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Backup Documents 05/25/2021 Item #11K/\ ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 1 K 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 documen s must he received in the County Attorney Offic o later than Monday preceding the Board meeting. c44 kuYvte4 40 CArOS a G,l.jiy- tut **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 Initials Date 1. 2. 3. County Attorney Office County Attorney Office SRT 6 9 1 4. BCC Office Board of County PT by JH/s/ 5/25/24 Commissioners 5. Minutes and Records Clerk of Court's Office Pk) opidoatAg: c,>;,m 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 Geoff Willig/County Manager's Office Contact Information 239-252-8329 Contact/Department Agenda Date Item was May 25,2021 Agenda Item Number 11 K Approved by the BCC Type of Document a Long-Term Lease and Operating Agreement Number of Original .A \ Attached with CC BSG Naples,LLC("BigShots")to Documents Attached operate and manage a twelve-hole public golf course on the former Golden Gate Golf Course property,to lease land for the construction and operation of a BigShots golf/entertainment facility on the property to benefit the residents of Collier County P number or account is O+!Ot 5l ` number if document is CO 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 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 GW signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 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 GW 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 GW signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A 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 on 05/25/2021 and all changes made during GW the meeting have been incorporated in the attached document. The County Attorney's opti Office has reviewed the changes,if applicable. 's line. 9. Initials of attorney verifying that the attached document is the version approved by the BC,c„,-*"."--- A is all changes directed by the BCC have been made,and the document is ready for the o Chairman's signature. ` - Z. - Sid G. (-606 AO C90 ".1e01m` -1-1e4.014 i1k MEMORANDUM Date: June 10, 2021 To: Jessica Hayes, Legal Assistant County Attorney's Office Cc: Scott Teach, Deputy County Attorney County Attorney's Office From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Long-Term Lease and Operating Agreement for the Golden Gate Golf Course Property for the management of a twelve-hole public golf course and the land lease for the construction and operation of a BigShots golf/entertainment facility Contractor: CC BSG Naples, LLC Attached for your records are two (2) original copies of the document as referenced above, (Item #11K) adopted by the Board of County Commissioners on Tuesday, May 25, 2021. Once the document is fully executed, please return one original to the Board's Minutes and Records Department to be recorded in the Official Records. If you have any questions, please feel free to contact me at 252-7240. Thank you. Attachment INSTR 6109669 OR 5994 PG 3021 RECORDED 8/9/2021 4:06 PM PAGES 30 CLERK OF THE CIRCUIT COURT AND COMPTROLLER COLLIER COUNTY FLORIDA REC$256 50 COLLIER COUNTY STANDARD FORM 1 1 K LONG-TERM LEASE AND OPERATING AGREEMENT GOLF AND ENTERTAINMENT COMPLEX This Long-Term Lease and Operating Agreement(hereinafter referred to as the "Lease or Agreement") is entered into this 25th day of May,2021 ("Effective Date"),by and between CC BSG Naples,LLC,a Nevada limited liability company, registered to do business in the State of Florida, whose mailing address is 3030 LBJ Freeway, Suite 600, Dallas, Texas 75234, hereinafter referred to as "Lessee or BigShots," and Collier County, a political subdivision of the State of Florida, whose mailing address is 3301 East Tamiami Trail, Naples, Florida 34112, hereinafter referred to as"Lessor or County,"collectively stated as the"Parties." RECITALS: WHEREAS,on July 31,2019,the County purchased the former Golden Gate Golf Course with the intent of using the property for a variety of public purposes, including but not limited to a potential State Veterans' Nursing I come,workforce housing,and a public golf/entertainment complex;and WHEREAS,on November 11,2020,the County directed its staff to re-issue a publicly advertised Invitation to Negotiate seeking proposals from qualified firms interested in developing a portion of the former Golden Gate Golf Course to be used as a Golf and Entertainment Complex(the"Golf Complex"),consisting of a twelve hole golf course,along with a state-of-the-art driving range and dining venue;and WHEREAS,County staff publicly advertised Invitation to Negotiate No. 21-7863 on January 25,2021,to a broad audience of firms and received a single response to the solicitation from BigShots,who submitted a proposal consistent with the County's desired development plans,subject to further negotiation;and WHEREAS,at the County's regular meeting on April 27,2021,it directed its staff to begin negotiations with BigShots to prepare a proposed agreement addressing the development of the Golf Complex for the County's further consideration; and WHEREAS, County is the owner of that certain real property located in Collier County, Florida, legally described as Tracts A and B,Golden Gate-Unit 1, According to the Map or Plat thereof as recorded in Plat Book 5, Pages 60 to 64, of the Public Records of Collier County,Florida and Tract A,Golden Gate-Unit 8 Part 1,according to the Map or Plat thereof as recorded in Plat Book 5, Pages 147 to 151, and Tract A. Golden Gate-Unit 8 Part 2, according to the Map or Plat thereof as received in Plat Book 9,Pages 108 to 112,all of the Public Records of Collier County,Florida(the"Land");and WHEREAS,as part of its proposal to Invitation to Negotiate No.21-7863,the Lessee agrees to construct the Golf Complex on the Land leased by the County pursuant to the terms of this Lease and Operating Agreement;and WIiEREAS,the County, through its governing Board of County Commissioners,has expressly determined that committing public funds toward this project will help create a public golf course and golf course complex which will benefit of the residents of and visitors to Collier County,as well as promote the achievement of wide-ranging economic development goals, including the attraction and expansion of private business enterprises in the community. 11K WITNESSETH: NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration exchanged amongst the Parties,and in consideration of the covenants contained herein,the Parties hereby enter into this Agreement on the following terms and conditions: 1. Conveyance. On the terms and conditions set forth in this Agreement, and in consideration of Lessee's performance under this Agreement,the Lessor conveys to the Lessee the present possessory interest in the Leased Premises described below. 2. Description of Premises. The Premises which is the subject of this Lease is comprised of(i)a parcel to be improved with a building, accessory structures and parking ("BigShots Facility") and (ii) a parcel to be improved with a 12-hole golf course("Golf Course"and together with the BigShots Facility,the"Golf Complex"), on real property legally described as Tracts A and B,Golden Gate-Unit 1, According to the Map or Plat thereof as recorded in Plat Book 5,Pages 60 to 64,of the Public Records of Collier County,Florida and Tract A,Golden Gate- Unit 8 Part 1,according to the Map or Plat thereof as recorded in Plat Book 5,Pages 147 to 151,and Tract A. Golden Gate-Unit 8 Part 2, according to the Map or Plat thereof as received in Plat Book 9, Pages 108 to 112, all of the Public Records of Collier County, Florida, with a legal description set forth in Exhibit A,hereinafter referred to as the Premises. 3. Conditions to Conveyance. This conveyance is subject to all of the following: a. Any and all conditions, restrictions, encumbrances, and limitations now recorded against the Premises; b. Any and all existing or future zoning laws or ordinances; c. Any questions of title and survey that may arise in the future;and d. Lessee's satisfactory performance of all terms and conditions of this Lease. 4. Financing Contingency. Lessee shall have sixty (60) days after the Effective Date ("Contingency Period") to secure financing for construction of the BigShots Facility. Lessor may, at the request of Lessee and provided Lessee is diligently pursuing such financing, extend the Contingency Period for an additional forty-five (45) days. In the event Lessee is unable to secure financing on terms acceptable to Lessee in its sole discretion, Lessee shall have the right to terminate this Lease without penalty by giving Lessor notice of termination prior to the expiration of the Contingency Period. 5. Construction and Operation of Golf Complex. The purpose of this Agreement is for BigShots to build and operate the BigShots Facility, and once built by the County, to operate the Golf Course, all of which use the County has found to be in the public's interest. BigShots agrees to coordinate and provide advisory and consulting services to the County, its agents,consultants,and contractors with respect to the redesign and reconstruction of the existing golf course,which will be part of the Golf Complex and the Premises upon completion of such redesign and reconstruction. The redesign and reconstruction of the golf course shall be in accordance with plans,specifications, budget,and construction agreements("Golf Course Plans")agreed upon by the County and BigShots. The County and BigShots anticipate and intend that the Golf Course Plans will provide for aggregate redesign and reconstruction costs of approximately$7,000,000.00,and on the basis of such anticipated costs,the County and BigShots agree that the County shall be responsible for payment of up to the first Seven Million Dollars($7,000,000.00)of all redesign and reconstruction costs in accordance with the agreed upon Golf Course Plans; BigShots shall be responsible for payment of all redesign and reconstruction costs in excess of Seven Million Dollars($7,000,000.00) in accordance with the agreed upon Golf Course Plan. The terms,conditions,and requirements of Lessee's operation of the Golf Complex is set forth in attached Exhibit C. 2 11K 6. Permissible Alterations and Additions to Premises. Following construction, Lessee may not make any alterations to the Golf Complex that would reduce the then value of the Premises. Lessee shall submit to Lessor plans and specifications prior to making any material alteration to any improvements located on the Premises. 7. Term of Lease. The initial term of this Lease shall commence on the date first above written, and unless terminated earlier by the Parties,shall terminate on the 20'year anniversary date of issuance of a Certificate of Occupancy for the BigShots Facility to be built on the Premises ("Initial Term"). Provided Lessee is not in an uncured Event of Default by Lessee under the Lease,the Lessee shall have the option to extend the Lease for up to a total of four(4)successive renewal terms of five(5)years each. To exercise this right,Lessee must provide Notice to the Lessor no later than 12 months prior to the scheduled expiration of the Initial Term or any renewal term,as applicable. Each Extended Term shall commence on the day succeeding the expiration of the Initial Term or the preceding Extended Term,as the case may he. All of the terms,covenants,and provisions of this Lease shall apply to each such Extended Term. The Initial Term, together with any Extended Term, shall be collectively referred to herein as, the"Term". 8. Rent. The Lessee will pay Lessor rent as provided for in Exhibit D. 9. Net Lease. This is a fully net lease, with Lessee responsible for all rent, costs, fees, and charges concerning the Premises. Accordingly, Lessee shall promptly pay when due and prior to any delinquency, as applicable, all rent, costs, fees, taxes, trash removal services, assessments, utility charges, and obligations of any kind that relate to the Premises. Lessee will indemnify and hold Lessor harmless from any and all claims,costs and obligations arising from Lessee's use of the Premises, provided that the foregoing will not entitle the County to indemnification for the willful negligence or intentional misconduct of the County. In case any action or proceeding is brought by Lessee or Lessor to enforce the other's obligations under this Lease,the non-prevailing party shall pay all costs, attorneys' fees, expenses, and liabilities resulting therefrom. With respect to the County, the foregoing indemnification shall not constitute a waiver of sovereign immunity beyond the limits set forth in Florida Statutes, Section 768.28,nor shall the same be construed to constitute agreement by either party to indemnify the other party for such other parry's negligent willful or intentional acts or omissions. 10. Lessee's Liens and Mortgages. Lessee shall have the right, to grant a leasehold mortgage covering and encumbering all of Lessee's right, title and interest in and to the Premises and this Lease ("Leasehold Mortgage"), in favor of any Qualified Lender(hereinafter defined)as security for any loan entered into by Lessee for the purpose of financing or refinancing Lessee's obligations to design, develop, construct,repair and maintain the Premises,and any modification,extension,replacement or refinance of any such loan("Permitted Financing"). As a material inducement by the Lessor to the Lessee to enter into this Lease,and in recognition of the substantial enhancement to the Premises as a result of the construction and operation of the Golf Complex,Lessor agrees,upon the request of Lessee in connection with a Permitted Financing, to execute and deliver a mutually agreed upon Consent to Encumbrance in advance of any Permitted Financing. For the avoidance of doubt, Lessee acknowledges and agrees that in no event shall the Permitted Financing permit any recourse against Lessor or the fee simple interest. A"Qualified Lender"shall mean any state or federally chartered savings bank,savings and loan association, credit union, commercial bank or trust company; insurance company organized and existing under the laws of the United States or any state thereof; institutional investor such as,without limitation,a publicly held real estate investment trust,an entity that qualifies as a"REMIC"under the Internal Revenue Code of 1986,as amended, or other public or private investment entity which at the date hereof or in the future,is in the business of investing in the real estate assets or making real estate loans, a mutual fund, hedge fund or investment trust; a brokerage or investment banking organization; an employees' welfare, benefits, pension or retirement fund; an institutional leasing company; any governmental agency or entity insured by a governmental agency or any combination of the foregoing. Except as permitted herein or with the prior written approval by the Board of County Commissioners, Lessee shall not in any way encumber the Premises, and shall promptly remove any and all liens • placed against the Premises. All persons to whom these presents may come are put upon notice of the fact that the 11K interest of the Lessor in the Premises shall not he subject to liens for improvements made by the Lessee and liens for improvements made by the Lessee are specifically prohibited from attaching to or becoming a lien on the interest of the Lessor in the Premises or any part of either. This notice is given pursuant to the provisions of and in compliance with Section 713.10,Florida Statutes. 11. Lessee's Obligation to Maintain Premises and Comply with All Applicable Law;Maintenance and Repair. Lessee,throughout the term of this Lease,at its own cost,and without any expense to the Lessor,shall keep and maintain the entire Golf Complex in good, sanitary, and neat order, condition,and repair,and shall abide with all applicable law. Such maintenance and repair shall include,but not be limited to,painting,janitorial,fixtures and appurtenances(lighting,heating,plumbing,and air conditioning). If in the opinion of the County the Premises are not in such compliance,the Lessee will be so advised in writing. If corrective action is not begun within thirty(30) days of the receipt of such notice and prosecuted diligently until corrective action is completed, the County may cause the same to be corrected and the Lessee shall promptly reimburse the County for the expenses incurred, together with a 5%administrative fee. Lessee agrees that (i) prior to the tenth (10th) anniversary date of this Lease, and as a part of each renewal notice, Lessee shall deliver to the County a detailed written inspection report prepared by a commercial building inspector licensed by the State of Florida Department of Business and Professional Regulation's Building Code and Inspection Board(the"Inspection Report")of all of the improvements on the Premises(of both the exterior and interior thereof), certified to the Authority, including, but not limited to, the following: (1) air conditioning ("HVAC")systems(if applicable);(2)electrical systems;(3)elevators(if applicable);(5)exterior lighting systems; (6) signage; (7) fire sprinkler systems (if applicable); (8) security fences; (9) landscape/sprinkler systems; (10) moisture penetration; (11)mold/mildew incursion;(12)paving/parking;(13)plumbing systems(if applicable);(14) roofing systems; (15)site drainage; (16)smoke detectors;(17)structural components; (18)termite infestation; (19) windows and hardware; (20) appearance and cosmetic items; and (21) repair and maintenance recommendations. Lessee covenants and agrees to complete, at Lessee's sole cost,all necessary repairs and maintenance identified in the Inspection Report within the period recommended in the Inspection Report. 12. Quiet Enjoyment. Lessee shall be entitled to quiet enjoyment so long as there is not an uncured Event of Default by Lessee under the terms of this Lease. Accordingly, Lessee shall have the exclusive right to use the Premises during the term of this Lease. During the term of this Lease,Lessee may erect appropriate signage on the Premises and the improvements constructed by Lessor thereon. Any such signage shall comply with all applicable County codes, laws,and ordinances. 13. Casualty and Condemnation a. Casualty. In the event that the Premises or the improvements located thereon shall be destroyed in whole or in part by fire,hurricane, flood,or other casualty,then the following will apply: 1. If the Premises are partially destroyed and the damage does not exceed fifty percent (50%)of the value of the structure and improvements,the Premises shall be rebuilt utilizing insurance proceeds,and f the lease rental payment provided herein shall abate during the period of reconstruction but in no event in excess of six(6)months from the date of the partial destruction,with Lessee shall be responsible for any deductibles; and 2. If the damage to the Premises exceeds fifty percent(50%),the Lessee shall have the option to rebuild an equivalent structure using the insurance proceeds to pay for the reconstruction cost. If the Lessee elects to rebuild,it is obligated to commence construction within six(6)months from the date of the destruction and to complete construction within twelve (12) months after the date of destruction, with Lessee responsible for any deductibles. The lease rental shall abate during the period of reconstruction but in no event shall abate in excess of 4 Ct 11K twelve (12)months from the date of commencement of reconstruction, or Lessee will have the option to terminate this Lease, in which case the County will retain the insurance proceeds as liquidated damages. 14. Access to Premises. Lessor, its duly authorized agents,contractors, representatives,and employees, shall have the right after reasonable oral notice to Lessee,to enter into and upon the Premises during normal business hours,or such other times with the consent of Lessee,to inspect the Premises, verify compliance with the terms of this Lease,or make any required repairs not being timely completed by Lessee. 15. Termination and Surrender. In the event BigShots shall cease to use the Premises as a Golf Complex, and such cessation of use shall continue for a period of sixty (60) consecutive days, this Agreement, at the option of the Lessor, upon thirty (30) days written notice to the Lessee, shall be terminated and Lessee shall surrender and vacate the Premises to the Lessor within thirty (30)days after notice of such termination. Provided, however, said sixty(60) day period shall he tolled if such cessation is caused by events beyond the control of the Lessee such as acts of God;if such cessation is due to government imposed or recommended guidelines or restrictions; if such cessation is due to closing for reconstruction or repairs to the improvements constructed by Lessor or Lessee on the Premises or for other reasons addressed herein. Unless otherwise mutually agreed by the Parties,within thirty(30)days after termination of the Term,Lessee shall redeliver possession of the Premises to Lessor in good condition and repair,reasonable wear and tear excepted. Lessee shall have the right at any time during Lessee's occupancy of the Premises to remove any of its personal property,equipment,trade fixtures and signs provided,however,at the termination of this Lease,such improvements and fixtures(excluding personal property and trade fixtures)will become the property of the Lessor upon Lessee's vacation of the Premises. Electrical and plumbing facilities,air conditioners and other permanently installed fixtures shall not be considered personal property. Lessee agrees to repair any damage occasioned by the removal of its personal property or damage caused by Lessee's occupancy. If Lessee fails to remove its personal property or to repair any damage done to the Premises by the expiration or termination date,the County reserves the right to remove and dispose of'all such personal property abandoned,and to make any necessary repairs to restore the Premises, at Lessee's expense. Lessee acknowledges that at the expiration, cancellation, or other earlier termination of this Lease, all buildings and improvements on the Premises become the property of the County, free and clear of all liability and encumbrances except as otherwise provided for herein, and any further occupancy by the Lessee will be based on that ownership principle. Lessee further acknowledges that the County may choose to use the Premises for its own purposes and elect not to re-lease the Premises to any other party. 16. Cancellation. Following County's receipt of Lessee's notice of renewal of any of the 4 five-year renewal terms,the County may in its sole discretion decline the renewal,and instead cancel and terminate this Lease effective as of the date of the existing Term, by giving Lessee not less than six (6) months' written notice. In the event of such a termination,the Lessee's exclusive remedy shall be compensation for the greater of(i)the fair market value of the improvements to the Premises,valued as of the date of turnover of the Golf Complex to the County(less the actual out of pocket costs incurred by the County for construction of the Golf Course not to exceed$7,000,000), or(ii)the fair market value of the business operated on the Premises(less the actual out of pocket costs incurred by the County for construction of the Golf Course not to exceed $7,000,000), in each case as determined by an independent appraiser agreed to by the Parties,which agreement may not be unreasonably withheld by either Party. Lessee hereby waives,disclaims and releases all claims for costs,expenses,and damages against the County,except for this payment. 5 11K 17. Assignment and Sublease. This Lease is personal to Lessee. Accordingly, Lessee may not assign this Lease, sublet substantially all of the BigShots Facility or sublet substantially all of the Golf Course(other than on a short-term basis for tournaments,private events and similar short term, limited use basis),without the express prior written consent of the Lessor, which consent may not be unreasonably conditioned, withheld or delayed. Any such purported assignment or sublet of substantially all of the BigShots Facility or Golf Course without the express written consent of Lessor shall be considered void from its inception and shall be grounds for the immediate termination of this Lease. Notwithstanding anything in this Lease to the contrary,provided there is no uncured Event of Default by Lessee under this Lease,(a)so long as the assignee is an affiliate or related company of Lessee,Lessee shall give Lessor notice of such assignment but Lessor's consent to such assignment shall not be required, and (b) Lessee may sublease less than substantially all of the BigShots Facility and less than substantially all of the Golf Course to one or more subtenants without Lessor's prior approval,provided that each such sublease shall be subject and subordinate to this Lease and any Leasehold Mortgage and to the rights of Lessor's hereunder and the rights of any leasehold mortgagee thereunder.Notwithstanding any such subletting,Lessee shall at all times remain liable for the performance of all of the covenants and agreements under this Lease on Lessee's part to be so performed. 18. Insurance. a. Lessee shall maintain so called All Risk property insurance on the Premises to include "Special Form" coverage, including Windstorm, Flood, Vandalism, and Malicious Mischief covering the Premises Building, improvements thereon and real property, at replacement cost value as reasonably estimated by Lessee, together with such other insurance coverage as Lessee, in its reasonable judgment,may elect to maintain from time to time. Lessor shall be added as an additional insured on the All Risk property insurance policy as their interest may appear; and shall include a provision requiring not less than ten(10) days prior written notice to Lessee in the event of cancellation or reduction in policy(ies)coverage. Lessee is responsible for any deductibles. b. Lessee shall provide and maintain Worker's Compensation Insurance covering all employees meeting the then existing Statutory Limits in compliance with the applicable state and federal laws. The coverage shall include Employer's Liability with a minimum limit of One Hundred Thousand and 00/100 Dollars($100,000.00) per each accident. If such amounts are less than good insurance industry practice would require,Lessor reserves the right to increase these insurance limits by providing Lessee with at least sixty (60)days' advance notice to initiate such policy limit increase. c. i.essee shall also maintain standard fire and extended coverage insurance on Lessee's personal property located on the Premises and all of Lessee's property located on or in the Premises including, without limitation, furniture, equipment, fittings, installations, betterments, improvements, fixtures (including removable trade fixtures),personal property and supplies,in an amount not less than the then-existing full replacement value. d. Business Automobile Liability insurance, and Business Boat Liability Insurance, for automobiles and boats used by Lessee in the course of its performance under this Lease,including Employer's Non- Ownership and Hired Auto Coverage, each said policy in amounts of One Million and 00/100 Dollars ($1,000,000.00)combined single limit per occurrence. if such amounts are less than good insurance practice would require,Lessor reserves the right to increase these insurance limits by providing Lessee with at least sixty(60)days' advance notice to initiate such policy limit increase. e. Pollution Liability insurance covering the accidental discharge and clean-up of pollutants shall be maintained by the Lessee in an amount of not less than One Million and 00/100 dollars ($1,000,000) per occurrence. Such coverage shall cover third party liability and clean up coverage. 6 1 ZK f. Commercial General Liability insurance shall be maintained in an amount of not less than three million dollars ($3,000,000) in the aggregate. Lessor reserves the right to increase these insurance limits by providing Lessee with at least sixty (60)days'advance notice to initiate such policy limit increase. g. Builder's Risk Insurance shall be obtained and secured by Lessee at all times during the construction of any improvements on the Premises covering contractor's labor,materials,and equipment to be used for completion of the work performed against all risks of direct physical loss,excluding earthquake and flood, for an amount equal to the full cost of the improvements. Lessee is responsible for any deductibles. h. Lessor shall be added and continuously maintained as an additional insured on all policies of insurance required under this section.Evidence of such insurance shall be provided to Lessor and the Collier County Risk Management Division,3311 East Tamiami Trail,Administration Building,Naples,Florida,34112,for approval prior to the commencement of this Lease; and shall include a provision requiring not less than ten (10)days prior written notice to Lessor in the event of cancellation or reduction in policy(ies) coverage. If such amounts are less than good insurance practice would require, Lessor reserves the right to reasonably amend their insurance requirements by issuance of notice in writing to Lessee,whereupon receipt of such notice Lessee shall have thirty (30)days in which to obtain such additional insurance. The issuer of any policy must have a Certificate of Authority to transact insurance business in the State of Florida and must he consistent with Lessee's customary insurance policies or better. Each insurer must be responsible and reputable and must have financial capacity consistent with the risks covered. Each policy must contain an endorsement to the effect that the issuer waives any claim or right of subrogation to recover against Lessor,its employees,representatives,and agents. i. Failure to continuously abide with all of these insurance provisions shall be deemed to be a material breach of this Lease and Lessor and Lessee,as applicable, shall have the remedies set forth below. 19. Defaults and Remedies. a. Defaults by Lessee. The occurrence of any of the following events and the expiration of the applicable cure period set forth below without such event being cured or remedied will constitute an"Event of Default by Lessee" to the greatest extent then allowed by law: i. Subject to Section 14 above,the cessation of Lessee to use the Premises for a Golf Complex for a period of sixty(60)consecutive days. Lessee's knowing misrepresentation of a material matter related to this Lease. iii. A court enters an order approving a petition filed against Lessee under any insolvency, reorganization, or bankruptcy law and such order is not vacated, set aside or stayed within ninety (90)days after the date of entry of such order,or such order is thereafter set aside. iv. Lessee making a general assignment of the benefit of creditors. v. If Lessee suffers this Lease to be taken under any writ of execution and/or other process of law or equity except as permitted under a Consent to Encumbrance. vi. Any lien is filed by Lessee against the Premises or Lessee's interest therein or any part thereof in violation of this Lease,or otherwise,and the same remains unreleased for a period of sixty (60)days from the date of filing unless within such period Lessee is contesting in good faith the validity of such lien and such lien is appropriately bonded. 7 - K vii. Failure of Lessee to perform or comply with any material covenant or condition made under this Lease,which failure is not cured within ninety(90)days from receipt of Lessor's written notice stating the non-compliance shall constitute a default (other than those covenants for which a different cure period is provided),whereby Lessor may, at its option,terminate this Lease by giving Lessee thirty(30)days written notice unless the default is fully cured within that thirty (30)day notice period(or such additional time as is agreed to in writing by Lessor as being reasonably required to correct such default). ii b. Remedies of Lessor. i. In the event of the occurrence of any of the foregoing defaults following written notice to Lessee with opportunity to cure, Lessor, in addition to any other rights and remedies it may have, shall have the immediate right to re-enter and remove all individuals, entities and/or property from the Premises. Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Lessee,all without service of notice or resort to legal process and without being deemed guilty of trespass, or being liable for any loss or damage which may be occasioned thereby. If Lessee does not cure the defaults in the time frames as set forth above, and Lessor has removed and stored property, Lessor shall not be required to store for more than thirty (30) days. After such time, such property shall be deemed abandoned and Lessor shall dispose of such property in any manner it so chooses and shall not be liable to Lessee for such disposal. ii. If Lessee fails to promptly pay,when due,any full installment of rent or any other sum payable to Lessor under this Lease, and if said sum remains unpaid for more than five (5) business days past the due date,the Lessee shall pay Lessor a late payment charge equal to five percent (5%) of each such payment not paid promptly and in full when due. Any amounts not paid promptly when due shall also accrue compounded interest of two(2%)percent per month or the highest interest rate then allowed by Florida law, whichever is higher("Default Rate"), which interest shall be promptly paid by Lessee to Lessor. iii. Lessor may sue for direct, actual damages arising out of such default of Lessee or apply for injunctive relief as may appear necessary or desirable to enforce the performance and observance of any obligation,agreement or covenant of Lessee under this Lease,or otherwise. Lessor shall be entitled to reasonable attorneys'fees and costs incurred arising out of Lessee's default under this Lease. c. Default by Lessor. Lessor shall in no event be charged with default in the performance of any of its obligations hereunder unless and until Lessor shall have failed to perform such obligations within thirty (30) days (or such additional time as is reasonably required to correct such default)after written notice to Lessor by Lessee properly and in meaningful detail specifying wherein, in Lessee's judgment or opinion, • Lessor has failed to perform any such obligation(s). d. Remedies of Lessee. Lessee's remedies for Lessor's default under this Lease shall be limited to the following: i. For injunctive relief as may appear necessary or desirable to enforce the performance and observance of any obligation,agreement or covenant of Lessor under this Lease. ii. Lessee may cure any default of Lessor and pay all sums or do all reasonably necessary work and incur all reasonable costs on behalf of and at the expense of Lessor. Lessor will pay Lessee on demand all reasonable costs incurred and any amounts so paid by Lessee on behalf of Lessor,with no interest. 1K iii. Lessee may sue for direct,actual damages arising out of such default of Lessor. Lessee shall be entitled to reasonable attorney's fees and costs incurred arising out of Lessor's default under this Lease. e. No Remedy Exclusive. No remedy herein conferred upon or reserved to either party is intended to be exclusive of any other available remedy or remedies,but each and every such remedy will be cumulative and in addition to every other remedy given under this Lease or hereafter existing under law or in equity. No delay or omission to exercise any right or power accruing upon any event of default will impair any such right or power nor be construed to be waived,but any such right and power maybe exercised from time to time and as often as may be deemed expedient. f. Non-Waiver. Every provision hereof imposing an obligation upon Lessee is a material inducement and consideration for the execution of this Lease by Lessee and Lessor. No waiver by Lessee or Lessor of any breach of any provision of this Lease will be deemed for any purpose to be a waiver of any breach of any other provision hereof or of any continuing or subsequent breach of the same provision, irrespective of the length of time that the respective breach may have continued. Miscellaneous Legal Matters 20. This Lease and Operating Agreement shall be construed by and controlled under the laws of the State of Florida. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Lessee with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement,the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court [ Mediator certified by the State of Florida. The mediation shall be attended by representatives of Lessee with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Following the conclusion of this procedure, either party may file an action in the Circuit Court of Collier County to enforce the terms of this Lease,which Court the Parties agree to have the sole and exclusive jurisdiction. 21. This Lease and Operating Agreement contains the entire agreement of the Parties with respect to the matters covered by this Lease and no other agreement, statement or promise made any party, or to any employee, officer or agent of any party, which is not contained in this Lease shall be binding or valid. Time is of the essence in the doing, performance and observation of each and every term, covenant, and condition of this Lease by the Parties. 22. In the event state or federal laws are enacted after the execution of this Lease,which are applicable to and preclude in whole or in part the Parties'compliance with the terms of this Lease,then in such event this Lease shall be modified or revoked as is necessary to comply with such laws,in a manner which best reflects the intent of this Lease. 23. Except as otherwise provided herein,this Lease shall only be amended by mutual written consent of the Parties hereto or by their successors in interest. Notices hereunder shall be given to the Parties set forth below and shall be made by hand delivery,facsimile,overnight delivery or by regular mail. If given by regular mail, the I notice shall be deemed to have been given within a required time if deposited in the U.S. Mail, postage prepaid, within the time limit. For the purpose of calculating time limits which run from the giving of a particular notice the 9 CI I LK time shall be calculated from actual receipt of the notice. Time shall run only on business days which,for purposes of this Lease shall be any day other than a Saturday,Sunday or legal public holiday. Notices shall be addressed as follows: If to Lessor: County Manager Collier County Manager's Office 3301 East Tamiami Trail Naples,Florida 34112 CC: Real Property Management 3301 Tamiami Trail Building W Naples, Florida 34112 If to Lessee: CC BSG Naples, LLC Attn: Randall Cousins, Senior Vice President 3030 LBJ Freeway,Suite 600, Dallas, Texas 75234 CC: CC BSG Naples, LLC Attn: General Counsel 3030 LBJ Freeway, Suite 600, Dallas,Texas 75234 Notice shall be deemed to have been given on the next successive business day to the date of the courier waybill if sent by nationally recognized overnight delivery service. 24. Lessee is an independent contractor and is not any agent or representative or employee of Lessor. During the term of this Lease, neither Lessee, nor anyone acting on behalf of Lessee, shall hold itself out as an employee,servant, representative or agent of Lessor. Neither party will have the right or authority to bind the other party without express written authorization of such other party to any obligation to any third party. No third party is intended by the Parties to be a beneficiary of this Lease or to have any rights to enforce this Lease against either party hereto or otherwise. Nothing contained in this Lease will constitute the Parties as partners or joint ventures for any purpose,it being the express intention of the Parties that no such partnership or joint venture exists or will exist. Lessee acknowledges that Lessor is not providing any vacation time,sick pay,or other welfare or retirement benefits normally associated with an employee-employer relationship and that Lessor excludes Lessee and its employees from participation in all health and welfare benefit plans including vacation, sick leave, severance, life, accident, health and disability insurance,deferred compensation,retirement and grievance rights or privileges. 25. Neither party to this Lease will be liable for any delay in the performance of any obligation under this Lease or of any inability to perform an obligation under this Lease if and to the extent that such delay in performance or inability to perform is caused by an event or circumstance beyond the reasonable control of and without the fault or negligence of the party claiming Force Majeure. "Force Majeure" shall include an act of God,war(declared or undeclared), sabotage,riot, insurrection,civil unrest or disturbance,military or guerrilla action,economic sanction or embargo, civil strike, work stoppage, slow-down or lock-out, explosion, fire, earthquake, abnormal weather condition,hurricane,flood,lightning,wind,drought,pandemic,and the binding order of any governmental authority. 26. Except to the extent necessary to operate the Golf Complex and then only in accordance with applicable law, Lessee will not transport, use, store, maintain, generate, manufacture, handle, dispose, release or to �.i 11K discharge any IIazardous Materials upon or about the Premises, nor permit employees, representatives, agents, contractors,sub-contractors,sub-sub-contractors, material men and/or suppliers to engage in such activities upon or about the Premises. 27. In compliance with Section 404.056, Florida Statutes, all Parties are hereby made aware of the following: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your County Public Health Department. 28. Lessee shall execute this Lease prior to it being submitted for approval by the Board of County Commissioners. This Lease shall be recorded by the County in the Official Records of'Collier County, Florida, within fourteen (14) days after the County enters into this Lease, at Lessee's sole cost and expense, with a copy of the recorded Agreement provided to County. IN WITNESS WHEREOF, the Lessee and Lessor have hereto executed this Lease the day and year first above written. AS TO 'I'IIE LESSEE: CC BSO Naples, ',LC / By: Witness (st lure) // // t✓r e\i I c Se ,YcJ CX�it4✓r-/-+ 11/�;�lla__- (Print Mine and Title) (print name) Witness (signature) Tars . ds1n (print name) AS'1'O"['IIE COUNTY: ATTEST: BOARD OF :MINTY COMMISSIONERS, Crystal K. Kin el, Clerk COLLIER O Y, FLORID a1/64(1 BY In I II I ►i1 By: — —= Attest as fo Chairman s , u • y Penny Taylor, Chair sigratttrn^n'v. Approved as to form and t,lity:79 EP 4_-- I,Crystal K.IGnzel,Clerk of Courts if.and for Collier County de hearty;Artily,;rat the ax•re instrument is a tare a,d correct Scott R.Teach apyctft eorigin I led' ^!f Co Deputy County Attorney By: utXCl�k Data:I <� I �Y�j� 11K EXHIBIT A TRACTS A AND B,GOLDEN GATE-UNIT 1,ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 5,PAGES 60 TO 64,OF THE PUBLIC RECORDS OF COLLIER COUNTY,FLORIDA. AND TRACT A,GOLDEN GATE-UNIT 8 PART 1,ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 5,PAGES 147 TO 151,AND TRACT A,GOLDEN GATE-UNIT 8 PART 2,ACCORDING TO THE MAP OR PLATTHEREOF AS RECORDED IN PLAT BOOK 9,PAGES 108 TO 112,ALL OF THE PUBLIC RECORDS OF COLLIER COUNTY,FLORIDA. LESS AND EXCEPT PARCEL(1); R 54 5 t BEGIN AT A POINT,CORNER NUM Al FEET SO t•ANL7 �3 FEET EAST OF THE NORTHWEST 7► CORNER OF TRACT"A"OF GOLF �;E-SUBDIVISION,UNIT t;,PA '@ ; ,SHOWN ON A PLAT THEREOF RECORDED IN PLAT BOOK 9,P,AG . G'1-112,OF THE PUBLIC RECORD5tt Cg1UER COUNTY,FLORIDA; THENCE RUN N.0 DEGREES/15'O4rfl ..16.91.FE.ETTO CORNER NUMBhtt2 ON,THE EAST LINE OF AN ACCESS EASEMENT;THENCE RUN N.12 DEGi 5,5.S4.'43''E:31:94•FF,1:T\ALONG SAID EASEMENT TO A POINT OF CURVATURE,THENCE RUI)(NO HERLY ALOr�C Vitt P. C OF A CURVE TO E LEeT WHOSE RADIUS IS 577.88 • FEET AND WHOSE CENTRAL A{Z LE 7 4T' ARCANC OF 78.51 FEET TO CORNER NUMBER 3;THENCE N.t DE EEb 44h " .8 .59\\ E'T Cal EA. ER •THENCE. S.0 DEGREES 15'04"E.116.40 FEET TCO ERtNW ER ;T�f1EN E S., ptIEG ES 'iNC8 "W.98.46 FEET TO CORNER NUMBER 6; THENCE S.50 DEGREES 0‘?'.`46"\W.14.20 FEET TO CORNER NUMBER1,AN OINT OF BEGINNING. AND ALSO LESS AND EXCEP1$ I EL(2): { � %""•--1 J A PARCEL OF LAND IN COLLIE 7OW FLORIDA,MORE PARTIC, I.'1 ESCRIBED AS FOLLOWS AND BEING A PART OF THE PLAT OF TR4GII,,A.op-GQLDEN GATE U)AT804 1,AS RECORDED IN PLAT BOOK 9, PAGE 107-A,OF THE PUBLIC RECORDS.OF¢bf.UyttoiIR`fy,GOPI1DA;MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF TRACT A;THENCE RUNNING SOUTH A DISTANCE OF 649.27 FEET ALONG THE WEST BOUNDARY OF SAID TRACT A;THENCE RUNNING EAST 336.31 FEET TO A POINT,SAID POINT BEING ALSO DESCRIBED AS THE POINT OF BEGINNING; THENCE RUN NORTH 89'54'21" EAST,A DISTANCE OF 331.15 FEET TO A POINT;THENCE RUN NORTH 0'09'03"EAST A DISTANCE OF 75.04 FEET TO A POINT;THENCE RUN NORTH 23'43'43"EAST A DISTANCE OF 104.18 FEET TO A POINT;THENCE RUN NORTH 47'07'42"WEST A DISTANCE OF 196.55 FEET TO A POINT;THENCE RUN SOUTH 89'44'56"WEST A DISTANCE OF 184.50 FEET TO A POINT;THENCE RUN SOUTH 50'09'46"WEST A DISTANCE OF 14.20 FEET TO A POINT;THENCE RUN SOUTH 110 04'09"WEST A DISTANCE OF 113.36 FEET TO A POINT;THENCE RUN SOUTH 3'45'30"WEST A DISTANCE OF 183.92 FEET TO THE POINT OF BEGINNING. 'The Parties agree to enter into a subsequent amendment to the Agreement to exclude certain agreed upon parcels from this legal description,which references the entire Premises. 12 11K AND ALSO LESS AND EXCEPT PARCEL(3) COMMENCING AT THE NORTHWEST CORNER OF TRACT I OF SAID GOLDEN GATE UNIT 1,RUN S 00'31'32"E Al ONG IIIL'WEST I INC OF SAID 1RACT I FOR A DISTANCE OF 460.24 FEET TO A POINT OF CURVATURE; THENCE 78.16 FEET ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 50.00 FEET,A CENTRAI.ANGLE OF 89'33'45",A CHORD DISTANCE OF 70.44 FEET,BEARING S 45'24'7.9"F TO A POINT OF TANGENCY AND AN INTERSECTION WITH THE SOUTH LINE OF SAID TRACT I; THENCE ALONG SAID LINE N 89'30'20"E FOR A DISTANCE OF 149.52 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE N 89'30'20"E FOR A DISTANCE OF 143.25 FEEL; THENCE LEAVING SAID LINE.S 00'29'40"E FOR A DISTANCE OF 116.67 FEET; THENCE S 89'53'11"W FOR A DISTANCE OF 72.43 FEET; THENCE N 86'58'47"W FOR A DISTANCE OF 69.02 FEEL; THENCE N 02'03'40" F FOR A DISTANCE OF 48,97 FCE(T;' THENCE N 14"13'43"W FOR A DISTANCE OF•17.31 FEET; , TI IENCE N 00'29'40"W FOR A DISTANCE OF 45.23 FEET TO THE POINT OF BEGINNING; THE ABOVE DESCRIBES AN AREA OF APPROXIMATELY 2,190,871 SQUARE FEET OR 165.08 ACRES OF LAND. COASTAI.ENGINEERING CONSULTANTS,INC. •• El ORIDA BUSINESS AUT a 0.110N NO.LB 2464 ' ri�; ._1 ' ' I i i I RICI IARD J.EWING, 7.6.1. I , , PROFESSIONAL SIIRVEYO: AND.MAPPER ! • FLORIDA CERTII ICATE N o:'529 NOT VALID WITHOUT THE SIGNATURE AND TI IE ORIGINAL RAISED SEAL 01 A FLORIDA LICENSED SURVEYOR AND MAPPER ' CEC FILE NO.19.059 ' DATE OF SIGNATURE: 7' f•/9 ' 13 i 1K .i.sm Hl9iTA --'-- �T0 u�LEQEND lam— MIIMMI _ .._ aQ 11,._ .. ;la- aa•nAT6VA E00 0 250 OOD 1000 Ir 6� - _Iiarrl) yol 8 ml•061 1Ync�uiwn SCALE'T•-S00' t°� ¢xy[�' tIaF1Ig01{I. $ QEHERAL NOES I-- r {i�- I i � rM[bpVl • {.IV[Y(b)7[1AnbtW®b1AGMafANlan{MIa f,CIC Ott n[aJ11 I %� - - _- MnIIo WAYu adoa•CURVE.001 UK TABLE JCT WO WPC 11{� OKK•CURVE TABLE 3 ([ S cum aM$A 04u tO OSI OIONS WN1YM1 N { --- - G e mar/ ,aarw Inv 1IaPlfrr'!smarm DI r r ei lam Naar• 1u17 ....Ee I 10,601MIUNIIr / "- A• D b t c1 el03 w�� J sap K151' aU'SIwE-Iv ([Io' Iww SWOPS%M7 M.lr 0ZIWO ngq' 111t40ea . ;;,''• Irr�]1.Y, t i Cell AIttQ w1 t, M Mb•/PWW I .._ 1 Q7,0;ALMA\' 9 'rl inOm[' v am 1rw wwnxw �, OF UNS . MOO WNW OW I- f/ d IA m Snae 111r[ III n• 111b•/n 1T 4.1 w OP 16'wK awro � / � � t /Np 'Wilt: 1N I Ra1•wA r1 J l \ 1.l 11Ltr was, NtN ,\ ...--- ". CIyy{) lag 1111' 7•aw N11T11]fYI �. �,. ` \`,'/`\ ` CIK) }lap /,7ylr n. 7 \ / I CI rIIM Illal Sal lr IWSrtwe -'t li a ;4,41 51. t` EA fop our 11w NIIINVW L]lK-LINE TABLEIII �'4rl 1 pu,ra` iy •., 1 c, .1: woos wv l./ c1» /Oar a111 nIr 1MI',rlrE p 4.// DI q00 omw nv 6 y4,y �• __1 _ f Ll Clan KK HIP Au Nw•r17W1 iwc I1xr10 163tANCI 'd�.Qd'N E1•\-' v. fr t 1A11 MI (0[Q IA NG ii Mtn MOT �'�dam) '(1p07�W� n A1111 w.MIN LEO mint Sur �a HOY �3 _ 1 �l SKETCH OF DESCR'�PTION pu Y1 1 L 611TIarl n \ NOT A SURVEY /1A101101 &UAVOSD If as 1JAWOn La NAxSI[ MSC IIIa•21Irt ma.0aW1 IWAc I'A' NOI aANFnilltn 1Ille ONL PREEN) • IKON rwn• Al% PLEASE SEE ATTACHED 11EM[7WAL INStIISWL OrA/aW 161 L Nrrw111V 1N 1r Mr1av[IN,.'a11 UAfarMi] s Iatrllaw tlllVETat Lao AA1rR11 Ie5'r II6-41M IPar {RAI BOOM Ya LEGAL DESCRIPTION W>bdslnNw� «m NOWIIE N]a rM1a1PAII{101AN1,1, tl 7•9Y7 w _,,. •Ar f I. UER COUNTY Bowl OF COVHTY 00WA;SIONERB 1�. �.pao �___.� SKETCH oc OE6CRIlTON oArArinc•KaiNMON rA.i,•A•,0014Nai "' �Var,...,l=. M al w1,.M.1.41,oM aWpMa,12RIN ALCOIW P M10V0[arllgleroM 4 ' BSI'• -'^. `- Wt11.,is ma nwcwc Pope,ea 0Y00001.r.MMla KA wraw,1^a• M Ir—vanotnnn------ 'A11y`161�'\ ii045 { IaP�IQ rM�,1101FO,v,�t7 e1DlaMldn,[.rACT1 I\\%,‘I SCALE:Y•SOIY wP t��\\... MJ 9 11 GEIERAL NOTE¢ 1. OWq.1 hll IEARHOa[Y1fDONAgUO[[MIIOd 1wY11I1T 11fI PR fOY•11`_— J WITD d WAY LIM OF 7ol0Ol WI T/Ar[AY. / al CXX•CURVE TABLE ° N •� ftlrTllfT watrp•) 1NACr'A' f COWS NAWU Dan IIa10111 ,].Dim VENOM [! Nm'1Il«N4 Illl tTPINC1- [.(PI 71ap a00A lnlr •6i'0. teopl \ CC I�({•II ]IDCQ VAN' ENV IW1rYl IADIl 111A _ �41 , 210p /0'p00' Dalt • j 110OY WY 11111' SHIM! U. �. •J INfm a19a0P Warr 12LLn OM' KIN a1Y011a1 Nll'OM,m14 ...` `\•`/\ llbd 0NNW 1X1nIa WHOM Nra �cs •_-•v`�•\ ,l.\ C COCO a19W# MI; 97. 1p17fOrvl 1 s . Gal raw a1 n• 1Ou NN'V1TV 1 ,"/ �j Cb1 2)10000/ Idm90 twat' t-•.TRMI F :'. uM ct: tnp -w NSP-- (�`�,,„„ S 11 r N'SYII' NaOY _- 1Tll ,) 81 ' I 0111p1 rl OC Yrryry Sa/11• [N'VNl /flq CI(IO �t0 ta7rll' 111E LKK•LINE TABLE // .1F Ir rrum ',ow"J ,� •• la NOV nln ana Nlrnl'NW CI Flea NMI' Nln 1M WNW PICNICS / IIM1i F1ep war PI he IuawlMM I (pp MYGaCOW GN0 19W amn• star MD IOF70•Arw pb• cn NFr nN NN'1MW ,i �(^ 861 rag aaoaor tax I a1J1I1'I L7C IS eV �' / G, qp lair IAd Nw'Irtrt t) C< CIE aan waaa� Kn N7a ImOD \ ��.-- ', \y,0t CI A'Q yore• rem row NInrNW { LI Ir711Ir[ u WWII Iw I IFS 1411 NOrlAr41 11.011 W7 WRVS I*Or OAT) (WRV S[ SKETCH OF DESCRIPTION HOT A SURVEY 1 =.-_- PLEASE BEE ATTACHED LEGAL DESCRIPTION I ..R[ . en CIXITERCWNSY OOAItD OF lXX1f1iY CCUU SWIIEA9 u _=: -- _ 6HETCI OF OEFCfPTION wara.Alvuw tee.lDI nuala•..unn.A0. •�• w 1 . QQprW���I« wr,..4t'fI• IUIlawrnaz W.Vr1-.1 A1.�t1uw rut IOXI PIWS•Ibw Or •yam I -' : - � ,Y['�'AA IK RAIN nave.0i CVAI,r.NORM w* ,,.. i wg Tom{ Ant..lnrt r i i i . ............,- 1 .------ __.....--. (3) F $ Iu 1 1- EXHIBIT A ___ LEGEND dl•wnI MIA ,A 1pNf 01065606.0 1 0•1•E.10itYCOM 100 0 60 100 200 a MAMAAN•OLEOAE'OON GIn SCALE:1"•100' GENERAL NOTES 1 tll10NY(g00.0r1110 BARD am 00.0 RMm or Mm•lr4,E 0..11E EM11 CAM OF NNY NE0F0Q C010AlI NANNY • • __ --A y use BB A Ira2 OM Met TMCT•A• N W NXC4nl WE IPM12 CXX COVETABLE - _ IF MN P 00.0111016. H11a0 ," �_i+�)( nSES IM„ aal'R IMOUf MIA IIMD111 CMAD NANO ` ,I, �,. \ oiof mx NY/OY IOW I • -p �`/ 'Il l - MrCm / ) UO(•UNE TABLE -` 3g d�al� �'/ 7 - _I.:" 1 f UK E666 0111 MCE NW no INN LI ,4 i W 11017`NT`/ LLw Fi _.WLTAnl20WIn__ _._ 1 .wv V 1079J0{C�OLVtEE Mr , 4 -61_._..)-) 4.4) '' .—. P____-- J 1.1'1 11T.l 'ITS 1 j11W{f..'i HN R49 1 000 '� EI IW, Kll' w , 1 .` l ) gr.rsE IIEtl MCI'A' 1 1 o.r110T1 IIS.r 1 IINI EYIMAV N W DNRIPMI2 lOn cur1cm «I[ ---lJ NOTION I• ,\o • WKS NIA L `• 11NOIlal,In _ • ar Op , 1_`• __-._.- /(I IWNIDCI01R11MR12)�./ 7 Eg( NE-1{i1.rA0[PdQ' I 1 SKETCHOF DESCRIPTION I N Nµirt \ i- N1Op0,otoAMI1rA NOT A SURVEY ---•. EAST SKI 010781E Ns INNPLEASE SEE ATTACHED LEGAL rvMIII 91001n WM/WI No % DESCRIPTION GAINER COUNTY BOMDOF Coon,cOAMlR61ONERs r ' _ i E rw'L�I P- —r— — _ CJIPTCNOf OESCAPDON Co APMQr r wmnoisoccroo,oMccm,c,-_ _N. � _L•,= Aa��eynA�.w� N/,AAxo•mlo to n owe awA11v1.10, 64010.OMIIAI«fIl 1.Man M NN.a _wNuw+WmCatiArC WWYIr..,•�-t[IWYALtoElP CAI l•ICnMffIW aor _ .r.• -.•_ IYW� NM PtWK�. .. — — £KH,oRA 1 LEGEND .,1 FF. . KAMM 1r1.wATMIA r � f—�--"�I • comno1 WA(I. IN•41R 0010MA 100 0 CO 100 200 r 0.1E i CDt rn(N•°E° rnittio• SCALE'1••10V mm { GENE_RA NOS I T-- TE l AMNOON•fav RAW or 0:0117TE ON MINN WE OFad%i. 4` QQ N IY / (.�__! • ?I,)(.•\ CU•CURVE TABLE BL000Irl,/ ..- N _�J,)'\ CUM MOUE DEM I610111 CNam. OEN«RI v �1 GOLDowt 11�1fT 1J •'h- t1 Eou «�1v, uw NO cu•N•IEL f 0Ri ! a I4j lir r� r'1Y `4/\ LAX•LINE TABLE (42, �_ . 1 WI EEAIEtl 611AWM VV •j LI MNIIW NIT {\ • '� u Ir-«Irw NW 1 1 � i IS NOTHtlE «R POINT OF BEG ilicomill .1 `/ LC °"°° nW Pn • eoruc27l[ J)\ !/ l4BAMO EIfn1NiACi�tf) LA NECNNYI KL 11:, CA NIW30.24•E IIOE! Ht0J070E 1411I' `'0�" TRACT•A•, - 00t1L 1001. .EO TRACT'11. MICK SKETCH OF DESCRIPTION GOLDEN GATE APNo.4lo¢Y 1' z GOLDEN GATE NOTASURVEY UNIT MN.COUN s. i pureoalcL. 7 wow coot UNIT IND j Pwaw6l 12 LI vwrnrm� PLEAS£SEE ATTACHED DESCRPTION LEGAL UT 101X 3 i o .A1"'dell.r.r.r '.�. M COlUE0.COUH7Y 00MDC6 COUHTYCOUMISEIONIA] r� ''•� ..—^-- —`_ �,�j OKETCN OF 0E506410H v+/Nana wolnaw ntrr.oa«MOIn. --��I----'-- C .'l.'•.r•v NEYiNOMINNIena MM OI Mr flacon AAYG•M.•1 Nos.D.1.Nomum NI/ tea. rl" �'_---'---._ +aw ... narlwlc.mous ma./war,.Msa• ��.�_��6T At 4Aewra L«IWNCONN a •• • /...•.w f I i i i IS ,/'� � 1 11K EXHIBIT B Construction of the Golf Complex I. Improvements. Lessee will improve the Premises by constructing thereon the BigShots Facility,at its own cost and expense, consistent with BigShots' March 18, 2021 Proposal, including the following improvement features, subject to approval by the Parties of the final BigShots Facility plans: • Hitting bays with the latest BigShots Golf tracking technology,hardware,and audio video experience. • Two story Building with 200+ full-service dining seats, food and beverage areas(first and second floor),private event space and patio. Lessor will improve the Golf Course portion of the Premises by redesigning and reconstructing the existing golf course into a 12-hole golf course incorporating portions of the original former Golden Gate Golf Course layout. For the entire Term and Renewal Terms of the Lease, Lessee shall use the Premises as a Golf Complex open to the public for use by all the residents and visitors of Collier County (the "Permitted Use"). The exact location upon the Premises in which the BigShots Facility will be situated and the exact portion of the Premises to comprise the Golf Course shall be in accordance with plans and specifications approved in writing by the County. a. BigShots Facility -Construction Activity. 1. Lessee shall not commence any site work, building, alterations, additions or infrastructure improvements,or engage in any construction activity on the Premises,without the prior written consent and approval of the County. Further, Lessee shall obtain the County's written consent and approval of all plans for site work, buildings, alterations, additions, grading, paving, drainage, utilities, landscaping, or other infrastructure improvements before construction may be commenced. All construction of improvements must conform with the approved plans and shall be constructed or installed in accordance with all applicable statutes,ordinances, building codes,and rules and regulations of the County,and any other authority that may have jurisdiction over the Premises and Lessee's operations. Lessee is solely responsible for determining and obtaining all necessary permits and approvals, and for paying all fees required, for the construction. The County's approval of Lessee's plans and specifications does not constitute a representation or warranty as to their conformity with Collier County building standards,codes or zoning. 2. Lessee shall plan, organize, supervise, schedule, monitor, direct and control the construction of the BigShots Facility competently and efficiently,devoting such attention thereto and applying such skills and expertise as may be necessary to perform the work in accordance with the plans approved by the County. Lessee shall be responsible to see that the finished construction complies accurately with those approved plans. A construction superintendent,who shall be subject to the County's approval and not be replaced without prior written notice to the County Manager except under extraordinary circumstances, shall be on site at all times during const►uction. All communications given to the superintendent shall be as binding as if given to the Lessee. The superintendent shall be on the Premises at all times during construction whenever Lessee's work crews,or work crews of contractors and other parties authorized by Lessee are engaged in any activity whatsoever associated with the construction related 16 1lK to the BigShots Facility. Should the Lessee fail to comply with the above condition,the Lessee shall be in breach of this Agreement and the County may pursue its remedies for events of breach as provided herein, 3. By executing and entering into this Agreement, the Lessee is Formally acknowledging without exception or stipulation that it and its contractors are fully responsible for complying with the provisions of the immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Lessee and its contractors to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement consistent with the termination provisions provided herein. Statutes and executive orders require employers to abide by the immigration laws of the United States and to employ only individuals who arc eligible to work in the United States. The Employment Eligibility Verification System(F.-Verify)operated by the Department of Homeland Security(DHS)in partnership with the Social Security Administration (SSA), provides an Internet-based means of verifying employment eligibility of workers in the United States; it is not a substitute for any other employment eligibility verification requirements. Lessee and its contractors are required to enroll and comply with the E-Verify program, and provide acceptable evidence of its enrollment, at the time of the execution of this Lease. Acceptable evidence consists of a copy of the properly completed E-Verity Company Profile page or a copy of the fully executed E-Verify Memorandum of Understanding for the company. Additionally, the Lessee shall require all subcontracted contractors working at the Premises to use the E-Verify system for all purchases except: (1) commodity based procurement where no services arc provided, and(2)where otherwise waived by the County. For additional information regarding the Employment Eligibility Verification System (B-Verify) program visit the following website: hit;'. e.‘<<‘ Llirr.pu% I \`ci111. it shall be the i.cssee's responsibility to familiarize themselves with all rules and regulations governing this program. 4. Lessee and its contractors agree to keep the project site clean at all times of debris,rubbish and waste materials arising out of any improvement to the Premises. At the completion of any improvements, Lessee and its contractors shall remove all debris,rubbish,and waste materials from and about the site of the Premises,as well as all tools,appliances,construction equipment and machinery and surplus materials,and shall leave the Premises site clean and ready for occupancy. 5. Lessee further agrees that all right and title to any alterations, additions and improvements made to the Premises during the Lease Term shall vest in the County upon termination of the Lease,subject to the terms and conditions of this Agreement,shall not be removed,and shall remain on the Premises as the property of the County upon the expiration or termination of this Lease. To that end, all common infrastructure funded and built in accordance with the Lessee's construction plans as approved by the County but outside the leased Premises, including but not limited to gates, fencing, an access roadway extending to the proposed Terminal parking lot and other common area improvements,shall be turned over to the County upon the completion of construction with all right and title vesting upon termination of the Lease. b. BigShots Facility -Commcuecmcnt of Construction/Schedule 1. Lessee agrees that Lessee shall commence the construction of the approved improvements within twelve(12)months from the Effective Date of the Agreement. If Lessee fails to timely commence construction of the approved improvements within twelve (12) months from the Effective Date of this Lease, then, subject to mutually agreed upon reasonable extension(s) due to Acts of God or events outside the reasonable control of the 17 11K Lessee, this Agreement shall terminate after Lessor provides Lessee with a written thirty (30) days' notice of an opportunity to cure,with each party bearing its own cost to that date. Prior to commencing construction of improvements on the Premises, the Lessee shall comply with all the following provisions; (i) Commencement. The Parties agree that Lessee has expertise in operating the Permitted Use planned for the Golf Complex;therefore, it is in the best interest of the parties to work collaboratively and in good faith in developing the site plan and construction documents for the Premises. The Parties agree to schedule and hold regular progress meetings to discuss the Plans and Specifications, however, all final decisions regarding the Plans and Specifications are at the County's reasonable discretion. Within six(6)months of the Effective Date of this Lease, Lessee shall deliver to the County all drawings, plans and specifications for construction of the improvements contemplated to be constructed on the Premises at Lessee's cost, with a proposed schedule of completion of construction. Within thirty(30)days of receipt thereof,the County shall either notify Lessee of its approval of the proposed plans and specifications or reject the proposed plans and specifications with recommended revisions. The Lessee shall prepare revised plans and specifications,consistent with the County's recommendations. Lessee shall have the option of resubmitting to the County revised plans and specifications, incorporating the County's recommended revisions, within thirty (30)days of Lessee's receipt of the County's recommended revisions; or, of terminating this Lease. if revised plans and specifications arc submitted to the County,and the County again rejects the revised plans and specifications,the process shall repeat itself; however,this process shall be completed within twelve (12) months from the Effective Date. In the event Lessee has not submitted acceptable plans and specifications to the County(and the County has approved the same in writing)within 12 months from the Effective Date,this Lease shall terminate. In addition to County approval, Lessee shall obtain at its sole cost all necessary or appropriate approvals and permits from Collier County, the State of Florida, South Florida Water Management District and all other required governmental or non-governmental agencies or parties, subject to the County's assistance,if necessary. Notwithstanding anything herein to the contrary, Lessee acknowledges and agrees that: (i) plans and specifications will not be considered approved by the County unless and until a complete permit set has been approved in writing by the County's Manager(provided, however,draft plans and specifications may be submitted by Lessee to the County and Collier County for preliminary review prior to application for approval by the County and any other agency whose approval is required); and (ii) all permit applications, modifications, responses to Requests for Additional Information("RAI"), South Florida Water Management District and other governmental or non-governmental agencies or parties must first be sent to the County's Manager for prior written approval (and Lessee understands and agrees that no communication with the South Florida Water Management District concerning the Premises or regarding any permit applicable to the County is allowed without the prior written approval of the County's Manager). c. Performance Bond or Letter of Credit. Prior to the commencement of construction of any improvements on the Premises costing greater than Two Hundred Thousand and 00/100 Dollars ($200,000.00), Lessee and/or its contractor(s) shall cause to be obtained a payment and performance bond(that meets the requirements of Section 255.05, Florida Statutes)or letter of credit in a sum equal to the full cost of all such improvements. Said payment and performance bond, letter of credit or other security shall (i)name the County as an obligee or beneficiary thereunder,(ii)be from a company acceptable to the County and licensed to do business in the State of Florida, (iii) contain terms and conditions and be in form and substance satisfactory to the County, (iv) guarantee the full and faithful performance of the construction and completion of all improvements (and payment to all persons supplying Lessee labor, materials and supplies used directly or indirectly in the prosecution of the construction work provided) in. accordance with final plans and specifications approved in writing by the County, free from all liens and claims of contractors, subcontractors, 18 i1K mechanics,laborers and materialmen following the commencement of construction;(v)provide that the construction work shall be completed by the Lessee, its contractor,or, on their default,the surety; (vi)specify that in default of such completion and payment,such part of the amount of the surety as shall be required to complete the work shall be paid to the County as liquidated and agreed damages for the non-performance of Lessee's agreements, it being agreed the exact amount of the County's damages is difficult and impractical to ascertain; and (vii)defend, hold harmless,protect and indemnify the County against all losses,liabilities, damages,expenses,claims and judgments caused by or resulting from any failure to perform completely all of the work described; and(viii) provide that the duty to defend under this section is independent and separate from the duty to indemnify, exists regardless of any ultimate liability of Lessee, the County or any indemnified party, arises immediately upon presentation of a claim by any party and upon written notice of such claim being provided to Lessee;and(ix)that the obligation to indemnify and defend under this section will survive the expiration or earlier termination of this Lease until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. The County may but shall not unreasonably disapprove the surety. The surety shall be deemed approved unless a notice of disapproval is given by the County within thirty (30)business days after receipt of the proposed surety. d. "As Built"Plans and Survey. Atter the final plans and specifications are approved in writing by the County, the Lessee shall diligently and continuously prosecute the construction of the approved improvements, Upon completion of the approved improvements, Lessee shall provide County with"as built"plans and an"as built"survey certified to the County. e. Construction Documents. Lessee shall construct all site improvements on the Premises in accordance with the plans and specifications approved by the County. f. Satisfactory Completion and Certificate of Occupancy. Notwithstanding anything in this Lease to the contrary, unless this Lease is earlier terminated, the Lessee shall satisfactorily complete construction of, and obtain a certificate of occupancy from the Collier County for,all the improvements on the Premises approved by the County within twenty-four(24)months from the Effective Date of this Lease. g. Inspection and Acceptance. Lessee shall obtain all building permits and approvals required. All improvements including,but not limited to,buildings,site preparation,sub-grade preparation,paving,drainage,and overall development of the Premises, shall be subject to inspection, testing, and acceptance in accordance with applicable law. h. Engineering. Lessee must set the necessary boundary stakes on the Premises and shall provide any surveys required for the design of the area paving. Any material deviation from the approved plans and specification must have prior approval by the County and any required governmental agency. i. Utilities. Upon the prior written approval by the County Manager,Lessee may install other utilities on the Premises at its own cost and expense,including all connection,inspection,and service fees.All utilities must be installed underground,unless agreed to in writing by the County and waived by any approving utility authority or agency. The County may negotiate with Lessee for the over sizing or extension of utilities to serve other parcels on the Premises. j. Paving and Concrete. Lessee must construct pavement with an expected pavement life of no less than twenty (20)years. Any roadway access must be in accordance with the Florida Department of Transportation standards as set forth in the"Manual on Uniform Standards" for comparable construction. 1u k. Finish Site Grading. Lessee shall perform,at Lessee's expense,all finish grading of the Premises. 1. Frontage Clearances. Lessee shall insure that all frontages and clearance of the improvements (i) comply with Collier County standards,and(ii)do not encroach upon any building restriction line. m, Parties' Cooperation. The Parties will assist and cooperate with one another in connection with reasonable requests by the other Party for any permit, license or other approval which may be reasonably necessary for or which will facilitate the development,operation and use of the Golf Complex. n. Subsequent Construction Activity. Except as authorized and approved in strict accordance with this Agreement,Lessee shall not commence or conduct any new construction or work,or alter or repair any existing improvements, on the Golf Course costing greater than Twenty-Five Thousand and 00/100 Dollars ($25,000.00) without the County's prior written approval, which approval may be approved,denied, delayed, or conditioned in the County's sole absolute discretion. o. Discharge of Liens. Lessee shall not cause or allow any lis pendens,construction,labor,mechanic's or materialman's lien to be filed against the Premises, the County or the County's real or personal property. In the event of the filing of any lien,or any other charge whatsoever against the Premises,the County or its property,Lessee shall immediately take all necessary action to secure the release of same and shall provide, at Lessee's expense,all bonds,security or undertakings to accomplish the release of such liens. In the event Lessee fails to secure the release of any such liens, the County shall have the right, but not the duty or obligation, to take any action it deems appropriate to secure the release of any such lien including paying the underlying obligation to the honor. Lessee agrees to indemnify and hold the County harmless from all liability, damages associated with this requirement, expense and costs including reasonable attorneys' fees. 20 } 1 lK Exhibit C Scope of Work TERMS OF OPERATING 12-HOLE GOLF COURSE 1. COMMENCEMENT OF SERVICES. The Lessee's HigShots Facility shall be open for business to the public no later than thirty (30)days after the issuance of Certificate of Occupancy for the BigShots Facility on the Premises. 2. STATEMENT OF WORK. The Lessee shall provide services in accordance with the terms and conditions of Invitation to Negotiate No.21-7863, Lessee's proposal thereto,and the terms and conditions of this Agreement, including all attached Exhibits. At a minimum, the Lessee shall staff and professionally manage and operate the Golf Course,as follows: • Provide a professionally managed, properly staffed, and operated Golf Course, including on-site staff responsible for the required agronomic practices of the Golf Course in accordance with industry golf course best maintenances practices. • 12-hole Golf Course operating hours (subject to mutual adjustment, inclement weather, and force majeure): Open from dawn to dusk, Monday through Sunday, 365 days a year. Y Driving range and putting green: Monday through Thursday 9:00 a.m.to 11:00 p.m, and 9:00 a.m. to 12:00 a.m. Friday through Sunday. • Provide preferred Golf Course rates/pricing and access for First Tee and Collier County residents as specifically stated in this Agreement. • Provide marketing,accounting and best practices support for the golf course venture. • Provide innovative and experiential learning opportunities for the youth of Collier County. • Offer Golf Course Memberships and tournament sales to keep the course busy during off-peak operating periods. Copies of the First Tee Term Sheet and the Collier County Resident Discount rates are attached to the Agreements as I?xhibits L,and F,respectively. 3. MONTHLY REPORTING REQUIREMENTS. Lessee shall submit a monthly report to County, by the fifteenth(I 5'11)of each month,detailing the monthly Statement of Gross Receipts that are the basis for Lessee's monthly payment of State sales tax, which receipts shall be subject to audit. The monthly report shall also include, at minimum, daily attendance figures and a copy of the Lessee's State Sales and Use"fax Report,as prescribed by the State of Florida Revenue , , .'+ ,I, . i, +,! ,.+I ,. Lessee's failure to timely produce the monthly report shall he considered a material breach of the Agreement. The County has no duty to notify the Lessee of its failure to remit the monthly report. h, FINANCIAL REVIEW. RECORDS. AUDIT. Upon request, the Lessee shall provide, at its expense,an independent review of the Lessee's financial records.The purpose of this review is to substantiate that the County has been compensated in accordance with this Agreement. The Lessee grants to the County the right and authority(or shall permit any duly authorized agents or representatives of the County),to audit all records,documents, and hooks pertaining to Lessee's operation of the Golf Course and 21 i 1K as reasonably necessary to validate payment of the Rental Percentage. The Lessee agrees to provide materials for any such audit electronically or at the place designated by the County, all at no cost to the County. The Parties agree that the financial records of BigShots are confidential,proprietary, and contain trade secrets that are exempt from disclosure,unless otherwise required by the Florida Public Records Law,Chapter 119, Florida Statutes. 5. SALES TAX,Lessee shall pay all sales,consumer, use and other similar taxes associated with the Golf Complex,which are applicable during the performance of the Agreement. 6. POINT OF SALE EQUIPMENT: The Lessee must use point-of-sale ("POS") electronic cash machines or other electronic accounting control equipment for the proper control of cash payments. Point of Sale reports must be maintained and made available upon demand during the entire term of the resultant Agreement with Collier County.All sales must be accompanied by a receipt to the customer. 7. NO IMPROPER USE. The Lessee will not use, nor suffer or permit any person to use in any manner whatsoever, the Golf Complex for any purpose in violation of any federal, state, county or municipal ordinance,rule,order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Lessee or if the County or its authorized representative shall deem any conduct on the part of the Lessee to be objectionable or improper,the County shall have the right to suspend the Agreement. Should the Lessee fail to correct any such violation,conduct, or practice to the satisfaction of the County within twenty-four(24)hours after receiving notice of such violation,conduct,or practice,such suspension shall continue until the violation is cured. The Lessee further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of theCounty. 8. COOPERATION. The Lessee agrees to cooperate with the County in the conduct of surveys and to provide reports of visitor usage of the Golf Complex,as reasonably requested by the Collier County Manager or the Manager's designee. 9. WAIVER OF INTERFERENCE.The Lessee hereby waives all claims for compensation for loss or damage sustained by reason of any interference with operation of the Golf Complex by any public agency or official in enforcing their duties or any laws or ordinances. Any such interference shall not relieve the Lessee from any obligation hereunder. 10. EMPLOYEES; MANAGER. The Lessee shall employ people to work at the Golf Course who are courteous and well mannered. Subject to the American with Disabilities Act, Lessee shall supply competent employees, who are physically capable of performing their employment duties. The Lessee shall have an experienced manager overseeing the operations at all times when open for business. When the manager is absent, the operation shall be directed by an assistant manager, experienced,and trained in such operations. There shall be an after-hours contact person available by telephone and the contact phone number shall be provided to the County Manager,or the Manager's designee. 11. NO DISCRIMINATION. There shall be no discrimination as to race, gender, color, creed or national origin in the operations referred to by this Agreement;and further,there shall be no discrimination regarding any use, service, maintenance, or operation of the premises. All facilities located on the premises shall be made available to the public,subject to the right of the Lessee to establish and enforce rules and regulations to provide for the safety,orderly operation,and security of the facilities. 12. STORM WARNING. Upon declaration of a hurricane projecting an imminent strike, or the implementation of evacuation procedures from Collier County, Lessee shall meet with the County Manager or the Manager's Designee for the formulation of plans to ensure the improvements on the Lease Premises have been properly secured for hurricane approach. Lessee is required to secure all items owned and maintained by the Lessee. 22 rTh 11K 13. SAFETY AND SECURITY. The Lessee must provide at its expense any security measures to protect its area, equipment, and materials, consistent with applicable law. The County will not assume any responsibility for area security or alarms other than routine law enforcement patrols. In the event of any emergencies, safety or security accident or incident to employees, visitors,and/or property the Lessee must communicate to the County Manager, or the Manager's Designee, immediately followed by a written incident report. The Lessee is to have a written safety and security plan for the Golf Course. The Lessee will cooperate with all jurisdictional law enforcement agencies and personnel. 14. SIGNAGE. All signage,advertising and posting shall be as approved by County. Signs that will be used for advertising purposes shall be constructed and maintained to County standards as defined by the Code Compliance i)epartncnt. The use of the Collier County Logo is prohibited. 15. PRICES. All prices must be displayed and visible by the Lessee's customers. 1G. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES, No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part iII, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 531 1. Violation of this provision may result in one or more of the following consequences: (a) Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time;(b)Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, Request for Proposals, and/or quotes; and,(c) immediate termination of any Agreement held by the individual and/or tirm for cause. 17. COMPLIANCE WITH LAWS, By executing and entering into this Agreement, the Lessee is formally acknowledging without exception or stipulation that it agrees to comply,at its own expense,with all federal, state and local laws,codes,statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, cqualemployment and safety including,but not limited to,the Trench Safety Act, Chapter 553, Florida Statutes,and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at V S. § 119.0701(2)(a)-(b)as stated as follows: iF THE LESSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO THE LESSEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,CONTAC'i'THE CUSTODIAN OF PUBLIC RECORDS Al':' Communication and Customer Relations Division 3299 Tamiami Trail East,Suite 102 Naples, FL 34112-5746 Telephone: (239)252-8999 Email: 1'16,11114, of 11t..viow••1 r; tliri nni,11.; i. 'to the extent applicable, the Lessee must specifically comply with the Florida Public Records Law to: I. Keep and maintain public records required by the public agency to perform the service. 2. Upon request liom the public agency's custodian of public records,provide the public agency with a copy of the requested records or allow the records to he inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by 23 1 1 law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Lessee does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in i I possession of the Lessee or keep and maintain public records required by the public agency to perform the service.If the Lessee transfers all public records to the public agency upon completion of the contract,the Lessee shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Lessee keeps and maintains public records upon completion of the contract,the Lessee shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Lessee observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Lessee to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 18. ,AGREEMENT STAFFING, The Lessee's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The Lessee shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 19. SECURITY.With respect to the Golf Course and the construction improvements made pertaining to the BigShots Facility, the Lessee and its contractor(s) are required to comply with County Ordinance 2004-52, as amended to the extent applicable. Background checks are valid for five (5) years and the Lessor shall not be responsible for any associated costs.If required, Lessee shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records,including a state and FBI fingerprint check,credit reports,education,residence and employment verifications and other related records. Lessee shall be required to maintain records on each employee and make them available to the County for at least four(4)years or as otherwise required by applicable law. The Lessee and its contractor(s) must have a drug and alcohol policy consistent with County Policies(CMA 5312)or as otherwise required by applicable law. 1 1 K EXHIBIT D PERCENTAGE RENT Year • Percentage' Commencement Date 06/08/2021 —12/31/2021 0%* 01/01/2022— 12/31/2022 0%* 01/01/2023— 12/31/2023 OW '01/01/2024— 12/31/2024 1%* 01/01/2025— 12/31/2025 2"/"*« 01/01/2026—the end of the Term 3%** (including all Extended Terms, subject to the County's right to renegotiate the rate for Renewal Terms as provided in the Agreement) * The Lessee's contribution to the design and construction of the initial improvements • made to the Premises are made in lieu of rent through December 31,2023. ** Percentage Rent to be paid by Lessee shall be calculated by multiplying (a) Gross Receipts/Revenue (including Golf Course operations) as shown on the Statement of Gross Receipts/Revenue filed with the Florida Department of Revenue by (b) the percentage set forth in this Exhibit D. The Percentage Rent shall be calculated on the immediately ending quarter and paid no later than twenty (20) days after the end of such immediately ending quarter. For the avoidance of doubt, Lessee's first Percentage Rent payment will be determined based upon the Statement of Gross Receipts/Revenue for the first quarter of 2024. i l K EXHIBIT E FIRST TEE TERM SHEET BINDING TERM SHEET BigShots Naples—Facilities Access for The First Tee of Naples/Collier June 3,2021 Reference is made to that certain Long-Term I.,ease and Operating Agreement("Lease"), anticipated to be entered into by and between CC BSG Naples, LLC ("BSG Naples"), as Lessee, and Collier County,a political subdivision of the State of Florida("County"),as Lessor. This term sheet(this "Term Sheet") evidences the general agreement of BSG Naples and The First Tee of Naples/Collier("First Tee") relating to access for First Tee to the Golf Course (as defined in the Lease). First Tee and BSG Naples are sometimes referred to herein as,"Party"or"Parties". Facility: The redesigned golf course ("Golf Course") and to-be-built BigShots branded golf entertainment facility ("BigShots Facility") located at 4100 Golden Gate Pkwy,Naples, FL 34116. Golf Course Access During First Tee Supervised Programing Periods: Complimentary Golf Course access for 20-50 First Tee participants during the following periods when participating in First Tee supervised programing* with tee time reservations when the Course is open to the public: » September to May, Monday through Friday, 3PM to 630PM » June to August,Monday through Friday, 8AM to 2PM Discounted Golf Course access (60% off the posted greens fee) for 20-50 First Tee participants during the following periods when participating in First Tee supervised programing* with tee time reservations when the Course is open to the public: » September to May, Saturday after 3PM » June to August, Saturday after 1030AM *First Tee staff and volunteer coaches play for free during First Tee supervised programming periods with tee time reservations when the Course is open to the public. Golf Course Access Outside of First Tee Supervised Programming Periods: First Tee participants with Golf Course tee time reservations play for free when accompanied by a paying adult with tee time reservations when the Course is open to the public outside of the "First Tee Supervised Programing Periods"set forth above. 11K Access to BigShots Facility Hitting Bays: Complimentary access to three(3)hitting bays and the putting green at the BigShots Facility for First Tee participants during the following period when participating in First fee supervised programing with reservations when the BigShots Facility is open to the public: » September to May, Monday through Friday,3PM to 630PM » June to August,Monday through Friday,8AM to 2PM Sublease: Subject in all respects to the terms of the Lease, BSG Naples will agree to sublease land to First Tee for purposes of building a clubhouse with classrooms, offices,conference rooms and storage. BSG Naples will have approval rights on the location and exterior design of any improvements. The lease expense is contemplated to be$1/year and the term will run commensurate with BSG Naples' lease with Collier County. Responsibilities: First Tee will be responsible for 100% of the cost related to any improvements located on the subleased property. First Tee will also be required to carry and pay for any property,casualty,and liability insurance necessary to adequately cover their operations at BSG Naples. Definitive Agreements: During the Contingency Period(as defined in the Lease),the Parties will enter into definitive agreements incorporating agreed upon insurance requirements,indemnification obligations and such other additional terms as the Parties may negotiate. First Tee and BSG Naples will each pay their own costs and expenses in connection with this Term Sheet and their respective due diligence activities. Governing Law: This Teri Sheet and the definitive agreements executed in connection herewith shall be governed by and construed under the laws of the State of Florida,without giving effect to any conflicts of law principles and regardless of the laws that might otherwise govern under applicable conflicts of laws principles. Termination: This Term Sheet and the obligations herein are in all respects subject to the terms and conditions of the Lease and shall automatically terminate upon termination of the Lease. /Signatures on following page.] 1 1 K If the foregoing terms and conditions are acceptable, please indicate such acceptance and agreement by signing below on or before June 3,2021. The First Tee of Naples/Collier CC BSG Naples,LLC, a Nevada Limited liability company ( r1 Principal David Pillsbury, President Date: 42 , y Cj S Date: , • Witness One(4gnature) Witness One(signature) (print name) (print name) : WitnesY,(I y(o i it!fiaturc) Witness Two(signature) / �. (print n;u>ie) (print name) 1 1 K If the foregoing terms and conditions are acceptable, please indicate such acceptance and agreement by signing below on or before June 3, 2021. r First Tee of Naples/Collier CC BSG Naples,LLC, a Nevada limited liability company Principal Emily C. Decker, Secretary Date: Date: 6/03/2021 t Witness One(signature) Witness One (signature) /a ,S 4te/se (print name) (print name) ()I.) Witness Two(signature) Witness Two(signature) (print name) (print nab('/i/,J)F ) 1 1 K EXHIBIT F COLLIER COUNTY RESIDENT DISCOUNT Upon the submission of positive identification of'Collier County residency, BigShots shall offer Collier County residents a 40%discount off the 12-hole Golf Course's posted greens fee.* *(I)Tee times subject to availability and course operational hours,and(2)Resident verification subject to a method agreeable to County, such as Horida drivers' license or proof of County real property ownership. � JD CD CO cn 1 1 K 91 0 co D aa I _ tv ..ci CD rn o m D O rt p eC I- � m �m � �� 2 m c., -i -1 � 00 5 2En m cP'nmOZ i� 0 0 1z ka 5 m z E cn0 --I z z M m -i � 9-I 0 rn ° 7\ '1 I � �_ mOo m0 > - 0 zm m c) zz -n nr0 m "cn > n ► S ZO -0 -I m -G70 oo r- 6 40 g � m g * PPS, o CO Z -Ti z = -WG �w ^ CD --I GZ-) X C S z 5,0 (I > m= ""4 rn 0_ Q. 0 M � � cmi) � ncDn CCD • v 0 D -Ox '�i z < � 0 cn a SU S O • • 1 m 0 .� co Xim 8Orno / 0 irt m mT -C -�� � 1 2 O xm O mn ..'. 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