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#20-7689 (CC BSG, LLC/ClubCorp) AGREEMENT This Agreement is made and entered into on April 10, 2020 (the "Effective Date"), by and between CC BSG, LLC a Nevada limited liability company, registered to do business in the State of Florida ("ClubCorp"), whose mailing address is 3030 LBJ Freeway, Suite 600, Dallas, Texas 75234 and the Collier County Board of County Commissioners for Collier County, Florida("County"), a subdivision of the State of Florida,, whose mailing address is 3295 Tamiami Trail East, Bldg F Naples, FL 34112. ClubCorp and COUNTY are hereinafter referred to collectively as the "Parties", Background Information County owns the former Golden Gate Golf Course property located on the southwest corner of the intersection of Collier Boulevard and Golden Gate Parkway in Collier County, Florida (the "Property") outlined in red on the attached Exhibit "A", located in Collier County, Florida. County desires to develop a portion of the Property for golf and entertainment purposes, at no cost to County, pursuant to a negotiated lease agreement. Subject to ClubCorp's diligence review and the Parties negotiating a definitive lease agreement (the "Lease Agreement") mutually agreeable to the Parties in each Party's sole and absolute discretion, ClubCorp proposes to lease a portion of the Property, currently estimated to be plus or minus approximately 80-100 acres of the Property, together with all improvements currently located thereon and the use of an easement (site yet to be determined) to be obtained by County benefiting the Property (collectively, the "Leased Premises") on the prefatory general terms and conditions outlined in this Agreement and incorporating such additional material terms to be negotiated during the Due Diligence Period (hereinafter defined), for the purposes of the development of golf and entertainment on the Property, all of which would later be memorialized in the Lease Agreement. With this understanding, the Parties are entering into this Agreement on the hereinafter provided terms and conditions. 1 �) Terms and Conditions In consideration of$10.00 and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as follows: 1. ClubCorp's Right to Conduct Due Diligence. ClubCorp shall have the right from the Effective Date until midnight on the date prior to the one year anniversary of the Effective Date (the "Due Diligence Period"), to determine, in ClubCorp's sole and absolute discretion, that all or part of the Property is suitable and satisfactory for ClubCorp's intended use. The Parties may convert this Agreement to an owner or operator agreement of the Leased Premises during the Due Diligence Period. ClubCorp shall develop a business plan and submit it to County for review prior to any such proposed conversion regarding the intent to negotiate certain criteria, and a detailed site plan with its master project. During the Due Diligence Period: a. ClubCorp shall have the privilege of going upon the Property with its employees, agents, engineers and other consultants, as needed to inspect, examine, survey and otherwise undertake those actions which ClubCorp, in its discretion, deems necessary or desirable to determine the suitability of the Property for ClubCorp's intended uses thereof. The privilege shall include, without limitation: i. the right to make surveys, soils tests, borings, percolation tests, compaction tests, hazardous waste tests, environmental determinations and tests to obtain any other information relating to the surface, subsurface and topographic conditions of the Property, with at least 24 hours advance notice to County; and ii. the right to attend and participate as needed in (A) design meetings, (B) the master project design for the Property, (C) Collier County Planning Commission and County meetings, as applicable, and (D) other public meetings. ClubCorp intends to and will use its best efforts to attend any such meetings recommended by County, provided that County provides advance written notice thereof. 2 b. Upon request by ClubCorp, County shall make available to ClubCorp complete and legible copies of all existing title policies and exception documents; existing entitlements, plans and approvals; soils, engineering and other environmental and wetlands reports and hazardous waste research on the Property; property conditions reports; pending litigation, and notices from condemnation affecting the Property, if any; any other material in County's possession relating to the Property (collectively, "County's Property Information"). Upon the completion of any physical inspection or test of the Property, ClubCorp shall restore the Property substantially to its condition immediately prior to such inspection or test, normal wear and tear excepted. To the maximum extent permitted by Florida law, ClubCorp shall defend, indemnify and hold harmless the County, its officers and employees from any and all liabilities, damages, losses and costs, including but not limited to reasonable attorneys' fees and paralegals' fees, to the extent caused solely by the negligence, recklessness or intentionally wrongful conduct of ClubCorp, its employees, agents, engineers and other consultants employed or utilized by ClubCorp in the performance of this Agreement, including but not limited to any claims by third parties arising from property damage or injury to persons resulting from the entry onto, or inspection of the Property. The duty to defend under this section is independent and separate from the duty to indemnify and the duty to defend exists regardless of any ultimate liability of ClubCorp, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to ClubCorp, provided however that notice of the claim must be provided as reasonably practicable as possible. Clubcorp shall have the option to assume direction and control of the defense of any applicable claim (including the right to settle a claim). ClubCorp's obligation to indemnify under this section will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 2. Site Evaluation. Clubcorp shall evaluate the Property within 30 days of the Effective Date, and shall provide its evaluation to the County within 60 days of the 3 L) Effective Date. Such evaluation will identify any existing golf course features on the Property to be retained and will recommend a going forward maintenance plan at no expense to County. 3. Lease Agreement. Upon the execution of this Agreement by both Parties, ClubCorp and County shall begin expeditious negotiation of a mutually acceptable Lease Agreement. The Lease Agreement shall be entered into between a joint venture (the "JV") consisting of ClubCorp, and another business entity (of which ClubCorp, is a majority partner of that JV) and the County. ClubCorp's counsel shall prepare a first draft of the Lease Agreement for County's review and comment. If the Parties are unable to reach a mutually acceptable Lease Agreement by the end of the Due Diligence Period, then either of the Parties shall be entitled to end the negotiations and the obligations either may have under this Agreement shall terminate. 4. Third-Party Dealings and Offers. Until the earlier of: a. the expiration of the Due Diligence Period, or b. the date either Party notifies the other of its decision to termination negotiations regarding the Lease Agreement: a. County shall not advertise the Property for sale or lease and shall not continue or enter into negotiations with or accept any purchase or lease offers from any other entities/individuals who have indicated an interest in purchasing, leasing or obtaining any other interest in the Property; and b. ClubCorp shall not discuss, negotiate, or enter into an agreement with the owners of properties adjoining the Property without County's prior written consent which consent can be withheld by County if County deems such discussion, negotiation, or agreement to adversely impact the marketability or value of all or any part of the Property. County acknowledges that ClubCorp will incur costs during the Due Diligence Period in reliance on the exclusivity provided for in this Section 4. 5. Expenses. Each of the Parties shall each pay its own costs and expenses in connection with this Agreement and the transaction and activities contemplated by it, including, but not limited to, the costs of their respective legal counsel, and except with respect to any Nonproprietary Diligence provided to County as set forth in Section 1 4 above, neither of the Parties will have any obligation with respect to costs and expenses incurred by the other party. 6. Confidentiality. Except as required by applicable law and the agreements that govern the affairs of the Parties, each party shall keep confidential, all confidential information of the other Party received in the course of the transaction contemplated hereunder; provided, however, each party may disclose confidential information to their respective financial advisors, lenders, attorneys, and other consultants and representatives on a "need to know" basis. Neither party may issue a press release concerning the subject matter of this Agreement without the prior written consent and approval of the other party. All records not falling under a specific exemption of the Florida Public Records law, Chapter 119 of the Florida Statutes, et. seq., shall remain subject to public disclosure and ClubCorp shall keep all such records and supporting documentation created that concerns or relates to this Agreement for a minimum of five (5) years from the date of termination of this Agreement or such longer period as may be required by law, whichever is later, as required by Chapter 119, Florida Statutes. 7. Assignment. Neither Party may assign this Agreement without the other Party's written consent; provided however, that ClubCorp may assign this Agreement to the JV upon providing written notice thereof to County. Executed by the Parties as of the Effective Date. 5 ATTEST: Crystal K. Kinzel, Clerk of Court & Office of the County Mana•er Comptroller 411 By: By: 4Pj Ai Arai Leo ' . Ochs, tounty age Dated: (SEAL) CC BSG, LLC By: A f )/ Print Name: Dayivri sbury Its: Pre rent Print Name and Title TWOWITN S: By: ' 'T WITN Randall Cousins Print Name .41t SECOND WITN;Kt,'" Amber Imhoff Print Name Approved as to Form and Legality: Deputy County Attorney Print Name e),0 q3' 6 `131q) Exhibit A Property 7 -,..,..0 ,.. | ! , ...ar,it ,.. , g i W eict ,_,._. ' 9: ,4,4:... itii b'i'ilt;411111,,,,,..;2.5'04.....c...,01; ,. 41, ' '2,' J ,,,, f t 4 ,,:''''''::‘'..!..4 7..-1.A., , - -:',. .14 i - .,.. , 40 , • 401 40••1 , ,' .* •I -. . . . •, flb ,,gy.,,AR!, ........44 t.. ': ' 1 1041 I* . i • 'ow, '''' $1. . .• , . . ,,. .,,,,., „ ...... . , Iii 11,1 *II' Y" '0. r . o 2 4 ,;40-.... 1...7„*.w I 400 800 }~~' 1,"op 1 mHilt PEA.