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Agreement shall be automatically renewed in one (1) year Renewal Terms unless <br />either party gives notice of termination at least two (2) months prior to the <br />expiration of the Initial Term or any Renewal Term. <br />§ 1.02 Status of DTI <br />(a) By its execution of this Agreement, DTI warrants that it is duly incorporated under the <br />laws of the State of California and that hue and correct copies of its Articles of Incorporation and <br />Bylaws and a true and correct listing of DTI's officers and their terms of office, certified as such by <br />DTI's Secretary, have been filed with the Clerk of the Council. <br />(b) By its execution of this Agreement, City accepts and agrees to the organization of the DTI <br />as set forth in the above said Articles of Incorporation and Bylaws. <br />§ 1.03 Compensation of DTI Board Members and Meetings <br />(a) Meetings shall be held on a quarterly basis with more meetings called at the discretion of <br />the DTI Board. When conducting meetings related to the Downtown Santa Ana Business <br />Improvement Area members of the Board shall serve without compensation other than <br />reimbursement for expenses incurred by them in the course of the performance of services for DTI <br />when authorized by the DTI Board. <br />(b) DTI shall conduct its meetings in accordance with the Ralph M. Brown Act; the number <br />of board mernbers for purposes of the Brown Act shall consist of -a board members, with <br />board members serving as a quorum. <br />§ 1.04 Changes in Officers, Articles and B,, laws <br />DTI shall notify the Clerk of the Council of any change in the membership of the Board and <br />any change in the officers of DTI. Any amendment of DTI's Articles or Bylaws shall be filed with <br />the Clerk of the Council. <br />§1.05 City Representation at Meetings of DTI <br />The City Manager shall be entitled to attend all meetings of DTI related to the BID and to <br />participate in the discussions of the Board to the same extent as the members of the Board, and DTI <br />shall assure that the City Manager is provided with reasonable advance notice of all meetings of <br />DTI. Nothing 'herein shall be construed to provide the City Manager with any authority to make, <br />second, or vote on motions, or to cause him to be counted for purposes of detennining whether a <br />quorum exists at meetings of DTI. <br />3 <br />