February 25, 2025
Eric Levitt
City Manager
City of Fullerton
Re: A�endment, Assignment, Assumption, Consent and Approval Agreement Relating to the 2021 E�uestnan Sublease Agreement ("Sublease") Between the City of Fullerton, Cynthia Howells and Coyote Hills Ranch, Inc dated June 11, 2021 ("Agreement").
Dear Mr. Levitt,
Tara's Chance, a nonprofit 501c3 California corporation ("Tara's Chance") thanks the City of Fullerton ("City") for approving and executing, the First Amendment to the Settlement Agreement dated December 14, 1990 and Assumption of Rights and Responsible ("Settlement Agreement Amendment"). Tara's Chance, Cynthia Howells ("Howells") Coyote Hills Ranch ("Coyote Hills") and the City are collectively referred to as "Parties".
Tara's Chance also thanks the City for its unwavering support of Tara's Chance and its equestrian therapy program for special need individuals in Fullerton. As the only equine therapy center located in North Orange County, we are proud to operate in Fullerton at 219 E Claire Ave. Fullerton CA 9283 5 ("Property").
The City's execution of the Settlement Agreement Amendment has helped to pave the way for Tara's Chance to purchase the Property and acquire the facilities of Coyote Hills Ranch. This purchase will enable Tara's Chance to serve the over 100 special needs children in our community currently on a waitlist.
After executing the Settlement Agreement Amendment, Tara's Chance recognized that a small portion of the Property that Tara's Chance thought it was purchasing is not owned by the Howells but instead is subject to a sublease with the City ("Sublease Premises"), which prohibits an assignment or attempted assignment of the Sublease. Although the Sublease Premises comprise a relatively small portion of the Property, the Sublease Premises are needed for Tara's Chance to continue its equestrian therapeutic riding programs. As a result, Tara's Chance would like to obtain an assignment of the Sublease ("Assignment") and hereby requests the City's permission and approval of the Assignment to Tara's Chance. If the City grants permission and approves the request for the Assignment, it is understood that an assignment and assumption will need to be documented for the Assignment by and between the sublessee and Tara's Chance (the foregoing is collectively referred to herein as the "Assignment and Assumption and Consent and Approval"). Further, in reviewing the Sublease, Tara's Chance identified several provisions of the Sublease that need to be cleaned up and otherwise amended and or deleted ("Sublease Amendment"). For reference purposes, a copy of the Sublease is attached as Exhibit A. 1 In anticipation the City will grant permission and approve the Assignment, set forth below is the Agreement to document the_Sublease Amendment, the Assumption and Assignment and Consent and Approval and other provisions.
Sincerely,
Tara's Chance
!£�
Executive Director
Agreement
This Agreement shall serve as an agreement by and between the Parties relating to the Sublease Amendment and the Assumption and Assignment and Consent and Approval and other provisions.
Initially capitalized words shall correspond to the defined terms set forth above.
NOW THEREFORE, the Parties agree as follows:
I. Sublease Amendment
The Parties agree to the following amendments and deletions to the Sublease:
I. Introductory Paragraph on Page 2 is amended to correct the name of the Sub lessor to Coyote Hills Ranch Inc, and not Cynthia Howells doing business as Coyote Hills Ranch and to correct the defined term for such party to be "Sublessee" and not "Sublessor" and to make this change throughout the Sublease when referring to Coyote Hills Ranch as the Sublessor which is now changed to Sublessee and with this Agreement the Sublessee will be Tara's Chance.
2. Paragraph ill entitled Use on Page 2. The first sentence is amended to include therapeutic riding and remove training facility. The second sentence of the paragraph is deleted as the Sublease Premises which is part of the larger Property has been and are used in part for boarding, care and feeding of horses.
3. Paragraph IV entitled Rent on Page 2 is amended to provided (i) in subparagraph (A) regarding Rent, the amount of monthly rent shall be $200 and shall remain constant for the initial rental term of the Sublease as set forth in Section 4 below. Provided that the Term is extended pursuant to Section 4 below, commencing on the expiration of the initial rental term and on each five year anniversary thereof, the rent shall increase by 3% of the monthly rent for the immediately preceding 5-year rental period; and (ii) subparagraph (B) regarding Late Charge is amended to provide that the amount of late charge shall change to 10% of the amount of the monthly unpaid rent.
4. Paragraph V entitled Term on Page 2 is amended to provide that as of the date of this Agreement as set forth above, the Term of the Sublease shall be for a period of 25 years, expiring on February 25, 2050.
2 5. Paragraph VI entitled Termination on Page 2 is amended to either party may terminate this Agreement with one hundred eighty (180) days' written notice to the other party. This Agreement may still be terminated immediately in the event that the United States terminates its lease with the City.
6. Paragraph X entitled Improvements by Sublessor on Page 3 is deleted.
7. Paragraph XIV entitled Insurance on Page 4 and Paragraph XV entitled Minimum Scope and Limit iflnsurance on Page 5 are amended to provide that that City understands and agrees that some of the insurance requirements set forth in the Sublease may not be available in the insurance marketplace and that Sublessee shall work with an insurance consultant to procure insurance coverage and Sublessor agrees to accept as compliance to the insurance provisions of the Sublease the insurance coverage that sublessee obtains during the Term of the Sublease.
8. Paragraph XVII entitled Notices on Page 7 is amended to change the name and address for Sub- Lessee to Tara's Chance, Attention, Matt Howells, Executive Director, 219 E. Claire Avenue, Fullerton, CA, 92835, (714) 230-6247.
II. Assignment and Assumption and Consent and ApprovalThe Parties agrees to the following assumption and assignment and consent and approval to the Sublease:
9. Howells and Coyote hereby transfer and assign their rights and obligations as Sublessee of the Sublease as amended by this Agreement to Tara's Chance.
10. Tara's Chance accepts and assumes the rights and obligations of the Sublessee of the Sublease as amended by this Agreement.
11. City hereby approves the Assignment and accepts Tara's Chance as the Sublessee to the Sublease as amended by this Agreement.
12. City confirms and agrees that that it has no knowledge of any fact, event, occurrence or circumstances that constitute an event of default of the Sublease, or are aware of any fact, event, occurrence or substances that with the giving of notice or the passage of time would constitute an event of default of the Sublease as amended herein, and that the Sub lessee is in full compliance with its obligations of the Sublease as amended herein.
13. City hereby confirms that Term of the Sublease pursuant to Paragraph V has been extended for an additional 30-year period effective as of the date of this Agreement and the notification provision contained in Paragraph V is only applicable to the 20 Year Extension Period referenced above in Paragraph 4.
ill. Other Provisions
The Parties agree to include the following additional provisions to the Sublease:
14. This Agreement shall be effective immediately upon the close of the transaction at in which Tara's Chance acquires ownership of the Property. Upon the effective date of this Agreement, the Howells and Coyote shall be released as party to the Sublease. For reference purposes, the date of this Agreement shall be the date first written above.
3 Exhibit A
Ill. USE
S11b-Lessor's use of the Premises shall be for the exclusive purposes of operating an equestrian ,iding and training facility. The facility shall not be used for the boarding, care, or feeding of horses.
IV. RENT
A. l,lse Payment. Sub-Lessor agrees to pay to the City rent in the amount of three hundred dollars ($300.00) per month upon approval of this Agreement. The monthly rent payment will increase by three percent (3%) on the anniversary date of the Agreement, every other year. Rent payment shall be due on or before the first day of each month. Rental payments shall be paid to the City of Fullerton and delivered to the Administrative Services Department, Accounts Receivable, at 303 West Commonwealth Avenue, Fullerton, California 92832.
B. Late_ Fee. Payments made after the tenth (101h) of each month will be considered--delinquent and a late fee of twenty-five percent (25%) of.the amount due··wilf b�-addec
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to the payment. An additional charge i:iflwenTy�ve·percent (25%) of said payment, including the late fee, shall be added for each month thereof that said payment remains unpaid.
V. TERM
The terrn of this Agreement shall be for five (5) years, commencing upon the date of approval of this Agreement by the City.
With mutual agreement between the United States and City, Sub-Lessor shall have the option to extend the term of this Agreement for three (3) consecutive five (5) year periods with the same terms and conditions of this Agreement. Sub-Lessor shall notify the City at least sixty (60) days prior to the expiration of the original term or each option period, of its election to extend.
VI. JERMINATION
This Agreement may be terminated by either party with sixty (60) days' written notice to the other party. This Agreement may be terminated immediately in the event that the United States terminates its lease with the City.
VII. §_WBLEASE OR ASSIGNMENT
Any sublease or assignment of Sub-Lessor's interest in the Premises or any part or portion thereof is prohibited. Any attempted sublease or assignment shalt be null and void and shall be cause for immediate termination of this Agreement and shall confer no right, title or interest in or to this Agreement.
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