, acceptable to the County, to defend, indemnify, and hold the County harmless from claims arising out of its removal activities, excluding incidental land disturbance. The Purchase and Sale Agreement includes, as Exhibit “D,” the Interim Trail Use Agreement that will govern use of the corridor following closing as part of the regional rail-to-trail initiative. Interim trail use may remain in place long term and continue indefinitely if rail service is not reactivated. The March 10 item also noted that the Memorandum of Agreement (“MOA”) between Collier County, the Trust for Public Land, and regional partners, which establishes the cost-sharing framework for pre-acquisition due diligence activities, expires on June 30, 2026, and that closing is expected after that date. As discussed at that time, an amendment will be needed to address timing and maintain consistency with the due diligence cost-sharing framework. That amendment is not being presented with this item. We will continue coordinating with the other governmental partners and will return with any proposed amendment as the transaction progresses. The corridor is expected to move through the Surface Transportation Board process associated with abandonment and interim trail use. The Trust for Public Land would acquire the corridor interests for the project and convey the applicable Page 780 of 3203 4/14/2026 Item # 16.B.4 ID# 2026-616 segment to each participating governmental partner, after which the partners would assume ownership and proceed with future management, planning, funding, design, and construction of trail improvements within their respective segments. Exhibit “C” to the Purchase and Sale Agreement identifies the leases, licenses, and other agreements affecting the Collier County segment. The agreements will be assigned and assumed by the County at closing. For ease of review, summary sheets are included as backup to this item, which describes the key terms of the Purchase and Sale Agreement and the Trail Use Agreement, attached as Exhibit “D.” 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 $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 $150,000 is available within Transportation Capital Fund (3081), Pathways Project 60118. Estimated closing costs, currently projected at approximately $35,000, will be funded from any remaining balance of the $150,000 previously authorized for pre-acquisition and due diligence activities. If no remaining balance is available, such closing costs will be funded from Transportation Capital Fund (3081). Revenue generated from the property, including any lease, license, or other use-related payments, will be deposited into the fund from which the acquisition of the property was funded. 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): That the Board of County Commissioners: 1. Approve the Purchase and Sale Agreement with The Trust for Public Land, and authorize the Chair to execute the Agreement, all assignments of leases, licenses and other interests along with and any associated closing documents, including administrative amendments necessary to incorporate the final legal description into Exhibit “A,” provided such amendments do not materially change the scope of the transaction or the purchase price. 2. Authorize the Chair to execute any documents necessary for the County to participate in the Surface Transportation Board process, including the Seminole Gulf Railway Indemnity Agreement. 3. Direct the County Manager or designee to complete all appropriate due diligence, closing, and recording activities. 4. Accept the conveyance of the Bonita-Estero Rail Corridor Segment for public trail, transportation, conservation, and related public purposes. PREPARED BY: Trinity Scott, Department Head, Transportation Management Services Department ATTACHMENTS: 1. PSA_Collier 4.8.26 2. SGLR-Letter to Collier 03.09.2026 Indemnity for Railway Removal 3. SUMMARY OF KEY TERMS FOR AGREEMENTS 3.26.26 JAB (1) 4. MOU Seminole Railway 4.8.25 16B12 (For Reference) Page 781 of 3203 4/14/2026 Item # 16.B.4 ID# 2026-616 Page 782 of 3203 Page 783 of 3203 Page 784 of 3203 Page 785 of 3203 Page 786 of 3203 Page 787 of 3203 Page 788 of 3203 Page 789 of 3203 Page 790 of 3203 Page 791 of 3203 Page 792 of 3203 Page 793 of 3203 Page 794 of 3203 Page 795 of 3203 Page 796 of 3203 Page 797 of 3203 Page 798 of 3203 Page 799 of 3203 Page 800 of 3203 Seminole Gulf Railway A LIMITED PARTNERSHIP 4110 Centerpointe Drive, Suite 207, Fort Myers, FL 33916 Telephone: (239) 275-6060 Facsimile: (239) 275-0581 Online: www.floridarail.com and www.semgulf.com March 9, 2026 Collier County Commissioners c/o: Jennifer Belpedio, Mgr. Prop Acquisition Atten: Chairman Burt Saunders Jennifer.Belpedio@collier.gov 3299 Tamiami Trail East Naples, FL 34112 RE: Removal of Railroad Property in Collier County for Trail Dear Collier County Commissioners, As we understand was requested by the County, Seminole Gulf Railway, LP (“SGLR”) by this letter confirms that pursuant to the AGREEMENT FOR PURCHASE OF RAILROAD REAL PROPERTY FOR INTERIM TRAIL USE AND RAILBANKING between SGLR and the Trust for Public Land (“TPL” or “Buyer”) along with CSX Transportation (“CSXT”) executed on February 18, 2026, SGLR has agreed to the following regarding the removal of “Railroad Property” in section 3 of the Agreement: Notwithstanding the conveyance of the Property, SGLR explicitly retains ownership of all rail, and rail fastenings and grade crossing signal equipment (the “Railroad Property”) and SGLR must remove such property within Seven Hundred Thirty (730) days after closing (the “Removal Period”). Any Railroad Property not removed within the Removal Period shall become the property of the Buyer or its successors in interest. Except as to land disturbance, SGLR agrees to indemnify, defend and hold harmless Buyer, CSXT and their successors and assigns from any against any claims, damage or loss resulting from such removal activity. Notwithstanding the foregoing, Buyer shall have the option to purchase the Railroad Property at Closing for the sum of $1,000,000 (One Million Dollars). Furthermore, if Buyer does not purchase the Railroad Property at Closing, Collier County may at any time after Closing, and upon ninety (90) days advanced written notice to SGLR, require SGLR to remove its Railroad Property from the proposed right-of-way of its proposed Veterans Memorial Parkway project if needed, in Collier County’s sole discretion, for road construction purposes in order to extend Veteran’s Memorial Parkway across the Property. If Collier County provides the advance notice to SGLR and SGLR does not remove Railroad Property from the proposed right-of-way of its proposed Veterans Memorial Parkway within ninety (90) days from said notice, Collier County shall have the right to remove the Railroad Property from the proposed right-of-way of its proposed Veterans Memorial Parkway, and shall be entitled to retain ownership of such Railroad Property. Please let me know if any further clarification is needed by Collier County. You may reach me directly via email or by phone rfay@floridarail.com or 239-989-3516. Respectfully, Robert H. Fay Executive Vice President Cc: Doug Hattaway - TPL Page 801 of 3203 1 SUMMARY OF KEY TERMS Bonita–Estero Rail Trail Acquisition Collier County Segment Purchase and Sale Agreement - Summary of Key Terms Purchase Price and Costs The purchase price of the Collier County segment is $11,642,069. If the purchase price is not supported by appraisals in accordance with Collier County Ordinance No. 07-28, the County may terminate the Agreement without penalty. In addition to the purchase price, the County will be responsible for its share of due diligence and pre- closing costs consistent with the Memorandum of Agreement dated April 8, 2025 (“MOA”), which provides for equal sharing among the participating jurisdictions. These costs may include appraisal services, environmental review, survey coordination, and other customary due diligence activities ordered through The Trust for Public Land pursuant to the approved Memorandum of Agreement. On March 10, 2026, the Board authorized up to $150,000 for the County’s share. At closing, the County will also be responsible for customary purchaser closing costs, including title insurance, recording fees, and related transaction expenses. Due Diligence and Termination Rights The Purchase and Sale Agreement provides a due diligence period (“Inspection 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, among other items, a title commitment within 60 days, Phase I and, if necessary, Phase II environmental site assessment reports within 120 days, and a boundary survey within 150 days. If the County determines that title conditions, environmental conditions, survey results, or other due diligence findings are unacceptable, the County may terminate the Agreement prior to the expiration of the Inspection Period. 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 certain 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. These agreements include, but are not limited to, the leases, licenses, and related agreements affecting the Bonita Estero Rail Trail, including agreements with adjacent land users, public and private roadway crossings, underground utility and water and sewer mains, temporary Page 802 of 3203 2 storage/railhead use arrangements, and a wireless communications tower agreement reflecting third-party rights within the corridor. The Trust for Public Land is in the process of obtaining a complete package of all of licenses and related agreements and will provide them to the County upon receipt; the items listed in Exhibit C reflect those presently known, and the County will review such documents during its due diligence period. Rail Retention and Removal SGLR will retain ownership of the existing rail materials and signal equipment and will have 730 days after Seller’s acquisition to remove them at its sole cost, after which any unremoved items will belong to the County. At closing, the County must receive an acceptable indemnity agreement from SGLR covering claims arising from SGLR’s removal activities, excluding incidental land disturbance, and during the removal period the County may require removal within the proposed Veterans Memorial Parkway right-of-way upon 90 days’ notice or remove the materials itself if SGLR does not do so. Post Closing Deed Restrictions: Following closing, the deed conveying the property will include recorded use restrictions limiting the corridor to recreational trail use and related public infrastructure purposes while preserving the potential for future rail reactivation under the federal railbanking program. Legal Description: The final legal description will be prepared based on the boundary survey required under the Purchase and Sale Agreement and incorporated into Exhibit “A” prior to closing. The survey will confirm the final corridor boundaries and acreage, and the legal description may be updated as necessary to conform to the survey and title requirements. IMPORTANT: This item, if approved, authorizes administrative amendments to the Purchase and Sale Agreement necessary to incorporate the final legal description into Exhibit “A,” provided such amendments do not materially alter the corridor limits, acreage, or Purchase Price approved by the Board. Page 803 of 3203 3 Interim Trail Use Agreement (Exhibit “D” to the Purchase and Sale Agreement) Summary of Key Terms At closing, the parties will execute an Interim Trail Use Agreement under which Collier County will become the designated Trail Sponsor and Interim Trail Manager for the Collier County segment of the corridor. Under this agreement, the County will assume responsibility for management of the right-of-way, applicable legal liability associated with trail use to the extent permitted by Florida law, and payment of any taxes assessed against the corridor. The agreement establishes the framework governing interim trail use while preserving the corridor for potential future rail service under the federal railbanking program. Federal Railbanking Framework The corridor will remain subject to the Surface Transportation Board’s Notice of Interim Trail Use (NITU), which allows the corridor to be used as a recreational trail while preserving it for potential future reactivation of rail service under federal law. County Responsibilities As Interim Trail Manager, the County will assume responsibility for management of the corridor and legal liability associated with trail use to the extent permitted by Florida law. In connection with conversion of the corridor to trail use, the County may also be required to implement a soil management plan if environmental conditions warrant, including measures such as capping portions of the former rail bed, managing excavated soils during construction, and conducting periodic inspections to ensure protection of the public from potential exposure to historic rail corridor soils. Future Rail Reactivation Protections If rail service is reactivated in the future and the corridor must be reconveyed for rail use, the agreement requires compensation to the County for the depreciated value of trail improvements constructed on the corridor and an additional payment based on the County’s purchase price adjusted by the Consumer Price Index (CPI). The agreement also limits transfer of rail reactivation rights to a third party unless the County supports the reactivation and reaches a satisfactory compensation arrangement. Recognition Signage The agreement allows recognition signage acknowledging the role of Collier County and The Trust for Public Land in conserving the corridor, with the design and location of signage subject to mutual approval. Page 804 of 3203 MEMORANDUM OF AGREEMENT BO NIT A ES TERO RAIL TRAIL Located within Lee and Collier Counties, Florida t 6 B 1 2 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: 1.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, Page 805 of 3203 1 6 B 1 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 TPL 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 pa11ies 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 AL TA 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. Page 806 of 3203 1 6 B 1 2 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 TPL 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: info@estero-fl.gov* d.TPL -Southeast Region Conservation Director. 1834 Hermitage Blvd, St. 100, Tallahassee, FL 32308. Telephone: (850) 212-6859. Email: doug.hattaway@tpl.org and legal-notices@tpl.org 8.Termination: Notwithstanding any provision to the contrary, this Agreement shall terminate no later than June 30, 2026. Any approved Pre-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. Page 807 of 3203 1 6 B 1 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: ----------------- Page 808 of 3203 COLLIER COUNTY, FLORIDA By &# ft'-,& Burt L. Saunders, Chair Board of County Commissioners ATTEST: ,, CRYSTAJ,, K. Kll\ZEL.'cltRK OF THE CIRCUIT COURT .\.�D COMP R() 1-,ER . -. . . .... .-, : -< -. (SEAL) 1 6 B 1 2 APPROVED AS TO FORM Page 809 of 3203 Page 810 of 3203 Page 811 of 3203 'P1"'-0fo\rotr�rot.ctedlolnd Crt,. '"'e..lit, o•Ctr.c� Pfl1•Qllft,tJd �(t UretoatlUcfl P.-..1rv, co�'lty Pin r ·--•.• -· .-••--••-··-··-··-··-..• -.• -·. -·•- OUCrHII Pruer,e H•dda" \ C.ypru, : P11:s.e!'Vt •l��fft�•::���ld hn�ri,1 U&-•) I .•. COLLIEA AND LEE COUNTIES O(!l'�,.-4 lt:1◄, ct••;"'1• �•J , '" 1,,, , ,,1,1 r ., .. r,-1, '"' 1 ,, '"·,l••'•,ir• \-"' --� � ,,,. ' ,¥ -�., ., .... TRUST•o• i=>UBLIC LANO• Page 812 of 3203