SANTA ANA BUSINESS COUNCIL INC. - AMEND & RESTATED 2014

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terminating on September 16, 2016 unless terminated sooner due to any violations of the provisions of this Agreement or if a BID assessment is not approved in compliance with the Parking and Business Improvement Area Law of 1989 [Streets and Highways Code Sections 36500, et seq.]. The Term of this Agreement shall be automatically renewed in one (1) year Renewal Terms unless either party gives notice of termination at least two (2) months prior to the expiration of the Initial Tenn or any Renewal Term. § 1.02 Status of SABC (a) By its execution of this Agreement, SABC warrants that it is duly incorporated under the laws of the State of California and that true and correct copies of its Articles of Incorporation and Bylaws and a true and correct listing of SABC's officers and their terms of office, certified as such by SABC's Secretary, have been filed with the Clerk of the Council. (b) By its execution of this Agreement, City accepts and agrees to the organization of the SABC as set forth in the above said Articles of Incorporation and Bylaws. § 1.03 Compensation of SABC Board Members and Meetings (a) Meetings shall be held on a quarterly basis with more meetings called at the discretion of the SABC Board. When conducting meetings related to the Downtown Santa Ana Business Improvement Area, members of the Board shall serve without compensation other than reimbursement for expenses incurred by them in the course of the performance of services for SABC when authorized by the SABC Board. (b) SABC shall conduct its meetings in accordance with the Ralph M. Brown Act; the number of board members for purposes of the Brown Act shall consist of 12 board members, with 7 board members serving as a quorum. § 1.04 Changes in Officers, Articles and Bylaws SABC shall notify the Clerk of the Council of any change in the membership of the Board and any change in the officers of SABC. Any amendment of SABC's Articles or Bylaws shall be filed with the Clerk of the Cormeil. §1.05 City Representation at Meetings of SABC The City Manager shall be entitled to attend all meetings of SABC related to the BID and to participate in the discussions of the Board to the same extent as the members of the Board, and SABC shall assure that the City Manager is provided with reasonable advance notice of all meetings of SABC. Nothing herein shall be construed to provide the City Manager with any authority to make, second, or vote on motions, or to cause him to be counted for purposes of 3