Agenda 04/08/2025 Item #16A 6 (1st Amendment to the Sale & Purchase Agreement for the Symphony Properties, LLC, extending the due diligence period w/closing deadline)4/8/2025
Item # 16.A.6
ID# 2025-796
Executive Summary
Recommendation to approve First Amendment to the Agreement for Sale and Purchase for the Symphony Properties,
LLC, to extend the due diligence period to August 18, 2025, and the closing date deadline to October 17, 2025, or within
thirty days of the Purchaser's receipt of all closing documents, whichever is later, to provide additional time for the
County to complete the environmental investigations of the properties.
OBJECTIVE: To extend the due diligence period to August 18, 2025, and the closing date deadline to October 17,
2025, or within thirty days of the purchaser's receipt of all closing documents, whichever is later, to provide additional
time for the County to complete the environmental investigations of the properties.
CONSIDERATIONS: On October 22, 2024, as Agenda Item No. 11 C., the Agreement for the Sale and Purchase
("Agreement") was approved by the Board of County Commissioners (Board). The Agreement allowed the County to
purchase 150 acres in North Belle Meade under the Conservation Collier Program.
Section 5.01 of the Sales Agreement gives the County 180 days to determine through investigation whether:
1. Soil tests and engineering studies indicate that the Symphony Properties (Properties) can be developed without
any abnormal demucking, soil stabilization, or foundations.
2. There are no abnormal drainage or environmental requirements for the Properties.
3. The Properties are in compliance with all applicable State and Federal environmental laws, and the Properties
are free from any pollution or contamination.
4. The Properties can be utilized for their intended use and purpose in the Conservation Collier program.
Prior to Board approval of the Agreement, Collier County Capital Project, Planning, Impact Fees, and Program
Management Division's Pollution Control Section completed a Phase I Environmental Site Assessment Report (ESA),
dated December 4, 2023. After Board approval of the Agreement, the County engaged GFA International, Inc. to
conduct a Phase II ESA based on the results and recommendations outlined in the Phase I ESA.
On January 31, 2025, GFA International, Inc. submitted the completed Phase II ESA, which indicates an area of the
property that contains lead levels in the soil that exceed the Florida Department of Environmental Protection limits.
Although groundwater sampling was included within the scope of the Phase II ESA, GFA International, Inc. was unable
to drill a temporary groundwater sampling well within the vicinity of the contaminated soil due to a very hard chert layer
that was impenetrable with the probe drill specified in the scope of work associated with the Phase II ESA. The County
is now engaging GFA International, Inc. to drill a permanent monitoring well utilizing a drill rig capable of penetrating
the very hard chert layer to evaluate groundwater quality at this location. Should groundwater contamination be
identified through sampling this permanent well, additional groundwater testing will be required to identify the extent of
the groundwater contamination.
The Inspection Period expires on April 20, 2025; however, the County needs additional time to complete the
groundwater testing and any potential additional testing to determine the extent of environmental remediation required
by the Seller as a condition of sale. The Agreement allows the parties to extend the Inspection Period upon mutual
Agreement, and accordingly, an extension to August 18, 2025, is being proposed. The Board may terminate at any time
during the mutually agreed-upon Inspection Period.
The current closing date deadline is June 19, 2025, or within thirty days of the Purchaser's receipt of all closing
documents, whichever is later; however, an extended Inspection Period may require additional time to close. The
Agreement allows the parties to extend the closing deadline date upon mutual Agreement. Accordingly, an extension to
October 17, 2025, or within thirty days of the Purchaser's receipt of all closing documents, whichever is later, is being
proposed.
If the Board decides not to approve the proposed extensions, it may terminate the Agreement for any reason without
penalty before April 20, 2025. Otherwise, closing would occur by June 19, 2025, or within thirty days of the Purchaser's
receipt of all closing documents, whichever is later.
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4/8/2025
Item # 16.A.6
ID# 2025-796
This item is consistent with the Collier County strategic plan to preserve and enhance the character of our community
and to protect our natural resources.
FISCAL IMPACT: Well installation and groundwater sampling within the Symphony Properties will cost $7,548.
Funds are available within the Conservation Collier Trust Fund (1061).
GROWTH MANAGEMENT IMPACT: Fee simple acquisition of conservation lands is consistent with and supports
Policy 1.3.1(e) in the Conservation and Coastal Management Element of the Collier County Growth Management Plan.
LEGAL CONSIDERATIONS: This item has been reviewed for form and legality and requires a majority vote for
Board action. -SAA
RECOMMENDATIONS: To approve the First Amendment to the Agreement for Sale and Purchase of the Symphony
Properties, LLC, Property to extend the due diligence period to August 18, 2025, and the closing date deadline to
October 17, 2025, or within thirty days of the Purchaser's receipt of all closing documents, whichever is later, to provide
additional time for the County to complete the environmental investigations of the property.
PREPARED BY: Melissa Hennig, Environmental Specialist I, Conservation Collier, Development Review Division
ATTACHMENTS:
1. Symphony Agreement 10_22_2024 Item 11C
2. First Amendment to Agreement For Sale and Purchase
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TAX lD NU[TBERS: 00299120005, 0029S680008. 00299480004, 00299560005, 00293920001 , 00301320007, 00300880001 ,
00299800008, 00300800007, 00299440002, 00301800006.
FIRST AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE
THIS FIRST AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE is made and CNIETCd
into this 2G day ot 2025 ("Effective Date") by and between Symphony
Properties LLC, a Delaware Iimited 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"), collectively
known as "the Pa rties."
WITNESSETH
WHEREAS, the Parties entered into that certain Agreement for Sale and Purchase dated October
22, ZO24 (the "Original Agreement"), regarding the sale of eleven parcels of real property
described in Exhibit A of the original Agreement (the "Property");
WHEREAS, the Original Agreement provided for a due diligence period (the "lnspection Period")
during which the Purchaser was entitled to conduct investigations, inspections, and reviews
related to the Property;
WHEREAS, the Original Agreement allows for an extension of the lnspection Period, which ends
on April 20,2025, and the Closing date deadline which falls within two hundred forty days
following the execution of the Agreement by Purchaser ending on June 19, 2025, or within thirty
days of Purchaser's receipt of all closing documents, whichever is later;
WHEREAS, Seller is amenable to an extension of the due diligence period and Closing Date
Deadline subject to certain caveats;
WHEREAS, the Original Agreement allows for further extension of the inspection period by
mutual agreement ofthe Parties, and the Parties wish to extend the lnspection Period to provlde
additional time for the county's environmental consultant to collect, analyze, and evaluate
environmental data thoroughly and, if necessary, develop a plan of action based on the findings.
NOW, THEREFORE, for and in consideration ofthe mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. Extension of Due Diligence Period
The lnspection Period in Section V. ofthe OriginalAgreement shall be extended by an additional
120 days, commencing on April 20, 2025, and ending on August 18, 2025, unless extended by
mutual written Agreement of the parties hereto
2. Extension of the Closing date deadline
oYo
Symphony Properties LtC- First Amendmentto Agreement for Sale and Purchase
1,
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The Closing date deadline in Section lll. of the Original Agreement shall be extended by an
additional 120 days, commencing on June 19, 2025, and ending on October L7, 2025, or within
thirty days of Purchaser's receipt of all closing documents, whichever is later, unless extended by
mutualwritten Agreement of the parties hereto.
3. No Other Modifications
Except as expressly set forth herein, all other terms, conditions, and provisions of the Original
Agreement shall remain in full force and effect.
lN WITNESS WHEREOF, the Parties have executed this Addendum as of the date first written
above.
ATTEST:
CRYSTAL K. KINZEL, CLERK
By:
, Deputy Clerk
AS TO SELLER
DATED:
Approved as form and legality:
BOARD OF COUNW COMMISSIONERS
COLLIER COUNTY, FLORIDA
BURT L. SAUNDERS, CHAIRMAN
Symphony Properties LLC,
a Delaware limited liability company,
c/o South Da T
Print Name: Mtgqel Castillo
Title:_Manager
By
Sally Ashkar
Assistant County Attomey
ffi,/
2
Symphony Properties LLC- First Amendment to A8reement for Sale and purchase
TAX lD NUMBERS: 002991 20005, 00299680008. 00299480004, 00299560005. 00299920001 , 00301 320007, 00300880001 ,
00299800008, 00300800007, 00299440002, 00301 800006.
Ca.
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