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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. ..
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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