Backup Documents 10/22/2024 Item #11C ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP �+
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 1 C
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office In' ials Date
1. County Attorney Office County Attorney 10-22-24
Attn. Sally A. Ashkar
2. BCC Office Board of County Commissioners
3. Minutes and Records* Clerk of Court's Office a 4,MI* CIO
441.,
*NOTE TO MINUTES AND RECORDS:
Please return an electronic copy of agreement to Vera.Ivanova@colliercountyfl.gov
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees
above,may need to contact staff for additional or missing information.
Name of Primary Staff Vera Ivanova/Real Property—Facilities Phone Number 239-252-7609
Contact/ Department Management
Agenda Date Item was October 22, 2024 Agenda Item Number
Approved by the BCC
Type of Document Agreement for Sale and Purchase Number of Original 11.0
Attached /Symphony Properties, LLC Documents Attached
PO number or account N/A
number if document is
p�22/4.L to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature?STAMP OK N/A
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed VI
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the VI
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's VI
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on above date,and all changes made during VI /A is not
the meeting have been incorporated in the attached document. The County option foi,
Attorney's Office has reviewed the changes, if applicable. is line
9. Initials of attorney verifying that the attached document is the version approved by the I4/A is not__
BCC, all changes directed by the BCC have been made,and the document is ready for the an o., on,fo�
Chairman's signature.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
CONSERVATION COLLIER +�
TAX ID NUMBER:00299120005, 00299680008. 00299480004,00299560005, 00299920001, 00301320007, 1j
00300880001, 00299800008,00300800007,00299440002,00301800006.
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between Symphony
Properties LLC, a Delaware limited liability company, whose mailing address is
Symphony Properties LLC, c/o South Dakota Trust Company, 201 South Phillips Ave,
Suite 200, Sioux Falls, SD, 57104 (hereinafter referred to as "Seller"), and COLLIER
COUNTY, a political subdivision of the State of Florida, its successors and assigns,
whose address is 3335 Tamiami Trail East, Suite 101, Naples, FL 34112 (hereinafter
referred to as "Purchaser").
WITNESSETH
WHEREAS, Seller is the owner of that certain parcels of real property (hereinafter
referred to as "Properties"), located in Collier County, State of Florida, and being more
particularly described in Exhibit "A", attached hereto and made a part hereof by
reference.
WHEREAS, Purchaser is desirous of purchasing the Properties, subject to the
conditions and other agreements hereinafter set forth, and Seller is agreeable to such
sale and to such conditions and agreements.
NOW, THEREFORE, and for and in consideration of the premises and the respective
undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($10.00), the
receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:
I. AGREEMENT
1.01 In consideration of the purchase price and upon the terms and conditions
hereinafter set forth, Seller shall sell to Purchaser and Purchaser shall purchase
from Seller the Properties, described in Exhibit "A".
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the "Purchase Price") for the Properties shall be Four
million fifteen thousand Dollars and 00/100 dollars ($4,015,000.00), (U.S.
Currency) payable at time of closing.
2.02 At Closing, pursuant to Paragraph 6.012 below, Purchaser shall deposit a
portion of the Purchase Price in the amount of Four Hundred Thousand ($400,000)
in a segregated or dedicated escrow account to be maintained and held by the
Collier County Clerk of Courts (hereinafter referred to as "Escrow Agent"), pending
CC Agreement 02/12/2024 Page 1 of 18
CONSERVATION COLLIER I 1 C
TAX ID NUMBER: 00299120005, 00299680008, 00299480004, 00299560005,00299920001,00301320007,
00300880001,00299800008, 00300800007, 00299440002, 00301800006
completion of the work described in Paragraph 6.012 and 6.013, within this
Agreement. The Terms under which this sum will be held and retained will be as
provided in Article VI of this Agreement. As Seller completes said work, County will
cause the Escrow Agent to release the retained amount to the Seller.
2.021 In the event the Seller fails to complete the work described in Paragraph
6.012 and 6.013. by the established date(s) as set out within this Agreement for
any reason, the County will retain the money so withheld, and the Seller and
Purchaser shall have no further obligation to one another as to work described in
the Paragraph 6.012 and 6.013, under this Agreement.
2.022 If the Seller fulfills their obligation, as outlined in Paragraph 6.012 and
6.013, of the Agreement before the Closing Date, County will cause the Escrow
Agent to release the retained amount to the Seller at the time of closing.
III. CLOSING
3.01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR "CLOSING") of
the transaction shall be held on or before two hundred forty (240) days following
execution of this Agreement by the Purchaser. or within thirty (30) days of
Purchaser's receipt of all closing documents, whichever is later, unless extended
by mutual written Agreement of the parties hereto. The Closing shall be held at the
office of the insuring title company or by mail. The procedure to be followed by the
parties in connection with the Closing shall be as follows:
3.011 Seller shall convey a marketable title free of any liens, encumbrances,
exceptions, or qualifications. Marketable title shall be determined according to
applicable title standards adopted by the Florida Bar and in accordance with law.
At the Closing, the Seller shall cause to be delivered to the Purchaser the items
specified herein and the following documents and instruments duly executed and
acknowledged, in recordable form:
3.0111 Warranty Deed in favor of Purchaser conveying title to the Properties,
free and clear of all liens and encumbrances other than:
(a) The lien for current taxes and assessments.
(b) Such other easements, restrictions, or conditions of record.
3.0112 Combined Purchaser-Seller closing statement.
3.0113 A "Gap Tax Proration, Owner's Non-Foreign Affidavit", as required by
Section 1445 of the Internal Revenue Code and as required by the title
CC Agreement 02/12/2024 Page 2 of 18
CAO
CONSERVATION COLLIER
TAX ID NUMBER, 00299120005,00299680008, 00299480004,00299560005, 00299920001, 00301320007,
00300880001, 00299800008,00300800007,00299440002, 00301800006.
insurance underwriter to insure the "gap" and issue the policy contemplated
by the title insurance commitment.
3.0114 A W-9 Form, "Request for Taxpayer Identification and Certification"
as required by the Internal Revenue Service.
3.012 At the Closing, the Purchaser, or its assignee, shall cause to be
delivered to the Seller the following:
3.0121 A negotiable instrument (County Warrant) in an amount equal to the
Purchase Price less the sum to be withheld and retained pursuant to
Paragraph 2.02. No funds shall be disbursed to Seller until the Title
Company verifies that the state of the title to the Properties has not changed
adversely since the date of the last endorsement to the commitment,
referenced in Section 4.011 thereto, and the Title Company is irrevocably
committed to pay the Purchase Price to Seller and to issue the Owner's title
policy to Purchaser in accordance with the commitment immediately after the
recording of the deed.
3.0122 Funds payable to the Seller representing the cash payment due at
Closing in accordance with Article III hereof, shall be subject to adjustment for
prorations as hereinafter set forth.
3.02 Each party shall be responsible for payment of its own attorney's fees. Seller,
at its sole cost and expense, shall pay at Closing all documentary stamp taxes due
relating to the recording of the Warranty Deed, in accordance with Chapter 201.01,
Florida Statutes, and the cost and electronic fee of recording any instruments
necessary to clear Seller's title to the Properties. The cost of the Title Commitment
and Owner's Form B Title Policy, issued pursuant to the Commitment provided for
in Section 4.011 below, shall be paid by Purchaser. A Phase II Environmental Site
Assessment (ESA) will be performed at Purchaser's expense. If required by the
Phase II ESA, a Site Assessment will be performed at the Purchaser's expense to
determine the extent of the environmental impacts. If after the Phase II ESA is
completed by Purchaser, and Seller terminates this Agreement as a result of
Paragraph 5.03, Seller shall reimburse the Purchaser the actual cost of the Phase
II ESA and the Site Assessment, in a total amount not exceeding $25,000 (Twenty-
five thousand Dollars).
3.03 Purchaser shall pay for the cost of recording the Warranty Deed. Real
Properties taxes shall be prorated based on the current year's tax with due
allowance made for maximum allowable discount, homestead and any other
applicable exemptions and paid by Seller. If Closing occurs at a date which the
CC Agreement 02/12/2024 Page 3 018
CONSERVATION COLLIER 1 -LC
TAX ID NUMBER: 00299120005. 00299680008. 00299480004, 00299560005, 00299920001, 00301320007,
00300880001,00299800008, 00300800007. 00299440002, 00301800006.
current year's millage is not fixed, taxes will be prorated based upon such prior
year's millage.
IV. REQUIREMENTS AND CONDITIONS
4.01 Upon execution of this Agreement by both parties or at such other time as
specified within this Article, Purchaser and/or Seller, as the case may be, shall
perform the following within the times stated, which shall be conditions precedent
to the Closing;
4.011 Within fifteen (15) days after the date hereof, Purchaser shall request as
evidence of title an ALTA Commitment for an Owner's Title Insurance Policy
(ALTA Form B-1970) covering the Properties, together with hard copies of all
exceptions shown thereon. Purchaser shall have thirty (30) days, following
receipt of the title insurance commitment, to notify Seller in writing of any
objection to title other than liens evidencing monetary obligations, if any, which
obligations shall be paid at closing. If the title commitment contains exceptions
that make the title unmarketable. Purchaser shall deliver to the Seller written
notice of its intention to waive the applicable contingencies or to terminate this
Agreement.
4.012 If Purchaser shall fail to advise the Seller in writing of any such
objections in Seller's title in the manner herein required by this Agreement, the
title shall be deemed acceptable. Upon notification of Purchaser's objection to
title, Seller shall have thirty (30) days to remedy any defects to convey good
and marketable title at Seller's expense, except for liens or monetary
obligations which will be satisfied at Closing. Seller, at its sole expense, shall
use its best efforts to make such title good and marketable. In the event Seller
is unable to cure said objections within said time period, Purchaser, by
providing written notice to Seller within seven (7) days after expiration of said
thirty (30) day period, may accept title as it then is, waiving any objection; or
Purchaser may terminate the Agreement. A failure by Purchaser to give such
written notice of termination within the time period provided herein shall be
deemed an election by Purchaser to accept the exceptions to title as shown in
the title commitment.
4.013 Seller agrees to furnish any existing surveys of the Properties in Seller's
possession to Purchaser within ten (10) days of the effective date of this
Agreement. Purchaser shall have the option, at its own expense, to obtain a
current survey of the Properties prepared by a surveyor licensed by the State
of Florida. No adjustments to the Purchase Price shall be made based upon
any change to the total acreage referenced in Exhibit "A," unless the difference
in acreage revealed by survey exceeds 5% of the overall acreage. If the
survey provided by Seller or obtained by Purchaser, as certified by a
CC Agreement 02/12/2024 Page 4 of 18
ICAO
CONSERVATION COLLIER
TAX ID NUMBER:00299120005, 00299680008, 00299480004, 00299560005, 00299920001, 00301320007. 1 �1 C
00300880001,00299800008. 00300800007, 00299440002,00301800006. j
registered Florida surveyor, shows: (a) an encroachment onto the property; or
(b) that an improvement located on the Properties projects onto lands of
others, or (c) lack of legal access to a public roadway, the Purchaser shall
notify the Seller in writing of such encroachment, projection, or lack of legal
access, and Seller shall have the option of curing said encroachment or
projection, or obtaining legal access to the Properties from a public roadway,
within sixty (60) days of receipt of said written notice from Purchaser.
Purchaser shall have ninety (90) days from the effective date of this
Agreement to notify Seller of any such objections. Should Seller elect not to or
be unable to remove the encroachment, projection, or provide legal access to
the property within said sixty (60) day period. Purchaser, by providing written
notice to Seller within seven (7) days after expiration of said sixty (60) day
period, may accept the Properties as it then is, waiving any objection to the
encroachment, or projection, or lack of legal access, or Purchaser may
terminate the Agreement. A failure by Purchaser to give such written notice of
termination within the time period provided herein shall be deemed an election
by Purchaser to accept the Properties with the encroachment, or projection, or
lack of legal access.
V. INSPECTION PERIOD
5.01 Purchaser shall have one hundred eighty (180) days from the date of this
Agreement, ("Inspection Period"), unless extended by mutual written Agreement of
the parties hereto, to determine through appropriate investigation that:
1. Soil tests and engineering studies indicate that the Properties can be
developed without any abnormal demucking, soil stabilization or foundations.
2. There are no abnormal drainage or environmental requirements to the
development of the Properties.
3. The Properties is in compliance with all applicable State and Federal environ-
mental laws and the Properties is free from any pollution or contamination.
4. The Properties can be utilized for its intended use and purpose in the
Conservation Collier program.
5.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of
any investigation, Purchaser shall deliver to Seller prior to the expiration of the
Inspection Period, written notice of its intention to waive the applicable
contingencies or to terminate this Agreement. If Purchaser fails to notify the Seller
in writing of its specific objections as provided herein within the Inspection Period,
it shall be deemed that the Purchaser is satisfied with the results of its
investigations and the contingencies of this Article V shall be deemed waived. In
the event Purchaser elects to terminate this Agreement because of the right of
inspection, Purchaser shall deliver to Seller copies of all engineering reports and
CC Agreement 02/12/2024 Page 5 of 18
( ;;)
CONSERVATION COLLIER
TAX ID NUMBER: 00299120005.00299680008, 00299480004.00299560005, 00299920001, 00301320007, 1* 1 C
00300880001,00299800008, 00300800007, 00299440002, 00301800006.
environmental and soil testing results commissioned by Purchaser with respect to
the Properties.
5.03 If Seller is not satisfied with the results of the Phase II ESA or subsequent
Site Assessment, Seller may terminate this Agreement and shall reimburse
Purchaser pursuant to Paragraph 3.02. Seller shall deliver to Purchaser written
notice of its intention to terminate this Agreement within five (5) business days from
receipt of the above-mentioned results, but not later than the expiration of the
Inspection Period.
5.04 Purchaser and its agents, employees and servants shall, at their own risk and
expense, have the right to go upon the Properties for the purpose of surveying and
conducting site analyses, soil borings and all other necessary investigation.
Purchaser shall, in performing such tests, use due care. Seller shall be notified by
Purchaser no less than twenty-four (24) hours prior to said inspection of the
Properties.
VI. SELLER RESPOSIBILITIES
6.01 Seller hereby agrees that it shall do the following:
6.011 Prior to closing, Seller shall, at its own cost and expense, demolish and
clear debris from the dilapidated barn and associated farm machinery on the
Properties and remove metal targets associated with shooting berms, mobile
home/camper on northern parcel. and all cattle from the Properties. If Seller fails to
perform any of the covenants and/or obligations contained in this paragraph,
Purchaser may, at its option, terminate this Agreement by giving written notice of
termination to Seller.
6.012 Within sixty (60) days after the date of closing, Seller shall, at its own
cost and expense, remediate any contamination found in the Phase II ESA, the
Site Assessment to levels required under Florida Laws. This deadline may be
extended by mutual written agreement of the parties hereto. Seller shall provide
Purchaser written approval from Florida Department of Environmental Protection
(FDEP) that remediation complies with Florida Laws.
6.013 The portion of Seller's sales proceeds from the closing of the subject
transaction that are retained pursuant to paragraph 2.02 will be held and released
to Seller following compliance with all the requirements in Paragraph 6.012.
With respect to Paragraph 6.012, Seller shall advise Escrow Agent with a copy
to Purchaser in writing when the activities outlined in said Paragraph have been
completed with written approval from Florida Department of Environmental
Protection (FDEP) that remediation complies with Florida Laws, and Purchaser
may inspect the Properties and contact appropriate agencies to verify same within
CC Agreement 02/12/2024 Page 6 of 18
cao
CONSERVATION COLLIER
TAX ID NUMBER: 00299120005, 00299680008, 00299480004, 00299560005,00299920001, 00301320007,
00300880001,00299800008, 00300800007, 00299440002,00301800006. I 1 C
fifteen (15) business days of receipt of Seller's notification. If the Purchaser does
not object with specificity in writing within said fifteen (15) business days period,
the Escrow Agent shall release to the Seller the sum from escrow pertaining to the
applicable item. If Purchaser objects, Purchaser shall notify Seller in writing of its
specific objection within said fifteen (15) business days period, and Seller shall
remedy any specified defect, whereupon the applicable escrowed sum shall be
released to the Seller.
6.014 The terms and provisions of this section shall survive closing.
VII. INSPECTION
7.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have
the right to inspect the Properties at any time prior to the Closing. Seller is
obligated to ensure that the structures are made accessible as per terms of this
Agreement.
VIII. POSSESSION
8.01 Purchaser shall be entitled to full possession of the Properties at Closing.
IX. PRORATIONS
9.01 Ad valorem taxes next due and payable, after closing on the Properties, shall
be prorated at Closing based upon the gross amount of current year taxes, and
shall be paid by Seller.
X. TERMINATION AND REMEDIES
10.01 If Seller shall have failed to perform any of the covenants and/or
agreements contained herein which are to be performed by Seller, within ten (10)
days of written notification of such failure, Purchaser may, at its option, terminate
this Agreement by giving written notice of termination to Seller. Purchaser shall
have the right to seek and enforce all rights and remedies available at law or in
equity to a contract vendee. including the right to seek specific performance of this
Agreement.
10.02 The parties acknowledge that the remedies described herein and in the
other provisions of this Agreement provide mutually satisfactory and sufficient
remedies to each of the parties and take into account the peculiar risks and
expenses of each of the parties.
CC Agreement 02/12/2024 Page 7 of 18
CONSERVATION COLLIER
TAX ID NUMBER: 00299120005, 00299680008, 00299480004, 00299560005, 00299920001, 00301320007,
00300880001, 00299800008, 00300800007,00299440002, 00301800006. 1 1 C
Xl. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
11.01 Seller and Purchaser represent and warrant the following:
11.011 Seller and Purchaser have full right and authority to enter into and to
execute this Agreement and to undertake all actions and to perform all tasks
required of each hereunder. Seller is not presently the subject of a pending.
threatened or contemplated bankruptcy proceeding. Seller further represents
the Properties is free from any and all occupants, tenants, and other persons
or entities claiming possession of the Properties at the time of closing. This
provision shall survive closing.
11.012 Seller has full right, power, and authority to own and operate the
Properties, and to execute, deliver, and perform its obligations under this
Agreement and the instruments executed in connection herewith, and to
consummate the transaction contemplated hereby. All necessary
authorizations and approvals have been obtained authorizing Seller and
Purchaser to execute and consummate the transaction contemplated hereby.
At Closing, certified copies of such approvals shall be delivered to Purchaser
and/or Seller, if necessary.
11.013 The warranties set forth in this paragraph shall be true on the date of
this Agreement and as of the date of Closing. Purchaser's acceptance of a
deed to the said Properties shall not be deemed to be full performance and
discharge of every agreement and obligation on the part of the Seller to be
performed pursuant to the provisions of this Agreement.
11.014 Seller represents that it has no knowledge of any actions. suits, claims.
proceedings, litigation or investigations pending or threatened against Seller. at
law, equity or in arbitration before or by any federal, state, municipal or other
governmental instrumentality that relate to this agreement or any other
property that could, if continued, adversely affect Seller's ability to sell the
Properties to Purchaser according to the terms of this Agreement.
11.015 No party or person other than Purchaser has any right or option to
acquire the Properties or any portion thereof.
11.016 Until the date fixed for Closing, so long as this Agreement remains in
force and effect, Seller shall not encumber or convey any portion of the
Properties or any rights therein, nor enter into any agreements granting any
person or entity any rights with respect to the Properties or any part thereof,
without first obtaining the written consent of Purchaser to such conveyance,
CC Agreement 02/12/2024 Page 8 of 18
CONSERVATION COLLIER
TAX ID NUMBER' 00299120005, 00299680008, 00299480004. 00299560005, 00299920001. 00301320007, 1 1
00300880001. 00299800008. 00300800007,00299440002,00301800006.
encumbrance, or agreement which consent may be withheld by Purchaser for
any reason whatsoever.
11.017 Seller represents that they have (it has) no knowledge that there is or
ever has been incinerators, septic tanks with the exception of the septic tank
located within the NW quadrant of Parcel #6, or cesspools on the Properties:
all waste with the exception of the identified septic tank, if any, is discharged
into a public sanitary sewer system; Seller represents that they have (it has) no
knowledge that any pollutants are or have been discharged from the
Properties, directly or indirectly into any body of water. Seller represents that
to their knowledge, except for lead release from two shooting berms and, to a
lesser extent, the five covered shooting areas and the legal application of
agrichemicals associated with the historical plant nursery operation in the
northern position of the property, the Properties has not been used for the
production, handling, storage, transportation, manufacture, or disposal of
hazardous or toxic substances or wastes, as such terms are defined in
applicable laws and regulations, or any other activity that would have toxic
results, and no such hazardous or toxic substances are currently used in
connection with the operation of the Properties, and there is no proceeding or
inquiry by any authority with respect thereto. Seller represents that they have
(it has) no knowledge that there is ground water contamination on the
Properties or potential of ground water contamination from neighboring
properties. Seller represents that they have (it has) no knowledge that there is
or ever has been any storage tanks for gasoline, or any other substances are
or were located on the Properties at any time during or prior to Seller's
ownership thereof. Seller represents that they have (it has) no knowledge that
any part of the Properties has ever been used as a sanitary landfill.
11.018 Seller has no knowledge that the Properties and Seller's operations
concerning the Properties are in violation of any applicable Federal, State or
local statute, law or regulation, or of any notice from any governmental body
has been served upon Seller claiming any violation of any law, ordinance, code
or regulation or requiring or calling attention to the need for any work, repairs,
construction, alterations or installation on or in connection with the Properties
in order to comply with any laws, ordinances, codes or regulation with which
Seller has not complied.
11.019 Seller has no knowledge of unrecorded leases, licenses or other
possessory interests, restrictions, easements, or rights of way (other than
existing zoning regulations) that restrict or affect the use of the Properties, and
there are no maintenance, construction, advertising, management, leasing,
employment, service, or other contracts affecting the Properties.
CC Agreement 02/12/2024 Page 9 of 18
GPI
CONSERVATION COLLIER
TAX ID NUMBER: 00299120005. 00299680008, 00299480004,00299560005, 00299920001,00301320007,
00300880001, 00299800008,00300800007,00299440002,00301800006.
11.020 Seller has no knowledge that there are any suits, actions or arbitration,
bond issuances or proposals therefor, proposals for public improvement
assessments, pay-back agreements, paving agreements, road expansion or
improvement agreements, utility moratoriums, use moratoriums, improvement
moratoriums, administrative or other proceedings or governmental
investigations or requirements, formal or informal, existing or pending or
threatened which affects the Properties or which adversely affects Seller's
ability to perform hereunder; nor is there any other charge or expense upon
or related to the Properties which has not been disclosed to Purchaser in
writing prior to the effective date of this Agreement. This provision shall survive
the closing.
11.021 Seller acknowledges and agrees that Purchaser is entering into this
Agreement based upon Seller's representations stated above and on the
understanding that Seller will not cause the zoning or physical condition of the
Properties to change from its existing state on the effective date of this
Agreement up to and including the Date of Closing. Therefore, Seller agrees
not to enter into any contracts or agreements pertaining to or affecting the
Properties and not to do any act or omit to perform any act which would
change the zoning or physical condition of the Properties or the governmental
ordinances or laws governing same. Seller also agrees to notify Purchaser
promptly of any change in the facts contained in the foregoing representations
and of any notice or proposed change in the zoning, or any other action or
notice, that may be proposed or promulgated by any third parties or any
governmental authorities having jurisdiction of the development of the property
which may restrict or change any other condition of the Properties.
11,022 At the Closing, Seller shall deliver to Purchaser a statement
(hereinafter called the "Closing Representative Statement") reasserting the
foregoing representations as of the Date of Closing, which provisions shall
survive the Closing.
11.023 Seller represents, warrants and agrees to indemnify, reimburse, defend
and hold Purchaser harmless from any and all costs (including attorney's fees)
asserted against, imposed on or incurred by Purchaser, directly or indirectly,
pursuant to or in connection with the application of any federal, state, local or
common law relating to pollution or protection of the environment which shall
be in accordance with, but not limited to, the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601,
et seq., ("CERCLA" or "Superfund"), which was amended and upgraded by the
Superfund Amendment and Reauthorization Act of 1986 ("SARA"), including
any amendments or successor in function to these acts. This provision and
the rights of Purchaser, hereunder, shall survive Closing and are not deemed
satisfied by conveyance of title.
CC Agreement 02/12/2024 Page 10 of 18
CAn
TAX ID NUMBER: 00299120005. 00299680008, 00299480004. 00299560005, 00299920001, 00301320007,
00300880001,00299800008, 00300800007, 00299440002,00301800006.
11.024 Any loss and/or damage to the Properties between the date of this
Agreement and the date of Closing shall be Seller's sole risk and expense.
XII. NOTICES
12.01 Any notice, request, demand, instruction, or other communication to be
given to either party hereunder shall be in writing, sent by facsimile with
automated confirmation of receipt, or by registered, or certified mail, return receipt
requested, postage prepaid, and with notification to the other Party sent via email
containing the tracking number and/or fax number (if applicable) of such notice,
addressed as follows:
If to Purchaser: Summer Araque, Coordinator
Conservation Collier Program
Collier County Parks and Recreation Division
Public Services Department
Golden Gate Community Park
3300 Santa Barbara Blvd.
Naples, Florida 34116
Email: Summer.Araque@colliercountyfl.gov
With a copy to: Attn: Vera Ivanova
Collier County Real Property Management
3335 Tamiami Trail East, Suite 102
Naples, Florida 34112
Telephone number: 239-252-7609
Fax number: 239-252-8876
Email: vera.ivanova@colliercountyfl.gov
If to Seller: Miguel Castillo, Manager
Symphony Properties LLC
C/O South Dakota Trust Company
204 S Phillips Ave, Suite 200
Siox Falls, SD 57104-6449
Telephone number: 239-734-3838
Email: miguel@fabelafamily.com
With a copy to: Joseph A.Davidow
Wills & Davidow, L.L.C.
9015 Strada Stell Ct, Suite 106
Naples, FL 34109
CC Agreement 02/12/2024 Page 11 of 18
GPI
CONSERVATION COLLIER 1 C
TAX ID NUMBER: 00299120005, 00299680008, 00299480004,00299560005, 00299920001. 00301320007,.
00300880001, 00299800008,00300800007, 00299440002, 00301800006.
Telephone number: 239-465-0531
Email: jdavidow@willisdavidow.com
12.02 The addressees and numbers for the purpose of this Article may be
changed by either party by giving written notice of such change to the other party
in the manner provided herein. For the purpose of changing such addresses or
addressees only, unless and until such written notice is received, the last
addressee and respective address stated herein shall be deemed to continue in
effect for all purposes.
XIII. REAL ESTATE BROKERS
13.01 Any and all brokerage commissions or fees shall be the sole responsibility
of the Seller. Seller shall indemnify Purchaser and hold Purchaser harmless from
and against any claim or liability for commission or fees to any broker or any other
person or party claiming to have been engaged by Seller as a real estate broker,
salesman or representative, in connection with this Agreement. Seller agrees to
pay any and all commissions or fees at closing pursuant to the terms of a separate
agreement, if any.
XIV. MISCELLANEOUS
14.01 This Agreement may be executed in any manner of counterparts which
together shall constitute the agreement of the parties.
14.02 This Agreement and the terms and provisions hereof shall be effective as of
the date this Agreement is executed by both parties and shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs, executors,
personal representatives, successors. successor trustee, and assignees
whenever the context so requires or admits.
14.03 Any amendment to this Agreement shall not bind any of the parties hereof
unless such amendment is in writing and executed and dated by Purchaser and
Seller. Any amendment to this Agreement shall be binding upon Purchaser and
Seller as soon as it has been executed by both parties.
14.04 Captions and section headings contained in this Agreement are for
convenience and reference only; in no way do they define, describe, extend, or
limit the scope or intent of this Agreement or any provisions hereof.
CC Agreement 02/12/2024 Page 12 of 18
GP0
CONSERVATION COLLIER 1 1 V
TAX ID NUMBER: 00299120005, 00299680008, 00299480004,00299560005. 00299920001. 00301320007,
00300880001,00299800008.00300800007, 00299440002, 00301800006.
14.05 All terms and words used in this Agreement, regardless of the number and
gender in which used, shall be deemed to include any other gender or number as
the context or the use thereof may require.
14.06 No waiver of any provision of this Agreement shall be effective unless it is in
writing signed by the party against whom it is asserted, and any waiver of any
provision of this Agreement shall be applicable only to the specific instance to
which it is related and shall not be deemed to be a continuing or future waiver as
to such provision or a waiver as to any other provision.
14.07 If any date specified in this Agreement falls on a Saturday, Sunday, or legal
holiday, then the date to which such reference is made shall be extended to the
next succeeding business day.
14.08 Seller is aware of and understands that the "offer" to purchase represented
by this Agreement is subject to acceptance and approval by the Board of County
Commissioners of Collier County, Florida.
14.09 If the Seller holds the Properties in the form of a partnership, limited
partnership, corporation, trust, or any form of representative capacity whatsoever
for others, Seller shall make a written public disclosure, according to Chapter 286,
Florida Statutes, under oath. of the name and address of every person having a
beneficial interest in the Properties before Properties held in such capacity is
conveyed to Collier County. (If the corporation is registered with the Federal
Securities Exchange Commission or registered pursuant to Chapter 517, Florida
Statutes, whose stock is for sale to the general public, it is hereby exempt from the
provisions of Chapter 286, Florida Statutes.)
14.10 This Agreement is governed and construed in accordance with the laws
of the State of Florida.
XV. ENTIRE AGREEMENT
15.01 This Agreement and the exhibits attached hereto contain the entire
agreement between the parties, and no promise, representation, warranty, or
covenant not included in this Agreement, or any such referenced agreements has
been or is being relied upon by either party. No modification or amendment of this
Agreement shall be of any force or effect unless made in writing and executed and
dated by both Purchaser and Seller. Time is of the essence of this Agreement.
XVI. ACKNOWLEDGMENT OF POTENTIAL FUTURE USE
16.01 Any development rights or credits available on the Properties are
CC Agreement 02/12/2024 Page 13 of 18
CONSERVATION COLLIER
TAX ID NUMBER 00299120005, 00299680008, 00299480004, 00299560005,00299920001, 00301320007, 1 1 C
00300880001, 00299800008,00300800007,00299440002,00301800006.
relinquished by the Seller and conveyed to the Purchaser at closing as part of the
sale of the Properties.
16.02 Seller and Purchaser acknowledge and agree that any portion of the
Properties may be used for public road right of way and roadway related
improvements, including, but not limited to, stormwater and utility improvements, at
the sole discretion of Purchaser.
IN WITNESS WHEREOF, the parties hereto have signed below.
Dated Project/Acquisition Approved by BCC: /0/22492
AS TO PURCHASER:
ATTEST:
CRYSTAL K. KINZEL, Clerk of the BOARD OF COUNTY COMMISSIONERS
Circuit Court and Comptroller COLLIER COUNTY, FLORIDA
'•;? • 6,St t�-1 � a. By:
ep � 7,44.
ClerkChn all Chairman
• , ) Attest as'tPChaitrY n'
s
k signature only
REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK
CC Agreement 02/12/2024 Page 14 of 18
(GPs°
CONSERVATION COLLIER 11 C
TAX ID NUMBER: 00299120005,00299680008, 00299480004,00299560005,00299920001.00301320007,
00300880001,00299800008, 00300800007,00299440002, 00301800006.
AS TO SELLER:
DATED: kCit Mr
By:
MI I Castill , Manager
behalf of Symphony Properties LLC,
a Delaware limited liability company,
do South Dakota Trust Company
Approved a t for d lega
S Ily A. ,Assistant County Attorney
4
CC Agreement 02/12/2024 Page 15 of 18
CAO
0
CONSERVATION COLLIER
TAX ID NUMBER: 00299120005, 00299680008,00299480004.00299560005, 00299920001,00301320007,
00300880001,00299800008,00300800007,00299440002,00301800006.
EXHIBIT "A"
Parcel #1
PROPERTY IDENTIFICATION NUMBER 00299120005
The East '/2 of the Southeast '/ of the Northeast '/ of the Southwest '/4 and the West '/2 of the
Southwest 1/4 of the Northwest '/4 of the Southeast 1/4 of Section 13, Township 49 South, Range
27 East, Collier County Florida
10 Acres
Parcel #2
PROPERTY IDENTIFICATION NUMBER 00299680008
The Southwest % of the Southwest '/4 of the Southeast '/4 and the West 1/2 of the Southeast1/4
of the Southwest '/4 of the Southeast '/4 of Section 13. Township 49 South, Range 27 East,
Collier County, Florida; together with a 25% interest in mineral rights on said property:
15 Acres
Parcel #3
PROPERTY IDENTIFICATION NUMBER 00299480004
The NW'/4 of the SW Y4 of the SE '/4 and the W'/z of the NE ' of the SW'/ of the SE % of
Section 13, Township 49 South, Range 27 East, together with 100% interest in oil, gas and
mineral rights on said property, Collier County, Florida
15 Acres
Parcel #4
PROPERTY IDENTIFICATION NUMBER 00299560005
The East '/z of the Southeast '/4 of the Southwest 1/4 of Southeast ' of Section 13, Township 49
South, Range 27 East, together with 25% interest in mineral rights on said property, Collier
County, Florida
5 Acres
CC Agreement 02/1212024 Page 16 of 18
P.0
G
CONSERVATION COLLIER
TAX ID NUMBER: 00299120005, 00299680008, 00299480004, 00299560005,00299920001, 00301320007, 1 1 C
00300880001,00299800008, 00300800007,00299440002,00301800006.
Parcel #5
PROPERTY IDENTIFICATION NUMBER 00299920001
The West '/2 of the Southwest '/4 of the Southeast '/4 of the Southeast '/ of Section 13,
Township 49 South, Range 27 East, together with all the oil, gas and mineral rights now owned
by the Grantor amounting to not less than 25%, Collier County, Florida
5 Acres
Parcel #6
PROPERTY IDENTIFICATION NUMBER 00301320007
The Southeast '/4 of the Northwest '/4 of Section 13, Township 49 South, Range 27 East, Collier
County, Florida
40 Acres
Parcel #7
PROPERTY IDENTIFICATION NUMBER 00300880001
The East '/2 of the Northwest of the Northeast '/4 of the Southwest Xi and the Northeast 'A of
the Northeast '/ of the Southwest '/4 of Section 13. Township 49 South, Range 27 East,
together with all the oil, gas and mineral rights now owned by the Grantor amounting to not less
than 25%, Collier County, Florida
15 Acres
Parcel #8
PROPERTY IDENTIFICATION NUMBER 00299800008
The East '/z of the Northwest '/4 of the Northwest %4 of the Southeast '/4 of Section 13, Township
49 South, Range 27 East, Collier County. Florida
5 Acres
CC Agreement 02/12/2024 Page 17 of 18
t(TO)
1�
CONSERVATION COLLIER 1 1 C
TAX ID NUMBER: 00299120005, 00299680008. 00299480004, 00299560005, 00299920001,00301320007,
00300880001, 00299800008.00300800007,00299440002, 00301800006.
Parcel #9
PROPERTY IDENTIFICATION NUMBER 00300800007
The East'/2 of the SW '/4 of the NW '/% of the SE '/ and the West '/2 of the SE '/4 of the NW IA of
the SE '/2 of Section 13, Township 49 South, Range 27 East, being and situated in Collier
County, Florida
10 Acres
Parcel #10
PROPERTY IDENTIFICATION NUMBER 00299440002
The Northeast one-quarter (1/4) of the Northwest one-quarter (1/4) of the Southeast one/quarter
(1/4) of Section 13, Township 49 South, Range 27 East, Collier County, Florida
10 Acres
Parcel #11
PROPERTY IDENTIFICATION NUMBER 00301800006
The North '/2 of the Northeast 1/4 of the Southeast '/4 of Section 13, Township 49 South, Range
27 East. Collier County Florida
20 Acres
CC Agreement 02/12/2024 Page 18 of 18
cp0
Agenda Item #: 11 C Purchase of 150 Acres from Symphony Properties for
October 22, 2024
Conservation Collier I I
Name: Address/Phone:
dress/Phone:
S S G / o t Av
Ceding Time To: /v 3 c/ / V
PLEASE PRINT CLEARLY
COLLIER COUNTY ORDINANCE NO.2003-53,AS AMENDED BY ORDINANCE 2004-05 AND 2007-24,REQUIRES THAT ALL LOBBYIST SHALL,BEFORE ENGAGING IN ANY
LOBBYING ACTIVITIES(INCLUDING,BUT NOT LIMITED TO,ADDRESSING THE BOARD OF COUNTY COMMISSIONERS),REGISTER WITH THE CLERK TO THE BOARD AT
THE BOARD MINUTES AND RECORDS DEPARTMENT
YOU ARE LIMITED TO THREE (3) MINUTES FOR YOUR COMMENTS AND ARE TO ADDRESS ONLY THE CHAIR
PUBLIC COMMENT IS NOT INTENDED TO BE A FORUM FOR SELF-PROMOTION. PUBLIC COMMENT SPEAKERS WHO ENGAGE IN ADVERTISING THEIR
BUSINESS,PERSONAL POLITICKING OR OTHER FORMS OF SELF-PROMOTION WILL BE ASKED TO LEAVE THE PODIUM
PLACE COMPLETED FORM ON THE TABLE TO THE LEFT OF THE DAIS