1 FIRST AMENDMENT TO THE AGREEMENT FOR THE LEASE AND OPERATION OF
THE JACK TONE ROAD GOLF COURSE
This First Amendment to Golf Course Lease is made and entered into this ___ day of April ___, 2025, by and between the CITY OF RIPON, a Municipal Corporation (“City”) and SGM, INC, a California Corporation (“Operator”). It is made with respect to the facts and circumstances set forth in the Recitals.
RECITALS
A. City and Operator entered into the Agreement for the Lease and Operation of the Jack Tone Road Golf Course (“Lease”) on October 8, 2024.
B. The City and Operator were not aware at the time the Lease was approved that the name “Jack Tone Golf Course” had been registered as a trademark by Vincent Buzzini, the previous golf course operator.
C. The previous operator has provided a list of memberships that had been sold to customers for future use of the golf course and its’ amenities such as the driving range, by the previous operator Vincent Buzzini, although, the previous operator has been unwilling to provide the funds collected to cover these expenses.
NOW, THEREFORE, it is agreed the following sections to be added to the Lease:
1. Personal Inspection. Section 1 of the Lease included a typographical error wherein the identifying section number, Section 1.2, was excluded, but the title “Personal Inspection” was underlined and incorporated within Section 1.1. To correct this error, Section 1.1 is hereby amended to split all language after the first complete sentence in Section 1.1 from that section and into Section 1.2. Sections 1.1 and 1.2 shall read as follows:
1.1 The Property. The property leased under this Agreement consists of the Land located at 1500 Ruess Road in Ripon, California (APN 257-300-20) with a developed 18- hole executive golf course, parking lot, irrigation well, practice area, club house, gazebo, and cart barn (collectively the ‘‘Property” and or the “Premises”).
1.2 Personal Inspection. Operator acknowledges personal inspection of the Land and the surrounding area and evaluation of the extent to which the location and/or physical condition thereof will affect the operations of the Property subject to any warranties set forth in this Agreement. Operator accepts the Land in its present physical condition, and agrees to make no demands upon City for any improvements or alteration thereof, and, except as provided herein, City makes no warranties whatsoever concerning the condition of the land, soil, availability of water or utilities, except as provided herein. Operator accepts all 2 aspects of the Land including, without limitation:
(a) the existing, adjoining City owned sewer ponds and any and all conditions related to their existence and operation, including but not limited to odor which may emanate from the ponds from time to time; (b) the soils conditions;
(c) adjacent river conditions which may result in seepage of water into the golf course during high water levels from time to time; (d) City is not aware of any Americans with Disabilities Act (ADA) claims;
(e) water availability for irrigation via an on-site irrigation well; and
(f) any and all existing and future ordinances, statutes and regulations.
Operator acknowledges that, except as otherwise set forth in this Agreement, City has made no representations of any nature whatsoever, express or implied, to Operator with regard to the Land for Operator’s purposes.” 2 Golf Fees and Prices. Section 6 of the Lease is hereby amended to include the following provision, identified as Section 6.3(c):
(c). The Parties agree that the previous operator of the golf course issued memberships (“past memberships”) for the use of the golf course and its amenities, the cost of which has not been compensated to Operator by the previous operator. Operator shall honor any past memberships purchased for the use of the golf course and its amenities by customers until June 1, 2026. Operator shall track the value of memberships redeemed over this time period and submit an invoice to the City for reimbursement on a quarterly basis.
City shall reimburse Operator for all past memberships redeemed between the Effective Date of this Agreement and June 1, 2026. Any past memberships tendered to Operator after June 1, 2026 shall be redeemed at Operator’s sole discretion and, if redeemed, done so at Operator’s sole cost and expense.”
3 Intellectual Property. Section 12 of the Lease is hereby amended to add the following provision, identified as Section 12.16:
12.16 Intellectual Property. The City is the only party that has the right to register the names, “Ripon Golf Club,” or “Ripon Golf Course,” or any similar permutations thereof, 3 as a trademark. Operator agrees to refrain from registering any such names as trademarks or claiming any other intellectual property rights to said names throughout the term of this Agreement and for two years after the termination thereof. 4 Remaining Terms and Conditions Unaffected. Unless expressly amended herein, the remaining terms and conditions of the Lease shall remain in full force and effect. To the extent of any conflict between the Lease and this First Amendment, the terms and provision of this First Amendment shall govern and control.
5 Miscellaneous. Capitalized terms used herein which are not expressly defined herein shall have the same meaning ascribed to such term set forth in the Lease. 6 Counterparts. This First Amendment may be executed in one or more counterpart copies, all of which together shall constitute and be deemed and original.
SGM, Inc, A California Corporation
By: _________________________
CITY OF RIPON, A Municipal Corporation
By: _________________________
DANIEL DE GRAAF, Mayor
ATTEST:
By: _________________________
LISA ROOS, City Clerk