Backup Documents 06/08/2021 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. I he 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 be received in the County Attorney Offic o later
than Monday preceding the Board meeting. tllrne(it GAOS c#Itt e.f i- tru Ltry.
**NEW** ROUTING SLIP ��11°'ti"' s" attootim [p
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complEte ditfi the
exception of the Chairman's signature,draw a line through routingzlines#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 1
d q a�
4. BCC Office Board of County PT by JH/s/ 5/25/24
Commissioners
5. Minutes and Records Clerk of Court's Office 1
I wJ glopoal 8 3%a-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 11K
Approved by the BCC
Type of Document a Long-Term Lease and Operating Agreement Number of Original �Y\
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
PO number or account
number if document is opi-fsci 4.6gg40
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
Office has reviewed the changes,if applicable.
9. Initials of attorney verifying that the attached document is the version approved by the BC�
all changes directed by the BCC have been made,and the document is ready for the
Chairman's signature.
1 - S sLS.t'? 0" � AO C9 -\‘essial �N� �
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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
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COLLIER COUNTY STANDARD FORM
LONG-TERM LEASE AND OPERATING AGREEMENT
GOLF AND ENTERTAINMENT COMPLEX
This Long-Term Lease and Operating Agreement(hereinafter referred to as the"Lease or Agreement") is
entered into this 25th day of May,2021 ("Effective Date"),by and between CC BSG Naples,LLC,a Nevada limited
liability company, registered to do business in the State of Florida, whose mailing address is 3030 LBJ Freeway,
Suite 600, Dallas, Texas 75234, hereinafter referred to as "Lessee or BigShots," and Collier County, a political
subdivision of the State of Florida, whose mailing address is 3301 East Tamiami Trail, Naples, Florida 34112,
hereinafter referred to as"Lessor or County,"collectively stated as the"Parties."
RECITALS:
WHEREAS,on July 31,2019,the County purchased the former Golden Gate Golf Course with the intent of
using the property for a variety of public purposes, including but not limited to a potential State Veterans' Nursing
Home,workforce housing,and a public 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
WHEREAS,the County, through its governing Board of County Commissioners,has expressly determined
that committing public funds toward this project will help create a public golf course and golf course complex which
will benefit of the residents of and visitors to Collier County,as well as promote the achievement of wide-ranging
economic development goals, including the attraction and expansion of private business enterprises in the
community.
INSTR 6075566 OR 5962 PG 2833
RECORDED 6/10/2021 4.44 PM PAGES 30
CLERK OF THE CIRCUIT COURT AND COMPTROLLER
COLLIER COUNTY FLORIDA 1 3
REC$256.50 CA>" °'
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WITNESSETH:
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration
exchanged amongst the Parties,and in consideration of the covenants contained herein,the Parties hereby enter into
this Agreement on the following terms and conditions:
1. Conveyance. On the terms and conditions set forth in this Agreement, and in consideration of
Lessee's performance under this Agreement,the Lessor conveys to the Lessee the present possessory interest in the
Leased Premises described below.
2. Description of Premises. The Premises which is the subject of this Lease is comprised of(i)a parcel
to be improved with a building, accessory structures and parking ("BigShots Facility") and (ii) a parcel to be
improved with a 12-hole golf course("Golf Course"and together with the BigShots Facility,the"Golf Complex"),
on real property legally described as Tracts A and B, Golden Gate-Unit 1,According to the Map or Plat thereof as
recorded in Plat Book 5,Pages 60 to 64,of the Public Records of Collier County,Florida and Tract A,Golden Gate-
Unit 8 Part 1,according to the Map or Plat thereof as recorded in Plat Book 5,Pages 147 to 151,and Tract A.Golden
Gate-Unit 8 Part 2, according to the Map or Plat thereof as received in Plat Book 9, Pages 108 to 112, all of the
Public Records of Collier County, Florida, with a legal description set forth in Exhibit A,hereinafter referred to as
the Premises.
3. Conditions to Conveyance. This conveyance is subject to all of the following:
a. Any and all conditions, restrictions, encumbrances, and limitations now
recorded against the Premises;
b. Any and all existing or future zoning laws or ordinances;
c. Any questions of title and survey that may arise in the future; and
d. Lessee's satisfactory performance of all terms and conditions of this Lease.
4. Financing Contingency. Lessee shall have sixty (60) days after the Effective Date ("Contingency
Period") to secure financing for construction of the BigShots Facility. Lessor may, at the request of Lessee and
provided Lessee is diligently pursuing such financing, extend the Contingency Period for an additional forty-five
(45) days. In the event Lessee is unable to secure financing on terms acceptable to Lessee in its sole discretion,
Lessee shall have the right to terminate this Lease without penalty by giving Lessor notice of termination prior to
the expiration of the Contingency Period.
5. Construction and Operation of Golf Complex. The purpose of this Agreement is for BigShots to build
and operate the BigShots Facility, and once built by the County, to operate the Golf Course, all of which use the
County has found to be in the public's interest. BigShots agrees to coordinate and provide advisory and consulting
services to the County, its agents,consultants,and contractors with respect to the redesign and reconstruction of the
existing golf course,which will be part of the Golf Complex and the Premises upon completion of such redesign and
reconstruction. The redesign and reconstruction of the golf course shall be in accordance with plans, specifications,
budget,and construction agreements("Golf Course Plans")agreed upon by the County and BigShots. The County
and BigShots anticipate and intend that the Golf Course Plans will provide for aggregate redesign and reconstruction
costs of approximately$7,000,000.00,and on the basis of such anticipated costs,the County and BigShots agree that
the County shall be responsible for payment of up to the first Seven Million Dollars ($7,000,000.00)of all redesign
and reconstruction costs in accordance with the agreed upon Golf Course Plans; BigShots shall be responsible for
payment of all redesign and reconstruction costs in excess of Seven Million Dollars ($7,000,000.00) in accordance
with the agreed upon Golf Course Plan. The terms,conditions, and requirements of Lessee's operation of the Golf
Complex is set forth in attached Exhibit C.
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6. Permissible Alterations and Additions to Premises. Following construction, Lessee may not make
any alterations to the Golf Complex that would reduce the then value of the Premises. Lessee shall submit to Lessor
plans and specifications prior to making any material alteration to any improvements located on the Premises.
7. Term of Lease. The initial term of this Lease shall commence on the date first above written, and
unless terminated earlier by the Parties,shall terminate on the 20th year anniversary date of issuance of a Certificate
of Occupancy for the BigShots Facility to be built on the Premises ("Initial Term"). Provided Lessee is not in an
uncured Event of Default by Lessee under the Lease,the Lessee shall have the option to extend the Lease for up to
a total of four(4)successive renewal terms of five(5)years each. To exercise this right,Lessee must provide Notice
to the Lessor no later than 12 months prior to the scheduled expiration of the Initial Term or any renewal term, as
applicable. Each Extended Term shall commence on the day succeeding the expiration of the Initial Term or the
preceding Extended Term,as the case may be. All of the terms,covenants,and provisions of this Lease shall apply
to each such Extended Term. The Initial Term,together with any Extended Term, shall be collectively referred to
herein as,the"Term".
8. Rent. The Lessee will pay Lessor rent as provided for in Exhibit D.
9. Net Lease. This is a fully net lease, with Lessee responsible for all rent, costs, fees, and charges
concerning the Premises. Accordingly, Lessee shall promptly pay when due and prior to any delinquency, as
applicable, all rent, costs, fees, taxes, trash removal services, assessments, utility charges, and obligations of any
kind that relate to the Premises. Lessee will indemnify and hold Lessor harmless from any and all claims,costs and
obligations arising from Lessee's use of the Premises, provided that the foregoing will not entitle the County to
indemnification for the willful negligence or intentional misconduct of the County. In case any action or proceeding
is brought by Lessee or Lessor to enforce the other's obligations under this Lease,the non-prevailing party shall pay
all costs, attorneys' fees, expenses, and liabilities resulting therefrom. With respect to the County, the foregoing
indemnification shall not constitute a waiver of sovereign immunity beyond the limits set forth in Florida Statutes,
Section 768.28,nor shall the same be construed to constitute agreement by either party to indemnify the other party
for such other party's negligent willful or intentional acts or omissions.
10. Lessee's Liens and Mortgages. Lessee shall have the right, to grant a leasehold mortgage covering
and encumbering all of Lessee's right, title and interest in and to the Premises and this Lease ("Leasehold
Mortgage"), in favor of any Qualified Lender(hereinafter defined) as security for any loan entered into by Lessee
for the purpose of financing or refinancing Lessee's obligations to design, develop, construct,repair and maintain
the Premises,and any modification,extension,replacement or refinance of any such loan("Permitted Financing").
As a material inducement by the Lessor to the Lessee to enter into this Lease,and in recognition of the substantial
enhancement to the Premises as a result of the construction and operation of the Golf Complex,Lessor agrees,upon
the request of Lessee in connection with a Permitted Financing, to execute and deliver a mutually agreed upon
Consent to Encumbrance in advance of any Permitted Financing. For the avoidance of doubt, Lessee
acknowledges and agrees that in no event shall the Permitted Financing permit any recourse against Lessor
or the fee simple interest. A"Qualified Lender"shall mean any state or federally chartered savings bank,savings
and loan association, credit union, commercial bank or trust company; insurance company organized and existing
under the laws of the United States or any state thereof; institutional investor such as,without limitation,a publicly
held real estate investment trust,an entity that qualifies as a"REMIC"under the Internal Revenue Code of 1986,as
amended,or other public or private investment entity which at the date hereof or in the future,is in the business of
investing in the real estate assets or making real estate loans, a mutual fund, hedge fund or investment trust; a
brokerage or investment banking organization; an employees' welfare, benefits, pension or retirement fund; an
institutional leasing company; any governmental agency or entity insured by a governmental agency or any
combination of the foregoing. Except as permitted herein or with the prior written approval by the Board of County
Commissioners, Lessee shall not in any way encumber the Premises, and shall promptly remove any and all liens
placed against the Premises. All persons to whom these presents may come are put upon notice of the fact that the
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interest of the Lessor in the Premises shall not be subject to liens for improvements made by the Lessee and liens for
improvements made by the Lessee are specifically prohibited from attaching to or becoming a lien on the interest of
the Lessor in the Premises or any part of either. This notice is given pursuant to the provisions of and in compliance
with Section 713.10,Florida Statutes.
11. Lessee's Obligation to Maintain Premises and Comply with All Applicable Law;Maintenance and
Repair. Lessee,throughout the term of this Lease,at its own cost,and without any expense to the Lessor,shall keep
and maintain the entire Golf Complex in good, sanitary,and neat order, condition,and repair,and shall abide with
all applicable law. Such maintenance and repair shall include,but not be limited to,painting,janitorial,fixtures and
appurtenances(lighting,heating,plumbing,and air conditioning). If in the opinion of the County the Premises are
not in such compliance,the Lessee will be so advised in writing. If corrective action is not begun within thirty (30)
days of the receipt of such notice and prosecuted diligently until corrective action is completed, the County may
cause the same to be corrected and the Lessee shall promptly reimburse the County for the expenses incurred,
together with a 5%administrative fee. •
Lessee agrees that (i) prior to the tenth (10th)anniversary date of this Lease, and as a part of each
renewal notice, Lessee shall deliver to the County a detailed written inspection report prepared by a commercial
building inspector licensed by the State of Florida Department of Business and Professional Regulation's Building
Code and Inspection Board(the"Inspection Report")of all of the improvements on the Premises(of both the exterior
and interior thereof), certified to the Authority, including, but not limited to, the following: (1) air conditioning
("HVAC")systems(if applicable);(2)electrical systems;(3)elevators(if applicable);(5)exterior lighting systems;
(6) signage; (7) fire sprinkler systems (if applicable); (8) security fences; (9) landscape/sprinkler systems; (10)
moisture penetration;(11)mold/mildew incursion;(12)paving/parking;(13)plumbing systems(if applicable); (14)
roofing systems;(15)site drainage; (16)smoke detectors;(17)structural components; (18)termite infestation; (19)
windows and hardware; (20) appearance and cosmetic items; and (21) repair and maintenance recommendations.
Lessee covenants and agrees to complete, at Lessee's sole cost, all necessary repairs and maintenance identified in
the Inspection Report within the period recommended in the Inspection Report.
12. Quiet Enjoyment. Lessee shall be entitled to quiet enjoyment so long as there is not an uncured Event
of Default by Lessee under the terms of this Lease. Accordingly, Lessee shall have the exclusive right to use the
• Premises during the term of this Lease. During the term of this Lease,Lessee may erect appropriate signage on the
Premises and the improvements constructed by Lessor thereon. Any such signage shall comply with all applicable
County codes,laws,and ordinances.
13. Casualty and Condemnation
a. Casualty. In the event that the Premises or the improvements located thereon shall be destroyed
in whole or in part by fire,hurricane,flood,or other casualty,then the following will apply:
1. If the Premises are partially destroyed and the damage does not exceed fifty percent
(50%)of the value of the structure and improvements,the Premises shall be rebuilt utilizing insurance proceeds,and
the lease rental payment provided herein shall abate during the period of reconstruction but in no event in excess of
six(6)months from the date of the partial destruction,with Lessee shall be responsible for any deductibles; and
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2. If the damage to the Premises exceeds fifty percent(50%),the Lessee shall have the
option to rebuild an equivalent structure using the insurance proceeds to pay for the reconstruction cost. If the Lessee
elects to rebuild,it is obligated to commence construction within six(6)months from the date of the destruction and
to complete construction within twelve (12) months after the date of destruction, with Lessee responsible for any
deductibles. The lease rental shall abate during the period of reconstruction but in no event shall abate in excess of
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twelve (12)months from the date of commencement of reconstruction, or Lessee will have the option to terminate
this Lease,in which case the County will retain the insurance proceeds as liquidated damages.
14. Access to Premises. Lessor, its duly authorized agents,contractors, representatives,and employees,
shall have the right after reasonable oral notice to Lessee,to enter into and upon the Premises during normal business
hours,or such other times with the consent of Lessee,to inspect the Premises,verify compliance with the terms of
this Lease,or make any required repairs not being timely completed by Lessee.
15. Termination and Surrender.
In the event BigShots shall cease to use the Premises as a Golf Complex, and such cessation of use shall
continue for a period of sixty (60) consecutive days, this Agreement, at the option of the Lessor, upon thirty (30)
days written notice to the Lessee, shall be terminated and Lessee shall surrender and vacate the Premises to the
Lessor within thirty (30)days after notice of such termination. Provided, however, said sixty (60)day period shall
be tolled if such cessation is caused by events beyond the control of the Lessee such as acts of God;if such cessation
is due to government imposed or recommended guidelines or restrictions; if such cessation is due to closing for
reconstruction or repairs to the improvements constructed by Lessor or Lessee on the Premises or for other reasons
addressed herein.
Unless otherwise mutually agreed by the Parties,within thirty(30)days after termination of the Term,Lessee
shall redeliver possession of the Premises to Lessor in good condition and repair,reasonable wear and tear excepted.
Lessee shall have the right at any time during Lessee's occupancy of the Premises to remove any of its personal
property,equipment,trade fixtures and signs provided,however,at the termination of this Lease,such improvements
and fixtures (excluding personal property and trade fixtures)will become the property of the Lessor upon Lessee's
vacation of the Premises. Electrical and plumbing facilities,air conditioners and other permanently installed fixtures
shall not be considered personal property. Lessee agrees to repair any damage occasioned by the removal of its
personal property or damage caused by Lessee's occupancy. If Lessee fails to remove its personal property or to
repair any damage done to the Premises by the expiration or termination date,the County reserves the right to remove
and dispose of all such personal property abandoned, and to make any necessary repairs to restore the Premises, at
Lessee's expense.
Lessee acknowledges that at the expiration, cancellation, or other earlier termination of this Lease, all
buildings and improvements on the Premises become the property of the County, free and clear of all liability and
encumbrances except as otherwise provided for herein, and any further occupancy by the Lessee will be based on
that ownership principle. Lessee further acknowledges that the County may choose to use the Premises for its own
purposes and elect not to re-lease the Premises to any other party.
16. Cancellation. Following County's receipt of Lessee's notice of renewal of any of the 4 five-year
renewal terms,the County may in its sole discretion decline the renewal,and instead cancel and terminate this Lease
effective as of the date of the existing Term, by giving Lessee not less than six (6) months' written notice. In the
event of such a termination,the Lessee's exclusive remedy shall be compensation for the greater of(i)the fair market
value of the improvements to the Premises,valued as of the date of turnover of the Golf Complex to the County(less
the actual out of pocket costs incurred by the County for construction of the Golf Course not to exceed $7,000,000),
or(ii)the fair market value of the business operated on the Premises(less the actual out of pocket costs incurred by
the County for construction of the Golf Course not to exceed $7,000,000), in each 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.
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17. Assignment and Sublease. This Lease is personal to Lessee. Accordingly, Lessee may not assign
this Lease, sublet substantially all of the BigShots Facility or sublet substantially all of the Golf Course(other than
on a short-term basis for tournaments,private events and similar short term, limited use basis),without the express
prior written consent of the Lessor,which consent may not be unreasonably conditioned,withheld or delayed. Any
such purported assignment or sublet of substantially all of the BigShots Facility or Golf Course without the express
written consent of Lessor shall be considered void from its inception and shall be grounds for the immediate
termination of this Lease. Notwithstanding anything in this Lease to the contrary,provided there is no uncured Event
of Default by Lessee under this Lease,(a)so long as the assignee is an affiliate or related company of Lessee,Lessee
shall give Lessor notice of such assignment but Lessor's consent to such assignment shall not be required, and (b)
Lessee may sublease less than substantially all of the BigShots Facility and less than substantially all of the Golf
Course to one or more subtenants without Lessor's prior approval,provided that each such sublease shall be subject
and subordinate to this Lease and any Leasehold Mortgage and to the rights of Lessor's hereunder and the rights of
any leasehold mortgagee thereunder.Notwithstanding any such subletting,Lessee shall at all times remain liable for
the performance of all of the covenants and agreements under this Lease on Lessee's part to be so performed.
18. Insurance.
a. Lessee shall maintain so called All Risk property insurance on the Premises to include
"Special Form" coverage, including Windstorm, Flood, Vandalism, and Malicious Mischief covering the Premises
Building, improvements thereon and real property, at replacement cost value as reasonably estimated by Lessee,
together with such other insurance coverage as Lessee, in its reasonable judgment,may elect to maintain from time
to time. Lessor shall be added as an additional insured on the All Risk property insurance policy as their interest may
appear; and shall include a provision requiring not less than ten (10)days prior written notice to Lessee in the event
of cancellation or reduction in policy(ies)coverage. Lessee is responsible for any deductibles.
b. Lessee shall provide and maintain Worker's Compensation Insurance covering all employees
meeting the then existing Statutory Limits in compliance with the applicable state and federal laws. The coverage
shall include Employer's Liability with a minimum limit of One Hundred Thousand and 00/100 Dollars($100,000.00)
per each accident. If such amounts are less than good insurance industry practice would require,Lessor reserves the
right to increase these insurance limits by providing Lessee with at least sixty (60) days' advance notice to initiate
such policy limit increase.
c. Lessee shall also maintain standard fire and extended coverage insurance on Lessee's personal
property located on the Premises and all of Lessee's property located on or in the Premises including, without
limitation, furniture, equipment, fittings, installations, betterments, improvements, fixtures (including removable
trade fixtures),personal property and supplies,in an amount not less than the then-existing full replacement value.
d. Business Automobile Liability Insurance, and Business Boat Liability Insurance, for
automobiles and boats used by Lessee in the course of its performance under this Lease,including Employer's Non-
Ownership and Hired Auto Coverage, each said policy in amounts of One Million and 00/100 Dollars
($1,000,000.00)combined single limit per occurrence. If such amounts are less than good insurance practice would
require,Lessor reserves the right to increase these insurance limits by providing Lessee with at least sixty(60)days'
advance notice to initiate such policy limit increase.
e. Pollution Liability insurance covering the accidental discharge and clean-up of pollutants shall
be maintained by the Lessee in an amount of not less than One Million and 00/100 dollars ($1,000,000) per
occurrence. Such coverage shall cover third party liability and clean up coverage.
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f. Commercial General Liability insurance shall be maintained in an amount of not less than
three million dollars ($3,000,000) in the aggregate. Lessor reserves the right to increase these insurance limits by
providing Lessee with at least sixty(60)days'advance notice to initiate such policy limit increase.
g. Builder's Risk Insurance shall be obtained and secured by Lessee at all times during the
construction of any improvements on the Premises covering contractor's labor,materials,and equipment to be used
for completion of the work performed against all risks of direct physical loss,excluding earthquake and flood, for
an amount equal to the full cost of the improvements. Lessee is responsible for any deductibles.
h. Lessor shall be added and continuously maintained as an additional insured on all policies of
insurance required under this section.Evidence of such insurance shall be provided to Lessor and the Collier County
Risk Management Division,3311 East Tamiami Trail,Administration Building,Naples,Florida,34112,for approval
prior to the commencement of this Lease; and shall include a provision requiring not less than ten (10) days prior
written notice to Lessor in the event of cancellation or reduction in policy(ies)coverage. If such amounts are less
than good insurance practice would require, Lessor reserves the right to reasonably amend their insurance
requirements by issuance of notice in writing to Lessee,whereupon receipt of such notice Lessee shall have thirty
(30)days in which to obtain such additional insurance. The issuer of any policy must have a Certificate of Authority
to transact insurance business in the State of Florida and must be consistent with Lessee's customary insurance
policies or better. Each insurer must be responsible and reputable and must have financial capacity consistent with
the risks covered. Each policy must contain an endorsement to the effect that the issuer waives any claim or right
of subrogation to recover against Lessor,its employees,representatives,and agents.
i. Failure to continuously abide with all of these insurance provisions shall be deemed to be a
material breach of this Lease and Lessor and Lessee,as applicable, shall have the remedies set forth below.
19. Defaults and Remedies.
a. Defaults by Lessee. The occurrence of any of the following events and the expiration of the
applicable cure period set forth below without such event being cured or remedied will constitute an"Event
of Default by Lessee" to the greatest extent then allowed by law:
i. Subject to Section 14 above,the cessation of Lessee to use the Premises for a Golf Complex
for a period of sixty(60)consecutive days.
ii. Lessee's knowing misrepresentation of a material matter related to this Lease.
iii. A court enters an order approving a petition filed against Lessee under any insolvency,
reorganization, or bankruptcy law and such order is not vacated, set aside or stayed within
ninety(90)days after the date of entry of such order,or such order is thereafter set aside.
iv. Lessee making a general assignment of the benefit of creditors.
v. If Lessee suffers this Lease to be taken under any writ of execution and/or other process of
law or equity except as permitted under a Consent to Encumbrance.
vi. Any lien is filed by Lessee against the Premises or Lessee's interest therein or any part thereof
in violation of this Lease,or otherwise,and the same remains unreleased for a period of sixty
(60) days from the date of filing unless within such period Lessee is contesting in good faith
the validity of such lien and such lien is appropriately bonded.
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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).
i
b. Remedies of Lessor
i. In the event of the occurrence of any of the foregoing defaults following written notice to
Lessee with opportunity to cure, Lessor, in addition to any other rights and remedies it may
have, shall have the immediate right to re-enter and remove all individuals, entities and/or
property from the Premises. Such property may be removed and stored in a public warehouse
or elsewhere at the cost of and for the account of Lessee,all without service of notice or resort
to legal process and without being deemed guilty of trespass, or being liable for any loss or
damage which may be occasioned thereby. If Lessee does not cure the defaults in the time
frames as set forth above, and Lessor has removed and stored property, Lessor shall not be
required to store for more than thirty (30) days. After such time, such property shall be
deemed abandoned and Lessor shall dispose of such property in any manner it so chooses and
shall not be liable to Lessee for such disposal.
ii. If Lessee fails to promptly pay,when due,any full installment of rent or any other sum payable
to Lessor under this Lease, and if said sum remains unpaid for more than five (5) business
days past the due date,the Lessee shall pay Lessor a late payment charge equal to five percent
(5%) of each such payment not paid promptly and in full when due. Any amounts not paid
promptly when due shall also accrue compounded interest of two(2%)percent per month or
the highest interest rate then allowed by Florida law, whichever is higher ("Default Rate"),
which interest shall be promptly paid by Lessee to Lessor.
iii. Lessor may sue for direct, actual damages arising out of such default of Lessee or apply for
injunctive relief as may appear necessary or desirable to enforce the performance and
observance of any obligation,agreement or covenant of Lessee under this Lease,or otherwise.
Lessor shall be entitled to reasonable attorneys'fees and costs incurred arising out of Lessee's
default under this Lease.
c. Default by Lessor. Lessor shall in no event be charged with default in the performance of any of
its obligations hereunder unless and until Lessor shall have failed to perform such obligations within thirty
(30) days (or such additional time as is reasonably required to correct such default) after written notice to
Lessor by Lessee properly and in meaningful detail specifying wherein, in Lessee's judgment or opinion,
• Lessor has failed to perform any such obligation(s).
d. Remedies of Lessee. Lessee's remedies for Lessor's default under this Lease shall be limited to
the following:
i. For injunctive relief as may appear necessary or desirable to enforce the performance and
observance of any obligation,agreement or covenant of Lessor under this Lease.
ii. Lessee may cure any default of Lessor and pay all sums or do all reasonably necessary work
and incur all reasonable costs on behalf of and at the expense of Lessor. Lessor will pay
Lessee on demand all reasonable costs incurred and any amounts so paid by Lessee on behalf
of Lessor,with no interest.
8
1 1 K
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
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
�'�tt ;
! 1K
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
+'der
ilk
discharge any Hazardous Materials upon or about the Premises, nor permit employees, representatives, agents,
contractors, sub-contractors, sub-sub-contractors, material men and/or suppliers to engage in such activities upon or
about the Premises.
27. In compliance with Section 404.056, Florida Statutes, all Parties are hereby made aware of the
following: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient
quantities,may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal
and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon
testing may be obtained from your County Public Health Department.
28. Lessee shall execute this Lease prior to it being submitted for approval by the Board of County
Commissioners. This Lease shall be recorded by the County in the Official Records of Collier County, Florida,
within fourteen (14) days after the County enters into this Lease, at Lessee's sole cost and expense, with a copy of
the recorded Agreement provided to County.
IN WITNESS WHEREOF, the Lessee and Lessor have hereto executed this Lease the day and year first
above written.
AS TO THE LESSEE:
CC Naples,LL
By: /0/L-
Witness (ov, ature)
-�- �U j C, 1Jecic ,r , Secre�rn
L Os�urr�u </ciun ,Zia (Print Name and Title)
(print name)
Witness (signature)
_4/48 'babe/L.—
(print name)
AS TO THE COUNTY:
ATTEST: BOARD OF COUNTY COMMISSIONERS,
Crystal K. Kii zel,,Clerl4 COLLIE CO TY, FLORIDA
By: Oki A LOLA.) By:
Attest as tiS Chai+ ;an s;Re.• ��' envy Tay , Chair
AE natty onit,.
pproved as u v forni ad leg .
...e.„}LesLek_
Scott R. Teach
Deputy County Attorney
It C)
1I
EXHIBIT Al
TRACTS A AND B,GOLDEN GATE-UNIT 1,ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN
PLAT BOOK 5,PAGES 60TO 64,OF THE PUBLIC RECORDS OF COLLIER COUNTY,FLORIDA.
AND
TRACT A,GOLDEN GATE-UNIT8 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 RECORDED IN PLAT BOOK 9,PAGES 108 TO 112,ALL OF THE PUBLIC RECORDS OF
COLLIER COUNTY,FLORIDA.
LESS AND EXCEPT PARCEL(1):
BEGIN AT A POINT,CORNER NUM �1, i4 FEETSOU H AI.. 7Q 43 FEET EAST OF THE NORTHWEST
CORNER OF TRACT"A"OF GOLD AFSElBnMsIoN,UNIT 8,PAIVAA5SHOWN ON A PLAT THEREOF
RECORDED IN PLAT BOOK 9,,li P G -112,OF THE PUBLIC RECO4D5"101 CGtLLIER COUNTY,FLORIDA;
THENCE RUN N.0 DEGREES/1S'04,9' `.-16..91.Ef 'T TO CORNER NUMBt1t 2 ON.�TH£EAST LINE OF AN ACCESS
EASEMENT;THENCE RUN N.12 EGR ES$1.'43"`E:3L94'F ALONG Sk1D EASEMENT TO A POINT OF
I + CURVATURE,THENCE RUf)(NO 'HERLY AL01k T ¢'ARC OF A CURVE TO T'E LEi7 WHOSE RADIUS IS 577.88
" T;{�C NCEOF 78.51 FEET TO CORNER
f ! FEET AND WHOSE CENTRAL AI� C>r � ��J
NUMBER 3;THENCE N. 9 DE EE 44 " .8`�.59 EE1 p C0 E BER 4;THENCE S.0 DEGREES
15 04 E.116.40 FEET T CO ER1NUM ER TIJIEN F�S. LEG ESf4'
5 "W.98.46 FEET TO CORNER
NUMBER6; t ., �. r ,
THENCE S.50 DEGREES 0 ' 6"W.14.20 FEET TO CORNER l4pMBER AN 9;,: OINT OF BEGINNING.
AND ALSO LESS AND EXCE TI L(2): 1 (m
N COLLIER NAY.�
FL
A PARCEL OF LAND IORIDA,MORE PARTIC U'"1 ESCRIBED AS FOLLOWS AND
BEING A PART OF THE PLAT OF TR4d, ;O''-G( LDEN GATE 1),NI 8,`I' 1 ..1,AS RECORDED IN PLAT BOOK 9,
PAGE 107-A,OF THE PUBLIC RECORDS OF _ PLI bklDA,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.
i I
'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
1 1 K
AND Al SO 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 ON(; HIE IE WEST I INC Of SAID.'RACT I FOR A DISTANCE OF 460.24 FELT TO A POINT OF CURVATURE;
THENCE 78.16 FEET ALONG TI IC ARC OF A CURVE TO THE.LEFT HAVING A RADIUS OF S0.00 FEET,A
CENTRAL ANGLE OF 89°33'45",A CHORD DISTANCE OF 70.44 FEET,BEARING
S 45°2..4'29"F 7O A POINT OF TANGENCY AND AN INTERSECTION WITH THE SOUP H LINE OF SAID TRACT I;
THENCE ALONG SAID LINE N 89°30'20"E I OR A DISTANCE OF 149.52 FEET TO THE POINT OF BEGINNING;
'THENCE CONTINUE N 89°30'20"E FOR A DISTANCE OF 143,25 FEET;
THENCE LEAVING SAID LINE S 00°29'410" I FOR A DISTANCE OF 116.67 FEET;
THENCE S 89'53'11"W FOR A DISTANCE OF 72.43 FEET;
Ti IENCE N 86°58'47"W FOR A DISTANCE OF 69.02 FEET;
THENCE N 02°03'40" F FOR A DISTANCE OF 48,97 FELT;'
THENCE N 14'13'43"W FOR A DISTANCE OF•17.31 FEET;
THENCE N 00°29'40"W FOR A DISTANCE OF 46.23 FEET TO THE P'OINTlOF BEGINNING;
•
THE ABOVE DESCRIBES AN AREA OF APPROXIMATELY 7,190,871 SQUARE FEET OR 165.08 ACRES OF LAND.
•
COASTAI.I•NLIINF.FRING CONSULTANTS,INC.
FLORIDA BUSINESS AUT RI' I ION NO.LB 2464 4:`-' , "• ``
.... y
•
RICHARD 1.EWING, . (, ."`*1
PROFESSIONAL SURVEY0 AND MAPPER
FLORIDA,CERTI!ICATE N :5795
NOT VALID WITHOUT THE SIGNATURE AND
TI IE ORIGINAL RAISED SEAL OF A FLORIDA . Lj
LICCN5ED SURVEYOR AND MAPPER • .
CSC FILE NO.19.059
DATE OF SIGNATURE: 7r ? /9
1
13
11x
i EXHIBITA �___..-�.._
rn 2so coo t000
�s)' iL,,,
1 iFt , -.^ lrj.evxvsY ND MrA
`� d 1-D01D s Rlacxt pj.DELrJWflQi$UA SCALE:I 500
v�i]ii t 1 {mac �,T r, t 9ENERALNOT S
I_ l Ili ..^ � � PK.E8NM1 $ f. YINKr1e)D[ ebV,4 a4A MVO 0fM144of uvisrbl'60H-1K O�n1+
ill
ropin pP w070+4 ofoatarl a*Erawovnv.
5 N.
yQ ki.(§� c `�`T 460
IyP,o a 0)0(•CURVE TABLE
+-�,{ 1 PS C01M MO,ta OEL1A (Oga1 C4 rv1WWp
3 _---- _- ___ ___.__i S> CI tt0w soma ma-
1 .•
-� v.y.t CEPT DI O. C+pl ]5400 sas,` HUI mem/44
• • 1E•77•YE 003O 4) p c' zlaoo .r ]asr
11
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3 I -rts5 nWf1crF1.711�5 t�C�L'A' 1 E.q cm wive n•0a90' An.rr
pA,Nl,rg • UMT('M7a -0k c%9) 171/(0 vrxr 1N.N' a1)'wLYII
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"A 6noo66,tty. {+ (\\f 7ff. go
slow frwav a»a
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-- 10 1111Mt•• / „k( ` < ) ,4 gm
lag I$4? ,nlr two arrow
xf rAorf di'::)ay` 7. L• 2ISS ermor 4us,
,.�f, ��, " amw inea law N»7sxw
1._ �`•'` �1. - *10004.REB a 1140r Islnr sHOG
11PP" OF1M.T! q C7 iILW »irr ]N.f l� INrsn rE
��' d to NTCP Ir7sK YA»
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• _ f' C T a IWO 11W' 30116 I110b6nYt
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• s �� I �� CI i) s00r e1.N' u0r willow
\:10
• op
,'A ` / CYf f0w0L61 T6tr NM'trirE
LX%-LINE TABLE L Owls ? J��i�L,(,// as.1 to°ta seooar nYr
�L `._�. cO0 Loco ».,6 'MH nts]1'aV1
IOW sEAA]10 INS1AfICC i�.)t�A % ttu9 fnf•.` 1.••f1G
u uls'Ww�voVwf nIr i44x.
fA9( '_ C
ICI m1•so-7lvi NOY jil1� �/y�i T
azr1roc.0100 71.54 `��9 -. a SKETCH OF DESCRIPTION n„c, U1- . .=
anma9E Row NOT A SURVEY fODIC6s10T0`L IWWEY-1xs(riinnNspuirE3 (} nOnM.11rvM.FIENd121s
L NM761f'E ]lldr No?VAL/0rd111WT11)ErGMATWENO
( tar'Nr, MI
qq ,isril 1E rs)16WI 11+�c7'#' PLEASE SEE ATTACHED imotu AWylAGWU.A.orArl.ONOA
IIgA1N 7M.71' 1 % tor1r10R s aiMI IJIN7aMir2 uratssloe(Re'crGR11,o1arPw
L N00•W11W in.Ir 1A9� 1Pul opoNa LEGAL DEBCRIPTION
1 4107411E au m' PAOE6IW#T61d10N 1,11 88 DiTE OP NOH1�1URE 7.9/+ -
i uawur Loa ,;
NTY ROAM)OF COUNTY 001NA6SIONERB -
6
^!''I. r'vu'�p0f�ew"'"�' :tn.KETCNOF OFBCRIPTION rt1rNiRA WolrI10NINi1'A:WOWMTE. • ,,-.,r•W'__
`ayti�;is .T ,p1,m UFO I.MCCRAW TOPE WOE FUT I RCMP
Lt0RV1ONMAT WON LPM19 n IOU.a ,rrw.Mr.co.u-
. V. a61Vk.ti Af A/g6CgWOP10Y,nONOt �y IN. ..rwww
•1fN�[111�\ EXHIBIT A
PAfl 461M11ELIN:B19
tl,Prw,-e.4�. ‘ c NA0ce Q m �43 � 1A 600 U 71D 000 1000
.� 1T" 1 1 mj. ycpYrDi'aiwrA SCALE:1"a 500
ii GENERAL NOTES la
�'�• £@ i. cu sytri.OEAn•os OAsumi nQOOerARNO Or N00.11n,T et,Tut WUtn
' _- _-.�- n R7C1710f Y/AYL11i Of GOlMi M1Y PN1%WAY.
-= - 7 CXX-CURVE TABLE
\� o N
q ftl0'ti Ss'E ass6crl iNACr'A• .1B� COWS MOM OELU sFNO•n pf➢NA TIFAiWO
{ •,p H81't6Ld��Ifls)• .}Nil1IIP 4 _ p Cf�Pi i1QOc W'000V salt
[ K (Ptnr .1) ii01 c1 ]lacv 1t1�Ir 7ir.07 HN•is'YrK
F . 3 �'PMfl t0 ') C 71000' 00.0000' Elf,:
- ` 71000 tl0Y M.71' Sb7f164
/(..R..,.1.3 N_�. .J G 111007 ],l%00• 017.1r
f /11L7HiB 1104 rf3)I A.,, r/''n- _.. \jf'\ i110� Kf0007 IT1q 1N96 fil'OO74II
C �1./Ji1E Stp.1111' _?..,.., .1,---^-]' .9. C15 110W 1M.17 )07.17 5717901W
r / 1 �V ` C 11000 moor 1W10
■1 III l� �' '.� ,J cEli
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■ II 4 1m00 a'O»r t„N'
I. - --- F lirAg
2lPprinsa ]•sa tgOr7YNW1, /V�� (� �e(� 110 N1 107611' s11DY V :S11�N'� t . 1]100asnT7 »111' tNs'1r1YEj wm1 V ) µiw 11'WN' 61LN
1 nl) 7121T 2T411r MI Pr
1/W 01)rr ett lY 001Yrfit
I LX%•IINE TABL@ 1ra ■.(ji1r gg� 7 VIM al.tr anra NITh WW
1. -- I -i+� ff GI 11005 •1'sfii' Us1r
1!E SUMO p1•rN1ca r` 1 � ; c1 i1000 1Y+40 31118 4,0'O010W
cN Tow •s-ss(r LiE
p00 nN NN1Oe0 W'OOOY 1009 10 tr RN17Low ►rooa
1 E]07IQT. Z.T.w \ ``�� c+ Low Talc toK N1r]ratw
L. e4A NM2slre N)er
(! u Nf1.11tr 111•T I i•\\
110„1)1 ]1•/r
I ULw1ryP0) n0OL011N! MO IT
` 1q7) %Lilwve IMP j
SKETCH OF DESCRIPTION
t - TWA' NOTASURVEY
}
_-_ - PLEASE SEE ATTACHED LEGAL
,. . _
.,. __- _� _ DESCRIPTION
e • r+ou�,�T h§raa 'M COLLIER COUNTY WARD OFOOIMRYCWMISSIOHLRR
I ASKETCH OF OESCIUPTION 0r•room OFWU11.N1MCI 9i,,OUK111Alf• -F a...._. ___________.
frul IW 1,NII.A[C010.101V IIEIW,b MAT U,II0OYM1WAtRONMA1w0Ot4N{ks0110i1a `� R--_
• A u4,. ,IENWCR001N 0r tOWltCCIPITC I+19m,1
ftlot tu� �A w.l1'- xMPMBFMF�ti 1.9 -_ YMUM.R.
7
I
i
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i
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t
1 1 K
• - _ EXHIBIT A _-
•
^•AA70AIA too 0 611 too 200
WIIIII1W1.11.1.1 IL
�..1 Pg 0 tP. {f).tl1RNEYOATA
' ormotA 64.**,ICAPiX7NDAM SCALE:1".100
GENERAL NOTES cis_
•
if
1 Ma OFFYYONLbi1011301001.11111111104.COMAS KANN.pFWO'it01Ea1T11E10i10I
N DCOl'
Haocax,tc. 7pA0T•M
r lE/SAK0.111 r CXI(-CURVE TAKE
ry100.0W041011. U�PNtFA7��PAAT2
S FCCrs¢F toil PA01Iae0 / — ' IIDIIOHi111 tl1AAi IL10A16 OEM Intl01 CHORD DFAAtq
N * ~c of MO fiY10i' 1111
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g,f LRK•LINE TAIILE
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� HIS.'ARCEL„C'►1 !" r _, � n \f.�' L 110D'ISeIW ,S.r
eAtt i11.1>1W .!! c6 1t J `� D111�1_,W 1110
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t "' �• 1 / I. /W1S'61'E 11QYF
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o.
111A0Vaoi111 -' d'a'1:-Eitios.i
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•
p 7
9 t>!syµolxcl►77wtate'.- ,¢'
t41 Iakt-o2 oA0E 1u6E-
SKETCH OF DESCRIPTION
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EXHIBIT B
Construction of the Golf Complex
I. Improvements.
Lessee will improve the Premises by constructing thereon the BigShots Facility,at its own cost and expense,
consistent with BigShots' March 18, 2021 Proposal, including the following improvement features, subject to
approval by the Parties of the final BigShots Facility plans:
• Hitting bays with the latest BigShots Golf tracking technology,hardware,and audio video
experience.
• Two story Building with 200+ full-service dining seats, food and beverage areas(first and
second floor),private event space and patio.
Lessor will improve the Golf Course portion of the Premises by redesigning and reconstructing the existing
golf course into a 12-hole golf course incorporating portions of the original former Golden Gate Golf Course
layout.
For the entire Term and Renewal Terms of the Lease, Lessee shall use the Premises as a Golf Complex open
to the public for use by all the residents and visitors of Collier County (the "Permitted Use"). The exact location
upon the Premises in which the BigShots Facility will be situated and the exact portion of the Premises to comprise
the Golf Course shall be in accordance with plans and specifications approved in writing by the County.
a. BigShots Facility-Construction Activity.
1. Lessee shall not commence any site work, building, alterations, additions or infrastructure
improvements,or engage in any construction activity on the Premises,without the prior written consent and approval
of the County. Further, Lessee shall obtain the County's written consent and approval of all plans for site work,
buildings, alterations, additions, grading, paving, drainage, utilities, landscaping, or other infrastructure
improvements before construction may be commenced. All construction of improvements must conform with the
approved plans and shall be constructed or installed in accordance with all applicable statutes,ordinances, building
codes,and rules and regulations of the County,and any other authority that may have jurisdiction over the Premises
and Lessee's operations. Lessee is solely responsible for determining and obtaining all necessary permits and
approvals, and for paying all fees required, for the construction. The County's approval of Lessee's plans and
specifications does not constitute a representation or warranty as to their conformity with Collier County building
standards,codes or zoning.
2. Lessee shall plan, organize, supervise, schedule, monitor, direct and control the construction of the
BigShots Facility competently and efficiently,devoting such attention thereto and applying such skills and expertise
as may be necessary to perform the work in accordance with the plans approved by the County. Lessee shall be
responsible to see that the finished construction complies accurately with those approved plans. A construction
superintendent,who shall be subject to the County's approval and not be replaced without prior written notice to the
County Manager except under extraordinary circumstances, shall be on site at all times during construction. All
communications given to the superintendent shall be as binding as if given to the Lessee. The superintendent shall
be on the Premises at all times during construction whenever Lessee's work crews,or work crews of contractors and
other parties authorized by Lessee are engaged in any activity whatsoever associated with the construction related
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to the BigShots Facility. Should the Lessee fail to comply with the above condition,the Lessee shall be in breach
of this Agreement and the County may pursue its remedies for events of breach as provided herein.
3. By executing and entering into this Agreement, the Lessee is formally acknowledging without
exception or stipulation that it and its contractors are fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto,
as either may be amended. Failure by the Lessee and its contractors to comply with the laws referenced herein shall
constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this
Agreement consistent with the termination provisions provided herein.
Statutes and executive orders require employers to abide by the immigration laws of the United States and to
employ only individuals who are eligible to work in the United States. The Employment Eligibility Verification
System(E-Verify)operated by the Department of Homeland Security(DHS)in partnership with the Social Security
Administration (SSA), provides an Internet-based means of verifying employment eligibility of workers in the
United States; it is not a substitute for any other employment eligibility verification requirements.
Lessee and its contractors are required to enroll and comply with the E-Verify program, and provide
acceptable evidence of its enrollment, at the time of the execution of this Lease. Acceptable evidence consists of a
copy of the properly completed E-Verify Company Profile page or a copy of the fully executed E-Verify
Memorandum of Understanding for the company. Additionally, the Lessee shall require all subcontracted
contractors working at the Premises to use the E-Verify system for all purchases except: (1) commodity based
procurement where no services are provided,and(2)where otherwise waived by the County.
For additional information regarding the Employment Eligibility Verification System (E-Verify) program
visit the following website: http://www.dhs.gov/E-Verify. It shall be the Lessee'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-Commencement of Construction/Schedule
1. Lessee agrees that Lessee shall commence the construction of the approved improvements within
twelve(12) months from the Effective Date of the Agreement. If Lessee fails to timely commence construction of
the approved improvements within twelve (12) months from the Effective Date of this Lease, then, subject to
mutually agreed upon reasonable extension(s) due to Acts of God or events outside the reasonable control of the
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Lessee, this Agreement shall terminate after Lessor provides Lessee with a written thirty (30) days' notice of an
opportunity to cure,with each party bearing its own cost to that date.
Prior to commencing construction of improvements on the Premises, the Lessee shall comply with all the
following provisions:
(i) Commencement. The Parties agree that Lessee has expertise in operating the Permitted Use planned
for the Golf Complex;therefore, it is in the best interest of the parties to work collaboratively and in good faith in
developing the site plan and construction documents for the Premises. The Parties agree to schedule and hold regular
progress meetings to discuss the Plans and Specifications, however, all final decisions regarding the Plans and
Specifications are at the County's reasonable discretion. Within six(6)months of the Effective Date of this Lease,
Lessee shall deliver to the County all drawings, plans and specifications for construction of the improvements
contemplated to be constructed on the Premises at Lessee's cost, with a proposed schedule of completion of
construction. Within thirty(30)days of receipt thereof,the County shall either notify Lessee of its approval of the
proposed plans and specifications or reject the proposed plans and specifications with recommended revisions. The
Lessee shall prepare revised plans and specifications,consistent with the County's recommendations. Lessee shall
have the option of resubmitting to the County revised plans and specifications, incorporating the County's
recommended revisions, within thirty (30) days of Lessee's receipt of the County's recommended revisions; or, of
terminating this Lease. If revised plans and specifications are submitted to the County,and the County again rejects
the revised plans and specifications,the process shall repeat itself;however,this process shall be completed within
twelve (12) months from the Effective Date. In the event Lessee has not submitted acceptable plans and
specifications to the County(and the County has approved the same in writing)within 12 months from the Effective
Date,this Lease shall terminate. In addition to County approval,Lessee shall obtain at its sole cost all necessary or
appropriate approvals and permits from Collier County, the State of Florida, South Florida Water Management
District and all other required governmental or non-governmental agencies or parties, subject to the County's
assistance,if necessary.
Notwithstanding anything herein to the contrary, Lessee acknowledges and agrees that: (i) pl
ans and
specifications will not be considered approved by the County unless and until a complete permit set has been
approved in writing by the County's Manager(provided,however,draft plans and specifications may be submitted
by Lessee to the County and Collier County for preliminary review prior to application for approval by the County
and any other agency whose approval is required); and (ii) all permit applications, modifications, responses to
Requests for Additional Information("RAI"),South Florida Water Management District and other governmental or
non-governmental agencies or parties must first be sent to the County's Manager for prior written approval (and
• Lessee understands and agrees that no communication with the South Florida Water Management District
concerning the Premises or regarding any permit applicable to the County is allowed without the prior written
approval of the County's Manager).
c. Performance Bond or Letter of Credit.
Prior to the commencement of construction of any improvements on the Premises costing greater than Two
Hundred Thousand and 00/100 Dollars ($200,000.00), Lessee and/or its contractor(s) shall cause to be obtained a
payment and performance bond(that meets the requirements of Section 255.05,Florida Statutes)or letter of credit
in a sum equal to the full cost of all such improvements. Said payment and performance bond, letter of credit or
other security shall(i)name the County as an obligee or beneficiary thereunder,(ii)be from a company acceptable
to the County and licensed to do business in the State of Florida, (iii) contain terms and conditions and be in form
and substance satisfactory to the County, (iv) guarantee the full and faithful performance of the construction and
completion of all improvements (and payment to all persons supplying Lessee labor, materials and supplies used
directly or indirectly in the prosecution of the construction work provided) in accordance with final plans and
specifications approved in writing by the County, free from all liens and claims of contractors, subcontractors,
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mechanics,laborers and materialmen following the commencement of construction;(v)provide that the construction
work shall be completed by the Lessee, its contractor, or, on their default,the surety; (vi) specify that in default of
such completion and payment, such part of the amount of the surety as shall be required to complete the work shall
be paid to the County as liquidated and agreed damages for the non-performance of Lessee's agreements, it being
agreed the exact amount of the County's damages is difficult and impractical to ascertain; and (vii) defend, hold
harmless,protect and indemnify the County against all losses,liabilities, damages,expenses,claims and judgments
caused by or resulting from any failure to perform completely all of the work described; and(viii) provide that the
duty to defend under this section is independent and separate from the duty to indemnify, exists regardless of any
ultimate liability of Lessee, the County or any indemnified party, arises immediately upon presentation of a claim
by any party and upon written notice of such claim being provided to Lessee;and(ix)that the obligation to indemnify
and defend under this section will survive the expiration or earlier termination of this Lease until it is determined by
final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is
fully and finally barred by the applicable statute of limitations.
The County may but shall not unreasonably disapprove the surety. The surety shall be deemed
( approved unless a notice of disapproval is given by the County within thirty(30)business days after receipt of the
proposed surety.
d. "As Built"Plans and Survey. After the 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.
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k. Finish Site Grading. Lessee shall perform,at Lessee's expense,all finish grading of the Premises.
1. Frontage Clearances. Lessee shall insure that all frontages and clearance of the improvements (i)
comply with Collier County standards, and(ii)do not encroach upon any building restriction line.
m. Parties' Cooperation. The Parties will assist and cooperate with one another in connection with
reasonable requests by the other Party for any permit, license or other approval which may be reasonably necessary
for or which will facilitate the development,operation and use of the Golf Complex.
n. Subsequent Construction Activity. Except as authorized and approved in strict accordance with
this Agreement,Lessee shall not commence or conduct any new construction or work,or alter or repair any existing
improvements, on the Golf Course costing greater than Twenty-Five Thousand and 00/100 Dollars ($25,000.00)
without the County's prior written approval, which approval may be approved, denied, delayed, or conditioned in
the County's sole absolute discretion.
o. Discharge of Liens. Lessee shall not cause or allow any 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 lienor. Lessee
agrees to indemnify and hold the County harmless from all Iiability, damages associated with this requirement,
expense and costs including reasonable attorneys'fees.
{
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Exhibit C
Scope of Work
TERMS OF OPERATING 12-HOLE GOLF COURSE
1. COMMENCEMENT OF SERVICES. The Lessee's BigShots Facility shall be open for business
to the public no later than thirty (30) days after the issuance of Certificate of Occupancy for the BigShots Facility
on the Premises.
2. STATEMENT OF WORK. The Lessee shall provide services in accordance with the terms and
conditions of Invitation to Negotiate No.21-7863,Lessee's proposal thereto,and the terms and conditions of this Agreement,
including all attached Exhibits. At a minimum,the Lessee shall staff and professionally manage and operate the Golf
Course,as follows:
• Provide a professionally managed, properly staffed, and operated Golf Course, including on-site
staff responsible for the required agronomic practices of the Golf Course in accordance with industry
golf course best maintenances practices.
• 12-hole Golf Course operating hours (subject to mutual adjustment, inclement weather, and force
majeure):
Open from dawn to dusk,Monday through Sunday,365 days a year.
➢ Driving range and putting green:Monday through Thursday 9:00 a.m.to 11:00 p.m.and 9:00
a.m. to 12:00 a.m. Friday through Sunday.
• Provide preferred Golf Course rates/pricing and access for First Tee and Collier County residents as
specifically stated in this Agreement.
• Provide marketing,accounting and best practices support for the golf course venture.
• Provide innovative and experiential learning opportunities for the youth of Collier County.
• Offer Golf Course Memberships and tournament sales to keep the course busy during off-peak
operating periods.
Copies of the First Tee Term Sheet and the Collier County Resident Discount rates are attached to the
Agreements as Exhibits E and F,respectively.
3. MONTHLY REPORTING REQUIREMENTS. Lessee shall submit a monthly report to County,
by the fifteenth(1511i)of each month,detailing the monthly Statement of Gross Receipts that are the basis for Lessee's
monthly payment of State sales tax, which receipts shall be subject to audit. The monthly report shall also include,
at minimum,daily attendance figures and a copy of the Lessee's State Sales and Use Tax Report, as prescribed by
the State of Florida Revenue httl://dor.myflorida.com/dor/taxes/sales tax.html##tabl. Lessee's failure to timely
produce the monthly report shall be considered a material breach of the Agreement. The County has no duty to
notify the Lessee of its failure to remit the monthly report.
4. 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 books pertaining to Lessee's operation of the Golf Course and
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as reasonably necessary to validate payment of the Rental Percentage. The Lessee agrees to provide materials for
any such audit electronically or at the place designated by the County, all at no cost to the County. The Parties
agree that the financial records of BigShots are confidential,proprietary,and contain trade secrets that are exempt
from disclosure,unless otherwise required by the Florida Public Records Law,Chapter 119,Florida Statutes.
5. SALES TAX. Lessee shall pay all sales,consumer, use and other similar taxes associated with the
Golf Complex,which are applicable during the performance of the Agreement. '
6. POINT OF SALE EQUIPMENT: The Lessee must use point-of-sale ("POS") electronic cash
machines or other electronic accounting control equipment for the proper control of cash payments. Point of Sale
reports must he maintained and made available upon demand during the entire term of the resultant Agreement
with Collier County. All sales must be accompanied by a receipt to the customer.
7. NO IMPROPER USE. The Lessee will not use, nor suffer or permit any person to use in any
manner whatsoever, the Golf Complex for any purpose in violation of any federal, state, county or municipal
ordinance,rule,order or regulation,or of any governmental rule or regulation now in effect or hereafter enacted or
adopted. In the event of such violation by the Lessee or if the County or its authorized representative shall deem
any conduct on the part of the Lessee to be objectionable or improper,the County shall have the right to suspend
the Agreement. Should the Lessee fail to correct any such violation, conduct,or practice to the satisfaction of the
County within twenty-four(24)hours after receiving notice of such violation,conduct,or practice,such suspension
shall continue until the violation is cured. The Lessee further agrees not to commence operation during the
suspension period until the violation has been corrected to the satisfaction of the County.
8. COOPERATION. The Lessee agrees to cooperate with the County in the conduct of surveys and
to provide reports of visitor usage of the Golf Complex,as reasonably requested by the Collier County Manager or
j l 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.
is
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 •
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13. SAFETY AND SECURITY. The Lessee must provide at its expense any security measures to
protect its area, equipment, and materials, consistent with applicable law. The County will not assume any
responsibility for area security or alarms other than routine law enforcement patrols.
In the event of any emergencies, safety or security accident or incident to employees, visitors,and/or property the
Lessee must communicate to the County Manager, or the Manager's Designee, immediately followed by a written
incident report. The Lessee is to have a written safety and security plan for the Golf Course. The Lessee will
cooperate with all jurisdictional law enforcement agencies and personnel.
14. SIGNAGE. All signage,advertising and posting shall be as approved by County. Signs that will be
used for advertising purposes shall be constructed and maintained to County standards as defined by the Code
Compliance Department. The use of the Collier County Logo is prohibited.
15. PRICES. All prices must be displayed and visible by the Lessee's customers.
16. 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 5311. Violation of this provision may result in one or more of the
following consequences: (a)Prohibition by the individual, firm, and/or any employee of the firm from contact with
County staff for a specified period of time;(b)Prohibition by the individual and/or firm from doing business with the
County for a specified period of time, including but not limited to: submitting bids, Request for Proposals, and/or
quotes; and, (c) immediate termination of any Agreement held by the individual and/or firm for cause.
17. cOMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Lessee is
formally acknowledging without exception or stipulation that it agrees to comply,at its own expense,with all federal,
state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement,
including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8
U.S.C. 1324,et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation,
equalemployment and safety including,but not limited to,the Trench Safety Act, Chapter 553,Florida Statutes,and
the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. §
119.0701(2)(a)-(b)as stated as follows:
IF THE LESSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA
STATUTES,TO THE LESSEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
CONTRACT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
Communication and Customer Relations Division 3299 Tamiami Trail East,Suite 102
Naples,FL 34112-5746
Telephone: (239)252-8999
Email: PublicRccordRequcst(u>,collicrcountvfl.gov
To the extent applicable,the Lessee must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the service.
2. Upon request from the public agency's custodian of public records,provide the public agency with
a copy of the requested records or allow the records to be 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
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law.
3. Ensure that public records that arc exempt or confidential and exempt from public records disclosure
requirements are not disclosed except as authorized by law for the duration of the contract term and
following completion of the contract if the Lessee does not transfer the records to the public
agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in
possession of the Lessee or keep and maintain public records required by the public agency to
perform the service.If the Lessee transfers all public records to the public agency upon completion
! ( of the contract,the Lessee shall destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. If the Lessee keeps and maintains
public records upon completion of the contract, the Lessee shall meet all applicable requirements
for retaining public records. All records stored electronically must be provided to the public
agency, upon request from the public agency's custodian of public records, in a format that is
compatible with the information technology systems of the public agency.
If Lessee observes that the Contract Documents are at variance therewith, it shall promptly notify
the County in writing. Failure by the Lessee to comply with the laws referenced herein shall
constitute a breach of this Agreement and the County shall have the discretion to unilaterally
terminate this Agreement immediately.
i$. 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.
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EXHIBIT D
PERCENTAGE RENT
Yesr Percentage
Commencement Date
06/08/2021 —12/31/2021 0%*
01/01/2022— 12/31/2022 0%*
01/01/2023— 12/31/2023 _ 0%*
01/01/2024— 12/31/2024 1%*
01/01/2025— 12/31/2025 2%**
01/01/2026—the end of the Term 3%**
(including all Extended Terms, subject to
the County's right to renegotiate the rate
for Renewal Terms as provided in the
Agreement)
*The Lessee's contribution to the design and construction of the initial improvements
made to the Premises are made in lieu of rent through December 31, 2023.
** Percentage Rent to be paid by Lessee shall be calculated by multiplying(a) Gross
Receipts/Revenue (including Golf Course operations) as shown on the Statement of
Gross Receipts/Revenue filed with the Florida Department of Revenue by (b) the
percentage set forth in this Exhibit D. The Percentage Rent shall be calculated on the
immediately ending quarter and paid no later than twenty (20) days after the end of
such immediately ending quarter. For the avoidance of doubt, Lessee's first
Percentage Rent payment will be determined based upon the Statement of Gross
Receipts/Revenue for the first quarter of 2024.
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EXHIBIT E
FIRST TEE TERM SHEET
BINDING TERM SHEET
BigShots Naples—Facilities Access for The First Tee of Naples/Collier
June 3,2021
Reference is made to that certain Long-Term Lease and Operating Agreement("Lease"),
anticipated to be entered into by and between CC BSG Naples, LLC ("BSG Naples"), as Lessee,
and Collier County,a political subdivision of the State of Florida("County"),as Lessor. This term
sheet (this "Term Sheet") evidences the general agreement of BSG Naples and The First Tee of
Naples/Collier("First Tee") relating to access for First Tee to the Golf Course (as defined in the
Lease). First Tee and BSG Naples are sometimes referred to herein as,"Party" or"Parties".
Facility: The redesigned golf course ("Golf Course") and to-be-built
BigShots branded golf entertainment facility ("BigShots Facility")
located at 4100 Golden Gate Pkwy,Naples,FL 34116.
Golf Course Access During
First Tee Supervised
Programing Periods: Complimentary Golf Course access for 20-50 First Tee participants
during the following periods when participating in First Tee
supervised programing* with tee time reservations when the Course
is open to the public:
» September to May, Monday through Friday, 3PM to 630PM
• June to August,Monday through Friday, 8AM to 2PM
Discounted Golf Course access (60%off the posted greens fee) for
20-50 First Tee participants during the following periods when
participating in First Tee supervised programing* with tee time
reservations when the Course is open to the public:
• September to May, Saturday after 3PM
» June to August, Saturday after 1030AM
*First Tee staff and volunteer coaches play for free during First Tee
supervised programming periods with tee time reservations when
the Course is open to the public.
Golf Course Access Outside
of First Tee Supervised
Programming Periods: First Tee participants with Golf Course tee time reservations play
for free when accompanied by a paying adult with tee time
reservations when the Course is open to the public outside of the
"First Tee Supervised Programing Periods"set forth above.
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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 lee supervised
programing with reservations when the BigShots Facility is open to
the public:
» September to May,Monday through Friday,3PM to 630PM
» June to August,Monday through Friday, 8AM to 2PM
Sublease: Subject in all respects to the terms of the Lease, BSG Naples will
agree to sublease land to First Tee for purposes of building a
clubhouse with classrooms,offices, conference rooms and storage.
BSG Naples will have approval rights on the location and exterior
design of any improvements. The lease expense is contemplated to
be $1/year and the term will run commensurate with BSG Naples'
lease with Collier County.
Responsibilities: First Tee will be responsible for 100% of the cost related to any
improvements located on the subleased property. First Tee will also
be required to carry and pay for any property,casualty,and liability
insurance necessary to adequately cover their operations at BSG
Naples.
Definitive Agreements: During the Contingency Period(as defined in the Lease),the Parties
will enter into definitive agreements incorporating agreed upon
insurance requirements, indemnification obligations and such other
additional terms as the Parties may negotiate. First Tee and BSG
Naples will each pay their own costs and expenses in connection
with this Term Sheet and their respective due diligence activities.
Governing Law: This Term Sheet and the definitive agreements executed in
connection herewith shall be governed by and construed under the
laws of the State of Florida,without giving effect to any conflicts of
law principles and regardless of the laws that might otherwise
govern under applicable conflicts of laws principles.
Termination: This Term Sheet and the obligations herein are in all respects subject
to the terms and conditions of the Lease and shall automatically
terminate upon termination of the Lease.
(Signatures on following page.)
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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
--gew4(.. w/o
Principal David Pillsbury, President
Date: to .„-.0 Date:
tor 2
Witness One(: gnature) Witness One(signature)
111 b{ta _
(print name) (print name)
,
Witnes ,o 'ature) Witness Two(signature)
gq356
(print naphe) (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.
The First Tee of Naples/Collier CC BSG Naples,LLC,
a Nevada limited liability company
Principal ily C. Decker, Secretary
Date: Date: 6/03/2021
Witness One (signature) Witness One (signature)
(print name) (print name)
an&?Lai
Witness Two (signature) Witness Two (signature AM.
Andire)k
(print name) (print name)
CA
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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 I2-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 Florida drivers' license or proof of County real property
ownership.