Fourth Amendment to Agreement - For Sale and Purchase - Williams Farms TAX ID NUMBERS:00057320005;00072520000.00113600106;00132680107;00132720009;00132640008;00114160001;
00113600009;00113560000:00131760002;00131720000;00132680000
FOURTH AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE
THIS FOURTH AMENDMENT TO AGREEMENT TO SALE AND PURCHASE ("Fourth
Amendment") is made and entered into on this ZZ"`I day of At96 9 , 2025 (the "Effective
Date") by and between James E. Williams, Jr. GST — Exempt Estate Tax Sheltered Trust
u/a/d 8/13/1993, James E. Williams Jr. Non-Exempt Estate Tax Sheltered Trust u/a/d
08/13/93, Williams Farms of Immokalee, Inc. a Florida Corporation,and The Williams Farms
Land Assets, LLC (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 Parties."
WITNESSETH
WHEREAS, the Parties entered into that certain Agreement for Sale and Purchase dated May 28,
2024 (the "Original Agreement") as previously amended by the First Amendment to Agreement
to Sale and Purchase ("First Amendment")dated February 11, 2025, and the Second Amendment
to Agreement to Sale and Purchase ("Second Amendment")dated March 19, 2025,and the Third
Amendment to Agreement to Sale and Purchase ("Third Amendment") dated April 8, 2025,
(collectively referred to herein as the "Agreement"), regarding the sale of twelve 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 "Inspection Period")
during which the Purchaser was entitled to conduct investigations, inspections, and reviews
related to the Property;
WHEREAS, the Original Agreement allowed for an administrative extension of the Inspection
Period for an additional ninety (90) days, which has been administratively invoked with the
Inspection Period ending on February 22, 2025, which Inspection Period has been further
extended to March 26, 2025, pursuant to the First Amendment and April 9, 2025, pursuant to
the Second Amendment, which Inspection Period has been further extended to April 23, 2025,
pursuant to the Third Amendment
WHEREAS, the Parties wish to further amend the Agreement in accordance with the terms and
conditions of this Fourth Amendment.
NOW, THEREFORE,for and in consideration of the 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. Waiver of Inspection Period.
The Purchaser hereby waives the Inspection Period in Section V. of the Original Agreement, as
previously amended by the First Amendment, Second Amendment, and Third Amendment. For
all purposes, the Inspection Period is terminated and Purchaser shall have no further right to
terminate the Agreement under the Inspection Period. The Purchaser agrees and acknowledges
Williams Reserve—Fourth Amendment to Purchase and Sale Agreement 1
DRAFT AS OF 4/22/2025
TAX ID NUMBERS;00057320005;00072520000;00113600106;00132680107;00132720009;00132640008;00114160001;
00113600009;00113560000;00131760002;00131720000;00132680000
that the Purchaser has concluded all investigations of the Property and is satisfied with the same,
subject only to the Seller's express obligations set forth in this Fourth Amendment.
2. Waiver of Environmental Representations and Indemnification.
The Purchaser hereby waives any and all of Seller's representations, warranties and
indemnification obligations in any way related to any environmental conditions on the Property,
including without limitation, the representations contained within Section 10.017 and the
indemnification obligations in Section 10.023 of the Original Agreement. In furtherance thereof,
Section 10.017 and Section 10.023 are hereby deleted in their entirety, and Seller's sole
obligations in connection with any environmental conditions on the Property are set forth below.
3. Environmental Testing and Remediation.
(a) Soils and Groundwater Testing:In consideration of the terms and conditions of this Fourth
Amendment, the parties agree and acknowledge that the Seller shall conduct any and all
additional assessments and investigations of those areas expressly shown and as described in
Exhibit "A" attached hereto and incorporated herein by reference ("Environmental Areas").
Seller shall have the sole right to determine what additional testing may be necessary in
connection with the soils and groundwater in the Environmental Areas, including any additional
testing as may be determined necessary by Seller's consultants to determine the extent and
boundary of any contamination in such Environmental Areas. Purchaser and Purchaser's
consultants shall have no input, review or approval rights in connection with any such testing,all
of which shall be completed by Seller and Seller's consultants, at Seller's cost and expense.
Notwithstanding the foregoing, Purchaser shall cause its consultants to deliver to Seller and
Seller's consultant, copies of any and all reports, data, drawings, coordinates, and all other
information relating to the Property obtained by or generated by Purchaser or Purchaser's
consultant in anyway relating to any environmental concerns on the Property, including without
limitation the Environmental Areas. Purchaser shall cause all such information to be delivered
within ten(10)days following the execution of this Fourth Amendment,and shall certify,or cause
its consultants to certify, that all such information is true and correct and has been delivered to
Seller in accordance herewith.
(b) Remediation Protocol and Estimated Costs.
(i) Upon completion of all testing set forth above and receipt of the reports
associated with such testing, Seller's consultants shall determine if any remediation may be
necessary on the Property based on such results to reduce the levels of soil contamination below
State residential clean up target levels(R-SCTL5)for the identified areas,and reduce groundwater
contamination to below State groundwater clean up target levels(GCTLs)for the identified areas.
The remediation protocol shall be determined by Seller's consultants, and neither Purchaser nor
Purchaser's consultants, shall have any input, review or approval rights in connection with such
remediation protocols; provided such remediation protocols shall not include institutional
controls or recorded declarations restricting the use of the remediated areas.
2
Williams Reserve—Fourth Amendment to Purchase and Sale Agreement
DRAFT AS OF 4/22/2025
TAX ID NUMBERS:00057320005;00072520000;00113600106;00132680107;00132720009;00132640008;00114160001;
00113600009;00113560000;00131760002;00131720000;00132680000
(ii) Seller's consultants shall provide an estimate of costs and expenses for any such
required remediation. Upon receipt of such estimated costs,Seller shall determine if Seller elects
to conduct such remediation at Seller's cost and expense. Seller shall provide written notification
to Purchaser of its election to conduct such remediation or its election not to conduct such
remediation and at such time, shall provide Purchaser a copy of the remediation protocol and
estimated costs. If Seller elects to conduct such remediation, Purchaser shall have no further
right to terminate the Agreement,as modified hereby,except in the event Seller fails to complete
the remediation to the standards set forth herein. If Seller elects not to conduct such
remediation, the Original Agreement shall automatically terminate and shall be considered null
and void with no further rights or obligations thereunder for either party.
(c) If Seller elects to conduct such remediation, upon completion of the remediation, Seller
shall deliver lab results indicating the soils and groundwater are below the State target clean up
levels as set forth above,along with a report from Seller's consultant verifying the same. Seller's
sole obligation in connection with the remediation shall be to deliver the lab results and report
as set forth above, and in no event shall Purchaser have any right to object to the findings
indicated in such lab reports or Seller's consultant's report. In the event Seller is unable to
complete the remediation to bring the soils and/or groundwater below the State target clean-up
levels set forth above, Seller may elect to discontinue any further remediation. In such event,
Seller shall provide Purchaser with written notification thereof, and the Original Agreement shall
automatically terminate and shall be considered null and void with no further rights or
obligations thereunder for either party. For avoidance of doubt, if Seller completes the
remediation in accordance herewith and to the standards expressly set forth herein, Purchaser
shall have no right to terminate the Agreement and shall be unconditionally bound to proceed to
closing.
(d) As further consideration for Seller's agreements under this Fourth Amendment, including
the remediation of the Property at Seller's expense, if applicable, upon Seller's notice to
Purchaser that Seller elects to complete the remediation,the liquidated damages as set forth in
Section 9.02 for Purchaser's default shall automatically increase to Five Hundred Thousand
Dollars ($500,000.00). No further documentation or agreement between the parties shall be
necessary in connection with the increase of the liquidated damages, the parties agreeing and
acknowledging that Seller would not agree to the terms of this Fourth Amendment or proceed
with the testing and remediation of the Property, if elected by Seller, but for the increase in the
liquidated damages. The parties agree and acknowledge that the actual damages in connection
with a Purchaser default following Seller's election to proceed to remediate the Property is
difficult to ascertain, and the increased liquidated damages is a reasonable estimation of the
damages Seller could incur in connection with a Purchaser default.
(e) Upon completion of the remediation and delivery of the lab results indicating the soils
and groundwater are below the State target clean up levels as set forth above, along with the
report from Seller's consultant verifying the same,the closing shall occur on the date that is thirty
Williams Reserve—Fourth Amendment to Purchase and Sale Agreement 3
DRAFT AS OF 4/22/2025
TAX ID NUMBERS:00057320005;00072520000;00113600106;00132680107;00132720009;00132640008;00114160001;
00113600009;00113560000;00131760002;00131720000;00132680000
(30) business days following Purchaser's receipt of such lab data and report. Time is of the
essence for closing, and in no event shall the closing be further extended beyond such date.
4. Limited Surface Water Sampling and No Further Testing:
(a) Seller hereby grants Purchaser the right to continue to access certain portions of the
Property for the limited purpose of conducting additional surface water sampling limited to the
slough. Such limited access is for a period of forty-five (45) days following the execution of this
Fourth Amendment. Purchaser's consultant, Atkins, shall conduct the surface water sampling
and upon receipt of the results, Purchaser shall provide a copy of the results to Seller. The
Purchaser agrees and acknowledges that the limited surface water sampling set forth herein is
for the Purchaser's information only and in no effect shall the Seller have any obligation, liability
or remediation obligations in connection with any such surface water sampling. Further, the
Purchaser shall not have the right to terminate the original Agreement, as amended, in
connection with any findings related to the surface water sampling.
(b) No Additional Testing: Other than the specific surface water testing and delivery of the
results in accordance with the foregoing,no additional testing shall be conducted on the Property
by Purchaser or Purchaser's consultants.
5. Extension of Existing Leases. Due to the extension of the date of Closing in connection
herewith, Purchaser agrees and acknowledges that the Seller shall have the right to renew any
of the existing leases relating to the Property prior to completion of any remediation by Seller in
accordance herewith, if applicable, for a period of no more than one (1) year, upon terms and
conditions substantially similar to the existing leases. Provided,however,that the lease renewals
shall contain a provision indicating that lessees operations shall comply with all state and federal
regulations. Purchaser agrees that all such extended and/or renewed leases shall be assumed by
Purchaser in accordance with the terms and conditions of the original Agreement.
6. 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.
7. Counterparts and Delivery
This Fourth Amendment may be executed in counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same instrument. Electronic or
facsimile signatures shall be deemed as original for all purposes.
Williams Reserve—Fourth Amendment to Purchase and Sale Agreement 4
DRAFT AS OF 4/22/2025
TAX ID NUMBERS:00057320005,00072520000,00113600106,00132680107,00132720009,00132640008,00114160001;
00113600009,00113560000,00131760002,00131720000,00132680000
IN WITNESS WHEREOF, the Parties have executed this Fourth Amendment as of the date first
written above.
4,
ATTEST; BOARD OF COUNTY COMMISSIONERS
CRYSTAL Kflnf lCLFRK COLLIER COUNTY, FLORIDA
1
By: Lateputy
Attet t0 Clerk B
y: AeArY/,,ee-€411-4-..
signature only BURT L.SAUNDERS,CHAIRMAN
Approved 9orm and legality:
(At
Sal -. Ate.r, A sistant County
Attorney
AS TO SELLER: James E. Williams, Jr. Non-Exempt Estate Tax
�/ Sheltered Trust u/a/d 08/13/93
DATED: 17 2-Z/ZS 1 // l,&,
/ BY: 42Zi./.-,[. LC/! . a.' t)
Print Name77,/rGi1 G a //1 HIS
Williams Reserve—Fourth Amendment to Purchase and Sale Agreement 5
DRAFT AS OF 4/22/2025
TAX ID NUMBERS:00057320005;00072520000;00113600106;00132680107;00132720009:00132640008;00114160001;
00113600009;00113560000;00131760002;00131720000;00132680000
Title: j-e
AS TO SELLER: Williams Farms of Immokalee, Inc. a Florida
f Corporation
DATED: `�`' Z-2/Z�- J// , /
By: LI ,612 h,,e w
•Print Name: f ;An& rv% iI'4/kl$
Title: :i: siJ;,.J_r
AS TO SELLER: / The Wil s F ms Land Assets, LLC
DATED: ZZ/ZS^ By:
l r M
1
Print Name: „'Yl'i e. ///Cr ln,s
Title: L [` Gr .
AS TO SELLER: James E. Williams, Jr. GST Exempt Estate Tax
Shelter Trust u/a/d 8/13/1993
DATED: ?Z LS
BY: dZ/Zetm fZ
Print Name: a'J'e i//ofin s
Title:
6
Williams Reserve—Fourth Amendment to Purchase and Sale Agreement
DRAFT AS OF 4/22/2025
TAX ID NUMBERS'00057320005;00072520000.001 1 36001 06;00132680107;00132720009;00132640008;00114160001,
00113600009:00113560000;00131760002;00131720000;00132680000
EXHIBIT"A"
Environmental Areas Subject to
Additional Testing and Possible Remediation
Williams Reserve—Fourth Amendment to Purchase and Sale Agreement 7
DRAFT AS OF 4/22/2025
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