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I n c a ,,,,. 1,,,t,;,:,,,,,.:..,,,.„:,,,,„:„,„,,,,,,,,,:te,..,..„, ....4,„„,,,,,,,;,..„„f..,..,„„.,..,.., ,,.,,„,;„,,„.,,„..„,,,,,,,s„.„,,,,„:„..,,,,...„,,,...„,„ .,,,.,..,:4.,,1: ,,,,04)-,,,,,,,,,..,,,,. GREEN; ,. ,...,, . -,. , . . , ,,,' , . ° " k ' , of oRC� IrtO.-' Vie (Srr {S isj' 1,0 wow Incorporrted Au�wt 5,1903 �tin ity'ft City of Arcadia Office of the October 6, 2015 City Council Dear Honorable Mayor Kovacic: It is with great regret and sadness that I have to resign from my position as council Gary A. Kovacic member effective immediately due to personal and health reasons. Mayor For the last 12 years, I have enjoyed serving on the council with you, our colleagues, and Roger Chandler many of our friends. It has been an experience that I am thankful for and will always Mayor Pro Tern treasure. Our team at the city is second to none. Our wonderful staff works hard to make sure that we provide the best service to the residents. That is the Arcadia way, and I think Tom Beck it is the best way. Council Member Sho Tay There is still a rough road ahead, and difficult decisions will need to be made to ensure Council Member that Arcadia continues to run like a well-oiled machine. I have total confidence in the John Wuo current Council to do just that. Council Member I love Arcadia, and it is time to say good bye. Best wishes to all. Best regards, /1 :/FOP J. Wuo 240 West Huntington Drive Post Office Box 60021 Arcadia,CA 91066-6021 (626)574-5403 City Hall ;626)446-5729 Fax vwwArcadiaCA.gov jI6,„ti(07,d'gee : Ci Lisa Mussenden Subject: FW: City Council Meeting 10-6 @ 6pm re: AIA proposing to have a Sat Street Fair and new vendor - My opposition Attachments: Downtown Arcadia Bylaws FINAL 1-2-14.pdf Subject: FW: City Council Meeting 10-6 @ 6pm re: AIA proposing to have a Sat Street Fair and new vendor - My opposition Good afternoon Mayor and City Council, Please see email below from Jason, as well as email from Maria Molak, owner of the Arcadia Blues Club. Attached is copy of Downtown Arcadia Bylaws. Thank you, Mary To give this comment some context, Maria Molak is the owner of the Arcadia Blues Club in Downtown. Maria owns the Blues Club along with her husband Bobby Bluehouse. Maria is on the Board of the AIA representing the Outback Steakhouse. Bobby was also on the AIA Board until his recent resignation. However, Bobby attended the last Board meeting of the AIA as a member of the Public. In addition to the comments in the email and the attachment, Bobby and Maria are primarily upset that the Board is now proposing moving the night of the Fair to Saturday night.They feel that this takes away the best access and parking for the Arcadia Blues Club. Thanks,Jason Mary Buttice Executive Assistant, City Manager's Office City of Arcadia 240 W. Huntington Drive,Arcadia, CA 91007 Phone: 626-821-4302 Fax 626-446-5729 mbutticeArcadiaCA.gov From: Maru Mitm [mailto:marumitm@sbcglobal.net] Sent: Monday, October 05, 2015 1:02 PM To: Pat Auriemmo Cc: Dominic Lazzaretto; Jason Kruckeberg; garykovacic@ gmail.com Subject: City Council Meeting 10-6 @ 6pm re: AIA proposing to have a Sat Street Fair and new vendor- My opposition Dear Pat Auriemmo, Senior Administrative Assistant, City of Arcadia, Mr. Mayor, City Administrator and please distribute to City Council Members: RE: City Council Meeting 10-6 at 6pm AIA proposing to have a Sat Street Fair and new vendor I am a property and business owner as well as a Board Member of AIA Downtown Improvement Association. AIA is requesting to have a new Street Fair Event with a new operator on Saturday nights. This is going to be another ill-fated waste of time, resources and further tarnishes our reputation. I am opposed to their proposed change at this time. The City should not approve any more events, permits or city spending related to this group for now. The City of Arcadia first needs to have a viable and City Council approved plan that has the support of the property owners. We need a Downtown Specific Plan and the related zoning in place before we spend more money or approve events. These events do not benefit the majority of property owners contributing to AIA and seem to only be initiated by a handful of back room special deals and interests. These events could be a great thing but first things first. The events should be intended to generate more pedestrian traffic in support of theoretical retail, restaurants and entertainment businesses. At his time many of the businesses within the AIA district are incompatible uses such as doctor's offices, real estate offices, attorneys offices, insurance offices, after school education programs and other service providers offices who all should be considered functional vacancies as they are not dependent on pedestrian traffic flow and are not part of any successful downtown at ground level facing the street. These uses should be zoned for upper floors and to the rear of street frontage for any conventional downtown to succeed. Otherwise we are a round peg in a square hole. IT JUST DOES NOT FIT. I know our AIA is anxious to show they are doing something with the money we raised but patience is critical here or we lose our goodwill with the property owners who at this time are mostly apathetic and do not even know what the end is. There is also shortage of parking right now and access to parking. This event would create even more hardship on surrounding 2 businesses that are open at night, with Saturday being their busiest night of the week. Also a fairly large concern of note: I have observed that a few members of this group do not follow the Bylaws, joke about not following the bylaws and are violating the Brown Act on the a regular basis. Some of the violations that currently exist are: 1 . Lack of responsible detailed monthly financial report by the Treasurer. We have requested it for over a year but so far it has not been done properly. SECTION 9 of the Bylaws: Duties of the Treasurer SECTION 9. DUTIES OF TREASURER Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the Treasurer shall: a. Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors or delegate such responsibilities to staff; b. Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever. c. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements. d. Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. e. Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request Final Arcadia Improvement Association Bylaws 13 January 2014 3 therefor. Arcadia Community businesses shall have similar rights of inspection as provided by action of the directors. f. Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation. g. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. h. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. 2. Authorizing payments to "interested parties" of Board Members or their Affiliates or Employees, including City of Arcadia and Police Department. Please see the attached bylaws SECTION 5 SECTION 5. RESTRICTION REGARDING INTERESTED DIRECTORS Notwithstanding any other provision of these Bylaws, not more than zero (0%) of the persons serving on the Board may be interested persons. For purposes of this Section, "interested persons" means either: A) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director. In any and all cases, a Board member who also happens to be an "interested person" shall not move, second or vote on any contract in which they have a financial interest or 4 B) Any brother, sister, ancestor, descendant, spouse, brother-in- law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person. It appears that this group is being run by a few individuals that lack a realistic and approved plan for the property and businesses owners it is supposed to benefit. We also have serious concerns as how this can be not-for-profit 501c3. I am suggesting all the future spendings are suspended until there is City of Arcadia approved Zoning in place. Otherwise they are just wasting our money and we the property and business owners that pay into it do not benefit at all. Maria Molak PO Box 661837 Arcadia, CA91066 5 BYLAWS OF ARCADIA IMPROVEMENT ASSOCIATION A CALIFORNIA PUBLIC BENEFIT CORPORATION Revised January 2nd, 2014 ARTICLE 1 OFFICES SECTION 1. PRINCIPAL OFFICE The principal office of the corporation for the transaction of its business is located in Los Angeles County, California and Downtown Arcadia, as defined by the map attached as "Exhibit A" and incorporated in these Bylaws by reference. SECTION 2. CHANGE OF ADDRESS The county of the corporation's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the County of Los Angeles. Any such change shall be noted by the Secretary in these Bylaws, but shall not be considered an amendment of these Bylaws. SECTION 3. OTHER OFFICES The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate. ARTICLE 2 PURPOSES SECTION 1. OBJECTIVES AND PURPOSES The primary objectives and purposes of this corporation shall be: A) To bring about the revitalization of the Downtown Arcadia Community "The District"and its surrounds. B) To bring about the investment of private and public capital within the Downtown Arcadia Community and its surrounds for public benefit and charitable purposes. C) To bring about the increased provision of quality public improvements and educational, cultural, artistic, charitable, and social services within Downtown Arcadia Community and its surrounds for public benefit and charitable purposes. Final Arcadia Improvement Association Bylaws 1 January 2014 D) To bring about the increased economic well-being of residents, employees, and businesses within the Downtown Arcadia Community and its surrounds. E) To promote improvement within the Downtown Arcadia Community through activities which contribute to the economic and neighborhood well-being of the Downtown Arcadia Community. F) The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. On the dissolution or winding up of this corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this corporation, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Section 501(c)(3) of the Code. ARTICLE 3 MEMBERSHIP SECTION 1. NO MEMBERS A) This Corporation shall have no members, as that term is defined in section 5056 of the California Nonprofit Corporation Law. Unless otherwise provided herein or in the California Nonprofit Public Benefit Corporation Law, any action which would otherwise require approval by a majority of all members shall require only approval of the Board of Directors. All rights which would otherwise vest in the members shall vest in the board of directors. Nothing in these Bylaws shall be construed as limiting the right of the Corporation to refer to persons associated with it, who participate in any activities of the Corporation, as "members" even though such persons are not members, as defined in section 5056 of the California Corporations Code. Such persons shall be deemed to be associated persons with respect to the corporation as that term is defined in section 5332 of the California Nonprofit Public Benefit Corporation Law, and no such reference shall constitute anyone a member of this Corporation. ARTICLE 4 ELECTION OF DIRECTORS SECTION 1. NOMINATION AND ELECTION TO THE BOARD, COMMITTEES A) Not less than ninety (90) days before the date set forth for the Annual meeting of the Directors, the President shall request that the Board of Directors appoint at least three (3) Directors to serve on the Nominating Committee which shall include the President and at least two of the Directors of the Corporation to solicit nominees for consideration Final Arcadia Improvement Association Bylaws 2 January 2014 and election as Directors, and the names, so proposed, shall be presented to the Board of Directors at its Annual meeting. During its first year, the Arcadia Improvement Association shall be operated by an interim Board of Directors, which is open exclusively to any and all property owner or their authorized agents, to steer the improvement activities of the corporation until eligibility for nomination has been determined consistent with Article 4, Section 2. 1. Nominations for Board of Directors a. Each parcel owner within the District, or their agent, will be allowed one nomination for each open seat on the Board of Directors; b. Only parcel owners within the District, or their agents, are eligible to nominate a Director to the Board. There are no restrictions on who may be nominated. (1) To be nominated as a Director, a nominee must have a written statement of nomination from a parcel owner within the District, or their agent; (2) A parcel owner within the District may also self-nominate; (3) A parcel owner within the District must be active through serving on a committee of the Board to be eligible for nomination; 2. Process of Nomination and Election to the Board: The Nominations Committee shall prepare and mail the nomination form to serve on the Board of Directors to all parcel owners eligible and willing to serve on the Board consistent with Article 4, Section 2 (a). a. The nomination forms shall be mailed out at least 60 days prior to the date set for the Annual meeting. b. Once the Nomination forms have been received, the Nominations Committee will determine the eligibility of the nominees, as per Article 4 Section 2 (a) of the bylaws. The Nominations Committee will then create a slate representing the list of eligible nominees and prepare it for mailout to the property owners within the District; c. The slate of nominees in the form of a ballot, shall be mailed to all property owners within the District at least 30 days prior to the Annual meeting of the Board of Directors. The returned ballots will be tallied by the Nominations Committee and the results will be presented to the Board for consideration at the Annual Meeting. d. At its Annual Meeting, the Board will consider the slate of candidates who have been approved by a majority vote through the balloting of property owners and the Board will approve the slate of eligible nominees for the open seats on the Board of Directors. The Board may expand the number of open seats as per Article 5, Section 1, if the Board Final Arcadia Improvement Association Bylaws 3 January 2014 determines that such an expansion will serve the purpose of the corporation; e. The Nominations process shall normally commence in the summer of each year and the Annual meeting shall be held by November 30th of each year to prepare for the upcoming fiscal year budget process commencing on December 1st 3. Committee membership: a. Committee members may only be appointed by the Board of Directors. b. Property owners within the District or their agents, not elected to the Board are not involved in determining committee membership. c. Committee members may be property owners or from the community at large. SECTION 2: ELIGIBILITY TO SERVE ON BOARD, PARCEL AND PROPERTY OWNERS a. Eligible voting property owners are defined as a person or entity who has made full payment of CBD property assessments within the boundaries of the Arcadia CBD for the previous and current fiscal years that such assessments were due. b. Eligible parcel owner nominees are defined as a person or an agent designated by a parcel owner, in writing, based upon the parcel(s) they own within the boundaries of the Arcadia CBD. ARTICLE 5 DIRECTORS SECTION 1. NUMBER AND TERM A. The corporation shall have a minimum of nine (9) and a maximum of twenty-five (25) Directors and collectively they shall be known as the Board of Directors. The exact number of Directors shall be fixed from time-to-time by resolution and amendment of these bylaws by the Board of Directors. Subject to the foregoing provisions for changing the number of Directors, the following seats shall be allocated to the Board of Directors based upon their financial contribution, as a group, to the operation of the Association. The allocation of categories of Board seats shall be as follows: 1. 100% of the seats on the Board of Directors at all times and within a specific year, shall be filled by property owner Directors, or the agents of those property owners, who have fully paid into the current fiscal year of the Downtown Arcadia Community Benefit District. Final Arcadia Improvement Association Bylaws 4 January 2014 2. The Property Owner Directors shall be elected in accordance with Article 4, Sections 1 and 2 for two (2) year terms beginning on the date of election to replace those Directors whose terms are then expiring. During the first full nomination and election of the Board in the summer or Fall of 2014, 50%of the property owner Directors shall serve two year terms and 50%shall serve one year terms. This staggering of seats will ensure that the entire Board is not replaced within one calendar year. Commencing 2015, and thereafter, all property owner director seats shall serve 2 year terms from the date of the Annual Meeting. SECTION 2. POWERS Subject to the provisions of the California Nonprofit Public Benefit Corporation law, and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. SECTION 3. DUTIES It shall be the duty of the Directors to: A) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws; B) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation; C) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly; D) Meet at such times and places as required by these Bylaws; E) Register their addresses with the Secretary of the corporation and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof. SECTION 4. COMPENSATION The Directors shall serve without compensation. Final Arcadia Improvement Association Bylaws 5 January 2014 SECTION 5. RESTRICTION REGARDING INTERESTED DIRECTORS Notwithstanding any other provision of these Bylaws, not more than zero (0%) of the persons serving on the Board may be interested persons. For purposes of this Section, "interested persons" means either: A) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director. In any and all cases, a Board member who also happens to be an "interested person" shall not move, second or vote on any contract in which they have a financial interest or B) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person. SECTION 6. PLACE OF MEETINGS Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such place within or without the State of California which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the corporation shall be valid only if held on the written consent of all Directors given either before or after the meeting and filed with the Secretary of the corporation or after all Board members have been given written notice of the meeting as hereinafter provided for special meetings of the Board. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so as long as all directors participating in such meeting can hear one another. SECTION 7. REGULAR AND ANNUAL MEETINGS A) Regular meetings of Directors shall be held at a time and place as set by the Board of Directors. The Board has the authority to alter the time and place of the monthly meetings upon majority vote provided notification of such change is made to the Arcadia Community. B) If this corporation makes no provision for members, then, at the Annual meeting , the nominees for Directors shall be elected by the Board of Directors in accordance with the nomination procedures outlined in Articles 4 and 5. SECTION 8. SPECIAL MEETINGS Special meetings of the Board of Directors may be called by 50% or more of the officers of the corporation including the President, Chairperson, the Vice President, the Secretary, and Treasurer or by any five (5) Directors, and such meetings shall be held at the place, within the City of Arcadia designated by the person or persons calling the meeting, and in the absence of Final Arcadia Improvement Association Bylaws 6 January 2014 such designation, at the principal office of the corporation. SECTION 9. NOTICE OF MEETINGS Regular meetings of the Board may be held with appropriate notice consistent with the open meetings provisions of the Ralph M. Brown Act. Regular meetings of the Board shall be held upon three (3) days' notice by first-class mail or seventy two (72) hours' notice delivered personally or by telephone fax or e-mail.. If sent by mail or fax, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery to the Director. Such notices shall be addressed to each Director at his or her address as shown on the books of the corporation. Notice of the time and place of holding an adjourned meeting needs to be given to absent Directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than forty eight (48) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to Directors absent from the original meeting if the adjourned meeting is held more than forty eight (48) hours from the time of the original meeting. SECTION 10. CONTENTS OF NOTICE Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting.The purpose of any Board meeting shall be specified in the notice. SECTION 11. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. SECTION 12. QUORUM FOR MEETINGS A quorum shall consist of a majority of the sitting Board of Directors. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board. The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation. Property owner Final Arcadia Improvement Association Bylaws 7 January 2014 w n directors, or their designated representatives, may call into a Board meeting provided that all present may hear the audio voice of the participating call-in director, and he or she may hear the conversation of the rest of the Board members present. SECTION 13. MAJORITY ACTION AS BOARD ACTION Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a Director has a material financial interest (Section 5233) and indemnification of Directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the Board. SECTION 14. CONDUCT OF MEETINGS Meetings of the Board of Directors shall be presided over by the President of the Board, or appointed Chairperson of the Board, or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the Directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. Meetings shall be governed by Roberts Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law. SECTION 15. ACTION BY TWO THIRDS WRITTEN CONSENT WITHOUT MEETING Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if 2/3 (two thirds) of the members of the full Board shall individually or collectively consent in writing to such action. Each Board member shall be notified of the need for written consent without a meeting through first class mail, a fax, e-mail or phone call. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the simple majority vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by two- thirds written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority. SECTION 16. VACANCIES AND REMOVAL: Any Board members with three (3) unexcused absences from a regularly scheduled Board Final Arcadia Improvement Association Bylaws 8 January 2014 meeting within a one year term of the Board shall be automatically removed from the Board, and a vote of the Board is not required for this removal. Board members who miss six (6) regular Board meeting within a one year Board term, whether excused or unexcused, shall be automatically removed from the Board. Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of authorized Directors is increased. The Board of Directors may declare vacant the office of a Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law. If this corporation has any members, then, if the corporation has less than fifty (50) members, Directors may be removed without cause by a majority of all members, or, if the corporation has fifty (50) or more members, by vote of a majority of the votes represented at a membership meeting at which a quorum is present. If this corporation has no members, Directors may be removed without cause by a majority of the Directors then in office. Any Director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General. Vacancies on the Board shall be filled by approval of the majority vote of the Board of Directors or, if the number of Directors then in office is less than a quorum, by (1) the unanimous written consent of the Directors then in office, (2) the affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining Director. If this corporation has members, however, vacancies created by the removal of a Director may be filled only by the approval of the members. The members, if any, of this corporation may elect a Director at any time to fill any vacancy not filled by the Directors. A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office. Final Arcadia Improvement Association Bylaws 9 January 2014 SECTION 17. NON-LIABILITY OF DIRECTORS The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. SECTION 18. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS To the extent that a person who is, or was, a Director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses,judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law. SECTION 19. INSURANCE FOR CORPORATE AGENTS The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law. ARTICLE 6 OFFICERS SECTION 1. NUMBER OF OFFICERS The officers of the corporation shall be a President, a Vice President, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer. The corporation may also have, as determined by the Board of Directors, a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President or Chairperson of the Board. Final Arcadia Improvement Association Bylaws 10 January 2014 SECTION 2. QUALIFICATION, ELECTION,AND TERM OF OFFICE Any member of the Board of Directors may serve as an officer of this corporation. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office for a one year term or until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. Officers shall be elected individually each year at the Annual Nominations and Election meeting of the Board of Directors. A Board member shall serve two full years prior to becoming eligible for nomination as a Board officer, (except during the first two years of the creation of the corporation, this will become effective in the Fall of 2015). SECTION 3. SUBORDINATE OFFICERS The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors. SECTION 6. DUTIES OF PRESIDENT The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. If applicable, the President shall preside at all meetings of the delegates. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. SECTION 7. DUTIES OF VICE PRESIDENT In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors. SECTION 8. DUTIES OF SECRETARY The Secretary shall: a. Certify and keep at the principal office of the corporation the original, or a copy of these Bylaws as amended or otherwise altered to date. Final Arcadia Improvement Association Bylaws 11 January 2014 b. Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof. c. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. d. Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these Bylaws. e. Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. f. Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation. Arcadia Community businesses shall have similar rights of inspection as provided by action of the Directors. g. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. SECTION 9. DUTIES OF TREASURER Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the Treasurer shall: a. Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors or delegate such responsibilities to staff; b. Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever. c. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements. d. Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. e. Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request Final Arcadia Improvement Association Bylaws 12 January 2014 therefor. Arcadia Community businesses shall have similar rights of inspection as provided by action of the directors. f. Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation. g. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. h. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. SECTION 10. COMPENSATION No Director or Officer shall receive compensation or salary for their service on the Board of Directors. ARTICLE 7 COMMITTEES SECTION 1. EXECUTIVE/ORGANIZATION COMMITTEE The Board of Directors may, by a majority vote of Directors, designate four (4) or more of its members (who may also be serving as officers of this corporation) to constitute an Executive/Organization Committee and delegate to such Committee any of the powers and authority of the Board in the management of the business and affairs of the corporation, except with respect to: a. The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the majority of the Board of Directors. b. The filling of vacancies on the board or on any committee which has the authority of the Board. c. The amendment or repeal of Bylaws or the adoption of new Bylaws. d. The amendment or repeal or any resolution of the Board which by its express terms is not so amendable or repealable. e. The appointment of committees of the Board or the members thereof. Final Arcadia Improvement Association Bylaws 13 January 2014 f. The approval of any transaction to which this corporation is a party and in which one or more of the Directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law. By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the Board may require. SECTION 2. OTHER COMMITTEES AND TASK FORCES The corporation shall have such other committees and task forces as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as "advisory/ committees or task forces. SECTION 3. MEETINGS AND ACTION OF COMMITTEES Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of the Ralph M. Brown Act and these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws. ARTICLE 8 EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS SECTION 1. EXECUTION OF INSTRUMENTS The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetary for any purpose or in any amount. Final Arcadia Improvement Association Bylaws 14 January 2014 SECTION 2. CHECKS AND NOTES Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation. SECTION 3. DEPOSITS All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select. SECTION 4. GIFTS The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation. ARTICLE 9 CORPORATE RECORDS, REPORTS AND SEAL SECTION 1. MAINTENANCE OF CORPORATE RECORDS The corporation shall keep at its principal office in the State of California and shall be available or public review consistent with the open meetings and public records sections of the Ralph M. Brown Act: A) Minutes of all meetings of Directors, committees of the Board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called,the notice given, and the names of those present and the proceedings thereof; B) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; C) A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership; D) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by Arcadia Community property owners, residents businesses or the members, if any, of the corporation at all reasonable times during office hours. Final Arcadia Improvement Association Bylaws 15 January 2014 SECTION 2. CORPORATE SEAL The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument. SECTION 3. DIRECTORS' INSPECTION RIGHTS Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation. SECTION 4. INSPECTION RIGHTS Property Owners within the District shall have the following inspection rights, for a purpose reasonably related to such person's interest: A) To inspect and copy the record of all property owner names, addresses and voting rights, at reasonable times, upon five (5) business days' prior written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested. B) To obtain from the Secretary of the corporation, upon written demand and payment of a reasonable charge, an alphabetized list of the names, addresses and voting rights of those property owners entitled to nominate and vote for the appointment of Directors as of the most recent record date for which the list has been compiled or as of the date specified by the property owner subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The property owner list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled. C) To inspect at any reasonable time the books, records, or minutes of proceedings of the Directors or of the Board or committees of the Board, upon written demand on the corporation by the property owner within the District, for a purpose reasonably related to such person's interests; SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts. Final Arcadia Improvement Association Bylaws 16 January 2014 SECTION 6. ANNUAL REPORT The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation's fiscal year to all Directors of the corporation and, if this corporation has members, to any member or delegate who requests it in writing, which report shall contain the following information in appropriate detail: A) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year; B) The principal changes in assets and liabilities, including trust funds, during the fiscal; C) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year; D) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year; E) Any information required by Section 7 of this Article. The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation. If this corporation has members, then, if this corporation receives TWENTY-FIVE THOUSAND DOLLARS ($25,000), or more, in gross revenues or receipts during the fiscal year, this corporation shall automatically send the above annual report to all members, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of a corporate officer, as specified by the above provisions of this Section relating to the annual report. SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS This corporation shall mail or deliver to all Directors and any and all members a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind: A) Any transaction in which the corporation, or its parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest: B) Any Director or officer of the corporation, or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or Final Arcadia Improvement Association Bylaws 17 January 2014 C) Any holder of more than ten percent (10%) of the voting power of the corporation, its parent or its subsidiary. The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than FIFTY THOUSAND DOLLARS ($50,000). Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal year to any director or officer, except that no such statement need be made if such indemnification was approved by the members pursuant to Section 5238(e)(2) of the California Nonprofit Public Benefit Corporation Law. Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person's relationship to the corporation, the nature of such person's interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated. If this corporation has any members and provides all members with an annual report according to the provisions of Section 6 of this Article, then such annual report shall include the information required by this Section. ARTICLE 10 FISCAL YEAR SECTION 1. FISCAL YEAR OF THE CORPORATION The fiscal year of the corporation shall begin on the December 1 and end on November 30th in each year. ARTICLE 11 AMENDMENT OF BYLAWS SECTION 1. AMENDMENT Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows: A) Subject to the power of members, if any, to change or repeal these Bylaws under Section 5150 of the Corporations Code, by approval of the Board of Directors unless the Final Arcadia Improvement Association Bylaws 18 January 2014 Bylaw amendment would materially and adversely affect the rights of members, if any, as to voting or transfer, provided, however, if this corporation has admitted any members, then a Bylaw specifying or changing the fixed number of directors of the corporation, the maximum or minimum number of directors, or changing from a fixed to variable board or vice versa, may not be adopted, amended, or repealed except as provided in subparagraph (b) of this Section; or B) By approval of the majority action of the sitting Board of Directors;. ARTICLE 12 AMENDMENT OF ARTICLES SECTION 1. AMENDMENT OF ARTICLES BEFORE ADMISSION OF MEMBERS Before any members have been admitted to the corporation, any amendment of the Articles of Incorporation may be adopted by approval of the Board of Directors. SECTION 2. AMENDMENT OF ARTICLES AFTER ADMISSION OF MEMBERS After members, if any, have been admitted to the corporation, amendment of the Articles of Incorporation may be adopted by the approval of the Board of Directors and by the approval of the members of this corporation. SECTION 3. CERTAIN AMENDMENTS Notwithstanding the above sections of this Article, this corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation of the names and addresses of the first directors of this corporation nor the name and address of its initial agent, except to correct an error in such statement or to delete either statement after the corporation has filed a "Statement by a Domestic Non-Profit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law. ARTICLE 13 PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS No member, Director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and Final Arcadia Improvement Association Bylaws 19 January 2014 shall not receive, any of the corporate assets on dissolution of the corporation. All members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise. ARTICLE 14 MEMBERS SECTION 1. DETERMINATION OF MEMBERS If this corporation makes no provision for members, then, pursuant to Section 5310(b) of the Nonprofit Public Benefit Corporation Law of the State of California, any action which would otherwise, under law or the provisions of the Articles of Incorporation or Bylaws of this corporation, require approval by a majority of all members or approval by the members, shall only require the approval of the Board of Directors. ARTICLE XV PROHIBITED TRANSACTIONS SECTION 1: Loans. Except as permitted by Section 5236 of the Code, the Corporation shall not make any loan of money or property to, or guarantee the obligation of, any Director or officer; provided, however, that the Corporation may advance money to a Director or officer of the Corporation or any subsidiary for expenses reasonably anticipated to be incurred in performance of the duties of such officer or Director so long as such individual would be entitled to be reimbursed for such expenses absent that advance. SECTION 2: Self-Dealing Transactions. Except as provided in Section 3, below,the Board shall not approve or permit the Corporation to engage in any self-dealing transaction. A self-dealing transaction is a transaction to which the Corporation is a party and in which one or more of its Directors has a material financial interest, unless the transaction is described in Section 5233(b) of the Code. SECTION 3: Approval. This Corporation may engage in a self-dealing transaction if the transaction is approved by a court or by the Attorney General. This Corporation also may engage in a self-dealing transaction if the Board determines, before the transaction, that (1) the Corporation is entering into the transaction for its own benefit; (2) the transaction is fair and reasonable to the Corporation at the time; and (3) after reasonable investigation, the Board determines that it could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Such determinations must be made by the Board in good faith, with knowledge Final Arcadia Improvement Association Bylaws 20 January 2014 of the material facts concerning the transaction and the interest of the Director or Directors in the transaction, and by a vote of a majority of the Directors then in office, without counting the vote of the interested Director or Directors. ARTICLE XVI CONSTRUCTION AND DEFINITIONS Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the Code as amended from time to time shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term "person" includes a corporation as well as a natural person. ARTICLE XVII CONFLICT OF INTEREST AND COMPENSATION APPROVAL POLICIES SECTION 1. PURPOSE OF CONFLICT OF INTEREST POLICY The purpose of this conflict of interest policy is to protect this tax-exempt corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or Director of the corporation or any "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958- 3 of the IRS Regulations and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations.This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. SECTION 2. DEFINITIONS a. Interested Person. Any Director, principal officer, member of a committee with governing Board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations,who has a direct or indirect financial interest, as defined below, is an interested person. b. Financial Interest. A Director has a financial interest if the person has, directly or indirectly, through business, investment, or family: (1) an ownership or investment interest in any entity with which the corporation has a transaction or arrangement, or Final Arcadia Improvement Association Bylaws 21 January 2014 (2) a compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or (3) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate governing Board or committee decides that a conflict of interest exists. SECTION 3. CONFLICT OF INTEREST AVOIDANCE PRODEDURES a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and members of committees with governing Board delegated powers considering the proposed transaction or arrangement. b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing Board or committee meeting while the determination of a conflict of interest is discussed and voted upon.The remaining Board or committee members shall decide if a conflict of interest exists. c. Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the governing Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. Final Arcadia Improvement Association Bylaws 22 January 2014 After exercising due diligence, the governing Board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing Board or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement. d. Violations of the Conflicts of Interest Policy. If the governing Board or committee has reasonable cause to believe a Director or committee member has failed to disclose actual or possible conflicts of interest, it shall inform the individual of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. SECTION 4. RECORDS OF BOARD AND BOARD COMMITTEE PROCEEDINGS The minutes of meetings of the governing Board and all committees with Board delegated powers shall contain: a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing Board's or committee's decision as to whether a conflict of interest in fact existed. b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. Final Arcadia Improvement Association Bylaws 23 January 2014 SECTION 5. STATEMENTS Each Director, principal officer, and member of a committee with governing Board-delegated powers may sign a statement upon election that affirms such person: a. has received a copy of the conflicts of interest policy, b. has read and understands the policy, c. has agreed to comply with the policy, and d. understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. SECTION 6. PERIODIC REVIEWS To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted.The periodic reviews shall, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's-length bargaining. b. Whether partnerships,joint ventures, and arrangements with management organizations conform to the corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction. SECTION 8. USE OF OUTSIDE EXPERTS When conducting the periodic reviews as provided for in Section 6, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing Board of its responsibility for ensuring periodic reviews are conducted. CERTIFICATE OF SECRETARY I, the undersigned, certify that I am the currently elected and acting Secretary of Arcadia Improvement Association, a California nonprofit corporation, and the above Bylaws, consisting of 24 pages, are the Bylaws of the Corporation as adopted at a meeting of the Board held in December 10th, 2014. Final Arcadia Improvement Association Bylaws 24 January 2014 Dated: December 10th, 2013 Executed at Arcadia, California Secretary Final Arcadia Improvement Association Bylaws 25 January 2014 copy • SETTLEMENT AGREEMENT This Settlement Agreement("Agreement")is made and entered into as of October ], 2015 ("Effective Date")by and between the City of Arcadia("City),and Bowden Development, Inc.,29 East Orange Grove Avenue,LLC,and Robert Tong(collectively"Real Parties in Interest"),and Save the Arcadia Highlands("Petitioner"or"STAR"). The City,Real Parties in Interest and Petitioner are collectively referred to as the"Parties"and sometimes individually referred to as a"Party." This Agreement sets forth the terms and conditions on which the Parties have agreed to fully resolve the following pending lawsuit entitled Save the Arcadia Highlands v. City of Arcadia, et al., Los Angeles County Superior Court Case No.BS154327(the"Lawsuit"), as well as settle all claims and actions raised or that could have been raised in the Lawsuit or in connection with any other past or future approval of the"29 East Orange Grove Avenue Project" and the"1600 Highland Oaks Drive Project"(defined below),or in connection with any other law so long as both projects(collectively,"the Projects")are consistent with the terms of this Agreement and are substantially similar and consistent with the Projects as approved by the City on February 3,2015. I. RECITALS A. On November 12, 2014, the Arcadia Highlands Homeowners' Association's Architectural Review Board ("ARB") denied the plans for the proposed single-family home residence located at 29 East Orange Grove Avenue ("29 East Orange Grove Avenue Project"). B. On November 19, 2014, the ARB denied the plans for the proposed single-family home residence located at 1600 Highland Oaks Drive("1600 Highland Oaks Drive Project"). C. On December 9, 2014, the City's Planning Commission voted to overturn the ARB's decisions as to the Projects. D. On February 3, 2015, the City Council rejected appeals, brought by the Arcadia Highlands Homeowners' Association,of the Planning Commission's decision to approve the Projects. As part of its determination, the Council City affirmed that the Projects were exempt from further review under the California Environmental Quality Act ("CEQA")pursuant to CEQA Guidelines section 15303. E. On February 5, 2015, Notices of Exemption from CEQA for the Projects were filed and posted with the County Clerk of Los Angeles County. F. On March 12, 2015, STAR filed a Verified Petition for Writ of Mandate styled Save the Arcadia Highlands v. City of Arcadia, et al., Los Angeles County Superior Court Case No. BS 154327 (the "Litigation"), seeking to vacate and set aside the City's February 3, 2015 approval of the Projects. G. City and Real Parties in Interest, on the one hand, and Petitioner,on the other hand,have agreed to compromise and settle all matters and disputes between themselves in order to Page 1 24347.00628\17639957.5 achieve a full and complete resolution of all claims that have been asserted or that could be asserted by Petitioner in the Litigation, or in any future disputes, claims, or legal actions, in relation to the Projects. II. The Parties agree that this Agreement is a global settlement of any and all present and future claims and/or litigation regarding the Projects. II. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises and/or covenants contained in this Agreement and any other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree, promise, and covenant as follows: A. Recitals and Definitions Incorporated. Each recital and definition set forth above is incorporated herein by reference and is made part of this Agreement. B. No Admission. All Parties understand and agree that nothing in this Agreement, or in the execution of this Agreement, shall constitute or be construed as an admission of error or wrongdoing by any Party or of any inadequacy or impropriety in connection with City's approval of the Projects. The Parties expressly deny any fault or liability for any and all claims made in the Litigation and acknowledge that this Agreement is the compromise of existing or potential claims and that there was no adjudication on the merits of any claim. C. City Obligations. Without admitting any liability,and in consideration of the terms of this Agreement, City shall implement the following terms and actions: 1. 1600 Highland Oaks Drive Project. a. Bowden Development Inc.shall submit to City staff for its review a revised design for the 1600 Highland Oaks Drive Project that contains the following features(all other design features approved by the City Council on February 3,2015 shall remain part of the design): (i) A maximum floor area of 5,800 square feet,which shall be calculated exclusive of garages,porches,courtyards,and other adjacent or detached structures; (ii) A single story with a maximum height of nineteen(19) feet,six(6) inches; • (iii) Plate height of nine(9)feet, six(6)inches; (iv) Craftsman architectural style; Page 2 24347.00628\17639957.5 (v) A maximum of four(4) bedrooms; (vi) A two(2)car garage maximum;and (vii) Two(2)existing Sycamore trees to be removed as represented on the map contained in Exhibit 1 and replaced with two(2)mature Oak trees(48 inch box). b. City staff shall provide the revised design of the 1600 Highland Oaks Drive Project to the ARB. The ARB shall have ten(10) calendar days from its receipt of the revised design to review the revised design and have one ARB member(to be designated by the ARB)to provide any comments or recommendations regarding the revised design, if any,to the City. City shall not retain any written notes,comments,submittals or other documentation submitted by or on behalf the ARB regarding the 1600 Highland Oaks Drive Project, or evidencing any of ARB's objections or opposition to 1600 Highland Oaks Drive Project made during this review period. The ARB's comments,objections or opposition to the 1600 Highland Oaks Drive Project shall not be made part of any public record of any hearing by the City Council. c. City staff shall consider any recommendations provided by the designated member of the ARB with regard to the revised design, but is under no obligation to implement such recommendations. d. City staff shall review the revised design of the 1600 Highland Oaks Drive Project to ensure that it is consistent with the terms of this Agreement and substantially similar and consistent with the 1600 Highland Oaks Drive Project as approved by the City Council on February 3,2015. e. City staff shall not refer the revised design to the ARB or to the Planning Commission. f. After considering the recommendations of the designated member of the ARB,City staff shall forward the revised design to the City Council for its consideration at an agendized public hearing. City Council is under no obligation to approve the revised design. 2. 29 East Orange Grove Avenue Project. a. 29 East Orange Grove Avenue LLC shall submit to City staff for its review a revised design for the 29 East Orange Grove Avenue Project that contains the following features(all other design features approved by the City Council on February 3,2015 shall remain part of the design): Page 3 24347.00628\17639957.5 (i) A maximum floor area of 5,775 square feet, which shall be calculated exclusive of garages, porches,courtyards,and other adjacent or detached structures; (ii) A single story with a maximum height of seventeen (17) feet,six(6) inches; (iii) Plate height of nine(9)feet,six(6)inches; (iv) California Ranch architectural style; (v) A maximum of five(5)bedrooms;and (vi) A three(3)car garage maximum. b. City staff shall review the revised design of the 29 East Orange Grove Avenue Project to ensure that it is substantially similar and consistent with the terms of this Agreement and as approved by the City Council on February 3,2015. c. City staff shall not refer the revised design to the ARB or to the Planning Commission. d. City staff shall forward the revised design of the 29 East Orange Grove Avenue Project to the City Council for its consideration at an agendized public hearing. City Council is under no obligation to approve the revised design. 3. Residential Zoning Code Update. The City Council shall consider reinstating, but is under no obligation to reinstate, the residential portion of the Zoning Code Update at the first available regularly scheduled City Council meeting after execution of this Agreement by all Parties. 4. Highland Oaks Historic Resource Survey, The City Council shall consider reinstating, but is under no obligation to reinstate, the Highland Oaks portion of the City's historic resources survey at the first available regularly scheduled City Council meeting after execution of this Agreement by all Parties. D. Real Parties in Interest Obligations. Without admitting any liability,and in consideration of the terms of this Agreement, Real Parties in Interest shall implement the following terms and actions: Line of Credit. Bowden Development Inc. agrees, as a compromise and for settlement purposes only,to fund a three thousand dollar($3,000) line of credit at Haynes Landscape Design of Pasadena, which shall be used solely by third party beneficiary, April Verlato ("Line of Credit"). The Line of Credit must be Page 4 24347.00628117639957.5 established within five (5) business days of the date that all of the following have occurred: a. The Parties have executed this Agreement and delivered their respective signatures to all other Parties; b. The City has approved the revised design of the 1600 Highland Oaks Drive project;and c. The statute of limitations set forth in Public Resources Code section 21167(d)has expired,without any legal challenge being brought challenging the approved revised design of 1600 Highland Oaks Drive. 2. 1600 Highland Oaks Drive Settlement Payment. Bowden Development Inc. agrees to pay as a compromise and settlement only half of the Petitioners' incurred attorneys' and consultants' fees and costs up to a maximum of fifteen thousand dollars ($15,000) (e.g., if Petitioner has incurred $28,000 in fees and costs, Bowden Development Inc. shall pay$14,000)as full and final settlement of all outstanding claims, including any claims for attorneys' and consultants' fees and costs, relating to the Litigation ("1600 Highland Oaks Drive Settlement Payment"). The 1600 Highland Oaks Drive Settlement Payment will be in the form of a check made payable to "Leibold McClendon & Mann Client Trust Account"to be delivered to Petitioner's counsel,John McClendon, within five(5) business days of the date that all of the following have occurred: a. The Parties have executed this Agreement and delivered their respective signatures to all other Parties; b. The City has approved the revised design of the 1600 Highland Oaks Drive project; c. The statute of limitations set forth in Public Resources Code section 21167(d)has expired,without any legal challenge being brought to the approval of the approved revised design of 1600 Highland Oaks Drive;and d. Petitioner's counsel has submitted appropriate documentation of the provision of legal services concerning the Litigation. 3. 29 East Orange Grove Avenue Settlement Payment. 29 East Orange Grove Avenue, LLC agrees to pay as a compromise and settlement only half of the Petitioners' incurred attorneys' and consultants' fees and costs up to a maximum of fifteen thousand dollars ($15,000) (e.g., if Petitioner has incurred $28,000 in fees and costs,29 East Orange Grove Avenue,LLC shall pay$14,000)as full and final settlement of all outstanding claims, including any claims for attorneys' and consultants' fees and costs, relating to the Litigation ("29 East Orange Grove Drive Settlement Payment"). The 29 East Orange Grove Avenue Settlement Page 5 24347.006261 1 7639957.5 Payment will be in the form of a check made payable to "Leibold McClendon & Mann Client Trust Account" to be delivered to Petitioner's counsel, John McClendon, within five (5) business days of the date that all of the following have occurred: a. The Parties have executed this Agreement and delivered their respective signatures to all other Parties; b. The City has approved the revised design of 29 East Orange Grove Avenue Project; c. The statute of limitations under Public Resources Code section 21167(d)has expired,without any legal challenge being brought to the approval of the approved revised design of the 29 East Orange Grove Avenue Project;and d. • Petitioner's counsel has submitted appropriate documentation of the provision of legal services concerning the Litigation. E. Petitioner's Obligations. Settlement Implementation. Petitioner shall fully support the City's and Real Parties in Interest's implementation of their obligations set forth in Sections II(C) and(D), respectively,of this Agreement. 2. Duty Not to Object or Disrupt Process for Project Approvals or Implementation. Petitioner,on behalf of itself and its current and future members,agents,successors,assigns,designees,and officers,and April Verlato (collectively,"Petitioner Parties"),shall not directly or indirectly delay,frustrate, or disrupt the full and complete design,approval,or implementation of the Projects subject to the terms and conditions of this Agreement,nor shall it directly or indirectly encourage or fund others to undertake those actions, so long as the Projects are consistent with the terms of this Agreement and substantially similar and consistent with the Projects as approved by the City as discussed in the Recitals above. With regard to the 1600 Highland Oaks Drive Project,except for any comments or recommendations the ARB member may provide the City during the ten(10)day review and comment period referenced in Section 11(C)(1)(b), above,Petitioner,on behalf of itself and Petitioner Parties,shall not otherwise submit or provide verbal or written comments to any decision-making body or public agency that must issue a project approval that are critical of,or are intended to object to or oppose,those features of the project set forth in Section II(C)(1)(a),above. With regard to the 29 East Orange Grove Avenue Project, Petitioner, on behalf of itself and Petitioner Parties, shall not submit or provide verbal or written comments to any decision-making body or public agency that must issue a project approval that are critical of,or are intended to object to or oppose,those features of the project set forth in Section I1(C)(2)(b), above. Page 6 24347.00628117639957.5 • Further,Petitioner, on behalf of itself and Petitioner Parties, shall not directly or indirectly encourage or fund others to undertake the aforementioned actions. 3. Covenant Not to Sue. Petitioner,on behalf of itself and Petitioner Parties, shall not initiate,commence, or participate in any administrative appeal or lawsuit against the City or Real Parties in Interest or any other public or private entity or the members or officers thereof relating to the Projects' design,environmental review, approval, or implementation—whether under CEQA,or any other laws— except to enforce the terms of this Agreement, so long as the Projects are consistent with the terms of this Agreement and substantially similar and consistent with the Projects as approved by the City. Petitioner,on behalf of itself and Petitioner Parties, shall not sue(i.e.,initiate,commence,or participate in any administrative appeal or lawsuit)to invalidate the Projects and the use or modification of the Projects as long as the development or use is consistent with the terms of this Agreement and substantially similar and consistent with the Projects as approved by the City. Petitioner,on behalf of itself and Petitioner Parties,shall not directly or indirectly encourage or fund others to undertake any of the actions described in this paragraph. However,Petitioner specifically retains the right to assert a claim,demand or cause of action challenging any failure by the City or the Real Parties in Interest to comply with this Agreement. 4. Waiver of Fees and Costs. Except as set forth in Section II(D)of this Agreement, Petitioner and its legal counsel specifically waive any right and/or claim to any additional attorneys' fees,costs,and/or consultant fees related to this Litigation and/or the Projects. F. Parties'Joint Obligations. 1. Stay of Litigation. The Parties agree that the Litigation shall be stayed effective upon the date the City Council approves this Agreement and further agree to cooperate in the execution and filing of a stipulation with the Los Angeles Superior Court regarding this stay. 2. Dismissal with Prejudice. The Parties shall file any papers and/or jointly support any efforts necessary to effectuate the dismissal with prejudice of the Litigation and any other legal or administrative actions or appeals related to the Project, within five(5)business days of the date that all of the following have occurred: a. The Parties have approved this Agreement; b. The City has approved the revised design of the Projects; c. The statute of limitations under Public Resources Code section 21167(d)has expired,without any legal challenge being brought to the approval of the revised design of the Projects;and d. Real Parties in Interest have fulfilled their obligations pursuant to Section I1(D)of this Agreement. Page 7 24347.00628\17639957.5 G. Third Party Beneficiary. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the Parties, any rights or benefits under or by reason of this Agreement, with the exception of those rights and benefits conferred pursuant to Section II(D)(1) of this Agreement upon April Verlato, owner of the property located at 1614 Highland Oaks Drive. H. Enforcement of Agreement. No action for breach of this Agreement shall be brought or maintained until: (a) the non-breaching Party provides written notice to the breaching Party which explains with particularity the nature of the claimed breach, and (b) within thirty (30) days after receipt of said notice, the breaching Party fails to cure the claimed breach or, in the case of a claimed breach which cannot be reasonably remedied within a thirty (30) day period;the breaching Party fails to commence to cure the claimed breach within such thirty (30) day period, and thereafter diligently complete the activities reasonably necessary to remedy the claimed breach. I. Limits. This Agreement shall not be construed as creating any right or benefit, substantive or procedural, enforceable at law or in equity, by any Party against the City or any of its governmental agencies, departments, political subdivisions or any other public entities other than those set forth herein. In connection any future development projects proposed within the Arcadia Highlands,this Agreement shall not be construed as setting a precedent or forming a standard or example of design that is or is not compatible and harmonious with the Arcadia Highlands or is or is not exempt from CEQA. J. Notices. Any notice, request, or communication required to be given to either Party under this Agreement shall be given in writing and shall be personally delivered or mailed by prepaid registered or certified mail to the addresses below: Petit ioner John G.McClendon • Leibold McClendon&Mann,P.C. 23422 Mill.Creek Drive,Suite 105 Laguna Hills,CA 9653 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] • Page 8 24347.00628117639957.5 • Real Parties in interest City of Arcadia 29 East Orange Grove Avenue,LLC Dominic Lazzaretto, City Manager Attn: George Voigt City of Arcadia 119 E.Joseph Street 240 W. Huntington Drive Arcadia,CA 91006 Arcadia,CA 91066 and with copy to: Bowden Development, Inc. Michelle Ouellette Attn: Todd Bowden Best Best&Krieger LLP 212 West Foothill Blvd. 3390 University Avenue,5th Floor Monrovia, CA 91016 Riverside, CA 92501 with copy to: Brent G. Cheney, Esq. Parker.,Milliken,Clark, O'Hara&Samuelian 555 South Flower Street, 30th Floor Los Angeles,CA 90071 K. Entire Agreement. The Parties acknowledge that this Agreement is signed and executed without reliance upon any actual or implied promises, warranties or representations made by any of the Parties or by any representative of any of the Parties,other than those which are expressly contained within this Agreement. This Agreement, including the true and correct Recitals above, inclusive of all definitions contained therein,that are incorporated by reference herein as operative covenants and specifically relied upon by the Parties in executing this Agreement, constitutes the entire agreement and understanding among and between the Parties and supersedes any and all other agreements whether oral or written between the Parties. L. Mutual General Releases. 1. Except as set forth in this Agreement,Petitioner releases the City and Real Parties in Interest and their respective owners, affiliates, members, council members, commissioners, officers,employees,agents and attorneys from any and all claims, demands, liabilities, obligations, costs, expenses, fees, actions, and/or causes of action that Petitioner has had or have as of the effective date of this Agreement arising out of, or connected to, the Litigation and the Projects, whether known, unknown or suspected. 2. Except as set forth in this Agreement,the City and Real Parties in Interest release Petitioner and its respective owners, affiliates, members, council members, commissioners,officers,employees,agents and attorneys from any and all claims, demands, liabilities, obligations, costs, expenses, fees, actions, and/or causes of action that the City and Real Parties in Interest have had or have as of the Page 9 24347.00628\17639957.5 effective date of this Agreement arising out of, or connected to, the Litigation and the Projects, whether known, unknown or suspected. M. California Civil Code. Section 1542. Upon the Effective Date, as that term is defined below, each of the Parties has read and has.otherwise been informed of the meaning of Section 1542 of the California Civil Code, and. has consulted with its respective counse:l,to the extent that counsel was desired, and understands the.provisions of Section 1542. Each of the Parties hereby expressly waives the rights and benefits conferred upon it by the provisions of Section 1542 of the California Civil Code, which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OP EXECUTING THE RELEASE, WHICH IF KN.a ► ' BY HIM OR.HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Ci of A ca•i. Save the Arcadia Highlands iL 2` E. t Oran I`Gro e Aven , LLC Bowden Development, Inc. R bert Tong N. Amendments and Modifications. This Agreement may only be amended or modified through writing executed by all the Parties. O. Choice of Law and Choice of Forum. This Agreement shall be deemed to have been executed and delivered within the State of California; the rights and obligations of the Parties hereunder shall be governed, construed and enforced in accordance with the laws of the State. of California. The venue for any dispute arising from or related to this Agreement, its performance, and its interpretation shall be the Superior Court of California, County of Los Angeles. P. Damages, The Parties agree (i) that the performance of the obligations of this Agreement are paramount, (ii) that, in the event of a breach, monetary damages will provide inadequate relief, and (iii) that each may seek equitable relief to enforce such obligations. In the event of litigation to enforce this Agreement, the prevailing party shall be entitled to reimbursement for costs and reasonable attorney's fees. Q. Authorized Signatory. Each Party represents and warrants to each other Party that its signature to this Agreement has the authority to bind the Party, and this Agreement does in fact bind the Party. R. Effective Date. This Agreement is effective as of the effective. date written in the first paragraph. Page 10 24347.00628%17839957.5 • effective date of this Agreement arising out of, or connected to, the Litigation and the Projects, whether known, unknown or suspected. M. California Civil Code Section 1542. Upon the Effective Date, as that term is defined below, each of the Parties has read and has otherwise been informed of the meaning of Section 1542 of the California Civil Code, and has consulted with its respective counsel, to the extent that counsel was desired, and understands the provisions of Section 1542. Each of the Parties hereby expressly waives the rights and benefits conferred upon it by the provisions of Section 1542 of the California Civil Code, which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." 03 i1 City of Arcadia S. e the Arcadia Highlan ` 29 East Orange Grove Avenue,LLC Bowden Development, Inc. Robert Tong N. Amendments and Modifications. This Agreement may only be amended or modified through writing executed by all the Parties. 0. Choice of Law and Choice of Forum. This Agreement shall be deemed to have been executed and delivered within the State of California; the rights and obligations of the Parties hereunder shall be governed, construed and enforced in accordance with the laws of the State of California. The venue for any dispute arising from or related to this Agreement, its performance, and its interpretation shall be the Superior Court of California,County of Los Angeles. P. Damages. The Parties agree (i) that the performance of the obligations of this Agreement are paramount, (ii) that, in the event of a breach, monetary damages will provide inadequate relief, and (iii) that each may seek equitable relief to enforce such obligations. In the event of litigation to enforce this Agreement,the prevailing party shall be entitled to reimbursement for costs and reasonable attorney's fees. Q. Authorized Signatory. Each Party represents and warrants to each other Party that its signature to this Agreement has the authority to bind the Party, and this Agreement does in fact bind the Party. R. Effective Date. This Agreement is effective as of the effective date written in the first paragraph. Page 10 24347.00628\17639957.5 effective date of this Agreement arising out of, or connected to, the Litigation and the Projects,whether known,unknown or suspected. M. California Civil Code Section 1542. Upon the Effective Date, as that term is defined below, each of the Parties has read and has otherwise been informed of the meaning of Section 1542 of the California Civil Code, and has consulted with its respective counsel, to the extent that counsel was desired,and understands the provisions of Section 1542. Each of the Parties hereby expressly waives the rights and benefits conferred upon it by the provisions of Section 1542 of the California Civil Code, which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." City of Arcadia Save the Arcadia Highlands 29 East Orange Grove Avenue,LLC Bo den a Ze16. e Inc. ' 157! f7i0 Books , G l� Robert Tong N. Amendments and Modifications. This Agreement may only be amended or modified through writing executed by all the Parties. O. Choice of Law and Choice of Forum. This Agreement shall be deemed to have been executed and delivered within the State of California; the rights and obligations of the Parties hereunder shall be governed, construed and enforced in accordance with the laws of the State of California. The venue for any dispute arising from or related to this Agreement, its performance, and its interpretation shall be the Superior Court of California,County of Los Angeles. P. Damages. The Parties agree (i) that the performance of the obligations of this Agreement are paramount, (ii) that, in the event of a breach, monetary damages will provide inadequate relief, and (iii) that each may seek equitable relief to enforce such obligations. In the event of litigation to enforce this Agreement,the prevailing party shall be entitled to reimbursement for costs and reasonable attorney's fees. Q. Authorized Signatory. Each Party represents and warrants to each other Party that its signature to this Agreement has the authority to bind the Party, and this Agreement does in fact bind the Party. R. Effective Date. This Agreement is effective as of the effective date written in the first paragraph. Page 10 24347.00625117639957.5 S. Counterparts. This Agreement may be executed in counterparts and when so executed by the Parties, shall become binding upon them and each such counterpart will be an original document. [Signatures on Following Page] Page 11 24347.00628\17639957.5 Dated: October ,2015 CITY OF ARCADIA MAYOR Dated: October 3 , 2015 SAVE THE ARCADIA HIGHLANDS ,l/1 By: (AVID ARVIZU Its: President Dated: October , 2015 29 EAST ORANGE GROVE AVENUE, LLC By MUR-SOL REAL ESTATE, LLC, its Managing Member By: JASEN GROHS, Managing Member of Mur-Sol Real Estate,LLC Dated: October , 2015 BOWDEN DEVELOPMENT, INC. By: F.TODD BOWDEN Its: Chief Financial Officer Dated: October , 2015 ROBERT TONG Page 12 24347.00628\17639957.5 Dated: October ,2015 CITY OF ARCADIA MAYOR. Dated: October , 2015 SAVE THE ARCADIA HIGHLANDS By: DAVID ARVIZU Its: President Dated: October 154-,2015 29 EAST ORANGE GROVE AVENUE, LLC By 1112.-S• REAL ESTATE, LLC, its anagin, ember By: J ,SE. GROHS, Managing Member of Mar of Real Estate,LLC Dated: October , 2015 t •WDEN DEVELOPMENT, INC. By: F. TODD BOWDEN Its: Chief Financial Officer 1 Dated: October 1 ,2015 / r ROBERT TONG Page 12 2.4347.00628k1 7639957,S • Dated: October ,2015 CITY OF ARCADIA MAYOR Dated: October ,2015 SAVE THE ARCADIA HIGHLANDS By: DAVID ARVIZU Its: President Dated: October ,2015 29 EAST ORANGE GROVE AVENUE, LLC By MUR-SOL REAL ESTATE, LLC, its Managing Member By: JASEN GROHS, Managing Member of Mur-Sol Real Estate,LLC Dated: October)- ,2015 BOWDEN DEVELOD ENT INC. %7Z:7;("77,<7;: :v7V: . By: F. TODD BO DEN Its: Chief Financial Officer Dated: October ,2015 ROBERT TONG Page 12 • 24347.00628117639957.5 • APPROVED AS TO FORM: I Dated: October 1 , 2015. .. .d Id A4 HN G. McCLENDON Counsel for Save the Arcadia Highlands Dated: October , 2015 STEPHEN P. DEITSCH City Attorney City of Arcadia Dated: October 5 2015 j BRENT G. CHENEY Counsel for Bowden Development, Inc. and 29 East Orange Grove Avenue, LLC Page 13 24347.0062811 7639957.5