Agenda 09/27/2022 Item #16C 2 (Intent of the Collier County Standard Form Long-Term Lease and Operating Agreement of the Golf Course property)SEE REVERSE SIDE
Proposed Agenda Changes
Board of County Commissioners Meeting
September 27, 2022
Add on Item 5A: Update on the Status of Hurricane Ian and its potential impact on Collier County. (Staff’s
Request)
Add on Item 10C: Recommendation to appoint Randy Sparrazza as a member to the Collier County
Planning Commission, representing Commission District 1. (Commissioner Locastro’s Request)
Continue Item 9B to the October 11, 2022, BCC Meeting: Recommendation to consider an Ordinance to
establish a Notice to Tenant Ordinance relating to landlords providing written notice of rent increases over
5% to tenants with leases of one year or longer. (All Districts) (Commissioner LoCastro’s Request)
Continue Item 10A to the October 11, 2022, BCC Meeting: *** This Item continued from the September 13,
2022, BCC Meeting. *** Request the Board to appeal the Hearing Examiner’s decision in Hearing Examiner
Decision No. 2022-38 which finds that the proposed use of self-storage/mini warehousing, indoor (SIC Code
4225) is comparable in nature to other permitted uses in Section 4.3.A of the Wentworth Estates Mixed Use
Planned Unit Development created by Ordinance No. 03-51, as amended. (Petition No. PL20220001501)
(Sponsored by Commissioner LoCastro) (District 1) (Commissioner LoCastro’s Request)
Continue Item 10B to the October 11, 2022, BCC Meeting: Recommendation to have the Board discuss the
proposed US41 East Zoning Overlay impacts upon self-storage facilities along US 41 between the Palm
Street/Commercial Drive/US 41 intersection and the Price Street/US 41 intersection, designed to implement
the East Naples Community Development Plan, as accepted by the Board in October 2020. (Sponsored by
Commissioner LoCastro) (District 1, District 4) (Commissioner LoCastro’s Request)
Continue Item 16A15 to the October 11, 2022, BCC Meeting: *** This Item continued from the September
13, 2022, BCC Meeting. *** Recommendation to review options to increase public awareness for new Site
Development Plan and Site Development Plan Amendment applications. (All Districts) (Commissioner
McDaniel’s Request)
Continue Item 16H2 to the October 25, 2022, BCC Meeting: Request the Board adopt a proposed resolution
by Mr. David Silverberg that condemns anti-Semitism in all forms and expressions; condemns all forms of
discrimination, prejudice, and hate against any person or group of people regardless of faith, race, gender,
creed, sexual orientation, or national origin; condemns any call to violence or use of violence for any purpose
at any time; and resolves to actively and vigorously oppose, investigate, and prosecute to the fullest extent of
the law any advocacy of violence, acts of violence, or crimes manifesting hatred against any person, property,
or institution based on faith, race, gender, creed, sexual orientation, or national origin, and will provide to
bigotry no sanction and to persecution no assistance. (Sponsored by Commissioner McDaniel) (All Districts)
(Commissioner McDaniel’s Request)
Continue Item 16C2 to the October 11, 2022, BCC Meeting: Recommendation to
approve several agreements that allow Gulf Coast Junior Golf Tour, Inc. d/b/a The
First Tee of Naples/Collier, a Florida not for profit corporation, (hereinafter “First
Tee”) to sublease, construct and operate the First Tee – Naples/Collier Learning
Center (“Learning Center”) on a portion of the Golden Gate Golf Course property
with a term of 99-years, and a right of first refusal in furtherance of the intent of the
Board approved Collier County Standard Form Long-Term Lease and Operating
Agreement with CC BSG Naples, LLC (“BigShots”). (District 3) (Clerk of Courts
Request)
Notes:
TIME CERTAIN ITEMS:
Item 5A is to be heard immediately following the approval of the amended Regular, Consent, and Summary
Agenda.
11/7/2022 3:58 PM
09/27/2022
EXECUTIVE SUMMARY
Recommendation to approve several agreements that allow Gulf Coast Junior Golf Tour, Inc.,
d/b/a The First Tee of Naples/Collier, a Florida not-for-profit corporation, (hereinafter “First Tee”)
to sublease, construct and operate the First Tee - Naples/Collier Learning Center (“Learning
Center”) on a portion of the Golden Gate Golf Course property with a term of 99-years, and a right
of first refusal in furtherance of the intent of the Board approved Collier County Standard Form
Long-Term Lease and Operating Agreement with CC BSG Naples, LLC (“BigShots”).
OBJECTIVE: To further the intent of the Collier County Standard Form Long-Term Lease and
Operating Agreement (“Lease”) that contemplates a sublease to First Tee on a portion of the Go lden Gate
Golf Course property for the purpose of building a Learning Center to include clubhouse with classrooms,
putting and pitching areas, offices, conference rooms and storage at a rate of $1.
CONSIDERATIONS: On May 25, 2021, the Board approved the Lease with Bigshots for a twelve-hole
public golf course at the former Golden Gate Golf Course and a Golf Entertainment facility, to benefit the
residents of Collier County and support the redevelopment of the property. The Lease was amended
several times to extend the financing contingency period and a financing commitment was ultimately
secured. The initial term of the Lease is 20 years. Lessee shall have the option to extend for up to
another 20 years (four successive renewal terms of five years eac h). The County may decline Bigshots’
request for an extension after the initial term, but the County must in such instance pay Bigshots the
greater of the value of: (a) the value of Bigshots’ improvements valued as of the termination date; or (b)
the fair market value of the business operated on the Premises (less the actual costs incurred by the
County for the construction of the golf course not to exceed $7,000,000).
Exhibit E to the Lease provides that the Sublease term will run commensurate with BSG Naples Lease.
The Sublease and related agreements are summarized below.
1) “Sublease” between Bigshots and First Tee
Paragraph Description
2 Term to commence upon signature and shall end upon expiration or earlier
termination of the Lease.
5.1 First Tee to pay Bigshots $1 per year.
6.1 First Tee to make improvements: among other things, a clubhouse with classrooms,
offices, conference rooms and storage, for the operation of a First Tee program.
Improvements subject to approval by Bigshots and Collier County. First Tee shall
not commence without prior written consent and approval of Bigshots and Collier
County. First Tee shall obtain the Sublessor’s and Collier County’s written consent
and approval of all plans before construction may be commenced.
6.1.1 First Tee to supervise and control the construction and shall be responsible to see
that the finished construction complies accurately with the Collier County approved
plans.
14 Collier County indemnified and held harmless by First Tee.
16 First Tee may not further sublease without Bigshots’ consent.
16.C.2
Packet Pg. 871
09/27/2022
2) “Agreement” between Collier County and First Tee
Paragraph Description
2 Even if the Lease is terminated before its maximum 40-year term, First Tee
has the right to occupy the subleased land as if Lease was extended and
renewed for its maximum 40-year term, provided the County, First Tee or
another party continues to operate the public golf course. During the 40-year
term First Tee shall have the right of first refusal to lease and operate the golf
course if Bigshots no longer can do so. During the 40-year term, if for a
continuous period of 180 days the golf course is not operated, the Sublease
will terminate and the County will pay First Tee the value, as of the
termination date, of all the improvements on the subleased land as determined
by an independent appraiser agreed upon by the parties.
4 Provided a public golf course is operated, First Tee may continue to occupy
the subleased land for an additional 59 years beyond the maximum term of
the Lease with a new lease negotiated between First Tee and County. During
the 59-year term if for a continuous period of 180 days the golf course is not
operated, the Sublease will terminate and the County will pay First Tee the
value, as of the termination date, of all the improvements on the subleased
land.
8 First Tee’s rights under the Sublease remain for the 40 years of the Lease
term with Big Shots even if Bigshots defaults or County buyout or for any
other period agreed in writing by County and Bigshots.
9 Anytime during the 99-years if County receives an offer for the purchase of
the Leased land that County intends to accept, First Tee may elect to purchase
the land leased under the Lease on the same terms and conditions, subject to
the laws of the State concerning the sale of public real property.
10 First Tee rights under Sublease will remain even if the Lease is terminated or
the land sold.
EXHIBIT “C”
Memorandum of Right
of First Refusal
First Tee has a right of first refusal to purchase the Property from County,
subject to the laws of the State concerning the sale of public real property.
While staff recognizes that the term of the Sublease is not in line with the 40 -year maximum term of the
Lease, we appreciate First Tee’s position that the 99-year lease term will positively influence its $10
Million Campaign goal.
3) “Subordination, Non-Disturbance and Attornment Agreement” between First Tee and
Bigshots’ Lender (First Foundation Bank)
Paragraph Description
1. Subordination Sublease and rights of First Tee are subordinate to lien of the
mortgage
2. Non-Disturbance First Tee continues as subtenant in the event of a foreclosure and its
rights are not disturbed
3. Attornment In the event of foreclosure First Tee recognizes lender as Sublessor
16.C.2
Packet Pg. 872
09/27/2022
4) “Lessor and Sublessor Estoppel Certificate” between Collier County and Bigshots
The Lessor and Sublessor Estoppel Certificate is essentially a brief restatement of the terms of the Lease
recognizing the term and renewal length of the Lease and that Big Shots is not in default of its
obligations.
FISCAL IMPACT: There is no fiscal impact associated with this item. First Tee is to pay for the
recording of the documents and to remit $1 rent to Bigshots.
GROWTH MANAGEMENT IMPACT: There is no impact on the Growth Management Plan.
LEGAL CONSIDERATION: This item is approved as to form and legality, and requires majority vote
for Board approval.-SRT
RECOMMENDATION: To approve the agreements that allow Gulf Coast Junior Golf Tour, Inc., d/b/a
The First Tee of Naples/Collier, a Florida not-for-profit corporation, (hereinafter “First Tee”) to sublease,
construct and operate the First Tee - Naples/Collier Learning Center (“Learning Center”) on a portion of
the Golden Gate Golf Course property with a term of 99-years, and a right of first refusal.
Prepared by: Jennifer Belpedio, Manager - Real Property Management, Facilities Management Division
ATTACHMENT(S)
1. Sublease Agreement (PDF)
2. Agreement (PDF)
3. Subordination, Non-Disturbance and Attornment Agreement (PDF)
4. Lessor and Sublessor Estoppel Certificate (PDF)
5. Memorandum Right of First Refusal (PDF)
6. [Linked] Swing Fore The Future - First Tee Brouchure (PDF)
16.C.2
Packet Pg. 873
09/27/2022
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.C.2
Doc ID: 23261
Item Summary: Recommendation to approve several agreements that allow Gulf Coast Junior
Golf Tour, Inc. d/b/a The First Tee of Naples/Collier, a Florida not for profit corporation, (hereinafter
“First Tee”) to sublease, construct and operate the First Tee – Naples/Collier Learning Center (“Learning
Center”) on a portion of the Golden Gate Golf Course property with a term of 99-years, and a right of first
refusal in furtherance of the intent of the Board approved Collier County Standard Form Long -Term
Lease and Operating Agreement with CC BSG Naples, LLC (“BigShots”).
Meeting Date: 09/27/2022
Prepared by:
Title: – Facilities Management
Name: Paula Brethauer
09/07/2022 10:01 AM
Submitted by:
Title: Director - Facilities Maangement – County Manager's Office
Name: Ed Finn
09/07/2022 10:01 AM
Approved By:
Review:
Facilities Management John McCormick Director - Facilities Completed 09/08/2022 3:28 PM
Facilities Management Jennifer Belpedio Manager - Real Property Completed 09/13/2022 3:43 PM
Public Utilities Operations Support AmiaMarie Curry Additional Reviewer Completed 09/14/2022 11:36 AM
Public Utilities Department Drew Cody Level 1 Division Reviewer Completed 09/14/2022 4:48 PM
Public Utilities Department George Yilmaz Level 2 Division Administrator Review Completed 09/16/2022 11:24 AM
County Attorney's Office Scott Teach Level 2 Attorney Review Completed 09/16/2022 4:53 PM
Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 09/19/2022 8:37 AM
County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 09/19/2022 9:33 AM
Office of Management and Budget Laura Zautcke Additional Reviewer Completed 09/19/2022 9:43 AM
County Manager's Office Ed Finn Additional Reviewer Completed 09/21/2022 9:55 AM
County Manager's Office Ed Finn Level 4 County Manager Review Completed 09/21/2022 4:42 PM
Board of County Commissioners Geoffrey Willig Meeting Pending 09/27/2022 9:00 AM
16.C.2
Packet Pg. 874
- Thrs Sublease Agreement (the "Sublease") dated and "ff""tiue th" /6f day or S#t^b,'-
202 '-d (the "Effective Date"), by and between CC BSG Naples, LLC (hereinafter refered to as
"Sublessor") and Gulf Coast Junior Golf Tour, Lrc
(hereinafter refered to as "!gb!gqp99").
drb/a The First Tee of NaplesrCollier
A. Sublessor leases certain real property (collectively. the "Premises"), more
particularly described on Exhibit A attached hereto and ir.corporated herein, from Collier County,
a political subdivision of tle State ofFlorida) ("Counw'"), pu$uant to that certain Collier County
Standard Form Long-Term Lease and Operating Agreement made and entered into the 25th day
of May, 2021, as may be amended from time to time (the "MqEte! L94!9"):
C. Sutrlessor desires to sublease ttre Sublease Premises to Sublessee for said purpose
D. Capitalized terms used herein and not otherwise defined have tle meanings
ascribed to such terms in the Master Lease.
NOW, THEREFORE, for and in consideration of the mutual covenarts herein contained
aod ottrer good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties do hereby agree as follows:
Su blease Premises. Sublessor hereb y subleases to Sublessee and Sublessee herebyI
subleases from Sublessor fre Sublease Premises, on tle terms and conditions set fofth herein. The
Sublease Premises are being subleased to Sublessee subj ect to (a) any and all conditions,
restrictions, encumbrances, and limitations now recorded agaimt tte Premises; (b) any and all
existing or future zoning laws or ordinances; (c) any questions of ttle and suryey that may a.rise itr
tle future; (d) the Master Lease, as amended, and (e) all mortgages which may now or hereafter
affect ttre Premises.
2. Term. The term of this Sublease ("Term'") shal1 commence on
('eqqmc4gaE4 !a9") and end upon the expiration or earlier terminanon of the Master
Lease, urless this Sublease is srroner terminated pursuant to the terms of this Subiease.
1. Delivery of Possession. Sublessee's takin g possession ofthe Sublease Premises is
conclusive evidence of Sublessee's acceptanc€ of the Sublease Premises in good order and
satisfactory condition and suitable for the permitted use. Sublessee agrees that it is leasing the
Sublease Premises on an "AS IS" basis and that no representations about the condition of ttre
Sublease Premises, nor promises to design. build, alter. repair or improve the Sublease Premises
I
SUBLEASE AGREDMENT
Recitals
B. Sublessee wishes to sublease a portion oftle Premises (the "Sublease Premises"),
more particularly described on Exhibit B attached hereto and incorporated herein, from Sublessor
for the purpose of building a clubhouse and operatrng a First Tee program pu.rsuart to the
provisions of this Sublease ("Permitted Use")q and
16.C.2.a
Packet Pg. 875 Attachment: Sublease Agreement (23261 : First Tee Sublease)
have been made by Sublessor, its agents or employees. Sublessee hereby waives any implied
waffanties, including but not limited to fitness, suitability and habitability.
5. Rent.
5.1 Base Rent. Commenctn g on the Clommencement Date ald crrntinuing
throughout the Initial Term, Sublessee shall pay to Sublessor without deduction, setoff, prior notice
or demand, the sum of $ l 00 per year ('Ba59 Bq4"). Base Rent will be due and payable in advance
begiming on the Commencemetlt Date, and thereafter on tle l't day of each year during the Term
at the address for Sublessor set forth herein or at such place as Sublessor may fiom time to time
designate in *'riting. Subj ect to tle consent of Sublessor's lender, if applicable, Sublessee may
prepay Base Rent for all or part of the Term.
5.2 Taxes and Assessments. Sublessee shal1 pay, when and as the same
become due and payable, all taxes, assessments, liceoses, fees, atrd otler like charges levied during
the Term upon or agairst Sublessee's business operations. Sublessee shall deiiver to Sublessor,
on or before April 30 of each year, tax receipts evidencing the pal.rnent of all lawfully imposed
taxes upon tle Sublease Premises, all interests therein and all improvemenB and property thereon
for the then current calendar year; and Sublessee shall to deliver to Sublessor receipts evidencing
tte palment of all liens, levies, and assessments for public improvements within sixly (60) dayr
prior to such amounts becoming delinquent; and to pay or discharge within sixty (60) days prior
to such amounts becoming delinquent any ard all gover.nmental levies that may be made on the
Sublease Premises. If any such amounts for which Sublessee is liable are levied or assessed against
tie Premises and if Sublessor elects to pay the same or if the assessed value of the Premises is
increased by inclusion of the Sublease Premises or improvements, and Sublessor elects to pay the
taxes based on such increase, Sublessee shall pay to Sublessor upon demand that part ofsuch taxes
for which Sublessee is primarily liable hereunder as well as any increase to Sublessor's taxes as
provided herein.
5.3 Utilities. In addition to Base Retrt, taxes and otier charges herein described,
Sublessee shall pay all eosts for bringing water, sewage, gas, heat, electricity, telephotre aDd other
utility services to ttre Sublease Premises from Sublessor's improvemenB on ttre Premises and shall
pay all utility charges to the appropriate ar-rthority as and when ttrey become due throughout the
Term (Base Rent, along with taxes and assessments and utilities are hereinafter referred to
collectively as "8E4"). Sublessor shall not be responsible or 1iable for damages or injuries
sustained by Sublessee or those claiming by, tlrough or under Sublessee, because of the
intermption, discontinuance, quality or quantity ofany utility used in or for tle Sublease Premises,
regardless of ttre reason or cause of tle interruption or discontinuance. Sublessee shall not be
relieved from the performance of it obligations under this Sublease should an interruption or
discontinuance occur.
5.4 Late Charses. Sublessee acknowledges that Sublessee's failure to pay any
installment of Rent, or any otler amounts due under this Sublease as and when due may cause
Sublessor to incur costs not contemplated by Sublessor when entering into this Sutrlease, tle exact
nature and amount of which would be extremely difficult and impracticable to ascertain.
Accordingiy, if any payment of Base Rent or otler amounts or charges of any kind or character
due from Sublessee provided in this Sublease is not received by Sublessor wittrin five (5) days
after the date due, Sublessee shall also pay Sublessor, as liquidated damages. a late payment fee
2
16.C.2.a
Packet Pg. 876 Attachment: Sublease Agreement (23261 : First Tee Sublease)
equal to five percent (5%) of the delinquent amount for each and every monlh, or part of every
month that such amount remains unpaid, which the pa-rties agee represents a fair and reasonable
estimate of the costs incurred by Sublessor as a result of the late paym.ent by Sublessee. The late
payment fee shall not excuse Sublessee from making timely paymeat. If Sublessor receives two
or more checks from Sublessee tiat are returned by Sublessee's ba-nk for insufficient funds,
Sublessee agrees that all future checks shall be either bank certified, cashiers' or treasurer's checks.
A1l bark service charges resulting from bad checks sha1l be borne by Sublessee.
5.5 Survival. The rights and obligations of Sublessor and Sublessee set forth
in this Article 5 shall survive the expiration or earlier termination of this Sublease.
6.1 Construction of First Tee Improvements. Sublessee will im prove the
Sublease Premises by constructing tiermn. among ottrer ttrings, a clubhouse with classrooms,
offices, colference rooms and storage, for ttre operation of a First Tee program ttrereil, sutrject to
approval by Sublessor and Collier County ofthe final plans and specifications therefor. Sublessee
shall not commence any site work, building, alterations, additions or infrastructure improvements,
or engage in any constmctioo. activity on tle Sublease Premises, without the prior written consent
and approval ofthe Sublessor and Collier Counry. Further, Sublessee shall obtain the Sublessor's
and Collier County's written consent and approval ofall pla.ns for site work, buildings, alterations,
additions, grading, paving, drainage, utilities, landscaping or other infrastructure improvemen8
before construction may be commenced. A-11 construction of improvements must conform with
ttre approved plans and shall be constructed or installed in accordance with all applicable statutes,
ordinances, building codes. and rules and regulations of Collier County, and any otier auttrority
tlat may have jurisdiction over tle Sublease Premises and Sublessee's operations. Sublessee is
solely responsible for determining and obtaining all necessary permit and approvais, and for
paying all fees required, for tle construction. Sublessor's and Collier County's approval of
Sublessee's plans and specifications does not constitute a representation or warranty as to their
conformity with Collier County building standards, codes or zoning. Sublessee shall also require
performance bonds from its contractors in an amount equal to the First Tee improvements.
6.1.1 Sublessee shall plan, organize, supervise, schedule, monitor, direct
and cortrol tle construction competently and efficiently, devoting such attention ttrereto and
applying such skil1s and expertise as may be necessary to perform the work in accordance with the
plans approved by the Sublessor and Collier County. Sublessee shall be responsible to see that
the finished construction complies accurately wittr those approved plans. Sublessee shall keep on
the construction site at all times during tle construction a competent r€sidelt superintendent, who
shall be subject to the Sublessor's and Collier County's approval and not be replaced withoutprior
written notice to tle Sublessor and Collier County. The superintetrdent shall be employed solely
by the Sublessee and be the Sublessee's represertative on tle Sublease Premises and shal1 have
the autlority to act on behalf of the Sublessee. All eommunications given to the superintendent
shall be as binding as if given to the Sublessee. The superintendent shall be on tte Sublease
Premises at al1 times during coastruction whenever Sublessee's work crews, or work crews of
otler parties authorized by Subiessee are engaged in any activity whatsoever associated with tle
constmction related to the improvements to the Sublease Premises. Should the Sublessee farl to
comply with tle above condition in all material respects, the Sublessee shal1 be in breach of this
Sublease and Sublessor may pursue its remedies for evenls of breach as provided herein.
3
6. Construction. Maintenance. Repair and Alterations.
16.C.2.a
Packet Pg. 877 Attachment: Sublease Agreement (23261 : First Tee Sublease)
Sublessor shall have tte right to direct Sublessee to remove and replace tle superintendent, with
or without cause, if in the sole discretion of tle Sublessor or Collier County such removal and
replacement is in tle best interest of the Collier County.
6.1.2 By executing a-nd entering into this Sublease, Sublessee is formally
acknowledging witlout exception or stipulatior that it is fully responsible for complying with the
provisions ofthe Immigration Reform aad Control Act of 1986 as located at 8 U.S.C. 1324, et seq.
and regulations relating thereto, as eitler may be amended. and Chapter 448, Florida statutes.
Failure bytte Sublessee to comply with the laws referenced herein shall constitute a breach of this
Subiease and Sublessor shall have the discretion to unilaterally terminate this Sublease consistent
with the termination provisions provided herein.
6.1.3 Statutes and executive orders require employers to abide by the
immigration laws of the United States and to employ orly individuals who are eligible to work in
the United States. The Employ,ment Eligibility Verification System (E-Verify) operated by the
Depa-rtment of Homeland Secudty (DHS) in partnership with the Social Security Administration
(SSA), provides an Internet-based means of veriffng emplolment eligibility of workers rn the
United Statesl it is not a substitute for any other employment eligibility verification requirements.
Sublessee is required to erroll and comply with tle E-Verifo program, and provide acceptable
evidence of its enrollment, at tle time of ttre execution of this Sublease. Acceptable evidence
consisb ofa copy ofthe properly completed E-Verifu Company Profile page or a copy of the firlly
executed E-Verify Memorandum of Understanding for the company. Additionally, the Sublessee
shall require all subcontracted contractors working at tle Sublease Premises to use the E-Verifu
system comistent with Title 8 of the United States Code and Chapter 448, Florida Statutes. For
additional information regarding the Employnent Eligibility Verification System (E-Verify)
program visit the following website: http:,'iwww.dhs.govE-Verifv and Section .1.+8.095. Fltrrida
Statutes. It shall be ttre Sublessee responsibility to familiarize ttemselves with all rules and
regulations governing this program.
6.7,4 Sublessee agrees to keep ttre project site clean at all times ofdebris,
rubbish and waste materials arising out of any improvement to ttre Sublease Premises. At &e
completion of any improvement, Sublessee shal1 remove all debris, rubbish, and waste materials
from and about the site of ttre Sublease Premises, as well as all tools, appliances. construction
equipment and machinery and surplus materials, and shall leave the Subiease Premises site clean
and ready for occupancy.
6.1.5 Sublessee further agrees that al1 right and title to any alterations,
additions and improvements made to &e Sublease Premises during &e Term shall vest in the
Sublessor upon termination of this Sublease, and shall not be removed from Sublease Premises
upon the expiration or termination of this Sublease.
6.1.6 Sublessor is not responsible for reimbursing the Sublessee for its
itrvestment in any modifications, additions, improvemen8, structures, fixtures or equipment otr the
Sublease Premises. Sublessee agrees that upon ttre expiration or soone.r termination of this
Sublease, Subiessee shall deliver up tle Sublease Premises to Sublessor peaceably. quiedy and in
good order and condition, ordinary wear a-nd tear excepted.
4
16.C.2.a
Packet Pg. 878 Attachment: Sublease Agreement (23261 : First Tee Sublease)
6.1.7 Upon completion of tie approved improvements, Sublessee shall
provide Sublessor with "as builf' plans.
6.2 Repair and Maintenance. Sublessee shall maintai n. at al1 times
during the Term and at Sublessee's sole cost and expense, ttre Sublease Premises and all
improvements thereon in good order and repair, in a neat, sanitary and attractive condition and in
compliance witl all laws, ordinances and regulations applicable tiereto. Such maintenance and
repair shall include, without limitation: (i) fte maintenance and repair of al1 drivewap, paths a-nd
parking areas which are now or hereafter located on ttre Sublease Premises, and all adjacent
landscaped areas and perimeter walls; (ii) the maintenance and repair of heating, ventilating and
air conditioning equipment, electrical equipment and fixtures, and plumbing fixtures and
equipment serving or located in the Sublease Premises; and (iii) the maintenance and repair ofthe
foundation, roofand stmctural portions ofthe clubhouse building to be constructed by Sublessee.
Sublessor will have oo duty to repair or maintain the Sublease Premises. Sublessor will not be
liable for any damage or injury, fatal or non-fatal, resulting ftom the damage, defect or disrepair
ofthe Sublease Premises, and will not have any duty to make anyreplacement ofthe improvemenb
comtitutitrg a portion of ttre Sublease Premises.
6.3 Alterations. Sublessee must obtain written approval from Sublessor, and if
required by ttre Master Lease, Collier County, for any alterations to tle Sublease Premises.
Sublessor shall respond within ten (10) days of written request by Sublessee. A11 improvements,
additions a-nd alterabons, once approved, shall be constucted in accordance with applicable laws
and at Sublessee's own expense. Sublessee will indemnify and defend Sublessor and Coliier
County for a1l liens. claims, or damages caused by remodeling, improvements, additions,
alterations, and major repairs, and provide notice to its contactors that County property is IIot
subject to liens.
6.4 Failure to \Iaintain or ReDair. In the er-ent Sulrlessee ldils lo maintair the
Sublease Premises in compliance with this Section. after written notice to Sublessee and after a
reasonable period to cure, Sublessor and its employees or agents shall have the right, but not the
ohligation, to enter the Sublease Premises and cause ttre necessary repairs or corrections to be
made and any reasonable costs tlerefor shall be payable by Sublessee to Sublessor as additional
rental on the next Rent due date. Sublessor's etrtry and perfomance shall not constitute an eviction
of Sublessee in whole or in part. nor relieve Sublessee from the performance of the covenants,
conditions and agreemenB herein. Sublessor, its agents and employees shal1 not be liable for
claims for loss or damage to Sublessee or anyone claiming through or under Sublessee for actions
taken under this Section
7. Mechanics' Liens. Sublessee shall not suffer or permit to be enforced against the
Sublease Premises, or any part ttrereof, any lien for work, materials or labor arising out ofany tie
initial construetion of the building on the Sublease Premises or a-ny subsequent improvement
undertaken by Sublessee (including, without limitation, alteration. repair and restoration work),
trut shall pay or cause to be paid a-ny such lien before any action is brought to enforce tle same.
Sublessee hereby indemnifies and holds Sublessor and Collier County free and harmless of. from
and against, all liability for any and all such liens, together wittr all costs and expenses in
connectior therewith (including reasonable attorneys' fees); provided ttrat if Sublessee shal1 in
good faith contestthe validity of any lien, claims or demand, Sublessee shall, atits expense, defend
itself, Sublessor, and Collier Counff against ttre same, and shall pay and satisfo any adverse
5
16.C.2.a
Packet Pg. 879 Attachment: Sublease Agreement (23261 : First Tee Sublease)
judgment that may be rendered before the enforcement tlereof against Sublessor, Collier County,
or tie Sublease Premisesi and if Sublessor or Collier Countv shall require, Sublessee shall firmish
to Sublessor and/err Collier Counry, a surety borld, satisfactory to them and in any amount equal to
tle contested lien, indemnifying Sublessor and Collier County against liability for the same.
Sublessor shall also have tle rig[t, during Sublessee's construction of the initial building or any
alteration or improvement ttereafter. to post notices of non-responsibility as may be permitted by
applicable law. Sublessor shall not suffer or permit to be enforced agalmt the Sublease Premises,
or atry pa-rt thereof, any lien for work. materials or labor arising out of any the constmction or
improvement undertaken by Sublessor, but shal1 pay or c,ruse to be paid ary such lietr before any
action is brought to enforce the same. Sublessor hereby indemnifies and hoids Sublessee free and
harmless of, from and against, all liability for any and all such liens, together with all costs and
expenses in conLrection therewith (includ ing reasonable attorneys' fees), provided that if Sublessor
shall in good faith contestthe validity ofanylien, claims or demaad, Sublessor shall. at its expense,
defend itself, Sublessee against the same, and shall pay and satisfo any adverse judgm.ent that may
be rendered before the enforcement thereof against Sublessee or the Sublease Premises.
8. Use.
8.1 Sublessee shall use ttre Sublease Premises for tle construction ofa First Tee
clubhouse with classrooms, offices, conference rooms and storage, and for the operation ofa First
Tee program ttrerein and thereon, and for no other purpose.
8.2 Sublessee shall conduct its business at ttre Sublease Premises under the
trade name of "First Tee - Naples/Collier." Any advertising utilized by Sublessee that in aLry
manner involves Sublessor, including use of Sublessor's name or the name "BigShots," shall
require Sublessor's prior written approval, given in Sublessor's sole discretion.
8.3 All signs. banners or like objects used in connection with or exhibited on
the Sublease Premises shall be subject to the prior written approval of Sublessor, given in
Sublessor's sole discretion and shall conform wittr applicable laws and deeds and other restrictions.
Sublessee shall place signage within tte Sublease Premises tlat states "THE FIRST TEE NOT
OWNED BY OR AN AFFILIATE OF BIGSHOTS." Sublessee shall remove all of its signs,
banners. displays and like obj ects at ttre expiration or earlier termination of this Sublease and shall
repair any damage and close any holes caused or revealed by such removal.
8.4 Sublessee shall not commit any waste or any public or private nuisance
upon the Sublease Premises.
8.5 Use oftle Sublease Premises by Sublessee shal1 be subject to all rules and
regulations applicable to Sublessor's clubhouse building on the Premises, provided the same do
not materially and adversely interfere wittr tle Permitted Use.
o
8.6 Except as specifically set forth hereio, Sublessee and its employees,
.representatives, agents. affiliates, clients. invitees and Sublessee Participants (hereinafter defined)
shall have no authority to utilize any facilities of Sublessor other than tle Sublease Premises, and
Sublessee shall be responsible for compliance with such restriction on use of Sublessor's facilites.
16.C.2.a
Packet Pg. 880 Attachment: Sublease Agreement (23261 : First Tee Sublease)
8.7 Sublessee shall fully comply and shall cause its employees, representatives,
agents, affiliates, clients, invitees and Sublessee Participants to fully comply with (i) all rules and
regulations madeby Sublessor from time to time regarding the operation of tte Sublease Premises,
provided such rules and regulations will not materially and adversely interfere witl tle Permitted
Use, and (ii) all rules and regulations made by Sublessor and as modified from time to time
regarding the safety, care or cleadiness of the Sublease Premises, ttre Premises or regarding the
comfort of the Golf Course's employees, members, guests, subtenanB and invitees.
8.8 Sublessee shall maintain all required professional licenses tfuoughout the
Term. Sublessee, at its sole cost and expense, shall comply and shall cause its employees,
representatives, agents, affiliates, client, invitees and Sublessee Parhcipants to comply, with all
laws, ordinances, codes. orders, rules and regulations affecting the use, occupancy, alteration,
cleanliness, safety and operation of the Sublease Premises.
8,9 Sublessee shall not cause or permit any Hazardous Material (hereinafter
defined) to be brought upon, tansported tbrough, stored, kept, used, discharged or disposed in or
about the Sublease Premises or tle Premises by Sublessee, its employees, representatives, agen8,
affiliates, clients, invitees, and Sublessee Participants. "Hazardous Material" shall meao and
include any element, coostituent, chemical, substance, compound or mixture that is defined in,
included under or regulated by any local, state or federal law, rule, ordinance or regulauon
pertainilg to envirormental regulation, contamination. clean-up or disclosure, including, but not
limited to, tle Comprehensive Environmental Response, Compensation aud Liability Act of 1980,
ttre Resource Conservation and Recovery Act, the Toxic Substalces Control Act, the Clean Water
Act, the Clean Air Act, tie Marine Protection Research and Sanctua.ries Act. the Occupational
Safety a-nd Health Act, the Superfund Amendments and Reauthorization Act of 1986, and all other
superiien or envirormental clean-up or disclosure statutes including all state and local counterparB
ofsuch laws (collectively, "Envirormental Laws"). Sublessee shall notfy Sublessor immediately
of the presence ofor disposal of Hazardous Marerial on or near tle Sublease Premises, and ofany
notice by a party alleging the presence of Hazardous Material on or near the Sublease Premises.
Sublessee shall indemnifu, defend, and hold harmless Sublessor and its parents, subsidiaries,
affiliates, employees, partnefs. agents. represetrtatives. members, mortgagees or successors to
Sublessor's interest in the Sublease Premises (collectively, Sublessor and the above-referenced
parties shall be refered to as the "Sublcsspr Lndcmailggs") from any and all claims, sums paid in
setdement of claims, judgments, damages, clean-up cosE, penalties, fines, costs, liabilities, losses
ol expenses (including attomeys', consultants' and experts' fees and any fees by the Sublessor
parties to enforce liis indemnification) that arise duringor after the Term as aresult ofSublessee's
breach of the obligations herein. Sublessee's obligations hereunder shall survive the expiration or
earlier termination of ftis Sublease and shall survive any transfer of Sublessor's interest in the real
property.
9. Entry. Sublessee shall permit Sublessor or Sublessor's agents, representatives, or
employees to enter tle Sublease Premises at all reasonable times and upon prior and reasonable
rotice to inspect ttre Sublease Premises to determine whettrer Sublessee is complfng with the
terms of this Sublease and to do other lawfu1 acts tiat may be necessary to protect Sublessor's
interest in the Sublease Premises under ttris Sublease or to perform Sublessor's duties under this
Sublease.
.7
16.C.2.a
Packet Pg. 881 Attachment: Sublease Agreement (23261 : First Tee Sublease)
10. Parking. Sublessee or Sublessee's agents, representative s, employees, or
Sublessee Participants shall be permitted to park in the general parking lot for the Premises, subject
to all applicable rules ard regulations.
11. License to Use Other Areas.
11.1 Subjeet to the tems ofthis Sublease, Sublessor hereby grant and conveys
to Sublessee a non-exclusive license to allow Sublessee. its coaches, mentors, camp counselors
and otler Sublessee representatives to studerts and other youth participants (collectively,
"Sublessee Participants") artd emplo-vees access to and use c,f the golf course, the BigShots center
a-nd other certain golf practice facilities now or hereafter located on tle Premises (collectively,
"Facilities") in accordance witl tle First Tee Term Sheet daed Juoe 3, 2021, attached to the Master
Lease ("Eirs!&E IgIlq_Slee!") and in addition as may otherwise be set forth here in. In connection
therewittr, the Sublessee Participanr may also use the Sublessor's parking lots and dining facilities
(via pay:rent by credit card only) on a non-exclusive basis. Except as expressly set forth herein,
thrs license does not grant access to any other amenities or facilities on tie Premises. By way of
example ard not limitation, Sublessee Pa-nicipafts may not access any tennis or swimming
facilities now or hereafter located at the Premises by way of the license granted pursuant to ttris
Agreement.
17.2 The use of the Facilities pursuant to tle license gra:rted to the Sublessee
hereunder is subject to the following te.rms and conditions: which are intended to be in
addition to usage under the First Tee Term Sheet.
a. During the Term, Sublessee Participanb may access the Facilities
for practice rounds after 2:00 p.m. on dap the golf course is open for regular
operation, subj ect to availability. Such access is in addition to access rights under
the First Tee Term Sheet. The Sublessor reserves tte right to modifu from time to
time the days and times that the Facilities are available for use by ttre Sublessee
Participants but such modification shall not reduce Sublessee's access according to
the First Tee Term Sheet. Notwitlstanding the foregoing, for the avoidance of
doubt, Sublessee acknowledges tlat notling herein or in the First Tee Term Sheet
shall limit or restrict the right of Sublessor to modifu the dap or times lhat the
Facilities are open for regular operations. Use of tte golf course bythe Sublessee
Participants requires tee time reservations which must be made by the Sublessee
Participants and which may be made up to ,18 hours in advance. No more tlan two
tee times may be reserved by any one Sublessee Participatrt at any one time.
b, Prior to accessing the Facilities the first time. all Sublessee
Participants must execute a Release and Waiver Agreement in the form attached
hereto as Exhibit C.
c. Orly bona fide Sublessee Participants are permifted ttre use of the
Facilities pursuant to tiis license. Upon execution of this Sublease. ttre Sublessee
will provide a roster of all current Sublessee Participarts who will access the
Facilities ftrough the license granted hereunder. Tte Sublessee will notify
Sublessor if any person associated with the Sublessee is no longer associated with
the Sublessee and/or if ttrere are new persors participating in ttre Sublessee.
8
16.C.2.a
Packet Pg. 882 Attachment: Sublease Agreement (23261 : First Tee Sublease)
d. Sublessee Participants, who are over the age of 16 and have a valid
driver's license, may access golfcarts at the golf course for their practice rounds at
no charge, and subject to availability. In addition, Sublessee Participants may
access push carts at the goif course for tleir practice rounds at no charge, and
subj ect to availability. Sublessee Participants who are under the age or 16 may have
a legal guardian who has a valid driver's license access a-nd drive them in golf carts
at ttre golfcourse for their practice rounds at no charge, subj ect to availability.
e. In comection wi& the use of the Facilities, the Sublessee
Participarts will observe and comply witt the dress code and all applicable laws
and all rules and regulations established by ttre Sublessor for the safety, security,
care and elearliness oftle Facilities and ttre use and enj oyment ofthe Facilities by
members and guests of the Sublessor. Unless otherwise stated hereitr, Sublessee
Participants do not have guest privileges and may not bring guests to the Facilities.
f. The use by the Sublessee Participanb ofthe Facilities may be
restricted from time to time for maintenance or other limited purposes, and in
such event, tte Sublessor shall provide. when possible, advance notice to
Sublessee by phone or e-mai1.
11.3 Sublessee understands that use of the Facilities and ottrer improvemedr at
the Premises by Sublessee Participants involves inherent risks, dangers and hazards that
could result in serious personal injury or death. Sublessee is furfter aware tlat the Facilities
and other improvements, including any equipment used thereon or therein, contain dangers
and can cause serious injury or death. The Sublessee hereby agrees to assume and accept
all known and urknown risks of injury arising out of its use of the Facilities and other
improvements located on the Premises, including injury or death that results from any
cause, including, but not limited to, the Sublessor's negligence, design of the Facilities or
other improvements and/or equipment, or from any third party. EXCEPT AS SPECIFIED
IN THIS SECTION, ALL EXPRESS OR IMPLIED CONDITIONS,
REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY. FITNESS
FOR A PARTICULAR PURPOSE, AND SATISFACTORY QUALITY ARE HEREBY
EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE
EXPRESSLY DISCLAIMED BY THE SUBLESSOR.
To ttre fuilest extert permitted by law. the Sublessee shall be responsible for any and all
claims, actions, damages, expelses awarded by a court of competent jurisdiction, for the
negligent acts and omissions of ib officers a-nd employees engaged in tte scope of their
employment and arising under this Sublease. To the extert permifted by law, ttre Sublessee
shall hold the Sublessor and tle County harmless for ttre actions of Sublessee Participants,
including any physical harm to tlemselves or ottrers and for any damages to the Facilities,
and other improvements located or or at tle Premises, or to homes. vehicles, golf carts or
other personal property, caused by a:r Sublessee Participant, including, but rot limited to,
damages or injuries caused by errant goif balls hit by an Sublessee Participant as
determined by a court of competent jurisdiction. Nothing herein may be construed as a
waiver of any defense or claim Sublessee and/or the Sublessee Participants may have
9
16.C.2.a
Packet Pg. 883 Attachment: Sublease Agreement (23261 : First Tee Sublease)
against any third party
The Sublessee acknowledges and agrees that tle Sublessor and its employees, agents and
representatives have no responsibility for security. or for the loss of or damage to golf
clubs or any other personal property or articles brought onto tle Premises or for any item
left unattended, or for damage to vehicles on the driveways and parking areas at tle
Premises.
72. Surrenrler ofSublease Premises. [)n the ex piration or rrther terminatirrn of this
Sublease, Sublessee shall promptly surender and deliver the Sublease Premises to Sublessor iri
good conditon, reasonable wear and tear €xcepted. and shall leave the Subiease Premises "broom
clean" and free of debris. [n the event Sublessee has made any alterations or improvements to the
Sublease Premises, including, without limitation, the building Sublessee will construct upon tte
Sublease Premises, upon the expiration or termination of tle Sublease all such alterations and
improvements shall automatrcally be the property of Sublessor and shall remain upon and be
surendered with the Sublease Premises without any paym.ent by Sublessor. Notwithstanding the
foregoing sentence, all personal properry ofSublessee (excepting fumiture, fixtures and equipment
belonging to the Sublessor as oftle date ofthis Sublease or purchased by the Sublessor during the
Term) not perma:rently affixed to the Sublease Premises and tiat can be removed witlout material
damage to ttre Sublease Premises shall remain the property of Sublessee and, so long as Sublessee
is not then in default under tlis Sublease, may be removed by Sublessee prompdy upon tle
expiration or termination of this Sublease. Sublessee, at its sole cost and expense, immediately
shall repair all damage to the Sublease Premises caused by or revealed upon Sublessee's removal
of such personal property. Sublessor shall have tle right to keep any trade fixtures or to require
Sublessee to remove any trade fixtures that Sublessee might otherwise elect tL1 abandon.
Sublessee's obligations under this Article shall survive tle expiration or earlier termination of this
Sublease. Notwithstanding anything herein to ttre contrary, if the Master Lease should terminate
and if Sublessee should remain in possession of the Sublease Premises by agreement with the
County or ottrerwise, ttren the improvements on tle Sublease Premises shall remain the property
of Sublessee.
13. Master Lease. This Sublease is su bject to and subordinate in all respecb to the
Master Lease and all covenants, conditions and provisions thereof. Reference is hereby made to
ttre Master Lease for tte particulars tlereof, and ttre same is incorporated herein by reference as if
fully set forth in ttris Sublease.
13.1 Sublessee agrees, to the extent applicable, to comply with and abide by all
terms and provisions oftie Master Lease (except ttrat Rent hereunder shall be payable to Sublessor
as provided in ttris Sublease) a-nd to perform and assume all of Sublessor's nonmonetary
obligations under the Master Lease insofar (but only insofar) as such terms. provisions and
obligations relate to ttre Sublease Premises during the Term. Sublessee shall not commit any act
that would constitute a default or event of default under tle Master Lease. Sublessee ag.r€€s that
with respect to the Sublease Premises, Sublessor shall have all rights vis-i-vis Sublessee that
Collier county has vis-i-vis Sublessor under the Master Lease. Such lghts include, but a.re rot
limited to: (i) the right to receive any notices &at Collier Count-v is entitled to receive under the
Master Lease, (ii) the right to require ttat Sublessee obtain Sublessor's consent in any and all
circumsta.nces that require ttre consent of collier County under the Master Lease; and (iii) the right
10
16.C.2.a
Packet Pg. 884 Attachment: Sublease Agreement (23261 : First Tee Sublease)
to be indemnified by Sublessee agaimt certair damages, cosB and expenses as if the indemnity
provisions under ttre Master Lease applied to Sublessee and Sublessor instead of Sublessor a:rd
Collier County, respectively.
13.2 Sublessor grants to Sublessee all of its rights and benefits under the Master
Lease insofar (but only insofar) as such rights and benefits are applicable to the Sublease Premises.
Sublessee agrees that nothing herein contained shall be deemed to grant Sublessee any rights that
would conflict wittr any e-rf the covenants aod conditions of the Master Lease, and Sublessee agrees
that it will do nofting in, on or about the Sublease Premises which would result in the breach by
Sublessor of its underakings and obligations under the Master Lease. Except as specifically
provided in this Sublease, nothing contained in this Sublease shall be construed as a guarantee by
Sublessor of any of the obligations. coveraltts. warranties, agreemeots or undertakings of
Sublessor in the Master Lease, and Sublessee shall look solely to Sublessor (subject to and in
accordance with tle Master Lease and applicable law) wittr respect to the performance thereof.
13.3 The rights of Sublessor and the obligations of Sublessee set out in ttre other
provisions of this Sublease shal1 supplement, not be in lieu of, ttre rigfts of Sublessor and
obligations of Sublessee under this Article 1,1. Sublessor shall comply wittr all terms and
conditions ofthe Master Lease. Sublessor shall prompdy notify Sublessee in writing of any written
notice from the County received by Sublessor alleging an Event ofDefault by Lessee (as defined
in the Master Lease) or alleging a default in the performance ofobligations under the Master Lease
that, wifr the passage of time. would constitute an Event of Default by Lessee.
14. Collier County and Sublessor Nonliabilitv. Collier County and Sublessor shall
not be liable for any loss. damage or injury of any kind or character to any person or property
arising from any use of the Sublease Premises, or any part tlereof, or caused by or arising from
a-ny act or omission of Sublessee or any of ib agents, employees, subtenants, licensees, invitees,
or Sublessee Participants, or by or from any accident on tle Sublease Premises, or any fire or otler
casualty tlereon, or occasioned by the failure of Sublessee or any subtenant, licensee or invitee of
Sublessee to maintain the Sublease Premises or cause ttre same to be maintained in a safe condition,
or by any nuisance made or suffered tlereon, or (except for ttre gross negligence or willful
misconduct of Sublessor) arising from any other cause whatsoever. Except for the gross negligence
or willful misconduct of Collier County or Sublessor, as a material part of the consideration ofthis
Sublease, Sublessee hereby waives on its behalf all claims and demands agatrct Collier County
and Sublessor, hereby indemnifies and agrees to defend and hold Sublessor and Collier Coulty
entirely free and harmless of, from and against, all liability for claims ofother persons for anysuch
loss, damage or injury, togetler with all costs and expenses arising therefrom. The terms of this
Article shall be made a part ofeach sublease ofany portion of the Sublease Premises. The terms
of &is Article will survive the expiratioo or earlier termination ofthis Sublease.
15. Insurance.
15.1 Sublessee shali maintain so called All Risk property ilsurance on the
Sublease Premises to include "Special Form" coverage, including Windstorm, Flood, Vandalism,
and Malicious Mischief covering tire Sublease Premises, improvemenb thereon and real property.
at replacemeot cost value as reasonably estimated by Sublessee. togettrer with such other insurance
coverage as Sublessee, in its reasonable judgment, may elect to maintain from time to time.
Sublessor and Collier County shall be added as an additional insured on fre A11 Risk property
11
16.C.2.a
Packet Pg. 885 Attachment: Sublease Agreement (23261 : First Tee Sublease)
insurance policy as their interest may appear; and shall include aprovision requiring not less ttran
ten (10) days prior written notice to Sublessee in the event ofcancellation or reduction in policy(ies)
coverage. Sublessee is responsible for any deductibles.
75.2 Sublessee shall provide and maintain Workefs Compemation Insurance
covering all employees meeting lhe tten existing Statutory Limit in compliance with the
applicable state and federal laws. The coverage shall include Employels Liability with a minimum
limit of On€ Hundred Thousand and 00/100 Dollars ($100,000.00) per each accident. If such
amounts are less tlan good insurance industry practice would requ ire, Sublessor reserves the right
to increase ttrese insurance limits by providing Sublessee wift at least sixty (60) days' advance
notice to initiate such policy limit increase.
f5.3 Sublessee shall also maintain standard fire and extended coverage insuralce
on Sublessee's personal property located on the Sublease Premises and all of Sublessee's property
located on or in the Sublease Premises including, without limitation, furniture, equipment, fittings,
installations, betterments, improvements, fixtures (including removable tade fixtures), personal
property and supplies, in an amount trot less than the then-existing fu11 replacement value.
15.4 Business Automobile Liability Insurance, and Business Boat Liability
Insurance, for automobiles and boats used by Sublessee in the couffe of its performance under this
Sublease, 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 tlan good insurance practice would require, Sublessor reserves the right
to increase tlese insurance limit by providing Sublessee with at least sixty (60) days' advance
notjce to initiate such policy limit increase.
15.5 Commercial General Liability insurance shall be maintained in an amount
of not less tlan tlree million dollars ($3.000.000) in the aggregate. Sublessor reserves the right to
increase ttrese insurance limits by providing Sublessee witl at least sixty (60) days' advance uotice
to initiate such policy limit increase.
15.6 Builder's Risk hrsurance shall tre obtained and secured by Sublessee at all
times during the construction of a-ny improvements on the Sublease 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 fuIl cost of the
improvements. Sublessee is responsible for any deductibles.
15.7 Sublessor and the County shal1 be added and continuously maintained as an
additional insured on all policies of insurance required under tlis section. Evidence of such
insurance shall be provided to Sublessor at 3030 LBJ Freeway, Suite 400, Dallas, Texas 7523-1,
Atm: General Counsel. and the Collier County Risk Management Division, 331 1 East Tamiami
Trail, Administration Building, Naples, Florida, 34i 12. for approval prior to the commencemert
of this Lease; and shall include a provision requiring not less than ten (10) days prior written notice
to Sublessor in the event of cancellatjon or reduction in policy(ies) coverage. if such amounb are
less tlan good insurance practice would require, Sublessor reserves tle right to reasonably amend
their insurance requirements by issuance of notice in writing to Sublessee, whereupon receipt of
such notice Sublesse e shall have thirty (30) days in which to obtain such additional insurance. The
issuer of a-ny policy must have a Certificate of Authodty to transact insurance business in the State
tz
16.C.2.a
Packet Pg. 886 Attachment: Sublease Agreement (23261 : First Tee Sublease)
of Florida and must be colsistent with Sublessee's customary insurance policies or better. Each
insurer must be responsible and reputable and must have financial capacity clnsistent with the
risks covered. Each policy must cofltain an endorsement to the effect that tle issuer waives any
claim or right of subrogation to recover against Sublessor, its employees, representatives, and
agents.
f5.8 Failure to continuously abide wittr all ofthese insurance provisions shall be
deemed to be a material breach of ftis Lease a-nd Sublessor and Sublessee, as applicable, shall
have the remedies set forltr below.
15.9 At all times during the Term, Sublessee agrees to keep and maintain, or
cause Sublessee's age[ts, coltractors, or subcontuactors to keep and maintain, workmen's
compensation insurance and otler forms of insurance as may from time to time be required by law
or may otlerwise be trecessary to protect Sublessor and the Sublease Premises from claims of any
person who may at arry time work on the Sublease Premises, whether as a servant, agont, or
employee of Sublessee or otherwise. This insurance shail be maintained at the expense of
Sublessee or Sublessee's agents, contractors, or subcontractors and not at the expense of Sublessor.
16. Assi ment and Sublettin Sublessee shall nrrt voluntarilv or b) operatiLln (rf law
transfer, assign or sublet this Sublease or Sublessee's interest in and to ttre Sublease Premises in
whole or in part, wittrout Sublessor's prior written consent, which consent may be withield in the
sole discretion of Sublessor. The receipt of Rent from any party other tlan Sublessee shall not be
deemed to be a corsent to a transfer, nor shall that receipt relieve Sublessee of its obligation to pay
Rent for tle Term. An assignment or subletting of Sublessee's interest in this Sublease witlout
Sublessor's prior written consent shall give Sublessor the right to immediately terminate this
Sublease, at Sublessor's sole option, or declare Sublessee in default and proceed with all remedies
granted herein. Sublessor is expressly given the right to assign any or all of its interest under the
terms of ttris Sublease. In tle event of Sublessor's ass iwment of this Sublease, Sublessor shall be
relieved ofall liability for the covenants and obligations in or derived from this Sublease. orarising
out ofany act. occuffence or omission relating to the Sublease Premises or tlis Sublease. for any
act or occur.rence arising from and after the date of such assignment. Notwithstanding anlthing
else herein to the contra.ry, Sublessee may pledge its interesb in this Sublease in connection with
any financing to it. Sublessor will assist and cooperate with any reasonable requirements of
Sublessee's lender.
17. Default. Any of the followrng events or occurrences shall constitute a material
breach of this Sublease by Sublessee and, after the expiration ofany applicable grace period, shall
constitute an event of default (each an "Event of Default"):
17.l The failure by Sublessee to pay any amount in firl1 when it is due under tlis
Sublease, and such failure continues for five (5) days after written notice from Sublessor ofsuch
failure I
77.2 The failure by Sublessee to perform any obligation under ttris Sublease,
which by iE nature Sublessee has no capacity to cure:
17.3 The failure by Sublessee to perform any other obligation under this
Sublease, ifthe failure has continued for a period oftwenry (20) days after Sublessor demands in
l3
16.C.2.a
Packet Pg. 887 Attachment: Sublease Agreement (23261 : First Tee Sublease)
witing that Sublessee cure the failure. If, however, by its natrre the failure ca:not be cured within
twenty (20) days, Sublessee may have a longer period as is necessary (up to sixty (60) days) to
cure the failure, but tfuis is conditioned upon Sublessee's prompdy commencing to cure within tte
twenty (20) dayperiod and is ttrereafter diligently completing tle cure. Sublessee shall indemnifu
and defend Sublessor against any liability. claim. damage, loss, or penalty tlat may be tlreatened
or may in fact arise from that failure during fre period the failure is uncured I or
17.4 The abandonment ofttre Sublease Premises by Sublessee
18. Remedies. Upon the occurrence of an Event of Default. Sublessor. in addition to
any otler rights or remedies available to Sublessor at lau' or in equity, shall have the right to:
18.1 Terminate ttris Sublease and all rights of Sublessee under this Sublease by
giving Sublessee written notice that ftis Sublease is terminated, in which case Sublessor may
recover from Sublessee the aggregate sum of (i) the worttr at dre time of award of any unpaid Rent
tlat had been earned at the time of terminationl (ii) tle worth at the time of award of ttre amount
by which (A) the utrpaid Rent that would have been earned after termination utrtil tte time of award
exceeds (B) tte amouot of tle rental loss, if any. as Sublessee affirmatively proves could have
been reasonably avoided: plus (iii) the worth at the time of award of ttre amount by which (A) the
unpaid Rent for tle balance of the Term after tie time of award exceeds (B) the amount of rental
loss, if any, as Sublessee affirmatively proves could be reasonably avoided.
18.2
Sublease, either
CLrntinue this Sublea-se and fr.'m time to tine. \yithout terminating this
18.2.1 recover all Rent and other amoun8 payable as lhey become due: or
18.2.2 relet tle Sublease Premises or any part on behalf of Sublessee on
terms atrd at ttre Rent tlat Sublessor, in Sublessor's sole discretion, may deem advisable, all wittr
the right to make alterations and repairs to the Sublease Premises, at Sublessee's cost, and apply
tle proceeds of reletting to the Rent and ottrer amounts payable by Sublessee. To ttre extent ttrat
the Rent and other amounts payable by Sublessee under tlis Sublease exceed the amount of the
proceeds from reletting, tte Sublessor may recover the excess from Sublessee as and when due.
I8.3 Upon the occurence of an Event of Default, Sublessor shall also have ttre
right, with or witlout terminating liis Lease. to re-enter the Sublease Premises and remove all
penons and property from tle Sublease Premises. Sublessor may store tle property removed from
tle Sublease Premises in a public warehouse or elsewhere at ttre expense and for the account of
Sublessee.
18.4 None of tte following remedial actions, alone or in combination, shall be
construed as an election by Sublessor to teminate tlis Sublease unless Sublessor has in fact given
Sublessee written notice ttrat this Sublease is terminated or unless a court of competentjurisdiction
decrees termination on this Subleasel any act by Sublessor to maintain or preserve ttre Sublease
Premises; any efform by Sublessor to relet tte Sublease Premisesl axy re-entry. repossession. or
reletting of the Sublease Premises: or any re-entry. repossession, or reletting of the Sublease
Premises by Sublessor pursuant to this Section. If Sublessor takes any of the previous remedial
l.l
16.C.2.a
Packet Pg. 888 Attachment: Sublease Agreement (23261 : First Tee Sublease)
actions witlout terminating this Sublease, Sublessor may nevertheless at any later time teminate
this Sublease by written notice to Sublessee.
f8.5 After tie occurrence of an Event of Default, Sublessor, in addition to or rn
lieu of exercising other remedies, may. but without any obligation to do so. cure the breach
underlying the Event of Default for the account and at tle expense of Sublessee. However
Sublessor must by prior notice first allow Sublessee a reasonable oppomrnity to cure. except in
cases of emergency, where Sublessor may proceed without prior notice to Sublessee. Sublessee
shall, upon demand, immediately reimburse Sublessor for all costs, including costs of settlements,
defense, court costs, and attomey fees, that Sublessor may incur in the course of any cure.
18.6 Except where this is inconsistent wittr or contrary to any provisions of dris
Sublease, ro right or remedy conferred upon or reserved to eitler party is intended to be exclusive
of any otler right or remedy, or any right or remedy given or now or later existing at law or in
equity or by statute. Except to ttre extent tlat eilher party may have otterwise agreed io writing.
no waiver by a parff of any violation or nonperformance by the ottrer party of any obligati ons,
agreements, or covenants under this Sublease shall be deemed to be a waiver of any subsequent
violation or nonperformance of the same or any other covena.nt, agreement, or obligation, nor shal1
any forbearance by either pary to exercise a remedy for any violation or nonperfotmance by the
other party be deemed a waiver by that party of the rights or remedies with respect to that violation
or nonperformance.
19. Waiver of Breach. Al \, express or implied n,aiver rrf a breach trf anv term of this
Sublease shall not constitute a waiver of any further breach of tle same or other term of this
Sublease; and ttre acceptance of Rent shall not corctitute a waiver of a:ry breach of a-ny term of
this Sublease, except as to ttre palment of Rent accepted.
20. Estoppel Certificates. At any time. with at least ten (10) days' prior notice,
Sublessee or Sublessor as tle case may be shall execute, acknowledge, and deliver to the other a
certifi cate certifying:
20.1
20.2
2 0.-l
tle Commencemetrt Date and ttre Term of the Sublease and Master Lease.
the amount of the Rent.
the dates to which Rent and other charges have been paid,
20.1 that this Sublease and ttre Master Lease is unmodified and in fulI force or,
if ttrere have been modifications, that this Sublease and tle Master Lease are in fuIl force, as
modified, and stating the date and nature of each modification.
20.5 ttrat no notice has been received by either party of any default under the
Sublease or Master Lease that has not been cured, except, if any exist, those defaults must be
specified in the certificate, and Subiessee a-nd Sublessor must certify ttrat no event has occurred
that, but for the expiration of the applicable time period or the giving of notice or bottr; would
co$titute arr Event of Default under this Sublease or the Master Lease.
l5
16.C.2.a
Packet Pg. 889 Attachment: Sublease Agreement (23261 : First Tee Sublease)
20.6 ttrat no default of Sublessor or Sublessee is claimed by either, except, if any,
ttrose defaults must be specified in the certificate and neitler have received any notice of default
under ttre Master Lease. and
20.7 other matters as may be reasonably requested by Sublessor or Sublessee.
Any certificate may be relied on by the County, prospective purchasers of ttre Premises or any part
of it, mortgagees, or beneficiaries under any mortgage.
27. Attornev Fees. If any action atlaw or in equity is brought to recover afly Rent or
otler sums under tlis Sublease, or for or on account of any breach of or to enforce or interpret any
of the covenants, terms. or conditions oftlis Sublease, or for ttre recovery of the possession of the
Sublease Premises. tie prevailing party shall be entitled to recover from the otier party as part of
prevailing parfy's cos8 reasonable attorney fees, tie amount of which shall be fixed by ttre court
and shall be made a part of anyjudgment rendered.
22. Notices. Any notice which may or shall be given under the terms of this Sublease
shal1 be in writing and shall be either delivered by hand or sent by overnight delivery service, or
United States Registered or Certified Mail, return receipt requested, postage prepaid, to ttre
following addresses:
To Su blessor:
CC BSG Naples, LLC
Attention: President
3030 LBJ Freeway. Suite 400
Dallas, Texas 75234
CC BSG Naples, LLC
Atteoti on: General Counsel
3030 LBJ Freeway, Suite 400
Dallas. Texas 75234
To Sublessee:
Gulf Coast Junior Golf Tour, Inc.
d/b/a Ttre First Tee of NapleslCol er
Attn: Cindy Darland
1370 Creekside Blvd
Naples, Florida 34108
Either party, Sublessee or Sublessor, may change the address for tle purpose of ftis Section by
giving written notice of tle change to the ofter parfy in the marurer provided in this Section. Notce
shall be deemed given when delivered, ifdelivered by hand or overnight delivery service, or five
(5) days after postmark if sent by mail.
l6
With a copy to:
16.C.2.a
Packet Pg. 890 Attachment: Sublease Agreement (23261 : First Tee Sublease)
23. Successors. The terms. conditrons and covenanB ofthis Sublease shall be bindin g
on and shall inure to the benefit of each of tte parties hereto and tleir respective successors and
permitted assigns. and is not for the benefit of, nor may any provision hereofbe enforced by, any
other pers on
21. Partial Invaliditv. Should any provision of this Sublease be held by a cou.rt of
competert judsdiction to be invalid or unenforceable, tle remaining provisions ofthis Sublease
shall remain in full force and affect.
25. Entire Agreement. This instrument and the Exhibit attached hereto comtitute fre
entire agreement between Sublessor and Sublessee respecting the Sublease Premises, ttre leasing
of tle Sublease Premises to Sublessee, tle Rent, and ttre Term, and corectly set forth ttre
obligations of Sublessor and Sublessee. Any ag.reemert or represetrtations respecting the Sublease
Premises or their leasing by Sublessor to Sublessee not expressly set forth in ttris instrument are
void.
26. Time of Essence, Time is of the essence in this Sublease
27. Amendment. This Sublease may be modified orly in writng signed by both
Sublessor and Sublessee
28. Goyerning Larr'. This Sublease shall be governed by and constmed in accordance
with Florida law
29. Financinq. Su bject to the prior written consent of the County and Sublessor's
lender, Sublessee may finance its improvement by using any and all of Sublessee's interest in the
Sublease Premises as collateral
-10. Shared Costs. Sublessor shall invoice Sublessee for en sineerins. utilities. storm
water drainage. etc. costs incured by Sublessor for the improvemenB directly benefitting the
Sublease Premises. Sublessee shall pay all such invoiced amoulrts within ten (10) days after any
such invoice date. As a point of reference (and not a minimum or maximum amount), ttre parties
currendy estimate such cos8 to be $l,078,000.00.
IN WITNESS WHEREOF, the parties have executed this Sublease to be effective as of
ttre date first above written.
[Signatures on following page]
t7
16.C.2.a
Packet Pg. 891 Attachment: Sublease Agreement (23261 : First Tee Sublease)
SUBLESSOR
CC BSG Naples, LLC,
a Delaware limited liability company
By:
Printed ame:
Title:(
SUBLESSEE
Gulf Coast Junior Golf Tour, Inc.,
a Florida not for corporation
d/b/a The First Tee of Naples/Collier
By:-\t-s- "galilAPrinted Name:
TitIE:
l8
16.C.2.a
Packet Pg. 892 Attachment: Sublease Agreement (23261 : First Tee Sublease)
SUBLESSOR
CC BSG Naples, LLC,
a Delaware limited liability company
By:Stz aAr+c.hul
Printed Name:
Title:
SIIBI,ESSEF],
Gulf Coast Junior Golf Tour. Inc..
a Florida not for profit crrporarion
d,'bla The First Iee of Naples/Collier
By:
Printed Name:
Trtle:dnill
l8
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l
16.C.2.a
Packet Pg. 893 Attachment: Sublease Agreement (23261 : First Tee Sublease)
EXHIBIT A-1
(The BigShots Facility Land)
EXlSlT-.L
A.a.
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16.C.2.a
Packet Pg. 894 Attachment: Sublease Agreement (23261 : First Tee Sublease)
EXtffr /l.-.t. t I ,
@
dt afi GalacFa9o,
rl.i!'li
scrt,E i' - zu)'
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16.C.2.a
Packet Pg. 895 Attachment: Sublease Agreement (23261 : First Tee Sublease)
a f^ic(t :x tarD L\tto ti rllar lair of rn^il a q €otjxll GAlt t,i,ll L AccorDlLc to t}l( M{ron
PrAr rxr[(,
^s
nE(oiD(D l'i llr 000( I PAGts m rHffr-G 6{ A,lo l}llr } tl of Tracr A of
CQlDa'. c/\Tt t aalt I l.Atl , ACCoaOlrG tO ]t{f Ml, (). ,l T iraftlo; s lf((xllttf, hl Pl A' l(Xr( I.
PAGTS l0r.A TxiOir(H ll2- AL 9, Ilt PUa(lC RRORTX of O(tttl COUTaIY. tto Ol *xl6 MOrt
,APlrtr Atrv 0{9rtBfo ai tot l't$
rfcrrnrG At'rn iEirlitlst ccflitrot 90 Gotocta GAlt lr{I l.lul. r29ol"( ltotac lxt
tAtt tll.r Ot SAD SI,IOMSOI{ f Ci A OSlAll(t Of 1,720 ]6 f f ttj lxtlct lty a/3fw rcl A )lJIArct
ot 16.0t rffrmrHtFor rof u6sa}.tac.
coA-sTAl
ENGINEERING
COiISULTANTS
tNc
EXIIIBIT A-2
(The Golf Course Land)
EXIGIT . ,
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16.C.2.a
Packet Pg. 896 Attachment: Sublease Agreement (23261 : First Tee Sublease)
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16.C.2.a
Packet Pg. 897 Attachment: Sublease Agreement (23261 : First Tee Sublease)
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16.C.2.a
Packet Pg. 898 Attachment: Sublease Agreement (23261 : First Tee Sublease)
EXr{Err /j.
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16.C.2.a
Packet Pg. 899 Attachment: Sublease Agreement (23261 : First Tee Sublease)
E-\HIBIT B
SUBLEASE PREMISES
25
The Land is described as follows:
BEING A PORTION OF TRACT 'A', GOLDEN GATE UNIT 8, PART 2, PLAI BOOK 9,
PAGES IOTA THROUGH 112, BOTH OF IHE PUBLIC RECORDS OF COLLIER COUNTY.
FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE
AT THE NORTHEAST CORNER OF TRACT'A", GOLDEN GATE UNIT I, PLAT BOOK 5.
PAGES 60 THROUGH 64, PUBLIC RECORDS OF COLLIER COUNTY. FLORIDA. THE
SAME BEING A POINT ON THE WEST RIGHT.OF-WAY LINE OF COLLIER
BOULEVARD. COUNTY ROAD 951i THENCE ALONG SAID WEST RIGHT-OF-WAY
LINE, SOUTH 00"28'56'EAST. A DISTANCE OF 1.193.80 FEETr THENCE SOUTH
89'31'04'WEST, DEPARTING SAID RIGHT.OF-WAY LINE. A DISTANCE OF 475.36
FEET TO THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN
DESCRIBED; THENCE SOUTH 33"20'06' WEST, A DISTANCE OF 32.09 FEETI THENCE
SOUTH I1"07'23" WEST. A DISTANCE OF 22.02 FEETI THENCE SOUTH 34'45'01"
WESI. A DISTANCE OF,15.l I FEET; THENCE SOUTH 21"54'37' WEST, A DISTANCE
oF 27.89 FEET; THENCE SOUTH 81"04'40' WEST. A DISTANCE OF 17.15 FEET:
THENCE SOUTH 66"03'19'WEST, A DISTANCE oF 90.56 FEETI THENCE SOUTH
42"51'17'WEST, A DISTANCE OF 61.35 FEETI THENCE SOUTH 88'05'39'WEST, A
DISIANCE OF 50.97 FEET; THENCE NORTH s5"40'40" WEST, A DISTANCE OF 133.36
FEET; THENCE NORTH 22'15'42' WEST. A DISTANCE OF 64.56 FEET; THENCE
NORTH 02'05'37' EAST, A DISTANCE OF 53.19 FEETI THENCE NORTH 37',16'40' EAST,
A DISTANCE OF 68..,1,1 FEET: THENCE NORTH 74'32's1'EAST. A DISTANCE OF 66.25
FEETI THENCE NORTH 62'46'58' EAST, A DISTANCE OF 79.07 FEET: THENCE SOUTH
78"32'18'EAST. A DISTANCE OF 108.53 FEETI THENCE SOUTH 52'33',15' EAST, A
DISTANCE OF 126,66 FEET TO THE POINT OF BEGINNING. CONTAINING 1,75 ACRES.
MORE OR LESS,
16.C.2.a
Packet Pg. 900 Attachment: Sublease Agreement (23261 : First Tee Sublease)
EXHIBIT C
ASSUMPTION OF RISK. RELEASE AND INDEMNITY AG REEMENT
ParenL/Legal Guardian
Phone Numbers
Address
Activity: Participation in First Tee activities, including all indoor and outdoor activities related ttrereto
at tLe golfcourse, the BigShots center. and other certain golfpractice facilities located in Naples, Collier
County, Florida (co1lectively the "Facilities")
Assumption of Risk. Fi$t Tee Participant and I are aware tlat the Activity involves inherert risks, datrgers,
and hazards ttat can result in serious personal injury or death. First Tee Participant and I are also aware
that the Facilities and/or equipment contain dangers and can ciluse serious injury or deatl. First Tee
Participant and I hereby freely agree to assume a-nd accept all known and unlnown risks of injury arising
out of the Activity. including injury or deatl Sat results from the design of the Facilities and/or equipment.
from CC BSG Naples, LLC's ("BSG"), its parents, subsidiaries, affiliates, employees, partnen, agerts,
representatives, members' negligetrce, or from any third party.
Release and Indemnity. l.n exchan ge for BSG allowing First Tee Participant to participate in tie Activity,
First Tee Participant and I. on our own behalf and oa behalf of our respective family members, heirs,
beneficiaries, assigns and all parties claiming by, through or under either or bottr of us, do hereby RELEASE,
INDEMNIFY AND HOLD HARMLESS the BSG, its parent, affiliated and subsidiary companies as well
as all of their respective officers, directors, agents, contactors, employees, heirs. successors. assigns,
volunteers and guests from all liability for any injury, deatl. illness (including but not limited to COVID-
19), loss or damage connected in any way wharoever to participation in the Activity, including that which
may result, direcdy or indirecdy, in whole or in part, from the negligence of BSG. the ne gligence or willful
misconduct of any fiird parry, or from the design of the facility and/or equipment.
Medical. First Tee Participant a-nd I give coment to emergency medical care and ffamportation in order to
obtain treatment in the event of injury, as BSG may deem appropriate, and I agree to accept fuIl
responsibility for ttre payment of all costs for same. The release, indemnity and hold harmless provisions
set forth hereinabove extend to any damage or loss arising out of the medical treatnent and transportation
provided in ttre event of an emergency.
Propertv Loss. Al1 personal property brought to the Activity is brought at the sole risk of the First Tee
Participant as to its theft, damage or loss
Photosraoh Permissio n. I give permission for BSG to use, without limitation or obligation, photogaphs.
fi1m footage or tape recordings tlat may include First Tee Participa:rt's image or voice for purposes of
promoting the First Tee or BSG's programs.
Severability. An y provision or portion of ttris Agreement fould to be invalid by the cours having
jurisdiction shall be invalid orly with respect to such provision or portion. The remaining provisions or
portion hereof, shall be construed and enforced to tle same effect as ifsuch offend ing provision or portion
thereof had not been contained herein.
26
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First Tee Participant:
16.C.2.a
Packet Pg. 901 Attachment: Sublease Agreement (23261 : First Tee Sublease)
-
Health Statement. Neither First Tee Participant nor anyone in First Tee Participant's immediate family
has suffered from or, to my knowledge, been exposed to COVID-19 within the past 45 days. Neifrer First
Tee P articipant nor anyone in First Tee Participant's immediate family has experienced a:ry of tle following
s),trrptoms in the past seven days nor have they been on medication to alleviate any such symptoms in the
past severl days: cough, sore ttrroat, fever, shortness of breath, loss of smell and loss of taste. In the event
First Tee Parucipant or a-nyone in First Tee Participant's immediate family experiences any ofthe foregoing
syrrlptoms, I will notifu BSG immediately and will not bring First Tee Participart back to the Facilities.
I have authority to enter into this Agreement on behalf ofthe above-referenced First Tee Participant and do
hereby execute ttis Agreement on behalf of myself and First Tee Participant.
Printed Name of Parent'Guardian Signature of Parent/Guardian Date
27
16.C.2.a
Packet Pg. 902 Attachment: Sublease Agreement (23261 : First Tee Sublease)
Prepared by:
Paul K. Hcuermar, Esq-
Roetzel & Andr€ss, LPA
850 Pork Shde Drive
Naples, Florida 34103
Phono No. (239) 649-6200
rax No. (239) 261-3659
File Numbu: 142360.m03
AGREEMENT
'l'HlS AGREEMENT ("Agreernenf') rnade and ontercrl into as of the .-.-- day of
_2022, by ond between Culf CoasL Junior Golf lbur, Inc. d/Ua The First Tee of NapleJCollier, a
Florida not for profit corporalion (hereinaffer *First Tcc"), and Collier County, a political subdivision of
the State of norida (hereinafter "C:ounty").
Rf,CTTAI,S:
A. By that certain Collicr Courtty Standard lom Long-Term l.ease and Operating
Agreernent dated May 23,2021 and trcordcd in thc Public Recods of Collier County, Florida at Official
Reconls Book 5962, l'age 2833 (tllc "Ma,cter Lerse), County leased ro CC BSC Naplcs, LLC a Delaware
linrited liability company (hereinafter 'BigShots). rqd pmpsr(y morc padiculady descrihed on Exhibit
A-1 (t[c logal description of the building, u]ucessory struclurcs aud parking is referred to heruin as t]e
,.BigShors Facility") and Exhibit A-2 (thc lcgal description ofthe golf coursc is relered to herein as tlc
"Gotf Course") attaohcd hcrcto and iucolporated herein (thc BigShots Facility and Golf Coursc me
colleotively rcfcrrcd to hercin as t}le oMaster Leasc Land"), togdher with all appurtmanc€g thereto, for an
initial teln of twonty (20) years, commencing uporr issoancc of s Certificate of Occupancy with tho
optioD to extend the term 1br lour (4) additioml pcriods of five (5) years each, all as more spcoifically
pmvided in the Masl€r Leflse.
B. Pursuant to ahnt certaiu Sublcase Agrcemsnt msde as of E ary $ 9pu*t+n' 2$22
(the ,.subleasc ,), Bigshots sublcascd to Fir,!* Tee e portior of the Mas@r l,ease Lsnd (the "sublease
Land"). 'l he Subiease taud is descdbed in l,xhibit "8" attaohed bereto,
C. 'l'he MBstel'I-eose intends and dous provide for BigShots to cnter into a slhloose with
first Tec. The County consenls to and approves the Sublease'
NOW, 'IHEREFORS, in consideralion o[ tbe mutual covenants arrd agreernents hereafter sct tbrth,
Courrty tnd First Tee agree as follows:
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16.C.2.b
Packet Pg. 903 Attachment: Agreement (23261 : First Tee Sublease)
l. Begitafs. Tho lbregoing lkcitals are tnc a[d contct and by referencr incorporated
hereirr
2. Attornmcnt. Filst Tee and County rgl€e that the Sublease is subordinutr lo tlti) Mastar
Lcase ond tbft in the event of aDy lermination of thc Mnster Lease, Fitst Tee will continue to hflYe the
right to occupy tlrc Sublcasc l-and {nder the terms and conditions of thc Sublcase and as if the Master
Lease was fully extended and rcnewed for i1s maximum forty (40) year terrn (the 'Muster Lease
Termination Date") providcd the County, Filst Tee or another party con(iltue.s to oP€mte a prtblic golf
cour'se on dre Master [,ea* Land. In such instance, First'l'ce shatl auto,nstic{ ly stton to and rccognizc
Counry as the Sublessor uuder the Sublease and will thereby establish direct privity of cstate and contract
bct$ccfl County, its successors or assigns, as Sublcssu', ond First Tee, its successors or assigns, es
Sublsssce, with the same forcc and cffect as though the Sublease wus originally nradc directly between
Courlty, its successffs or assigns, and Irirst Tec, its successots ol assigns. If BigShors (or any suc.cessor to
BigShots) or the County fail to operat€ n pub.lic golfcourse on tho ltfuster Lcase Land, FiIst Tcc slmll bc
offered the opportunity to operate tbe golfcourse. lf no public golf course is operated on th€ Mastcr Leasc
I;rnd for a continuuus period of 180 days, dre Sublease shall terminat€ a[d First T€o's cxclusive remedy,
in lieu of arry otfier claims for cosB, expenses atd damaglcs of nny kind relsted to the value of all
improvemcnts on the Subleased Land (valucd as of lhe date of tsrmination), shall bs that th€ County poy
lo Firsl'l.cc the fair rnor*et value ofall improvements as detennined by an independent appraiser agced
to by the Parties, which agruerncnt may not be umeosonobly withheld by cilhar l'arty. Paynent shall be
madc to !'itst Tee within 60 days ofthe Parties' receipt of thc appraisal rcpon wltich sholl be rndered as
soon as possible after termination of the Sublease.
3. Non-Disturbance. County o$ces thrt in the event the Master Lcasc is tcrminatocl for nny
reason and provided a public golf course is still operare.d oll Ure Mastcl' trasc [,and, First Tee's quiet
;nssession and enjoynent of the Sublcasc Larrd rrnder the Sublease will rxrt bc dislurted on account of
suoh tonnilation aud Counry, its successors or assigns. shall aulomatically rccognize the Sublease and
First Tee's rights thereunder and will thcrtby establish direct privity of estate and contract bctwccn
County, its succcssols or assigns, and First Tee, its sucsessori or ass[ng with the same force and effect
as though the Sublease was originally nrade dircctly between County, its successoN or assigns, as
Sublessor, and First'lcc, its srtccessors cn assigns, as Sublcssco.
4. Nirety-Ninc (99) Yeot Leosc. The County agcos that l'ilst Tee may continue in
possession of the SubleasE Land lor an additional fiffy-nine (59) years beyond the Master Lcasc
Termination DatE unrJer thc tcrms ofthe Subtease pmvided a public golfcourse is opcratcd on the Moster
Lense Land. lt is the intention of Lhis agreement thal l'irst 'fee shall have a ninety-nine (99) ycirr lcasc
term of the Sublease Land commencing on lhe date of the Master Lease providcd a public golf course is
opcratcd on the Moster Leas6 Land. At the timc of thc Master l,ease Termination Dstc, a new ]vritten
Ioase agr€ement shall be eutercd into kween County and First Tee for First 'l oc to rqnain in possession
o[ thc Subleose Land in accordance \,yith the sarno tE.nrs ss thc Sublcase for an additional period of litly"
nine (59) years lioru the datc of the Moster l,cose Termination Dato. 'l'he tcnn of the Subleose and First
't'ec's right to lease the Sublease Land is subject to a public golf course being oporated on the Mastct
Lease Land (wholher by tsigShots, the County, First Teo or any other party). lf no public golf course is
operrted on t,rc Master Lease Land for a uonrinuous pcriod of 180 days, the Master I-ease anrl Strblease
Pagc 2
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16.C.2.b
Packet Pg. 904 Attachment: Agreement (23261 : First Tee Sublease)
shall tenninete. In such instance, First 'Icc shall be poid hy the County the value of the ilnptoYemonts on
the Subleaso Land as provided in Paragmph 2 abovc.
5. Undertaki[Es. It is expressly understood and agreed by First Tee that nonc of BigShots'
covenalts, undertak'ings or agr€eorents in thc Sublcase ore made or inlcndcd ns personal coYenanls,
undertakings or agn:crncnts by County and any liability for damagc or hteoch or non-petlbnnancc thereof
by County, as success()r Sublessor, shall bc collcctible only out of its irttcrcst in the Master Lease,
inctuding all improvcmcnls thereto, and no Jrrsonal liabilig- is assumed by, nor at any timc lnay be
asscrled againsf, County or its successor or assigns, all such liahiliry, ifany, being exprtssly rvaived and
releosed by [iirst Teo.
6.
the Sublcasc.
g.-ffecgyS]Jelg. This Agreement shall bc elfectivc fnm and nfter the date of e.tocution of
Amendment, Fin;t'I€c agrces that no amendmenl to the Sublc{se which increases thr7
obligations of the Sublessor or restricts the rights ofthc Subles'sor shall be binding against County unless
such auncndmenl has been approved in wlitiru by County. County a8trocs that no amendment to the
Master Leose whioh incrgascs the obligations of BigSho{s or restricts the rights of BigShots under tlrc
M$ter Lease slull bc binding against Firs( Teo unlcss ruch amendment has been approvcd in writing hy
Iiist Tee. Regardlcss olthc substance ofany amendments, OJunty agrees to deliver to First Tee copies of
any and all amendments to the Master L€se and fit.st Tee agrees to deliver 1() County copies ofany and
all aorendments to the Sublease in cach case no latsr thon ]0 days aftcr exectttion.
8. B.Egpgnition of Riqlts. County hereby agrees that in t]re event BigShots defaults and
County tgrorinates the Mester l,ease, County shall continue to recognize the rights of First Tee under the
Sublease ond shall not distrub l'irst Tcc's sublease ard possession rights for the 40-year maximum tcnn,
including renrwal options, of the Mastcr Lease providcd a puhlic golf course is upcraled on the Master
Lcase land. While rhe County uan buyout BigShots at the end of the ihitial 20-yeor term of the Mastsr
Lease, in no event shall Coung's exercise of its rights to buyout BigShots lbllowing the initisl tc,m ofthe
Mastcr Le6ge terminate the Sublgase, County shall recognize this Sublcase for the ertirety of thc
maximum 40-year period of the Moster Leaso or for any such other period as may be a8,rlcd to in writing
belwocrt Coultty ard First Tee.
9. Right oflint-Refusal. Ifat ony time while the Sublease is in effect County recsives an
offer firr the purchssc or lease of the Mastrr L,easc Land or Sublease Land which Couoty intends to
accept, thoh County shall 1xomptly forward a copy of such olfer (the "Olfcr") to f'irst Tee. Iirst Te€ shall
have a poriorl of thirty (30) days after rcceiving tho Offer within rvhich to notify County that First Tee
elcqts to purchose or lease the Master Leasc Land or Sublease Land on thc sarne terms and conditions
contained thertin, subjcct to and limited by llorida Stahrtcs governing lhe sale or lcasc of Coun4r real
property. Any such notics frorn First 'l'ee exercising its rigbl of first refirsal (the 'RoFIf) shall be
occompanied by any carnest money requhtd under the Offer, along rvith a rrcwly colnpleted contact
signed by First Tee on the same terms and corxlitions of the Offbr. ll'First 'les does not exercisc the
nOnR wilhin said period as provided hereinubQve, thcn County shalt he free to accept the offcr. In tlre
event thd Firs( Tse waivcs the ROFR as to a pa iuular Offtr ond s.lch transaction is tcminated prior to
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16.C.2.b
Packet Pg. 905 Attachment: Agreement (23261 : First Tee Sublease)
its closing, the ROfR hcrcunder shall crntinrre for all subsequ€nt Ofbrs. County and First Tee shall enicr
into the Memorsndum of Right of FiNt Rcfrsal attachcd hereto as Exhibit "C" which shall bc rcccrded in
the Puhlic Rerxrrls of Collie r Coulrty, Florida.
10. t-irsllcc's Co[tinued RiShtr-i! -rbq!44$9!.LB!9!eD{ If the Mastsr Lcasc is
tcnninated, or if BigShots' interest in thc Master Lease is transfern:d or assigncd, or if the County enters
into a new leasc of thc Master L,ease Land under similal us€ torms (golfond entertainmsnl) as the Mast€r
Lrsse, tlrcn thc rights ofusg privileges and other riglis whic,h First Tet bas in tlrc Mastct Lease l:nd as
specifically statrd in the MasEr Lcasc (like tights to uso the golfooursc, driving range, etc. locattd on the
Mastcr Lcase tnrd) shall be smlinued in favol of Fir-st Tee upon any suoh transfcr, subsequont leaso or
sale of the Master Lease Land, provided a public golf oourse is operated orr tlrs Moster Lease Lanrl.
I l. Nelilgf tirst Tee agroes ta sond to County uopics of aly ond all notices o[ default
rclat€d to thc Sublease or Sublease Land in a timety rnantler. County agrees to send to F'ilst Tee copias of
ony and all notiqes of det'ault rclated lo the Master Leas€ or Master Lense L,and in a timely manner^ All
noticcs 1o bc giveir under this Agreoment shatl be iu writing ond delivered personally or deposited ir tho
Ulited States mail, certiticd <rr rtgistered rnail, with return r€ceipt requcstcd, postage p{epaid, adrJresscd
as tirllows:
IfCounty:With a Clop!'to:
Colliel Counf Monoger
Collior Conty Manager's O{fioc
3301 Fast Tamiami lia.il
Naples, Florida 341 12
If to First Tee:
Cull Coast Junior Golf Tour, Inc-
Attn: Michoel Benson, Pr€sidcnt
1370 Crrekside Blvd.
Naples, FL 34108
Real Property Management
3301 Tamiami Trail
Buitding W
Naples, trlorida 341 L2
With a Copy to:
Roetzel & Andrtss
Attn: Paul K. I leuerman, Esq.
850 Park Shore Drivc
Naples, FL 34103
or. to such othcr pcrson at such address or snch othsr adrJress as may be designated by wrilten notice to thc
other pa ies.
Notice by mail shall bc docmcd to have been given five business days afrcr deposited in the [J.S. mail as
aforcsaid.
12. Enforcement, subject to thc sentcncc next succeeding, county agr'€6s that county's
oovenants, unU",tnking* u"d ngrcemento cortaincd herein shall he binding upon and enforceable against
the County, it,
"1,ccessors
and aSigns, nnd the holder of any cncumbrance on Counlr's intsrest in the
Master lrase and rnay be cnforced by First Tee by any a:tion for injunction or specilic pertbrnnncc or
other extraodinary rcmcrly avnilable L First Tes- First'fee agtees that any monetary-liability fol darnage
or brrach or non-ierfotmance by County hereunder shall be collectible only oul ofthe County's inturest
in the Master Lease and n.r pcrsonal tiability for monetary damagcs shall be nssumed by or at any tilne
Prge 4
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16.C.2.b
Packet Pg. 906 Attachment: Agreement (23261 : First Tee Sublease)
may be 6ss6rtrd agnhst County or its succcssors or assigns, all such liability, if any" bcing exprzssly
,*fu.a *A rebadl by First Tee, and is subject to lhs slat$to{y lirniations of the Couuty's soveroign
immunity.
I l. Migcell4qeous.
(a) Assiens. The provisions olthis Agreement shall extcnd to, and shall, as th,e case
may be, bind n .r'i,rrr" tnTI benefit not only of County and of First 'fee, but also uf thcir rcspoctive
successors and assign.
(b) Alte{!ey{-Eee.s. In tlre evell of any litigation arisjng out of or conceming a
brrach of this lgreemenq ttre prevailing party strall hc entitled to an award against the nun-prcvailing
party of its reasoirabtc aftomq/s firs arJ costs through appeai. Any orvard or imposition _of-attorney's
|ees"and cosls against the County shall not alter the limit of li&bitity estahlishcd in Section 768.25, [lorida
StatutEs.
(c) S,everabiliry. Ifany provision ofthis Agreement or the applicatirn lhereof shall,
for any reason and to anyEtont, be invalid or unenforcarble, neithcr the remlinder of this Agreemont nor
itr" "ppti"rrio,r
of the provision to other persons, entities or circumstances shall be affected then:by, but
instead shalt be enforc€d to the maxlnum exteflt ptmlitt€d by law.
(d) Waiver. ThE faiture of ehher party hcreu[del' to exc{cise any right given
hereunder or to insist on strict compliance with rogard to any tcrtt, condition or covenant specifted herein,
shall not constitute a waiver of suth party's fight to excrcise flch right or to dcrnand strist compliance
with any other term, condition or covenant under this Agrcemott-
(e) Notice of Fiqal.Agrccrnent. This Agreentelt and any other documehts execut€d
in connection heiewith regesent the final igreement b€twee drc parties ond may not be contradiotal by
evi{eru:c of prior, contrmporancsus or subsiquent oral agreemeats oflhe partics. There aro no unwtittcn
oral agreettelts botwecn the partics.
(D Counternarts, 'l1ris Agreement may be exccuted in count€rparts'
(g)AsSignmont.TtrisAgreementrnaybeassignedbyFirs.Iee.withoutconsentof
Coulty to any "n*ty
or trust orvned (in whole or pd) or controlled by f ilst Tee, with dvanuc nolice to
Ouunty in writing.
Executed as ofthe date first rvritten above.
t..;
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16.C.2.b
Packet Pg. 907 Attachment: Agreement (23261 : First Tee Sublease)
BOARD Ot' CIOIINTY COMMISSIOh! t'RS,
COLLIER COI INTY. FLOIUDA
Ilv
William L. McDaniel, Jr., Chairrnart
Scott R. Teach
Doputy C:ounty Attomey
ATTEST:
CRYSI'AL K, KTNZF,I,, CICrK
, Deputy Clerk
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AS TO COUNTY:
Approvcd ns to form and legaliry-:
16.C.2.b
Packet Pg. 908 Attachment: Agreement (23261 : First Tee Sublease)
AS TO F'IRST TEE:
GULF COAST.IIINIOR GOI,F TOI]R, INC.
D/B/A TTTE IIRST TE,[, OF NAPLES/COLLIIR.
tsy'
Plinl Nanre:tvt;c Anet D, A
Its:Pzesr'abntf
STATE OF FLORIDA
COUN'I Y O! COLLIb,R
(typc of lD) as ideltificntion.
$lll
NOTARY RIIBB
Thc forcgoing inshrmpnt rvos acknorvledgey' before
onlirrc notalization this i Ll F dav of ttdll'ubA\-
who ! is personatty t<nofi-n ro me bn *-iliffi. p.u,rr""i
WITNESSETII
me hv me ans of
2022,
h I , /i+nt
C {rrr4
OR IMBOS
Notary Public Carolyn C' Pierce
Printcd Name of Nolary Public
Commission No. Expiration Date
@
Paec\
orE
16.C.2.b
Packet Pg. 909 Attachment: Agreement (23261 : First Tee Sublease)
EX,IIIBIT A-1
(Thc lligShots Facility Land)
EXlstTl{:1lrrr l -t_:l-.
fi *it"'.'r;.****.1,;i:.ffi .11*''t,x$ ff-l'^ffi "*1'Tl 1 ;**' r*
, dei* trt r Inlt! s i 1,. !tt, tr! x1. Ulrul nslrll'
i,II,f; '-ii:,fffi.:r$g:szuH'rBPl:#5f fult"t.: r's";;#"fi E
;*rrtl,^rDliE tg(ar.
ffiffiffi,ta'#il"r.l;*#i'q*i''T^1r,ij1"; B.lf;fl T-::
ffi *iiff##,uiltft ff#iffi:&'#ffi:t:s*'[m*ffi
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tt
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rr'..rt-rt!. ! l,-Jt-qFl.' tlHd.- z;b rr,
r.riitr.a, r.rll.trlt +r ..d',r&F lE
. lJrrr'|lr 4rlnt!
r|,,?7 t,aarrra
l|i$ ErE, s tlAE€ Pr{tc?tA.lf,,r*: ($ lJ\.rt}
tY.l}l.tl( rr- | 6lllil4'r .! arr, I tl, Kralr! lY 'rll5
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16.C.2.b
Packet Pg. 910 Attachment: Agreement (23261 : First Tee Sublease)
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Packet Pg. 911 Attachment: Agreement (23261 : First Tee Sublease)
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16.C.2.b
Packet Pg. 912 Attachment: Agreement (23261 : First Tee Sublease)
EXl{tstTljprg._-r'j.!r' ,I
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16.C.2.b
Packet Pg. 913 Attachment: Agreement (23261 : First Tee Sublease)
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Packet Pg. 914 Attachment: Agreement (23261 : First Tee Sublease)
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16.C.2.b
Packet Pg. 915 Attachment: Agreement (23261 : First Tee Sublease)
E,XIIIBIT 4B''
( lhe Subleasc I-and)
BEING A PORI]ON OF TRACT'4", COLDEN CATE UNIT 8, PARI'2, PLAT ROOK 9, PAGES
IOTA THR,OUGH I 12, BOTI.I OII 'I'I II; PUtsLIC RECORDS OF COLLIER COI]Nry, FLORIDA,
BEING M0RE PARTICULAItLY DESCRIBHD AS FOLLOWS: COMMFNCE AT Tlll
NORTI.IIAS'I'CORNER OF TRACT "A", GOLDSN CATE UNM 1, TLAI' BOOK 5, PAGF,S 60
TIII(OUGH 64, PIIBI.IC RF]CORDS OF COLLIER COUNTY, TLORIDA, TTIE SAME BEINC A
POINT ON THE V/EST RICI IT.OF.WAY L1NE OI' COLLIER ROI]LEVARD, COI,JNTY ROAD 95 I ;
TT{ENCD ALONG SAID WESI'RTGH'I".OF-WAY I,INF,, SOI]TI.I 00?8'56" EAST. A INS]'ANCE OF
1,19],80 FEET; TFIENCE SOUTH 89"3I'M" II/F,ST, DEPART.ING SAID RICHT.OT-WAY L]N[. A
DIS'I-ANCE O}- 475.36 FF,ET TO THE POINT OF BbGINNING OF THE PARCEL OI LAND
HEI{EIN DESCRIBF.D; TIIF.NCE SOUnt ll?0'06'VIEST, A I{STANCE OF 32.09 FEET:'l'l]-ENcts
SOIITH I1"07'21'wESl, A DISTANCE OF 22.02 FEETT TIIDNCE SOUTH 34'45'01'' WEST, A
DISTANCE Of 45.11 FEETI THFNCF. SOIITTI 21054'3?" WEST, A DIS'IANCEOF 27.89 FF.ET;
l'tltsNcE SOUTH 8l "04'40" WEST, A DISTANCE OI t ?.15 lLEl'; THENCF. SOIITH 66"03'19"
WEST, A DISTANCE OF 90.56 FEET; TIIIiNCE SOUT}I42'51'i7'!|"EST, A DISIANCE OF 61,35
FEFT; TI{ENCE SOUTI I EE'05'39" wES'l', A DISTANCH OF s0.97 EEtrT; 'IlttiNCE NORTH
55o40'40'WES'I,AI)IS'IANCEOF 133"36FEDT; TllENCtiNORTH22"l5'42xWEST,ADISTANCE
OF 64.56 f EE I'; 'IHENCE NORTH 02'0s'37' DAS'I, A DISTANCF. OF s3.19 FEET; fiIENCE
NOKI-I{ 37"46'40' IlAsT, A DISI'ANCE OF 68.44 FF,ET; THENCE NORTII74"32'51" EAST, A
IJISTANCE OF 66.25 FEE.I; 'I'[{ENCF NORTH 62'46'58' EAST, A DIS'IANCE OF 79.07 BEET;
TIIIINCE SOU'IH 78032'18" EAST, A DISTANCE OF 108.51 FEE'I'I 'l HbNCE SOUTH 52'33'4s'
EAS'I, A DISTANCF. OF 126.66 ITEDT TO TTIE POIN'I'O} BEGINNTI{G. CONTATNING I.75
ACRES, MORE OR LESS.
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16.C.2.b
Packet Pg. 916 Attachment: Agreement (23261 : First Tee Sublease)
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16.C.2.b
Packet Pg. 917 Attachment: Agreement (23261 : First Tee Sublease)
Pr6pared without opinion of titlo by,
and after recording rcturn to;
Paul K. Heuerman, l!sq.
Roetzel & Andrcss, L.P.A.
Trianor Centre, Third [lour
!150 Par* Shore Drive
Noples, Horida 34108
(2le) 64e-6200
This Mem
(Spacc above this linc for recording data)
EXIIIBIT .|C"
MEMORANDTJM OF RTGI T OF FIRST Rf,FUSAI
orandurn ot'Right of First Reltsal ('Memorandum") is mad€ t}is
2022 by and betu,een Collier County, a political subdivision of the Stnte of f lorida
f Touq lnc-, dlbla T\e First'lcc of Naples/Collicr, a llorida
_ doy of
--.-
- -
(herein "County"), and GulfCoast Juni<rr Gol
not for protit corporation (herein "First 'lbc").
WITNF.SSElII
WHIREAS, County and first Tee al€ parties to that cc(ain Ageement, dattd on or about
-
2022, (thc "Agreement"),whereby County hns granted to -First 'I'ee thc right of frst
ibit A-l and A-2 attoched herelo andrrftlsal to purthase or lcase County's rcal property dcscribed on Exh
incorloraterl hcrcin by rtfoence (collectivcly thc *Propoty"); and
WHEREAS, the parties aro desirous of evidencing ol' rtcod and providing actual and
constuctiyc notice of certain lcrms and provisions of the Agreement in order to cstablish First Tee's
rights in on6 to the Propcrty vis-i-vi.s all third parlies, including without timitation all lenders and
prospective bona-lidu ptrchasers.
NOW, TI IEREFORE, for good anrl valuable consideration, the reeipt and sufliciency of which
is hereby rnutually acknowledged, the partics hereto give notice o1'the foltowing terms and provisiorrs of
the Lease.
I . R€citsls The fbregoing rtcitals ere true and corrcct ald are incorporated by tcfettnce as
ii ftilly set fotth heroin.
Richt clf Ii Refusal. The Agreemerrt pNvides that Filst Tec has a right of first refirsal
to purchase or lcasc the Propeay from Grantor (the "ROFR) pursuant to thc terms set forlh in thc
2.
Agl e€.ment.
3. Scooo. This Memorandurn is to evidence of reoord ccrtaifl pmvisions of the Agleemcnt
which may affect the rights of thc porties and other persons dcaling with the Propcrry. 'l'bis Mcmorandum
shall not limi! expand, supptemert or modifi the AgreLrneut, and in the cvent ofa conflict hetween this
Memorandum and thc Agreement, tle Agreement shall control.
Pagc 16
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16.C.2.b
Packet Pg. 918 Attachment: Agreement (23261 : First Tee Sublease)
IN WTNESS WII-ERnOF, County and lirst lbc havc duly executed this Memorandum as of the
dste and year first above written.
AS TO COLTIITY:
tsOARD OF COI INTY COIVTMISSIONERS,
COI,I,tER COI]NTY, FLORIDA
By:
Willinnr L. McDaniel, Jr.- Chairmarr
Approved as to form and legality:
Scott R. Teach
Deputy Count) Attomey
A'I I'ES I':
CRYSTAL K. KINZEL. Cluk
, Dcputy Clcrk
Page 17
16.C.2.b
Packet Pg. 919 Attachment: Agreement (23261 : First Tee Sublease)
Thc forcgoing inshrment wos acknorvledged before me by means of ffi physical pres,ence ur f]
onlinc notalization this day of
rvho E is personally known to me OR who has produced
(typc of lD) as identificotion.
AS TO FIRST TE,E:
GI,'LF COAST.II INIOR GOI,F TOI,IR, INC.
DiBlA TT{E TIRST T[,[, OT NA?LIS/COLLIIR.
By
Print Name:
Its:
STATE OF FLORIDA
COUN'I Y OT. COLLIER
NOTARY RIJRBER STAMP SEAL
OR IMBOSSED SEAL
WITNESSETII
Notary Public
Printcd Namc of Notary Public
Commission No. Expiration Date
Pagc 18
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16.C.2.b
Packet Pg. 920 Attachment: Agreement (23261 : First Tee Sublease)
SUBORDINATION NON.DISTURBANCE AND ATTORIIMENT AGRE EMENT
TH]S SUBORDINATION, NON.DISTURBANCE AND ATTORNMENT
A EMENT (hereinafter referred to as "Agreement") made ttris l{ah d"y of
r"uher , 2022, by and among GulfCoast Junior Golf Tour, Inc. d/b/a The First Tee of
Napl eVCollier (hereinafter referred to as "It1Ef Iec'), First Foundation Bank. a California state-
chartered non-member bank, including its successors and/or assigns (lereinafter referred to as
"Lender"), and CC BSG Naples, LLC, a Delaware limited liability company (hereinafter refered
to as "Bi Shots'')
RECITALS:
A. BigShots is tle "Lessee" under that certain Collier County Standard Form Long-
Term Lease atrd Operating Agreement dated May 25,2OZl (the 'Master Lease") with Collier
County, a political subdivision ofthe State of Florida (*Coulty), as "Lessor" under ttre Master
Lease. The Master Lease is recorded in the Public Records of Collier Coutrty, Florida at Official
Records Book 5962, Page 2833 and the land subject to it is attached hereto as Exhibit A-1 and A-
2 (the "Master LaDd Lease").
B. To induce the County to enter into the Master Lease with BigShots, tle Master
Lease provides that BigShots will sublease a portion (the "Sublease Land") of the Master Lease
Land to First Tee, a non-profit orga-nization whose purpose is to provide golf and life learning
skills to young children.
C.
&lWWr tto
BigShots and First Tee have etrtered irto ttrat certain Sublease Agreement dated _
, 2022 (the "Sublease") for First Tee to use and make improvements on tte Sublease
Land. The Sublease Land is described in Exhibit "B" attached hereto
D. BigShots has pledged to Lender as coilateral for a 912,717,000 loan from Lender
to BigShots (the "Loan") its iaterest in the Master Lease and Master Lease Land as evidenced by,
witlout limitation, the following: (i) Leasehold Mortgage and Security Agreement dated February
17 , 2022 and recorded in ttre Public Records of Collier County, Fla at O.R. Book 6086, Page 2729
(the 'Mortgage"): (ii) Assiqnment of Leases and Rents of Real Master Lease Property dated
February 17 , ?OZZ and recorded in the Public Records of Collier County, Fla. at O.R. Book 6086,
Page 2755. and (iii) UCC Financing Satement recorded in ttre Publie Records of Collier County,
Florida at O.R. Book 6086, Page 2761 (collectively, aiong wifr any related Loan documents,
herein the "Loan Documents").
E. This agreement is intended to insure that so long as First Tee performs under the
Sublease, tiat it improvements and interest in the Sublease Land will not be disturbed regardless
of the Loan or any Loao Documents.
NOW, THEREFORE, for and in consideration of the mutral covetrants herein contained,
the sum of ren Dollars ($10.00) and other good and valuable considerations, tle receipt and
sufficieacy of which are hereby acknowledged, it is hereby agreed as follows:
1. Subordination. The Sublease, and the rights of First Tee ir, to and under the
Sublease and the Sublease La:rd are hereby subjected and subordinated to the lien ofthe Mortgage
Page 1
N m,D i$urb an cc an d Attomm cnt Agreem ert
r7991700 r? r42360 COol
16.C.2.c
Packet Pg. 921 Attachment: Subordination, Non-Disturbance and Attornment Agreement (23261 : First Tee Sublease)
and to any modificatiol, reinstateme[t, extensiofl, renewal, supplement, consolidatior or
replacement tlereof as well as any advarces or re-advances with interest thereon and to any other
mortgages or deeds of trust on tle Sublease Land which may hereafter be held by Lender.
2. Non-Disturbance. Lender does here by agree with First Tee that, in tle event Lender
succeeds to Big Shots ' interest in the Master Lease by foreclosure, conveyaflce in lieu of
foreclosure or ottrerwise, so long as First Tee complies witl and performs its obligations under ttre
Sublease, (a) ttre Sublease shall continue in full force and effect as a direct Lease between Lender
and First Tee, upon a:rd subject to all of tie terms, covela.nts and conditions of the Sublease, for
the balance of ttre term of tle Sublease, and Lender will not disturb tle possession of First Tee,
a:rd (b) the Master Lease shall be subject to tte Sublease and Lender shall recognize First Tee as
the Sublessee of ttre Sublease for the remainder of ttre term of tle Sublease in accordance with the
provisions thereof; provided, however, tiat Lender shall not be:
(a) subject to any claims, offsets or defenses which First Tee might have against
any prior landiord (including BigShots);
(b) liable for a:ry act or omission ofany prior landlord (including BigShots);
(c) bound by any rent or additional rent which First Tee might have paid for
more dran the current monttr or any security deposit or ottrer prepaid charge paid to any prior
landlord (including BigShots);
(d) bound try any amendment ormodification of the Sublsase made witlout its
written consent: or
(e) liable for any depositthat First Tee may have given to any previous landlord
(including BigShots) which has not, as such, been transferred to Lender.
3. Attortrment. First Tee does hereby agree with Lender that, in tte event Lender
becomes tlle owner of tle Master Lease by foreclosure, conveyanc€ in lieu of foreclosure or
ottrerwise, then First Tee shall attom to and recognize Lender as ttre Sublessor under tle Sublease
for ttre rematnder of ttre term thereof, and First Tee shall perform and observe its obligations
tlereunder, subj ect orly to the terms and conditions of tte Sublease. First Tee further covenan6
and agrees to execute and deliver upon request ofLender an appropriate agreemellt of attommeflt
to Lender and any subsequert titleholder of the Master Lease.
,1. Sublease Defaults. In the event Bi gShots sha11 fail to perform or observe any ofthe
terms, co[ditiofls or agreemeflts in tle Sublease, First Tee shal1 give writtea notice tlereof to
Lender and Lender shail have the right (but not ttre obligation) to cure such defaull First Tee shall
not tate any action with respect to such default under the Sublease, including wittrout limitation
any action in order to temirate, rescind or avoid the Sublease or to withhold arLy rent or other
monetary obligations ttrereunder, for a period of thirty (30) days following receipt ofsuch written
notice by Lender; provided, however, that in ttre case of a:ry default which caurot with diligence
be cured within said thrty (30) day period, ifLender shall proceed promptly to cure such default
and thereafter prosecute the curing of such default wittr diligence and continuity, tle time within
which such defaultmay be cured shall be extended for suehperiod as may be necessary to complete
tle curing of such default with diligence and continuity.
Page 2
Non -D r sturb an ce an d Attomm cnt Agreem en t
I't983'70) 11 r42360 0001
16.C.2.c
Packet Pg. 922 Attachment: Subordination, Non-Disturbance and Attornment Agreement (23261 : First Tee Sublease)
5. BieShots Default. In the event Lender notifies First Tee in wnti ng that BigShtrts is
in default under the Loa[ Docrments and demands that payment of all future rentals be made
directly to Lender, First Tee shali honor such demand and pay the full amount of its rent and all
otler sums due under the Sublease direcdy to Lender or as ottrerwise instucted by Lender pursuant
to such notice, begirning witi the payment next due after such notice of default. BigShot hereby
consents to such payment and agrees that First Tee shall not be liable to Bigshots for any rental
payments actually paid to Lefldel pursuant to t]is section.
6. Oblisations and iabiliw of Lender Lender shall have no obligations nor incur a:ry
liability with respect to any wa.ratrties ofany nature whatsoever, whether pursuant to tle Sublease
or otherwise, including, wittrout limitation, any warra:rties respecting use, compliance witi mning,
hazardous wastes or envirotrmental laws, BigShots'title, BigShots' authority, habitability, fitness
for purpose or possession. Fur&ermore, in tle event that Lender shall acquire BigShots' interest
in ttre Master Lease, Lender shall have no obligation, nor incur any liability, beyond Lender's tlen
equity interest, if any, in tte Master Lease, and First Tee shall look exclusively to such equity
interest of Lender, if any, in tle Master Lease for tle payment and discharge of any obligations or
liability imposed upon Lender hereunder, under ttre Sublease (or under any new lease with First
Tee), and Lender is hereby released and relieved of any ottrer obligatiors or liability hereunder,
under the Sublease or under any such new lease. Lender shall not, either by virhre of tte Loan
Documents or ttris Agreement, be or become a mortgage€ in possession or be or become subject
to any liability or obligation under the Sublease or otherwise urtil Letrder shall have acquired
BigShots' interest in tie Master Lease Land and then such liability or obligation of Lender under
the Sublease (as modified by ttre terms of this Agreement) shall extend orly to tiose liability or
obligations accruing subsequent to the date tlat Lender has acquired BigShots' interest in tle
Master Lease. Without limiting the generality of the foregoing, neither the Loan Documents nor
this Agreement shall, priorto Lender's acquisition ofBigShots' interest intle Master Lease Land,
opemte to plaee responsibility for the control, care, management or repair of the Master Lease
Land upon Lender or impose upon Lender responsibility for the carrying out of any of tte terms
or conditions of the Sublease, and Lender shall not be responsible or 1iab1e for any waste
committed on either ttre Sublease Land or the Master L€ase by any party whaBoever, for any
dangerous or defective condition of ttre Master Lease or for any negligence in tle management,
upkeep, repair or contol of eittrer the Master Lease or the Sublease Land.
7. Severabilitv. If an y portion or portions of this Agreemert shall be held invalid or
inoperative, tlen all of tte remaining portions shall remain in fu11 force and effect, and, so far as
is reasonable and possible, effect shall be given to fre intent manifested by tte portion or portions
held to be invalid or inoperative.
9. Notices. So long as tle Mortgage and Loan Documents remain outstarding and
unsatisfied, First Tee will mail or deliver to Lender, at the address and in fi.e marner hereinbelow
provided, a copy of all notices permitted or required to be given to BigShots by First Tee under
and pursuant to the temls and provisions of the Sublease. AII notices or other communications
required or permitted to be given pursuant to ttre provisions hereofshall be in writing and shall be
considered as properly given if (i) marled to the addressee by first class united States mail, postage
Page 3
Noal -D iSuIb an ca an d A$omm ent Agrcdn <nt
8. Governing Law. This Agreement shall be govemed by and construed in accordance
with the laws of the State of Florida.
r7937m l7 r42360.m01
16.C.2.c
Packet Pg. 923 Attachment: Subordination, Non-Disturbance and Attornment Agreement (23261 : First Tee Sublease)
prepaid, registered or certified with return receipt requested, (ii) by delivering same in penon to
ttre ad&essee, or (iii) by delivery to athird party commercial delivery service for same day or next
day deliveryto the office of the addressee witi proof ofdelivery. Notice so given shall be effective,
as applicable, upon (i) tle third (3rd) day following tle day such notice is deposited with tle U.S.
Postal Service, (ii) delivery to the addressec, or (iii) upon delivery to such tlird-party delivery
service. Notice given in any otler man:rer shall be effective only if and when received by &e
addressee. For purposes ofnotice, tte addresses of the parties shall be:
Lender:First Foundation Bark
3560 Kraft Road
Naples, Florida 34105
AtEr: Scott D. Koenig, Senior Vice President
With Copy to Kevin A. Denti, Esquire
Kevin A. Denti, P.A.
2180 Immokalee Road
Suite 316
Naples, Florida 34110
BigShots:CC BSG NAPLES. LLC
3030 LBJ Freeway
Suite 400
Dallas, Texas 75234
Attentior: General Counsel
First Tee Gulf Coast Junior Golf Tour, Inc.
d/b/a The First Tee of NapleslCollier
1370 Creekside Blvd.
Naples, Florida 34108
Attention: Cindy Darland
With a Copy to Roerzel & Andress, LPA
850 Park Shore Drive
Ihird Floor
Naples, Florida 34103
Attention: Paul Heuerman
Page 4
Nql -D i$rr! an ca an d Atomm cn t Agrrqn dl t
179B37g) 17 r42160.@l
Notwithstanding the foregoing, any party shall have the right to change its address for notice
hereunder to any otler location within the continental United States by the giving of thirty (30)
days' notice to the ottrer parties in the marurer set forth herein.
10. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit ofthe parties hereto and their respective heirs, legal representatives, successors, successors-
in-tide and assigns. Witlout limitation of any provision contained herein, as used herein, the term
(i) "BigShos" refers to BigShots a.nd to any successor to the interest ofBigShots under the Master
Lease or Sublease and (ii) "Lender" refers to Lender and to any assignee of the note secured by
tie Mortgage and Lender's servicer of ttre Loan, ifany.
16.C.2.c
Packet Pg. 924 Attachment: Subordination, Non-Disturbance and Attornment Agreement (23261 : First Tee Sublease)
11. First Tee's Personal Property. In tro eve[t shall t]e Mortgage or ot]er Loan
Documents cover or encumber (and shall not be construed as subjecting in any manner to tie lien
thereof) any of First Tee's moveable trade fixtures, personal property, business equipment,
furniture, signs or otler personal Master Lease Property at any time placed on or about the
Sublease Land.
12. First Tee Financins. If First Tee should obtain financin g for its improvements otr
the Sutrlease Land, any such lender may rely upon tle terms hereof, but such financing shall in all
respects be subordinate to Lender's Loan Documeots and ttre terms and conditions contained
tterein.
13. Coutrterparts. This Agreement may be executed in one or more counterpa-rts, each
of which when so executed shall be deemed to be an original, but all of which when taten together
shall constitute one and the same instrument.
14. Headinqs. The headings, captions, and arrangements used in ttris Agreement are for
convenience only and shall not affect the interpretation of this Agreement.
[remainder of page intentionally left blankJ
[signature and notary onfollowing pageJ
Page 5
Non -D istu6 an cc ,n d Asornm cn t Agrcirn cn t
17993700 r? r 42160.0001
16.C.2.c
Packet Pg. 925 Attachment: Subordination, Non-Disturbance and Attornment Agreement (23261 : First Tee Sublease)
(First Tee signature page to Non-Disturbance and Attornment Agreement)
FIRST TEE:
A*C ?U;,1
Gulf Coast Junior Golf Tour, Inc.
a Flonda not-for-profit corporalion
d/b/a The First Tee of Naples/Collier
(By:
/
lVl tlc,hazl D,kngr,oWitness #l Si ture
C.Plerco
Witness #1 Printed Name
ot*t.i).x ')ltot.vu:>
Prrsdul
Print Name
Tide
fui:mers +Z Signature
Jgssica L. Moberg
Witness #2 Printed Name
STATE OF FLORIDA
COUNTY OF COLLIER
f-'J online
W.^vt\.as
or notanzation this
The foregoing instrumetrt wast{
a Florida not-for-profit corporation d,/b/a The First Tee of Naples/Collier on behalf of said
compatry, who ! is personally known to me OR who I has produced *ia -*i*ta UterQ-
(type
of ID) as identification.0*/,;
Nota"ry Public
Carclyn C. Pierce
OR EMBO Printed Name of Notary Pubiic
Puttc
AJBIE
x
t
Commission No. Expiration DateI
r?993700 t7 142160 0003
a1
Junior Golf Tour, Lrc,
NOTARY
nl"C
Page 6
N on -D iltutb an cc an d Attomm cnt Agrean cnt
16.C.2.c
Packet Pg. 926 Attachment: Subordination, Non-Disturbance and Attornment Agreement (23261 : First Tee Sublease)
(Lender signature page to Non-Disturbance and Attornment Agreement)
LENDER:
First Foundation Bark, a California state-
chartered non-member ba-ok
Witness #1 Signature Scott D. Koenig
It Senior Vice President
Witness #l Printed Name
Witness #2 Signature
Witness #2 Printed Name
STATE OF FLORIDA
COUNTY OF COLLIER
The foregoing i-nstl:ument was acknowledged before me by means of ffi physical presence
or[orlinenotarizaionttrisdayof-'2022,byScottD.Koenig,as
Senior Vice President of FIRST FOUNDATION BANK, a California state-chartered non-membor
bank, on behalfofsaid bart, who ! is personally known to me OR who ! has produced
(type of ID) as identification
Notary Public
NOTARY RUBBER STAMP SEAL
OR EMBOSSED SEAL Printed Name of Notarv Public
Commission No. Expiration Date
Page 7
Non -D isturb an cc an d Attomm cnt Agrcqn cnt
I 1993'704 11 r 42360.000]
16.C.2.c
Packet Pg. 927 Attachment: Subordination, Non-Disturbance and Attornment Agreement (23261 : First Tee Sublease)
I]IGSI IOTS JOINDER
BigShotsjoins in the execution of this document lor the purpose ofacknowledging notice
ofand consenting to the mafters herein set forth.
BICSHOTS:
CC BSG NAPLES, LLC, a Delaware limited
(rU^'^. t/,l+-h
Witness # I Signature
Llr;r c k l"nl
By:
Print Name:
Title: Manaser
0
2
Witness #l Printed Name
V: /*"--
Witness #2 Signature
/an,s Kne/s<rt
1'h
or
liabili ty company, on behalf of said
identification.
NOTARY RUBBER STAMP SEAI-
OR EMBOSSED SEAL
Witness #2 Printed Name
STATE OF FreRI}A
COTINTY OF €.CHER
No Public
\...\,o\\" A\snss
.x ltJ
OrtLLAJ
e foregoing instrument was acknowledg
online notarization this \ i+\
ed before me by means of [l physical presence
day of S,<-rp'l.2022, by
c-.as Manager of CC BSG NAPLEb, aLC, a Delaware limited
company, who.ffi is personally known to me OR who I hasproduced (type of ID) as
P.int"dNu.i of Notury Publi"
* \x\6\L\
Commission No. Expirat Datc
MYCHELLE ALONSO
Notary lD #124659681
lly Commission Expires
September 26, 2023
11993100 11 142t60 0001
Page 8
Non-Drsturbanc€ and Attommenr Agrecment
liability.gorppany /1
re,
16.C.2.c
Packet Pg. 928 Attachment: Subordination, Non-Disturbance and Attornment Agreement (23261 : First Tee Sublease)
EXHIBIT A.1
(The BigShots Facility Lard)
EIl5tT.., ;t, or-;...
ESpIE!!! SCE82rlQtri-hrA-E-E-iiini .a' r- .5,r iEr * t, ,. .it" .,Ei'.Elrrsts!.-
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niii ir in i:rs w . rx* t. ,rtr. 'it rtu i'rr. ntrrf .n!
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Page 9
Non -D ilult an cc an d AEoflm cnt Agrcqn ait
-
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t'l9D]?tn 11 r42360.m3
16.C.2.c
Packet Pg. 929 Attachment: Subordination, Non-Disturbance and Attornment Agreement (23261 : First Tee Sublease)
EXiffr_41-..u )4,
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'.1
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oa *-'r .l{rr ruor c
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l;radltlil0rE
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),d
16.C.2.c
Packet Pg. 930 Attachment: Subordination, Non-Disturbance and Attornment Agreement (23261 : First Tee Sublease)
EXHIBIT A.2
(The Golf Course Land)
)
COASIAL
EN6INEERING
CoIISUI TANTS
tNc.
EXIIHTrrgr _-1_r I
GOtDti6ArtS(Xr COt itE
PAEL
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f ,r*(,tn .raa rld O..5exa '..r-I .rd .n Xrt al,t'y rnl tlI a4
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Etiac Moi€
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Page I 1
Nff D i$uO an cc an d Attorn m cn t Agrafit ent
1',199170i) 17 I 42360.m03
@
16.C.2.c
Packet Pg. 931 Attachment: Subordination, Non-Disturbance and Attornment Agreement (23261 : First Tee Sublease)
EX'{Efr ,tF.r - <IT
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16.C.2.c
Packet Pg. 932 Attachment: Subordination, Non-Disturbance and Attornment Agreement (23261 : First Tee Sublease)
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Page 13
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16.C.2.c
Packet Pg. 933 Attachment: Subordination, Non-Disturbance and Attornment Agreement (23261 : First Tee Sublease)
EXHEIT /i.
rtp: _ __l_d !:!_
tru.Ll{ r atf
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Page 14
Noi -D isturb ar cc an d Attomrn c nt Aglcem qnt
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1 799)7CO t',t r 42t60.0003
16.C.2.c
Packet Pg. 934 Attachment: Subordination, Non-Disturbance and Attornment Agreement (23261 : First Tee Sublease)
EXHIBIT (B,'
(The Sublease Land)
The Land is described as follows
BEING A PORTION OF IRACT'A', GOLDEN GATE UNIT 8, PART 2. PLAT BOOK9.
PAGES 1O7A THROUGH 112, BOTH OF THE PUBLIC RECORDS OF COLLIER COUNTY,
FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE
AT TIIE NORIHEAST CORNER OF TRACT 'A', GOLDEN GAIE UNIT 1, PLAT BOOK 5,
PAGES 60 THROUGH 64, PUBLIC RECORDS OF COLLIER COUNIY, FLORIDA, THE
SAME BEING A POINT ON THE WEST RIG}IT-OF-WAY LINE OF COLLIER
BOULEVARD, COI,'NTY ROAD 951; THENCE ALONG SAID WEST RIGHT-OF-WAY
LINE, SOUTH 00"28'56" EAST, A DISTANCE OF 1,193.80 FEETI TF{ENCE SOUIH
89'3I'04' WEST, DEPARTING SAID RIGM-OF-WAY LINE, A DISTANCE OF 475.36
FEET TO THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN
DESCRIBEDI IHENCE SOUTH 33"20'06'WEST. A DISTANCE OF 32.09 FEETI THENCE
SOUTH I1"07'23' WEST, A DISTANCE OF 22.02 FEET; THENCE SOUTH 34"45'01'
WEST, A DISTANCE OF 45.11 FEET; THENCE SOUTH 21"54'37' WEST. A DISTANCE
OF 27.89 FEET: THENCE SOUTH 8I"04',M' WEST, A DISTANCE OF 17.15 FEET;
THENCE SOUTH 66"03'19' WEST, A DISTANCE OF 90.56 FEET; THENCE SOUTH
425r'r7" WEST, A DISTANCE OF 61.35 FEET; THENCE SOUTH 88'05'39'WEST, A
DISTANCE OF 50.97 FEET; IHENCE NORTH 55',10'40' WEST. A DISTANCE OF 133.36
FEET; THENCENORTH 22"15'42' WEST, A DISTANCE OF 64.56 FEET; THENCE
NORTH 02'05'37'EAST, A DISTANCE OF s3.19 FEET; THENCE NORTH 37"46'40' EAST,
A DISTANCE OF 68.44 FEET; THENCE NORTH 74"32'51" EAST. A DISTANCE OF 66.25
FEETI THENCE NORTH 62"46'58'EAST. A DISTANCE OF 79.07 FEET; THENCE SOUTH
78"32'18'EAST, A DISTANCE OF 108.53 FEET; THENCE SOUTH 52'33'45' EAST. A
DISTANCE OF 126.66 FEET TO THE POINT OF BEGINNING. CONTAINING I.75 ACRES,
MORE OR LESS.
Page I 5
Non -D i stu6 an cr an d Attornm ent Agrccrn cit
I 7993700,17 1421600003
16.C.2.c
Packet Pg. 935 Attachment: Subordination, Non-Disturbance and Attornment Agreement (23261 : First Tee Sublease)
LESSOR AND SUB LESSOR ESTOPPEL CERTIFICATE
The undersigred Collier County, a political suMivision of the State of Florida (hereinafter
..County"), and CC BSG Naples, LLC a Delaware limited liability company (hereinafter "BigShots").
certifo to Gulf Coast Junior GolfTour, Inc. d/b/a The First Tee of NapleVCollier, a Florida not for profit
corporation, (hereinafter "First Tee"), as the subtenant of BigShots' interest in that ce(ain Collier
County Standard Form Long-Term Lease and Operating Agreement dated May 25, 2021 between
County, as Lessor, and BigShots, as Lessee, (the "Master Lease") as follows, with the understanding that
First Tee is relying on this certification in connection with entering into that certain Sublease Agreement
made as of_)6!day of Se;Lr (\btr 2022, (the "sublease") between Bigshots and First Tee
2. The Master Leas€ is in full force and effect and neither County or BigSbots is in default
in any respect under the Master Lease- Except for the Master Lease as amended, there are no agreements
or other arrangements ktween County and BigShots in respect to the property subject to the Master
Lease (the "Master Lease Land").
3. The Commencement Date of the Master Lease is May 25, 2021 and the Initial Lease
Term expires twenty (20) years thereafter.
4. The Master Lease provides Bigshots with the option to elect to extend the Master Lease
Term four (4) additional periods of five (5) years each.
5. BigShoS is in possession of the Maser Lease Land and there are currently no other
parties in possession of the Master Lease Land. County and BigShots have complied fully and
completely with all of their covenants, warranties, and other undertakings and obligations under the
Master Lease as of this date. Bigshots is fully obligated to pay renl and other charges due under the
Master Lease, which payment does not commence until January l, 2024 and is fully obligated to
perform. and is performing, all ofthe other obligations ofBigShots under the Master Lease without right
of counterclaim. offset, credit, deduction, defense or otherwise.
6. As contemplated by the Master Lease, County cons€nts to the subleasing ofa portion of
the Master Lease Land to First Tee under the same terms and conditions as described in Sublease
attached hereto as Exhibit "8".
l. County is the Lessor, and Bigshots is the Lessee, under the Master Lease. A true, correct
and complete copy of the Master Lease (with all amendments thereto) is attached to this instrument as
Exhibit 'A". BigShots is the Sublessor under the Sublease to Firs Tee, as Sublessee.
7. This Estoppel Certificate shall inure to the benefit ofFirst Tee, ils successors and assigns,
and any lenders to First Tee. Any sublease of any portion of the Master Lease Land from BigShots to
Firsr TLe ofBigShots' interest in the Master Lease, and its successors and assigns, shall be binding upon
County and its successors, and assigns.
[SIGNATURE PAGE TO FOLLOWI
L77M9t6 _12
16.C.2.d
Packet Pg. 936 Attachment: Lessor and Sublessor Estoppel Certificate (23261 : First Tee Sublease)
AS TO COUNT}':
BOARD OF COUNTY COMMISSIONERS,
COLLIER COUNTY, FLORIDA
By:
William L. McDaniel. Jr.. Chairman
Approved as to form and legaliq,
Scott R. Teach
Deputy County Aftorney
ATTEST:
CRYSTAL K. KINZE[.. Clerk
, Deputv Clerk
t7744916 72 1(.1(;'
16.C.2.d
Packet Pg. 937 Attachment: Lessor and Sublessor Estoppel Certificate (23261 : First Tee Sublease)
AS TO BIGSHOTS:
CC BSG NAPLES, I,LC,
a Delaware limited liability company.
WI'I-NI]SSETII
By:*c 0/-,
/.'. b,rl/',-
(U,).- U'l-"^[-L
me by means of I physical presence or
of :..h$ 2022.
knot"r, to..dihoEFhrs produced -
Print Name:(
S,TATE OF FL€RIDIt
COUNTY OF COLLIER ;
The foregoing instrument was acknowledged before
online notarization this day
UY E'.',\, ( .\)ecKar who is personally
of ID) as identification.
NOTARY RUBBER STAMP SEAI-
OR EMBOSSED SEAL
Nolary lic
Pri Name of Notary Public{ \).q\51\t\
Commission No.
I,AYCHELLE ALONSO
Notary lD f124659681
My Commissjon Expires
segtember 26,2023
177M976 72 6D
E*io I
Its: llfanaryr /Slc'<-\
tr
(.*t r\ro*
Expirltion DAte
16.C.2.d
Packet Pg. 938 Attachment: Lessor and Sublessor Estoppel Certificate (23261 : First Tee Sublease)
Prepared without opinion of title by,
and after recording retum to:
Paul K. Heuerman, Esq.
Roetzel & Andress, L.P.A.
999 Vanderbilt Beach Rd., Ste. 401
Naples, Florida 34108
(239) 649-6200
(Space above this line for recording data)
ME}IIORA\DUM OF RIGHT OF-FIRST RI]T.-USAL
This Memorandum of Right of First Refusal ("Memorandum") is made this day of
September, 2022, by and between Collier County, a political subdivision of the State of Florida (herein
"County"), and Gulf Coast Junior GollTour, Inc., d/b/a The First Tee of Naples/Collier, a Florida not for
profit corporation (herein "First Tee").
WITNESSETH:
WHEREAS, County and First Tee are parties !o that certain Agreement, dated on or about _
_,2022, (the "A$eement"), whereby County has granted to First Tee the right of first refusal
to purchase or lease County's real property described on Exhibit A-l and A-2 attached hereto and
incorporated herein by reference (collectively the "Property"); and
WHEREAS, the panies are desirous ofevidencing ofrecord and providing actual and constructive
notice ofcertain terms and provisions ofthe Agreement in order to establish First Tee's rights in and to the
Property vis-d-vis all third parties, including without limitation all lenders and prospective bona-fide
purchasers.
NOW, THEREFORE, for good and valuable consideration, the receipt and suffrciency of which is
hereby mutually acknowledged, the parties hereto give notice ofthe following terms and provisions of the
Lease.
1. Recitals. The foregoing recitals are true and correct and are incorporated by reference as
if fully set forth herein.
2. Right ofFirst Refusal. The Agreement provides that First Tee has a right offirsr refusal to
purchase or lease the Property from Grantor (the "ROFR") pursuant to the terms set forth in the Agreement.
IN WITNESS WHEREOF, County and First Tee have duly executed this Memorandum as of the
date and year first above wriften.
Page 1
3. Scope. This Memorandum is to evidence of record certain provisions of the Agreement
which may affect the rights of the parties and other persons dealing with the Property. This Memorandum
shall not limit, expand, supplement or modifli the Agreement, and in the event ofa conflict between this
Memorandum and the Agreement, the Agreement shall control.
16.C.2.e
Packet Pg. 939 Attachment: Memorandum Right of First Refusal (23261 : First Tee Sublease)
The foregoing instrument was acknowledged before me by meaus of [] Sysical preserce or []
oDline nohrizatio[ this da;- of
BOARD OF COUNTY COMMISSIONERS.
COLLIER COUNTY, FLORIDA
By
William L. McDaniel, Jr., Chairman
STATE OF FLORIDA
COUNTY OF COLLIER
who ! is personally known to me OR who has produced
(type of ID) as identification.
Notary Public
\\T]TNESSETH
,2022,by_,
P!inted Name of Notarv Public
Commission No Expiration Date
WITNESSETH
NOTARY RLIBBER STAMP SEAL
OR EIv{BOSSED SEAL
AS 'I'O FIRST TEE:
GULF COAST ruNIOR GOLF TOUR, INC.
D/B/A THE FIRST TEE OF NAPLES/COLLIER
By
Print Name
\s: PruStd?df
STATE OF FLORIDA
COUNTY OF COLLIER
C, ni"r&
The forepping iDstrurent was Ied br tbre me by rneans of I Sysical
online notarizatiou this I Q+ aay or
sence or
20 )2 ,by D t1
who ! is personally known to me Q! who produced
(tlpe of ID) as identificati
!(
o!.
Oa*aL c {i+rt
Nota.ry, Public
Catolyn C. PierceNC,TARI- RL]B
OR EMBOS Printed Name of Nota.rv Puhlic
Commission No Expiration Date
Pase 2
I7738OO] 23 PRESERVELOCAIIONDOCPROPERIY
FormaF17738003 23 142360.0@3
DOCXDOCID DM S:I n terwoveolM arag e
AS TO COT]N'I.!':
tr
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16.C.2.e
Packet Pg. 940 Attachment: Memorandum Right of First Refusal (23261 : First Tee Sublease)
EXlStr
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16.C.2.e
Packet Pg. 941 Attachment: Memorandum Right of First Refusal (23261 : First Tee Sublease)
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16.C.2.e
Packet Pg. 942 Attachment: Memorandum Right of First Refusal (23261 : First Tee Sublease)
EXHIBIT A-2
(The Golf Course Land)
EXIfrT
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COASTAT
ENGINEERING
CONSULTANTS
rNc
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16.C.2.e
Packet Pg. 943 Attachment: Memorandum Right of First Refusal (23261 : First Tee Sublease)
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Learning Center's
Reach More Youth Greater Outreach
• Our goal is to double the number of youth served The Golden Gate location puts the program in
from 1.000 today to over 2,000 in two years the epicenter of an underserved community
• First Tee-N/C's growth will help fill the GAP in First Tee-N/C will be able to increase its
out -of -school programming in Collier County outreach to Title 1 schools in Golden Gate,
• Currently, First Tee-N/C is on track with the Manatee, East Naples, and River Park
national average in diversity however the goal is First Tee-N/C will re-establish programming
to continue to grow the number of at -risk youth with non -profits like:
exponentially Boys and Girls Club of Collier County
• Grace Place
The New Outreach Coordinator will focus on
Consistent Programming
at -risk youth and help them stay in the program
The Learning Center will provide: from primary school to high school.
' Much needed indoor and outdoor golf practice
areas and dedicated classroom space
• Space for coaches to consistently integrate
the game of golf with First Tee-N/C Life Skills
Curriculum and the Nine Core Values Improved Access
• A safe place for First Tee youth to gather The Learning Center will be within walking
• Permanent office space for the dedicated First distance of a new 12-hole Jack Nicklaus Design
Tee staff and create ahome-base from which to golf course, with guaranteed access during
manage 10 additional programs and 30 Collier programming hours
County in -school programs First Tee-N/C will have hitting bays and
• A place to host parent -child gatherings, Board dedicated driving range space adjacent to the
meetings and Ambassador events BigShots driving range
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ALifelong Game "The more you play, the more you learn."Through
the Life Skills program participants learn to strengthen their character
with skills they use every day of their life.
• Understanding and managing emotions
• Resolving conflicts
• Setting step-by-step goals
Ranked #1 in Program Participation Planning for the future
Top Chapter throughout the First Tee Appreciating diversity
Network.
Ranked #1 in Network Involvement
Top Chapter throughout the First Tee
Network.
Nine Core Values
1. Honesty
2. 1 nteg rity
3. Sportsmanship
4. Respect
5. Confidence
6. Responsibility
7. Perseverance
8. Courtesy
9. Judgment
109 Coaches of all levels
helping the participants on
and off the course
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First Tee-Naples/Collier
STO
RY
The First Tee was founded as an initiative of the
world Golf Foundation with the support of the
PGA Tour, LPGA, PGA, USGA and The Masters, for
the purpose of teaching the values inherent in the
game of golf to children, especially economically
disadvantaged children, who wouldn't otherwise be
exposed to the game and it's positive values.
The First Tee-N/C chapter was founded by current
Executive Director, Cindy Darland with the support
of co-founding sponsors Arthrex and Collier
Enterprises,
First Tee-N/C opened its doors with no golf course
facility to call home. Golden Gate CC - public,
and The Moorings Golf Club - private offered Use
Agreements to the program,
First Tee-N/C grew from serving 30 youth in 2007 to
1,000 certified participants by WHO
Between 2011 and 2019 the golf industry experienced
a significant decline, allowing First Tee-N/C access
to several private clubs.
Unfortunately, most required the First Tee-N/C's
programming to end by 5PM and limited the number
of kids. These limitations restricted program growth
and impact.
Golden Gate CC continued to be First Tee-N
� 2018
i In 2018, Golden Gate CC was put up for sale. The
Collier County Commissioners planned to purchase
the land to build a park, affordable housing and a
veteran's care facility. Their plan did not include a
golf course and thus the course would no longer be
available to First Tee-N/C.
The First Tee-N/C Board offered to purchase the
golf course from the Collier County Commissioners
but the offer was rejected.
In June, the Collier County Commissioners finalized
the purchase of the property for $29MM and closed
the golf course.
Losing the Golden Gate CC was a huge setback
for First Tee-N/C's programming. In response, the
Board decided to begin a search for a new place to
calI "home" and a golf course.
The Board reviewed one potential property but
ultimately passed on it due to the operating risks
related to running a public golf course.
� 2021
The Collier
County Commissioners signed an
agreement with BigShots Golf to build one of their
golf entertainment facilities on the former Golden
Gate CC property.
The Collier County Commissioners invited First Tee-
N/C to join this new "Golf Community," which will
include a 12-hole Jack Nicklaus Design golf course.
First Tee-N/C accepted the
Commissioner's agreement for
BigShots and signed a
long-term
The beautiful new Learning Center takes shape.
• MHK Architecture and Planning donated their
design services.
• FreeStyle Interiors donated their interior design
services.
The First Tee-N/C launched a $10MM Capital
Campaign.
• $7MM to build and outfit the Learning Center
• $3MM to create an endowment to sustain the
facility's operations and maintenance.
Rene Kelly Engineer and FTNC Alumni
"The First Tee Program has upgraded my life for the better in many ways. Going
through the program as a young child instilled in me confidence, courage, discipline,
and characteristics to become not only a great golfer, but a great leader as well!
Now, as a coach for the First Tee years later, I strive to be that positive motivational
person who students can look up to.
���rian GUIt@ College Student and FTNC Alumni
"Receiving a scholarship from the First Tee -Naples/Collier has enabled my future
education in biomedical sciences and this scholarship reflects the passion I have
for golf. The First Tee - Naples/Collier has taught me to set goals and see them
through with confidence, which will allow me to pursue my goal of becoming a
doctor."
Gerardo LUgO PGA Head Golf Professional and FTNC Alumni
"I cannot say enough good things about The First Tee program. The First Tee has
allowed me the opportunity to play a sport I would have never imagined playing and
loving so much. I am forever grateful for the great staff and volunteers that have
been a part of the First Tee of Naples/Collier. "
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"The First Tee -Naples/Collier offers Collier County students
an opportunity to experience alife-long sport, while learning
core values, important life lessons and healthy habits
during the all-important out -of -school hours. First Tee has
collaborated with over 30 Collier County schools and their
outreach in Immokalee has been excellent. The new First
Tee Learning Center in Golden Gate will be a game changer
for the schools in Golden Gate, East Naples and Manatee:'
- Dr. Kamela Patton, Superintendent of Collier County
Public Schools
"First Tee is a vital part of our community as it provides the
opportunity for many children to learn the game and life skills
associated with the game of golf in a fun manner and without
having the financial means that have been needed in the past
to be involved in the game:' -Michele and Bob Baker, Parents
"Immokalee HS students have an opportunity to learn an
individualized game while at the same time build leadership
qualities. With the First Tee Character Building Program,
our students are learning how to have self-confidence, build
resilience and persevere while playing the game of golf. The
exposure to the game of golf is the hook. The personal growth
is the valuable lesson for our students. " -Clara Calderon,
E.D. S. Immokalee High School, Principal
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"First Tee is a vital part of our ��- _;.�, , _�� � �1
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community because it provides �� �.�
an opportunity for kids, particularly -�
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minorities and kids of color, to learn the
fundamentals while participating in the game of golf. A vast
majority of these young people would not have otherwise
had the opportunity to learn the fundamentals and play some
of the great courses in our community. -Terry Lee, Golden
Gate Middle and High School Golf Coach
"Thanks to community partners like First Tee, students at
Collier County Public Schools aren't chasing dreams. They are
catching them.- Erick Carter, Member, Board of Education
Collier County Public Schools
"The First Tee provides an opportunity for students to
disconnect from their devices and normal day to day school
demands by actively engaging them in learning about the
game of golf. Students engage in meaningful lessons that
teach them the basics about the game of golf and embedded
in these lessons are life skills. Students are challenged to learn
through trial and error to problem solve, work with others and
show respect:' -Abel Jaimes, Director, School Leadership,
Collier County Public Schools
A first tee
naples/collier
1370 Creekside Blvd, Naples, FL 34108
239.825.4851 � firstteenaplescollier.org
501(c)(3) organization since 1997