Free Cross Motion [Dispositive] - District Court of Federal Claims - federal

Case 1:07-cv-00273-MCW

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Exhibit 6

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·

PURCHASE AND SALE AGREEMENT

THIS AGREEMENT ~ntered into this ~y of ~2004.betweenTheTtust
for Public. Land, a nonprofit

California corporation ("Sellet'). hal/ing an address of 306 N.. Monroe St., Tallahassee, Florida, 32301-7266 and Sarasota County, a political subdivision
of the state of Florida ("Purchaset'), hàvirigan address of 1660 Ringling Boulevard, Sarasota,

Florida 34236.
.

RECITALS

A. The addresses and telephone numbers of the parties to this Agreement are as
y-

follows. Telephone numbers are included fór information only.

SELLER:

THE TRUST

FOR PUBLIC LAND 1595 Bay Street SE Suite #3 St. Petersburg, Florida.33701

Attention: John Garrison, Project Manager
Telephone: 727-895~509Ö

Facsimile: 727-895-5190
E-mail: john.garrison(gtpLorg

With a copy to:

Peter Fodor, Florida Counsel THE TRUST FOR PUBLIC LAND 306 North Monroe Street.

T allahasseè, Florida 32301 .. Telephone: (850) 222-7911, ext. 29
Facsimile: (850)222-8909

E~mail: . peterJodorßìtpl.org

PURCHASER:

SARASOTA COUNT
1660 Ringling Blvd. Sarasota, Florida 34236 Attention: John S. Herrli Telephone: 941-861-0755
Facsimile: 941.-861-0881

Email:jherrli(iscgov.net
With a copy to:

Stephen E. DeMarsh, Deputy County Attorney SARASOTA COUNTY 1660 Ringling Sivd. Sarasota,.. r:lo.fida:34.236 .
Telephone:

941-861-7272 Facsimile: 941-861-7267

Email: sdemarsh(Iscgov.net

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. B. Seller represents and Purchaser acknowledges that the Propert is currently
owned and operated .as a rail corridor by CSX Transportation, Inc. ("CSX") and Seminole

Gulf

Railway LP. ("SGR") operating oiithe Property as a common carrier. The parties acknOWledge

and agree that this Purchase and Sale Agreement (the "Agreement") is contingent upon SGR obtaining abandonment authority from the United States Surface Transportation Board ("STB") and a Notice of Interim Trial Use ("NITU") being issued by the STB in favor of Purchaser or its

quaimed designee;.
Seller represents purchase and Purchaser acknowledges that Seller

has a binding Option to

(the "Option") certain.real property in Sarasota County, Florida, which property is more particularly described if, Exhibit "A" attached hereto and incorporated herein by this reference
presently the OWner of the Property. Seller's obligations under this Agreement are

mOre fully described. above. The Property includes any and all including without limitation the tracks, fixtures, tressels, crossing signa/sand equipment, and

upon .Seller exercising the Option and acquiring title from the current owners, CSX and SGR as improvements located thereon .

(hereinafter referred to. as the "Property") compdsing 153 ¡;cres; more or less, and is not contingent

ties, corrdor bed material and other track material,

culverts and bridges and all easements and all rights, tenements, hereditaments, members, privileges; ficenses and appurtenances
thereon, and all of SeUer'sright, title and interest in .and to all public and private ways adjoining

or serving the same, and all riparian. rights and interests. in waterbodies, and the beds of
waterbodies on or adjacent to the Property, and any and all appurtenant rights, including but not
limited to timber rights, access rights

and mineral rights. .

C: Seller wishes to sell the Property to Purchaser and Purchaser wishes to
purchase the Property from Seller on the terms and. conditons set forth in this Agreement.
THE PARTIES AGREE AS FOLLOWS:

1. Purchase and Sale. In consideration of an earriestmoney deposit by Purchaser ($10,000.00) and other good and valuable consideration, paid by Purchaser within 15 days of the effective. date of this Agreement, the
to Seller in theamouht of Ten Thousand Dollars receipt and suffcien.cy of which are hereby ácknowledged, Seller agrees agrees. to buy the to

sell and Purchaser

Property on the terms andconditiOris set forth in this Agreement. The earnest money' deposit paid, above. (the "Deposit") shall be crernted toward the Purèhase Price (as

Seller shall return the Deposit to Purchaser if the sale of the Propert is not Agreement because of Seller's failure, refusal or inabilty to perform any of Seller's obligations under this Agreement. The Deposit shalt be paid by County check. or wire
defined below). completed under this . transfer within seven (7) days from the èffective date of this Agreement to be held

~e . .ringaccount held by Timothy A. Burleigh, P. A.
. .... . 2 Inspection Périod. That period of time from the

in an interest .
effective date of this Agreement

. .. . . A'ei'. - I . ..~ . --.. - . ZeLI . . . '. .. ..
. . . ~h 1 Qetber 30. 2894 shall tontue Purehasets. inspecon peritl (the 'Inspeclon
Period"). Dunng the Inspection Period, Purchaser, through .

IVl~~t _ 1 .. . .

its employees, agents and
çonditipn

contractors may enter upon the Propert for the purpose of making any inspections and
investigations, as Purchaser deems appropriate in order to assess the

of the Propert

and t.ne improvements. and. personal propert loCated thereon. During the Inspe.ction Period, . Purchaser, may in its sole. discretion terminate this Agreement by delivering written optice to _ Seller prior to the end of the Inspection Period if Purchaser deems the survey, status .of title,

physical or environmental conditon (including. subsurface conditions), the agreements and
obligations with respect to parties in possession, satisfaction of permit or grant conditions, or the

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obligations to be assumed as Interim Trail Manager to be unacceptable to Purchaser for its

intended purposes.
3. Purchase Terms.
a) Price. The purchase price for the Propert shall be ELEVEN 0 MILLION

SEVEN HUNDRED FIFTY THOUSAND DOLLARS AND NO CENTS ($11,750,000.00) (the

"Purchase Price\ which after reduction by the amount of the Deposit and acCrued interest
thereon, shall be pàid by the Purchaser at closing.

b) Method of Payment. The Purchase Price shall be payable by crediting
the Deposit paid against the PurChase Price and the payment of $11,740,000.00 Oat closing by

County check or by wire transfer ofimmediately available funds, subject to credits, prorations
and adjustments as provided in this Agreemen°t. 0
4. 0 Closing. In the event Purchaser does not terminate this Agreement as permitted
herein, the partieso. Closing Closing shall take place on December 1,2004, at a

time mutually agreeable.to the

shall take place in the Offce of the Counly Attorney, 1660 Ringling Boulevard,

Sarasota FL 34236.

Seller shall deliver to Purchaser at closing the following documents prepared by Seller's

counsel: 0

interest in and to the Propert to Purchaser; 0 0

a) i a Quit Claim deed to the Propert conveying all of Seller's right, title and

b) an owner's affdavit attesting to the absence of mechanic's or

pursuant to Leases, Licenses and Agreements listed in Exhibit "S"attached hereto and reference, provided that Purchaser agrees to assume such Leases, Licenses and Agreements (hereinafter and referred to as the "Leases, Licenses and
incorporated 0 herein by

materialmen's Hens, proCeedings involving Seller Which might affect titleo to the Property, or parties in possession other than Seller and such 00 lessees or licensees as may be in possession

Agreements"); 0

c)a Foreign Investment and Real Property Tax Âct (FIRPTA) affdavit and

o 0 0
'.

such-other instruments and docuinentsas Purchasets counsel may reasonàbly request for the

purpose of confirming proper and lawful execution and delivery of closing documents and
conveyance of thePro¡jertyto Purchaser in accrdance with this Agreement,ando any

requirements of any tWe insurer; . 0

of the

d) an °Assignment and Assumption Agreement with respect to the Leases,

Licenses and Agreements åffecting the Propert :as described in Exhibit "S/I, provided that
Purchaser agrees to assume such Le¡:ses, Licenses and Agreements,
e) an Assignment and Assumption Agreement with respect to certain

contract rights benefiting Seller or its Assignee; and

0_ _
f)a Bil of Sale for personal

property, if any.

o interest in the P'ropert. 0 0

.i~:~' a

Terminationbf LeasefromCSX and SGR terminating SGR's leasehold

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Possessio1n of the Property shall also pass to

Purchaser at the time of closing.

S. Closing Expenses and Prorations.

o . . a) o. The expense of thelJte, insurancecommitrtit\trt ,the5,Jlt!!,;,ri 0
(!i:e.mlu¡n, doeUmetltary stamps öi the deëti, if any, and the cost of'tëe-ô-tjn~rtrê:
cOnvey~mce shall be

paid byPwchaseç: 0

b) The parties acknowledge that SGH pays a unitary

tax: onall of its

properties, including the Propert. For the purposes of this Agreement, the Unitary Tax or 0

Unitary Taxes shall mean a share of the taxes paid by SGR to Sarasota County determined by dividing the total number of "road miles" in Sarasota County leased by SGR by the total number
of "road miles"jncluded in the Property. At

the time of abandonment, CSX 0 and SGR. are 0

Purchaser acquires the 0 Prop'erty between January 1 and November 1, Seller shalJpfacein
escrow with the county tax collector- an amount equal to the cUrrent ad valórém propert prorated to the date of transfer, based upon thé current assessment and milage rates

obligated to notify the Florida Department of Revenue ("DOW) of such abanQQnment 0 and obtain a release from DOR for further liabilty for Unitary Tax on the Propert. SGi'g:"tlbfilãlë'dt'Ö"lYY:' ~ii UnItáfy Taxes due on the Pröpeitatthe tîmèo"clösfng~ Ad Valorem Taxes, if any, for the current year oshall be paid in accordance with Section 196.295; Florida Statùtes" and if
taxes 0

on the

Propert. In the event the Purchaser acquires fee title to the Propert on or after November 1,

Seller 0 shaU pay to the county tax collector an amount equal to the taxes that are determined to 0
be lega.llydue and payable by the county tax collector. Other fees, rents and charges shall be

allocated in accordanæ 0 with the laws of the Stat~ of Florida and the customary practice of
Sarasota County, Florida. All

other expenses, including, without limitation, attorneys' fees, shall

be paidby the part incuri:ng the same.

c) The Purchase Priæ and consideration being given 0 by the Purchaser
hereundero constitute the totäl consideration to be

paid Seller in connection with the aOcquisition
Seller

of the Prop~rt ,and any consequences or impacts incurred by Purchaser and Seller warrant that they have not dealt with any oreal

in connection therewith.
estate broker,agent;

salesperson or finder in connection with the purchßse andsa.le :of the Propert, and each àgrèes to indemnify, defend and hold theoother harmless from any claims and demandsof any real estate broker, agent, salesperson or finder c1aimirig to have dealt with either Purchaser or Seirer in connection with this purchase and sale. Purchaserois not responsible for any of the Sellets
:undertaking pursuant tò this paragraph 0 is subject to the

immunity. 0 0
06. Condition of

Florida Statutes and shall not be deemed to constitute a waiver of Purchasets sovereign
Title.

attorney fees for settlement/contract negotiations and transfer of the Property. Purchasets limitations set forth in Section 768.28,

a) Within thirt (30) days of the effective date of this Agreèment, Sellèr wil

provide, a commitment for a title insurarice policy on the Propert in the amount of the Purchase Price insuring' Purchaser's Title to thëProperty, subjectonly to liens, encumbrances, exceptions_ set forth in this Agreement and those which shall be discharged by Seller at or before closing.
b) Any defects in title (including, without

revealed by an appropriate survey meeting applicable State minimum technical standards and

limitation, those thàt niightbe

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an inspection of the Property, but excluding the items or matters identified in Exhibit "C"
attached hereto and incorporated herein by reference (hereinafter referred to as the "Permitted
Excaptions"), which PUrchaser agrees do not constiute defects

in tite to ttie Property) which

render title unmarketable and which Purchas"er is unwillng to accept, must be reported to Seller

in writing within fort five (45) days following receipt of the commitment for a tite insuranæ policy and the survey. Within ten (10) days of receipt of Purchasetswritten objections, Seller shall advise Purchaser in wrting whether Seller is willing or able to remove or cure Purchaser's objections, in which event the Closing may be postponed for a period not to exceed 30 days to accomplish removal of cure of Purchaser's objections. If Seller advises Purchaser that Seller is
" unwillng or ultimately unable

'. . -. .

to remedy Purchaser's reported objections, Purchaser may elect.
in

to (a) accept such title as Seller is wiUing to give, with such defects, without reduction

Purchase Price, or (b) terminate this Agreement by giving writteri notice to Seller within 'fifteen days after receipt of Seller's response. Updn such termination, the parties hereto shall be (15) released from any and all further duties and obligations hereunder, inclUding the duty to close

and any "liabilty' for breach of any of the provisions hereunder and Seller" shali immediately return the Deposit including accrued interest thereon. """ "
c) Purchaser

acknowledges "that the Propert remains subject to the

jurisdictlon of the (~Jnitêd~States,f)epartment of TransportatJonSurt:ace Transpbrtatf'on ß'óarcl::ãñ(F~

may not treat this as a, tite objection. _ "

d) " P.urchaser" acknowledges that certain" portions of the Propert" may be

subject to reversionary interests of adjacent propert owners and that such interests shall not be "
treated as title objections under this Agreement. Purchaser agrees

objection any matter shown on the commitment resulting" from any act or failure" to act by

Purchaser, including but not limited to claims of lien resulting from work performed .on the
Propert by Purchaser during the Inspection"

Period. "

that it may not treat as an

7. Purchaser's .Right of Entry and Survey. Seller shall obtain, at Purchaser's

expense, a current certifed boundary survey performed by a registered Florida land" surveyor in

fonn acceptabie to Purchaser. The plat ofthe survey shall show the boundaries of, and state the
acreage of the Propert, rounded to the nearest one-hundredth (11100) of an açre. The legal

description in Exhibit "A" shallbe changed, if necessary. to conform to'the survey aiidto the requirements of the title commitmEmt, if any. If the sùrvey shows encroachments onto the

Propert or that improvemèntslocated on the Propert encroach on setback lines, easements,
lands constitute

of others or violate any restrictions or regulationsaffectin9 the Propert, the same shall

a title defect. .
procedures that a "event

8. "Hazardous Materials"Audit and Remediation.
a; Not later than 30 days before the scheduled Closing õf the purchase and

sale of the Propert pursuant to this Agreement, Purchaser may obtain a report of an
inve~tigation of the Propert carried out and selecte9" by Purchaser employing

prepared by a licensed engineer or geologist
prudent purchaser would employ under the
"that the

circumstances ("Phase "Audit"). A copy of the final report for the Phase II Audit wil be
delivered by Purchaser to Seller not later than 30 days prior to Closing. In the Phase II Audit final report states" that

it "is likely that there are Recognized EnvironmentaL

Conditions, which would include tlazardous MaterialS, present on the Propert, or thaUurther

investigations are" necessary to determine whether Recognized Ënvironmental Conditions are present ("Unsatisfactory Report"), Purchaser may eleçt to either terminate this Agreement by giving notice as required" herein and thereafter the parties shaU have no further obligations

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under this Agreement or accept the condition

of the Prpperty "as is". Seller

expressly disclaims

any.and àri obligation and liabilty to Purchaser regàrding any defects which may exist with
respect to the condition of the. Propert
b. After execution of this Agreement prior to Closing; Purchaser and/or its agents shall be permitted to

by all parties, and no later than 3D days

subject to the rights of any tenant, licensee, utilty or other third part occupying any portion of tJie Property, in order to make surveys, make measLlrements, còndùct the Phase II Audit .or

have .access to the Propert,

additional engineering tests (including drillngand.coring for pre-construction soil an?"lysis), and

to make such physical inspections and analyses thereof as Purchaser shall deem necessary;
PROVIDED; however, that Purchaser hereby assumes all risks of such entry and agrees,
subject to the limitations of Section 728.68, Florida Statutes and without waiving. . sovereign immunity, .to defend, indemnify and save Seller arid CSX harmless

its right of

from and against. any claim, cost or expense resulting. from any damage to or destruction of any property
(including .the Propert or any improvements thereon) and

any injury to or death of alW

person(s), arising from the acts or omissions of Purchaser or its

agents in the exercise of this

right-of-entiy, Prior to entering onto the Property, Purchaser's environmental contractor shall sign CSX'sstandard right of entry form and shaii satisfy GSX's insurance requirements for entry onto the Propert. Purchaser agrees to do no act which would encumber title to the Propert iii
exercising this right-of-entry. Any driliing and coring holes shall be filled upon completion of testing. AII.investigation-derived waste, including without limitation drillng waste, ground water and cuttings, shall. be promptly handled, characterized and disposed of _ properly and. in accordance with all local, State and Fe.deral requirements, all at Purchasets sole cost.

c. Purchaser acknowledges that Seller makes no güarantee, representation
or warranty regarding the physical or environment~1 condition. of the Propert,

.eXpressly disclaims any and all obligation arid liability to Purchaser regarding any defects which may exist with respect to thè conditionöf the Propert.

and Seller

d. Purchaser ~cknowledges that CSX has reserved the. right to. monitor and.
approve . all procedures measurements or analyses performed by or

in the conduct. of any environmental assessments, tests, studies,. for Purchaser in, on, to or with respect to the

Propert. Purchaser shall also notify Seller and CSX in writing no less than five (5) days prior to inltiatin~r any such envirornnental work; keep Seller and èsx fully apprised of the progress of, and proteduresfollowed. with respect to, all such environmental work; and fully cooperate with aU reasonable requests of Seller in undertaking and carrYing out such work. Purchaser shall
deliver

to Seller, at no èost to Seller~ within five (5). days after receipt, Copies of all results,

assessments, reports .and studies, whether of àn environmental nature or otherwise, resulting

from any tests or inspections conducted. by Purchasér pursuant to this section or otherwise in

accordance with this Agreemént .
e. If Purchaser elects not to secure environmental tests or inspeçtions, or if

Purchaser does not elect to tenninate after receipt of test results,. Purchaser shail take the
Propert "as is" at Closing, ánd héreby assuniesall risks associated. with ttie environmental conditon of the Propert, regardless of the cause or date of origin of stich condition,. and also hereby releases all rights or claims against Seller relating to such condition or for any costs of . of any. envifonmental condition. Purchaser does not release any rights OC . remediation.~or cure

claims' against CSX, SGRor any third part relating. to such condition or for. any costs of

Purchaser and GSX or SGR. ..
6

remediation or CUre of any environmental condition, except as expressly agreed to in writing by

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f. The provisions of this Section 8 shall survive Closing.

presence of which requires

Hazardous Materials Defined: . Hazardous Materials means any substance: 1) the investigation, remediation, or is, or becomes regulated under any

federal, state, or local statute, regulation, ordinance, order, action, policy, or common law; or 2)

whidlis or becomesclefined as a "hazardous substance," pollutant, or contaminant under any
federal, . state or local statute, regulation, rule, or ordinance or amendments thereto. including without limitation, the Comprehensive Environmental Response, Compensation and Liabilty AC,t

.(42 U.S.G.. Section 9601 .et seq..) and/or. the Resource Conservation and Recovery Act (42 or 3) which is toxic, explosive, corrosive, flammable, infectious, threatens to. pose a
U.S.C. Section 6901 et seq.); radioactive, carcinogenic, mutagenic or otherwise hazardous, or poses,. or

health or safety of persons On or about the Propert, and is or becomes regulated by any governmental authority, agency, department, commission, board, or instrumeritaliy of the United States, the state in which the Propert is.located oranypolitcal subdivision thereof.
hazard to the

9.. Representations. and Warranties of Seller. Seller represents and warrants to

the Property by virtue of a . Quit Claim deed. by the time of closing. Seller has full power and authority to enter into this Agreement and
Purchaser that Seller wil have acquired CSX's interest in toconveytiUe to the Propert in Leases, Licenses and Agreements listed possession of, nor haveany right of possession of,

accordance With this Agreement. With the exceptiön of those in Exhibit "C", no one other than Seller wil be in
any portion of the Propert

conveyance to Purchaser. If, before the conveyance to Purchaser, Seller discovers any
:information or facts that would materially change the foregoing warranties. Seller shall immediately give notice to Purchaser of those fads and information, If the

at the time of

and representations,

which Càuse any warranty or representation to be inaccurate are not remedied òfconveyance to Purchaser, Purchasér may elect.. to the end of tne Inspection Period, in Which c?se Purchaser shall title to either

facts before the date
have no obligation

(a) tEmninate this Agreement, prior

to accept

to the Propert, or (b). defer the closing date for a period of up to 30 days to permit Seller to

remedy the problem.
10. Remedies Upon Default.
a. In the event of a default by Purchaser under this Agreement (including,

against Purchaser. .
other money paid by Purchaser to or for the accunt of Seller, or seek specific

but not limited to payment òf .the Deposit within. the 'time specified), Seller may elect to

terminate this Agreement by delivery of notice to Purchaser and to retain the Deposit and any performance
b. In the event of a default by Seller under this Agreement, Purchaser may

~~~~ .. ..
. c. Upon the termination of close, other "than any.liabilty for breach of any of the provisions

seek specific performance, or terminate this Agreement. by delivery .of notice to Seller ånd to receive an immediate return of the Deposit. together with accrued interest thereon and . reimbursement for any reasonable thinf.part expenses incurrèd by Purchaser pursuant to this Agreement, not to exceed $50,000, as agreed-upon liquidated d~hiages in full settlement of any . and. aii claims arÎsing under or in any way related to. this Agreement. Purdlaser irrevocably

waives any and all right to pursue any other legal or equitable remedy otherwse available to

this Agreement pursuant to this Section,
of this Section shall remain as

Purchaser and Seller shall be relieved of all obligations. under Agreement, incliiding thè. duty to

abJigations of Purchaser. .
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d. "Default" shall. include not only the failure to make prompt payment of any

sums when due under this Agreement, but also the failure to fully and timely perform any other

acts required of Purchaser under this Agreement. . .
11. Notices. All notices, demands, requests or other communications permitted or

. required by this Agréement shall be in writing and shall be deemed to have been duly given if by the date called for under this Agreement: (i) delivered by hand, or (ìi) by nationally-recognized,

overnight express delivery service, .or (ii) by U.S. registered or certified mail, postage prepaid,
retum receipt requested, or (iv) by electronic transfer ("telefacsimile/fax") with prompt telephone confirmation, to the parties as set forth on.Page1.

Any notice or other communicàtion mailed as hereinabove provided shall be deemed .. effectively given or received on the date of delivery, except fax notices shall be deemed
effectively received when sent or, if sent after 5:00 p.m. eastern time, shall be deemed received following actual receipt by the addressèe. If any notice properly addressed or transmitted, but returned for any reason, such notice shall be
at 9:00 a.m. eastern time on the firstbusiness day

deemed to be effeCtive notice and to be given on the dàte òf sending. .
. .12. Entire . Agreement. This Agreement supersedes all prior diSCUSsions and
agreements between the parties with respect to the Propêrt and

and constitutes the sole and entire agreement and understanding between Seller and Purchaser
with respect to the amended transaction contemplated hereby. This Agreement shall not be modified-or except by an instrument in writing signed. by or on behalf of both parties.

other matters contained.herein

13. Applicable Law. This Agreement shall be governed by and construed and

enforced in accrdance with the laws of the State of Florida.

14. 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

parties executes this Agreement.

last of the

15.. Counterparts. This Agreement may be.executed in two or more counterparts,

each of whichshaU be deemed to be an original, and all of which counterparts together shall
constitute the same instrment. Legible-faxcofJies and photocopies ofdoc.umet1ts signed

.either party are deemed to be equivfilent to originals. .

by

. .16. Parties Bound. All of the terms, covenants and conditions of this Agreement
shall be binding. upon .and inure to the benefi of the parties hereto and theirrespective heirs,

legal representatives, successors and assigns.. .
17. Headings; Rules of Construction. The headings used in this Agreement are for corivenierice of reference only and shall not pe construed. to alter or affect the meaning of

any of the. provisions. All references to the singular shall include the plural, and vioo versa. The parties ágree that this Agreement is the result of negotiation. by the parties; éach of whom was represented by counsel, and thus, this Agreement shall. not be construed against either party because of authorship.
. 18. Assignabilty. Purchaser may freely assign. this Option but only tó an

organization recognized under Section 501(c)(3) of the Internal Revenue Code of 1986 as a chadtable organIzàtion, or toa public agency.

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19. Time of Essence. Time is of the essence of this Agreement.
20. Severabilty. Each provision of this Agreement is severable from any and all

other provisions of this Agreement. Should any provision of this Agreement be for any reason
unenforceable, the balance shall nonetheless remain in full force and effect, but without giving effect to such provision.

21. No Waiver. . Neither the failure o(either part to exercise ahy power given such party hereunder or to insist upon strict compliance by the other part with its obligations hereunder, nor any custom or practiæ of. the .parties at variance with the terms hereof shall. constitute a waiver of either part's right to denìand exact compliance with the terms hereof.

reasonable time period if any event, includhigbut not limited to, .natural disasters, strikes, civil
disorder. war; national or local days of. mourning, cause the

22. . Delay. Notwithstanding any other term of this Agreement,. all dates for. the of the parties shall be automatically extended one business day for any due date falling on a Saturday;.Sunday or holiday, or shall be. automatically extended for a
performance of obligations

county courthouse and/or major

public services to be closed or suspended in Sellets or Purchasets locale ("Disaster"). This Section is to be liberally construed so as to save the traiisactionand to avoid defaults.

23. Trail Use Agreement. If the STS imposes Notice of Intended Trail Use,
("NITU"), conditions

on the Property, the following shall constitute the Interim Trail Use
a. . By Decision ana Notice of Interim Trail Use or Abandonment served to

Agreement:
Sarasota County, in STB. Docket No. AH-400 Sub. No. 3X, the Surface. Transportation Board

agreement with CSXand SGR for the Property. .
b. Purchaser âgrees that upon acceptance of a Quit Claim deed conveying the Propert to Purchaser pursuant to the STB's afórementioned order, Purchaser or its
designee or assignee shall assume fuii responsibility for management of the Propert; . Purchaser shall be responsible for any and all taxes that may be levied .or assessed ,against the Propert after Closing; and Purchaser shall assume full responsibilty for potential legal

("STB")imposed..a 180-day period for Purchaser to negotiate an interim trail uselrail.banking

liabilty

the date of clOSing. . . .
to enter into this Agreement, and the Interim Trail Manager in the event Of

arising out of transfer or use of the Propert pursuant to this Agreement arising from. and after

c. Purchaser acknowledges that the Propert remains subject to the

jurisdiction of the STS for purposes ofreactivating rail service. As an inducement to Purchaser
in the event action is taken to reactivate rail service on the Property, Seller agrees to assign certain contract rights obligating CSX or.SGR to compensate

assigned to Purchaser are set.forth in Exhibit "D" attached hereto and. incorporated herein by . reference (hereinafter referred to as the "Assigned ContracfRìghts").
d. This Agreement shall between Purchaser, CSX, SGR and Seller

rail serVice reactivation. The contract rights to .be

be deemed to be the interim trail use agreement
for purp9ses.of 16. U.S.C. 1247 (d) and aU STB_

orders relating to same pertaining to the Propert.

the deed by Purchaser. .
9

e. The.provisions of this paragraph shall survive CIc)$ing and acceptance of

D 0070

Case 1:07-cv-00273-MCW

Document 56-7

Filed 06/06/2008

Page 11 of 23

24. Execution By County Commission. . Notwithstanding any action taken on trie
Agreement by the Sarasota. County Board. of County Commissioners or any agent thereof, or

County employee, the Agreement shall not be enforceable against the County unless approved
by the!3oard of County Commissioners and executed by the Chairman of the Board of County

Commissioners.
IN WITNESS WHEREOF, each of 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

lM

The Trust for Public Land, a nonprofit
California corporation

.~~.
Witness.
.:~-' .';J '~~,_-J

'--04
(CORPORATE SEAL)
'.'''...;:...
. -~."~ ~

"': ::.. :1.:..',~,;~',,,-'~c: ..;; .

ATTEST:

KAN E. RUSHING, Clerk
ofthe Circuit Cour ard

. Ex-Offc' lerk ofthe.
Board C tyCo
BY:
...~-' ':. .~".:".- .
...;-l,:~ ;i..~._~.. ('_ "'-":'

.~~ . . ~Ofney.

.....

Approved as to form and correctness:

ø
./
10

D 0071

Case 1:07-cv-00273-MCW

Document 56-7

Filed 06/06/2008

Page 12 of 23

. EXHBIT

A

LEGAL DESCRIPTION

(CSX-SAROTA)
Page 1 of4

Å 10000 foof )Y/destrip of

Township J7St:IIJ.. Range 18 Easf.. and Ifñg In Sections I, 2, 12.

land 1yÍ1g' in Seçtios.2.3 ,26 and .I .

Sections .10 and ..1,. Totm$lip 38 South, R,onge 19 East. and

'3. 24 orid 25, TownSnk) J8 Soutii, Rànge 18 £ast, and Ijrng in

Sè.cfions 6: .7 17. and.ia Township J!J Soutn~ Rang8 IflEast, (1//

each sido 01 lite IolowingdtJscri cfNrerÍle~'.. .

/jg and. btin? in .Sorosota C()n~ Florld(1 and lyg 5QOO feet on

COmmence at.o Parker-Ko/on" Cencrete Nail ond8rass l)lsk sct
Section 2.3 Township 37 South, R(1n~ 18. west, Sarascla County;. . Florido,' tnence 01 tile Naith boundolYa(sakl $ècfkin ,2.3 Soutb to .0 pain t on the centerinee( on exisling rai7road rlghl"'of-woy Iormtiy knoWfas Seaboard AJr linti. Rai/woyÇ~"# Venlce Branch rignl--ol-way; 0 .too 00
89 '51'29" £i:sl; a distance Qf -'41)1.74 (lJet foot wklll~rll~of-wo~ $oiG point beori'(1g North 89:51'29" West,

heog the ¡nseiptlon "BF,LB0211i/nlng tile Northwest .comer of

distance. 0/_ 1278.42 .feet- .from 02 inch lr()n Pipe found under water
marinli~tluJ North~st eòer oj the NodhwfJsi 1/4 of said Section

a

2J;' thenCd on saki cen.fei-lnfJ Sovth 1/~5#41" East.q diRtonce of
7ôô.PI feel fa the POINT OF PECINN/N(; of the centerllne of lne

hereIn describdd soiä pplntfJøfng at mlle mQrnr 892 of . sold ral7road; thenCe i:ontlnue thè folwÎIg. eigteen (18) courses en
property

sàld t;lotrInol roilrpd rigli/-of-wo.) (1). Scth 1f~5'41" Eost, (1

distiinèeof 1824.8S feeL," (2) South ,r47i.0. Eas!; lJ distance of
2598..17 f~f to p point on the North bounrlary of Section 24

rownshk! 37 Sooth. Rangt118. West, Sarosota Colint,X florida. said

poin/beqring North 89rJ.J~11I West, a dist(JitGd of 2J1.fl2 feet from
a 2 incn Iron Pipe. found under. water l1arking the Northeast corner

of tnd Northwest .//4 ()l$a~äSectjOn 26,~ (.r. South i1~7Vl" £O$t
o distonce of 5532.53 flfet toapoinl on the. North boundary

Section 34 Township 37 South.. Range 18 W8st Scrrasota Count;

of

Florld(LGtlid.poÛ11 head"g South 89V,7'JS" East 0 distance of 917.02 Feel ffQl t: 1/2 /nch /ronròilset with a plastic cop bearing

Ihe inscription "'CFYlE021. marking till! Northwest comer of the. Norheast 1/4 oi said Sectíon J.í. dlUi bearing Norti 89"4735- West,. a dislonçc. of 176a.J5 feet from.o lavnd 5/8 i"nc! iron .rod with (j plostiC cap bearing the inscriptlOl Î.Bôr54* marking the Nortned$t

D 0072

Case 1:07-cv-00273-MCW

Document 56-7

Filed 06/06/2008

Page 13 of 23

KXlllBll A

LEGALDESCRII'TION
(CSX-SA IlASOT A)

I',igc i of"
. . . . .. :~)~Ú-~~~:/~~;~~~ü~:;f~ij§l~~J~~i~~$~::':/:::. . :.. "

5J23. 62 ¡(leI to a point on the North ho.uiÜ(lrY '0(. $~ti'ol1. z.

~ûmer of .'loid ~èclion~.5' (4) Sou/h. .If'45'.ô.t' TaS.t !i o'lstonce of

Township 38 Soutl1; Range' 18. W(Jst, Sôro$Q/u'¡CÒun.!)/!-F/ârida:'sajG poii'd b.eorinq NortH 89:51'28" £ost, :'q (ñ:',l,;;¡;¡¡; c'r2J.486(J./ect from. () lound 5 inch squCrf? concrG:/e mCfJt/llëft:"¡)därirl;n/lifi.lá'Sr"¡¡pliOi

"Sarôsotq County" at th~ Northwest :COt1'Jff 0(. rhe~ NfJrtl.(r!.a~i:~ 1/4, ~1. :.. :': . said Section... and bearing South 89*5f~7~.:~sl/¡ a':(ji$íÔÍ~e:'.of ;..-~:':):i:. ;.~..
321.63: feet /rom a found 5/8 inch. IrOIl rçd .

with ;¡.:PiiÎi¡¡¡::l;åp.:~ ~:~.i:~.;~\:Vl'

lJenrin9 (he- /nscript/(JiJ.. LB .ô754" marklnff Ih.s N.~rØ~af(lfg(liél::~(.::.~~~d~~
$()id Se~It'on 2; :(5). South. 11 "45'/9- Eas!, . (j distøn,çe. :-l)(¡.1SJ~5~~fe~(~~ít:

to 0 pomt on. thq 'Wesr .bolJndary 01 Section /, Town~/up:J8.;--llllJh/;:..Y:~"i;t Raage 18 West, Sorasota.. Count): florida:, said polnt ~eqring~.Sd!tl1..:\~'.i0:?,/~

00'20'05- West a distance of /504.18 fcet iì. 0.5/8 Incli"I'¡ôri""".;.t;:,:..,.'.: rodw/th 0 plastic cap iiearinq tle inscription" La 6754" mö:"kinq tbd'.:. Norfliwé,sf corner Ofsdid.Seclion I,. Qnd beannq North OÒ"POV5" .

Fast, 0 .distance or 3947.'70 (eet Îroma railroad spike found În .

..l.

pavement marking Ilie' S.~i.~l1west corner o/sold Section!.'. (6) South 11'4$'19"" Eost, 0 distönc.o".a,r .1(J.)!l 11 feel /0 a point on the North
bo(.Indary of Section 12,: I.ò.wn.!nip JB South. Ronqe 18 West, Saros.oto Counl) Flor.ldO;. SÇ7I'ë point btJar/ng South 89."32'29" East, .a
dlstaoce of 845.99 fee/:¡rorr (l railroad marking the

spike found ÌI p()~'emerJ'

NorfñWefr ~àrf!(Jr of said Section 12, QnrJ North 89"32'29u West. ä d~sloncê 01.182.9/)9 for:! from a 1-1/2 inc/J iron
plpG lo.ulJd tinder wote.r. fnar~-l¡jr¡ tne~ Northeast comt?r of the

Northwest 1/401 said;Sec/¡òn" 12; (7) South 11"4.6'41/0 East. a
dislonce of 5236..10 'Teel. to a point on 'he Nortnlioljridary of

5~clion 13, Township J8.South. Range /8 West. SClr050ta Countj1

Florida, said ¡;oint'.~()t1th, 89:18'15- tost 0 dlslonc;; 01 '9)5.03 teal fro~ u found 4" squaro c()f1crefe monument hearing. the inscription "
PRM 1747H marking. thë Nort/'wèsl corner of said Sect/on I.l aiid

bearing North 89:18'14" West 0 distance 0/893.40 flJllt (rom a
.(òund 1/2 inch iron rod mèJrlii'ng the Nor!heast t;JrnGr 01 the
N(jrthw~st 1/1 of said Sect/on 13; (8) Saulh 11~lS8N East

a

dis/once of 54/4.75. (lJet to á lJoin t on the North bOljndory .01
Sect/on 24, Township 38. Sou/h, Range /8 West. Sarasota County,

. ';09).22 tefl! from Ihl!(J found 5 inch square concrete mot1l1nent
lJ.!"Qf/íir¡, the inscriptìon "S%sota Covn(yN morki/J9 /lre Nor-tl1west

l7orMa, said point b.eatinr¡ Soulh 89"44'IQ" East, ad/stance Qf

D 0073

Case 1:07-cv-00273-MCW

Document 56-7

Filed 06/06/2008

Page 14 of 23

EXHBIT A
LEGAL DESCRIPTION

(CSX..ARSOTA) .
Page

3 0(4

comer of $qid Section 24, and beating North 89~4djO" West. a

dist(Jl1ce 01 2200.39 feet from a found 2 inch iron pipe mar/ahr¡ the . Northeast ~omerof said Section 24; (9) SÓlt/i 1/ "47'26" Eastr a
di'slanceof 542.J91 feet. to Ò lJoin/on /l1e North boundary

of

Section '25, Township 38 South, Range 18 West, Soro$olo Count):

Florkkl, saiel point beaing South 89'36'18" East. a dls/onca of .
422-1.41 feet from a found 5/8 inch ¡ron

rod marking the Northwest

corner (jf.soid Section ~5; (10) South 11"41141( Easl, a distonce of

4929.19 feet to a pcÍt on the West boundary of Section sa

Township 38 South-Range 19 West¡ Sarasota Counlx Rorida. said

point South 00",6'0" West. 0 distotJceoI2165..18 feet from a 1/2
inch iron rod set inln (1 plastic capoeodng. the inscription "'CFY .

lB021" marking the Northwest corer of the Southwest 1/4 afsoid

Section 30, and bearing North 00:16'00'" East, odislance of 488.09
feet from a. 4Jund 5 inÇ/ square COncretè monument bearing the

inscription "'Sarasota County'" marking the Southw.est comer of said
a distance of 498;29 feet to â point on the North boundary of Secllon Ji' Township 38 South,
Section 30; (11) SØlth 11"46'14" East

Range 19 West. Saro$oloCounlß Rorida. saki polnt bearing Nórth 89-.1 '45" East. a distançe of 1()6. 76 fe¡:1 from a found 5 inch . square concrete monument bearing .Ihe inscription "'Sarasota C(Jn.ly" m(Jrking the Northwest c:omer.;of sold Sectlon 31, and beaing North
89-Sr4SM £051'0 distance of 252l/J2 ~et fro a found $ inch
square concrete inonuriuint .aeoring th~ inscrition "Sorosoto. County"

marking the Norheosfcorner of the Northwest 1/4 of soÎd Sec.tiOf 3". (12) Soulh 11"45.'40" East, a dlstonct! of 5746.18 feel to a
point on the North boul1dary of Section ~. Township 39 Soutb.

Range '$I West. Sarasota Countß Ror/do. saió polnt bearinr¡ Nodh

89~5'(O" West a distance 0(1224.25 feel trom a fovnd
Parker-Kalon Concrete Nail and 8rO$5 .Disk Sf/I beorinq the
inscriplion "í 185"marldng the NodluJost comer pi the Northwest
1/4 of sakI Sectio 6; (13) South 11"47'09" Eost. 0 distance

01

5391.71 feel to d point of! the North. bOlndàryol Section. 7-

Township 39 Soulh, Range 19 .West, .SorO$oto..Counl.ß flOrid~ sold poín! bearing South 897.6'54" East.. 0 d(slonce of 12UJ.5fi feel Irom
a Porker-KCllonCQcrele Nail- andOOr-as$ OÎsk beadn9 the inKcdplíól

" L8 021 ., sèf as a witness corner 130aOO .

D 0074

Case 1:07-cv-00273-MCW

Document 56-7

Filed 06/06/2008

Page 15 of 23

EXIIT A

LEGA DESCRlION (CSX-SAROTA)
.Page4of4

feet Easlerly of tne Northwest corner of said Section .7 and bearing

North 8926'.4" West, a distonce (;f litJ.9J feel from () found 1/2
inch iron roCl marking tne Northeast comer of Me Northwest 1/4.01

soi(J Section 7,' (ilJ South flW'/4" East a distance of 3082.14
lelJt jo 0 poiittol curvature,' (15) So~tneiy /048.5-1 feet along the orc of a curve to the lell, said curve b(l/hn concove custerk; having

a rod/us 01 .?Bó4. 70 leet, acentrol. ang/ll of 2.0'S8'15:and 0 chord
heodnç and dista.nce of South 2215'22" East 104270 leet to a

po,;,1 01 tan(lency; /16) South 32W'.9" Eos/, a distance 01161173
/lMt to a point o.n the Nor/h boundary of Sec/ion 18, Township 39

SOItn, Ronge 19 West, Sarasota C:ounl~Floridtlsriid poin/.bearing
South 89~4'J9" East, d dis/once 01 451LOI.leet. from q found.

12

incn round concrete mOfllImel?1 with a Florida Department of Natural

Resources brq$s disk marking the Northwest- corner of said Sec/ion
kom 0 railrGod spikt! found in asphalt pavernen t marking the
18, and bearing NorI1t89'44'.O" West a distance of 823. 71 leet

distonce "i. f49S.ô2Iee/ loa point on the. West bpundary 01 . .
Section I~ Township 39 South, Range /9 Wost Sarasota Count):

Nortneast' cOrof sakI Seetion 18; (17) South J2-'4"'9~ East. a

12.54.41 feel from orallrôad spike found/n asphalt pdvemerJt h1(Jr/ing the Northwest corner. of said Section f;:. and bearig North
00'40'.JII£ast odisla/ice of 4077.27 feet from

FloddO; saki poU't bearing SOiJtnOO~O~J. West. a distance of

0 found 5 inch

square concrete monument bé()lng the. inscrlptio/1 "SorosQlaCounty"

. mcring the Southwest corner of sold SectiOl 17; (18) South
32"44'29'" £ost. a distance 0'4891.21. Îd!et . to the POINT OF
TERMINA nON, said poin fbtJing on . the South boundary of said

. Section 17.. said point bearing Sl)ih 8971V9" East, a dis/ancil 0/
22.52 feet /rom a S/8lnch iran rod found in asphalt pqvemenl

marking the Soiithwest comer of the Sou/heast 1/4 .of saki Section 17;. qnd beoririg North 8912'28" Wdsf. a distance of 2ô49.JO feet

lrom q Porker-Kalan concrete nail and årass disk f()nd in asphalt
shortened to terminate .on flu: Soiith boundlJíY of sokl $f:c/ion t 7.

pavement marking the Southeast CDmnr. of said Section ,,,;; and the

boundòdes of the land describf:t/ herem shal he lengthened or .

Together with: . The RaÎ/roadRight otway located in Section .17; Township 39

South, Range 19 East of Sarasota County Florida, commonlyknown as the r
track as .shown Oil the Right of

Way and Track Mà¡j :of Seaboard Air Une Railway Co" Venice 8ranch, dated Decembei3, 1927, for which a legal descriptÎon wjI be

providedprior to the

end of the Inspection Period, .

D 0075

Case 1:07-cv-00273-MCW

Document 56-7

Filed 06/06/2008

Page 16 of 23

EXHBITB
Leases, Licenses and Agi:eements

(To Be Finalized Prior To Closing)
Name of Party

Facilty Type

Public Utilty.

¡Purpose
1 Bahès Rvee
Land Lease

Buckeye Gas- (Northern
2 Pro ane)
3

Sidetrack
Unloadin . Pit

Builders Concrete
Cement Pröduct
City of Venice

4
5

Unloadjg Pit
Land Lease.
Land Lease

.6
7
8

City of

Venice

Waterline

Waterlie
Cable

Corncast Cable
Com.cast Cable.

Wireline
SBD 5565

Wireline
Wireline (2)

Cable
Cable

9

CorncastCable

SCL2158

. 10 Comcast Cable
Conicast Cable (Venice.Central

Wireline

Cable

11 Antenna)

SCL2020

Wireline Wireline Wireline
Tv

12 Antenna) .
13 lcomcast Cable 14 Culverhouse, H 15 . Culverhouse, H

Comcast Cable (Venice Central.
Cable

SBD~,5978
SBn 6773

. Land Lease

Private Road

16 EAGLE.POINT
17
EAGLE POINT

Water

S oil Easement

EXHffITB
Page 1

D 0076

Case 1:07-cv-00273-MCW

Document 56-7

Filed 06/06/2008

Page 17 of 23

Name of Party

---

--SGLROO81

Facilty Type
Crossing
PUBLIC ROAD

Public Utity
/Purpose
PUBLIC ROAD

18
19

FLORIDA

DOT

LORIA

DOT -

Si

al Maint

Si.. alMaint
OVe ass

20
21

IF

LORIDA DOT

Ove ass

FLORlDADOT

Si al.Install
Ove ass

. Si . . a1 Install

22 . FLORIA DOT

Overpass

23 Florida Power

SGLR200S.

Wireline
Private Road

24 Florida Power.
25 . Florida Ilower

Wireline
GA3340-3
G:A3340-4

26 Florida Power
i

. Wireline

27 Florida Power
28 Floiida Power

Wireline
Wire line

29 Florida Power

Witeline

30 Florida Power
31

Wirelie
Wireline Wireline

Florida Power

32 Florida Power
j

33

Florida Power

Wireline
Wireline Wireline

34 Florida Power
35 GTEFLOR,DA

36 37

GTE

FLORIA

GT017
GT034

Wireliné

GTE

FLORIA

Wireline

EXHIDIT.B
Page 2

D 0077

Case 1:07-cv-00273-MCW

Document 56-7

Filed 06/06/2008

Page 18 of 23

Name

of Party

greement#

-------- -----Wireline
Wireline Wireline

Facilty Type ~ Public Utity lPurp~se

38
!

GTE

FLORIDA

GT043
GT026
sbd 5041

39 laTE FLORIA
!

40 laTE FLORIA
41
GTE FLORIDA

GT016
GT044
GT 153
GT031

Wireline
Wireline

42 ÌoTEFLORIDA
43 ¡GTE FLORIA

Wireline Wireline
Water

44
45

GTE

FLORIA

Harbor

Lights

46

anen&Sons

Track Lease
Land Leae

47 Hanon Pi . e
48 Joelson Concrete

Sidetrack

49 J oelson Concrete 50 Joelson Concrete
51

SCL15001

Uiùoading Pit
Land Lease

Joelson Concrete

SCL3816

Land Lease
Land Lease

52
53

KialLumber
al Lurber

SBD 9166
SBD 8928

Track Lease. Sidetrack
Sidetrack
Land Lease

54
55

SAL53970
. SAL15388

56 . Omega,Door
57 Sarasota County

Land

Lease

EXHIBITI3
Page 3

D 0078

Case 1:07-cv-00273-MCW

Document 56-7

Filed 06/06/2008

Page 19 of 23

Name of Party
j
I I

Facilty Type .

Public Utilty

/Purpose
Xig

58 ¡Sarasota County
i

i.

Maint

Xing

Maint

59 Sarasota County
i

SGLR 0148

Land Lease
Xing Maint

60 . Sarasota Coun
61 Ri lin Brothers
62. Ringling Brothers
I

l

SGLR0149

Xin Maint

Sidetrack Storage Track Lease
SBD5276
Track Lease .

. 63 ¡Ringling Brothers

64 ¡Sarasota Coun

SBD 8360
2003-299
Si

Sewer
a1 Crossing

Sewer

64.5 Sarasota Coun
65 ¡Sarasota County .
.

I

66 ¡Sarasota County
I

67 ¡Sarasota.County
68 ¡Sarasota County
¡ ; :~:;:~i

j.
I.
i I I

SGLR0158 SGLR2u02189

Sewer
Sewerline
Sewer

Sewer
Sewerline.

SBD5565

Sewer

SGLR2002188
~t~$

Sewerline Sewerline .Easement. Crossing Easement. Transmission Line Water
Draina e

Sewerline
Sewerline
Road Crossing .

69

ISarasota CoUnty

tMi

SGLR2002"
187

70 ¡Sarasota County
l
¡ I i

SGLR0078

& Signal Maint

71 ¡Sarasota County
¡ i

WATER
Drainage
. DRAINAGE

72 Sarota CoUnty

SBD3325

73 Sarasota County

SBD 3325

Maintenance DRAINAGE DITCH
Sewer

DITCH

74 Sarasota County
I

Sewer
Water

75 lSarasotaCounty

Water

EXHIBIT B

.Page4

D 0079

Case 1:07-cv-00273-MCW

Document 56-7

Filed 06/06/2008

Page 20 of 23

Name of

Party .

Facilty Type

Public Utity
/Purpose

SEACONCHIELD

16

(Wiliam Gill)
SGLR0180

Land Lease

77 Donald G, Lowr
78 Storage De ot

Land Lease
Land Lease
Sidetrack

79 Stottleme er

80. Stûttlerneyer
81

Sidetrack Sale

StQttemeyer

SCL24742
SGLR0046
. SGLR0161

.

Land Lease
Gas Main
Gas Main

82
83
Tam

a Electrc Co

CSX3532

84 TecoGas
85
. EXGAS

Gas Pipeline
SCL11973
Sidetrack

86 Thorn son, L 87 Thorn son, L
88
Tyler i i

SAL21243
SAL21901

Land Lease
Sidetrack

No

..
of Venice

& Seider

SBD 5609
SCL2241

Land Lease

89

enice Concrete

Uti0ading Pit
Land Lease

90 Venice Dodge
91

Venice Lunber

SAL28012.

Sidetrack
Land Lease
. Water Main

92 Veiice Terrazo
93 Ci

Pi eline

Line

94 Ci

of

Venice

Water
SCL18658
. Water

Water Water

95 City of Venice

EXHæITB
Page 5

D 0080

Case 1:07-cv-00273-MCW

Document 56-7

Filed 06/06/2008

Page 21 of 23

Name of

Part

greement #

Facilty Type

Public Utity
IPurJ?ose

96 City ofVeiice
96.5 City of Venice
97 City.ofVence

SCL 7611

PubUc Road
Ci. Water Line

Public

Road

. Water

Sewer
SBD6221

8ewer
Water

98 . City of Venice

Water
Sewer
. Sewer

99 City of Venice

. Sewer
Sewer

100 CiofVemce
101 City of Venice

Water

Water
. Sewer

102 Ci of

Venice
Venice

Sewer
SALI0872
SAL63396

t03 City of

Water
Water/Sewer

Water

104 Ci of

Venice

WaterlSewer .

.1

XingAgnt
Land Lease

105 WCIN, Xig agency sublease

Xig A

t

106
103 City of Venice (A)

Sidetrack
Reclaimed Water
Stormwater &"

Line

EXHIBITB
Page

6

D 0081

Case 1:07-cv-00273-MCW

Document 56-7

Filed 06/06/2008

Page 22 of 23

EXHIBIT "e"

Permitted Exceptions

1. Easement in favor of Florida Power & Light Company recorded. iii. Offcial
Records Book 14, Page 439 (Section 35-37..18.

2. Permanent Easement Agreement in .favor of Seminole Gulf Railway,L.P. and
CSX Transportation, Jnc., recorded in Offcial Records Book 2400, Page 365 (Section 25-38-18).
3. 'Easement in favor of FIorida Power and Light Company recorded

64, Page 10 (Section 30-38-19). . .
4. Easement 64, Page 12 (Section

in. Deed Book

in favor of Florida Power cmd Light COmpany. reçorded inDeed Book

31-38-19). ., .

5. Easement in. favor of Florida Power and Light Cömpariy recorded in Offcial
Records Book 451, Page 791 (Section 31-38~19 and Section

25-38-1'8)

6. Easement

in favor of Florida Power and Light Company recorded in. Offcial
annexing lands into the City of Venice recorded in Offcial Records

Records Book S19, Page 468 (Section 30-38-19).
7. ResOlution

Book 1179, Page.19t9 (Sections 6 & 7-39-19 .
8. Resolution for Exchange of Hight of Way recorded-in Offcial Records Book 2204,

. .
2001

Page 1550 (Section 6-39-19)
.9. Non..excJusive Permanent Utilty Easement ììi favor .of Florida Power & Light
. Company rècorded in Offcial Records Instrument No.

10. Permit recorded in Offciål Records Book 1105. page

. .

000340 (Section 7-39-19)
552 (section 17-39-19).

11. Easement ifi favor of Florida Power & Light Company recorded in Offcial.
Records Book 353, Page 675.
12. Grant of Guaranteed Acce~s in favor of Florida Power

& Light Company recorded

in Offcial Records.Book 1348, Page 1113 (Section 1-38-18),
13. Right of way Agreement recorded in Deed Book

66, page 169.

14. All easements, licenses and agreements which Buyer agrees to assume in

accordance with the terms of this Purchase and Sale Agreement.

D 0082

Case 1:07-cv-00273-MCW

Document 56-7

Filed 06/06/2008

Page 23 of 23

Exhibit D

Assignment of Contract Rights . as contained in Option Agreement between The Trust for Public Land,
CSX, Transportation, Inc. and Seminole Gulf Railway, L. P. dated

8123/03

Paragraph 30, Trail Use Agreement (c) (i)

in the event Seller, its successors or

other entity of the United States Government compels Seller, its successors or assigns, to reactivate rail service on the Property, or assigns, voluntarily takes steps to reactivate rail
In the event the STB,or any

service on the Propert - or consummate abandoltment by seeking to vacate the
Notice

of Interim Trail Use (the "NIU"), and if the STBapproves tiie vacation of théNITU and rtactivation of rail.service requiring conveyance of the Property by Manager to the Seller, tlien, in such event, Seller, itssu.ccessors or assigns, shall pay to. the Interim Trial Manàger at the time of reactivation a sum
the Interim Trail

equivalent to the market value of the Propërty, excluding any improvements...
In the event that rail service is reactivated

and reimbursement is requited by
or assigns,

:Buyer, its successors or assigns, as set forth hërein, Buyer, it successors

shall .re.:convey the Property together 'Yith all imprøvements located thereon to
Seiier.

"

D 0083