HomeMy WebLinkAboutAgreement - Gilroy Gardens Family Theme Park1
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July 11, 2025, but effective as of July 1, 2025 (“Effective Date”)
Re: Letter Agreement – Installation of Utility Connections and Meters and Reimbursement of Utility Charges
As of the Effective Date, THE CITY OF GILROY, a municipal corporation (“Landlord”), and GILROY GARDENS
FAMILY THEME PARK, a Delaware nonprofit corporation (“Tenant”), are parties to that certain Single Tenant Lease, dated
as of February 28, 2008 (as amended from time to time, the “Lease”), pursuant to which, Landlord leases to Tenant, and
Tenant leases from Landlord, certain premises containing Land and Improvements (as both are defined in the Lease)
constructed thereon (“Premises”), all as more particularly described in the Lease. The Premises is commonly known as
“Gilroy Gardens”. Capitalized terms used in this letter agreement shall have the meaning ascribed to such terms in the
Lease, unless otherwise defined in this letter agreement.
Pursuant to that certain Amendment Removing the Treehaven Fire Station from the Premises, dated as of July
11, 2025, Landlord and Tenant agreed to remove the portion of the Premises commonly known as the Treehaven Fire
Station, and located at 3050 Hecker Pass Road, from the Premises. In connection with such amendment, the parties desire
to address the installation of new utility connections and meters for the Treehaven Fire Station and a monthly reimbursement
to Tenant for utility charges in the interim, as described in more detail below.
NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto amend, modify and supplement the Lease, as
of the Effective Date, as follows:
1. Installation of Utility Connection and Meters. Notwithstanding anything to the contrary contained in the
Lease and/or this letter agreement, Landlord shall, at Landlord’s sole cost and in its reasonable discretion, install (or cause
the installation of) water and sewer connections and separate meters (“New Connections”) to supply such utilities to the
Treehaven Fire Station and monitor the use thereof.
2. Reimbursement of Average Monthly Usage. In accordance with Section 11 of the Lease, Tenant shall
continue to arrange for, and timely pay directly to the appropriate utility or service supplier, all utilities supplied to the
Premises, which, notwithstanding anything to the contrary contained in the Lease, shall include the current utilities supplied
to the Treehaven Fire Station and paid for by Tenant. Landlord and Tenant hereby agree that Landlord shall monitor the
Treehaven Fire Station’s use of the New Connections for the first three (3) full calendar months following the installation
thereof and determine the average use per month (“Average Monthly Usage”). Following the determination of the Average
Monthly Usage, Landlord shall pay Tenant the Average Monthly Usage for the period beginning July 1, 2025 through the
date service is transferred to the New Connections (and any partial months, on a prorated basis, as applicable). Following
Landlord’s reimbursement to Tenant, Landlord shall pay the utility providers directly, and Tenant shall not be responsible for
supplying and/or paying for any utilities provided to the Treehaven Fire Station.
3. Effect of Letter Agreement; Electronic Signatures; Counterparts. Except as modified herein, the terms
and provisions of the Lease shall remain unmodified and continue in full force and effect. In the event of any conflict between
the terms and provisions of this letter agreement and the terms and provisions of the Lease, the terms and provisions of this
letter agreement shall prevail. Each party hereto, and their respective successors and assigns, shall be authorized to rely
upon signatures which are delivered by facsimile, PDF or DocuSign (or the like) as constituting a duly authorized, irrevocable,
actual, current execution and delivery of this letter agreement with original ink signatures of each person and entity. Without
limiting the generality of the foregoing, any signature(s) to this letter agreement created by the signer by electronic means
(such as DocuSign), or a “scanned” copy of a handwritten signature, transmitted by email or other electronic transmission
shall be deemed to be a valid and effective execution and delivery of this letter agreement and bind the party so signing and
transmitting. The delivery of copies of this letter agreement as so executed, shall be valid and effective to bind the signing
Docusign Envelope ID: D7E3935F-5C59-4B93-9261-ECD6F71070C5
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parties and treated as originals. This letter agreement may be executed in any number of counterparts, each of which shall
be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this letter agreement as of the date first set forth above.
LANDLORD:
THE CITY OF GILROY,
a California municipal corporation
By: _________________________
Name: _______________________
Its: __________________________
APPROVED AS TO FORM:
By: _______________________
Name: ____________________
Its: City Attorney
ATTEST:
By: _______________________
Name: ____________________
Its: City Clerk
AGREED TO AND ACCEPTED:
TENANT:
GILROY GARDENS FAMILY THEME PARK,
a Delaware nonprofit corporation
By: _______________________
Name: ____________________
Its: _______________________
Docusign Envelope ID: D7E3935F-5C59-4B93-9261-ECD6F71070C5