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Agenda 11/10/2025 Item #16A19 (Second Amendment to the Agreement for Sale and Purchase with Symphony Properties, LLC)11/10/2025 Item # 16.A.19 ID# 2025-4238 Executive Summary Recommendation to approve a Second Amendment to the Agreement for Sale and Purchase with Symphony Properties, LLC, a Conservation Collier acquisition, extending the remediation period to May 11, 2026, to provide additional time for the Seller to remediate contamination on the property to levels required under Florida laws. OBJECTIVE: To extend the Symphony Properties remediation period to May 11, 2026, to provide additional time for the Seller to remediate contamination on the property to levels required under Florida laws. CONSIDERATIONS: On October 22, 2024, as Agenda Item No. 11 C., the Board of County Commissioners (Board) approved an Agreement for the Sale and Purchase of 150 acres in North Belle Meade under the Conservation Collier Program, known as Symphony Properties ("Agreement"). On April 8, 2025, the Board approved Agenda Item No. 16.A.6, the First Amendment to the Agreement for Sale and Purchase, which extended the due diligence and closing deadlines. The County closed on Symphony Properties on September 12, 2025. Per the Agreement, a $400,000 dedicated escrow account is being maintained and held by the Collier County Clerk of Courts until Symphony Properties, LLC ("Seller") remediates any contamination found in the Phase II Environmental Site Assessment (ESA) to levels required under Florida laws. The Agreement provides that, within sixty (60) days after the date of closing, Seller shall, at its own cost and expense, remediate any contamination identified in the Phase II ESA to levels required under Florida law. This provision survives closing. The Phase II ESA Report indicated that lead levels in soil were higher than allowable under state standards within an area of the property. The Seller has facilitated the removal of this contaminated soil, but additional testing and continued monitoring are required to ensure that the contamination is now at a level required under Florida laws. Seller requires additional time to complete the remediation and obtain written approval from FDEP certifying that the remediation complies with Florida laws. The Agreement allows for the extension of the remediation deadline upon mutual Agreement of the parties, and accordingly, an additional 180 days to May 11, 2026, is proposed. The dedicated escrow account will continue to be maintained and held by the Collier County Clerk of Courts until the terms of the Agreement are met. This item is consistent with the Collier County strategic plan objectives to preserve and enhance the character of our community and to protect our natural resources. FISCAL IMPACT: The $400,000 held in escrow will be released to Seller upon completion of remediation. 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 approval. -SAA RECOMMENDATION(S): To approve a Second Amendment to the Agreement for Sale and Purchase with Symphony Properties, LLC, a Conservation Collier acquisition, extending the remediation period to May 11, 2026, to provide additional time for the Seller to remediate contamination on the property to levels required under Florida laws. PREPARED BY: Melissa Hennig, Environmental Specialist I, Conservation Collier, Development Review Division ATTACHMENTS: 1. Symphony Purchase Agreement 2. Symphony First Amendment 3. Symphony Second Amendment Page 2739 of 6525 11/10/2025 Item # 16.A.19 ID# 2025-4238 Page 2740 of 6525 Page 2741 of 6525 Page 2742 of 6525 Page 2743 of 6525 Page 2744 of 6525 Page 2745 of 6525 Page 2746 of 6525 Page 2747 of 6525 Page 2748 of 6525 Page 2749 of 6525 Page 2750 of 6525 Page 2751 of 6525 Page 2752 of 6525 Page 2753 of 6525 Page 2754 of 6525 Page 2755 of 6525 Page 2756 of 6525 Page 2757 of 6525 Page 2758 of 6525 16A 6 TAX ID NUMBERS:00299120005, 00299680008.00299480004, 00299560005,00299920001,00301320007,00300880001, 00299800008,00300800007, 00299440002,00301800006. FIRST AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE THIS FIRST AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE is made and entered into this 8 ` day of 14Pc;( , 2025 ("Effective Date") 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"), collectively known as "the Parties." WITNESSETH WHEREAS, the Parties entered into that certain Agreement for Sale and Purchase dated October 22, 2024 (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 "Inspection 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 Inspection 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 of the Parties, and the Parties wish to extend the Inspection Period to provide 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 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. Extension of Due Diligence Period The Inspection Period in Section V. of the Original Agreement 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 1 Symphony Properties LLC—First Amendment to Agreement for Sale and Purchase 0Page 2759 of 6525 16A 6 TAX ID NUMBERS:00299120005,00299680008.00299480004,00299560005,00299920001,00301320007,00300880001, 00299800008,00300800007,00299440002,00301800006. The Closing date deadline in Section III. of the Original Agreement shall be extended by an additional 120 days, commencing on June 19, 2025, and ending on October 17, 2025, or within thirty days of Purchaser's receipt of all closing documents,whichever is later, unless extended by mutual written 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. IN WITNESS WHEREOF, the Parties have executed this Addendum as of the date first written above. 1fir. ATTEST fi a, BOARD OF COUNTY COMMISSIONERS CRYSTAL C.;KINZEL,CLERK COLLIER COUNTY, FLORIDA By: Mat Attest aso Chairri'atts.p_ k By tk_ signatuTe;only BURT L.SAUNDERS, CHAIRMAN AS TO SELLER:Symphony Properties LLC, a Delaware limited liability company, DATED: 2/20.0 1- c/o South Da a Trust Co pang By: Print Name: Miguel Castillo Title: Manager Approve rm legalit • ally sh tant Co ty Attorney (er Symphony Properties LLC—First Amendment to Agreement for Sale and Purchase Page 2760 of 6525 Page 2761 of 6525 Page 2762 of 6525