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Symphony Properties, LLC CONSERVATION COLLIER TAX ID NUMBER:00299120005, 00299680008, 00299480004,00299560005,00299920001, 00301320007, 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 cPn CONSERVATION COLLIER 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 he 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 of 18 \Cf2,()). CONSERVATION COLLIER 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 ICAC CONSERVATION COLLIER TAX ID NUMBER: 00299120005, 00299680008, 00299480004, 00299560005,00299920001, 00301320007. 00300880001,00299800008,00300800007,00299440002, 00301800006. 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 Ga0 CONSERVATION COLLIER TAX ID NUMBER:00299120005.00299680008, 00299480004.00299560005, 00299920001, 00301320007, 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. 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 cps© CONSERVATION COLLIER TAX 10 NUMBER: 00299120005, 00299680008, 00299480004, 00299560005,00299920001, 00301320007, 00300880001,00299800008, 00300800007, 00299440002,00301800006. 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 UN() CONSERVATION COLLIER TAX ID NUMBER.00299120005, 00299680008, 00299480004,00299560005, 00299920001. 00301320007, 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 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 C CONSERVATION COLLIER 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 lvanova 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 CIO 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 Steil Ct, Suite 106 Naples, FL 34109 CC Agreement 02/12/2024 Page 11 of 18 PO CONSERVATION COLLIER 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 0,© CONSERVATION COLLIER 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 71- p,0 CONSERVATION COLLIER TAX ID NUMBER 00299120005, 00299680008. 00299480004, 00299560005. 00299920001, 00301320007, 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: /W�22/2(21 AS TO PURCHASER: ATTEST: CRYSTAL K. KINZEL, Clerk of the BOARD OF COUNTY COMMISSIONERS Circuit Court and Comptroller COLLIER COUNTY, FLORIDA r. °6.,s L.-1-c IA_ \I../ By: 1141614 Attest as'tPFP-t1 Clerk Chn all, Chairman signature only REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK CC Agreement 02/12/2024 Page 14 of 18 GPI CONSERVATION COWER TAX ID NUMBER:00299120005, 00299680008, 00299480004, 00299560005.00299920001, 00301320007, 00300880001,00299800008, 00300800007, 00299440002, 00301800006. AS TO SELLER: DATED: 0(6\ VA\ W 1,(4 By: MI I Castill , Manager behalf of Symphony Properties LLC, a Delaware limited liability company, c/o South Dakota Trust Company : : t ,t::ssta ::n,:At,orne7 ppred a d y \ie CC Agreement 02/12/2024 Page 15 of 18 GAO 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 'A of the Southeast '/ of the Northeast % of the Southwest '/ and the West '/ of the Southwest '/4 of the Northwest IA 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 1/4 of the Southwest IA of the Southeast IA and the West 'A 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 'A of the SW 1/4 of the SE and the W 'A of the NE '/4 of the SW '/ of the SE 1/4 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 '/2 of the Southeast %4 of the Southwest '/4 of Southeast '/4 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 02/1 212 024 Page 16 of 18 cp0 CONSERVATION COLLIER TAX ID NUMBER: 00299120005, 00299680008, 00299480004, 00299560005, 00299920001, 00301320007. 00300880001,00299800008, 00300800007, 00299440002,00301800006. Parcel #5 PROPERTY IDENTIFICATION NUMBER 00299920001 The West '/2 of the Southwest Y of the Southeast IA of the Southeast 'A 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 'A of the Northwest 'A 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 'A of the Northeast 'A of the Southwest '/4 and the Northeast 'A of the Northeast 'A of the Southwest IA 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 '/2 of the Northwest 'A of the Northwest 'A of the Southeast 'A of Section 13, Township 49 South, Range 27 East. Collier County, Florida 5 Acres CC Agreement 02/1212024 Page 17 of 18 GPO CONSERVATION COLLIER TAX ID NUMBER: 00299120005. 00299680008. 00299480004,00299560005, 00299920001. 00301320007, 00300880001, 00299800008.00300800007,00299440002, 00301800006. Parcel #9 PROPERTY IDENTIFICATION NUMBER 00300800007 The East IA of the SW % of the NW IA of the SE '/ and the West 'A of the SE Y4 of the NW% of the SE % 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 1/2 of the Northeast '/ 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 GPI