Agenda 09/23/2025 Item #16F10 (Chair to execute a Joinder, Consent and Agreement of Lessor, to the Sublease between The Gate Golf Club, Inc. (“The Gate”), and Gulf Coast Junior Golf Tour, Inc., d/b/a The First Tee of Naples/Collier (“First Tee”), approvi9/23/2025
Item # 16.F.10
ID# 2025-3593
Executive Summary
Recommendation to approve and authorize the Chair to execute a Joinder, Consent and Agreement of Lessor, to the
Sublease between The Gate Golf Club, Inc. (“The Gate”), and Gulf Coast Junior Golf Tour, Inc., d/b/a The First Tee of
Naples/Collier (“First Tee”), approving the sublease of a portion of the Golden Gate Golf Course property to First Tee
pursuant to the requirements set forth in the Long-Term Lease and Operating Agreement dated April 23, 2024, between
the County and The Gate.
OBJECTIVE: To approve a sublease between The Gate and First Tee for use of a portion of the former Golden Gate
Golf Course to operate the First Tee Learning Center.
CONSIDERATIONS: On April 23, 2024, the Board entered into a Long-Term Lease and Operating Agreement
(“Master Lease”) with The Gate for the construction, maintenance, and operation of a Golf Complex at the former
Golden Gate Golf Course. The Golf Complex will contain a 9-hole golf course, driving range with the latest technology,
practice area, pro shop, cart barn, and maintenance building. The Golf Complex also includes a building with 150+ full-
service dining seats, food and beverage areas, private event space, and a patio. The Master Lease further provides that
The Gate will sublease land to First Tee to operate the First Tee Learning Center, which will include building a
clubhouse with classrooms, offices, conference rooms, and storage, and that the County will have the ability to review
and approve any such sublease.
The Gate and First Tee have reached mutually agreeable sublease terms. The annual sublease expense is contemplated to
be a nominal $1.00 per year, with the terms and conditions running commensurate with the Master Lease between the
County and The Gate. The sublease contains the following key contract points:
Key Sublease Points:
• Term: Same as the Master Lease. The expiration date of the Initial Term of the Master Lease is April 23, 2064, plus
four (4) successive renewal terms of five (5) years each.
o If the Master Lease expires or is terminated before the Sublease term and the County continues operating the
Premises as a Golf Complex, either by appointing a new operator or managing it directly, the Sublease will
remain valid under its current terms. However, the Sublease cannot extend beyond the original Master Lease
term unless the County provides written approval. This means that any successor or assignee of The Gate will
inherit the First Tee Sublease.
• Master Lease: The Sublease is subject to and subordinate in all respects to the Master Lease and all covenants,
conditions and provisions thereof.
• Indemnification and Insurance: First Tee agrees to indemnify, defend, and hold harmless Collier County and The Gate
from any claims, losses, or damages arising from the use or condition of the Sublease Premises, except in cases of gross
negligence or willful misconduct by the County or The Gate. They will also provide the same required insurance that
The Gate is providing pursuant to the Master Lease and will add the County as an additional insured on their policies.
• Assignment: There is no assignment unless agreed to by both The Gate and the County.
• Shared Services: The Gate and First Tee have agreed to certain shared services, including common area maintenance,
shared utilities infrastructure, pest control, security, exterior lighting, trash removal, etc.
Staff recommends approval of the Sublease and execution of the attached Joinder, Consent and Agreement of Lessor,
wherein the County agrees to be bound by the provisions of this Sublease, to the extent the Sublease imposes terms,
covenants and conditions unto the County. Nothing in the Joinder, Consent, and Agreement modifies or waives any of
the County’s rights under the Master Lease, except as expressly set forth in the Sublease.
The executed Sublease was not available at the time of agenda publication. Once the fully executed Sublease is received,
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9/23/2025
Item # 16.F.10
ID# 2025-3593
it will be distributed to the Board and added to the agenda through the change sheet process.
This item advances the Strategic Focus areas of Quality of Place and Infrastructure and Asset Management.
FISCAL IMPACT: This action has no new fiscal impact.
GROWTH MANAGEMENT IMPACT: This action has no immediate impact on the Growth Management Plan.
LEGAL CONSIDERATIONS: This item has been approved as to form and legality and requires a majority vote for
approval. -SAA
RECOMMENDATIONS: To approve and authorize the Chairman to execute a Joinder, Consent and Agreement of
Lessor, to the Sublease between The Gate Golf Club, Inc. (“The Gate”), and Gulf Coast Junior Golf Tour, Inc. d/b/a The
First Tee of Naples/Collier (“First Tee”), approving the sublease of a portion of the Golden Gate Golf Course property
to First Tee pursuant to the requirements set forth in the Long-Term Lease and Operating Agreement dated April 23,
2024, between the County and The Gate.
PREPARED BY: Ed Finn, Deputy County Manager
ATTACHMENTS:
1. 4.23.24 - Long Term Lease & Operating Agreement 11.D
2. Gate Golf Club - First Tee - Draft Sublease Agreement (Execution Version)
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182547446.6
SUBLEASE AGREEMENT
This Sublease Agreement (the “Sublease”) dated and effective as of ________________,
2025, (the “Effective Date”), by and between The Gate Golf Club, Inc., a Delaware not-for-profit
corporation (hereinafter referred to as “Sublessor”), and Gulf Coast Junior Golf Tour, Inc. d/b/a
The First Tee of Naples/Collier (hereinafter referred to as “Sublessee”).
Recitals
A. Sublessor leases certain real property located southwest of the intersection of
Golden Gate Parkway and Collier Boulevard in Collier County, Florida (the “Premises”), depicted
on Exhibit A attached hereto and incorporated herein, from Collier County, a political subdivision
of the State of Florida (the “County”), pursuant to that certain Collier County Standard Form
Long-Term Sublease and Operating Agreement dated April 23, 2024 (as it may be amended from
time to time, the “Master Lease”) between Sublessor and the County;
B. Sublessee wishes to sublease a portion of the Premises (the “Sublease Premises”),
more particularly described and depicted on Exhibit B attached hereto and incorporated herein,
from Sublessor subject to and in accordance with the terms of this Sublease; and
C. Sublessor desires to sublease the Sublease Premises to Sublessee for said purpose.
D. Capitalized terms used herein and not otherwise defined have the meanings
ascribed to such terms in the Master Lease.
NOW, THEREFORE, for and in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties do hereby agree as follows:
1. Sublease Premises. Sublessor hereby subleases to Sublessee, and Sublessee
hereby subleases from Sublessor, the Sublease Premises, on the terms and conditions set forth
herein. The Sublease Premises are being subleased to Sublessee subject to (a) any and all
conditions, restrictions, encumbrances, and limitations now or hereafter recorded against the
Premises; (b) any and all existing or future Laws (as defined below); (c) any questions of title and
survey that may arise; (d) the Master Lease, as amended, and (e) all mortgages which may now or
hereafter affect the Premises. “Laws” means all federal, state, county and local governmental and
municipal laws, statutes, ordinances, rules, regulations, codes, decrees, orders and other such
requirements, applicable equitable remedies and decisions by courts in cases where such decisions
are binding precedents in the State of Florida and decisions of federal courts applying the laws of
the State of Florida.
2. Term.
2.1 The initial term of this Sublease (“Initial Term”) shall commence on the
Effective Date (“Commencement Date”) and end upon the expiration or earlier termination of the
Initial Term of the Master Lease, unless this Sublease is sooner terminated pursuant to the terms
of this Sublease. The expiration date of the Initial Term of the Master Lease is April 23, 2064.
Provided (i) Sublessor has exercised its right to extend the Master Lease for a Renewal Term (as
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defined in the Master Lease) pursuant to Section 6 of the Master Lease, (ii) the County has not
declined the renewal and cancelled the Master Lease pursuant to Section 15 of the Master Lease,
and (iii) no Event of Default has occurred and is continuing, Sublessee shall have the option (each,
a “Sublease Renewal Option”) to extend the term of this Sublease to be coterminous with the
applicable Renewal Term (up to a maximum of four [4] successive renewal terms of five [5] years
each) (each, a “Sublease Renewal Term”) by providing written notice to Sublessor within thirty
(30) days after receipt of Sublessor’s Renewal Notice (as defined below). To facilitate Sublessee’s
renewal option, Sublessor shall provide a copy of any renewal notice sent to the County
(“Sublessor’s Renewal Notice”) to Sublessee concurrently with sending Sublessor’s Renewal
Notice to the County. If applicable, each Renewal Term shall commence on the day succeeding
the expiration of the Initial Term or the preceding Renewal Term, as the case may be. All of the
terms, covenants, and provisions of this Sublease shall apply to each such Renewal Term. The
Initial Term, together with any Sublease Renewal Term, shall be collectively referred to herein as
the “Term”.
2.2 Sublessor and Sublessee acknowledge and agree that the County may
decline any Renewal Term in its sole discretion pursuant to Section 15 of the Master Lease and, if
the County declines a Renewal Term, Sublessee’s exercise of the corresponding Sublease Renewal
Option shall be null and void and of no force and effect. Additionally, if the County declines the
Renewal Option, Sublessee shall be entitled to a portion of the compensation paid by the County
to Sublessor (“Sublessee’s Portion”). Sublessee’s Portion shall be an amount equal to (i) the total
consideration actually paid by the County to Sublessor, multiplied by (ii) a fraction, the numerator
of which is the fair market value of the improvements to the Sublease Premises, valued as of the
date of turnover of the Golf Complex to the County, and the denominator of which is the fair
market value of the improvements to the Premises, valued as of the date of turnover of the Golf
Complex to the County. The value of the improvements on the Sublease Premises and the
Premises shall be determined using the same appraisal utilized by the County to determine the
compensation owed to Sublessor, or if such appraisal includes insufficient information to
determine such value, the same independent appraiser shall be engaged by the parties to determine
such values. The obligations hereunder shall survive the expiration of this Sublease in the event
the County declines a Renewal Term, and shall survive any transfer or assignment of Sublessor’s
interest in the Sublease to any party, including the County.
2.3 In the event the Master Lease is terminated or expires prior to the expiration
of the Term for any reason, and the County continues use of the Premises as a Golf Complex and
either (i) designates a new operator, lessee, or other successor-in-interest for the Premises, or
(ii) assumes operational control of the Premises itself, then the County agrees that this Sublease
shall remain in full force and effect in accordance with its existing terms and conditions, and
Sublessee shall be permitted to continue its use and occupancy of the Sublease Premises without
interruption. In such event, Sublessee agrees to attorn to the County or its designated successor
and to recognize such party as its new landlord. Notwithstanding the foregoing, the duration of
this Sublease shall not extend beyond the Term of the Master Lease, unless expressly approved in
writing by the County.
3. Delivery of Possession. Sublessee’s taking possession of the Sublease Premises is
conclusive evidence of Sublessee’s acceptance of the Sublease Premises in its existing “AS IS”
condition. Sublessee agrees that it is leasing the Sublease Premises on an “AS IS” basis, no
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representations about the condition of the Sublease Premises or its fitness for a particular use have
been made, and there are no agreements, representations, understanding or obligations on the part
of Sublessor to design, build, alter, repair or improve the Sublease Premises. Sublessee hereby
waives any implied warranties, including, but not limited to fitness, suitability and habitability.
4. Rent.
4.1 Base Rent. Commencing on the Commencement Date and continuing
throughout the Term, Sublessee shall pay to Sublessor without deduction, setoff, prior notice or
demand, the sum of $1.00 per year (“Base Rent”). The Base Rent will be due and payable in
advance on the Commencement Date with respect to the first year of the Term and thereafter on
the 1st day of each year during the Term at the address for Sublessor set forth herein or at such
place as Sublessor may from time to time designate in writing. Subject to the prior written consent
of Sublessor’s lender, if applicable, and Sublessor, Sublessee may prepay Base Rent for all or part
of the Term.
4.2 Taxes and Assessments.
4.2.1 Sublessee shall pay, prior to delinquency, any and all Taxes levied
upon or against the Sublease Premises, Sublessee’s business operations, Sublessee’s leasehold
interest, or based on Sublessee’s use or occupancy of the Sublease Premises, or Sublessee’s
fixtures, furnishings, equipment, leasehold improvements, inventory, merchandise, and personal
property located in the Sublease Premises directly to the taxing authority. At least ten (10) days
prior to the date such Taxes are due, Sublessee shall deliver to Sublessor receipts evidencing
payment of all such Taxes. If Sublessee fails to provide this documentation, Sublessor may (but
shall not be obligated to) pay such Taxes on Sublessee’s behalf, and Sublessee shall reimburse
Sublessor for all amounts paid connection therewith within thirty (30) days after receipt of a
written request therefor. In an effort to limit Sublessee’s obligation to pay Taxes related to the
Sublease Premises, Sublessor and Sublessee shall cooperate in good faith to complete and submit
an application to Collier County seeking a tax exemption for the Sublease Premises. Sublessee
acknowledges that there is no guaranty a tax exemption will be obtained or, if it is obtained,
available for the entire Term.“Taxes” means all federal, state, county, or local governmental,
special district, improvement district, municipal or other political subdivision taxes, levies,
assessments, charges or other impositions of every kind and nature, whether foreseen or
unforeseen, general, special, ordinary or extraordinary, including, without limitation, real estate
and other ad valorem taxes, general and special assessments, interest on any special assessments
paid in installments, transit taxes, water and sewer rents, taxes based upon the receipt of rent
including, without limitation, gross receipts taxes applicable to the receipt of rent, personal
property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems,
appurtenances, furniture and other personal property used in connection with the Sublease
Premises during any calendar year, any portion of which occurs during the Term (without regard
to any different fiscal year used by such government or municipal authority). Notwithstanding the
foregoing, Taxes shall not include excess profits taxes, franchise taxes, gift taxes, capital stock
taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes
to the extent applicable to Sublessor’s general or net income (as opposed to rents, receipts or
income attributable to operations at the Premises). If the method of taxation of real estate prevailing
at the time of execution hereof shall be, or has been altered, so as to cause the whole or any part
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of the taxes now, hereafter or theretofor levied, assessed or imposed on real estate to be levied,
assessed or imposed in connection with the Sublease Premises, wholly or partially, as a capital
levy or otherwise, or on or measured by the rents received therefrom, then such new or altered
taxes attributable to the Premises shall be included within the term “Taxes”.
4.3 Utilities. In addition to Base Rent, Taxes and other charges herein
described, Sublessee shall pay all costs for water, sewage, gas, heat, electricity, telephone and
other utility services for the Sublease Premises and shall pay all utility charges to the appropriate
authority prior to delinquency throughout the Term; provided, however, to the extent any utilities
are not separately metered and Sublessor provides any utilities to the Sublease Premises, Sublessee
shall pay Sublessor for the cost of such utilities. The plans and specifications for Sublessee’s
utility lines and connections shall be subject to Sublessor’s and the County’s prior written
approval. Sublessor shall not be responsible or liable for damages or injuries sustained by
Sublessee or those claiming by, through or under Sublessee, because of the interruption,
discontinuance, quality or quantity of any utility used in or for the Sublease Premises, regardless
of the reason or cause of the interruption or discontinuance, and Sublessee shall not be relieved
from the performance of its obligations under this Sublease should an interruption or
discontinuance occur.
4.4 Shared Services. During the Term, Sublessor shall provide the services
described on Exhibit C-1 attached hereto to the Sublease Premises and the common areas of the
Village (as defined below) (collectively, the “Shared Services”). The “Village” shall mean and
consist of the (i) Sublease Premises, (ii) the parking areas, and (iii) the following buildings depicted
and identified on the Master Site Plan attached hereto as Exhibit C-2: (a) Pavilion; (b) Hitting
Bays; (c) Concessions; (d) Restaurant; (e) Pro Shop; and (f) Cart Barn. The common areas of the
Village shall mean all areas of the Village which are now or hereafter made available by Sublessor
from time to time for the general use or benefit of Sublessor and Sublessee, as such areas may be
changed from time to time, including, without limitation, parking areas, loading and unloading
areas, trash areas, lighting facilities, fences and gates, roadways, sidewalks, walkways, parkways,
driveways, directional and monument signs, and landscaped areas. For the avoidance of doubt, the
common areas of the Village shall expressly exclude the golf course, practice areas, practice
greens, and the driving range. Except for the Shared Services, Sublessor shall have no obligation
to provide any services to or perform any maintenance, replacements or repairs for the Sublease
Premises. Sublessee shall pay Sublessee’s Proportionate Share of the costs and expenses incurred
by Sublessor in connection with providing the Shared Services within thirty (30) days after receipt
of an invoice therefor. If requested by Sublessee, Sublessor shall provide copies of the underlying
invoices for the Shared Services included in any invoice sent by Sublessor to Sublessee.
“Sublessee’s Proportionate Share” shall be a fraction, the numerator of which is the square footage
of the improvements on the Sublease Premises, including, without limitation, covered outdoor
areas (such as hitting bays) which are exclusively available to or used by Sublessee, and the
denominator of which shall be the total square footage of the improvements in the Village,
including, without limitation, covered outdoor areas (such as hitting bays). The square footage of
the improvements shall be determined in accordance with Florida Building Code. The estimated
square footage of the improvements as of the Effective Date is reflected on Exhibit C-2 attached
hereto, and Sublessee’s Proportionate Share shall initially be seventeen and four-tenths percent
(17.4%). Notwithstanding anything to the contrary, in no event shall the rate or unit cost of the
Shared Services costs billed by Sublessor to Sublessee exceed the amount Sublessee would
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reasonably be expected to pay if Sublessee contracted directly with an independent, reputable
third‑party provider for services of comparable type, quality, scope, and frequency in the same
market at the relevant time. For the avoidance of doubt, the Shared Services may be provided by
an affiliate or related entity of Sublessor. Before the start of each calendar year, Sublessor shall
provide a copy of the Shared Services budget for the upcoming year to Sublessee. If requested by
Sublessee, Sublessor shall meet with Sublessee to discuss the expenses set forth in the budget and
will consider any comments Sublessee may have in good faith.
4.5 Rent and Rent Taxes. Base Rent, Taxes, Sublessee’s Proportionate Share
of the cost of the Shared Services, and any other amounts which Sublessee is or becomes obligated
to pay Sublessor under this Sublease are sometimes herein referred to collectively as “Rent”, and
all remedies applicable to the non-payment of Rent shall be applicable thereto. Rent shall be paid
without any prior demand or notice therefor, and shall in all events be paid without any deduction,
recoupment, set-off or counterclaim, and without relief from any valuation or appraisement Laws.
Sublessee shall pay any rent tax, sales tax, service tax, transfer tax, value added tax, or any other
applicable tax on the Rent, utilities or services herein or otherwise respecting this Sublease or any
other document entered in connection herewith. Sublessor may apply payments received from
Sublessee to any obligations of Sublessee then accrued, without regard to such obligations as may
be designated by Sublessee.
4.6 Late Charges. Sublessee acknowledges that Sublessee’s failure to pay any
installment of Rent, or any other amounts due under this Sublease as and when due may cause
Sublessor to incur costs not contemplated by Sublessor when entering into this Sublease, the exact
nature and amount of which would be extremely difficult and impracticable to ascertain.
Accordingly, if any payment of Base Rent or other amounts or charges of any kind or character
due from Sublessee provided in this Sublease is not received by Sublessor within five (5) days
after the date due, Sublessee shall also pay Sublessor, as liquidated damages, a late payment fee
equal to five percent (5%) of the delinquent amount for each and every month, or part of every
month that such amount remains unpaid, which the parties agree represents a fair and reasonable
estimate of the costs incurred by Sublessor as a result of the late payment by Sublessee. In addition,
any Rent not paid when due shall accrue interest from the due date at the Default Rate until
payment is received by Sublessor. The late payment fee and payment of interest shall not excuse
Sublessee from making timely payments. If Sublessor receives two or more checks from Sublessee
that are returned by Sublessee’s bank for insufficient funds, Sublessee agrees that all future checks
shall be either bank certified, cashiers’ or treasurer’s checks. All bank service charges and other
costs resulting from bad checks shall be borne by Sublessee. “Default Rate” shall mean twelve
percent (12%) per annum, or the highest rate permitted by applicable Law, whichever shall be less.
4.7 Survival. The rights and obligations of Sublessor and Sublessee set forth
in this Section 4 shall survive the expiration or earlier termination of this Sublease.
5. Construction, Maintenance, Repair and Alterations.
5.1 Construction of First Tee Improvements. Sublessee will, at Sublessee’s
sole cost and expenses, improve the Sublease Premises by constructing thereon, among other
things, a clubhouse with classrooms, offices, conference rooms and storage, for the operation of a
First Tee program therein (collectively, the “Initial Improvements”), subject to the prior written
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approval by Sublessor, which shall not be unreasonably withheld, conditioned or delayed provided
that the Initial Improvements are architecturally and aesthetically consistent with the remainder of
the Golf Complex, and the County, in its sole discretion, of the final plans and specifications
therefor (such plans are referred to herein as the “Approved Plans”). Sublessee shall not
commence the Initial Improvements or any other work on or about the Sublease Premises,
including, without limitation, any site work, buildings, alterations, additions, grading, paving,
drainage, utilities, landscaping, infrastructure improvements, or other improvements, or engage in
any other construction activity on or about the Sublease Premises without the prior written consent
and approval of Sublessor and the County of all plans and specifications for such work. The Initial
Improvements must conform with the Approved Plans, and the Initial Improvements and any other
work performed by Sublessee shall be constructed or installed in accordance with all applicable
statutes, ordinances, building codes, rules and regulations of the County and any other authority
that may have jurisdiction over the Sublease Premises and Sublessee’s operations, and the Rules
(as defined in Section 8.6). Sublessee is solely responsible for determining and obtaining all
necessary permits and approvals, and for paying all fees required, for the initial work and any other
construction performed by Sublessee. Sublessor’s and the County’s approval of Sublessee’s plans
and specifications does not constitute a representation or warranty as to their conformity with the
County’s building standards, codes or zoning or any other applicable Law. All construction
performed by or on behalf of Sublessee shall be conducted in such a manner as to not interfere
with Sublessor’s construction of and operations at the Premises.
5.1.1 Performance Bond or Letter of Credit. Prior to commencing
construction of the Initial Improvements or any other improvements on the Sublease Premises,
Sublessee and/or its contractor(s) shall cause to be obtained a payment and performance bond (that
meets the requirements of Section 255.05, Florida Statutes) in a sum equal to the full cost of all
such improvements. Said payment and performance bond shall (i) name the County and Sublessor
as obligees and beneficiaries thereunder, (ii) be from a company acceptable to the County and
Sublessor that is licensed to do business in the State of Florida, (iii) contain certain terms and
conditions and be in form and substance reasonably satisfactory to the County and Sublessor, (iv)
guarantee the full and faithful performance of all construction and completion of all improvements
(and payment to all persons supplying Sublessee labor, materials, and supplies used directly or
indirectly in the prosecution of the construction work provided) in accordance with the Approved
Plans, free from all liens and claims of contractors, subcontractors, mechanics, laborers and
materialmen following the commencement of construction, (v) provide that the construction shall
be completed by Sublessee, its contractor, or, on their default, the surety, (vi) specify that in default
of such completion and payment, such part of the amount of the surety as shall be required to
complete the work shall be paid to Sublessor as liquidated and agreed damages for the non-
performance of Sublessee’s agreements, it being agreed the exact amount of Sublessor’s damages
is difficult and impractical to ascertain, (vii) defend, hold harmless, protect and indemnify the
Sublessor Indemnitees against all losses, liabilities, damages, expenses, claims and judgments
caused by or resulting from any failure to perform completely all of the work set forth in the
Approved Plans, (viii) provide that the duty to defend under this Section is independent and
separate from the duty to indemnify, exists regardless of any ultimate liability of Sublessee,
Sublessor, the County, or any other indemnified party, arises immediately upon presentation of a
claim by any party and upon written notice of such claim being provided to Sublessee, and (ix)
that the obligation to indemnify and defend under this Section will survive the expiration or earlier
termination of this Sublease until it is determined by final judgment that an action against
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Sublessor or the County or an indemnified party for the matter indemnified hereunder is fully and
finally barred by the applicable statute of limitations.
5.1.2 Supervision. Sublessee shall plan, organize, supervise, schedule,
monitor, direct and control the construction competently and efficiently, devoting such attention
thereto and applying such skills and expertise as may be necessary to perform the work in
accordance with the Approved Plans. Sublessee shall be responsible to see that the finished
construction complies accurately with the Approved Plans. Sublessee shall keep on the
construction site at all times during the construction a competent resident superintendent, who
shall be subject to the prior approval of Sublessor, not to be unreasonably withheld, conditioned,
or delayed, and the County, in its sole discretion. The superintendent shall be Sublessee’s
representative on the Sublease Premises and shall have the authority to act on behalf of and bind
Sublessee. All communications given to or by the superintendent shall be as binding as if given
to or by Sublessee. The superintendent shall be on the Sublease Premises at all times during
construction whenever Sublessee’s work crews or work crews of other parties performing work
on behalf of or authorized by Sublessee are engaged in any activity whatsoever associated with
the construction related to the improvement to the Sublease Premises. Sublessee hereby designates
Arthrex, Inc. as the initial superintendent, and Sublessee agrees to indemnify, defend, and hold
Arthrex, Inc. harmless from all losses, liabilities, damages, expenses, and claims arising from or
related to the performance of its duties as Sublessee’s superintendent, except to the extent arising
from the gross negligence or willful misconduct of Arthrex, Inc. Should Sublessee fail to comply
with the above condition, Sublessee shall be in breach of this Sublease, and Sublessor may pursue
its remedies for events of breach as provided herein. The County shall have the right to direct
Sublessee to remove and replace the superintendent, with or without cause.
5.1.3 Site Condition. Sublessee agrees to keep, and shall cause its
contractors to keep, the Premises clean at all times of debris, rubbish and waste materials arising
out of any improvement to the Sublease Premises. At the completion of any improvements,
Sublessee shall remove, and cause its contractors to remove, all debris, rubbish, and waste
materials from and about the site of the Sublease Premises, as well as all tools, appliances,
construction equipment and machinery and surplus materials, and shall leave the Sublease
Premises site clean and ready for occupancy.
5.1.4 Ownership of Improvements. Sublessee further agrees that all
right and title to any alterations, additions and improvements made to the Sublease Premises during
the Term shall vest in Sublessor upon termination of this Sublease, shall not be removed, and shall
remain on the Premises as the property of Sublessor upon the expiration or termination of this
Sublease, unless the Sublease is terminated as a result of the expiration or termination of the Master
Lease, in which event all right and title shall vest in the County.
5.1.5 No Reimbursements. Sublessor is not responsible for reimbursing
Sublessee for its investment in any modifications, additions, improvements, structures, fixtures or
equipment on the Sublease Premises, except as set forth in Section 2.2.
5.1.6 Construction Schedule. Sublessee shall commence construction of
the Initial Improvements, achieve the project milestones, and complete construction of the Initial
Improvements by the deadlines set forth on Exhibit D attached hereto.
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5.1.7 As-Built Plans. Promptly after completion of construction of any
improvements, alterations, or additions to the Sublease Premises, Sublessee shall provide
Sublessor with “as built” plans for such improvements, alterations, or additions, including, without
limitation, the Initial Improvements.
5.1.8 Shared Construction Costs. Sublessee shall pay Sublessee’s Share
of Construction Costs directly to DeAngelis Diamond (or, if DeAngelis Diamond is replaced, the
successor general contractor). “Sublessee’s Share of Construction Costs” means twenty-four
percent (24%) of (i) the budgeted total cost of General Conditions (Budget CSI Master Format
01.31.02) and Excavation / Sitework / Utilities (Budget CSI Master Format 31.05.06), and
(ii) the costs arising from change orders associated with the foregoing up to a maximum of One
Hundred Thousand and 00/100 Dollars ($100,000) (the “Change Order Cap”). Sublessor shall be
responsible for paying any amounts associated with such change orders that exceed the Change
Order Cap.
5.2 Repair and Maintenance. Sublessee shall maintain, at all times during the
Term and at Sublessee’s sole cost and expense, the Sublease Premises and all improvements
thereon in good order and repair, in a neat, sanitary and attractive condition and in compliance
with all Laws and the Rules. Subject to Sublessor’s obligations under Section 4.4 of this Sublease,
such maintenance, repairs, and replacements shall include, without limitation: (i) the maintenance,
repair, and replacement of heating, ventilating and air conditioning equipment, electrical
equipment and fixtures, and plumbing fixtures and equipment exclusively serving or located in the
Sublease Premises; (ii) the maintenance, repair, and replacement of the foundation, roof and
structural portions of the buildings on the Sublease Premises; (iii) washing the windows and
exteriors of the buildings on the Sublease Premises at least two (2) times per year; and (iv) pest
management. Except as expressly set forth herein, Sublessor will have no duty to repair or
maintain the Sublease Premises. Sublessor will not be liable for any damage or injury, fatal or
non-fatal, resulting from the damage, defect or disrepair of the Sublease Premises, and will not
have any duty to make any replacement of the improvements constituting a portion of the Sublease
Premises.
5.3 Alterations. Sublessee must obtain prior written approval from Sublessor,
and the County for any alterations, additions, or improvements to the Sublease Premises.
Notwithstanding the foregoing, Sublessor’s consent shall not be required for non-structural interior
alterations, provided that (i) the alterations are not visible from outside the buildings on the
Sublease Premises, (ii) the alterations do not affect any utility lines or shared systems, and (iii) the
aggregate cost of such alterations shall not exceed the Cosmetic Alterations Cap in any calendar
year. The “Cosmetic Alterations Cap” shall initially be Twenty-Five Thousand and 00/100 Dollars
($25,000) and shall increase by three percent (3%) annually on the anniversary of the
Commencement Date. Sublessor shall respond within thirty (30) days after receipt of a written
request for consent from Sublessee, together with all related documentation that Sublessor may
reasonably request (e.g., plans and specifications). All improvements, additions and alterations
shall be constructed in accordance with applicable Laws and the Rules and at Sublessee’s own
expense. Sublessee will indemnify and defend the Sublessor Indemnitees for all liens, claims, or
damages caused by remodeling, improvements, additions, alterations, and repairs, and provide
notice to its contractors that County property is not subject to liens.
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5.4 Failure to Maintain or Repair. In the event Sublessee fails to maintain
the Sublease Premises in compliance with this Sublease and such failure continues for more than
twenty (20) days’ after written notice to Sublessee of such failure, Sublessor shall have the right,
but not the obligation, to enter the Sublease Premises and cause the necessary repairs or corrections
to be made and all costs therefor shall be payable by Sublessee to Sublessor as additional rental
within thirty (30) days after written demand therefor. Notwithstanding the foregoing, if, by its
nature, such repair cannot be completed within twenty (20) days, Sublessee shall have a longer
period as is necessary (up to sixty (60) days after the date of Sublessor’s notice) to cure the failure,
provided that (i) Sublessee has commenced to cure its failure to maintain the Sublease Premises
within such twenty (20) day period, (ii) thereafter Sublessee is diligently completing the cure, and
(iii) Sublessee agrees to indemnify, defend, and hold the Sublessor harmless from and against any
all losses, liabilities, damages, expenses, claims and judgments caused by or resulting from
Sublessee’s failure to complete the repair within twenty (20) days after notice from Sublessor.
Sublessor’s entry and performance shall not constitute an eviction of Sublessee in whole or in part,
nor relieve Sublessee from the performance of the covenants, conditions and agreements herein.
Sublessor, its agents and employees shall not be liable for claims for loss or damage to Sublessee
or anyone claiming through or under Sublessee for actions taken under this Section.
6. Mechanics’ Liens. Sublessee shall pay for all work, materials or labor arising out
of the Initial Improvements and any subsequent work undertaken by or on behalf of Sublessee
(including, without limitation, alteration, repair, and restoration work) prior to delinquency.
Sublessee shall not cause or allow any lis pendens, construction, labor, mechanic’s or
materialman’s lien to be filed against the Premises, the Sublease Premises, Sublessor, the County,
or the real or personal property of Sublessor or the County. In the event of the filing of any such
lien or any other charge whatsoever against the Premises, the Sublease Premises, Sublessor, the
County, or the real or personal property of Sublessor or the County, Sublessee shall immediately
take all necessary action to secure the release of same and shall provide, at Sublessee’s expense,
all bonds, security or undertakings to accomplish the release of such liens. Sublessee shall, at its
expense, pay and satisfy any adverse judgment that may be rendered before the enforcement
thereof against the Sublease Premises, the Premises, Sublessor, or the County, or any real or
personal property owned by Sublessor or the County. In the event Sublessee fails to secure the
release of any such liens, then Sublessor and/or County shall have the right, but not the duty or
obligation, to take any action it deems appropriate to secure the release of any such lien including
paying the underlying obligation to the lienor. Sublessee hereby indemnifies and holds Sublessor
and the County free and harmless of, from and against, all liability for any and all such liens,
together with all costs and expenses in connection therewith (including reasonable attorneys’ fees).
Notwithstanding anything to the contrary, if Sublessee shall in good faith contest the validity of
any lien, claims or demand, Sublessee shall, at its expense, furnish to Sublessor and the County a
surety bond, satisfactory to them in their sole discretion, in an amount equal to the contested lien,
and Sublessee shall indemnify and hold the Sublessor Indemnitees harmless from and against
liability related to or arising from such contest. Sublessor and the County shall also have the right,
during Sublessee’s construction of the Initial Improvements and any alteration, addition, or
improvement thereafter, to post such notices of non-responsibility as may be permitted by
applicable Law.
7. Employees and Contractors.
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7.1 Generally. Sublessee shall employ people to work at the Sublease Premises
who are courteous and well mannered. Subject to the Americans with Disabilities Act, Sublessee
shall supply competent employees, who are physically capable of performing their employment
duties. There shall be an after-hours contact person available by telephone and the contact phone
number shall be provided to Sublessor and the County Manager or the County Manager's designee.
7.2 Work Authorizations. By executing and entering into this Sublease,
Sublessee is formally acknowledging without exception or stipulation that it is fully responsible
for complying with the provisions of the Immigration Reform and Control Act of l986 as located
at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended, and Chapter
448, Florida statutes. Failure by Sublessee to comply with the laws referenced herein shall
constitute a breach of this Sublease, and Sublessor shall have the discretion to unilaterally
terminate this Sublease consistent with the termination provisions provided herein. Statutes and
executive orders require employers to abide by the immigration laws of the United States and to
employ only individuals who are eligible to work in the United States The Employment Eligibility
Verification System (E-Verify) operated by the Department of Homeland Security (DHS) in
partnership with the Social Security Administration (SSA), provides an Internet based means of
verifying employment eligibility of workers in the United States; it is not a substitute for any other
employment eligibility verification requirements. Sublessee is required (and shall cause its
contractors) to enroll and comply with the E-Verify program, and provide acceptable evidence of
its enrollment, at the time of the execution of this Sublease and thereafter upon receipt of a written
request from Sublessor. Acceptable evidence consists of a copy of the properly completed
E-Verify Company Profile page or a copy of the fully executed E-Verify Memorandum of
Understanding for Sublessee or its contractor, as applicable. Additionally, Sublessee shall require
all subcontracted contractors working at the Sublease Premises to use the E Verify system
consistent with Title 8 of the United States Code, Chapter 448, Florida Statutes, and all applicable
Laws. For additional information regarding the Employment Eligibility Verification System (E-
Verify) program visit the following website: http://www.dhs.gov/E-Verify and Section 448.095,
Florida Statutes. It shall be Sublessee’s responsibility to familiarize themselves with all rules and
regulations governing this program.
8. Use.
8.1 Sublessee shall use the Sublease Premises for the operation of a First Tee
program, including classrooms, offices, conference rooms, and storage, consistent with a majority
of other First Tee programs in the United States, and for no other purpose whatsoever, subject to
and in compliance with all other provisions of this Sublease, the Rules, the Master Lease, and all
applicable Laws. Sublessee shall conduct its operations at all times in a first-class and professional
manner consistent with reputable standards and practices, and the high reputation of the Golf
Complex. Except as expressly provided herein, Sublessee shall have access to the Sublease
Premises and Sublessee’s Reserved Parking Spaces (as defined below) twenty-four (24) hours per
day, seven (7) days per week, three hundred sixty-five (365) days per year.
8.2 Notwithstanding anything to the contrary:
8.2.1 Sublessor may prevent or restrict access to the Golf Complex or
portions thereof (excluding the Sublease Premises) by such reasonable security procedures as
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Sublessor may from time to time impose on days and hours when the Golf Complex is, or portions
thereof are, closed for business to the public.
8.2.2 Sublessor reserves the right to control, prevent access by and
remove, any person whose presence in the reasonable judgment of Sublessor shall be prejudicial
to the safety, character, reputation, and interests of the Golf Complex or who, in the reasonable
judgment of Sublessor, is intoxicated or under the influence of liquor or drugs.
8.2.3 Sublessor shall have the right (but not the obligation) to limit or
prevent access to all or any portion of the Golf Complex, activate emergency controls or
procedures, or otherwise take such action or preventive measures deemed necessary by Sublessor,
in its reasonable discretion, for the safety of persons and property at the Golf Complex in case of
a casualty, Force Majeure Event, or other dangerous condition, or threat thereof. If Sublessor
exercises its right pursuant to this Section, it shall provide notice to Sublessee as soon as reasonably
practicable (which may be telephonic), and Sublessor and Sublessee shall cooperate in good faith
to resolve the condition limiting or prohibiting access as soon as reasonably practicable.
8.2.4 Sublessor shall have the right to close all or a portion of the Golf
Complex to prevent a dedication thereof to public use or otherwise prevent the acquisition of public
rights in such areas upon at least forty-eight (48) hours’ prior written notice to Sublessee.
8.2.5 Sublessor shall have the right to close all or a portion of the Golf
Complex for private events (i) at any time outside of the Program Hours (“Off-Hours Events”),
and (ii) up to fifteen (15) times each year during the Program Hours (“Special Events”; together
with the Off-Hours Events, the “Private Events”). “Program Hours” means September 1 through
May 31, Monday through Friday 3 p.m. to 6:30 p.m. and Saturday and Sunday after 3 p.m., and
June 1 through August 31, Monday through Friday 8 a.m. to 2 p.m. and Saturday and Sunday after
10:30 a.m. Sublessor shall provide Sublessee with at least fifteen (15) days prior written notice of
Off-Hours Events and sixty (60) days prior written notice of Special Events. Sublessor shall use
good faith efforts to schedule Special Events throughout the calendar year so as to avoid
unreasonably and materially interfering with Sublessee’s programming at the Sublease Premises
in any month. During the Private Events, Sublessor may limit Sublessee’s right to use the parking
areas, excluding the Reserved Parking Spaces utilized by Sublessee’s vans. For the avoidance of
doubt, Sublessor shall have the right to close Sublessor’s hitting bays at any time without prior
notice to Sublessee.
8.3 Sublessee shall conduct its business at the Sublease Premises under the
trade name of “First Tee - Naples/Collier.” Any advertising utilized by Sublessee that in any
manner involves Sublessor, including use of Sublessor’s name or the name of the Golf Complex,
their respective logos, shall require Sublessor’s prior written approval, given in Sublessor’s sole
discretion. Any advertising utilized by Sublessor that in any manner involves Sublessee, including
use of Sublessee’s name or Sublessee’s logos shall require Sublessee’s prior written approval,
given in Sublessee’s sole discretion.
8.4 All signs, advertising, banners or similar objects used in connection with or
exhibited on the exterior of the Sublease Premises shall be subject to the prior written approval of
Sublessor, which shall not be unreasonably withheld, conditioned or delayed, and shall conform
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with applicable Laws. Sublessee shall pay all costs associated with its signs, advertising, banners,
and similar objects. Sublessee shall remove all of its signs, banners, displays and like objects at
the expiration or earlier termination of this Sublease and shall repair all damage and close any
holes caused or revealed by such removal. Sublessee shall place signage in prominent locations
approved by Sublessor within and upon the exterior of the Sublease Premises (e.g., at the entrance
or guest check in area for the Sublease Premises) that states “THE FIRST TEE NOT OWNED BY
OR AN AFFILIATE OF THE GATE GOLF CLUB INC.”, provided that such signage shall not
exceed two (2) feet in width and two (2) feet in height. Subject to the terms of this Sublease,
Sublessee may install signage indicating that the Sublease Premises is closed to the general public
and anyone entering the Sublease Premises without permission is trespassing.
8.5 Sublessee shall not commit any waste or any public or private nuisance
upon the Sublease Premises.
8.6 Use of the Sublease Premises by Sublessee shall be subject to all rules and
regulations applicable to the Golf Complex and any rules and regulations pertaining to construction
on or about the Premises that may be promulgated by Sublessor from time to time (collectively,
the “Rules”). In the event of a conflict between the terms of this Sublease and the Rules, this
Sublease shall control. Sublessee shall fully comply and shall cause its employees, representatives,
agents, affiliates, clients, invitees and Sublessee Participants to fully comply with (i) the Rules,
and (ii) all rules and regulations made by the County from time to time regarding the operation of
the Premises from time to time. Attached hereto as Exhibit G are the proposed initial Rules.
8.7 Sublessee shall obtain and maintain, at Sublessee’s cost, all licenses,
permits, and approvals required in connection with the Sublease Premises and Sublessee’s
operations in or about the Sublease Premises throughout the Term. Sublessee, at its sole cost and
expense, shall comply and shall cause its employees, representatives, agents, affiliates, clients,
invitees and Sublessee Participants to comply, with all Laws affecting the Premises, including
without limitation, all Laws affecting the use, occupancy, improvements, alterations, cleanliness,
safety, and operation of the Sublease Premises.
8.8 Sublessee shall not cause or permit any Hazardous Material (hereinafter
defined) to be brought upon, generated, transported through, stored, kept, used, discharged,
released or disposed in or about the Sublease Premises or the Premises by Sublessee, its affiliates,
or their respective employees, representatives, agents, affiliates, clients, invitees, contractors,
subcontractors, and Sublessee Participants. “Hazardous Material” shall mean and include any
element, constituent chemical substance, compound or mixture that is defined in, included under
or regulated by any local, state or federal law, rule, ordinance or regulation pertaining to
environmental regulation, contamination, clean-up or disclosure, including, but not limited to the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource
Conservation and Recovery Act, the Toxic Substances Control Act, the Clean Water Act, the Clean
Air Act, the Marine Protection Research and Sanctuaries Act, the Occupational Safety and Health
Act, the Superfund Amendments and Reauthorization Act of 1986, and all other super lien or
environmental clean-up or disclosure statutes including all state and local counterparts of such
laws (collectively, “Environmental Laws”). Sublessee shall notify Sublessor immediately of the
transportation, storage, presence, release, use, generation, release, discharge, or disposal of any
Hazardous Material on or near the Sublease Premises or the Premises, and of any notice or other
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communication received by Sublessee alleging the transportation, storage, presence, release, use,
generation, release, discharge, or disposal of any Hazardous Material on or near the Sublease
Premises or the Premises. Sublessee shall indemnify, defend, and hold harmless Sublessor, its
affiliates and assignees, the County, and their respective parents, subsidiaries, affiliates,
employees, officers, partners, agents, representatives, members, and mortgagees (collectively, the
“Sublessor Indemnitees”) from any and all claims, sums paid in settlement of claims, judgments,
damages, clean-up costs, penalties, fines, costs, liabilities, losses or expenses (including attorneys’,
consultants’ and experts’ fees and any fees by the Sublessor Indemnitees to enforce this
indemnification), foreseen and unforeseen, that arise directly or indirectly as a result of Sublessee’s
breach of the obligations herein. Sublessee’s obligations hereunder shall survive the expiration or
earlier termination of this Sublease and shall survive any transfer of Sublessor’s interest in the
Premises to any party, including the County.
9. Entry. Sublessee shall permit Sublessor or Sublessor’s agents, representatives, or
employees to enter the Sublease Premises at all reasonable times, provided however such access
shall require prior and reasonable notice at least twenty-four (24) hours in advance to inspect the
Sublease Premises (except in the event of an emergency, in which case, Sublessor shall provide
notice as soon as reasonably practicable) to determine whether Sublessee is complying with the
terms of this Sublease and to do other lawful acts that may be necessary, in Sublessor’s reasonable
discretion, to protect Sublessor’s interest in the Sublease Premises or to perform Sublessor’s duties
or exercise Sublessor’s rights under this Sublease.
10. Parking. Subject to the Rules and all applicable Laws, Sublessee or Sublessee’s
agents, representatives, employees, or Sublessee Participants shall be permitted to park in the
parking areas located on the Sublease Premises and such other parking as may be designated by
Sublessor in its sole discretion on a non-exclusive basis. In no event shall the parking spaces which
Sublessee is permitted to utilize be less than the number of parking spaces required with respect
to the Sublease Premises under applicable Laws (inclusive of the Reserved Parking Spaces).
During the Term, Sublessee shall have the right to use eight (8) reserved standard parking spaces
from 9 A.M. to 6 P.M. Monday through Saturday and two (2) reserved van parking spaces at all
times (collectively, the “Reserved Parking Spaces”. The Reserved Parking Spaces are identified
on Exhibit B. Sublessee shall have the right to install and maintain signage on the Reserved
Parking Spaces indicating that such spaces are reserved for Sublessee’s use, provided (i) the
signage shall be subject to Sublessor’s and the County’s prior written approval, (ii) the signage
shall comply with all applicable Laws, and (iii) Sublessee shall not have the right to enforce its use
of the Reserved Parking Spaces in any manner, including, without limitation, removal of the
unauthorized vehicles. Sublessee shall defend, indemnify and hold harmless the Sublessor
Indemnitees from and against any and all claims, losses, liabilities damages and expenses,
including reasonable attorneys’ fees, arising from or relating to the use of the Reserved Parking
Spaces by Sublessee, except to the extent caused by Sublessor’s gross negligence or willful
misconduct. Sublessor shall have no obligation to monitor, patrol or enforce the vacancy and
availability of the Reserved Parking Spaces for Sublessee’s use nor shall Sublessor be liable in the
event an unauthorized individual parks in the Reserved Parking Spaces.
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11. License to Use Other Areas.
11.1 Subject to the terms of this Sublease and the Rules, Sublessor hereby grants
and conveys to Sublessee a non-exclusive license to allow Sublessee and its employees, coaches,
mentors, camp counselors, students, other youth participants, and other Sublessee representatives
(collectively, “Sublessee Participants”) access to and use of golf course, buildings constructed by
Sublessor that are open to the public, driving range, putting greens, and other golf practice facilities
now or hereafter located on the Premises (collectively, the “Golf Complex”) in accordance with
the First Tee Term Sheet dated April 4, 2024, a copy of which is attached hereto and incorporated
herein as Exhibit E (the “First Tee Term Sheet”). For clarification, the references to “20-50 First
Tee participants” in the First Tee Term Sheet means that up to fifty (50) youth who are active
participants in Sublessee’s programs per day shall be granted complimentary or discounted access,
as applicable.
11.2 Prior to accessing the Golf Complex for the first time, all Sublessee
Participants must execute a Release and Waiver Agreement in the form approved by Sublessor,
and Sublessee shall promptly provide copies of the Release and Waiver Agreements to Sublessor.
The initial form of Release and Waiver Agreement is attached hereto as Exhibit F. Sublessor shall
be permitted to maintain a list of all Sublessee Participants and their emergency contacts. Sublessee
will promptly notify Sublessor if a Sublessee Participant is no longer associated with Sublessee.
11.3 Sublessee shall use reasonable efforts to notify Sublessor in advance when
reserved tee times for the First Tee program can be released to the general public due to changes
in the attendance or schedule of Sublessee’s programs or Sublessee Participants.
11.4 Subject to availability, Sublessee Participants, who are over the age of 16
and have a valid driver’s license, may access and use golf carts at the golf course for their practice
rounds at a nominal charge, provided, however, Sublessor reserves the right to refuse access to or
use of the golf carts to any person for any reason in Sublessor’s sole discretion. In addition,
Sublessee Participants may access push carts at the golf course for their practice rounds at no
charge and subject to availability, and Sublessee Participants may bring and utilize their personally
owned push carts, provided that such push carts are in acceptable condition (i.e., the use of the
push cart will not damage the golf course or other areas of the Golf Complex) and comply with
the Rules. Sublessee Participants who are under the age of 16 may have a legal guardian who has
a valid driver’s license access and drive them in golf carts at the golf course for their practice
rounds for a nominal charge and subject to availability. Additionally, Sublessee’s employees,
coaches, and volunteers shall be permitted to use any golf carts owned by Sublessee, provided that
Sublessee’s employees, coaches, and volunteers comply with the Rules and all applicable laws.
11.5 In connection with the use of the Golf Complex, Sublessee Participants will
observe and comply with the dress code and all applicable Laws and all Rules established by
Sublessor for the safety, security, care and cleanliness of the Golf Complex and the use and
enjoyment of the Golf Complex. Notwithstanding anything to the contrary, including the Rules,
Sublessee’s youth participants shall be permitted to wear t-shirts bearing the First Tee name and/or
logo at the Golf Complex, including the golf course. Unless otherwise stated herein, Sublessee
Participants do not have guest privileges and may not bring guests to the Golf Complex.
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11.6 Sublessor reserves the right to modify the days and times that the Golf
Complex is available for use by Sublessee Participants, provided that such modification shall not
alter Sublessee’s rights set forth in the First Tee Term Sheet. Notwithstanding the foregoing,
nothing contained herein or in the First Tee Term Sheet shall limit or restrict the right of Sublessor
to modify the days or times that the Golf Complex is open for regular operations or open to the
public, provided that such modification shall not materially reduce Sublessee’s access, on a
permanent or semi-permanent basis, from that as set forth in the First Tee Term Sheet. The use by
Sublessee Participants of the Golf Complex may be restricted from time to time for maintenance
or other limited purposes, and in such event, Sublessor shall provide advance notice to Sublessee
by phone or e-mail at least twenty-four (24) hours in advance, except in the case of an emergency
(in which case, Sublessor will provide notice as soon as reasonably practicable).
11.7 Sublessee understands that use of the Golf Complex and other
improvements at the Premises by Sublessee Participants and use of any equipment, including,
without limitation, the golf carts and push carts, involves inherent risks, dangers and hazards that
could result in serious injury or death. Sublessee hereby agrees to assume and accept all known
and unknown risks of injury arising out of its use of the Golf Complex, the Sublease Premises, the
Premises, and all improvements located on the Premises, including injury or death that results from
any cause, including, but not limited to, Sublessor’s negligence, the design of the Golf Complex
or other improvements and/or equipment, or the acts or omissions any third party. 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 SUBLESSOR.
11.8 To the fullest extent permitted by Law, Sublessee shall be solely responsible
for all claims, judgments, damages, penalties, fines, costs, liabilities, losses or expenses, foreseen
and unforeseen, directly or indirectly, related to or arising out of or in connection with Sublessee’s
and Sublessee Participants’ use of the Golf Complex, the Premises, any equipment, including,
without limitation, the golf carts and push carts, and any acts or omissions by Sublessee or any
Sublessee Participant. To the fullest extent permitted by Law, Sublessee shall indemnify and hold
the Sublessor Indemnitees harmless from and against all actions, claims, judgments, damages,
penalties, fines, costs, liabilities, losses or expenses (including attorneys’, consultants’ and experts’
fees and any fees by the Sublessor Indemnitees to enforce this indemnification), foreseen and
unforeseen, directly or indirectly, related to or arising out of or in connection with Sublessee’s and
Sublessee Participants’ use of the Golf Complex, the Premises, any equipment, including, without
limitation, the golf carts and push carts, and any acts or omissions by Sublessee or any Sublessee
Participant. The foregoing indemnification shall include, without limitation, any physical harm to
themselves or others and for any damages to the Golf Complex, the Premises, and other
improvements located on or at the Premises or to homes, vehicles, golf carts, or other personal
property caused by the acts or omissions of any Sublessee Participant, including, but not limited
to, damages or injuries caused by errant golf balls hit by a Sublessee Participant. Nothing herein
may be construed as a waiver of any defense or claim Sublessee and/or Sublessee Participants may
have against any third party.
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11.9 Sublessee acknowledges and agrees that 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 the Premises or for any item left
unattended, or for damage to vehicles on the driveways and parking areas at the Premises.
12. Financial Review and Quarterly Reporting Requirements. Sublessee
acknowledges that, pursuant to the Master Lease, Sublessor is required to make certain financial
disclosures and reports to the County, and Sublessee agrees to cooperate in good faith with any
requests from Sublessor related to such reporting. Without limiting the foregoing, Sublessee shall
provide to Sublessor, and Sublessor may provide to the County, Sublessee’s Form 990, Return of
Organization Exempt from Income Tax, on an annual basis. If requested by the County, Sublessee
shall also submit to the County a quarterly report by the tenth (10th) day of each quarter, which
shall include figures for total rounds played by Sublessee’s Participants for the quarter, broken
down by resident and non-resident, weekend and weekday, which shall also include a copy of
Sublessee’s State Sales and Use Tax Report, as prescribed by the State of Florida Revenue
http://dor.myflorida.com/dor/taxes/sales_tax.html#tab1. Sublessee’s failure to timely produce the
annual report or quarterly report (if requested by the County) shall be considered a material breach
of this Sublease.
13. Surrender of Sublease Premises. On the expiration or other termination of this
Sublease, Sublessee shall promptly surrender and deliver the Sublease Premises to Sublessor
peaceably, quietly and in good condition, reasonable wear and tear excepted, and shall leave the
Sublease Premises “broom clean” and free of debris. In the event Sublessee has made any
alterations or improvements to the Sublease Premises, including, without limitation, the Initial
Improvements, all such alterations and improvements shall automatically be the property of
Sublessor upon the expiration or termination of the Sublease and shall remain upon and be
surrendered with the Sublease Premises without any payment by Sublessor, except as set forth in
Section 2.2 above. Notwithstanding the foregoing sentence, all personal property of Sublessee
(excepting furniture, fixtures and equipment belonging to Sublessor as of the date of this Sublease
or purchased by Sublessor during the Term) not permanently affixed to the Sublease Premises and
that can be removed without material damage to the Sublease Premises (“Sublessee’s Personal
Property”) shall remain the property of Sublessee and, so long as Sublessee is not then in default
under this Sublease, may be removed by Sublessee prior to or at the 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 Sublessee’s Personal
Property. Sublessor shall have the right to keep any trade fixtures or to require Sublessee to remove
any trade fixtures from the Sublease Premises. If Sublessee fails to perform any repairs or
restoration or to remove any items from the Premises as required hereunder, including, without
limitation, Sublessee’s Personal Property, Sublessor may do so, and Sublessee shall pay Sublessor
the cost thereof upon demand. All property removed from the Sublease Premises by Sublessor
hereunder may be handled, discarded or stored by Sublessor at Sublessee’s expense, and Sublessor
shall in no event be responsible for the value, preservation or safekeeping thereof. All such
property shall at Sublessor’s option be conclusively deemed to have been conveyed by Sublessee
to Sublessor as if by bill of sale without payment by Sublessor. If Sublessor arranges for storage
of any such property, Sublessor shall have a lien against such property for costs incurred in
removing and storing the same. Sublessor’s obligations under this Section shall survive the
expiration or earlier termination of this Sublease.
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14. Holding Over. If Sublessee fails to surrender the Sublease Premises on the
expiration or earlier termination of this Sublease, Sublessee shall pay Sublessor a fee in the amount
of Five Hundred and 00/100 Dollars ($500.00) per day for each day Sublessee shall retain
possession of the Premises or any part thereof after expiration or earlier termination of this
Sublease, together with all damages sustained by Sublessor on account thereof. The foregoing
provisions shall not serve as permission for Sublessee to hold-over, nor serve to extend the Term
(although Sublessee shall remain a tenant at sufferance, bound to comply with all provisions of
this Sublease until Sublessee vacates the Premises). Sublessor shall have the right, at any time
after expiration or earlier termination of this Sublease or Sublessee’s right to possession, to re-
enter and possess the Premises and remove all property and persons therefrom, and Sublessor shall
have such other remedies for holdover as may be available to Sublessor under other provisions of
this Sublease or applicable Laws.
15. Master Lease. This Sublease is subject to and subordinate in all respects to the
Master Lease and all covenants, conditions and provisions thereof. All of the covenants,
agreements, terms, provisions and conditions of the Master Lease (including without limitation all
addenda, exhibits and schedules thereto) are incorporated herein as if set forth at length herein,
except those which by their nature or purport are inapplicable or inappropriate to the subleasing of
the Sublease Premises pursuant to this Sublease or are inconsistent with or modified or
supplemented by any of the terms, covenants or conditions of this Sublease. For the purposes of
the incorporation of the terms and provisions of the Master Lease herein, the term “Lessee or The
Gate” in the Master Lease shall mean and refer to Sublessee hereunder, and the term “Sublessor
or County” in the Master Lease shall mean and refer to Sublessor hereunder (except with respect
to any obligation on the part of “Lessor or County” as used in the Master Lease, as to which the
term “Lessor or County” as used in the Master Lease shall mean and refer to the County).
Notwithstanding anything herein to the contrary, the incorporation of the Master Lease herein shall
not obligate Sublessor, or be construed as causing Sublessor, to assume or agree to perform any
obligations of the County under the Master Lease or be responsible for any representations or
warranties of the County under the Master Lease.
15.1 Sublessee agrees, to the extent applicable, to comply with and abide by all
terms and provisions of the Master Lease (except that Rent hereunder shall be payable to Sublessor
as provided in this Sublease) and 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 the Sublease Premises during the Term. Sublessee shall not commit any act
that would constitute a default or event of default under the Master Lease. Sublessee agrees that,
with respect to the Sublease Premises, Sublessor shall have all rights vis-à-vis Sublessee that the
County has vis-à-vis Sublessor under the Master Lease. Such rights include, but are not limited
to: (i) the right to receive any notices that the County is entitled to receive under the Master Lease;
(ii) the right to require that Sublessee obtain Sublessor’s consent in any and all circumstances that
require the consent of the County under the Master Lease; and (iii) the right to be indemnified by
Sublessee against certain damages, costs and expenses as if the indemnity provisions under the
Master Lease applied to Sublessee and Sublessor instead of Sublessor and the County,
respectively.
15.2 Sublessee agrees that it will do nothing in, on or about the Sublease
Premises which would result in the breach by Sublessor of its undertakings and obligations under
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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, covenants,
warranties, agreements or undertakings of the County in the Master Lease, and Sublessee shall
look solely to the County (subject to and in accordance with the Master Lease and applicable Law)
with respect to the performance thereof. Sublessee will not do or cause to be done or suffer or
permit any act or thing to be done which would or might cause the Master Lease or the rights of
Sublessor as “Lessee” thereunder to be cancelled, terminated or forfeited or which would make
Sublessor liable for any increase in the amounts payable by Sublessor pursuant to the Master Lease,
unless Sublessee, on demand, reimburses Sublessor for any such additional amounts, or for any
damages, claims, or penalties payable by Sublessor under the Master Lease. In the event of any
default on the part of Sublessee under any of the terms, covenants, conditions, provisions or
agreements of the Master Lease which have been incorporated herein or of this Sublease, in either
case, beyond any applicable notice and grace period (as described in the Master Lease, and as
modified by this Sublease), Sublessor shall have all rights and remedies at law or in equity against
Sublessee including, but not limited to, such rights and remedies as are available to the County
against Sublessor under the provisions of the Master Lease, as incorporated herein. If the Master
Lease terminates as a result of a default or breach by Sublessee under this Sublease, then Sublessee
shall be liable to and indemnify Sublessor from the damage suffered as a result of such termination.
If the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the
partial or total damage, destruction, or condemnation of the Premises, the exercise of such right by
Sublessor shall not constitute a default or breach hereunder, and Sublessee agrees that Sublessor
shall be free to exercise any such right(s) as may be available to Sublessor without first obtaining
any approval from, or consulting with, or liability to, Sublessee.
15.3 In no event shall Sublessee have any rights under this Sublease with respect
to the Sublease Premises and the common areas greater than Sublessor’s rights as “Lessee” under
the Master Lease, and this Sublease does not confer upon Sublessee any rights or benefits, and
Sublessee shall not have any rights to exercise or benefit from any allowances, set-off rights or
renewal, extension or expansion rights conferred upon Sublessor by the Master Lease. All rights
and remedies reserved to or conferred upon the County with respect to the Premises are hereby
reserved to and conferred upon Sublessor with respect to the Sublease Premises.
15.4 The rights of Sublessor and the obligations of Sublessee set out in the other
provisions of this Sublease shall supplement, not be in lieu of, the rights of Sublessor and
obligation of Sublessee under this Section 15. Sublessor shall comply with all terms and
conditions of the Master Lease, and Sublessor shall promptly notify Sublessee in writing of any
written notice from the County received by Sublessor alleging an Event of Default by Lessee (as
defined in the Master Lease) or alleging a default in the performance of obligations under the
Master Lease that, with the passage of time, would constitute an Event of Default by Lessee.
15.5 Except as otherwise specifically provided herein, all time limits provided in
the provisions of the Master Lease incorporated herein for the giving of notice, the making of
demands, the performance of any act, condition or covenant, or the exercise of any right, remedy,
or option, are amended for the purposes of this Sublease by lengthening or shortening the same in
each instance by five (5) days, as appropriate, so that notices may be given, demands made, any
act, condition or covenant performed, or any right, remedy or option hereunder exercised by
Sublessor or Sublessee, as the case may be, within the time limit relating thereto contained in the
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Master Lease. By way of example, if the Master Lease allows fifteen (15) days for “Lessee”
thereunder to perform any act, or to undertake to perform such act, or to correct a failure relating
to the Sublease Premises or this Sublease, then Sublessee shall nevertheless be allowed ten (10)
days to perform such act, undertake and/or to correct such failure.
15.6 Sublessor shall not be required to dispute any determinations or other
assertions or claims of the County regarding the obligations of Sublessor under the Master Lease
for which Sublessee is responsible under the terms of this Sublease. Notwithstanding the
foregoing, Sublessor, at Sublessee’s sole cost and expense, agrees upon written request from
Sublessee to exercise commercially reasonable good faith efforts in attempting to cause the County
to perform its obligations under the Master Lease for the benefit of Sublessee. Sublessee shall
promptly reimburse Sublessor for any and all costs which Sublessor shall incur in expending such
efforts on behalf of Sublessee, and Sublessee does hereby indemnify and agree to hold Sublessor
harmless from and against any and all claims, liabilities, damages, costs and expenses (including,
without limitation, reasonable attorneys’ fees and disbursements) incurred by Sublessor in
expending such efforts. Nothing in this Section shall require Sublessor to commence a lawsuit or
arbitration proceeding against the County. If the County shall default under any of the provisions
of the Master Lease, such default shall not constitute a default by Sublessor under this Sublease
and Sublessor shall not be obligated to cure the County’s default. Except as expressly provided
herein, Sublessor shall have no obligation to enforce any right or remedy under the Master Lease
for Sublessee’s benefit.
15.7 The provisions of this Section shall survive the expiration or sooner
termination of this Sublease
16. Collier County and Sublessor Nonliability. The 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 occurrence in, on or about the Sublease Premises, the use of the Sublease Premises, or
any part thereof, or caused by or arising from any act or omission of Sublessor any of its agents,
employees, subtenants, licensees, invitees, or Sublessee Participants, or by or from any accident
in, on, or about the Premises, or any fire or other casualty thereon, or occasioned by the failure of
Sublessee or any subtenant, licensee or invitee of Sublessee to maintain the Sublease Premises or
cause the same to be maintained in a safe condition, or by any nuisance made or suffered thereon,
or (except for the gross negligence or willful misconduct of Sublessor) arising from any other
cause whatsoever. Except for the gross negligence or willful misconduct of the County or
Sublessor, as a material part of the consideration of this Sublease, Sublessee hereby waives all
claims and demands against the County and Sublessor, hereby indemnifies and agrees to defend
and hold Sublessor and the County entirely free and harmless of, from and against, all liability for
claims of other persons for any such loss, damage or injury, together with all costs and expenses
arising therefrom. Without limiting the foregoing, Sublessee agrees to look solely to Sublessor’s
interest in the Sublease Premises (and rental proceeds) for the recovery of any judgment against
Sublessor, and Sublessor shall not be personally liable for any such judgment or deficiency after
execution thereon. In no event shall Sublessor or the County be liable to Sublessee for any
consequential, punitive, exemplary or speculative damages. The terms of this Article will survive
the expiration or earlier termination of this Sublease.
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17. Insurance.
17.1 Sublessee shall maintain so called “All Risk” property insurance on the
Sublease Premises to include “Special Form” coverage, including windstorm, flood, vandalism,
and malicious mischief covering the Sublease Premises buildings, improvements thereon and real
property, at replacement cost value as reasonably estimated by Sublessor, together 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 additional insureds on the All Risk property
insurance policy as their interest may appear, and Sublessee’s policy shall include a provision
requiring not less than ten (10) days prior written notice to Sublessor and the County in the event
of cancellation or reduction in policy(ies) coverage. Sublessee is responsible for any deductibles.
17.2 Sublessee shall provide and maintain worker’s compensation insurance
covering all employees meeting the then-existing statutory limits in compliance with the applicable
Laws. The coverage shall include Employer’s Liability with a minimum limit of One Hundred
Thousand and 00/100 Dollars ($100,000.00) per each accident. If such amounts are less than good
insurance industry practice would require or if the County is requiring increased or additional
insurance, Sublessor reserves the right to increase these insurance limits by providing Sublessee
with at least forty-five (45) days’ advance notice to initiate such policy limit increase.
17.3 Sublessee shall also maintain standard fire and extended coverage insurance
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 trade fixtures), personal
property and supplies, in an amount not less than the then-existing full replacement value.
17.4 Business automobile liability insurance, and business boat liability
insurance, for automobiles and boats used by Sublessee in the course 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 than good insurance industry practice would require or if the County is
requiring increased or additional insurance, Sublessor reserves the right to increase these insurance
limits by providing Sublessee with at least sixty (60) days’ advance notice to initiate such policy
limit increase.
17.5 Pollution liability insurance covering the accidental discharge and clean-up
of pollutants shall be maintained by Sublessee in an amount of not less than One Million and
00/100 Dollars ($1,000,000) per occurrence. Such coverage shall cover third party liability and
clean up coverage.
17.6 Commercial general liability insurance shall be maintained in an amount of
not less than Three Million and 00/100 Dollars ($3,000,000) in the aggregate, which may be
satisfied by a combination of primary and excess/umbrella liability policies (excess/umbrella
policies must be follow form). Sublessee’s commercial general liability insurance shall not have
exclusions for assault and battery or abuse and molestation. Sublessor reserves the right to increase
these insurance limits by providing Sublessee with at least forty-five (45) days’ advance notice to
initiate such policy limit increase.
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17.7 Builder’s risk insurance shall be obtained and secured by Sublessee at all
times during the construction of any 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 full cost of the
improvements. Sublessee is responsible for any deductibles.
17.8 Sublessor and the County shall be added and continuously maintained as an
additional insured on a primary and non-contributory basis on all policies of insurance required
under this Section. Evidence of such insurance shall be provided to Sublessor and the County at
1130 Creekside Parkway # 112666 Naples, FL 34801 and the Collier County Risk Management
Division, 3311 East Tamiami Trail, Administration Building, Naples, Florida, 34112, for approval
prior to the commencement of this Sublease, and Sublessee’s policies shall include a provision
requiring not less than ten (10) days prior written notice to Sublessor in the event of cancellation
or reduction in policy(ies) coverage. If such amounts are less than good insurance practice would
require, Sublessor reserves the right to reasonably amend their insurance requirements by issuance
of notice in writing to Sublessee, whereupon receipt of such notice Sublessee shall have thirty
(30) days in which to obtain such additional insurance. The issuer of any policy must have a
Certificate of Authority to transact insurance business in the State of Florida and must be consistent
with Sublessee’s customary insurance policies or better. Each insurer must be responsible and
reputable and must have financial capacity consistent with the risks covered. Each policy must
contain an endorsement to the effect that the issuer waives any claim or right of subrogation to
recover against Sublessor, the County, and their respective employees, representatives, and agents.
17.9 At all times during the Term, Sublessee agrees to cause Sublessee’s agents,
contractors, or subcontractors to keep and maintain workmen’s compensation insurance and other
forms of insurance as may from time to time be required by Law or may otherwise be necessary
to protect Sublessor, the County, the Sublease Premises, and the Premises from claims of any
person who may at any time work on or about the Sublease Premises, whether as a servant, agent,
or employee of Sublessee or otherwise. This insurance shall be maintained at the expense of
Sublessee or Sublessee’s agents, contractors, or subcontractors and not at the expense of Sublessor.
17.10 Failure to continuously abide with all of these insurance provisions shall be
deemed to be a material breach of this Sublease and Sublessor and Sublessee, as applicable, shall
have the remedies set forth herein or available to Sublessor at law or in equity.
17.11 Except for claims arising from Sublessor’s intentional misconduct or
grossly negligent acts that are not covered by Sublessee’s insurance required to be maintained
hereunder or actually maintained by Sublessee, Sublessee waives all claims against Sublessor for
injury or death to persons, damage to property or to any other interest of Sublessee sustained by
Sublessee or any party claiming through Sublessee resulting from: (i) any occurrence in or upon
the Sublease Premises, (ii) leaking of roofs, bursting, stoppage or leaking of water, gas, sewer or
steam pipes or equipment, including sprinklers, (iii) wind, rain, snow, ice, flooding, freezing, fire,
explosion, earthquake, excessive heat or cold, fire or other casualty, (iv) the Sublease Premises,
the Premises, or any portion thereof being defective, out of repair, or failing, and (v) vandalism,
malicious mischief, theft or other acts or omissions of any other parties. To the extent that
Sublessee is required to carry insurance hereunder or does carry insurance, Sublessee agrees that
Sublessee’s property loss risks shall be borne by such insurance, and Sublessee agrees to look
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solely to and seek recovery only from its insurance carriers in the event of such losses. For
purposes hereof, any deductible amount shall be treated as though it were recoverable under such
policies.
18. Assignment and Subletting.
18.1 Sublessee shall not voluntarily, by operation of law, or otherwise (i) assign,
mortgage, pledge, hypothecate, encumber, permit any lien to attach to, or otherwise transfer, this
Sublease or any interest hereunder, by operation of law or otherwise, (ii) sublet the Sublease
Premises or any part thereof, or (iii) permit the use of the Sublease Premises by any parties other
than Sublessee (all of the foregoing are hereinafter referred to collectively as “Transfers” and any
party to whom any Transfer is made or sought to be made is hereinafter referred to as a
“Transferee”), without the County’s and Sublessor’s prior written consent, which may be withheld
in the sole discretion of the County and Sublessor. The receipt of Rent from any party other than
Sublessee shall not be deemed to be a consent to a Transfer, nor shall that receipt relieve Sublessee
of its obligation to pay Rent for the Term. Any Transfer without the County’s and Sublessor’s
prior written consent shall, at Sublessor’s option, be null, void and of no effect (which shall not be
in limitation of Sublessor’s other remedies), and Sublessor shall have the right to immediately
terminate this Sublease or declare Sublessee in default and proceed with all remedies granted
herein or available to Sublessor at law or in equity. Sublessor shall have the option, by giving
notice to Sublessee within thirty (30) days after receipt of Sublessee’s notice requesting consent
to any proposed Transfer, to recapture the Premises. Such recapture notice shall cancel and
terminate this Sublease as of the date stated in Sublessee’s notice as the effective date of the
proposed Transfer, unless Sublessee revokes Sublessee’s notice of proposed Transfer by notice to
Sublessor within ten (10) days after Sublessor’s notice of recapture. For purposes of this Sublease,
the term “Transfer” shall also include the following, whether accomplished directly or indirectly:
(i) a consolidation or merger of Sublessee; (ii) a change in the ownership or voting rights of more
than twenty five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii)
any sublease, assignment or transfer which would otherwise occur by operation of law, merger,
consolidation, reorganization, transfer or other significant change in corporate or proprietary
structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Sublessee,
with or without the specific assignment of this Sublease; and (v) a change in control. For the
avoidance of doubt, in no event shall a change of any of the board of directors or officers of
Sublessee in the ordinary course of business constitute a Transfer.
18.2 Sublessor is expressly given the right to assign any or all of its interest under
the terms of this Sublease. In the event of Sublessor’s assignment of this Sublease, Sublessor shall
be relieved of all liability under this Sublease, or arising out of any act, occurrence or omission
relating to the Sublease Premises or this Sublease from and after the date of such assignment.
Additionally, if Sublessor assigns this Sublease to another party, such other party shall thereupon
be and become sublessor hereunder and shall be deemed to have fully assumed and be liable for
all obligations of this Sublease to be performed by Sublessor. Sublessor shall attorn to such other
party, and Sublessor or such successor owner shall, from and after the date of conveyance, be free
of all liabilities and obligations hereunder.
19. Subordination. This Sublease is subject and subordinate to all mortgages now or
hereafter placed upon the Premises, and all other encumbrances and matters of public record
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applicable to the Premises, including, without limitation, any reciprocal easement or operating
agreements, covenants, conditions and restrictions. If any foreclosure or power of sale proceedings
are initiated by any lender or a deed in lieu is granted (or if any ground lease is terminated),
Sublessee agrees, upon written request of any such lender or any purchaser at such sale, to attorn
and pay Rent to such party and to execute and deliver any instruments necessary or appropriate to
evidence or effectuate such attornment. In the event of attornment, no lender shall be: (i) liable
for any act or omission of Sublessor, or subject to any offsets or defenses which Sublessee might
have against Sublessor (prior to such lender becoming Sublessor under such attornment); (ii) liable
for any security deposit or bound by any prepaid Rent not actually received by such lender; or
(iii) bound by any future modification of this Sublease not consented to by such lender. Any lender
may elect to make this Sublease prior to the lien of its mortgage, and if the lender under any prior
mortgage shall require, this Sublease shall be prior to any subordinate mortgage; such elections
shall be effective upon written notice to Sublessee. Sublessee agrees to give any lender by certified
mail, return receipt requested or nationally recognized air courier service, a copy of any notice of
default served by Sublessee upon Sublessor, provided that prior to such notice, Sublessee has been
notified in writing (by way of service on Sublessee of a copy of an assignment of leases, or
otherwise) of the name and address of such lender. Sublessee further agrees that if Sublessor shall
have failed to cure such default within the time permitted Sublessor for cure under this Sublease,
any such lender whose address has been so provided to Sublessee shall have an additional period
of thirty (30) days in which to cure (or such additional time as may be required due to causes
beyond such lender’s control, including time to obtain possession of the Premises by power of sale
or judicial action). The provisions of this Section shall be self-operative; however, Sublessee shall
execute such documentation as Sublessor or any lender may request from time to time in order to
confirm the matters set forth in this Section in recordable form. To the extent not expressly
prohibited by Law, Sublessee waives the provisions of any Law now or hereafter adopted which
may give or purport to give Sublessee any right or election to terminate or otherwise adversely
affect this Sublease or Sublessee’s obligations hereunder if such foreclosure or power of sale
proceedings are initiated, prosecuted or completed.
20. Default. Any of the following events or occurrences shall constitute a material
breach of this Sublease by Sublessee (each an “Event of Default”):
20.1 The failure by Sublessee to pay any amount in full when it is due under this
Sublease, and such failure continues for five (5) days after written notice from Sublessor of such
failure;
20.2 The failure by Sublessee to perform any obligation under this Sublease,
which by its nature Sublessee has no capacity to cure;
20.3 The failure by Sublessee to perform any other obligation under this
Sublease, if the failure has continued for a period of twenty (20) days after Sublessor demands in
writing that Sublessee cure the failure. If, however, by its nature the failure cannot 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 this is conditioned upon Sublessee’s promptly commencing to cure within the
twenty (20) day period and is thereafter diligently completing the cure. Sublessee shall indemnify
and defend Sublessor against any liability, claim, damage, loss, or penalty that may be threatened
or may in fact arise from that failure during the period the failure is uncured; or
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20.4 The abandonment of the Sublease Premises by Sublessee or a cessation of
Sublessee’s use of the Premises for a period of thirty (30) consecutive days; or
20.5 (i) making by Sublessee of any general assignment for the benefit of
creditors, (ii) a receiver, conservator, custodian, liquidator, creditors' committee, board of
inspectors, or trustee of Sublessee or of any of the property of Sublessee is created, engaged,
retained, procured, authorized or appointed in the United States or under any law of any foreign
country by the order or decree of any court or agency or supervisory authority having jurisdiction;
or Sublessee becomes a debtor under the Bankruptcy Code of the United States or under the law
of any foreign country, or becomes the subject of an order for relief, or becomes bankrupt or
insolvent; or any of Sublessee’s property is sequestered, seized or attached in the United States or
under any law of any foreign country by court order or decree; or a complaint, petition or similar
pleading is filed by or against Sublessee under any bankruptcy, reorganization, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction, in the United States or in
any foreign country, whether such law is now in existence or hereafter in effect; (iii) Sublessee’s
convening of a meeting of its creditors or any class thereof for the purpose of effecting a
moratorium upon or composition of its debt, or (iv) Sublessee’s insolvency or admission of an
inability to pay its debts as they mature.
21. Remedies. Upon the occurrence of an Event of Default, Sublessor, in addition to
any other rights or remedies available to Sublessor at law or in equity, which shall be distinct,
separate, and cumulative with any other right or remedy provided herein, shall have the right to:
21.1 Terminate this Sublease and all rights of Sublessee under this Sublease by
giving Sublessee written notice that this Sublease is terminated, in which case Sublessor may
recover from Sublessee any unpaid Rent that had been earned at the time of termination.
21.2 Continue this Sublease and from time to time, without terminating this
Sublease, either
21.2.1 recover all Rent and other amounts payable as they become due; or
21.2.2 relet the Sublease Premises or any part on behalf of Sublessee on
terms and at the Rent that Sublessor, in Sublessor’s sole discretion, may deem advisable, all with
the right to make alterations and repairs to the Sublease Premises, at Sublessee’s cost, and apply
the proceeds of reletting to the Rent and other amounts payable by Sublessee. To the extent that
the Rent and other amounts payable by Sublessee under this Sublease exceed the amount of the
proceeds from reletting, Sublessor may recover the excess from Sublessee as and when due.
21.3 Upon the occurrence of an Event of Default, Sublessor shall also have the
right, with or without terminating this Sublease, to re-enter the Sublease Premises and remove all
persons and property from the Sublease Premises. Sublessor may store the property removed from
the Sublease Premises in a public warehouse or elsewhere at the expense and for the account of
Sublessee.
21.4 None of the following remedial actions, alone or in combination, shall be
construed as an election by Sublessor to terminate this Sublease unless Sublessor has in fact given
Sublessee written notice that this Sublease is terminated or unless a court of competent jurisdiction
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decrees termination on this Sublease; any act by Sublessor to maintain or preserve the Sublease
Premises; any efforts by Sublessor to relet the Sublease Premises; any 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
actions without terminating this Sublease, Sublessor may nevertheless at any later time terminate
this Sublease by written notice to Sublessee.
21.5 After the occurrence of an Event of Default, Sublessor, in addition to or in
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 the expense of Sublessee, Sublessee shall,
upon demand, immediately reimburse Sublessor for all reasonable costs, including costs of
settlements, defense, court costs, and attorney fees, that Sublessor may incur in the course of any
cure.
21.6 Except where this is inconsistent with or contrary to any provisions of this
Sublease, no right or remedy conferred upon or reserved to either party is intended to be exclusive
of any other right or remedy, or any right or remedy given or now or later existing at law or in
equity or by statute. Except to the extent that either party may have otherwise agreed in writing,
no waiver by a party of any violation or nonperformance by the other party of any obligations,
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 covenant, agreement, or obligation nor shall
any forbearance by either party to exercise a remedy for any violation or nonperformance by the
other party be deemed a waiver by that party of the rights or remedies with respect to that violation
or nonperformance.
21.7 Sublessee acknowledges that in the event of a breach or threatened breach
of the provisions of this Sublease, Sublessor may suffer irreparable harm and monetary damages
alone will not be a sufficient remedy and, in addition to all other remedies available to Sublessor
at law and in equity, in such event Sublessor shall have the right, without prior demand or notice
except as required by applicable Law, to: (i) seek any equitable relief, including declaratory or
injunctive relief, and specifically enforce this Sublease or restrain or enjoin a violation of any
provision hereof, and Sublessee hereby waives any right to require Sublessor post a bond in
connection therewith, and (ii) sue for and collect any unpaid Rent which has accrued. Nothing
contained in this Sublease shall be construed as or shall have the effect of abridging such rights or
remedies.
22. Waiver of Breach. Any express or implied waiver of a breach of any term of this
Sublease shall not constitute a waiver of any further breach of the same or other term of this
Sublease; and the acceptance of Rent shall not constitute a waiver of any breach of any term of
this Sublease, except as to the payment of Rent accepted.
23. Estoppel Certificates. At any time, with at least fifteen (15) business days’ prior
notice, Sublessee or Sublessor as the case may be shall execute, acknowledge, and deliver to the
other a certificate certifying:
23.1 the Commencement Date and the Term of the Sublease and Master Lease,
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23.2 the amount of the Rent,
23.3 the dates to which Rent and other charges have been paid,
23.4 that this Sublease and the Master Lease is unmodified and in full force or,
if there have been modifications, that this Sublease and the Master Lease are in full force, as
modified and stating the date and nature of each modification,
23.5 that no notice has been received by the certifying party of any default under
the Sublease or Master Lease that has not been cured, except those defaults specified in the
certificate, and that, to the certifying party’s knowledge, no event has occurred that, but for the
expiration of the applicable time period or the giving of notice or both, would constitute an Event
of Default under this Sublease or the Master Lease, and
23.6 such other matters as may be reasonably requested by Sublessor or
Sublessee. Any certificate maybe relied on by the requesting party, the County, prospective
purchasers of the Premises or any part of it, mortgagees, or beneficiaries under any mortgage.
24. Attorney Fees. If any action at law or in equity is brought to recover any Rent or
other sums under this Sublease, or for or on account of any breach of or to enforce or interpret any
of the covenants terms or conditions of this Sublease or for the recovery of the possession of the
Sublease Premises, the prevailing party shall be entitled to recover from the other party as part of
prevailing party’s costs reasonable attorney fees, the amount of which shall be fixed by the court
and shall be made a part of any judgment rendered. If Sublessor or any of its officers, directors,
trustees, beneficiaries, partners, agents, affiliates or employees are made a party to any litigation
commenced by or against Sublessee and are not found to be at fault, Sublessee shall pay all costs,
expenses and reasonable attorneys’ fees incurred by Sublessor or any such party in connection
with such litigation. If Sublessee or any of its officers, directors, trustees, beneficiaries, partners,
agents, affiliates or employees are made a party to any litigation commenced by or against
Sublessor and are not found to be at fault, Sublessor shall pay all costs, expenses and reasonable
attorneys’ fees incurred by Sublessee or any such party in connection with such litigation.
25. Venue; Jury Trial. IN THE INTEREST OF OBTAINING A SPEEDIER AND
LESS COSTLY HEARING OF ANY DISPUTE, EACH OF SUBLESSOR AND
SUBLESSEE HEREBY EXPRESSLY WAIVES TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE
OTHER AND ANY RIGHTS TO A TRIAL BY JURY UNDER ANY STATUTE, RULE OF
LAW OR PUBLIC POLICY IN CONNECTION WITH ANY MATTER WHATSOEVER
ARISING OUT OF OR IN ANY WAY RELATING TO THIS SUBLEASE, THE
SUBLEASE PREMISES, THE PREMISES, OR THE MASTER LEASE. Although such jury
waiver is intended to be self-operative and irrevocable, Sublessor and Sublessee each further agree,
if requested, to confirm such waivers in writing at the time of commencement of any such action,
proceeding or counterclaim. If Sublessor commences any detainer suit, summary proceedings or
other action seeking possession of the Sublease Premises, Sublessee agrees not to interpose by
consolidation of actions, removal to chancery or otherwise, any counterclaim, claim for set-off,
recoupment or deduction of Rent, or other claim seeking affirmative relief of any kind (except a
mandatory or compulsory counterclaim which Sublessee would forfeit if not so interposed). Any
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182547446.6
action or proceeding brought by either party against the other for any matter arising out of or in
any way relating to this Sublease, the Sublease Premises or the Premises, shall be heard in the
County where the Premises is located.
26. Notices. Any notice, demand, or other communication which may or shall be given
under the terms of this Sublease shall be in writing and shall be (i) personally delivered, (ii) sent
by reputable overnight delivery service, or (iii) United States Registered or Certified Mail, return
receipt requested, postage prepaid, to the following addresses:
To Sublessor:
The Gate Golf Club, Inc.
Attention: President
1130 Creekside Parkway,
Suite 112666
Naples, FL 34108
With a copy to:
Perkins Coie LLP
Attn: Neva Wagner
110 North Wacker, Suite 3400
Chicago, IL 60606
To Sublessee:
Gulf Coast Junior Golf Tour, Inc.
d/b/a The First Tee of Naples/Collier
801 Anchor Rode Drive
Unit 203C
Naples, Florida 34103
Either party may change its address for the purpose of this Section by giving written notice of the
change to the other party in the manner provided in this Section. Every notice or other
communication hereunder shall be deemed to have been given as of the second business day
following the date of such mailing or dispatch by nationally recognized overnight courier service
(or as of any earlier date evidenced by a receipt from such nationally recognized overnight courier
service or the United States Postal Service), or immediately if personally delivered. Notices not
sent in accordance with the foregoing shall be of no force or effect until received by the foregoing
parties at such addresses required herein.
27. Successors. The terms, conditions and covenants of this Sublease shall be binding
on and shall inure to the benefit of each of the parties hereto and their respective successors and
permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any
other person.
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28
182547446.6
28. Partial Invalidity. Should any provision of this Sublease be held by a court of
competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Sublease
shall remain in full force and effect.
29. Entire Agreement. This instrument and the Exhibits attached hereto constitute the
entire agreement between Sublessor and Sublessee respecting the Sublease Premises, the leasing
of the Sublease Premises to Sublessee, the Rent, and the Term, and correctly sets forth the
obligations of Sublessor and Sublessee. Any agreement or representations respecting the Sublease
Premises or their leasing by Sublessor to Sublessee not expressly set forth in this instrument are
void.
30. Brokers. Sublessee shall defend, indemnify and hold Sublessor harmless from all
damages, judgments, liabilities and expenses (including attorneys’ fees) arising from any claims
or demands of any broker, agent or finder with whom Sublessee has dealt for any commission or
fee alleged to be due in connection with its participation in the procurement of Sublessee or the
negotiation with Sublessor of this Sublease. Sublessor shall defend, indemnify and hold Sublessee
harmless from all damages, judgments, liabilities and expenses (including attorneys’ fees) arising
from any claims or demands of any broker, agent or finder with whom Sublessor has dealt for any
commission or fee alleged to be due in connection with its participation in the procurement of
Sublessee or the negotiation with Sublessee of this Sublease.
31. Time of Essence. Time is of the essence in this Sublease.
32. Amendment. This Sublease may be modified only in writing signed by both
Sublessor and Sublessee.
33. Governing Law. This Sublease shall be governed by and construed in accordance
with Florida law.
34. Financing. Subject to the prior written consent of the County and Sublessor’s
lender, Sublessee may finance its improvements by using any and all of Sublessee’s leasehold
interest in the Sublease Premises as collateral.
35. Force Majeure. A “Force Majeure Event” means any of the following events:
(i) acts of God; (ii) floods, fires, earthquakes, explosions, hurricanes or other natural disasters;
(iii) war, invasions, hostilities (whether war is declared or not), terrorist threats, or riots or similar
acts of civil unrest; (iv) governmental orders, laws, or requirements; (v) embargoes or blockades
in effect after the date of this Sublease; (vi) epidemics, pandemics, or other national or regional
emergencies; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; and
(ix) other similar events beyond the reasonable control of the party whose performance is delayed
by reason of such events; provided in no event shall changes in economic or market conditions, or
financial or internal problems of the parties, or problems that can be satisfied by the payment of
money constitute a Force Majeure Event. If either Sublessor or Sublessee is delayed, hindered, or
prevented from the performance of any obligation required under this Sublease by reason of a
Force Majeure Event, the performance of such obligation shall be excused for the period of delay,
and the period for performance of any such obligation shall be extended as reasonably necessary
to complete performance after the delayed period. If a party desires to claim their performance
Page 3129 of 3896
29
182547446.6
was delayed, hindered, or prevented by a Force Majeure Event, the claiming party shall give
written notice to the other party within fifteen (15) days after the occurrence of the Force Majeure
Event stating the period of time the impact of the Force Majeure Event is expected to continue and
shall use diligent efforts to minimize the delay and other effects of such Force Majeure Event.
Notwithstanding anything to the contrary, the provisions of this paragraph shall in no way be
applicable to obligations to pay Rent or other monetary sums due under this Sublease.
[Signatures on following page]
Page 3130 of 3896
30
182547446.6
IN WITNESS WHEREOF, the parties have executed this Sublease to be effective as of
the date first above written.
SUBLESSOR:
The Gate Golf Club Inc,
a Delaware not for profit corporation
By: ____________________________
Printed Name: Daniel Hall
Title: Vice President
SUBLESSEE:
Gulf Coast Junior Golf Tour, Inc.,
a Florida not for profit corporation
d/b/a The First Tee of Naples/Collier
By: ____________________________
Printed Name: ___________________
Title: __________________________
Page 3131 of 3896
31
182547446.6
EXBIBIT A
PREMISES
Page 3132 of 3896
182547446.6
EXHIBIT B
SUBLEASE PREMISES
[Attached]
Page 3133 of 3896
Page 3134 of 3896
33
182547446.6
EXHIBIT C-1
SHARED SERVICES
1. Common area maintenance, including, without limitation, landscaping, walkways,
corridors, parking lots, pavers, and other hardscapes of the common areas and shared
outdoor spaces of the Premises (which, for the avoidance of doubt, shall exclude the golf
course).
2. Shared utilities infrastructure, including, without limitation, the sewer system, watermains,
and storm water drainage.
3. Management and regulation of pests, including insects, rodents, and other unwanted
animals, to maintain a safe, healthy, and sanitary environment within the common areas of
the Golf Complex
4. Security measures, including, without limitation, cameras, personnel, and other security
devices, systems, or technology, whether currently available or developed in the future,
provided by Sublessor for the common areas and outdoor areas in Sublessor’s sole
discretion. Sublessee acknowledges that it is solely responsible for providing security for
the Sublease Premises.
5. Exterior lighting for the common areas, including, without limitation, the parking areas,
walkways, and entrances.
6. All fire prevention systems and equipment that is utilized by or accessible to both Sublessor
and Sublessee, including, without limitation, sprinkler systems, fire or control panels,
detectors, notification devices, and fire extinguishers.
7. Emergency equipment that is utilized by or accessible to both Sublessor and Sublessee,
including, without limitation, emergency lighting, emergency exits and signage on the
exterior of the buildings, emergency intercoms (if applicable), first aid kits and AEDs, (it
being agreed that both Sublessee and Sublessor are responsible for providing such systems
for their respective premises).
8. Signage benefiting both Sublessee and Sublessor, such as monument signs, pylon signs,
directory signs, wayfinding signs, restroom signs, and signs which provide general
information regarding the Premises.
9. Trash and waste removal.
10. Such other expenses which are mutually agreed upon in writing by Sublessee and
Sublessor.
Page 3135 of 3896
182547446.6
EXHIBIT C-2
MASTER SITE PLAN
[Attached]
Page 3136 of 3896
TELTELTOBTOBTOBTOBTOBTOBTOBTOBTOBTOBTOBTOBTOBTOBTOBTOBTOBTOBTOBTOSTOSTOSBFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)BFO(D)LOADING ZONENO PARKINGFIRE LANENO PARKINGFIRE LANENO PARKINGFIRE LANEDNDNDN56.7'(50' MIN.)6'9'1
5
'
9.3'5'6'5'5'12'12'12'14'8'8'9.3'71.5'(50' MIN.)21.3'(5' MIN.)86.1'(50' MIN.)942.3'(50' MIN.)7.2'15'10'24'27.9'5'9.2'6'6'15.4'7'10'24'50' SETBACK83523-017713694THE GATE GOLF CLUB, INC.
1370 CREEKSIDE BLVD.
NAPLES, FL 34108
----------------
----------------
----------------
----------------
----------------
----------------
----------------
----------------
----------------N1" = 30'13694 - ME_PH3DESIGNEDMJBCHECKEDREVIEWEDAugust 2025N/ACLUB & DR - 1MATCHLINE - SHEET 91STOP SIGN (R01-01) W/24" WHITE STOP BAR(4' BEHIND CROSSWALK WHERE APPLICABLE)26" WHITE STRIPE3ADA DETECTABLE WARNINGPER FDOT INDEX 522-001 & 002LEGENDTRAFFIC DIRECTION(NO STRIPING REQUIRED)REQUIREDSETBACK MATRIX: (PER MPUD ORD.2023-52)NOTES:1 - NETTING AND SUPPORTING INFRASTRUCTURE FOR GOLF DRIVING RANGE ARE EXEMPT FROM MAX HEIGHTLIMITATIONS BUT WILL NOT EXCEED 200'. NON-PARKING LOT LIGHTING FOR DRIVING RANGE WILL BELIMITED TO 60' IN HEIGHT.2 - CLUBHOUSE, MAINTENANCE BUILDING, DRIVING RANGE, RESTAURANTS AND PRO SHOP USES SHALL BE AMINIMUM OF 50' FROM EXTERNAL RESIDENTIAL USES. PITCH AND CHIP PRACTICE AREA AND PUTTINGGREENS ARE NOT SUBJECT TO THE 50' SETBACK.N/AFROM COLLIER BLVDPROVIDED0'FROM SOUTH GC TRACTBOUNDARYFROM WEST PUDBOUNDARYFROM LAKES(MEASURED FROM LME)MAX. BUILDING HEIGHT 1:ZONEDACTUALFROM INTERNAL DRIVES(MEASURED FROM BOC)FROM GREENWAY0'PRINCIPAL USESREQUIRED 256.7'PROVIDED50'5'0'ACCESSORY USES50' AVG, BUT NOTLESS THAN 35'FROM NORTH GC TRACTBOUNDARY0'0'0'50'50'0'0'0'45'35'78PARKING WHEEL STOPS (SEE DETAIL)HANDICAP PARKING SIGN(SEE DETAIL)4566" WHITE STRIPE (2'-4' SKIP)2' CURB TAPER6' CURB TAPERPARKING CALCULATIONS: THE VILLAGE SITENOTES:*1 - PARKING SPACE REQUIREMENT PER LDC SECTION 4.05.04 G FOR GOLF COURSE.*2 - PER LDC SECTION 4.05.04 G FOR GOLF COURSE, 50% REDUCTION FOR DRIVING RANGE*3 - LOADING SPACE REQUIREMENT PER LDC SECTION 4.05.06 FOR RESTAURANTLAND USEBUILDING #6 FIRST TEEADMIN.(7,746 SF)1 SPACE / 200 SF39 SPACESREQUIREDTOTAL SPACESHANDICAP SPACESPROVIDED140 SPACES6 SPACESTOTAL SPACESHANDICAP SPACES180 SPACES6 SPACESBUILDING #4 CONCESSIONS(2,364 SF)BUILDING #1 RESTAURANT(5,624 SF)BUILDING #2 PRO SHOP(1,876 SF)BUILDING #3 CART BARN(5,436 SF)1 SPACE / 1,000 SF12 SPACES28 SPACES9 SPACES6 SPACESCODE RATIO *1SPACES REQUIRED1 SPACE / 200 SF1 SPACE / 200 SF1 SPACE / 200 SFGOLF COURSE(9 HOLES)4 SPACE / HOLE36 SPACESGOLF DRIVING RANGE(30 DRIVING TEES)1 SPACE / 2 DRIVING TEES8 SPACES *2PRACTICE PUTTING GREEN(2 PUTTING GREENS)1 SPACE / PUTTING GREEN2 SPACESPROP. TYPE D CURB (TYP.)COOLING TOWERS(BY OTHERS)5524'12'5'9'( TYP.)18'
(TYP.)24'24'9'( TYP.)18'
(TYP.)9'( TYP.)18'
(TYP.)8 (TYP.)TRANSITION TYPE D CURB TO TYPE F CURBPROP. TYPE D CURB (TYP.)PROP. TYPE D CURB (TYP.)PROP. TYPE D CURB (TYP.)PROP. TYPE D CURB (TYP.)177778 (TYP.)8 (TYP.)8'8'8'8'R 5'R 5'R 10'R
2
5
'R 5'R 5'
R 5'
R 5'
R
2
5
'
R
3
'R 3'R 2'R 25'R
3
'R 3'R 10'R 5'R 5'R
3
'R 10'R 25'R 3'R 10'R 29'R 12'R 32'R
5
'
R
5
'R 5'R 5'R
5
'R 10'R 50'96" DOUBLE YELLOW CENTERLINESTRIPING9VILLAGE & DRIVING RANGE - 1
SITE PLAN
PROJECT NAME:
DRAWING TITLE:ACAD FILE NAME:PLOT VIEW \ LAYOUTSHEETOFDESIGNED BY:DRAWN BY:CHECKED BY:REVIEWED BY:DATE:REVISIONSNO.DATE BY DATUM:LJA PROJECT #CLIENT NAME:ACAD FILE #30' UTILITY EASEMENT(O.R. BOOK 6175, PG. 3440)1010CLEAR SIGHT TRIANGLESBUILDING AREA CALCULATIONS8,227SQ.FT.BUILDINGPER LDCPER LDC(PARKING ONLY)PER FBCPER IMPACTFEESBUILDING #6FIRST TEE/ADMIN.BUILDING #1RESTAURANTBUILDING #4CONCESSIONSBUILDING #2PRO-SHOPBUILDING #3CART BARN5,999SQ.FT.2,590SQ.FT.2,054SQ.FT.5,713SQ.FT.11,906SQ.FT.13,759SQ.FT.2,442SQ.FT.2,353SQ.FT.5,434SQ.FT.7,746SQ.FT.5,624SQ.FT.2,364SQ.FT.1,876SQ.FT.5,436SQ.FT.8,301SQ.FT.6,027SQ.FT.2,590SQ.FT.2,054SQ.FT.5,713SQ.FT.* ALL BUILDING INFORMATION PROVIDED BY MHK ARCHITECTUREBUILDING #5PAVILLIONN/A2,265SQ.FT.N/AN/ABUILDING #7HITTING BAYSN/A10,640SQ.FT.N/AN/A942.3'71.5'21.3'86.1'N/AN/APROPOSED LONGPUTT COURSEPROPOSEDDRIVING RANGEPROPOSED NET200' MAX. HEIGHT ONSTRUCTURAL POLESPROPOSED NET200' MAX. HEIGHT ONSTRUCTURAL POLESTHE GATE
VILLAGE & DRIVING RANGE35'-9"25'-2"N/A30.6'13.2'111111192445BUILDING #1RESTAURANT(92 OUTDOOR SEATS)BUILDING #4CONCESSIONSBUILDING #2PRO SHOPBUILDING #3CART BARNBUILDING #5PAVILLION(UNENCLOSED,ROOFED)114 OUTDOOR SEATS)BUILDING #6FIRST TEE/ADMIN.AREA (AC.)%NOTE: AREA INCLUDES VILLAGE BASIN BOUNDARY ONLY. REFERENCE FOR WATERQUALITY AND PRETREATMENT CALCULATIONS.LAND USE SUMMARYTHE VILLAGE:BUILDINGVEHICULAR USEHARDSCAPELAKETOTAL IMPERVIOUS AREAOPEN SPACETOTAL PERVIOUS AREATOTAL0.030.000.530.000.5619.5319.5320.090.2%0.0%2.6%0.0%2.8%97.2%97.2%100%AREA (AC.)%0.631.712.771.196.3013.7913.7920.093.1%8.5%13.8%5.9%31.4%68.6%68.6%100%DESCRIPTIONEXISTINGPROPOSEDPROP. GOLF CARTPARKING SPACE (TYP.)N/AN/AN/AN/AN/AN/AN/ABUILDING #7GOLF HITTING BAYS(UNENCLOSED,ROOFED)24DABADDED GREASE INTERCEPTOR CALCS & UPDATED BUILDING AREAS04-28-2502
DABREVISED PER SFWMD COMMENTS05-15-25033 HATCHING LEGEND:PROP. ASPHALTPAVEMENTPROP. CONCRETEPROP. BUILDINGPROP. DECKPROP. LAKEPROP. ARTIFICIAL TURFPROP. BUILDING ROOFOVERHANGPROP. PAVERS11"NO PARKING FIRE LANE BY ORDER OF THE FIREDEPARTMENT" SIGN.SIGNS SHALL BE 12"x18" WITH A WHITEBACKGROUND & RED LETTERS. SIGNS SHALL BE AMAXIMUM OF 7FT HEIGHT FROM THE ROADWAY TOTHE BOTTOM OF THE SIGN.12TYPE D CURB, PAINTED YELLOW ALONG FIRE LANE.13LSPA SIGN (SEE DETAILS SHEET 25)BICYCLE PARKING(7 SPACES)1114FDC (FIRE DEPARTMENT CONNECTION) SIGNAGE1412131313121414141112DRIVING RANGETEE (TYP.)DABREVISED PER COUNTY COMMENTS06-18-2504 SIDEWALK TO PUBLIC R.O.W. TO CONNECTTO PLANNED PATHWAY ALONGWEST SIDE OF COLLIER BLVD.COUNTY DESIGNATED SPACEPROP. METER AND C.U.E.DUMPSTER ENCLOSURELOADING ZONE4444444444LOADING SPACES*31 SPACESLOADING SPACES1 SPACESBICYCLE PARKING:BICYCLE SPACES REQUIRED:5% OF VEHICLE REQUIREMENTS=7 SPACESBICYCLE SPACES PROVIDED:=7 SPACES44436' FUTURE R.O.W.COLLIER BLVD(BY OTHERS)200' R.O.WCOLLIER BLVD44411424OUTDOOR SERVING AREA SEATING NOTE:ALLOWABLE (PER PUD ORD. 24-38):MAX # OF OUTDOOR SERVING AREA SEATING = 350 SEATSPROVIDED:RESTAURANT EXTERIOR = 92 SEATSPAVILION (UNENCLOSED) = 114 SEATSTOTAL OUTDOOR DINING SEATS = 206 SEATSNOTES:HOURS OF OPERATION: 10 A.M. TO 12 A.M.LIVE PERFORMANCE/AMPLIFIED SOUND WILL BE PROVIDEDBUT WILL END BY 12:00 A.M.APPROXIMATE DISTANCES TO ADJACENT RESIDENTIAL USESARE SHOWN ON PREVIOUS SHEET.DABREVISED PER COUNTY REVIEW08-01-250555(1.08.02)(4.05.04.B.1)(502)(CODE OF LAWS74-108)5Date:Reviewed and Approved For:Permit IssuancePL202500000638/20/2025Page 3137 of 3896
182547446.6
EXHIBIT D
CONSTRUCTION SCHEDULE
[Attached]
Page 3138 of 3896
Mar Apr
Qtr 2, 2025
May Jun Jul
Qtr 3, 2025
Aug Sep Oct
Qtr 4, 2025
Nov Dec Jan
Qtr 1, 2026
Feb Mar Apr
Qtr 2, 2026
May Jun Jul
Qtr 3, 2026
Aug Sep Oct
Qtr 4, 2026
Nov Dec
1 SITE DEVELOPMENT PERMITTING 74 days 80 days 110 days 3/19/25 8:00 AM 8/19/25 5:00 PM
2 SDP 1 - Maintence 36 days 65 days 82 days 4/28/25 8:00 AM 8/19/25 5:00 PM
3 SDP 2 - Course 19 days 19 days 19 days 4/25/25 8:00 AM 5/21/25 5:00 PM
4 SDP 3 - Village 25 days 68 days 108 days 3/19/25 8:00 AM 8/15/25 5:00 PM
10 SWFMD Permit Sub & Appvl. - Village 74 days 67 days 89 days 4/11/25 8:00 AM 8/13/25 5:00 PM
11 SWFMD Permit Sub & appvl. - Golf Course 21 days 66 days 66 days 4/25/25 8:00 AM 7/25/25 5:00 PM
12 BUILDING PERMITTING 75 days 117 days 115 days 4/16/25 8:00 AM 9/23/25 5:00 PM
13 Maintence Facility Permitting 37 days 55 days 72 days 6/12/25 8:00 AM 9/19/25 5:00 PM
14 Village Building Permitting 75 days 117 days 115 days 4/16/25 8:00 AM 9/23/25 5:00 PM
15 COURSE CONSTRUCTION 275 days 380 days 380 days 4/14/25 8:00 AM 9/25/26 5:00 PM
16 Turf Stripping 45 days 98 days 98 days 4/14/25 8:00 AM 8/27/25 5:00 PM
17 Mass Excavation 67 days 67 days 67 days 4/28/25 8:00 AM 7/29/25 5:00 PM
18 Grassing 60 days 40 days 43 days 9/2/25 8:00 AM 10/30/25 5:00 PM
19 Course Available to Open 40 days 11 days 11 days 9/11/26 8:00 AM 9/25/26 5:00 PM
20 STRUCTURE CONSTRUCTION 279 days 303.875 da...303 days 9/24/25 8:00 AM 11/20/26 5:00 PM
21 Vertical Construction 279 days 282 days 282 days 9/24/25 8:00 AM 10/22/26 5:00 PM
22 Site Finishes 109.875 days 181.875 days 176.875 days 2/18/26 9:00 AM 10/22/26 5:00 PM
23 Project Completion 0 days 0 days 0 days 11/20/26 5:00 PM 11/20/26 5:00 PM
Name Baseline1 Dur...Baseline4 Dur...Duration Start Finish
11/20
03.19.25_The Gate Milestone Schedule - page1
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182547446.6
EXHIBIT E
FIRST TEE TERM SHEET
[Attached]
Page 3140 of 3896
EXHIBIT E
FIRST TEE TERM SHEET
BINDING TERM SHEET
The Gate Naples — Facilities Access for The First Tee of Naples/Collier
April 24, 2024
Reference is made to that certain Long-Term Lease and Operating Agreement ("Lease"),
anticipated to be entered into by and between The Gate Golf Club, Inc. ("The Gate") as Lessee, and
Collier County, a political subdivision of the State of Florida ("County"), as Lessor. This term sheet
(this "Term Sheet") evidences the general agreement of The Gate and The First Tee of Naples/Collier
("First Tee") relating to access for First Tee to the Golf Course (as defined in the Lease). First Tee
and The Gate are sometimes referred to herein as, "Party" or "Parties".
Facility: The redesigned Golf Course comprising a portion of the Golf Complex
(as defined in the Lease) located at 4100 Golden Gate Pkwy, Naples,
FL 34116.
Access During
First Tee Supervised
Programing Periods: Complimentary access for 20-50 First Tee participants during the
following periods when participating in First Tee supervised
programing* with tee time reservations when the Course is open to the
public:
3 September to May, Monday through Friday, 3PM to 6:30PM
D June to August, Monday through Friday, 8AM to 2PM
Discounted access for 20-50 First Tee participants during the following
periods when participating in First Tee supervised programing* with
tee time reservations when the Course is open to the public:
• September to May, Saturday and Sunday, after 3PM
3 June to August, Saturday and Sunday, after 10:30AM
*First Tee staff and volunteer coaches play for free during First Tee
supervised programming periods with tee time reservations when the
Course is open to the public.
Access Outside of
First Tee Supervised
Programming Periods: First Tee or Youth on Course participants with tee time reservations
play for a nominal fee when accompanied by a paying adult with tee
time reservations when the Course is open to the public outside of the
"First Tee Supervised Programing Periods" set forth above.
27
Page 3141 of 3896
Sublease:
Responsibilities:
Subject in all respects to the terms of the Lease, The Gate will agree to
sublease land to First Tee for purposes of building a clubhouse with
classrooms, offices, conference rooms and storage. The Gate will have
approval rights on the location and exterior design of any
improvements. The lease expense is contemplated to be S1/year and
the term will run commensurate with The Gate' lease with Collier
County. Nothing in the lease shall be inconsistent with The Gate's
Lease with Collier County. Collier County shall have the right to
review and approve any lease with First Tee.
First Tee will be responsible for 100% of the cost related to any
improvements located on the subleased property. First Tee will also be
required to carry and pay for any property, casualty, and liability
insurance necessary to adequately cover their operations at The Gate.
Definitive Agreements: During the Contingency Period (as defined in the Lease), the Parties
will enter into definitive agreements incorporating agreed upon
insurance requirements, indemnification obligations and such other
additional terms as the Parties may negotiate. First Tee and The Gate
will each pay their own costs and expenses in connection with this
Term Sheet and their respective due diligence activities.
Governing Lam This Term Sheet and the definitive agreements executed in connection
herewith shall be governed by and construed under the laws of the State
of Florida, without giving effect to any conflicts of law principles and
regardless of the laws that might otherwise govern under applicable
conflicts of laws principles.
Termination: This Term Sheet and the obligations herein are in all respects subject
to the terms and conditions of the Lease and shall automatically
terminate upon termination of the Lease.
(Signatures on following page.]
28
Page 3142 of 3896
If the foregoing terms and conditions are acceptable, please indicate such acceptance and
agreement by signing below on or before 114 . 2024.
The First Tee of Naples/Collier
Prindixdwkiaat( geivrgio
Date: 41241 011 2-024
one (signature)
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(Print "Tie)
()tie loess Two (eilikiiture) Witness Two (. More
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(print name)
The Gate Golf Club, LLC.
a Delaware not-for-profit corporation
Daniel Hall, Vice-President
Date:
ne (signatuie)—
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name)
(print name)
&1446.01
Page 3143 of 3896
37
182547446.6
EXHIBIT F
ASSUMPTION OF RISK. RELEASE AND INDEMNITY AGREEMENT
First Tee Participant:
Parent/Legal Guardian:
Phone Numbers:
Address:
Activity: Participation in First Tee activities, including all indoor and outdoor activities related
thereto at the golf course, and other certain golf practice facilities located in Naples, Collier
County, Florida (collectively the “Facilities”)
Assumption of Risk. First Tee Participant and I (references herein to “I” mean the parent/legal
guardian of such First Tee Participate) are aware that the Activity involves inherent risks, dangers,
and hazards that 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 cause serious injury or death.
First Tee Participant and I hereby freely agree to assume and accept all known and unknown risks
of injury arising out of the Activity, including, without limitation, any injury or death that results
from the use or design of the Facilities and/or equipment and any occurrence on or about the
Facilities.
Release and Indemnity. In exchange for The Gate Golf Club, Inc., a Delaware not-for-profit
corporation registered to do business in Florida (“The Gate”) allowing First Tee Participant to
participant in the Activity, First Tee Participant and I, on our own behalf and on behalf of our
respective family members, heirs, beneficiaries, assigns and all parties claiming by, through or
under either or both of us, do hereby RELEASE, INDEMNIFY AND HOLD HARMLESS The
Gate, its parents, affiliated and subsidiary companies, and their respective officers, directors,
agents, contractors, employees, heirs, successors, assigns, volunteers and guests from all liability
for any injury, death, illness (including but not limited to COVID-19), loss or damage connected
in any way whatsoever to participation in the Activity, including that which may result, directly or
indirectly, in whole or in part, from the negligence of The Gate, the acts, omissions, negligence or
willful misconduct of any third party, or from the design of the Facilities and/or equipment.
Medical. First Tee Participant and I give consent to emergency medical care and transportation
in order to obtain treatment in the event of injury, as First Tee or the Gate, may deem appropriate,
and I agree to accept full responsibility for the 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 treatment and transportation provided in the event of an emergency.
Property Loss. All personal property brought to the Activity is brought at the sole risk of the First
Tee Participant as to its theft, damage or loss.
Page 3144 of 3896
38
182547446.6
Photograph Permission. I give permission for First Tee and The Gate, to use, without limitation
or obligation, photographs, film footage or tape recordings that may include First Tee Participant’s
image or voice for purposes of promoting the First Tee or The Gate’s programs.
Severability. Any provision or portion of this Agreement found to be invalid by the courts having
jurisdiction shall be invalid only with respect to such provision or portion. The remaining
provisions or portion hereof, shall be construed and enforced to the same effect as if such offending
provision or portion thereof had not been contained herein.
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. Neither First Tee Participant nor anyone in First Tee Participant’s immediate family has
experienced any of the following symptoms in the past seven days nor have they been on
medication to alleviate any such symptoms in the past seven days: cough, sore throat, fever,
shortness of breath, loss of smell and loss of taste. In the event First Tee Participant or anyone in
First Tee Participant’s immediate family experiences any of the foregoing symptoms, I will notify
The Gate immediately and will not bring First Tee Participant back to the Facilities.
I have authority to enter into this Agreement on behalf of the above-referenced First Tee
Participant and do hereby execute this Agreement on behalf of myself and First Tee Participant.
____________________________ __________________________________
Printed Name of Parent/Guardian Signature of Parent/Guardian Date
Page 3145 of 3896
182547446.6
EXHIBIT G
PROPOSED INITIAL RULES
1. All persons who enter or use any portion of the golf complex—including the clubhouse,
restaurant, hitting bays, putting green, parking areas, and golf course—agree to comply
fully with these Rules and Regulations, any posted signage, and all verbal instructions
issued by management or staff, and further agree that continued presence on the premises
constitutes acceptance of these terms.
2. Guests must conduct themselves at all times in a courteous, sportsmanlike, and respectful
manner toward fellow guests, employees, contractors, and the property itself; abusive
language, disorderly conduct, harassment, discrimination, or any behavior that interferes
with the enjoyment or safety of others is strictly prohibited.
3. Guests shall comply with all applicable federal, state, and local laws, ordinances, rules, and
regulations, including but not limited to those governing alcohol service and consumption,
controlled substances, smoking, and motor vehicle operation; any violation of law on the
premises constitutes a violation of these Rules.
4. Only persons properly registered with the golf shop or front desk may access the golf
course, hitting bays, or putting green; each player must possess a valid receipt or starter
slip and must begin play at the tee or bay and at the time assigned by staff.
5. Appropriate golf attire is required throughout the golf course. For men collared shirts or
mock turtlenecks, golf slacks or tailored shorts of Bermuda length, and for women collared
or crew-neck tops, golf dresses, skirts, skorts, or tailored shorts. Denim, athletic gym
shorts, cut-offs, tank tops, swimwear, or apparel with offensive graphics or language are
prohibited; golf shoes must have soft spikes only, and footwear must be worn at all times.
6. The restaurant, hitting bays, putting green, and patio reserve the right to set additional dress
standards; at a minimum, shirts and shoes are always required, and wet, muddy, or
excessively soiled apparel is not permitted inside food-service areas.
7. No outside food or beverages may be brought onto the premises without the prior written
consent of management; alcoholic beverages purchased on-site must be consumed only
within areas licensed for such service, and service may be refused to any person who
appears intoxicated, underage, or unable to produce valid government-issued identification
upon request.
8. Smoking, vaping, and the use of tobacco or marijuana products is strictly prohibited.
9. The possession, use, sale, or distribution of illegal drugs or drug paraphernalia on the
premises is strictly prohibited and will result in immediate removal and possible referral to
law enforcement.
Page 3146 of 3896
40
182547446.6
10. Firearms and other weapons are not permitted on the property except for sworn law
enforcement officers or as otherwise required by applicable law; any permissible firearm
must remain secured and concealed at all times.
11. Guests must follow all posted pace-of-play guidelines; groups that fall behind the
designated pace must accept the direction of rangers or marshals to speed play, skip holes,
or allow faster groups to play through.
12. Each player must have his or her own set of clubs; sharing of clubs that delays pace of play
is not permitted.
13. Hitting a second ball, practicing multiple shots, or otherwise engaging in practice on the
golf course is prohibited; all practice must occur only on the designated practice range,
putting green, or hitting bays.
14. Golf carts may be operated only by persons possessing a valid driver’s license; carts must
remain on cart paths where required by signage or course conditions, and may never be
driven onto greens, tee boxes, bunkers, or within thirty feet of putting surfaces except on
designated paths.
15. Carts must carry no more passengers or equipment than manufacturer specifications
permit; standing on, hanging from, or otherwise misusing carts is prohibited, and carts must
be returned to the cart return area immediately upon completion of play.
16. Golfers shall repair all ball marks on greens, replace or fill divots, and rake bunkers after
use; litter must be placed in waste receptacles, and glass containers are prohibited on the
course.
17. Only range balls supplied by the complex may be used in the hitting bays and practice
range; removal of range balls from these areas is prohibited and considered theft.
18. The hitting bays are reserved for practice, instruction, or events scheduled through the golf
shop; swinging clubs outside the designated hitting area, throwing clubs, or striking balls
while any person is downrange or forward of the hitting line is strictly forbidden.
19. Children under the age of sixteen must be supervised by an adult at all times while on the
premises, and minors are not permitted in certain areas, including the bar, except as
permitted by law and at management’s discretion.
20. Pets are not allowed inside buildings, on the golf course, or in hitting bays with the
exception of trained service animals as defined by applicable law; any pet permitted on the
grounds must remain leashed and under control, and the owner is responsible for immediate
cleanup of waste.
21. No guest may sell, solicit, or advertise goods or services, conduct private instruction, or
host organized events on the premises without the prior written consent of management.
Page 3147 of 3896
41
182547446.6
22. Photography, filming, or drone operation for commercial purposes requires advance
written approval; personal photography must not interfere with the enjoyment of others,
infringe on their privacy, or violate any posted restrictions.
23. Guests must park only in designated parking spaces; vehicles may not be left overnight
without prior authorization, and any vehicle parked illegally, blocking traffic, or abandoned
may be towed at the owner’s expense.
24. The complex is not responsible for lost, stolen, or damaged personal property; guests are
advised to secure valuables and report any suspicious activity to staff immediately.
25. In the event of inclement weather, including lightning, heavy rain, or dangerous wind, the
complex reserves the right to suspend play and close any facility; all guests must follow
evacuation instructions promptly and may not resume play until authorized.
26. First aid stations and automated external defibrillators are available at designated locations;
guests experiencing or witnessing a medical emergency must notify staff or call 911
without delay.
27. Any accident, injury, property damage, or hazardous condition must be reported to
management immediately; guests may be required to cooperate in the preparation of
incident or insurance reports.
28. Guests assume all risk of personal injury, death, or property damage arising from
participation in golf or related activities, including but not limited to being struck by golf
balls or clubs, falls, cart accidents, or exposure to weather; by entering the premises each
guest releases and agrees to hold harmless the owner, management, and their agents from
any and all liability except that which is caused solely by their gross negligence or willful
misconduct.
29. Management reserves the right to refuse service, revoke playing privileges, or remove from
the property, without refund, any person who violates these Rules or whose conduct is
otherwise detrimental to the complex, its guests, or its reputation; repeated or egregious
violations may result in suspension or permanent banishment.
30. These Rules and Regulations may be amended, supplemented, or replaced at any time in
management’s sole discretion; the most current version shall be posted in the clubhouse
and on the complex website, and continued use of the facilities after any amendment
constitutes acceptance of the updated Rules.
Page 3148 of 3896
182547446.6
JOINDER, CONSENT, AND AGREEMENT OF LESSOR
The undersigned, Collier County ("Lessor"), under that certain lease dated April 23, 2024, by and
between Lessor and The Gate Golf Club, Inc., ("Lessee") (the "Master Lease"), hereby:
1. Joins in and consents to the execution of that certain Sublease Agreement dated
_______________, by and between Lessee and Gulf Coast Junior Golf Tour, Inc. d/b/a
The First Tee of Naples/Collier ("Sublessee");
2. Acknowledges and agrees to the sublease of the Sublease Premises described herein (the
“Sublease Premises”), subject to the terms and conditions of the Master Lease;
3. Agrees to be bound by the provisions of this Sublease, to the extent the Sublease imposes
terms, covenants and conditions unto Lessor for the benefit of Sublessee.
Nothing in this Joinder, Consent, and Agreement shall be construed to modify or waive any of
Lessor’s rights under the Master Lease, all of which are expressly reserved, except as expressly
set forth herein.
IN WITNESS WHEREOF, the undersigned has executed this Joinder, Consent, and Agreement as
of the ____ day of _________, 2025.
LESSOR:
ATTEST:
CRYSTAL K. KINZEL, CLERK OF THE
CIRCUIT COURT & COMPTROLLER
_________________________
, Deputy Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By: __________________________________
Burt Saunders, Chairman
Approved as to form and legality:
__________________________
Sally A. Ashkar
Assistant County Attorney
Page 3149 of 3896