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Backup Documents 09/23/2025 Item #16F10
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16 F 10 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Date lie 1. County Attorney Office County Attorney Office 1\/�J�` 2. BCC Office Board of County Commissioners 25 3. Minutes and Records Clerk of Court's Office 4. 5. PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Paula Brethauer,Management�Analyst, Phone Number 2041 Contact/ Department County Manager Office Agenda Date Item was September 23,2025 Agenda Item Number 16.F.10 Approved by the BCC Type/Name of Sublease for First Tee and The Gate Golf Number of Original 1 Document Attached Club Documents Attached PO number or account number if document is N/A to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature?STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the PJB document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's PJB signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip PJB should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC as stated above,and all changes made PJB N/A is not during the meeting have been incorporated in the attached document. The County an option for Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC,all changes directed by the BCC have been made,and the document is ready for the an option for Chairman's signature. this line. I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 1 6 F 1 a Docusign Envelope ID:08D9EDF1-1 D30-46B8-9998-E15ACA23D795 SUBLEASE AGREEMENT This Sublease Agreement (the "Sublease") dated and effective as of $, ,17.,bei 23 , 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 182547446.6 CAO 16F10 Docusign Envelope ID:08D9EDF1-1D30-46B8-9998-E15ACA23D795 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 2 182547446.6 C40 16F10 Docusign Envelope ID:08D9EDF1-1D30-46B8-9998-E15ACA23D795 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 3 182547446.6 C40 16F1G. Docusign Envelope ID:08D9EDF1-1 D30-46B8-9998-E15ACA23D795 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 4 182547446.6 CAO 16F1 Docusign Envelope ID:08D9EDF1-1D30-46B8-9998-E15ACA23D795 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 5 182547446.6 C'AO 16F1 Docusign Envelope ID:08D9EDF1-1D30-46B8-9998-E15ACA23D795 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 6 182547446.6 CAO 16F10 Docusign Envelope ID 08D9EDF1-1D30-46B8-9998-E15ACA23D795 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. 7 182547446.6 CAO 16F10 Docusign Envelope ID:08D9EDF1-1030-46B8-9998-E15ACA23D795 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. 8 182547446.6 CAO 16F1C Docusign Envelope ID:08D9EDF1-1D30-46B8-9998-E15ACA23D795 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. 9 182547446.6 CAd 16F10 Docusign Envelope ID:08D9EDF1-1D30-46B8-9998-E15ACA23D795 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 1986 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 10 182547446.6 C40 16F10 Docusign Envelope ID:08D9EDF1-1D30-46B8-9998-E15ACA23D795 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, provided, however, Sublessor shall not limit Sublessee's right to use the Reserved Parking Spaces during the Program Hours. 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 11 182547446.6 C'40 1 6F 1 0 Docusign Envelope ID.08D9EDF1-1D30-46B8-9998-E15ACA23D795 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 12 182547446.6 C40 1 6F10 Docusign Envelope ID:08D9EDF1-1D30-46B8-9998-E15ACA23D795 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. 13 182547446.6 CA 16F10 Docusign Envelope ID:08D9EDF1-1 D30-46B8-9998-E15ACA23D795 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. 14 182547446.6 CAO 16F10 Docusign Envelope ID:08D9EDF1-1D30-46B8-9998-E15ACA23D795 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. 15 182547446.6 OAO 16F10 Docusign Envelope ID:08D9EDF1-1D30-46B8-9998-E15ACA23D795 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 (loth) 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#tabl. 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. 16 182547446.6 CA 16F10 Docusign Envelope ID:08D9EDF1-1D30-46B8-9998-E15ACA23D795 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 17 182547446.6 cAO 16F10 Docusign Envelope ID:08D9EDF1-1 D30-46B8-9998-E15ACA23D795 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 18 182547446.6 CAO 16F10 Docusign Envelope ID:08D9EDF1-1 D30-46B8-9998-E15ACA23D795 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. 19 182547446.6 CA 16F10 Docusign Envelope ID:08D9EDF1-1 D30-46B8-9998-E15ACA23D795 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. 20 182547446.6 CA0 16F10 Docusign Envelope ID:O8D9EDF1-1D3O-46B8-9998-E15ACA23D795 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 21 182547446.6 CAr 16F10 Docusign Envelope ID:08D9EDF1-1 D30-46B8-9998-E15ACA23D795 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 22 182547446.6 C'AO 16F10 Docusign Envelope ID:08D9EDF1-1 D30-46B8-9998-E15ACA23D795 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 23 182547446.6 CAO 16F10 Docusign Envelope ID:08D9EDF1-1 D30-46B8-9998-E15ACA23D795 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 24 182547446.6 CA 16F10 Docusign Envelope ID:08D9EDF1-1 D30-46B8-9998-E 15ACA23D795 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, 25 182547446.6 CAO 16F10 Docusign Envelope ID:08D9EDF1-1 D30-46B8-9998-E15ACA23D795 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 26 182547446.6 CAO 16F10 Docusign Envelope ID:08D9EDF1-1D30-46B8-9998-E15ACA23D795 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. 27 182547446.6 CA 16F10 Docusign Envelope ID:08D9EDF1-1 D30-46B8-9998-E15ACA23D795 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 28 182547446.6 CAO 16F10 Docusign Envelope ID:08D9EDF1-1D30-46B8-9998-E15ACA23D795 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] 29 182547446.6 CAO 1 6F10 Docusign Envelope ID:08D9EDF1-1 D30-46B8-9998-E15ACA23D795 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 r—DocuSigned by: By• vain, htt Printe ame• �'S°e: vaniel 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 r Signed by: B ` C tA411 °44)/tan,4�, y. Printed Name: Cindy Darland Title: Chief Executive Officer 30 182547446.6 a 16F10 Docusign Envelope ID:08D9EDF1-1D30-4668-9998-E15ACA23D795 EXBIBIT A PREMISES �_._._...—....—. — - u.� — 1 ._,,..n ri--y;rii ,_m bTNY 4.'W a.J.r.Y...[\uq>�Y M9ur.V`T�1N 6 -..- __2r_. bra 4CC 5 Np*larvriM 3OO Vba.8.4WVidti alert* x 3 N MO WV _ _ 1 � _ � _. w I 1 1 , I i i t 1 t i \ 1-1 C -,. ,,,, ...._ il i - ! E1 4L 31 182547446.6 Qfio 1 61= 1 0 Docusign Envelope ID:08D9EDF1-1 D30-46B8-9998-E15ACA23D795 EXHIBIT B SUBLEASE PREMISES [Attached] 182547446.6 CAO 16F10 1 FOAL DESTIRPT.OF THE FIRST TEE PAR. (J T N cArE OF LEND HEREON DESCRIBED.T BTHE A PART PL.ran TRACT"A" GEDO T GATF p W i e PART 1p ACCORDING o E MAP OR THERTM00S AS N GOLDEN GATE 11 009 RECORDED IN 0AI BOOK 9, AGES 10A To PUBLIC AND ExEEPr SE ANDS DESCRIBED IN R.BOON 6 E 1598,ALL S FIMORECORDS OF COLLIER UNIT 8 PART 2 COUNT,FLORIDA,M PARTICULARL DESCRIBED UA (PLAT BOOB 9. PAGES 107A-112) I `IOLA NCIN2. G AT THE goon oCORNER 0 160 I"A,G� w. UNIT 8 'FARTSEC TICK 27 THENCE NORTHERLYALONG01REI EAST1LINECOF SAID AC TOWNSHIP 49 SOUTH ® THc 00 LEAVINNG SAID AA LINES 893059 w FOR 81.01 FEET TO IKENPOINT OF BEOINNINC,77 F RANGE 26 EAST THENCE SOuTH•15.00'00'WEST FOR 47 50 FEE, ® ® THENCE INuORTH 90.00'x'FS FOR 606665`NET, NOR.00'GO'00' THENCE NORIN 90'00'00"EAST FOR 95.60 FEET. INCE N 45 00 OR EAST 764 FEET. THENCE NORTM 5' '00'WEST FOR 4 4 FEET, E NORD,1 0'17'NESTA[OR 655 FEET THENCE 9956,FEET A FEET C OF A NON-TANGENT CURVE TO THE LEFT. R.ING A RADIUS OF 44 a A CENTRAL ANGLE OF 11'52 2... N A CHORD WHICH BEARS NORM 6''0 25"FAST`051 24 60 EAST. EF9.36 FEET TO A PONT.D T. Al ), THENCE NORTH 899'35'35'EAST FOR 220.55 FAST roR BA 79 EE I. ow- THENCE SOUTH wEST ■ I p THENCE SOON THENCE NoRTH e]'00'00.'wfST F wEST OR 45.52 FEET:EL li N THENCE SOUTH 45'00'D0'EAST FOR 20.34 FEET. •"•ICI y THENCE SOJTH 45'00'00'6FSI FOR 16 11 FEET. TAILING V` I TCE sau 5'00'00'.EAST FOR 36.62 rFFT ® 1-ROxIMATEL I' 100.0• R.0 W I n TO THE POINT OF BEGINNING. ACRES -- o CONTAINING APPRO0IMAIOLO 053 ACRES(v.I4.souARE FEET) I z SURVEYOR'S No 5 89'30'54"W 81.01' I i 0 Is BWNDARx SOAP MEETS,HE STANDARDS OF PRACTICE�SEt FORTH BY D+E 1 w FLORIDA BOARD TOFOLAND SURVEYORS INCHAPTER 5J-17. L I.ADMINISTRATIVE t' 6 -P 0 B CODE,P A sEcnON 10.7,FLORIDA STATUTES NRE AND THE ORIGINAL rs BW6OARTSURVEY IS NOT VALID • SEAL OF INF �PPERAADomo.OR DELETIONS O Z IO TwRVcv M' ORFLORIN ZTG B`OLHEFRTIR L.^E SIGN rvG PARnES wITHWT rN ry I; SJ 1�6 FL FLORIDA ,IM ,F SIGN v R ES IS Pa0HIB1IE0 B+CHAPIERF ORIDA ADMINSTRAnv[CODER o K THIS BOUNNDURE SURVEY. F r IS CERN,.AS To THE DATE OF FIELD SUPPE,,NOT N ABSTRACT NOT REVIEWED EIN �APM _ I AN - I gNERAINorzs 45'OC OJ'W i]50 TRACT A" 1 DIMENSIONS ARE IN TEE,AND DECIMALS THEREOF r N 445'0000 w 52-8- GOLDEN GATE 0 POINT1 z 1.3 N-O'10'00"w_I2665� i 2.P.O.B.- OF BEGINNING UNIT 8 PART 2 Pe E= N 00'0000 w GO.JI'-__ ((- A > 3 POc -POINT of coMUENCEMENr 45 N '00'00 E 95.60 (PL4T BOO. 9. PAGES 107A-112) w to EG N JS'0000 .].64 T' 2,97 J 4 a/w B.O.w.-RIGHT-of-wnv. LB 18'03 0107 W 36 85 SECTION 27 8' 41 m w 5▪ EAST 006E 0 000R01NA0E5 ARE BASED ON THE FLORIDA STATE PLANE GRID. ®S 00'24'25 E 24.60 TOWNSHIP 49 SOUTH f R .6/90 nOwS,MEN, I10 N 89'3535 E 20.55 RANGE 26 EAST Z w <ERnNEO To.AR L11 5 00':826' E 84.79 THREv INC ' S,9a3t 34 w 37.53 _ Q OJ $4P,ww^ga _5___N 45'Oa 11TW 3.96 Opv 14 5 45',9 w 45.52_-_ • 0_ - LJA ENGINEERING,NC. P iif 5 5J�0000 E 20.37 C '-IG_ 45'000O w-I..I_- rl Z �4�5..,5 il L7__45'5000 E_36.02' _ ' I I' Al oeERr 1D*F vsu x 7575 P.O.AC.- GI' ▪ R NIA LL. SCUINEAST CORNER OF TRACT' I FIRST TEE PAR,L_ GOLDEN GATEPU cos PART 2. I I ARTHREa,INC. L A PLAT B00.9 AES OLa 02 =S Aoxc iuT MEV Tlucr THE c e ry 5- NAL�[0936TL�d©@II7:11-1L:7QM11 - T.� COLE EP CWNtr F ORIDA. 3 4 99.56 99.36 Q �� un muv nRv v umu -- ---- - - - - - - - I L✓A lf- GOLDEN GATE UNIT$PART I _ =m.,�pt xr' (PLAT BOOK 5. PACES 147-151) s -'�', e�I�� 2 l= -��90BT, CAO 16F10 Docusign Envelope ID:08D9EDF1-1 D30-46B8-9998-E15ACA23D795 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. 33 182547446.6 CAO 16F10 Docusign Envelope ID:08D9EDF1-1D30-46B8-9998-E15ACA23D795 EXHIBIT C-2 MASTER SITE PLAN [Attached] 182547446.6 CNO 16F10 i 1 i -\\ r. ; 4 1\toOOO oi0000©0000 \ . i i i i i i 'i ^ 8 1 6 1I 1 1 ,i,dt,slfil f lih i IiF 0 ag 5 4asns9ss m e� �' �� Asa� I pill!l�'!( Al 34 Ug ti d - d t' a i. 1 dd 4ia ' $ I , A . as I ' dd diidiiiiiiiii °a� I � I I 1 i r .,el ) 9 4 di 11 7 a •s' p is /�^ ` N. L.,_._.',,_.,_--,L-j p / b L , , , il ,,,, ,,,,,,L,„ lt, kat 2 ...,,° at4 1 a r_ . N 44 1:), 9. f 1!.- !4E kAA� 111110 i i be I e k .. ...L * 8PR da ag iii ,BR3Rda t = : I i Cl• agi aglidd E li ��®VM . �\ I . _. 9 ill ; i1 ® U I I; Ita , ,, , Q _ i i I I eo;a `,, 8; $; I I 1 t eg •s •1 iP 1 1 4 m SA 11 6� O I I O o I O 1 °.i 1 ; . ..- `i m 11hy as • • • 4aa4 p 61 ii a4 .6 i x I i a} � li i 6 ��hh II I I I, • lii ik wff $ i E 11 I E / ® I I O1 �assaatt — 1 1 1 n g x y5 x�F ee 6 � .® JIB® ry" ® 1® 1 1 i E E g��•S SESiStl g t 1 l ' J M1,p,P 71 T' I.. T// g88& f o v gs llgVi =Ili a, 1 ray` I '' 7 �� - - ilt r ;4is — it s ��► rb �aI i lip— , ® _ !i "� $ i� ® e yy o € i b P — ictillo 7z- :ill, e. I� { w, QR s \ , . 4.,, , ,e Y ^i p Y i l A _1111 m 1 1-- —i $ g - -- I I .; 0 4.0.0411.611.6 R 1 a \ 1 .'\ _- .,T..m+ ar} ll �' S5i - 5E ;; a $ g Riga_ = .- — d t 1 S 1 1 r.oM.«r THE GATE ;•^ ��(IE6E $ 1 B ; 3 a ° Y�'"""� a${c a 3 1 VILLAGE&DRMNG RANGE THE GATE GOLF CLUB,INC. fly 11 it e pit $ I 1370 CREEKSIDE BLVD. 1 if! cs U m • y _ _ = - SFIE PLAN NAPLES,FL 34108 R it - = VILLAGE&DRIVING RANGE-1 Y 16F10 Docusign Envelope ID:08D9EDF1-1 D30-46B8-9998-E15ACA23D795 EXHIBIT D CONSTRUCTION SCHEDULE [Attached] 182547446.6 CA° 16F10 Dowel9n Envelope ID:06DSEOF1-1030.4686-8996-E154C423D795 0 Name Baselinel Dur...BaMI6i64 Dur... Duration Start Finish Otr 2,2025 08 3.pz5 00 4,2025 Otr 1, OZ.,. 2026 O 20 r Apr IMev 'Jun Jul Moo 'Soo Cd INov IDao J9n +2026Feb IMer AOr 2,1MU IdM -,Wtr 3,ku928 iSRI Otr 00 4,I2h 1 SITE DEVELOPMENT PERMITTING 74 days 10 days 110 days 3/11121 8:00 AM 8/11/26 6:00 PM ' • 2 r, SDP 1-Meintence 38 days 65 days 02 days 42826 8:00 AM 8/1925 500 PM I '.I 3 Tr. SDP 2-Course 194y4 194ys 19 drys 425250:00 AM 5/21/255:OO PM 1-1 4 SDP 3-Village 26 days 11 days 101 days 3/10121 6:00 AM //16/26 COO PM , • 10 r SWFMD Permit Sub&Appvl.-Village 74days 67 days 69 days 4/11/25 8:00 414 &I3255:00 PM I 11 r• SVUFMD Permit Sub S eppvl.-Go8Couw 21 days 664ys 864ys 1f1258.00 AM 7/25/25503 PM 12 Tr BUILDING PERMITTING 76 days 117 days 116 days 4/16/25 8:00 AM 1123/26 6:00 PM , • 13 r' Malntence Facility P6rm/ting 37 days 55 days 72 days 011225 8:00 AM 9/1925 5:00 PM I '_J 14 7 Village Bulking Permitting 75 days 117 days 115 days 4/1625 8:00 AM 923/25 5:00 PM I______—____ _J 15 r COURSE CONSTRUCTION 276 days 360 days 300 days 4/14/21 0:00 AM 8/26/24 COO • PM ' *. 4 16 T' TurfStripping 45 days 96 days 90 days 474/25 0:00 AM 82725 6:00 PM I ) 17 r Mar Ezcevabon 67 aye 67 days 87 days 4/28/25 8:00 AM 72925 5:00 PM I I 18 757 Ormond 60 alas 40 aye 43 days 92/250:00 AM i&30255:00 PM ....« ,,,,,...... I I ,.,..,,,. El 19 7Couse Available to Open 40 days 11 aye 11 days 9/112615:00 AM 92526 5:00 PM ..., 20 STRUCTURE CONSTRUCTION 271 days 303.875 da... 383 days 1/24/25 8:00 AM 11/20/28 6:00 PM , 21 r Vertical Construction 279 days 282 days 732 days 924/25 0:00 AM 10/22/26 5:00 PM M L "--`_-- J 22 TSp Site Fmshes 7179.875 da» 161.875 days 176.875 aye 7/1826 9:00 AM 10/22/26 5:00 PM 23 r Project Completion 0 days 0 6N 0 an 112026 500 PM 11/2026 5:03 PM 03.19.25_The Gate Milestone Schedule-papal _. CA 16F10 Docusign Envelope ID:08D9EDF1-1 D30-46B8-9998-E1 5ACA23D795 EXHIBIT E FIRST TEE TERM SHEET [Attached] 182547446.6 CAO 16F10 Docusign Envelope ID:08D9EDF1-1030-46B8-9998-E15ACA23D795 EXHIBIT E FIRsr TEE TERM SHEET BINDING TERM SHEET The Gate Naples—Facilities Access for The rim'Tee of Naples/Collier April 24,2024 Reference is made to that certain Long-Tenn 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-...;heet")evidences the general agreement of The Gate and The First Tee of Napieli/Collier ("Eini Tee")relating to access for First Tee to the Golf Course(as defined in the 1,ease). First Tee and The Gatc 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 .Vitst 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: a September to May,Monday through Friday, 3PM to 6:30PM a June to August,Monday through Friday,SAM to 2P3vi 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: a September to May,Saturday and Sunday,after 3PM a June to August,Saturday and Sunday,after 10:30AM *First Tee staff and volunteer coaches play for free dui-ing frirsi The supervised programming periods with tee time reservations when the Course is open to the public. ACCCS3 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"1;et forth above. \\ • ••w 27 GPP CAO 16F10 Docusign Envelope ID:08D9EDF1-1D30-46B8-9998-E15ACA23D795 Sublease: 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 tights on the location and exterior design of any improvements. The lease expense is contemplated to be $I/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. Responsibilities: First Tee will be responsible for l 00% 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 Law: This Term Sheet and the definitive agreements executed in connection herewith shall be governed by and construed under the laws of the State of Florida,without giving effect to any conflicts of law principles and regardless of the laws that might otherwise govern under applicable conflicts of laws principles. Termination: This Term Sheet and the obligations herein are in ail respects subject to the terms and conditions of the Lease and shall automatically terminate upon termination of the Lease. (Signatures on following page.! 28 c.") CPO 1 6F 1 0 Docusign Envelope ID:08D9EDF1-1D30-46B8-9998-E15ACA23D795 If the foregoing terms and conditions are acceptable,please indicate such awe. ' ,, nt by Si $ing below 0/3 Of before ;->- c.:4 l Le .2024. lvit l'iv,of Naples/Collier The Gate Golf Club,at% a Delaware not-for-profit corporation pfincipaffri; , el D et-hicao Daniel ilail, Vice-President Date: P1;( L ( 2.-azJi Date: W` ib * .)2- ,-- --T2.--...---- ------:;' - 1)A-. ‘,.z ,,,..) , .,,..--.--- -- LWItaests..Tine(signature) 4-(7/W,jpil.‘1...'..... rIle-(signature) -,--0. _ _ (Print lure) ' t name) .I.Crield‘ieAtC" ..Q Witness Two(. mature - Witness Two(signature) ----i'nal ar kirA. 734,ZttitSt C,-. VA,14,I.* &14.14-01 tprita name) (print name) 29% ?) E•19 CAC 16F10 Docusign Envelope ID:08D9EDF1-1D30-46B8-9998-E15ACA23D795 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 "1" 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 1 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. 37 182547446.6 c''Ao 16F10 Docusign Envelope ID:08D9EDF1-1D30-4688-9998-E15ACA23D795 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 38 182547446.6 16F10 Docusign Envelope ID:08D9EDF1-1 D30-46B8-9998-E15ACA23D795 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. 182547446.6 CAO 16F10 Docusign Envelope ID:08D9EDF1-1D30-46138-9998-E15ACA23D795 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. 40 182547446.6 CPO 16F10 Docusign Envelope ID:08D9EDF1-1 D30-46B8-9998-E15ACA23D795 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. 41 182547446.6 16F10 Docusign Envelope ID:08D9EDF1-1 D30-46B8-9998-E15ACA23D795 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 nd consents to the execution of that certain Sublease Agreement dated giZ,3/3 5 , 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 WITNES� WHEREOF,the undersigned has executed this Joinder, Consent, and Agreement as of the 23t day of Seer, 2025. LESSOR: ATTEST: '''• ,.,-' , BOARD OF COUNTY COMMISSIONERS CRYSTAL K. KINZEL, CLERK OF THE COLLIER COUNTY, FLORIDA CIRCUIT COURT&COMPTROLLER By. ' � �� __ __ ( u Saun ers, hairman Deputy Clerk Attest as to Chairman'S signature only R Appro iii .s to form and legality: Sally g�.hkarl - ant ounty Attorney (_` 182547446.6