Agenda 01/25/2022 Item #16F2 (Amendment No 4 to the Lease w/CC BSG Naples, LLC (BigShots)01/25/2022
EXECUTIVE SUMMARY
Recommendation to approve a Fourth Amendment to the Long-Term Lease and Operating
Agreement for the Golf and Entertainment Complex (the “Lease”) with CC BSG Naples, LLC
(“BigShots”) to Extend the Financing Contingency Period.
OBJECTIVE: To approve a Fourth Amendment to extend the Financing Contingency Period in the
Lease to allow the Lessee an opportunity to address an unexpected title issue concerning the property that
must be addressed before the Lessee can close on the loan with its lender.
CONSIDERATIONS: On May 25, 2021, the Board approved a Lease agreement with BigShots to
develop and construct a golf and entertainment complex at the site of the former Golden Gate Golf
Course property. Since that date, BigShots has been diligently working with a local lender to arrange its
financing for the project. Article 4 of the Lease provides for a limited duration financing contingency
period, which the parties mutually agreed to extend through two previous amendments to the Lease. The
last such amendment extending the financing contingency period expired on November 30, 2021, but the
Article 4 provision allows the County to extend that period further as long as BigShots is diligently
pursuing financing for the projects. BigShots contacted the County in late December requesting a further
extension of the contingency period due to the unanticipated discovery of a title issue that needs to be
corrected before it can close on the loan with its lender. (see attached correspondence) Because BigShots
is diligently pursuing its financing and is requesting this extension for good cause, staff recommends that
the attached proposed amendment to the Lease be approved by the Board. The attached proposed Fourth
Amendment amends Article 4 by further extending the contingency period through February 28, 2022.
FISCAL IMPACT: None.
GROWTH MANAGEMENT IMPACT: None.
LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote
for Board approval. -SRT
RECOMMENDATION: For the Board to approve the attached Fourth Amendment to the Long-Term
Lease and Operating Agreement for the Golf and Entertainment Complex with CC BSG Naples, LLC to
Extend the Financing Contingency Period, and authorize the Chair to sign the attached Amendment.
Prepared by: Scott R. Teach, Deputy County Attorney
ATTACHMENT(S)
1. BSG - Fourth Amendment to Collier County (PDF)
2. BSG GGCC Loan Memo v12.27.21 (PDF)
3. [Linked] Golf and Entertainment agreement stamped and signed (PDF)
4. [Linked] Second Amend GG Lease BSG Naples Stamped and Signed (PDF)
5. [Linked] Third Amend GG Lease BSG Naples Stamped and Signed (PDF)
16.F.2
Packet Pg. 1656
01/25/2022
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.F.2
Doc ID: 21107
Item Summary: Recommendation to approve a Fourth Amendment to the Long-Term Lease and
Operating Agreement for the Golf and Entertainment Complex (the “Lease”) with CC BSG Naples, LLC
(“BigShots”) to Extend the Financing Contingency Period.
Meeting Date: 01/25/2022
Prepared by:
Title: Sr. Operations Analyst – County Manager's Office
Name: Geoffrey Willig
01/18/2022 9:56 AM
Submitted by:
Title: Division Director - Corp Fin & Mgmt Svc – County Manager's Office
Name: Mark Isackson
01/18/2022 9:56 AM
Approved By:
Review:
County Attorney's Office Scott Teach Additional Reviewer Completed 01/18/2022 11:56 AM
Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 01/18/2022 10:02 AM
County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 01/18/2022 1:04 PM
Office of Management and Budget Susan Usher Additional Reviewer Completed 01/18/2022 2:13 PM
County Manager's Office Mark Isackson Level 4 County Manager Review Completed 01/19/2022 1:10 PM
Board of County Commissioners Geoffrey Willig Meeting Pending 01/25/2022 9:00 AM
16.F.2
Packet Pg. 1657
16.F.2.a
Packet Pg. 1658 Attachment: BSG - Fourth Amendment to Collier County (21107 : BigShots Amendment)
16.F.2.a
Packet Pg. 1659 Attachment: BSG - Fourth Amendment to Collier County (21107 : BigShots Amendment)
16.F.2.a
Packet Pg. 1660 Attachment: BSG - Fourth Amendment to Collier County (21107 : BigShots Amendment)
16.F.2.a
Packet Pg. 1661 Attachment: BSG - Fourth Amendment to Collier County (21107 : BigShots Amendment)
December 27, 2021
Board of County Commissioners
3299 Tamiami Trail East, Suite 303
Naples, FL 34112-5746
RE: FINANCING EFFORTS FOR BIGSHOTS GOLF AT GOLDEN GATE GOLF COURSE
Chairman Taylor, Commissioner Saunders and County Manager Isackson,
We continue to make diligent progress on closing our financing with First Florida Integrity Bank.
Unfortunately, while working to close the loan we have identified a title issue which makes closing by end of
year 2021 impossible. A significant portion of the property was mistakenly conveyed out by the prior owners
before they conveyed it to the County seemingly due to a surveyor’s error in the legal description. This error
must be corrected by the County prior to our ability to close the loan with FFI.
We have a binding commitment letter with FFI. As part of that loan commitment we have pre-paid a
substantial, non-refundable closing fee and are working to finalize documents. We fully expect this loan will
close without further delay or complication. However, there is still substantial work to be completed between
now and the loan closing.
We respectfully request the lease be further amended to extend the financing contingency period to the
earlier of February 28th or the closing of the loan with FFI. Please include this request on the agenda for the
next Board of County Commissioners Regular Meeting.
We continue to work towards both the reopening the Golden Gate Golf Course and opening BigShots Golf to
Collier County Residents next year.
Thank you for your thoughtful consideration in this matter.
Sincerely,
Randall Cousins
Senior Vice President
BigShots Golf
16.F.2.b
Packet Pg. 1662 Attachment: BSG GGCC Loan Memo v12.27.21 (21107 : BigShots Amendment)
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COLLIER COUNTY STANDARD FORM
LONG-TERM LEASE AND OPERATING AGREEMENT
GOLF AND ENTERTAINMENT COMPLEX
This Long-Term Lease and Operating Agreement(hereinafter referred to as the "Lease or Agreement") is
entered into this 25th day of May,2021 ("Effective Date"),by and between CC BSG Naples,LLC,a Nevada limited
liability company, registered to do business in the State of Florida, whose mailing address is 3030 LBJ Freeway,
Suite 600, Dallas, Texas 75234, hereinafter referred to as "Lessee or BigShots," and Collier County, a political
subdivision of the State of Florida, whose mailing address is 3301 East Tamiami Trail, Naples, Florida 34112,
hereinafter referred to as"Lessor or County,"collectively stated as the"Parties."
RECITALS:
WHEREAS,on July 31,2019,the County purchased the former Golden Gate Golf Course with the intent of
using the property for a variety of public purposes, including but not limited to a potential State Veterans' Nursing
Home,workforce housing,and a public golflentertainment complex;and
WHEREAS,on November 11,2020,the County directed its staff to re-issue a publicly advertised Invitation
to Negotiate seeking proposals from qualified firms interested in developing a portion of the former Golden Gate
Golf Course to be used as a Golf and Entertainment Complex(the"Golf Complex"),consisting of a twelve hole golf
course, along with a state-of-the-art driving range and dining venue;and
WHEREAS,County staff publicly advertised Invitation to Negotiate No. 21-7863 on January 25,2021,to a
broad audience of firms and received a single response to the solicitation from BigShots,who submitted a proposal
consistent with the County's desired development plans,subject to further negotiation; and
WHEREAS,at the County's regular meeting on April 27,2021,it directed its staff to begin negotiations with
BigShots to prepare a proposed agreement addressing the development of the Golf Complex for the County's further
consideration;and
WHEREAS, County is the owner of that certain real property located in Collier County, Florida, legally
described as Tracts A and B,Golden Gate-Unit 1,According to the Map or Plat thereof as recorded in Nat Book 5,
Pages 60 to 64, of the Public Records of Collier County,Florida and Tract A,Golden Gate-Unit 8 Part 1,according
to the Map or Plat thereof as recorded in Plat Book 5, Pages 147 to 151, and Tract A. Golden Gate-Unit 8 Part 2,
according to the Map or Nat thereof as received in Nat Book 9,Pages 108 to 112,all of the Public Records of Collier
County,Florida(the"Land");and
WHEREAS,as part of its proposal to Invitation to Negotiate No.21-7863,the Lessee agrees to construct the
Golf Complex on the Land leased by the County pursuant to the terms of this Lease and Operating Agreement;and
WHEREAS,the County,through its governing Board of County Commissioners,has expressly determined
that committing public funds toward this project will help create a public golf course and golf course complex which
will benefit of the residents of and visitors to Collier County,as well as promote the achievement of wide-ranging
economic development goals, including the attraction and expansion of private business enterprises in the
community.
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WITNESSETH:
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration
exchanged amongst the Parties,and in consideration of the covenants contained herein,the Parties hereby enter into
this Agreement on the following terms and conditions:
1. Conveyance. On the terms and conditions set forth in this Agreement, and in consideration of
Lessee's performance under this Agreement, the Lessor conveys to the Lessee the present possessory interest in the
Leased Premises described below.
2. Description of Premises. The Premises which is the subject of this Lease is comprised of(i) a parcel
to be improved with a building, accessory structures and parking ("BigShots Facility") and (ii) a parcel to be
improved with a 12-hole golf course("Golf Course" and together with the BigShots Facility,the"Golf Complex"),
on real property legally described as Tracts A and B, Golden Gate-Unit 1, According to the Map or Plat thereof as
recorded in Plat Book 5,Pages 60 to 64,of the Public Records of Collier County,Florida and Tract A,Golden Gate-
Unit 8 Part 1,according to the Map or Plat thereof as recorded in Plat Book 5,Pages 147 to 151,and Tract A.Golden
Gate-Unit 8 Part 2, according to the Map or Plat thereof as received in Plat Book 9, Pages 108 to 112, all of the
Public Records of Collier County, Florida, with a legal description set forth in Exhibit A, hereinafter referred to as
the Premises.
3. Conditions to Conveyance. This conveyance is subject to all of the following:
a. Any and all conditions, restrictions, encumbrances, and limitations now
recorded against the Premises;
b. Any and all existing or future zoning laws or ordinances;
c. Any questions of title and survey that may arise in the future; and
d. Lessee's satisfactory performance of all terms and conditions of this Lease.
4. Financing Contingency. Lessee shall have sixty (60) days after the Effective Date ("Contingency
Period") to secure financing for construction of the BigShots Facility. Lessor may, at the request of Lessee and
provided Lessee is diligently pursuing such financing, extend the Contingency Period for an additional forty-five
45) days. In the event Lessee is unable to secure financing on terms acceptable to Lessee in its sole discretion,
Lessee shall have the right to terminate this Lease without penalty by giving Lessor notice of termination prior to
the expiration of the Contingency Period.
5. Construction and Operation of Golf Complex. The purpose of this Agreement is for BigShots to build
and operate the BigShots Facility, and once built by the County, to operate the Golf Course, all of which use the
County has found to be in the public's interest. BigShots agrees to coordinate and provide advisory and consulting
services to the County, its agents, consultants,and contractors with respect to the redesign and reconstruction of the
existing golf course,which will be part of the Golf Complex and the Premises upon completion of such redesign and
reconstruction. The redesign and reconstruction of the golf course shall be in accordance with plans, specifications,
budget,and construction agreements ("Golf Course Plans")agreed upon by the County and BigShots. The County
and BigShots anticipate and intend that the Golf Course Plans will provide for aggregate redesign and reconstruction
costs of approximately$7,000,000.00,and on the basis of such anticipated costs,the County and BigShots agree that
the County shall be responsible for payment of up to the first Seven Million Dollars($7,000,000.00) of all redesign
and reconstruction costs in accordance with the agreed upon Golf Course Plans; BigShots shall be responsible for
payment of all redesign and reconstruction costs in excess of Seven Million Dollars ($7,000,000.00) in accordance
with the agreed upon Golf Course Plan. The terms,conditions, and requirements of Lessee's operation of the Golf
Complex is set forth in attached Exhibit C.
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6. Permissible Alterations and Additions to Premises. Following construction, Lessee may not make
any alterations to the Golf Complex that would reduce the then value of the Premises. Lessee shall submit to Lessor
plans and specifications prior to making any material alteration to any improvements located on the Premises.
7. Term of Lease. The initial term of this Lease shall commence on the date first above written, and
unless terminated earlier by the Parties,shall terminate on the 20th year anniversary date of issuance of a Certificate
of Occupancy for the BigShots Facility to be built on the Premises ("Initial Term"). Provided Lessee is not in an
uncured Event of Default by Lessee under the Lease,the Lessee shall have the option to extend the Lease for up to
a total of four(4)successive renewal terms of five(5)years each. To exercise this right,Lessee must provide Notice
to the Lessor no later than 12 months prior to the scheduled expiration of the Initial Term or any renewal term, as
applicable. Each Extended Term shall commence on the day succeeding the expiration of the Initial Term or the
preceding Extended Term,as the case may be. All of the terms,covenants,and provisions of this Lease shall apply
to each such Extended Term. The Initial Term, together with any Extended Term, shall be collectively referred to
herein as, the"Term".
8. Rent. The Lessee will pay Lessor rent as provided for in Exhibit D.
9. Net Lease. This is a fully net lease, with Lessee responsible for all rent, costs, fees, and charges
concerning the Premises. Accordingly, Lessee shall promptly pay when due and prior to any delinquency, as
applicable, all rent, costs, fees, taxes, trash removal services, assessments, utility charges, and obligations of any
kind that relate to the Premises. Lessee will indemnify and hold Lessor harmless from any and all claims,costs and
obligations arising from Lessee's use of the Premises, provided that the foregoing will not entitle the County to
indemnification for the willful negligence or intentional misconduct of the County. In case any action or proceeding
is brought by Lessee or Lessor to enforce the other's obligations under this Lease,the non-prevailing party shall pay
all costs, attorneys' fees, expenses, and liabilities resulting therefrom. With respect to the County, the foregoing
indemnification shall not constitute a waiver of sovereign immunity beyond the limits set forth in Florida Statutes,
Section 768.28,nor shall the same be construed to constitute agreement by either party to indemnify the other party
for such other party's negligent willful or intentional acts or omissions.
10. Lessee's Liens and Mortgages. Lessee shall have the right, to grant a leasehold mortgage covering
and encumbering all of Lessee's right, title and interest in and to the Premises and this Lease ("Leasehold
Mortgage"), in favor of any Qualified Lender(hereinafter defined) as security for any loan entered into by Lessee
for the purpose of financing or refinancing Lessee's obligations to design, develop, construct, repair and maintain
the Premises,and any modification,extension,replacement or refinance of any such loan("Permitted Financing").
As a material inducement by the Lessor to the Lessee to enter into this Lease, and in recognition of the substantial
enhancement to the Premises as a result of the construction and operation of the Golf Complex,Lessor agrees,upon
the request of Lessee in connection with a Permitted Financing, to execute and deliver a mutually agreed upon
Consent to Encumbrance in advance of any Permitted Financing. For the avoidance of doubt, Lessee
acknowledges and agrees that in no event shall the Permitted Financing permit any recourse against Lessor
or the fee simple interest. A"Qualified Lender"shall mean any state or federally chartered savings bank,savings
and loan association, credit union, commercial bank or trust company; insurance company organized and existing
under the laws of the United States or any state thereof; institutional investor such as,without limitation, a publicly
held real estate investment trust,an entity that qualifies as a"REMIC"under the Internal Revenue Code of 1986,as
amended, or other public or private investment entity which at the date hereof or in the future, is in the business of
investing in the real estate assets or making real estate loans, a mutual fund, hedge fund or investment trust; a
brokerage or investment banking organization; an employees' welfare, benefits, pension or retirement fund; an
institutional leasing company; any governmental agency or entity insured by a governmental agency or any
combination of the foregoing. Except as permitted herein or with the prior written approval by the Board of County
Commissioners, Lessee shall not in any way encumber the Premises, and shall promptly remove any and all liens
placed against the Premises. All persons to whom these presents may come are put upon notice of the fact that the
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interest of the Lessor in the Premises shall not be subject to liens for improvements made by the Lessee and liens for
improvements made by the Lessee are specifically prohibited from attaching to or becoming a lien on the interest of
the Lessor in the Premises or any part of either. This notice is given pursuant to the provisions of and in compliance
with Section 713.10,Florida Statutes.
11. Lessee's Obligation to Maintain Premises and Comply with All Applicable Law;Maintenance and
Repair. Lessee,throughout the term of this Lease,at its own cost,and without any expense to the Lessor,shall keep
and maintain the entire Golf Complex in good, sanitary,and neat order, condition, and repair, and shall abide with
all applicable law. Such maintenance and repair shall include,but not be limited to,painting,janitorial,fixtures and
appurtenances(lighting,heating,plumbing,and air conditioning). If in the opinion of the County the Premises are
not in such compliance,the Lessee will be so advised in writing. If corrective action is not begun within thirty (30)
days of the receipt of such notice and prosecuted diligently until corrective action is completed, the County may
cause the same to be corrected and the Lessee shall promptly reimburse the County for the expenses incurred,
together with a 5%administrative fee.
Lessee agrees that (i) prior to the tenth (10th) anniversary date of this Lease, and as a part of each
renewal notice, Lessee shall deliver to the County a detailed written inspection report prepared by a commercial
building inspector licensed by the State of Florida Department of Business and Professional Regulation's Building
Code and Inspection Board(the"Inspection Report")of all of the improvements on the Premises(of both the exterior
and interior thereof), certified to the Authority, including, but not limited to, the following: (1) air conditioning
HVAC")systems(if applicable);(2)electrical systems;(3)elevators(if applicable);(5)exterior lighting systems;
6) signage; (7) fire sprinkler systems (if applicable); (8) security fences; (9) landscape/sprinkler systems; (10)
moisture penetration; (11)mold/mildew incursion; (12)paving/parking; (13)plumbing systems(if applicable);(14)
roofing systems; (15)site drainage; (16)smoke detectors; (17)structural components; (18)termite infestation; (19)
windows and hardware; (20) appearance and cosmetic items; and (21) repair and maintenance recommendations.
Lessee covenants and agrees to complete, at Lessee's sole cost, all necessary repairs and maintenance identified in
the Inspection Report within the period recommended in the Inspection Report.
12. Quiet Enjoyment. Lessee shall be entitled to quiet enjoyment so long as there is not an uncured Event
of Default by Lessee under the terms of this Lease. Accordingly, Lessee shall have the exclusive right to use the
Premises during the term of this Lease. During the term of this Lease,Lessee may erect appropriate signage on the
Premises and the improvements constructed by Lessor thereon. Any such signage shall comply with all applicable
County codes,laws,and ordinances.
13. Casualty and Condemnation
a. Casualty. In the event that the Premises or the improvements located thereon shall be destroyed
in whole or in part by fire,hurricane, flood,or other casualty,then the following will apply:
1. If the Premises are partially destroyed and the damage does not exceed fifty percent
50%)of the value of the structure and improvements,the Premises shall be rebuilt utilizing insurance proceeds,and
the lease rental payment provided herein shall abate during the period of reconstruction but in no event in excess of
six(6)months from the date of the partial destruction,with Lessee shall be responsible for any deductibles; and
2. If the damage to the Premises exceeds fifty percent (50%),the Lessee shall have the
option to rebuild an equivalent structure using the insurance proceeds to pay for the reconstruction cost. If the Lessee
elects to rebuild,it is obligated to commence construction within six(6)months from the date of the destruction and
to complete construction within twelve (12) months after the date of destruction, with Lessee responsible for any
deductibles. The lease rental shall abate during the period of reconstruction but in no event shall abate in excess of
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twelve (12) months from the date of commencement of reconstruction, or Lessee will have the option to terminate
this Lease,in which case the County will retain the insurance proceeds as liquidated damages.
14. Access to Premises. Lessor, its duly authorized agents,contractors, representatives,and employees,
shall have the right after reasonable oral notice to Lessee,to enter into and upon the Premises during normal business
hours, or such other times with the consent of Lessee, to inspect the Premises, verify compliance with the terms of
this Lease,or make any required repairs not being timely completed by Lessee.
15. Termination and Surrender.
In the event BigShots shall cease to use the Premises as a Golf Complex, and such cessation of use shall
continue for a period of sixty (60) consecutive days, this Agreement, at the option of the Lessor, upon thirty (30)
days written notice to the Lessee, shall be terminated and Lessee shall surrender and vacate the Premises to the
Lessor within thirty (30) days after notice of such termination. Provided, however, said sixty (60) day period shall
be tolled if such cessation is caused by events beyond the control of the Lessee such as acts of God;if such cessation
is due to government imposed or recommended guidelines or restrictions; if such cessation is due to closing for
reconstruction or repairs to the improvements constructed by Lessor or Lessee on the Premises or for other reasons
addressed herein.
Unless otherwise mutually agreed by the Parties,within thirty(30)days after termination of the Term,Lessee
shall redeliver possession of the Premises to Lessor in good condition and repair,reasonable wear and tear excepted.
Lessee shall have the right at any time during Lessee's occupancy of the Premises to remove any of its personal
property,equipment,trade fixtures and signs provided,however,at the termination of this Lease,such improvements
and fixtures (excluding personal property and trade fixtures)will become the property of the Lessor upon Lessee's
vacation of the Premises. Electrical and plumbing facilities,air conditioners and other permanently installed fixtures
shall not be considered personal property. Lessee agrees to repair any damage occasioned by the removal of its
personal property or damage caused by Lessee's occupancy. If Lessee fails to remove its personal property or to
repair any damage done to the Premises by the expiration or termination date,the County reserves the right to remove
and dispose of all such personal property abandoned, and to make any necessary repairs to restore the Premises, at
Lessee's expense.
Lessee acknowledges that at the expiration, cancellation, or other earlier termination of this Lease, all
buildings and improvements on the Premises become the property of the County, free and clear of all liability and
encumbrances except as otherwise provided for herein, and any further occupancy by the Lessee will be based on
that ownership principle. Lessee further acknowledges that the County may choose to use the Premises for its own
purposes and elect not to re-lease the Premises to any other party.
16. Cancellation. Following County's receipt of Lessee's notice of renewal of any of the 4 five-year
renewal terms,the County may in its sole discretion decline the renewal,and instead cancel and terminate this Lease
effective as of the date of the existing Term, by giving Lessee not less than six (6) months' written notice. In the
event of such a termination,the Lessee's exclusive remedy shall be compensation for the greater of(i)the fair market
value of the improvements to the Premises,valued as of the date of turnover of the Golf Complex to the County(less
the actual out of pocket costs incurred by the County for construction of the Golf Course not to exceed$7,000,000),
or(ii)the fair market value of the business operated on the Premises(less the actual out of pocket costs incurred by
the County for construction of the Golf Course not to exceed $7,000,000), in each ease as determined by an
independent appraiser agreed to by the Parties,which agreement may not be unreasonably withheld by either Party.
Lessee hereby waives,disclaims and releases all claims for costs,expenses,and damages against the County,except
for this payment.
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17. Assignment and Sublease. This Lease is personal to Lessee. Accordingly, Lessee may not assign
this Lease, sublet substantially all of the BigShots Facility or sublet substantially all of the Golf Course(other than
on a short-term basis for tournaments, private events and similar short term, limited use basis), without the express
prior written consent of the Lessor,which consent may not be unreasonably conditioned,withheld or delayed. Any
such purported assignment or sublet of substantially all of the BigShots Facility or Golf Course without the express
written consent of Lessor shall be considered void from its inception and shall be grounds for the immediate
termination of this Lease. Notwithstanding anything in this Lease to the contrary,provided there is no uncured Event
of Default by Lessee under this Lease,(a)so long as the assignee is an affiliate or related company of Lessee,Lessee
shall give Lessor notice of such assignment but Lessor's consent to such assignment shall not be required, and (b)
Lessee may sublease less than substantially all of the BigShots Facility and less than substantially all of the Golf
Course to one or more subtenants without Lessor's prior approval, provided that each such sublease shall be subject
and subordinate to this Lease and any Leasehold Mortgage and to the rights of Lessor's hereunder and the rights of
any leasehold mortgagee thereunder.Notwithstanding any such subletting,Lessee shall at all times remain liable for
the performance of all of the covenants and agreements under this Lease on Lessee's part to be so performed.
18. Insurance.
a. Lessee shall maintain so called All Risk property insurance on the Premises to include
Special Form" coverage, including Windstorm, Flood, Vandalism, and Malicious Mischief covering the Premises
Building, improvements thereon and real property, at replacement cost value as reasonably estimated by Lessee,
together with such other insurance coverage as Lessee, in its reasonable judgment, may elect to maintain from time
to time. Lessor shall be added as an additional insured on the All Risk property insurance policy as their interest may
appear; and shall include a provision requiring not less than ten (10) days prior written notice to Lessee in the event
of cancellation or reduction in policy(ies)coverage. Lessee is responsible for any deductibles.
b. Lessee shall provide and maintain Worker's Compensation Insurance covering all employees
meeting the then existing Statutory Limits in compliance with the applicable state and federal laws. The coverage
shall include Employer's Liability with a minimum limit of One Hundred Thousand and 00/100 Dollars($100,000.00)
per each accident. If such amounts are less than good insurance industry practice would require,Lessor reserves the
right to increase these insurance limits by providing Lessee with at least sixty (60) days' advance notice to initiate
such policy limit increase.
c. Lessee shall also maintain standard fire and extended coverage insurance on Lessee's personal
property located on the Premises and all of Lessee's property located on or in the Premises including, without
limitation, furniture, equipment, fittings, installations, betterments, improvements, fixtures (including removable
trade fixtures), personal property and supplies, in an amount not less than the then-existing full replacement value.
d. Business Automobile Liability Insurance, and Business Boat Liability Insurance, for
automobiles and boats used by Lessee in the course of its performance under this Lease, including Employer's Non-
Ownership and Hired Auto Coverage, each said policy in amounts of One Million and 00/100 Dollars
1,000,000.00)combined single limit per occurrence. If such amounts are less than good insurance practice would
require, Lessor reserves the right to increase these insurance limits by providing Lessee with at least sixty (60) days'
advance notice to initiate such policy limit increase.
e. Pollution Liability insurance covering the accidental discharge and clean-up of pollutants shall
be maintained by the Lessee in an amount of not less than One Million and 00/100 dollars ($1,000,000) per
occurrence. Such coverage shall cover third party liability and clean up coverage.
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f. Commercial General Liability insurance shall be maintained in an amount of not less than
three million dollars ($3,000,000) in the aggregate. Lessor reserves the right to increase these insurance limits by
providing Lessee with at least sixty(60)days'advance notice to initiate such policy limit increase.
g. Builder's Risk Insurance shall be obtained and secured by Lessee at all times during the
construction of any improvements on the Premises covering contractor's labor,materials,and equipment to be used
for completion of the work performed against all risks of direct physical loss, excluding earthquake and flood, for
an amount equal to the full cost of the improvements. Lessee is responsible for any deductibles.
h. Lessor shall be added and continuously maintained as an additional insured on all policies of
insurance required under this section.Evidence of such insurance shall be provided to Lessor and the Collier County
Risk Management Division,3311 East Tamiami Trail,Administration Building,Naples,Florida,34112,for approval
prior to the commencement of this Lease; and shall include a provision requiring not less than ten (10) days prior
written notice to Lessor in the event of cancellation or reduction in policy(ies) coverage. If such amounts are less
than good insurance practice would require, Lessor reserves the right to reasonably amend their insurance
requirements by issuance of notice in writing to Lessee, whereupon receipt of such notice Lessee shall have thirty
30)days in which to obtain such additional insurance. The issuer of any policy must have a Certificate of Authority
to transact insurance business in the State of Florida and must be consistent with Lessee's customary insurance
policies or better. Each insurer must be responsible and reputable and must have financial capacity consistent with
the risks covered. Each policy must contain an endorsement to the effect that the issuer waives any claim or right
of subrogation to recover against Lessor,its employees,representatives, and agents.
i. Failure to continuously abide with all of these insurance provisions shall be deemed to be a
material breach of this Lease and Lessor and Lessee,as applicable, shall have the remedies set forth below.
19. Defaults and Remedies.
a. Defaults by Lessee. The occurrence of any of the following events and the expiration of the
applicable cure period set forth below without such event being cured or remedied will constitute an"Event
of Default by Lessee" to the greatest extent then allowed by law:
i.Subject to Section 14 above,the cessation of Lessee to use the Premises for a Golf Complex
for a period of sixty(60)consecutive days.
ii. Lessee's knowing misrepresentation of a material matter related to this Lease.
iii. A court enters an order approving a petition filed against Lessee under any insolvency,
reorganization, or bankruptcy law and such order is not vacated, set aside or stayed within
ninety (90)days after the date of entry of such order,or such order is thereafter set aside.
iv. Lessee making a general assignment of the benefit of creditors.
v. If Lessee suffers this Lease to be taken under any writ of execution and/or other process of
law or equity except as permitted under a Consent to Encumbrance.
vi. Any lien is filed by Lessee against the Premises or Lessee's interest therein or any part thereof
in violation of this Lease,or otherwise, and the same remains unreleased for a period of sixty
60)days from the date of filing unless within such period Lessee is contesting in good faith
the validity of such lien and such lien is appropriately bonded.
7
1
1 1 K
vii. Failure of Lessee to perform or comply with any material covenant or condition made under
this Lease,which failure is not cured within ninety(90)days from receipt of Lessor's written
notice stating the non-compliance shall constitute a default (other than those covenants for
which a different cure period is provided),whereby Lessor may, at its option, terminate this
Lease by giving Lessee thirty(30)days written notice unless the default is fully cured within
that thirty(30)day notice period(or such additional time as is agreed to in writing by Lessor
as being reasonably required to correct such default).
b. Remedies of Lessor.
i.In the event of the occurrence of any of the foregoing defaults following written notice to
Lessee with opportunity to cure, Lessor, in addition to any other rights and remedies it may
have, shall have the immediate right to re-enter and remove all individuals, entities and/or
property from the Premises. Such property may be removed and stored in a public warehouse
or elsewhere at the cost of and for the account of Lessee,all without service of notice or resort
to legal process and without being deemed guilty of trespass, or being liable for any loss or
damage which may be occasioned thereby. If Lessee does not cure the defaults in the time
frames as set forth above, and Lessor has removed and stored property, Lessor shall not be
required to store for more than thirty (30) days. After such time, such property shall be
deemed abandoned and Lessor shall dispose of such property in any manner it so chooses and
shall not be liable to Lessee for such disposal.
ii. If Lessee fails to promptly pay,when due,any full installment of rent or any other sum payable
to Lessor under this Lease, and if said sum remains unpaid for more than five (5) business
days past the due date,the Lessee shall pay Lessor a late payment charge equal to five percent
5%) of each such payment not paid promptly and in full when due. Any amounts not paid
promptly when due shall also accrue compounded interest of two(2%)percent per month or
the highest interest rate then allowed by Florida law, whichever is higher ("Default Rate"),
which interest shall be promptly paid by Lessee to Lessor.
iii. Lessor may sue for direct, actual damages arising out of such default of Lessee or apply for
injunctive relief as may appear necessary or desirable to enforce the performance and
observance of any obligation,agreement or covenant of Lessee under this Lease,or otherwise.
Lessor shall be entitled to reasonable attorneys'fees and costs incurred arising out of Lessee's
default under this Lease.
c. Default by Lessor. Lessor shall in no event be charged with default in the performance of any of
its obligations hereunder unless and until Lessor shall have failed to perform such obligations within thirty
30) days (or such additional time as is reasonably required to correct such default) after written notice to
Lessor by Lessee properly and in meaningful detail specifying wherein, in Lessee's judgment or opinion,
Lessor has failed to perform any such obligation(s).
d. Remedies of Lessee. Lessee's remedies for Lessor's default under this Lease shall be limited to
the following:
i.For injunctive relief as may appear necessary or desirable to enforce the performance and
observance of any obligation,agreement or covenant of Lessor under this Lease.
ii. Lessee may cure any default of Lessor and pay all sums or do all reasonably necessary work
and incur all reasonable costs on behalf of and at the expense of Lessor. Lessor will pay
Lessee on demand all reasonable costs incurred and any amounts so paid by Lessee on behalf
of Lessor,with no interest.
8 sr 3
i1K
iii. Lessee may sue for direct,actual damages arising out of such default of Lessor. Lessee shall
be entitled to reasonable attorney's fees and costs incurred arising out of Lessor's default
under this Lease.
e. No Remedy Exclusive. No remedy herein conferred upon or reserved to either party is intended
to be exclusive of any other available remedy or remedies,but each and every such remedy will be cumulative
and in addition to every other remedy given under this Lease or hereafter existing under law or in equity. No
delay or omission to exercise any right or power accruing upon any event of default will impair any such
right or power nor be construed to be waived,but any such right and power maybe exercised from time to
time and as often as may be deemed expedient.
f. Non-Waiver. Every provision hereof imposing an obligation upon Lessee is a material inducement
and consideration for the execution of this Lease by Lessee and Lessor. No waiver by Lessee or Lessor of
any breach of any provision of this Lease will be deemed for any purpose to be a waiver of any breach of
any other provision hereof or of any continuing or subsequent breach of the same provision, irrespective of
ij the length of time that the respective breach may have continued.
Miscellaneous Legal Matters
20. This Lease and Operating Agreement shall be construed by and controlled under the laws of the State
of Florida. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between
the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation
shall be attended by representatives of Lessee with full decision-making authority and by County's staff person who
would make the presentation of any settlement reached during negotiations to County for approval. Failing
resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this
Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of Lessee with full
decision-making authority and by County's staff person who would make the presentation of any settlement reached
at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder,
the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Following the
conclusion of this procedure, either party may file an action in the Circuit Court of Collier County to enforce the
terms of this Lease,which Court the Parties agree to have the sole and exclusive jurisdiction.
21. This Lease and Operating Agreement contains the entire agreement of the Parties with respect to the
matters covered by this Lease and no other agreement, statement or promise made any party, or to any employee,
officer or agent of any party, which is not contained in this Lease shall be binding or valid. Time is of the essence
in the doing, performance and observation of each and every term, covenant, and condition of this Lease by the
Parties.
22. In the event state or federal laws are enacted after the execution of this Lease,which are applicable
to and preclude in whole or in part the Parties' compliance with the terms of this Lease,then in such event this Lease
shall be modified or revoked as is necessary to comply with such laws,in a manner which best reflects the intent of
this Lease.
23. Except as otherwise provided herein,this Lease shall only be amended by mutual written consent of
the Parties hereto or by their successors in interest. Notices hereunder shall be given to the Parties set forth below
and shall be made by hand delivery,facsimile,overnight delivery or by regular mail. If given by regular mail, the
notice shall be deemed to have been given within a required time if deposited in the U.S. Mail, postage prepaid,
within the time limit. For the purpose of calculating time limits which run from the giving of a particular notice the
9
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time shall be calculated from actual receipt of the notice. Time shall run only on business days which,for purposes
of this Lease shall be any day other than a Saturday, Sunday or legal public holiday. Notices shall be addressed as
follows:
If to Lessor: County Manager
Collier County Manager's Office
3301 East Tamiami Trail
Naples,Florida 34112
CC: Real Property Management
3301 Tatniami Trail
Building W
Naples,Florida 34112
If to Lessee: CC BSG Naples,LLC
Attn: Randall Cousins, Senior Vice President
3030 LBJ Freeway, Suite 600,
Dallas,Texas 75234
CC: CC BSG Naples,LLC
Attn: General Counsel
3030 LBJ Freeway,Suite 600,
Dallas,Texas 75234
Notice shall be deemed to have been given on the next successive business day to the date of the courier waybill
if sent by nationally recognized overnight delivery service.
24. Lessee is an independent contractor and is not any agent or representative or employee of Lessor.
During the term of this Lease, neither Lessee, nor anyone acting on behalf of Lessee, shall hold itself out as an
employee,servant,representative or agent of Lessor. Neither party will have the right or authority to bind the other
party without express written authorization of such other party to any obligation to any third party. No third party
is intended by the Parties to be a beneficiary of this Lease or to have any rights to enforce this Lease against either
party hereto or otherwise. Nothing contained in this Lease will constitute the Parties as partners or joint ventures for
any purpose,it being the express intention of the Parties that no such partnership or joint venture exists or will exist.
Lessee acknowledges that Lessor is not providing any vacation time,sick pay,or other welfare or retirement benefits
normally associated with an employee-employer relationship and that Lessor excludes Lessee and its employees
from participation in all health and welfare benefit plans including vacation, sick leave, severance, life, accident,
health and disability insurance,deferred compensation,retirement and grievance rights or privileges.
25. Neither party to this Lease will be liable for any delay in the performance of any obligation under this
Lease or of any inability to perform an obligation under this Lease if and to the extent that such delay in performance
or inability to perform is caused by an event or circumstance beyond the reasonable control of and without the fault
or negligence of the party claiming Force Majeure. "Force Majeure" shalt include an act of God,war(declared or
undeclared), sabotage,riot, insurrection,civil unrest or disturbance,military or guerrilla action, economic sanction
1: or embargo, civil strike, work stoppage, slow-down or lock-out, explosion, fire, earthquake, abnormal weather
condition,hurricane,flood,lightning,wind,drought,pandemic,and the binding order of any governmental authority.
26. Except to the extent necessary to operate the Golf Complex and then only in accordance with
applicable law, Lessee will not transport, use, store, maintain, generate, manufacture, handle, dispose, release or
to
ilK
discharge any Hazardous Materials upon or about the Premises, nor permit employees, representatives, agents,
contractors,sub-contractors, sub-sub-contractors, material men and/or suppliers to engage in such activities upon or
about the Premises.
27. In compliance with Section 404.056, Florida Statutes, all Parties are hereby made aware of the
following: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient
quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal
and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon
testing may be obtained from your County Public Health Department.
28. Lessee shall execute this Lease prior to it being submitted for approval by the Board of County
Commissioners. This Lease shall be recorded by the County in the Official Records of Collier County, Florida,
within fourteen (14) days after the County enters into this Lease, at Lessee's sole cost and expense, with a copy of
the recorded Agreement provided to County.
IN WITNESS WHEREOF, the Lessee and Lessor have hereto executed this Lease the day and year first
above written.
AS TO "THE LESSEE:
CC,BSG N/ajples,dLLC
By: 6 J/,1/-
Witness (si ature)
Em C10 ec k.r Se i(eo
E 7(0 Print me and Title)
print name)
Witness (signature)
76 4401
print name)
AS TO THE COUNTY:
ATTEST: BOARD OF :MINTY COMMISSIONERS,
Crystal K. Kinzel,Clerk COLLIER 0 Y, FLORID
0:9/141"--.1
By' a`I4111 . By:
Attestas to Chairma:i,s jA^- , Penny Taylor, Chair
signature on'v.
Approved as to form and , lity:
Scott R. Teach
Deputy County Attorney
ilK
EXHIBIT A
TRACTS A AND B,GOLDEN GATE-UNIT 1,ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN
PLAT BOOK 5,PAGES 60T0 64,OF THE PUBLIC RECORDS OF COLLIER COUNTY,FLORIDA,
AND
TRACT A,GOLDEN GATE-UNIT 8 PART 1,ACCORDING TO THE MAP OR PIAT THEREOF AS RECORDED IN
PLAT BOOK 5,PAGES 147 TO 151,AND TRACT A,GOLDEN GATE-UNIT 8 PART 2,ACCORDING TO THE MAP
OR PLAT THEREOF AS RECORDED IN PLAT BOOK 9,PAGES 108TO 112,ALL OF THE PUBLIC RECORDS OF
COLLIER COUNTY,FLORIDA.
LESS AND EXCEPT PARCEL(1):
BEGIN AT A POINT,CORNER NUM RI, +i4 5 PEET SO!lTEI Al<1 7 3 FEET EAST OF THE NORTHWEST
CORNER OF TRACT"A"OF GOL 11;E-SCiBDIVISION,UNIT I;,PA P ;,A3,SHOWN ON A PLAT THEREOF
RECORDED IN PLAT BOOK 9,P GS.
0' -
112,OF THE PUBLIC RECOR -tF CGtLLUER COUNTY,FLORIDA;
THENCE RUN N.0 DEGREES 5'04`' .-16.9i ff.ET TO CORNER NUMBet 2 ON.THE EAST LINE OF AN ACCESS
EASEMENT;THENCE RUN N.12 EGf21.S.S1.'43"`E:3t94'F 1DALONGS EASEMENT TO A POINT OF
CURVATURE,THENCE RUPi NO 'HERLY ALOY TJIEARC OF A CLIRVE TO fliE LEI%WHOSE RADIUS IS 577.88
FEET AND WHOSE CENTRAL AI L'E` Z' "" NCE OF 78.51 FEET TO CORNER
NUMBER 3;THENCE N. 9 DE E 44 " .B .59' E'I Q C E ER 4;THENCE S.0 DEGREES
COERINU ER 'T EN S,, DEG ES '5 "W.98,46 FEET TO CORNER15'04 E.116.40 FEET T C A+1
NUMBER 6; t •. j
THENCE S.50 DEGREES 0 ' !6"W.14.20 FEET TO CORNER-NUMBER AN' a;,:. OINT OF BEGINNING.
t .. t
AND ALSO LESS AND EXCE T,PigkEL(2):
A PARCEL OF LAND IN COLLIEICI NY,,FLORIDA,MORE PARTIC LYt7 ESCRIBED AS FOLLOWS AND
BEING A PART OF THE PLAT OF 1`R4d,AO'-G LDE AS RECORDED IN PLAT BOOK 9,
PAGE 107-A,OF THE PUBLIC RECORbS_OF b COIF Y t hF UDA,MORE PARTICULARLY DESCRIBED AS
FOLLOWS: i , ( 4,
COMMENCING AT THE NORTHWEST CORNER OF TRACT A;THENCE RUNNING SOUTH A DISTANCE OF
649.27 FEET ALONG THE WEST BOUNDARY OF SAID TRACT A;THENCE RUNNING EAST 336.31 FEET TO A
POINT,SAID POINT BEING ALSO DESCRIBED AS THE POINT OF BEGINNING; THENCE RUN NORTH 89'54'21"
EAST,A DISTANCE OF 331,15 FEET TO A POINT;THENCE RUN NORTH 0'09'03"EAST A DISTANCE OF 75.04
FEET TO A POINT;THENCE RUN NORTH 23'43'43"EAST A DISTANCE OF 104.18 FEET TO A POINT;THENCE
RUN NORTH
47'07'42'WEST A DISTANCE OF 196.55 FEET TO A POINT;THENCE RUN SOUTH 89'44'56"WEST A
DISTANCE OF 184.50 FEET TO A POINT;THENCE RUN SOUTH 50'09'46"WEST A DISTANCE OF 14.20 FEET
TO A POINT;THENCE RUN SOUTH 110 04'09"WEST A DISTANCE OF 113.36 FEET TO A POINT;THENCE
RUN SOUTH 3'45'30"WEST A DISTANCE OF 183.92 FEET TO THE POINT OF BEGINNING.
The Parties agree to enter into a subsequent amendment to the Agreement to exclude certain agreed upon parcels from this legal
description,which references the entire Premises.
12
i1K
AND ALSO LESS AND EXCEPT PARCEL(3)
COMMENCING AT THE NORTHWEST CORNER OF TRACT I OF SAID GOLDEN GATE UNIT 1, RUN S 00°31'32"E
ALONG TI IL'WEST I INC Of SAID TRACT I FOR A DISTANCE OF 460.24 FEET TO A POINT OF CURVATURE;
THENCE 78.16 FEF.T ALONG THE ARC Of A CURVE TO THE LEFT HAVING A RADIUS OF 50.00 FEET,A
CENTRAL ANGLE.OF 89'33'45",A CHORD DISTANCE OF 70.44 FEET,BEARING
S 45°24'29"F'10 A POINT OF TANGENCY AND AN INTERSECTION WITH THE SOUTH LINE OF SAID TRACT I;
THENCE ALONG SAID LINE N 89'30'20"E FOR A DISTANCE OF 149.52 FEET TO THE POINT OF BEGINNING;
THENCE CONTINUE N 89°30'20" E FOR A DISTANCE OF 143.25 FEET;
THENCE LEAVING SAID LINE.S 00°29'40" E FOR A DISTANCE OF 116.67 FEET;
THENCE S 89'53'11"W FOR A DISTANCE OF 72.43 FEET;
THENCE N 86°58'47"W FOR A DISTANCE OF 69.02 FEET;
THENCE N 02°03'40" F FOR A DISTANCE OF 48.97 FM;'; .
THENCE N 14"13'43"W FOR A DISTANCE OF•17.31 FELT;
TI IENCE N 00°29'40"W FOR A DISTANCE OF 46.23 FEET TO THE PbINT OF BEGINNING;
i
THE ABOVE DESCRIBES AN AREA OF APPROXIMATELY 7,190,871 SQUARE FEET OR 165.08 ACRES OF LAND.
r I ',
COASTAL ENGINEERING CONSULTANTS,INC:.
FI ORIDA BUSINESS AUT 4 "ION NO.LB 2464
VON` Or,
RICIIARD J.EWING, ,.'.1.
PROFESSIONAL SURVEY°;AND.MAPPER
i // ,l
FLORIDA CERTIFICATE N•:'52.9',,
NOT VALID WITHOUT THE SIGNATURE AND
j TIIE ORIGINAL RAISED SEAL OF A FLORIDA
LICENSED SURVEYOR AND MAPPER
CFC FILE NO.19.059
DATE OF SIGNATURE: 7. 9-/9 • ' '
13
iIK
wEXHIBff A
11
Wiz' 3 i•. _ LE END
r-INIMMIMMill iT' •::43:._[y+•-L]v 3a'r'i7C1i3F.:`I:•1'n-Tn r6ArA 600 0 160 600 Io00
a. LO-Dll71VtY LAM
d p 3 H1D0111 s ,aat1 t0)•DESC171aN0ATA SCALE:i`=SOO•
1 15}(51 K--pAr6Ggt 1. . k 95NERALNOTESI- l it
I 4l344a rphesf.o g 1. 6a1Ver{6)uule..Ltions w®I1HA MO 6GAaaal N6ralnl•C Oil nrt 6aml
S Prtt 2 7-•
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r s NOW of wAY 50201000Lfl10ATEt0E0AY.
h567 IjSSf(
gg] , I es•+P+,
s
CXX•CU RYE TABLE
tt
ES FA fia curly PAMs DELIA Lu.am Wow eEMOa N.
53
cl !Naar 10-0719 0»77
Nlpyy7e vows) pfC[pl D7 i?L v. CI 1100/ 5MM »1M IN174+84
I •_
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tl lIL2 AM)11C0'1.714)
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p6.241.22E !S. VL Y.5 G{4 1 :lom Er i»/r
mu. Pf01EE 1171,501.1511in ri llaar Mir :17.IT /r1`1/04W
10 ko Thea 1 r 1'. ` D x 1iaao Iroow 1111/
NI 70 nat. ..'j,i_1` ¢¢ CLIq it 000 ialr Lg11' M4"6OXTVi
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LXX•LINE TABLE \11°‘nf-\\ \ goir r ) I LV CI KW KNOW ii6i no N41'irfrE
LING 6EAntw DISTANCE 4:170-A; .
1
i
it
L\n q wGtl 7112 Tall N1S•U7iw
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yr
MO
p a NOT ASURVEY PnorwloR.u2waeY NuW54P
rn67tr/F znsr a RORMaWTVIULEQC 1112
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MAN OM PLEASE SEE ATTACHED REnuavAirACwu o AArloaa
L IM404TW last 1Mr4111re Val No UTAra PMT3
IrrltiSi0 N1IY8Y0RNOLVPPPI
tM04116 las
173 Tarr PAOE6 #TI2IdA41r7)
LDESCRIPTK)N
w 1u 7•c/
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6 aSTi.,..,
GOLL1ER COUNTY RONID OF COUNTY CONM1051OHER0 -,
oa r.1:
1 .S! .1 r.0•.O WIx WM i w
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1
EXHIBIT A
1I 4R PARvcau
aaTPARtornlmalr.E» ®
LEOE
TA
500 0 250 500 1000
L' R)•61KYtY0A1A
V•
1.coccendiCATA SCALE:r<sar
ENERAL NOTES
CO 1C,, R.Fa{.Y(518fMN0emsfio Ot1Act0PB1.WM a Ma•41o1F ON ilrt south
Paarta WAY LrEacacaLwrePARlwAr.
r//
CO-CURVE TABLE.
4Hanc'E agar) 7104r•A•
pRO af1U 111Aill Q4Wp el00.51 Ni
N6r1ec1-%VAT IV) ,y*IT a c: ._ 5tear 11 010V marPlATe0A01ft,<1`,,\// }Bp+
L cl 11aw MO' MO M4e3atri
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E9 f-•,,-,J '\-`
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Halms 1101 R 1` 7> ` `(\ iliSOY tom. 4NN cr011915
now rnosa la 12
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LXX•LINE TABLE m •-'•+ 71Ur 1E1712 Inx
I Lr , @@ 7n.1r Mir 7»a Ni1V17S1V
I '++ Y CI 1100u OEM' in
Me /UIOFA 11.11741711 CI 110m 14rlpr 51170 14a•Or11AYcu1X(tqLrP
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l
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NOT ASURVEY
l PLEASE SEE ATTACHED LEGAL
i DESCRIPTION
µ,. .. 1.aiv
T..v
COWER COUNTY WARD OF COUIRY COALIALSWONEHS
1 t1,8 awe q___ w La.
r
L•
6KETCH OF OESCIUISTION Of AtMC4. 4WY Lwow winl,,x•07RlALE. '
La WO, I tutf./ccut ww710.
2:
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3+
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EXHISr-A ----
E D
AMRATAPOO/TOFOTa L)•a1 OW(O1TA
WO 0
t
50 100 200
GENERALNO1ES
I. flO('AAREQ(DAsfit UM OAR WARM)Of HariT01E DN THE Salllli
p
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Y CABLElitNolDCOltPi. INI
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r--_ LOt[pPA1ATAT S PART:CXX-CURVE TABLE
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j11j,,9977 AP{ SKETCH OF DESCRIPTIONIIp01(Tprirf fOfD iMgtlM]Y/iseryoi Pi NOTA SURVEY
lc ..HDF%QST Ei66•Iit1Y!Moto)
t EASTlYAl1tO1
H62•b47YE S1r.Ibpi PLEASE SEE ATTACHED LEGAL
IL$4 W SI if I
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EXHIBIT B
Construction of the Golf Complex
I. Improvements.
Lessee will improve the Premises by constructing thereon the BigShots Facility,at its own cost and expense,
consistent with BigShots' March 18, 2021 Proposal, including the following improvement features, subject to
approval by the Parties of the final BigShots Facility plans:
Hitting bays with the latest BigShots Golf tracking technology,hardware,and audio video
experience.
Two story Building with 200+ full-service dining seats, food and beverage areas (first and
second floor),private event space and patio.
Lessor will improve the Golf Course portion of the Premises by redesigning and reconstructing the existing
golf course into a 12-hole golf course incorporating portions of the original former Golden Gate Golf Course
layout.
For the entire Term and Renewal Terms of the Lease, Lessee shall use the Premises as a Golf Complex open
to the public for use by all the residents and visitors of Collier County (the "Permitted Use"). The exact location
upon the Premises in which the BigShots Facility will be situated and the exact portion of the Premises to comprise
the Golf Course shall be in accordance with plans and specifications approved in writing by the County.
a. BigShots Facility-Construction Activity.
1. Lessee shall not commence any site work, building, alterations, additions or infrastructure
improvements,or engage in any construction activity on the Premises,without the prior written consent and approval
of the County. Further, Lessee shall obtain the County's written consent and approval of all plans for site work,
buildings, alterations, additions, grading, paving, drainage, utilities, landscaping, or other infrastructure
improvements before construction may be commenced. All construction of improvements must conform with the
approved plans and shall be constructed or installed in accordance with all applicable statutes,ordinances, building
codes, and rules and regulations of the County,and any other authority that may have jurisdiction over the Premises
and Lessee's operations. Lessee is solely responsible for determining and obtaining all necessary permits and
approvals, and for paying all fees required, for the construction. The County's approval of Lessee's plans and
specifications does not constitute a representation or warranty as to their conformity with Collier County building
standards, codes or zoning.
2. Lessee shall plan, organize, supervise, schedule, monitor, direct and control the construction of the
BigShots Facility competently and efficiently,devoting such attention thereto and applying such skills and expertise
as may be necessary to perform the work in accordance with the plans approved by the County. Lessee shall be
responsible to see that the finished construction complies accurately with those approved plans. A construction
superintendent,who shall be subject to the County's approval and not be replaced without prior written notice to the
County Manager except under extraordinary circumstances, shall be on site at all times during construction. All
communications given to the superintendent shall be as binding as if given to the Lessee. The superintendent shall
be on the Premises at all times during construction whenever Lessee's work crews,or work crews of contractors and
other parties authorized by Lessee are engaged in any activity whatsoever associated with the construction related
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to the BigShots Facility. Should the Lessee fail to comply with the above condition, the Lessee shall be in breach
of this Agreement and the County may pursue its remedies for events of breach as provided herein.
3. By executing and entering into this Agreement, the Lessee is formally acknowledging without
exception or stipulation that it and its contractors are fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto,
as either may be amended. Failure by the Lessee and its contractors to comply with the laws referenced herein shall
constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this
Agreement consistent with the termination provisions provided herein.
Statutes and executive orders require employers to abide by the immigration laws of the United States and to
employ only individuals who are eligible to work in the United States. The Employment Eligibility Verification
System(E-Verify)operated by the Department of Homeland Security(DHS)in partnership with the Social Security
Administration (SSA), provides an Internet-based means of verifying employment eligibility of workers in the
United States; it is not a substitute for any other employment eligibility verification requirements.
Lessee and its contractors are required to enroll and comply with the E-Verify program, and provide
acceptable evidence of its enrollment,at the time of the execution of this Lease. Acceptable evidence consists of a
copy of the properly completed E-Verify Company Profile page or a copy of the fully executed E-Verify
Memorandum of Understanding for the company. Additionally, the Lessee shall require all subcontracted
contractors working at the Premises to use the E-Verify system for all purchases except: (1) commodity based
procurement where no services are provided,and(2)where otherwise waived by the County.
For additional information regarding the Employment Eligibility Verification System (E-Verify) program
visit the following website: I tttr//www.dhs.gov/li-Vcrit}. It shall be the Lessee's responsibility to familiarize
themselves with all rules and regulations governing this program.
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4. Lessee and its contractors agree to keep the project site clean at all times of debris,rubbish and waste
materials arising out of any improvement to the Premises. At the completion of any improvements, Lessee and its
contractors shall remove all debris, rubbish, and waste materials from and about the site of the Premises, as well as
all tools,appliances,construction equipment and machinery and surplus materials,and shall leave the Premises site
clean and ready for occupancy.
5. Lessee further agrees that all right and title to any alterations, additions and improvements made to
the Premises during the Lease Term shall vest in the County upon termination of the Lease,subject to the terms and
conditions of this Agreement,shall not be removed,and shall remain on the Premises as the property of the County
upon the expiration or termination of this Lease. To that end, all common infrastructure funded and built in
accordance with the Lessee's construction plans as approved by the County but outside the leased Premises,
including but not limited to gates, fencing, an access roadway extending to the proposed Terminal parking lot and
other common area improvements, shall be turned over to the County upon the completion of construction with all
right and title vesting upon termination of the Lease.
b. BigShots Facility-Commencement of Construction/Schedule
1. Lessee agrees that Lessee shall commence the construction of the approved improvements within
twelve(12) months from the Effective Date of the Agreement. If Lessee fails to timely commence construction of
the approved improvements within twelve (12) months from the Effective Date of this Lease, then, subject to
mutually agreed upon reasonable extension(s) due to Acts of God or events outside the reasonable control of the
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Lessee, this Agreement shall terminate after Lessor provides Lessee with a written thirty (30) days' notice of an
opportunity to cure,with each party bearing its own cost to that date.
Prior to commencing construction of improvements on the Premises, the Lessee shall comply with all the
following provisions:
i) Commencement. The Parties agree that Lessee has expertise in operating the Permitted Use planned
for the Golf Complex;therefore, it is in the best interest of the parties to work collaboratively and in good faith in
developing the site plan and construction documents for the Premises. The Parties agree to schedule and hold regular
progress meetings to discuss the Plans and Specifications, however, all final decisions regarding the Plans and
Specifications are at the County's reasonable discretion. Within six(6)months of the Effective Date of this Lease,
Lessee shall deliver to the County all drawings, plans and specifications for construction of the improvements
contemplated to be constructed on the Premises at Lessee's cost, with a proposed schedule of completion of
construction. Within thirty (30)days of receipt thereof,the County shall either notify Lessee of its approval of the
proposed plans and specifications or reject the proposed plans and specifications with recommended revisions. The
Lessee shall prepare revised plans and specifications,consistent with the County's recommendations. Lessee shall
have the option of resubmitting to the County revised plans and specifications, incorporating the County's
recommended revisions, within thirty (30) days of Lessee's receipt of the County's recommended revisions; or, of
terminating this Lease. If revised plans and specifications are submitted to the County,and the County again rejects
the revised plans and specifications,the process shall repeat itself; however,this process shall be completed within
twelve (12) months from the Effective Date. In the event Lessee has not submitted acceptable plans and
specifications to the County(and the County has approved the same in writing)within 12 months from the Effective
Date,this Lease shall terminate. In addition to County approval,Lessee shall obtain at its sole cost all necessary or
appropriate approvals and permits from Collier County, the State of Florida, South Florida Water Management
District and all other required governmental or non-governmental agencies or parties, subject to the County's
assistance,if necessary.
Notwithstanding anything herein to the contrary, Lessee acknowledges and agrees that: (i) plans and
specifications will not be considered approved by the County unless and until a complete permit set has been
approved in writing by the County's Manager(provided,however,draft plans and specifications may be submitted
by Lessee to the County and Collier County for preliminary review prior to application for approval by the County
and any other agency whose approval is required); and (ii) all permit applications, modifications, responses to
Requests for Additional Information("RAI"),South Florida Water Management District and other governmental or
non-governmental agencies or parties must first be sent to the County's Manager for prior written approval (and
Lessee understands and agrees that no communication with the South Florida Water Management District
concerning the Premises or regarding any permit applicable to the County is allowed without the prior written
approval of the County's Manager).
c. Performance Bond or Letter of Credit.
Prior to the commencement of construction of any improvements on the Premises costing greater than Two
Hundred Thousand and 00/100 Dollars ($200,000.00), Lessee and/or its contractor(s) shall cause to be obtained a
payment and performance bond(that meets the requirements of Section 255.05,Florida Statutes)or letter of credit
in a sum equal to the full cost of all such improvements. Said payment and performance bond, letter of credit or
other security shall (i)name the County as an obligee or beneficiary thereunder,(ii)be from a company acceptable
to the County and licensed to do business in the State of Florida, (iii) contain terms and conditions and be in form
and substance satisfactory to the County, (iv) guarantee the full and faithful performance of the construction and
completion of all improvements (and payment to all persons supplying Lessee labor, materials and supplies used
directly or indirectly in the prosecution of the construction work provided) in. accordance with final plans and
specifications approved in writing by the County, free from all liens and claims of contractors, subcontractors,
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mechanics,laborers and materialmen following the commencement of construction;(v)provide that the construction
work shall be completed by the Lessee, its contractor,or, on their default,the surety; (vi) specify that in default of
such completion and payment, such part of the amount of the surety as shall be required to complete the work shall
be paid to the County as liquidated and agreed damages for the non-performance of Lessee's agreements, it being
agreed the exact amount of the County's damages is difficult and impractical to ascertain; and (vii) defend, hold
harmless,protect and indemnify the County against all losses, liabilities, damages,expenses,claims and judgments
caused by or resulting from any failure to perform completely all of the work described; and(viii) provide that the
duty to defend under this section is independent and separate from the duty to indemnify, exists regardless of any
ultimate liability of Lessee, the County or any indemnified party, arises immediately upon presentation of a claim
by any party and upon written notice of such claim being provided to Lessee;and(ix)that the obligation to indemnify
and defend under this section will survive the expiration or earlier termination of this Lease until it is determined by
final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is
fully and finally barred by the applicable statute of limitations.
The County may but shall not unreasonably disapprove the surety. The surety shall be deemed
approved unless a notice of disapproval is given by the County within thirty(30)business days after receipt of the
proposed surety.
d. "As Built"Plans and Survey.After the fmal plans and specifications are approved in writing
by the County, the Lessee shall diligently and continuously prosecute the construction of the approved
improvements. Upon completion of the approved improvements,Lessee shall provide County with"as built" plans
and an"as built"survey certified to the County.
e. Construction Documents. Lessee shall construct all site improvements on the Premises in
accordance with the plans and specifications approved by the County.
f. Satisfactory Completion and Certificate of Occupancy. Notwithstanding anything in this Lease
to the contrary, unless this Lease is earlier terminated, the Lessee shall satisfactorily complete construction of, and
obtain a certificate of occupancy from the Collier County for,all the improvements on the Premises approved by the
County within twenty-four(24)months from the Effective Date of this Lease.
g. Inspection and Acceptance. Lessee shall obtain all building permits and approvals required. All
improvements including,but not limited to,buildings,site preparation,sub-grade preparation,paving,drainage,and
overall development of the Premises, shall be subject to inspection, testing, and acceptance in accordance with
applicable law.
h. Engineering. Lessee must set the necessary boundary stakes on the Premises and shall provide any
surveys required for the design of the area paving. Any material deviation from the approved plans and specification
must have prior approval by the County and any required governmental agency.
i. Utilities. Upon the prior written approval by the County Manager, Lessee may install other utilities
on the Premises at its own cost and expense,including all connection,inspection,and service fees.All utilities must
be installed underground,unless agreed to in writing by the County and waived by any approving utility authority
or agency. The County may negotiate with Lessee for the over sizing or extension of utilities to serve other parcels
on the Premises.
j. Paving and Concrete. Lessee must construct pavement with an expected pavement life of no less
than twenty (20)years, Any roadway access must be in accordance with the Florida Department of Transportation
j.
standards as set forth in the"Manual on Uniform Standards" for comparable construction.
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k. Finish Site Grading.Lessee shall perform,at Lessee's expense,all finish grading of the Premises.
1. Frontage Clearances. Lessee shall insure that all frontages and clearance of the improvements (i)
comply with Collier County standards, and(ii)do not encroach upon any building restriction line.
m. Parties' Cooperation. The Parties will assist and cooperate with one another in connection with
reasonable requests by the other Party for any permit, license or other approval which may be reasonably necessary
for or which will facilitate the development,operation and use of the Golf Complex.
n. Subsequent Construction Activity. Except as authorized and approved in strict accordance with
this Agreement,Lessee shall not commence or conduct any new construction or work,or alter or repair any existing
improvements, on the Golf Course costing greater than Twenty-Five Thousand and 00/100 Dollars ($25,000.00)
without the County's prior written approval, which approval may be approved, denied, delayed, or conditioned in
the County's sole absolute discretion.
o. Discharge of Liens. Lessee shall not cause or allow any Gs pendens,construction,labor,mechanic's
or materialman's lien to be filed against the Premises,the County or the County's real or personal property. In the
event of the filing of any lien,or any other charge whatsoever against the Premises,the County or its property,Lessee
shall immediately take all necessary action to secure the release of same and shall provide, at Lessee's expense, all
bonds,security or undertakings to accomplish the release of such liens. In the event Lessee fails to secure the release
of any such liens, the County shall have the right, but not the duty or obligation, to take any action it deems
appropriate to secure the release of any such lien including paying the underlying obligation to the lienor. Lessee
agrees to indemnify and hold the County harmless from all liability, damages associated with this requirement,
expense and costs including reasonable attorneys'fees.
kr
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Exhibit C
Scope of Work
TERMS OF OPERATING 12-HOLE GOLF COURSE
1. COMMENCEMENT OF SERVICES. The Lessee's BigShots Facility shall be open for business
to the public no later than thirty (30) days after the issuance of Certificate of Occupancy for the BigShots Facility
on the Premises.
2. STATEMENT OF WORK. The Lessee shall provide services in accordance with the terms and
conditions of Invitation to Negotiate No.21-7863,Lessee's proposal thereto,and the terms and conditions of this Agreement,
including all attached Exhibits. At a minimum, the Lessee shall staff and professionally manage and operate the Golf
Course,as follows:
Provide a professionally managed, properly staffed, and operated Golf Course, including on-site
staff responsible for the required agronomic practices of the Golf Course in accordance with industry
golf course best maintenances practices.
12-hole Golf Course operating hours (subject to mutual adjustment, inclement weather, and force
majeure):
Open from dawn to dusk, Monday through Sunday,365 days a year.
Driving range and putting green:Monday through Thursday 9:00 a.m.to 11:00 p.m. and 9:00
a.m. to 12:00 a.m. Friday through Sunday.
Provide preferred Golf Course rates/pricing and access for First Tee and Collier County residents as
specifically stated in this Agreement.
Provide marketing, accounting and best practices support for the golf course venture.
Provide innovative and experiential learning opportunities for the youth of Collier County.
Offer Golf Course Memberships and tournament sales to keep the course busy during off-peak
operating periods.
Copies of the First Tee Term Sheet and the Collier County Resident Discount rates are attached to the
Agreements as Exhibits E and F,respectively.
3. MONTHLY REPORTING REQUIREMENTS. Lessee shall submit a monthly report to County,
by the fifteenth(15th)of each month,detailing the monthly Statement of Gross Receipts that are the basis for Lessee's
monthly payment of State sales tax, which receipts shall be subject to audit. The monthly report shall also include,
at minimum, daily attendance figures and a copy of the Lessee's State Sales and Use Tax Report, as prescribed by
the State of Florida Revenue http://clormiyflorida.com/dor/taxes/sales_tax.htfilltitabl. Lessee's failure to timely
produce the monthly report shall be considered a material breach of the Agreement. The County has no duty to
notify the Lessee of its failure to remit the monthly report.
4. J?INANCIAL REVIEW. RECORDS, AUDIT. Upon request, the Lessee shall provide, at its
expense,an independent review of the Lessee's financial records.The purpose of this review is to substantiate that
the County has been compensated in accordance with this Agreement.
The Lessee grants to the County the right and authority(or shall permit any duly authorized agents or representatives
of the County),to audit all records,documents, and books pertaining to Lessee's operation of the Golf Course and
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as reasonably necessary to validate payment of the Rental Percentage. The Lessee agrees to provide materials for
any such audit electronically or at the place designated by the County, all at no cost to the County. The Parties
agree that the financial records of BigShots are confidential,proprietary,and contain trade secrets that are exempt
from disclosure,unless otherwise required by the Florida Public Records Law,Chapter 119, Florida Statutes.
5. SALES TAX. Lessee shall pay all sales,consumer, use and other similar taxes associated with the
Golf Complex,which are applicable during the performance of the Agreement.
6. POINT OF SALE EQUIPMENT: The Lessee must use point-of-sale ("POS") electronic cash
machines or other electronic accounting control equipment for the proper control of cash payments. Point of Sale
reports must be maintained and made available upon demand during the entire term of the resultant Agreement
with Collier County. All sales must be accompanied by a receipt to the customer.
7. NO IMPROPER USE. The Lessee will not use, nor suffer or permit any person to use in any
manner whatsoever, the Golf Complex for any purpose in violation of any federal, state, county or municipal
ordinance,rule,order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or
adopted. In the event of such violation by the Lessee or if the County or its authorized representative shall deem
any conduct on the part of the Lessee to be objectionable or improper,the County shall have the right to suspend
the Agreement. Should the Lessee fail to correct any such violation,conduct,or practice to the satisfaction of the
County within twenty-four(24)hours after receiving notice of such violation,conduct,or practice,such suspension
shall continue until the violation is cured. The Lessee further agrees not to commence operation during the
suspension period until the violation has been corrected to the satisfaction of the County.
8. COOPERATION. The Lessee agrees to cooperate with the County in the conduct of surveys and
to provide reports of visitor usage of the Golf Complex,as reasonably requested by the Collier County Manager or
the Manager's designee.
9. WAIVER OF INTERFERENCE.The Lessee hereby waives all claims for compensation for loss
or damage sustained by reason of any interference with operation of the Golf Complex by any public agency or
official in enforcing their duties or any laws or ordinances. Any such interference shall not relieve the Lessee from
any obligation hereunder.
10. EMPLOYEES; MANAGER. The Lessee shall employ people to work at the Golf Course who are
courteous and well mannered. Subject to the American with Disabilities Act, Lessee shall supply competent
employees, who are physically capable of performing their employment duties. The Lessee shall have an
experienced manager overseeing the operations at all times when open for business. When the manager is absent,
the operation shall be directed by an assistant manager, experienced,and trained in such operations. There shall be
an after-hours contact person available by telephone and the contact phone number shall be provided to the County
Manager,or the Manager's designee.
11. NO DISCRIMINATION. There shall be no discrimination as to race, gender, color, creed or
national origin in the operations referred to by this Agreement;and further,there shall be no discrimination regarding
any use, service, maintenance, or operation of the premises. All facilities located on the premises shall be made
available to the public,subject to the right of the Lessee to establish and enforce rules and regulations to provide for
the safety,orderly operation,and security of the facilities.
12. STORM WARNING. Upon declaration of a hurricane projecting an imminent strike, or the
implementation of evacuation procedures from Collier County, Lessee shall meet with the County Manager or the
Manager's Designee for the formulation of plans to ensure the improvements on the Lease Premises have been
properly secured for hurricane approach. Lessee is required to secure all items owned and maintained by the Lessee.
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13. SAFETY AND SECURITY. The Lessee must provide at its expense any security measures to
protect its area, equipment, and materials, consistent with applicable law. The County will not assume any
responsibility for area security or alarms other than routine law enforcement patrols.
In the event of any emergencies, safety or security accident or incident to employees, visitors, and/or property the
Lessee must communicate to the County Manager, or the Manager's Designee, immediately followed by a written
incident report. The Lessee is to have a written safety and security plan for the Golf Course. The Lessee will
cooperate with all jurisdictional law enforcement agencies and personnel.
14. SIGNAGE. All signage, advertising and posting shall be as approved by County. Signs that will be
used for advertising purposes shall be constructed and maintained to County standards as defined by the Code
Compliance Department. The use of the Collier County Logo is prohibited.
15, PRICES. All prices must be displayed and visible by the Lessee's customers.
16. )'ROHIBITION OF GIFTS TO COUNTY EMPLOYEES, No organization or individual shall
offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County
employee, as set forth in Chapter 112, Part Ill, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as
amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the
following consequences: (a) Prohibition by the individual, firm, and/or any employee of the firm from contact with
County staff for a specified period of time;(b)Prohibition by the individual and/or firm from doing business with the
County for a specified period of time, including but not limited to: submitting bids, Request for Proposals, and/or
quotes; and, (c) immediate termination of any Agreement held by the individual and/or firm for cause.
17. COMPLIANCE WITH. LAWS, By executing and entering into this Agreement, the Lessee is
formally acknowledging without exception or stipulation that it agrees to comply,at its own expense,with all federal,
state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement,
including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8
U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation,
equalemployment and safety including,but not limited to,the Trench Safety Act, Chapter 553, Florida Statutes,and
the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. §
119.0701(2)(a)-(b)as stated as follows:
iF THE LESSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES,TO THE LESSEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
CONTRACT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
Communication and Customer Relations Division 3299 Tamiami Trail East,Suite 102
Naples, FL 34112-5746
Telephone: (239)252-8999
Email: I'ublicRccordRe( ucsi(u colliereountv1Lgo%
To the extent applicable, the Lessee must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the service.
2. Upon request from the public agency's custodian of public records,provide the public agency with
a copy of the requested records or allow the records to he inspected or copied within a reasonable
time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by
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law.
3. Ensure that public records that are exempt or confidential and exempt from public records disclosure
requirements are not disclosed except as authorized by law for the duration of the contract term and
following completion of the contract if the Lessee does not transfer the records to the public
agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in
possession of the Lessee or keep and maintain public records required by the public agency to
perform the service.If the Lessee transfers all public records to the public agency upon completion
of the contract,the Lessee shall destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. If the Lessee keeps and maintains
public records upon completion of the contract,the Lessee shall meet all applicable requirements
for retaining public records. All records stored electronically must be provided to the public
agency, upon request from the public agency's custodian of public records, in a format that is
compatible with the information technology systems of the public agency.
If Lessee observes that the Contract Documents are at variance therewith, it shall promptly notify
the County in writing, Failure by the Lessee to comply with the laws referenced herein shall
constitute a breach of this Agreement and the County shall have the discretion to unilaterally
terminate this Agreement immediately.
18. AGREEMENT STAFFING. The Lessee's personnel and management to be utilized for this
Agreement shall be knowledgeable in their areas of expertise.The Lessee shall assign as many people as necessary
to complete required services on a timely basis,and each person assigned shall be available for an amount of time
adequate to meet required services.
19. 1SECURITY.With respect to the Golf Course and the construction improvements made pertaining to
the BigShots Facility, the Lessee and its contractor(s) are required to comply with County Ordinance 2004-52, as
amended to the extent applicable. Background checks are valid for five (5) years and the Lessor shall not be
responsible for any associated costs.If required, Lessee shall be responsible for the costs of providing background
checks by the Collier County Facilities Management Division for all employees that shall provide services to the
County under this Agreement. This may include, but not be limited to, checking federal, state and local law
enforcement records,including a state and FBI fingerprint check,credit reports,education,residence and employment
verifications and other related records. Lessee shall be required to maintain records on each employee and make
them available to the County for at least four(4)years or as otherwise required by applicable law. The Lessee and
its contractor(s) must have a drug and alcohol policy consistent with County Policies (CMA 5312) or as otherwise
required by applicable law.
24
I 1C
EXHIBIT D
PERCENTAGE RENT
Year Percentage
Commencement Date
06/08/2021 —12/31/2021 0%*
01/01/2022— 12/31/2022 0%*
01/01/2023— 12/31/2023 0%*
01/01/2024— 12/31/2024 1%*
01/01/2025 — 12/31/2025 2%**
01/01/2026—the end of the Term 3%**
including all Extended Terms, subject to
the County's right to renegotiate the rate
for Renewal Terms as provided in the
Agreement)
The Lessee's contribution to the design and construction of the initial improvements
made to the Premises are made in lieu of rent through December 31, 2023.
Percentage Rent to be paid by Lessee shall be calculated by multiplying (a) Gross
Receipts/Revenue (including Golf Course operations) as shown on the Statement of
Gross Receipts/Revenue filed with the Florida Department of Revenue by (b) the
percentage set forth in this Exhibit D. The Percentage Rent shall be calculated on the
immediately ending quarter and paid no later than twenty (20) days after the end of
such immediately ending quarter. For the avoidance of doubt, Lessee's first
Percentage Rent payment will be determined based upon the Statement of Gross
Receipts/Revenue for the first quarter of 2024.
fr)CAO
i1K
EXHIBIT E
FIRST TEE TERM SHEET
BINDING TERM SHEET
BigShots Naples—Facilities Access for The First Tee of Naples/Collier
June 3,2021
Reference is made to that certain Long-Term Lease and Operating Agreement("Lease"),
anticipated to be entered into by and between CC BSG Naples, LLC ("BSG Naples"), as Lessee,
and Collier County,a political subdivision of the State of Florida("County"),as Lessor. This term
sheet (this "Term Sheet") evidences the general agreement of BSG Naples and The First Tee of
Naples/Collier("First Tee")relating to access for First Tee to the Golf Course (as defined in the
Lease). First Tee and BSG Naples are sometimes referred to herein as,"Party" or"Parties".
Facility: The redesigned golf course ("Golf Course") and to-be-built
BigShots branded golf entertainment facility ("BigShots Facility")
located at 4100 Golden Gate Pkwy,Naples,FL 34116.
Golf Course Access During
First Tee Supervised
Programing Periods: Complimentary Golf Course access for 20-50 First Tee participants
during the following periods when participating in First Tee
supervised programing* with tee time reservations when the Course
is open to the public:
September to May, Monday through Friday, 3PM to 630PM
June to August,Monday through Friday, 8AM to 2PM
Discounted Golf Course access (60%off the posted greens fee) for
20-50 First Tee participants during the following periods when
participating in First Tee supervised programing* with tee time
reservations when the Course is open to the public:
September to May, Saturday after 3PM
June to August, Saturday after 1030AM
First Tee staff and volunteer coaches play for free during First Tee
supervised programming periods with tee time reservations when
the Course is open to the public.
Golf Course Access Outside
of First Tee Supervised
Programming Periods:First Tee participants with Golf Course tee time reservations play
for free when accompanied by a paying adult with tee time
reservations when the Course is open to the public outside of the
First Tee Supervised Programing Periods"set forth above.
1 1 K
Access to BigShots
Facility flitting Bays: Complimentary access to three(3)hitting bays and the putting green
at the BigShots Facility for First Tee participants during the
following period when participating in First Tee supervised
programing with reservations when the BigShots Facility is open to
the public:
September to May,Monday through Friday,3PM to 630PM
June to August,Monday through Friday, 8AM to 2PM
Sublease: Subject in all respects to the terms of the Lease, BSG Naples will
agree to sublease land to First Tee for purposes of building a
clubhouse with classrooms,offices, conference rooms and storage.
BSG Naples will have approval rights on the location and exterior
design of any improvements. The lease expense is contemplated to
be $1/year and the term will run commensurate with BSG Naples'
lease with Collier County.
Responsibilities:First Tee will be responsible for 100% of the cost related to any
improvements located on the subleased property. First Tee will also
be required to carry and pay for any property,casualty,and liability
insurance necessary to adequately cover their operations at BSG
Naples.
Definitive Agreements: During the Contingency Period(as defined in the Lease),the Parties
will enter into definitive agreements incorporating agreed upon
insurance requirements, indemnification obligations and such other
additional terms as the Parties may negotiate. First Tee and BSG
Naples will each pay their own costs and expenses in connection
with this Term Sheet and their respective due diligence activities.
Governing Law:This Term Sheet and the definitive agreements executed in
connection herewith shall be governed by and construed under the
laws of the State of Florida,without giving effect to any conflicts of
law principles and regardless of the laws that might otherwise
govern under applicable conflicts of laws principles.
Termination: This Term Sheet and the obligations herein are in all respects subject
to the terms and conditions of the Lease and shall automatically
terminate upon termination of the Lease.
Signatures on following page.J
i1K
If the foregoing terms and conditions are acceptable,please indicate such acceptance and
agreement by signing below on or before June 3,2021.
The First Tee of Naples/Collier CC BSG Naples,LLC,
a Nevada limited liability company
f)
A ei--
1
2 /),..,
Principal David Pillsbury, President
Date: H . ..Q z....,` Date:
i
Witness One(f gnature) Witness One(signature)
L' .1-,1.,( r to
print name) print name)
Witness/( Atii nature) Witness Two(signature)
lofil/ F) ,P)(z_5S_(
print name) print name)
i1K
If the foregoing terms and conditions are acceptable, please indicate such acceptance and
0aj agreement by signing below on or before June 3, 2021.
First Tee of Naples/Collier CC BSG Naples, LLC,
a Nevada limited liability company
Principal
Emily C. Decker, Secretary
Date:Date: 6/03/2021
o-1
Witness One (signature) Witness One (signature)
Q61i5 ) l-e/St
print name) print name)
e_astc..
Witness Two(signature) Witness Two (signature)
b/cvthi
print name)print name)
C' O
1 1 K
EXHIBIT F
COLLIER COUNTY RESIDENT DISCOUNT
Upon the submission of positive identification of Collier County residency, BigShots shall offer
Collier County residents a 40%discount off the 12-hole Golf Course's posted greens fee.*
l)Tee times subject to availability and course operational hours,and(2)Resident verification subject
to a method agreeable to County, such as Florida drivers' license or proof of County real property
ownership.
a1
SECOND AMENDMENT TO COLLIER COUNTY STANDARD FORM
LONG-TERM LEASE AND OPERATING AGREEMENT
GOLF AND ENTERTAINMENT COMPLEX
THIS SECOND AMENDMENT TO COLLIER COUNTY STANDARD FORM LONG-TERM
LEASE AND OPERATING AGREEMENT — GOLF AND ENTERTAINMENT COMPLEX
Amendment"), entered into this 28th day of September, 2021, by and between CC BSG Naples, LLC, a
Nevada limited liability company, registered to do business in the State of Florida,whose mailing address
is 3030 LBJ Freeway, Suite 600, Dallas, Texas 75234, hereinafter referred to as "LESSEE or BigShots,"
and Collier County, a political subdivision of the State of Florida, whose mailing address is do Real
Property Management, 3335 Tamiami Trail East, Suite 101, Naples, Florida 34112, hereinafter referred
to as"LESSOR or County,"collectively stated as the"Parties."
WITNES SETH
WHEREAS, the LESSOR and LESSEE have previously entered into a Lease Agreement dated
May 25, 2021, hereinafter referred to as the "Lease,"which is attached hereto and made a part hereof this
Amendment; and
WHEREAS, the LESSOR and LESSEE entered into a first Amendment to the Lease to extend the
Article 4 Financing Contingency provision on September 14, 2021; and
WHEREAS, the LESSEE and LESSOR are desirous of further amending the legal description of
the leased property;and
NOW, THEREFORE, in consideration of the covenants and agreements provided within the
Lease, and Ten Dollars ($10.00) and other valuable consideration, the Lease is hereby further amended as
follows:
1. Article 2 of the Lease shall be amended as follows:
Description of Premises. The Premises which is the subject of this Lease is comprised of (i) a
parcel to be improved with a building, accessory structures and parking ("BigShots Facility") as
shown on Exhibit A-1 attached hereto and made a part hereof, and (ii) a parcel to be improved
with a 12-hole golf course ("Golf Course") as shown on Exhibit A-2 attached hereto and made a
part hereof, and together with the BigShots Facility, the ("Golf Complex"), en—real—property
legally-described
d
hereinafter referred to as the"Premises."
2. Except as expressly provided herein, the Lease remains in full force and effect according to the
terms and conditions contained therein, and said terms and conditions are applicable hereto except as
expressly provided otherwise herein.
Signatures appear on the following page.
IN WITNESS WHEREOF, the LESSEE and LESSOR have hereto executed this Second
Amendment the day and year first above written.
AS TO THE LESSEE:
CC :S 1 Naples, LL a Nevada limited liability
co,. Ian
Witness(sign e) David Pillsbury, President/
e L owe
print name) Date: 2-3/ Z O 2-- I
Witne (signature)
Ck‘c 4briA s
print name)
AS TO THE LESSOR:
ATTEST:
Crystal Kridnzeketerlc Of the Circuit BOARD OF OUNTY COMMISSIONERS,
Court an.Cormptioller COLLIER Y, FLORIDA
BY: BY:
Mt k Penny Taylor, air
Mesta*. !_
signature only91
Ap ed as to form\and I gality:
Sco . each
Deputy County Attorney
2
EX T -t
Per 1 of , .
PROPERTY DESCRIPTION
A PARCEL OF LAND LYING IN TRACI 'A", GOLDEN GATE UNIT 1, AS RECORDED IN PIA! 000K 5, PACES 60 THROUGH 64 AND
TRACT "A", GOLDEN GATE UNIT 0 PART 2, AS RECORDED Ill PLAT HOOK 9, PAGES I07A T111T000H 112, BOTH OF TIIE PUBLIC
RECORDS OF COLLIER COUNTY,FLORIDA.
COMMENCING AT THE NORTHEAST CORNER OF TRACT A OF GOLDEN GATE UNIT 1, AS RECORDED III NAT GOOK 5, PAGES GO
THROUGH 64, OF 111E PUBLIC RECORDS OF COWER COUNTY, FLORIDA; THENCE ALONG DIE EAST UIIC OF SAD TRACT A OF
COLDER CASE UNIT 1 SOUTH 00'20'03' EAST,A DISTANCE OF 409.20 FEET; THENCE DEPARTING SAD EAST t1NE SOUTH 89'30'57'
WEST,A DISTANCE OF 9.35 FEET TO THE POINT OF OfCIIBIING OF DIE PARCEL OF 1A10 IIEREIII DESCRIBED;
THENCE SOUTH 00'28'30" EAST, A DISTANCE OF 131.74 FEET To A POINT ON A CURVE TO THE RIGHT; THENCE SOUTHERLY
437,79 FEET ALONG THE. ARC OF SAID CURVE, HAVING A RADIUS OF 7,292.47 FEET, A CENTRAL ANGLE OF O.Y26'23", (CHORD 49
DEMINNG SOUTH 01'14'33"WEST,A OISTMCE OF 437.72 FEET) TO A POINT OR A NON IMlGENINL CURVE TO THE LEFT; THENCE k
SOUTHERLY 363.91 FEET ALONG THE ARC OF SAID CURVE,HAVING A RADIUS or 7,412.47 FEET, A CENTRALANGLE OF 02'I11'46',
CHORD HARING SOUTH 01'33'50" WEST, A DISTANCE OF 363.07 FEET); THENCE SOUIII 69'30'51"WEST, A OISIN10E OF 5.47
FEET; THENCE SOUTH 00'29'06' CAST, A DISTANCE or 290.17 FEET; 111111CC NORTH 06'I6'37' WEST, A DISTANCE OF 620.03 0
FEET; THENCE 11011111 29'13'45" WEST, A DISTANCE OF 507.60 FEET; THENCE NORTH 67'43'55" EAST, A DISTANCE OF 255.04
FEET; THENCE NORTH 31'00'30" EAST, A INSTANCE OF 674.10 FEET; THENCE NORTH 09'30'20' EAST, A DISTANCE OF 350.09 I
FEET TO THE POINT OF BEGINNING. 4N
COIITANINO 18.13 ACRES, MOTE OR LESS. cl
U
y
v,
NOTES: n'
I. 8FAR0lGS SI1021 HERMIT ME ASSUMEO AND RASED ON THE EAST HIRE OF TRACT "A", GOLDEN GATE UNIT 1,AS RECORDED
III PLAT UOOK 5,PACES 60 THROUGH 64,OF THE PUOUC RECORDS OF COLLIER COUNTY, FLORIDA AS DEING S 00'29'03'E.
2.DIMENSIONS 5110701 HEREON ARE III U.S. SURVEY FEET MD DECIMALS THEREOF. nC
3. THIS SKETCH ARO DESCRIPTION IS NOT VAUD WITHOUT TIIE ORIGINAL SIGNATURE AND SEAL OR THE DIGITAL SIGNATURE AND U!
DIGITAL SEAL OF A LICENSED FLORIDA SURVEYOR AND MAPPER. RO MOTIONS OR DELETIONS TO THIS SURVEY MAP ARE t
PERMITTED WITHOUT THE EXPRESSED WRITTEN CONSENT OF TALE SIGNING PARTY.
IWa xrntiwr
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R T N
DRAWNSY; AM 1
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CHECKED BY: OLD ,,'1
JOB CODE: 00000SA:
SCALE: 1'v 200' N
DAIS: 2 JUNE 2021
FILE: 21.130-SL S.
THIS IS NOT A SURVEY' SHEET: I Of 2
SKETCH AND DESCRIPTION u
V.GraO)\Ilnur null
lI110
ixlr e.1'A. WC St,b1i)24
AV GradyMinoi' anG6 tlx Rnl RAF BIG SHOTS I EASE PARCEL
J
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OonOnSNINT4.Florxl;n194 A PARCEL OF LAND DomwLtrmenoy 4
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Civil Engineers Land 811Wp6EN • Planners LBDdsellp0 Architects LYING IN 14so19 f/+W
tint o1Al9I,Y.6 1100.I151 f,<II,4AWh.IIIUx65151 II°'mr"LC26000319 SECTION 27,TOVVNSHIP 40 SOUTH,RANGE 26 EAST Rim)T wain/it nsD
It 20D.o47,1Id4 u'DIP.T7rvu7,rAnnune'nm Foil p ret zOD.tuul.d
7T lA'LASL 16761:
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S,R.951(COLLIER BLVD) Rau-a-wAY
STATE ROAD 85I1(P) PER FAT
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LINE TABLE
6> /
0, vlLEGEND:
LINE I BEARING DISTANCE P.O.C. P01111 OF COMMENCEMENT
11 S 0'29'03" E 480.29' P•0.0. POINT OF BEGINNING
A WW1 OF TRIO..A.. 0Ci.OR OFFICIAL RECORDS BOOK Ca001 GALE WI 8 P1411 2 a'
L2 S 69'30'57'VI 9.35'PO PLAT
PG PACE
60K PO 9.PC 107-A T11KOUCI1 112) Q1
L3 S O'28'38' E 131,74' O T x
S.R. STAtC ROAD
TS MI y+
3, 01
L4 S 89'30'54'W 5.47'P) PLAT TAU N'SA 0
L5 S O'29'O6"E 298.17' M t42
I -.. I DRAWN BY: NI ppI
CURVE TABLE
CHECKED BY; 9l8 1P
O 100' 200' 400' JOB CODE: COOCOSA:
CURVE/ RADIUS LENGTH DELTA CHORD BEARING CHORD LENGTHSCALE: 1'' = 200'
ago...-- _Q
SCALE: P•200' Co
Cl 7292.47' 437.79' 3'28'23' S I'14'33'W 437.72' THIS PLAN MAY HAVE (EEN ENLARGED OR I DATE: 2JUNE2021
C2 7412.47' 383.91' 2'48'45' S 1'33'80'W 383.87'
REDUCED FR01.1 INTENDED DISPLAY SCALE FILE: 21.130-SL
FOR REPRODUCTION REASONS
THIS IS NOT A SURVEY' SHEET: 2 of 2
SKETCH AND DESCRIPTION G
r 1 GradyMinor
D.Grady Ulm fln
9BAenU0 T,IrlM Ilenle,lP.HeyA, BIG SHOTS LEASE PARCEL
Ilonlln RprinlA,Nlorldn 21124 A PARCEL OF LAND A,01 W)nineVI 4
Win 1-2 Cr 2'
CIVIL I?IlghI crs . Lund Surveyors • Planners • LnndIc8pc Architects LYING IN
u
Can.of All,Ell 0000101 Ce0T.14 A'III 1.1100111101 1lwlna•lC 2n0002do SECTION 27,TOWNSHIP AB SOUTH,RANGE 26 EAST
IUn1110810In10: 20U.047.11•W iruu'.GraQr.IfInnr.corn Nnrldgern:239.600.43BD COLLIER COUNTY,FLORIDA
Ii
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COASTAL Cosstu and Madne£muwmohV
ENGINEERING Enw|nmnmoota|and GeoloUiomtSe,vicwt
Land and Marine Survey and Mapping
v x o u u~ v o o VVebs|ha:vwm mmwm w im n m.n
U
GOLDEN GATE GOLF COURSE
PARCEL
LEGAL DESCRIPTION
A PARCEL OF LAND LYING IN THATPART OF TRACT A OF GOLDEN GATE UNIT 1,ACCORDING TO THE MAP OR
PLAT THEREOF AS RECORDED IN PLAT BOOK 5, PAGES 60TH8OUGH 64, AND THAT PART OF TRACT OF
GOLDEN GATE UNIT 8 PART 2 ACCORDING TO THE MAP Oil PLAT THEREOF AS RECORDED IN PLAT BOOK 9,
PAGES 107f\ THKOU8H 112, ALL OFTHE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, BEING MORE
PARTICULARLY DESCRIBED A5FOLLOWS:
BEGINNING AJ THE NORTHEAST CORNER OFSAID GOLDEN GATE UNIT 1,RUN SOV^39'V3°E ALONG THE
EAST LINE OF SAID SUBDIVISION FOR K DISTANCE 0F1,7%0.36 FEET;THENCE SQ9"30'97"VV FOR ADISTANCE
OF36.02 FEET TO THE POINT OFBEGINNING;
THENCE SO0^B'46"[FOR A DISTANCE OF1,S67.1OFEET;
THENCE LEAVING SAID LINE 588^%3'J7"VV FOR A DISTANCE OF1G1.93FEET;
THENCE 55O^56'19"VV FOR A DISTANCE OF1%7.70FEET;
THENCE N77,S4'42^VV FOR A DISTANCE OFJ31.O4FEET;
THENCE SOO^31'6U"E FOR A DISTANCE OFZ60.35 FEET T0AN INTERSECTION WITH THE BOUNDARY 0F
BLOCK Z7ODp GOLDEN GATE UNIT 8 PART 1A6 RECORDED|NPi8T BOOK 5,PAGE 147OF SAID PUBLIC
RECORDS AND THE BEGINNING OFA NON-TANGENT CURVE;
THENCE 336.69 FEET ALONG SAID BOUNDARY AND THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS
OF%10.00 FEET,A CENTRAL ANGLE OF91,61'Z8"AND A CHORD DISTANCE OF]O1.7G FEET, BEARING
N46^06/19°VV/
THENCE 5D7,53'43"VV FOR A DISTANCE OF1,4O5.43 FEET T0AN INTERSECTION WITH THE BOUNDARY OF
BLOCK 280 OF SAID GOLDEN GATE UNIT 8 PART 2 SUBDIVISION AND THE BEGINNING OF A NON-TANGENT
CURVE;
THENCE 281.78 FEET ALONG SAID BOUNDARY AND THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS
0F712.77 FEET,A CENTRAL ANGLE OF22"39'U2"AND A CHORD DISTANCE OF279.95 FEET, BEARING
N12^01'35"VV/
THENCE N23^29'O8"VV FOR A DISTANCE OF992.55 FEET TOAN INTERSECTION WITH THE SOUTHERLY
RIGHT-OF-WAY LINE OF 27n/C0U8T5.VV.|
THENCE ALONG SAID 0GHT-0F'VVAY LINE N66,27'O4"[FOR A DISTANCE OF6OO.12 FEET TOAN
INTERSECTION WITH THE BOUNDARY 0F SAID TRACT AOF GOLDEN GATE UNIT O PART 2/
THENCE ALONG SAID BOUNDARY S28,Z8']0"E FOR 8 DISTANCE OFS0.12 FEET TU THE BEGINNING OFA
NONqANGENTCURVE;
THENCE 556.V7 FEET ALONG THE ARC OFA CURVE TO THE LEFT HAVING A RADIUS OF465.UVFEET,A
CENTRAL ANGLE OF68"3U'S6"AND A CHORD DISTANCE OF524.1O FEET,BEARING S57"45'47"E;
THENCE N87^48'55"F FOR A DISTANCE O[65l71 FEET TD THE BEGINNING 0FA NON-TANGENT CURVE;
THENCE]22.76 FEET ALONG THE ARC OFA CURVE T0 THE LEFT HAVING A RADIUS 0F2l0.D0 FEET,A
CENTRAL ANGLE OF8O,O3'35"AND AO|Op0 DISTANCE 0F2g1.91FEET;
THENCE NO0"JO'4l"VV FOR A DISTANCE 0FO61.68 FEET TO THE BEGINNING OFA NON-TANGENT CURVE;
1942|Bonita«t. iwp olvk.ocaftwmprinp,pL»^}35 unw^m`xAnge Aw,xuite ro^xvmu vrm
Phone(2x* ov3-2»24°Fax(239643-1143 rmxmmx ,521^40
svai/,kdb.&("jfl&uw
SERVING COASTAL cOMmUN/)IFS SINCE 1977
um -4
Golden Gate Golf Course Parcel COASTAL ENGINEERING CONSULTANTS, INC.
Legal Description(REVISED 0u'11-2OZ1)
Page
THENCE 219.SS FEET ALONG THE ARC OFA CURVE TO THE LEFT HAVING 8 RADIUS OF210.U0 FEET,A
CENTRAL ANGLE OF69"S4'Of"AND A CHORD DISTANCE OF2D9.V9 FEET,BEARING N3O"2S'34"W;
THENCE N6O"20'S8"VV FOR A DISTANCE 0F715.11 FEET TO THE BEGINNING OF8 NON-TANGENT CURVE;
THENCE 194.71 FEET ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 210.00 FEET,A
CENTRAL ANGLE OFS3"07'26"AND A CHORD DISTANCE OF187.81 FEET,BEARING NOG"59'3O,m;
THENCE S66030'20"W FOR A DISTANCE OF 600.02 FEET TO THE BEGINNING OF A NOWTANGENT CURVE;
THENCE 33O.1]FEET ALONG THE ARC A CURVE TO THE LEFT HAVING A RADIUS OF21&0U FEET,ACENTRAL
ANGLE OF9O"04'1D"AND A CHORD DISTANCE OF297.17 FEET,BEARING 621^29/04"N;
THENCE S23"27'52"F FOR A DISTANCE DF99.87 FEET T0 THE NORTHERLY 8IGHT'OF-WAY LINE OF SAID 27'x
COURTS.VV.;
THENCE ALONG SAID K|GHT{)F'VVAY LINE S66Z6'49"W FOR A DISTANCE OF99.99FEET;
THENCE 566"]O'57"VV FOR A DISTANCE 0F4O6.14FEET;
THENCE N%3^29'O]"VV FOR A DISTANCE OF223.40FEET;
THENCE N15^32'U6"E FOR A DISTANCE OF6G.14FEET;
THENCE NO0'4Z'13"[FOR A DISTANCE OF144.27FEET;
THENCE N21^45'1n'F FOR A DISTANCE OF113.48FEET;
THENCE N61.S0`51"[FOR A DISTANCE qF9O.O7FEET;
THENCE N12"26'48"VV FOR A DISTANCE OF8l46FEET;
THENCE NOO^22'62"E FOR A DISTANCE OFSU.48FEET;
TH[NC[NU5066'31"VV FOR A DISTANCE OF33.99FEET;
THENC[N12"4Z'27"VV FOR A DISTANCE OFZ2.O6FEET;
THENCE N89,22'S9"E FOR A DISTANCE OF34l30FEET;
THENCE NOO^10'%9"VV FOR A DISTANCE OF74.96FEET;
THENCE N23^12'50"E FOR A DISTANCE O[1O4.2UFEET;
THENCE N47"39'15"VV FOR A DISTANCE 0F186.S1FEET;
THENCE N3S^26'33"E FOR A DISTANCE OF42S.33 FEET T0AN INTERSECTION WITH THE BOUNDARY Or-SAID
TRACT AOF GOLDEN GATE UNIT 1/
THENCE ALONG SAID BOUNDARY N89^29'02"E FOR A DISTANCE 0F1,3O1.%7FEET;
THENCE LEAVING SAID BOUNDARY NO2^0]'4O"[ FOR A DISTANCE OF62.76FEET,
THENCE S8G,58'47"E FOR 8 DISTANCE 0F69.V2FEET;
THENCE NO9'53'11"[FOR A DISTANCE 0F72.43FEET;
THENCEN0y29'48"VV FOR A DISTANCE OF 11667 FE[TTUAN INTERSECTION WITH THE BOUNDARY OF
BLOCK lOF SAID GOLDEN GATE UNIT 1;
THENCE ALONG SAID LINE N89,30'%U"E FOR A DISTANCE OF113.7SFEET;
THENCE LEAVING SAID BOUNDARY S31"OU'30"VV FOR A DISTANCE 0FG74.1UFEET;
THENCE S67"43'5S"VV FOR A DISTANCE DF2S5.84FEET;
THENCE S29^13'4S"[FOR A DISTANCE OFSO7.6OFEET;
THENCE S86,D/36"[FOR A DISTANCE OF628.O3FEET;
THEN[EN89,3[yS4"E FOR A DISTANCE 0F500FE[TTOTHFPO|NTOF8EG|NN)NG
THE ABOVE DESCRIBES AN AREA OF APPROXIMATELY 2,O77,354 SQUARE FEET Oil D9.01 ACRES OFLAND,
DF8NNG5 BASED ON THE FLORIDA STATE PLAN[ GRID SYSTEM, NORTHAN1[R|CAN DATUM 1983, 2011
ADJUSTMENT,FLORIDA EAST ZONE.
i 1
29* |mv=itsownmp 91v4,SwAs SpiW»z3w13m oum*mxmg"Am,Suite F,/coumm Springs,u*?o726 i
rumneo/vu*z*~w w nm pix a^o
asnvmm COASTAL nnMwumnk'o SINCE m,r
44i /14.1T -2.—
A{_
It It____ EXHIBIT A
i 1 nLocl<I I POINT OF COMMENCEMENT I
GOLDElI NORTHEAST CORNER OF
i q oATEUNiTI
GOLDEN DATEuuR1 000 0 300 000 1200
i „ , '....,1,
PLAT BOOK O,PAGES EOfi/ SCALE:1"=000'
13 nOSSwlq PROPOSED
3—PARCEL GENERAL NOTES
PROPOSED \ - - L2O--'
NORTHWEST_
I. DEMN{O9l1ASED ON AOfl100EMIN0 OF 600'71'J]L'ON THE WENT
TEA — N00'20'02'E 1001.2T L27
L20--7. .
LINE OF BLOCK I.
E:CABL -' .
N... RCEt"
LTO J (1 N
Ii0Loco R INC.
1 $
TRACT"A"GOLDEN GATE 'g 7
ION,BOOK 4025,UNIT 0 PART 2 1 ppp111
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GATE UNIT a PART 1 — LEGAL DESCRIPTION DATE OF 51011ATURE
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LXX-LINE TABLE LXX-LINE TABLE LXX-LINE TABLE
LINE DEARING DISTANCE LINE GEARING DISTANCE LINE DEARING DISTANCE
L7 600'23'27'1N 181.03' L10 N01'60'51"E 00,07' L31 S31'00'30'W 074.10'
L2 650'60'10'W 127.70' L17 N12'28'401W 05,40' 432 507'43'65'W 255.04'
L3 N77'54'42'W 331,04' 1.18 N00'22'61"E 60,40' 133 620'13'45"E 607.00'
14 600'31'60"E 200.35' 110 N05'60'341N 33.00' L34 680'10'37'E 020,03'
L6 N00.27'04"E 000.12' L20 7712'42'27'W 22,05' L36 N89'30'64'E 6.00'
16 623'20'30"E 642.12' L21 N00'22'60"E 345.30'
47 N00'30'42'W 001.08' L22 NO0'10'20'W 74.98'
CXX-CURVE TABLE
L0 N80'20'68'W 716.11' L23 N23'12'60'E 104.20' CURVE RADIUS DELTA LENGTH CHORD DEARING
LO N00'3020'E 600.02' L24 N47'3D'15'W 100,61' Cl 210.00' 91'61'28" 330.80' 301.70' N40'00'19'W
410 523'27'02"E 00.07' L26 N35'20'33'E 426.33' C2 712.77' 22'39'02' 201.70' 270.05' N12'01'35'0/
L11 660'30'57"W 408.14' L20 NO2'03'40"E 02.76' C3 4136.00' 00'30'55" 650.07' 524.18' 657'41747"E
412 N23'20'03'W 223,40' 127 680'60'47'E 60.02' C4 210.00' 80'03'35" 322.70' 201.01' N43'62'14"E
L13 N16'32'00"E 00.14' 120 N0D'5Y11"E 72,43' CO 210.00' 59'64'05" 219.65' 200.60' N30'2614"W
L14 3400'42'13"E 144.27' L20 NO0'20'40'W 110.07' CO 210.00' 63'07'20" 104.71' 107.01' N80'60'30'W
416 7721'45'10"E 113.48' L30 N80'30'201E 113.75' C7 210.00' 00'04'10" 330.13' 207.17' 621'20'04'W
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THIRD AMENDMENT TO COLLIER COUNTY STANDARD FORM
LONG-TERM LEASE AND OPERATING AGREEMENT
FOR THE
GOLF AND ENTERTAINMENT COMPLEX
TO EXTEND THE FINANCING CONTINGENCY PERIOD
THIS THIRD AMENDMENT TO THE COLLIER COUNTY STANDARD FORM LONG-
TERM LEASE AND OPERATING AGREEMENT FOR THE GOLF AND ENTERTAINMENT
COMPLEX TO EXTEND THE FINANCING CONTINGENCY PERIOD (the"Amendment"), is entered
into this 26th day of October, 2021, by and between CC BSG Naples, LLC, a Nevada limited liability
company, registered to do business in the State of Florida, whose mailing address is 3030 LBJ Freeway,
Suite 600, Dallas, Texas 75234, hereinafter referred to as "Lessee or BigShots," and Collier County, a
political subdivision of the State of Florida, whose mailing address is do Real Property Management,
3335 Tamiami Trail East, Suite 101, Naples, Florida 34112, hereinafter referred to as "Lessor or
County,"collectively referred to as the"Parties."
WITNESSETH
WHEREAS, the Lessor and Lessee have previously entered into a Lease Agreement dated May
25, 2021, hereinafter referred to as the "Lease," which is incorporated herein by reference and is made a
part hereof this Amendment; and
WHEREAS, on September 13, 2021,the Lessee and Lessor entered into a First Amendment to the
Lease extending the Financing Contingency period set forth in Article 4 of the Lease to the earlier of
October 31, 2021, or the delivery of a loan commitment letter from the Lessee's lender, with an effective
date of September 1,2021; and
WHEREAS, on October 12, 2021, the Lessee and Lessor entered into a Second Amendment to the
Lease to amend and clarify the legal description of the leased premises;and
WHEREAS, the Lessee has informed the Lessor that it has received and executed a loan
commitment letter with its local lending partner, and is in the process of obtaining its financing for the
project related to the Lease but requires additional time to complete the loan closing with its lender; and
WHEREAS,the Parties are desirous of further amending the Lease to allow for a further extension
of the Financing Contingency period set forth in Article 4 of the Lease through and including November
30, 2021.
NOW, THEREFORE, in consideration of the covenants and agreements provided within the
Lease, and Ten Dollars($10.00)and other valuable consideration, the Lease is hereby further amended as
follows:
1. The above recitals are incorporated into this amendment as if fully set forth herein.
S
2. Article 4 of the Lease shall be amended and replaced with the following:
Financing Contingency. Lessee shall have through and including November 30, 2021,
Contingency Period") to secure financing for construction of the BigShots Facility. Lessor may,
at the request of Lessee, and provided Lessee is diligently pursuing such financing, extend the
Contingency Period. In the event Lessee is unable to secure financing on terms acceptable to
Lessee in its sole discretion, Lessee shall have the right to terminate this Lease without penalty by
giving Lessor notice of termination prior to the expiration of the Contingency Period.
3. Except as expressly provided herein, the Lease remains in full force and effect according to the
terms and conditions contained therein, and said terms and conditions are applicable hereto except as
expressly provided otherwise herein.
Signatures appear on the following page.
2
IN WITNESS WHEREOF,the Lessee and Lessor have hereto executed this Third Amendment the
day and year first above written,with an effective date of October 26, 2021.
AS TO THE LESSOR:
ATTEST:
Crystal K. Kinzel, Clerk of the BOARD OF COUNTY COMMISSIONERS,
Circuit Court and Comptroller COLLIE C TY,FLORID
By; ` BY:
Deputy Gl ' ° enny Tay1 , Chair
Attest as to Chairman's
sionatum only.w
Ad as to fo nd legality:
C lam L
Appr
Scott R. Teach
Deputy County Attorney
of
0
3
AS TO THE LESSEE:
CC BS N pled' LL a Nevada limited liability
comp
i ess (sign ture) David illsbury, Presiden
c k..1/4/
11
print nam ) Date: T-11
Witnes (signature)
t
print nah e)
4