1 FIRST AMENDMENT TO LOAN AGREEMENT
AND PROMISSORY NOTE
THIS FIRST AMENDMENT TO LOAN AGREEMENT AND PROMISSORY NOTE (“First Amendment”) is made as of __________, 2024 (“Effective Date”), by and between FRIENDS OF ANTELOPE VALLEY FAIR, INC., a California nonprofit corporation (“Borrower”), and CITY OF LANCASTER, a California municipal corporation and charter city (“Lender”). Borrower and Lender are each a “Party” and collectively the “Parties.”
R E C I T A L S
A. The Borrower and Lender entered into a Loan Agreement (the “Agreement”) and Promissory Note (“Promissory Note”) dated as of July 31, 2021, pursuant to which Lender made a loan to Borrower in the principal sum of $250,000.00 (“Loan Amount”). Section 8 of the Loan Agreement and first paragraph of the Promissory Note provide that Borrower must pay to Lender the Loan Amount, together with accrued interest, on or before July 31, 2023 (“Maturity Date”).
B. Borrower and Lender desire by this First Amendment to amend the Loan Agreement and Promissory Note to change the Maturity Date to December 31, 2026.
NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and conditions set forth herein Borrower and Lender hereby agree as follows:
1. Extension of Maturity Date. The “Loan Maturity” date specified in section 8 of the Loan Agreement and “Maturity Date” specified in the Promissory Note are both hereby extended to December 31, 2026.
2. No Further Changes. Except as expressly provided to the contrary in this First Amendment, the terms of the Loan Agreement and Promissory Note shall remain in full force and effect as written. All terms used herein and not defined herein but defined in the Loan Agreement and/or Promissory Note shall have the meaning given to such terms therein.
3. Effectiveness. This First Amendment shall become effective immediately upon execution by the Parties.
4. Levine Act.
California Government Code section 84308 (“Levine Act”) requires a party to a contract other than competitively bid, labor, or personal employment contract, to disclose any contribution of more than $250 that the party (or their agent) has made to a member of the City Council or any other officer of the City as defined in the Levine Act within the prior 12 months. The Levine Act also prohibits for 12 months following a final decision, a party (or their agent) from making a contribution of more than $250 to any member of the City Council or any other officer as defined in the Levine Act who may participate in the making of this Agreement.
A. By its signature on this Agreement, FRIENDS OF ANTELOPE VALLEY FAIR, INC. represents and warrants [select one]:
2 □ Neither FRIENDS OF ANTELOPE VALLEY FAIR, INC. nor any agent acting on behalf of FRIENDS OF ANTELOPE VALLEY FAIR, INC. has, within the 12 months preceding the commencement of negotiations of this Agreement, made any political contribution of more than $250 to any member of the City Council or any other officer as defined in the Levine Act who may have participated in the making of this Agreement.
OR
□ FRIENDS OF ANTELOPE VALLEY FAIR, INC. (or an agent acting on behalf of FRIENDS OF ANTELOPE VALLEY FAIR, INC.) has made a political contribution of more than $250 to:
Identify the person(s) or agent(s) who made the contribution:
____________________
____________________
____________________
Identify the City officer(s) who received the contribution:
____________________
____________________
____________________
B. By its signature on this Agreement, FRIENDS OF ANTELOPE VALLEY FAIR, INC. further represents and warrants [select one]:
□ Neither FRIENDS OF ANTELOPE VALLEY FAIR, INC. nor any agent or principal acting on behalf of FRIENDS OF ANTELOPE VALLEY FAIR, INC. intends, within the 12 months following the execution of this Agreement, to make any political contribution of more than $250 to any member of the City Council or any other officer as defined in the Levine Act who may have participated in the making of this Agreement.
OR
□ FRIENDS OF ANTELOPE VALLEY FAIR, INC. (or an agent acting on behalf of FRIENDS OF ANTELOPE VALLEY FAIR, INC.) intends to make a political contribution of more than $250 to:
Identify the person(s) or agent(s) who will make the contribution:
____________________
____________________
____________________
Identify the City officer(s) who will receive the contribution:
____________________
____________________
____________________
3 5. Counterparts; Electronic Execution. This First Amendment may be executed in multiple counterparts by the Parties. All counterparts so executed shall constitute one agreement binding upon the Parties, notwithstanding that the Parties are not signatories to the original or the same counterpart. Each counterpart shall be deemed an original to this First Amendment, all of which shall constitute one (1) agreement. Documents executed, scanned, and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this First Amendment and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. This First Amendment, any other document necessary for the consummation of the transaction contemplated by this First Amendment may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq. (“E-Sign Act”), and the Uniform Electronic Transactions Act, Cal. Civ. Code § 1633.1 et seq. ("UETA").
IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the date set forth above.
LENDER:
CITY OF LANCASTER,
a California municipal corporation and charter city
By: _____________________________
Name: _____________________________
Its: _____________________________
BORROWER:
FRIENDS OF ANTELOPE VALLEY FAIR, INC.,
a California nonprofit corporation
By: _____________________________
Name: _____________________________
Its: _____________________________
____________________________
City Clerk
4 City of Lancaster
____________________________
City Attorney
City of Lancaster