Beaumont City Council
November 19, 2024

By -Laws of Voices for Children, Inc.
e) Special Meetings. Special meetings of the Board of Directors for any purpose may be called at any time by the Chair, Vice -Chair, Secretary, or any two Board Members.

Notice of the special meeting must be in accordance with the notice required for regular meetings.
f) The transactions of any meeting of the Board of Directors, however called and noticed and whenever held, shall be as valid as though a meeting had been held after regular call and notice, if a quorum is present and if either before or after the meeting each of the Board Members not present signs a written waiver of notice or a consent to hold such meeting an approval of the minutes. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 8. Quorum
A majority of the number of Board Members authorized in Article VI, Section 1 of this Article and holding office, but not less than three (3) Board Members, shall constitute a quorum for the transaction of business, except to adjourn. Every action taken or decision made by a majority of the Board Members present at a duly held meeting at which a quorum is present shall be the act of the Board of Directors, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to:
a) Approval of contracts or transactions in which a Board Member has a direct or indirect material financial interest;
b) Approval of certain transactions between Corporations having common board memberships;
c) Creation or appointments to committees of the Board of Directors; and d) Indemnification of Board Members.

A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of Board Members, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

Section 9. Adjournment
A majority of the Board Members present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Notice of the time and place of holding an adjourned meeting will be given.

Section 10. Standard of Conduct
Pursuant to Section 5231 of the California Non -Profit Corporation Law, a Board Member shall perform the duties of a Board Member, including duties as a member of any committee of the Board upon which the Board Member may serve in good faith, in a manner which the Board Member believes to be in the best interests of the Corporation and with such care, including reasonable inquiry as an ordinarily prudent person in a like position would use under similar circumstances. In performing the duties of a Board Member, a Board Member shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:

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a. One or more Officers of the Corporation whom the Board Member believes to be reliable and competent in the matters presented;
b. Counsel, independent accountants, or other persons as to matters which the Board Member believes to be within such person's professional or expert competence; or c. A committee of the Board upon which the Board Member does not serve, as to matters within its designated authority, which committee the Board Member believes to merit confidence and provided that, in any such case, the Board Member acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

Section 11. Compensation and Reimbursement
Board and committee members may not receive compensation for their services as Board Members or committee members, but may be reimbursed for such expenses as the Board may determine by resolution to be just and reasonable as to the Corporation.

Section 12. Waiver of Notice
Notice of a meeting need not be given to any Board Member who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any Board Member who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.

Section 13. Action without a Meeting
Any action that the Board is required or permitted to take may be taken without a meeting if all members of the Board consent in writing to the action; provided, however, that the consent of any Board Member who has a material financial interest in a transaction to which the Corporation is a party and who is an "interested director," as defined in §5233 of the California Corporation Code, shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the Board.

All such consents shall be filed with the minutes of the proceedings of the Board.

Section 14. Board Members' Responsibilities
1) Each Board Member is responsible for performing his or her duties, in good faith, in a manner such Board Member believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
2) Each Board Member is expected to be familiar with generally accepted guidelines for such a position, which include:
a) Regularly attending Board and committee meetings;
b) Reading and understanding the minutes of Board meetings and the materials sent to the Board before each meeting;

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c) Understanding the Corporation's mission, objectives and programs and serving as an Ambassador of the Corporation in the Community;
d) Understanding the Corporation's budget, budgeting process and financial situation; e) Recognition of the ethical and legal responsibility to preserve the confidentiality of corporate affairs;
f) Providing timely advice and leadership at Board and committee meetings on which they serve;
g) Making a financial commitment to the Corporation through personal donations at an appropriate level as determined by the Board, and soliciting financial support for the Corporation from others; and
h) Attending and supporting the Corporation's functions and fundraising events.

ARTICLE VII: OFFICERS
Section 1. Officers
The Officers of this Corporation shall be a Chair, President & CEO, Vice -Chair, Immediate Past Chair, Secretary, and Treasurer, and such other Officers as the Board of Directors may appoint.

When the duties do not conflict, one person other than the Chair may hold more than one of these offices.

Section 2. Election and Term of Office
The Officers of the Corporation shall be elected annually by the Board of Directors. Vacancies or new offices created may be filled for the unexpired portion of the term and they may be filled at any meeting of the Board of Directors.

Each Officer shall hold office for a term not shorter than one year unless the Officer shall resign, be removed, or become ineligible to continue to serve in such capacity.

Any Officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in the notice.

Section 3. Chair of the Board
Subject to the control of the Board of Directors, the Chair of the Board ("Chair") shall have general supervision, direction, and control of the business and affairs of the Corporation. The Chair shall preside at all meetings of the Board of Directors, and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.

The Chair must be a member of the Board of Directors and shall serve a term of office not shorter than one year and may be elected to an additional second and/or third term, after which he/she shall remain a Board Member for an additional one-year term of office as Immediate Past Chair. At the end of the Chair's prescribed term, the Vice -Chair may succeed to the office of Chair. If the office of Chair should become vacant because of resignation, removal disqualification, or any other cause, the Vice -Chair then in office shall succeed to the office of Chair.

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Section 4. President & CEO
The President & CEO of the Corporation shall be appointed by the Board of Directors who shall review and approve the salary designated by the Executive Committee of the Board for this position. He or she shall be directly responsible to the Board of Directors, and shall have the executive and administrative responsibility for overseeing and for carrying out the programs and all activities of the Corporation as directed by, and in accordance with policies formulated and adopted by the Board. The President & CEO has the right to attend and participate at all meetings of the Board of Directors, except when the Board enters executive session, but shall have no voting powers.

Section 5. Vice -Chair
In the absence or disability of the Chair, the Vice -Chair shall perform all the duties of the Chair, and in so acting shall have all the powers and perform such other duties as may be prescribed from time to time by the Board of Directors. The Vice -Chair shall serve a term of office not shorter than one year, and maybe elected to additional terms after which he/she may succeed to the office of Chair and thereafter to a term as Immediate Past Chair. The Vice -Chair must be a member of the Board of Directors.

Section 6. Secretary
The Secretary shall keep a full and complete record of the proceedings of the Board of Directors and the Executive Committee, shall assure that the minutes of all meetings of other committees are prepared and filed with the records of the Corporation, and shall discharge such other duties as pertain to the office or as prescribed by the Board of Directors or as prescribed by law, by the Articles of Incorporation, or by these By -Laws. The Secretary must be a member of the Board of Directors.

Section 7. Treasurer
The Treasurer shall oversee the custody of, and be responsible for all funds and securities of the Corporation including deposits in the name of the Corporation in banks, trust companies, or other depositories. The Treasurer shall oversee the disbursement of the funds of the Corporation as may be directed by the Board of Directors; and oversee the maintenance of adequate and correct accounts of the Corporation's business transactions, including an account of assets, liabilities, receipts, disbursements, gains, and losses. The Treasurer shall make regular reports to the Board of Directors and serve as the Chair of the Finance Committee.

Upon request, the Treasurer shall provide the books of account and financial records to any Board Member of the Corporation and to prepare, or cause to be prepared and certify, or cause to be certified, the financial statements to be included in any reports. Additionally, the Treasurer shall, 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, or by these By -Laws, or which may be assigned to him or her from time to time by the Board of Directors.

The Treasurer shall work with the President & CEO and the Chief Financial Officer in the development of fiscal policies and practices to assure a true and accurate account of all receipts and expenditures and proper internal controls. All fiscal policies shall be approved by the Board of Directors.

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The Treasurer is responsible for the filing all required government documents.

Section 8. Immediate Past Chair
The Immediate Past Chair shall have such other duties as may be prescribed by the Board of Directors or the By -Laws. In the event both the Chair and Vice -Chair are absent, the Immediate Past Chair shall act and perform all of the duties of the Chair and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair as provided in Section 3 of this Article VII.

Section 9. Surety Bonds
The President & CEO and all other employees who handle money shall each serve under a corporate liability bond in the amount or amounts from time to time determined by the Board and the Corporation shall pay for such Surety Bonds.

ARTICLE VIII: COMMITTEES
Section 1. Committees
The Board of Directors may, by resolution adopted by a majority of the Board Members then in office, designate one or more committees, each consisting of two or more Board Members, to serve at the pleasure of the Board. Committees may also include non -Board Members. The Chair of the Board, in consultation with the President & CEO, will recommend appointments to the committees for approval by the Board of Directors. The standing committees of this Corporation are Executive, Governance, Finance, Philanthropy, Marketing, and Audit.

The Executive Committee shall have all the authority of the Board. Any other committee shall have the authority of the Board, to the extent provided in the resolution of the Board. However, neither the Executive Committee nor any other committee, regardless of Board resolution, may:
a) take any final action on matters which, under the Non -Profit Corporation Law of California, also requires members' approval or approval of a majority of all the members; b) fill vacancies on the Board of Directors or in any committee which has the authority of the Board;
c) fix compensation of the Board Members for serving on the Board of any committee; d) amend or repeal By -Laws or adopt new By -Laws;
e) amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;
f) appoint any other committees of the Board of Directors or the members of these committees; or
approve any transaction (1) to which the Corporation is a party and one or more Board Members have a material financial interest; or (2) between the Corporation and one or more of its Board Members or between the Corporation or any person in which one or more of its Board Members have a material financial interest. g)

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Section 2. Executive Committee
There shall be an Executive Committee of the -Board consisting of the Officers, and, at the discretion of the Executive Committee, one or more standing committee chairpersons or one or more Board Members -at -large. The President & CEO shall attend the Executive Committee meetings except closed sessions but shall not vote. The Executive Committee shall have and may exercise all the powers of the Board between meetings of the Board, except those prohibited in Section 1 above.

The purpose of the Executive Committee is to partner with the Board Chair in ensuring that the Board carries out its fiduciary duties in the areas of governance, financial stewardship, and fund development, as well as provides leadership in the areas of philanthropy, donor cultivation, and fundraising. The Executive Committee reports to the Board Chair.

The scope of work of the Executive Committee may consist of the following:
a. Reviews all proposed actions from committees prior to scheduling a Board vote on such items, including but not limited to, the annual operating budget, proposed By -Law changes, or public policy advocacy recommendations.
b. Works with the Board Chair on matters involving the strategic direction of the Corporation.
c. Reviews the compensation of the President & CEO, and provides input to the President & CEO on compensation for senior staff members (Chief Financial Officer, Chief Program Officer, Chief Philanthropy Officer, and Executive Director of Riverside County Program).
d. Annually evaluates the President & CEO. The Board Chair is responsible for collating and presenting the review to the President & CEO.
e. Helps set the agenda for Board meetings.
f. Makes decisions on behalf of the Board if a situation arises where it is not practical or possible to assemble the entire Board together for discussion and voting as allowed by the By -Laws.

Attends as many of the Corporation's events as possible, providing leadership and encouraging the participation of other Board members.
h. Partners with the Governance Committee regarding the expectation of Board roles and performance and nomination of potential Board Members or Community Ambassadors Council Members as described in Article VII, Section 12 ("CAC") members. The executive committee can identity and assist in grooming future leaders of the Board. g.

Section 3. Governance Committee
The Governance Committee shall consist of a Chair who is appointed by the Chair of the Board.

Additional members, no fewer than two, will be selected by the Executive Committee with the approval of the Board of Directors.

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The purpose of the Governance Committee is to oversee all matters related to the By -Laws and governing organizational policies and to develop and retain strategic and dedicated Board Members who actively support the Corporation's mission, oversee the fiscal integrity of the Corporation, and provide strong philanthropic leadership. The Governance Committee reports to the Board Chair and to the Board of Directors. Members can include both Board and non -Board Members as appointed by the Executive Committee and approved by the Board of Directors. All Committee work is done in partnership with the Corporation's staff (the President & CEO makes all staff assignments). The Governance Committee does not usurp the authority of the Board and neither directs nor oversees the Corporation's staff.

The scope of work of the Governance Committee consists of the following:
a. To oversee governance matters, such as recommending By -Law revisions, articulating Board requirements and expectations, helping to assure compliance with Board responsibilities, and assisting with Board Members' orientation and continuing education; b. To assess and consider priorities for Board composition; c. To cultivate, nominate, and select new Board Members for a slate to be approved by the Board;
d. To recommend a slate of Officers to the Board;
e. To cultivate, recruit, and nominate new Community Ambassadors Council Members for the Board's consideration and approval;
f To provide educational training to the Board of Directors, as needed; g. To recruit new, non -Board individuals to participate on Board committees; h. To assist current Board Members in fulfilling their responsibilities to the Corporation; and
i. To conduct a Board self -evaluation process and to report such results to the entire Board of Directors.

Section 4. Finance Committee
The Finance Committee is to be chaired by the Treasurer of the Corporation. The Finance Committee is responsible for overseeing the finances of the Corporation. This committee proposes and implements Board policy with respect to financial matters and is responsible for the oversight of all operational and endowment funds. Members can include both Board and non - Board Members as appointed by the Chair of the Board of Directors in consultation with the President & CEO. All Committee work is done in partnership with Corporation's staff (the President & CEO makes all staff assignments). The Finance Committee does not usurp the authority of the Board and neither directs nor oversees the Corporation's staff. This Committee reports to the Board Chair and the Board of Directors.

The scope of work of the Finance Committee consists of the following:
a. To review budgets prepared by staff to ensure consistency between the budget and the Corporation's plans.
b. To report to the Board any financial irregularities, concerns, or opportunities;

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c. To recommend financial guidelines to the Board;
d. To recommend the appropriate amount of liability insurance for the Corporation to maintain based upon protecting the assets of the Corporation or any parties that are injured, and protecting the Board from liability;
e. To advise the President & CEO on financial matters; and f. To recommend the appropriate level of reserves for the Corporation.

An investment sub -committee of the Finance Committee reviews the work of the Corporation's institutional money manager and reports to the Finance Committee and the Board of Directors.

Section 5. Philanthropy Committee
The purpose of the Philanthropy Committee is to help the Board carry out its role of maintaining the agency's fiscal health through philanthropy, donor stewardship, and fund development. The Committee partners with staff to reinforce the philanthropic process within the Board of Directors, in order to ensure a donor -centered Corporation. The Committee works to expand the universe of the Corporation's donors, both institutional and individual, including geographical outreach to all areas of San Diego County and beyond. The Committee reports to the Board Chair and Board of Directors.

The scope of work of the Philanthropy Committee consists of the following:
a. To work with staff to achieve income goals for the annual Board -approved budget; b. To serve as the Corporation's philanthropic ambassadors in the community, to provide information to the Corporation concerning potential donors or supporters who should be cultivated, and to encourage capacity giving at all levels; c. To provide personal follow-up to individuals to encourage their participation; d. To help assure that all donors are respected, honored, and appropriately stewarded by providing guidance on donor recognition;
e. To assure that the Board and individual Board Members are educated about the basic principles and best practices in fund development; and
f. To provide recommendations to the staff on fundraising events and to assist the staff where necessary with promoting various fundraising events.

The Committee is staffed by the Chief Philanthropy Officer, with support from others on the Philanthropy team and with active involvement of the President & CEO.

Members can include both Board and non -Board Members as appointed by the Board Chair in consultation with the President & CEO. All Committee work is done in partnership with the Corporation's staff (the President & CEO makes all staff assignments). The Philanthropy Committee does not usurp the authority of the Board and neither directs nor oversees the Corporation's staff.

Section 6. Audit Committee
The purpose of the Audit Committee is to oversee proper external review of the Corporations' audited financial statements, as well as the Corporation's risk management to include monitoring

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the internal control environment. Each member shall be free of any relationship that, in the opinion of the Board, would interfere with his or her individual exercise of independent judgment. The Audit Committee reports directly to the Board of Directors.

The Audit Committee may include persons who are not members of the Board, but a majority of whom may be Board Members. The Committee cannot include the Treasurer, the President& CEO, the Chief Financial Officer, or any other staff members of the Corporation. Members of the Finance Committee may serve on the Audit Committee, but cannot comprise 50 % or more of the Audit Committee. The chairperson of the Audit Committee may not be a member of the Finance Committee. The Audit Committee must include members with basic expertise in financial management; on occasion, the Committee may wish to consult with an independent financial expert on special topics. The number of Audit Committee members will be determined on an annual basis by the Executive Committee of the Board.

The responsibilities of the Audit Committee are the following:
a. To develop and periodically review audit -related policies; and to establish and follow a regular process of determining whether it is receiving quality audit services for a fair price based on established policies and regulations;
b. To evaluate and recommend the audit firm to the Board for approval, and to meet with the audit firm to review the audited financial statements; c. To address any issues identified in the required communications and management letter; d. To solicit from the audit firm any observations on the internal staff skills, qualifications, and performance related to those audited functions;
e. To review the performance of the auditors, ensuring continued independence; f. To review the audit plans for the coming year and discuss with the external audit firm and internal accounting or audit staff;
g. To review the internal control process and risk management and mitigation process with management, internal accounting or audit, and the external auditor; h. To report and recommend the results of audit findings to the Board for approval; i. To act as external point of contact for any whistle -blowing issues, and, if necessary, initiate special investigations of policies, procedures, and practices; To review the Corporation's IRS Form 990 annually, prior to submission; J•
k. To review the presentation of the financial information in the Corporation's Annual Impact Report before printed; and

1. To conduct private executive sessions at least annually with the external auditors, the person conducting the internal accounting or audit function, and management. m. Terms. The members of this Committee are selected by the Board Chair, in consultation with the President & CEO, and are approved by the Board. All Committee members, including the person serving as Chair, will serve one-year terms and may serve additional terms.
n. Meetings. The Audit Committee meets as needed to fulfill its responsibilities, but will meet annually to review the audit plan and to review the audited financial statements and

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the IRS Form 990 and related documents, and approve the audit engagement and special investigations related to fraud, financial irregularities, and internal control failures.

Section 7. Committee Meetings
Meetings of any committee may be called by or at the direction of the Chair of the Board, the Chair of the Committee, or a majority of the members of the Committee, to be held at such time and place as shall be designated in the notice of the meetings.

Notice of the time and place of any meeting of any Committee shall be given at least four (4) days prior thereto in the same manner as Special Meetings under Article VI, Section 7.

A majority of the members of any Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The act of a majority of any Committee present at a meeting at which a quorum is present shall be the act of the Committee.

No action of any Committee shall be valid unless taken at a meeting at which a quorum is present, except that any action that may be taken at a meeting of the Committee may be taken without a meeting, if consent in writing shall be signed by each member of the Committee entitled to vote.

No Committee action may usurp the power of the Board of Directors.

Section 8. Auxiliary Groups
The Board of Directors may form any auxiliary groups as appropriate including a Community Ambassadors Council ("CAC") to promote and further the mission of the Corporation, and advise the Board on various issues as determined by the Board. The Governance Committee prepares a slate for approval by the Board of Directors. The term of the CAC is two years and may be renewed.

Under no circumstances shall the Community Ambassadors Council supersede the authority of the Board of Directors. The CAC may meet semi-annually or on such other schedule as determined by the President & CEO. The Chair of the Board may appoint a Board Member or non -Board Member to serve as the CAC Chair. Members shall adhere to the Community Ambassadors' Council Guidelines as regards to terms, roles, and responsibilities.

ARTICLE IX: RECORDS AND REPORTS
Section 1. Maintenance and Inspection of Articles and By -Laws and Corporate Records The Corporation shall keep at its principal California office the original or a copy of the Articles of Incorporation and By -Laws, as amended to the current date. If the Corporation has no business office in California, the secretary shall, on the written request of any Board Member, furnish to that Board Member a copy of the Articles of Incorporation and By -Laws, as amended to date. Every Board Member shall have the absolute right at any reasonable time to inspect the Corporation's books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the Board Member's agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

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The Corporation shall keep adequate and correct records of account and minutes of the proceedings of its Board and Committees of the Board. The minutes shall be kept in written form. Other books and records shall be kept in either written form or in any other form capable of being converted into written form.

Section 2. Annual Audited Financial Report
Not later than one -hundred -twenty (120) days after the close of the Corporation's fiscal year, an annual audited financial report will be sent to the Board of Directors. Such report shall contain the following information:
a. The assets and liabilities of the Corporation as of the end of the fiscal year. b. The principal changes in assets and liabilities during the fiscal year. c. The revenue or receipts of the Corporation for the fiscal year, both unrestricted and restricted to particular purposes.
d. The expenses or disbursements of the Corporation during the fiscal year, for both general and restricted purposes.
e. The report required by this Section shall be accompanied by any report thereon of independent accountants, or, if there is no such report, by the certificate of an authorized Officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.

Section 3. Annual Statement of Certain Transactions and Indemnifications As part of the report to all Board Members, the Corporation shall annually prepare and mail or deliver to each Board Member within sixty (60) days after the end of the Corporation's fiscal year a statement of any transaction or indemnification of the following kind:
a. Any transaction
1) In which the Corporation, its parent, or its subsidiary was a party; 2) In which an "interested person" had a direct or indirect material financial interest; and
3) Which involved more than $25,000, and was one of a number of transactions with the same interested person involving, in the aggregate, more than $25,000. For this purpose, an "interested person" is any Board Member or Officer of the Corporation, its parent or subsidiary (but mere common Board membership shall not be considered such an interest).
b. Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any Officer or Board Member of the Corporation under Article XII of these By - Laws.
c. This document shall only be prepared when such transactions have occurred.

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ARTICLE X: MISCELLANEOUS
Section 1. Definition of Terms
References to Members of the Board of Directors, Officers, or agents, respectively, shall include past, present, and future Board Members, Officers, or agents whether or not so serving at the time of incurring the expenses or liabilities referred to herein, and their personal representatives. a. Board Member or Officer shall include any Board Member or Officer of the Corporation. b. Agent shall include any person authorized by the Corporation to enter into agreements for and on behalf of the Corporation in the Corporation's name. c. Action shall (except where otherwise specifically indicated in Section 2 hereof) include any civil, criminal, or administrative action, suit, proceeding or claim, threatened or pending, in which a Board Member, Officer or agent may be involved as a party or otherwise, by reason of failing to serve as such Board Member, Officer, or agent; or by reason of anything done or omitted by them as such Board Member, Officer, or agent, or alleged to have been so done or omitted.
d. Determination by Independent Legal Counsel means a determination in the form of a written opinion addressed to the Board of Directors by legal counsel appointed as provided in Section 3 of this Article that indemnification of a Board Member, Officer, or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Section 2 of this Article.

Section 2. Indemnification
The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any action or proceeding by reason of the fact that such person is or was an Officer, Board Member, or agent of this Corporation, or is or was serving at the request of this Corporation as a Board Member, Officer, employee, or agent of another foreign or domestic Corporation, partnership, joint venture, or other enterprise, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding, to the fullest extent permitted under the California Nonprofit Corporation Law.

In determining whether indemnification is available to the Board Member, Officer, or agent of this Corporation under California law, the determination as to whether the applicable standard of conduct set forth in Corporations Code 5238 has been met shall be made by a majority vote of a quorum of Board Members who are not parties to the proceeding. If the number of Board Members who are not parties to the proceeding is less than two-thirds (67%) of the total number of Board Members seated at the time the determination is made, the determination as to whether the applicable standard of conduct has been met shall be made by the court in which the proceeding is or was pending.

The indemnification provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled, and shall continue as to a person who has ceased to be an agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

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Section 3. Appointment of Independent Legal Counsel
In the event a situation arises which may give rise to the need for appointment of independent legal counsel under Section 2 of this Article, the Board of Directors, by a majority vote of those Board Members not parties to the action, whether or not a quorum, shall appoint independent legal counsel to make the written determinations provided for in Section 2 of this Article. If all members of the Board of Directors are a party to the action, appointment of independent legal counsel shall be made by the counsel for the Corporation.

Section 4. Discretionary Insurance
The Corporation shall, upon affirmative vote of a majority of its Board of Directors, purchase commercial insurance for the benefit of a Board Member, Officer or agent against all or any part of the expense liabilities or settlement payments arising from actions against such Board Member, Officer, or agent, whether or not the Corporation would have the power to indemnify such Board Member, Officer or agent against such expenses or liability under Section 2 of this Article. Such insurance may, but need not be, for the benefit of all Board Members, Officers, and/or agents.

Section 5. Liability for Determinations
The Corporation and its Board Members, Officers, and agents shall not be liable to anyone for making or refusing to make any payment under Section 2 of this Article, in reliance on the written opinion of independent counsel as provided in those actions.

Section 6. Other Rights
The foregoing indemnification provisions shall be in addition and may be claimed without prejudice to any other rights which any Board Member, Officer, or agent may have.

Section 7. Advance Payment of Expenses
Expenses incurred by a Board Member, Officer, or agent in defending an action may be paid by the Corporation in advance of the final disposition of such action if a. The Board or independent legal counsel appointed pursuant to Section 3 of this Article shall determine that such person has met the applicable standard of conduct set forth in Section 2 hereof; and
b. Such person gives a written undertaking to repay the amount advanced unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation.

ARTICLE XI: AMENDMENTS
These By -Laws may be amended or repealed by the vote of at least two-thirds (67%) of the Board of Directors present at any meeting at which a quorum is present, provided written notice of intention to amend the By -Laws has been given to the Board Members at least fourteen (14) days before the meeting.

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ARTICLE XII: CONFLICT OF INTEREST
A conflict of interest may exist when the interests or concerns of any Board Member, Officer, or staff, or said person's immediate family, or any party, group, or organization to which said person has allegiance, may be seen as competing with the interests or concerns of the Corporation. All Board Members, Officers, volunteers, and staff sign a document stating that they have read and understood the Conflict of Interest Policy. These documents are maintained by the President & CEO.

Any possible conflict of interest shall be disclosed to the Board of Directors by the person concerned.

When any such conflict of interest is relevant to a matter requiring action by the Board of Directors, the interested person shall call it to the attention of the Board or the Committee and such person shall not vote on the matter.

Moreover, the person having a conflict shall retire from the room in which the Board or its Committee is meeting and shall not participate in the final deliberation or decision regarding the matter under consideration. However, that person shall provide the Board or committee with any and all relevant information.

The minutes of the meeting of the Board or committee shall reflect that the conflict of interest was disclosed and that the interested person was not present during the final discussion or vote and did not vote. When there is a doubt as to whether a conflict of interest exists, the matter shall be resolved by a vote of the Board of Directors or its committee, excluding the person concerning whose situation the doubt has arisen.

A conflict of interest disclosure statement shall be furnished annually to each Board Member, Officer, and staff member who is serving the Corporation at the time of the conflict or who may thereafter become associated with it; the policy shall be reviewed annually for the information and guidance of Board Members, Officers and staff members; and any new Board Members, Officers or staff members shall be advised of the policy and furnished a disclosure statement upon undertaking the duties of such office.

CERTIFICATE OF SECRETARY
I, the undersigned, certify that I am the presently elected and acting Secretary of Voices for Children, Inc., a California nonprofit Corporation, and the above By -Laws of Voices for Children, Inc., consisting of 20 pages, are the By -Laws of this Corporation, as revised, amended, and adopted at a meeting of the Board of Directors held on November 18, 2021.

George Lai, Ph.D.

Secretary
Voices for Children, Inc.

Date: Ali' SO) c720

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Voices for
ONChildren.

A child heard. A life changed.

Leveraged Funding
VFC's project will be funded through a combination of government funding (approximately 61%), foundation grants (22%), corporate funding (4%), and individual giving (13%). VFC operates on an accrual accounting system. At the start of each fiscal year (beginning on July 1), we begin raising the budget for that fiscal year. Any funding that we receive on or after July 1, 2025 will go toward the project budget. VFC receives approximately $100,000 annually in Victims of Crime Act grant funding through the California Office of Emergency Services. We anticipate that this grant will continue to be renewed. We will also seek local grants from Riverside County Board of Supervisors and local Community Development Block grant programs. In 2024 VFC received a second -year grant from California CASA. VFC expects to receive funding for one additional year from California CASA depending on annual state approval.

RIVERSIDE COUNTY
P.O. Box 7219, Riverside, CA 92513 T (951) 472-9301 F (858) 569-7151

Voices for Children
Statement of Financial Position
Including San Diego & Riverside
06/30/2024
ASSETS
Current Assets
Checking / Savings
01-1001-00 CA B&T - Children's Enrichment - Riverside $8,419.20 01-1002-00 Chase - Children's Enrichment Riverside $4,958.87 01-1050-00 Petty Cash - San Diego $600.00
01-1080-00 CA B&T - Riverside $812,914.35
01-1081-00 Chase - Riverside Checking $755,000.00
01-1100-00 CA B&T - San Diego $213,720.99
01-1105-00 Undeposited Funds $1,128.09
01-1150-00 CA B&T - IntraFi Sweep Account $1,087,185.65 01-1200-00 CA B&T - San Diego Money Market $188.43
01-1205-00 CA B&T - Riverside Money Market $91.04
01-1275-00 CA B&T - Operational Reserve $175.36
01-1300-00 CA B&T - Children's Assistance Fund $61,279.12 01-1800-00 Schwab - Stock Clearing Account $31,573.30
Total Checking / Savings $2,977,234.40
Other Current Assets
01-1540-00 Pledge Receivable - Grants $30,000.00
01-1545-00 Pledge Receivable - Government Funds $345,116 71 01-1546-00 Pledge Receivable - Uplifting Voices $57,700.00 01-1547-00 Pledge Receivable - Other $61,667.25
01-1549-00 Pledge Receivable - Golf Tournament $5,000.00 01-1561-00 Pledge Receivable - Starry, Starry Night $332,300.00 01-1590-00 Prepaid Expense $44,924.42
01-1850-00 Schwab - San Diego Board Designated Endowmen. $150,290.97 02-1855-00 Schwab - San Diego Permanent Endowment $239,010.67 01-1860-00 Schwab - San Diego Dunn Funds $853,749.13
01-1865-00 Schwab - San Diego Reserve Funds $4,135,988.08 01-1870-00 Schwab - San Diego General funds $1,462,995.60 01-1875-00 Schwab - Riverside Dunn Funds $213,464.15
01-1880-00 Schwab - Riverside Reserve Funds $505,070.77 01-1885-00 Schwab - Riverside General Funds $1,539,968.44 Total Other Current Assets $9,977,245.59
Total Current Assets $12,954,479.99
Fixed Assets
01-1600-00 Furniture & Equipment $291,361.33
01-1610-00 Computers $405,718.70
01-1620-00 Phone Systems $46,390.44
01-1650-00 Accumulated Depreciation - Fixed Assets ($357,965.51) Total Fixed Assets $385,504.96
Other Assets
08/21/2024 12:44:48 PM

Voices for Children
Statement of Financial Position
Including San Diego & Riverside
06/30/2024
01-1660-00 Prepaid Expenses - SSN $138,292.30
01-1900-00 Rent Deposit $37,404.20
01-1663-00 Prepaid Expenses - Golf $7,825.98
01-1950-00 Long Term Donor Pledge $1,269,486.00
01-1920-00 Right of Use Asset (Lease) $1,684,039.00
Total Other Assets $3,137,047.48
TOTAL ASSETS $16,477,032.43
08/21/2024 12:44:48 PM

Voices for Children
Statement of Financial Position
Including San Diego & Riverside
06/30/2024

LIABILITIES & EQUITY
Liabilities
Current Liabilities
01-2000-00 Accounts Payable $42,065.76
01-2005-00 Wages Payable $119,764.09
01-2010-00 Credit Card Liability ($1,187.69)
01-2102-00 Accrued Garnishments & Empl 4036 Loans $1,916.09 01-2107-00 FSA $1,931.44
01-2110-00 403b Annuity Payable $19,471.72
01-2400-00 Accrued Vacation Payable $396,800.92
01-2850-00 Deferred Starry Night Income $480,949.58
01-2855-00 Deferred Revenue - Other $1,177,172.75
Total Current Liabilities $2,238,884.66
Long Term Liabilities
01-2920-00
Total
Lease Liability
$1,672,786.00
$1,672,786.00
Total Liabilities $3,911,670.66
Equity
01-3000-00 Without donor restrictions
02-3110-00 With donor restrictions
Total Equity
$12,326,351.10
$239,010.67
$12,565,361.77
TOTAL LIABILITIES & EQUITY $16,477,032.43
08/21/2024 12:44:48 PM

Voices for Children
Year to Date Statement of Activities
San Diego Only
YTD Actual 06/30/2024 YTD Budget 06/30/2024 Variance
Ordinary Income / Expense
Income
01-4020-00 Foundations $1,004,759 $960,000 $44,759
01-4030-00 Corporate Gifts $280,098 $200,000 $80,098
01-4040-00 Government Funds $1,882,671 $1,800,000 $82,671 01-4060-00 Individuals $1,264,338 $1,700,000 ($435,662) 01-4070-00 Children's Assistan $8,424 $30,000 ($21,577) 01-4100-00 Service Organizatic $67,722 $40,000 $27,722
01-4200-00 Golf Tournament $172,194 $180,000 ($7,806)
01-4581-00 Earned Income $2,154 $5,000 ($2,846)
01-4800-00 Starry, Starry Night $1,944,962 $1,650,000 $294,962 01-4750-00 Uplifting Voices $335,539 $295,000 $40,539
01-4900-00 Misc Special Events $16,160 $10,000 $6,160
01-4990-00 Investment Income $324,506 $198,000 $126,506 01-4992-00 Investment Gains/I $120,031 $0 $120,031
01-4998-00 In Kind Donations $51,512 $0 $51,512
Total Income $7,475,069 $7,068,000 $407,069
Expense
---01=5000=00-C-hildren`s Assistan' $41-274----- --- $46;000-- ---- $4,-7-26- 01-5060-00 Credit Card Fees $29,222 $34,000 $4,778
01-5200-00 Golf Tournament E $41,093 $50,000 $8,907
01-5583-00 Earned Income Exp $4,190 $5,000 $810
01-5800-00 Starry, Starry Night $357,181 $400,000 $42,819 01-5750-00 Uplifting Voices Exi $71,412 $50,000 ($21,412) 01-5900-00 Misc Special Events $15,173 $25,000 $9,827
01-5998-00 In Kind Donations $24,152 $0 ($24,152)
01-6000-00 Dues, Fees & Subs4 $96,878 $86,763 ($10,115) 01-6010-00 Marketing $189,037 $200,000 $10,963
01-6050-00 Corporate Insuranc 570,670 $59,753 (510,917) 01-6300-00 Other Expenses $31,831 $70,336 $38,505
01-6400-00 Meal/Mileage Expe $63,370 556,400 (56,970)
01-6500-00 Office Equip Repair $56.527 $40,080 ($16,447) 01-6550-00 Office Supplies 523,002 $25,500 $2,498
01-6580-00 Phones 555,608 $56,876 51,268
01-6600-00 Postage $7,851 $6,920 ($931)
01-6700-00 Printing $5,958 $8,100 $2,142
01-6800-00 Professional Service $60,803 $52,850 ($7,953) 01-6990-00 Rent $408,030 $337,015 ($71,015)
01-7000-00 Salaries $4,826,748 $4,916,877 590,129
01-7005-00 RS to SD Salary Alli ($116,400) ($116,400) $0 01-7010-00 Benefits $477,209 $488,395 $11,186
01-7030-00 Worker's Compens $21,671 516,127 ($5,544)
01-7040-00 Payroll Taxes $358,311 $393,683 $35,372
08/20/2024 1:38:27 PM

Voices for Children
Year to Date Statement of Activities
San Diego Only
YTD Actual 06/30/2024 YTD Budget 06/30/2024 Variance
Depreciation Expense
Total Expense
$7,220,801 $7,309,275
$88,474
Net Ordinary Income / Expense $254,268 ($241,275) $495,543 Other Income/Expense
Other Expense
01-9900-10
Total Other Expense
$76,265
$85,200 $8,935
$76,265
$85,200 $8,935
Net Other Income $76,265 $85,200 $8,935
NET SURPLUS/(DEFICIT) $178,003 ($326,475) $504,478
08/20/2024 1:38:27 PM

Voices for Children
Year to Date Statement of Activities
Riverside Only
Ordinary Income / E
Income
01-4020-00
01-4030-00
01-4040-00
01-4060-00
01-4100-00
01-4900-00
01-4990-00
01-4998-00
Total Income
Expense
01-5000-00
01-5060-00
01-5900-00
01-5998-00
01-6000-00
01-6010-00
01-6050-00
xpense
Foundations
Corporate Gifts
Government Funds
Individuals
Service Organization
Misc Special Events
Investment Income
In Kind Donations
Children's Assistance
Credit Card Fees
Misc Special Events Expense
In Kind Donations
Dues, Fees & Subscriptions
Marketing
Corporate Insurance
YTD Actual 06/30/2024 YTD Budget 06/30/2024
Variance
$416,902
$369,690
$1,340,416
$80,664
$2,958
$20,189
$98,859
$13,785
$335,000
$60,000
$943,000
$125,000
$0
$0
$15,600
$0
$81,902
$309,690
$ 397,416
($44,336)
$2,958
$20,189
$83,259
$13,785
$2,343,462
$1,478,600
$21,442
$1,154
$575
$11,265
$23,537
$47,025
01-6300-00
01-6400-00
01-6550-00
01-6580-00
01-6600-00
01-6700-00
01-6990-00
01-7000-00
01-7005-00
01-7010-00
01-7030-00
01-7040-00
Total Expense
Other Expenses
Meal/Mileage Expense
Office Supplies
Phones
Postage
Printing
Rent
Salaries
RS to SD Salary Allocation
Benefits
Worker's Compensation Insurance
Payroll Taxes
Net Ordinary Income / Expense

NET SURPLUS/(DEFICIT)
$16,650
$1,600
$0
so
$16,000
$48,000
$12,855 $12,500
$8,631 $15,600
$99,416
$16,398
$13,647
$4,021
$3,836
$97,371
$961,191
$116,400
$89,584
$2,952
$69,810
$90,000
$10,685
$9,600
$1,200
$2,700
$101,388
$946,762
$116,400
$77,657
$2,954
$72,427
$864,862
($4,792)
$446
($575)
($11,265)
($7,537)
$975
($355)
""$6969
($9,416)
($5,713)
($4,047)
($2,821)
($1,136)
$4,017
($14,429)
so
($11,927)
$2
$2,617
$1,601,111
$1,542,123
($58,988)
$742,352
($63,523)
$805,875
$742,352
($63,523)
$805,875
08/20/2024 1:42:56 PM

Voices for Children
Year to Date Statement of Activities
Including both San Diego & Riverside
YTD Actual 06/30/2024 YTD Budget 06/30/2024 Variance
Ordinary Income / Expense
Income
01-4020-00 Foundations $1,421,661 $1,295,000 $126,661
01-4030-00 Corporate Gifts $649,787 $260,000 $389,787
01-4040-00 Government Funds $3,223,087 $2,743,000 $480,087 01-4060-00 Individuals $1,345,002 $1,825,000 ($479,998) 01-4070-00 Children's Assistance $8,424 $30,000 ($21,577) 01-4100-00 Service Organization $70,680 $40,000 $30,680 01-4200-00 Golf Tournament $172,194 $180,000 ($7,806)
01-4581-00 Earned Income $2,154 $5,000 ($2,846)
01-4800-00 Starry, Starry Night $1,944,962 $1,650,000 $294,962 01-4750-00 Uplifting Voices $335,539 $295,000 $40,539
01-4900-00 Misc Special Events $36,349 $10,000 $26,349
01-4990-00 Investment Income $423,365 $213,600 $209,765 01-4992-00 Investment Gains/losses $120,031 $0 $120,031 01-4998-00 in Kind Donations $65,297 $0 $65,297
Total Income $9,818,532 $8,546,600 $1,271,932
Expense
01-5000-00 Children's Assistance $62,716 $62,650 ($66)
01-5060-00 Credit Card Fees $30,376 $35,600 $5,224
01-5200-00 Golf Tournament Expenses $41,093 $50,000 $8,907 01-5583-00 Earned Income Expenses $4,190 $5,000 $810
01-5800-00 Starry, Starry Night Expense $357,181 $400,000 $42,819 01-5750-00 Uplifting Voices Expenses $71,412 $50,000 ($21,412) 01-5900-00 Misc Special Events Expense $15,748 $25,000 $9,252 01-5998-00 In Kind Donations $35,417 $0 ($35,417)
01-6000-00 Dues, Fees & Subscriptions $120,415 $102,763 ($17,652) 01-6010-00 Marketing $236,061 $248,000 $11,939
01-6050-00 Corporate Insurance $83,525 $72,253 ($11,272) 01-6300-00 Other Expenses $40,462 $85,936 $45,474
01-6400-00 Meal/Mileage Expense $162,786 $146,400 ($16,386) 01-6500-00 Office Equip Repair & Maint $56,527 $40,080 ($16,447) 01-6550-00 Office Supplies $39,401 $36,185 ($3,216)
01-6580-00 Phones $69,255 $66,476 ($2,779)
01-6600-00 Postage $11,872 $8,120 ($3,752)
01-6700-00 Printing $9,794 $10,800 $1,006
01-6800-00 Professional Services $60,803 $52,850 ($7,953) 01-6990-00 Rent $505,401 $438,403 ($66,998)
01-7000-00 Salaries $5,787,939 $5,863,639 $75,700
01-7005-00 RS to SD Salary Allocation $0 $0 $0
01-7010-00 Benefits $566,793 $566,052 ($741)
01-7030-00 Worker's Compensation Insurance $24,623 $19,081 ($5,542) 01-7040-00 Payroll Taxes $428,122 $466,110 $37,988
Total Expense $8,821,912 $8,851,398 $29,486
08/20/2024 1:43:20 PM

Voices for Children
Year to Date Statement of Activities
Including both San Diego & Riverside
YTD Actual 06/30/2024 YTD Budget 06/30/2024 Variance
Net Ordinary Income / Expense $996,620 ($304,798) $1,301,418 Other Income/Expense
Other Expense
01-9900-10 Depreciation Expense $76,265 $85,200 $8,935
01-9999-99 Interfund Transfer ($2,044,701) $0 $2,044,701 02-9999-99 Interfund Transfer $2,044,701 $0 ($2,044,701) Total Other Expense $76,265 $85,200 $8,935
Net Other Income $76,265 $85,200 $8,935
NET SURPLUS/(DEFICIT) $920355
($389,998) $1,310,353
08/20/2024 1:43:20 PM

• Voices for
• Children. Voices for Children
A child heard. A life changed.

Organizational Chart (Dual C ounty)
Figure 1. Riverside County
President & CEO
61-9 JO £Z17 abed
Community Manager
CASA Outreach
Coordinato r
Updated: 07. 25.2024
See San Diego
County Org Chart
1 Managing Director
(Riverside County)
Administrative
Assistant
I
1 Chief Philanthropy 1
Officer
(San Diego)
I
Philanthropy
Manager
CASA Outreach & Distance Advocacy
Specialist
Program Manager
(Palm Desert)
Advocacy Supervisor
(Palm Desert)
Program Manager
(Temecula)
4 Advocacy
Supervisors
(Murrieta)
1 Program Manager
(Riverside)
•
2 Advocacy
Supervisors
(Riverside)
Senior Advocacy
Supervisor - Dual Court
Lead / Juvenile Justice

V Voices f or
ONChildren.

A child heard. A life changed .
61-9 JO iZ17 abed
Voices for Children
Organizati onal Chart (Dual County)
Figure 2. San Diego County
President and
CEO
Executive
Assistant
i a
Director of Human
Reso urces
LHuman Resource
I Co ordinato r
Chief Financial
Officer
Accounting I Director of
Manager Ope ra tions
Updated: 07.25. 2024
H •
Rev enue I
Accountant
_JLAccounting
Associate
Program
7 Operations
Supervisor
Program
Operations
Coordinator
. ...rOperations
Coordinator
Chief
Philanthropy
Officer
Director of
Marketing &
Communications
Marketing &
Communications
Manager
M arketing &
Philanthro py
Coordinator
Senior Director of
Philanthropy
Grants
Co ordinato r
2 Grant Officers
Chief Program
Officer
1 Riverside County
Managing Director
Vice President of
Programs
I
Direct or of
Training
Waitlist &
Matching
Manager ,
CASA Training
C oordinator
Training Assistant
Director of CASA
Recruitment &
Outreach
L1CASA Recruitment
Associate
See Riverside
County Org Chart
Director of
Adv ocacy
4P gram ProgramManager
Managers Juvenile Justice
4 Sr .
--� Advocacy
Supervisors
4 Adv ocacy
Supervisor II
10 Advocacy
Supervisors
Sr. Advocacy
Supervisor -
RISE Case
Liaison
Sr. Advocacy
..I[ Supervisor -
Dual Court
Advocacy
Supervisors,
Generalist
J
Pr ogram Manager'
Case Liais on
5 Case
Liaisons

RESOLUTION OF THE BOARD OF DIRECTORS
OF Voices for Children
WHEREAS, the City of Beaumont Community Development Block Grant (CDBG) program provides funding for non-profit corporations for certain specified purposes; and WHEREAS, Voices for Children
wants to file an application with the City of Beaumont CDBG program.

NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of Voices for Children

1. Confirms that Voices for Children is a non-profit California corporation or a public agency under the laws of the State of California;

2. Approves the filing of an application with the City of Beaumont CDBG program for the 2025- 2026 fiscal year; and

3. Authorizes the people listed below to sign a grant agreement with the City of Beaumont CDBG program for the 2025 - 2026 fiscal year.
1) Print Name: Jessica Munoz
Title: President and CEO
!1
Signature:

Z
2) Print Name: Ja es Scoffin
Title: Chief Financial fficer
Signature
Adopted on t
Katie Nicoletti, Board Secretary
day of Jul. , 2024

COUNTY OF RIVERSIDE

COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
APPLICATION FOR CITY OF Beaumont
2025-2026 CDBG ALLOCATION
I. GENERAL INFORMATION
Applying Organization Name: Upwards Care, Inc
Type of Organization: Non -Profit Organization n Faith Based Organization For -Profit Organization n Institution of Higher Education Organization Address: 12130 Millennium Dr, Office 03-127 City: Los Angeles, CA
Zip Code: 90094
Mailing Address: 12130 Millennium Dr, Office 03-127
City: Los Angeles, CA
Telephone Number: (310) 710-2833
Executive Director: Jessa Santangelo
Zip Code: 90094
Fax Number: n/a
Telephone Number: (310) 710-2833 E-mail: [email protected] Program Manager: Judy Ahumada
Telephone Number: 323.804.2926
Grant Writer: Melanie Faure (point of contact)
E mail: [email protected]
Address (If different from above): 255 Circle Way Boulder Creek CA 95006 Telephone Number: 213-400-3438
E-mail: [email protected]
II. ORGANIZATIONAL HISTORY (This is applicable only if you are a non-profit organization) Date Organization founded: 2017
Date Organization incorporated as a non-profit organization (Attach Articles of Incorporation and Bylaws): n/a Federal identification number: 82-2418770
DUNS Number: 06-684-0966
Organization Web Address: https://upwards.com/

Does your Organization expend $750,000 or more a year in federal funds? Y n or N Number of paid staff: 80
Number of volunteers: 0
Members/Board of Directors (Attach): See Attached
III. PROJECT ACTIVITY
A. Name of Project: Boost
B. Specific Location of Project
(Attach Project Map - include street address; if a street address has not been assigned provide APN) Street or APN: See Map — In -home daycares located in Beaumont CA.

City: Beaumont Zip Code: City-wide
C. CDBG Funds Requested: $48,000.00
(total amount for the project only)
D. Where will the proposed activity occur (be specific as to the geographic boundaries)? If the project involves a new or existing facility, what is the proposed service/benefit area for the facility? The service area is limited to home -based daycares within Beaumont. Since these daycares operate out of private residences, their locations are confidential. If BOOST receives CDBG funds, the exact locations will be disclosed.

E. In which City (ies)/Communities does the activity occur? City (ies):Beaumont.

Community (ies):

NOTE: HWS will make the final determination of the appropriate service area of all proposals.

F. If this project benefits residents of more than one community or jurisdiction, have requests been submitted to those other entitlement jurisdictions? (i.e., County district(s) 15t, 2ra 3rd 4th and/or 5th, City of Palm Springs, City of Moreno Valley, City of Riverside, etc.) Murrieta, City of Palm Springs, City of Morena Valley, City of Riverside (+ Coachella and other cities within the Urban County)
1

G. Check ONLY the applicable category your application represents.

Public Service
n Homeless Activities
n Real Property Acquisition (Must consult with HWS prior to submitting application) n Housing
n Rehabilitation/Preservation (please provide picture of structure) Public n Facilities (construction)
n Infrastructure (i.e. Streets, Sewer, Sidewalk, etc.)
Other: (provide description) Economic Development
H. Respond to A & B only if this application is for a public service project. (a) Is this a NEW service provided by your agency? Yes n No n (b) If service is not new, will the existing public service activity level be substantially increased or improved?
IV. PROJECT NARRATIVE
A. Provide a detailed Project Description. The description should only address or discuss the specific activities, services, or project that is to be assisted with CDBG funds. If CDBG funds will assist the entire program or activity, then provide a description of the entire program or activity:

Upwards' Boost Program provides personalized business and technical support to in -home childcare providers, focusing on Low -to -Moderate Income (LMI) XBE providers with fewer than five employees. These providers care for children ages 0-5 and offer before/after-school care for children up to age 13. BOOST aims to enhance economic opportunities for LMI daycare owners in Beaumont by offering training on essential tools to improve operational efficiency, boost revenue, and retain jobs in the childcare sector. Upwards has identified 23 daycares in Beaumont but proposes serving six microenterprise home daycares, with applicants prioritized by risk and need. The program can scale based on funding, with a cost of $8,000 per provider if phased in or partially funded. Through one-on-one coaching, training, and digital tools, BOOST helps providers optimize operations in areas like marketing, enrollment, accounting, and curriculum planning, allowing them to focus on quality care.

Increased revenues enable providers to increase capacity, create new LMI jobs, and expand access to affordable quality care for working families. 2

B. Provide a detailed description of the proposed use of the CDBG funds only (e.g. client scholarships, purchase of specific equipment, rent, supplies, utilities, salaries, etc.):

CDBG funding supports 10 staff members who are essential to administering and delivering the BOOST program. These staff develop training materials, lead workshops, and provide ongoing support to childcare providers and the families they serve. Each childcare provider is paired with a Care Specialist —an experienced Early Childhood Education professional —who offers personalized guidance on best practices and business growth. The team also includes specialists in enrollment, finance, marketing, technical support, and community outreach, all focused on helping providers optimize operations. In addition the Family Care Specialist will help working families find care that fits their unique needs, enabling them to be more fully engaged in the workforce. As a service -oriented program, CDBG funds cover a commensurate portion of personnel costs, which are tracked via time -tracking software to ensure accurate invoicing. These costs are allowable per HUD guidelines. Upwards' contribution towards non -personnel expenses tailored to providers in Beaumont — including marketing, technology, payment processing fees and equipment — demonstrates a strong commitment to providing the necessary infrastructure and resources to support the program's success.

C. What are the goals and objectives of the project, service, or activity? How will you measure and evaluate the success of the project to meet these goals and objectives (measures should be qualitative)?
The BOOST Program aims to create a sustainable local childcare ecosystem by providing business and technical support to Low and Moderate Income (LMI) micro -enterprise childcare providers. By helping them stabilize operations and increase revenue, BOOST strengthens businesses and positively impacts the families they serve. The program tracks its success through measurable outcomes:
- 30% of participants will see a 20%+ increase in revenue - 30% will hire a teaching assistant, creating two new LMI jobs and retaining six - 30% will increase childcare capacity
- 75% of families will report reliable care that meets their needs BOOST collects data on providers' income, experience, and demographics to offer tailored support and regularly reports to CDBG staff, ensuring it serves the right populations and adapts for greater accessibility, laying the foundation for long-term success.

D. Please identify the project milestones using an Estimated Timeline for Project Implementation:

Q1: Launch a 3 -month digital and grassroots campaign to inform home daycares about BOOST. Process applications, verify eligibility, and collect baseline data. Q2:

Match providers with coaches, complete business evaluations, and train them on management software. Promote open daycare slots to families to boost enrollments.

Q3 & 4: Provide ongoing coaching on financial management, marketing, staffing, and licensing. Administer quarterly anonymous feedback surveys to providers and families to assess satisfaction and areas for improvement. Q4: Measure and report final outcomes, including the percentage of participants who achieve revenue growth and other target metrics. Ensure providers exit program with strong business foundation. 3

V. PROJECT BENEFIT
A. Indicate the number of people or households that will directly benefit from your proposal using CDBG funds: Note: This is based on the expected number of clients to be served if the County funds your project for the requested amount.
6 in -home family childcare providers + 2 teaching assistants + 80+ LMI families B. Indicate the number of unduplicated clients that will be served (An unduplicated client is counted only once, no matter how many direct services the client receives during a funding year):
8 unduplicated clients
C. Length of proposed CDBG-funded activities or service (weeks, months, year):
12 months
D. Service will be provided to (check one or more):
❑ Men ❑ Seniors
7 Women n Severely Disabled Adults
Children (Range of children's ages :0-5+ <13 ) n Migrant Farm Workers Homeless (Number of beds at facility : ) 7 Families
4

E. What methods will be used for community involvement to assure that all who might benefit from the project are provided an opportunity to participate?
To ensure equitable access to BOOST, Upwards conducts inclusive outreach to eligible family childcare providers and families needing care. Strategies include social media, local newspaper ads, and announcements through community organizations.

Participants are selected based on a High-Risk/High-Need assessment, considering factors like income, housing, race/ethnicity, and COVID-19 impact. High -need areas include zip codes with many single -parent households, Black and Hispanic families, and schools with high free/reduced-lunch participation.

A marketing campaign will inform LMI families of available childcare spots through ads in key locations like grocery stores and clinics. Upwards offers translated materials, bilingual staff, and culturally relevant curricula, tracking engagement to ensure diverse participation.

F. What evidence is there of a long-term commitment to the proposal? Describe how you plan to continue the work (project) after the CDBG funds are expended?
Our long-term strategy is integral to the sustainability plan for the 12 -month BOOST program, which focuses on empowering childcare providers to independently sustain and strengthen their businesses. The program equips them with essential knowledge, tools, and a solid business foundation, ensuring financial durability. This approach enables the program to continue supporting providers and families long after the grant period ends. Our commitment is reflected in the proverb, "Give a (woman) a fish, and you feed him for a day. Teach a (woman) to fish, and you feed (her) for a lifetime." The BOOST program aims to make childcare providers operationally sustainable within the first year, allowing them to achieve self-sufficiency and afford operational services independently. For providers who remain in the low -to -moderate income bracket after 12 months, our services will continue to be provided at no cost.

VI. National Objective
All CDBG-funded activities must meet at least one of the following National Objectives of the CDBG program. Indicate the category of National Objective to be met by your activity.

CATEGORY A: Benefit to low -moderate income persons (must be documented). Please choose either subcategory 1 or 2:

1. Limited Clientele:

The project serves clientele that will provide documentation of their family size, income, and ethnicity.

Identify the procedure you currently have in place to document that at least 51% of the clientele you serve are low -moderate income persons.

The program is limited to a specific target population, microenterprise daycare owners, and documentation of their income is recorded to ensure at least 51% of participants meet the income threshold. The household size and annual income of each program participant are documented in the application they are required to fill out. Upon intake, income is determined by self -certification by all participants. Source documentation like a W2 and/or bank statements will be collected from participants as suggested by HUD's CDBG guidelines. We require at least 51% of participants qualify as LMI, however we anticipate closer to 100% of participants will have income qualifying income.
5

2. Clientele presumed to be principally low- and moderate -income persons:

The following groups are presumed by HUD to meet this criterion. You will be required to submit a certification from the client (s) that they fall into one of the following presumed categories.

The activity will benefit (check one or more)
n Abused children n Homeless persons
n Battered spouses n Illiterate adults
n Elderly persons n Persons living with AIDS
ri Severely disabled adults n Migrant Farm workers
a. Describe the clientele above to be served by this activity:

The BOOST program primarily benefits Low- to Moderate -Income (LMI) clientele and increases the availability and accessibility of economic opportunities for participating microenterprise, childcare providers with less than 5 employees. The program is limited to a specific target population, microenterprise daycare owners, and documentation of their income is recorded to ensure at least 51 % of participants meet the income threshold.
b. Discuss how this project directly benefits low- and moderate- income residents:

The program provides low -to -moderate -income women and minority childcare providers with personalized coaching and digital tools to help them optimize their operations and increase their revenue. This enables them to efficiently manage and grow their small businesses, creating quality local jobs and affordable childcare slots that benefit surrounding marginalized households. By strengthening neighborhood childcare infrastructure, the project supports workforce participation, particularly among disadvantaged single parents who struggle with the costs and logistics of care.

It promotes financial stability for providers and enables parents to achieve self-sufficiency, upward mobility, and long-term poverty alleviation. Quality early learning opportunities improve school readiness and lifelong prospects for the r+hildren ccnicr1
CATEGORY B: Area Benefit - The project or facility serves, or is available to, ALL persons located within an area where at least 51% of the residents are low/moderate-income. (Applicant is welcome to contact a County of Riverside, HWS CDBG Program Manager for Census Information) 2020 Census Tract and Block Group numbers:

Total population in Census Tract(s) / block group(s):

Total percentage of low -moderate population in Census Tract(s) / block group(s):
6

CATEGORY C: Activities undertaken to create or retain permanent jobs, at least 51% of which will be made available to or held by low/moderate-income persons.

Proposed Job Creation/Retention
Total Jobs Expected to Create: 2
Total Jobs Expected to Retain: 6
CATEGORY D: Activities that provide assistance to micro -enterprise owners/developers who are low/moderate-income.

Proposed Assistance to Businesses
New Businesses expected to assist:

Existing Businesses expected to assist: 6
Enter Total Businesses expected to assist: 6
VII. FINANCIAL INFORMATION
A. Proposed Project Budget
Complete the following annual program budget to begin July 1, 2025. If your proposed CDBG-funded activity will start on a date other than July 1, 2025, please indicate starting date. Provide total Budget information and distribution of CDBG funds in the proposed budget.

The budgeted items are for the specific activity for which you are requesting CDBG funding - NOT for the budget of the "entire" organization or agency. (Note: CDBG funds requested must match amount requested in Project Activity, C above.)
(EXAMPLE: The Valley Senior Center is requesting funding for a new Senior Nutritional Program. The total cost of the program is $15,000 and $10,000 in CDBG funds is being requested for operating expenses associated with the proposed activity. The total Activity/Project Budget will include $5,000 of other non-CDBG funding and $10,000 in CDBG funds for a Grand Total of $15,000).

TOTAL ACTIVITY/

PROJECT BUDGET
(Include non-CDBG Funds
and CDBG Funds)
I. Personnel

CDBG FUNDS
REQUESTED -Only
A. Salaries & Wages $ 0 $ 47,280.00
B. Fringe Benefits $ 0 $ 720.00
C. Consultants & Contract Services $ 0 $ 0
PERSONNEL SUB -TOTAL $ 48,000.00 $ 48,000.00
7

II. Non -Personnel
A. Space Costs $ 0 $ 0
B. Rental, Lease or Purchase of
Equipment $ 1920.00 $ 0
C. Consumable Supplies $ 96.00 $ 0
D. Travel $ 0 $ 0
E. Telephone $ 0 $ 0
F. Utilities $ 0 $ 0
G. Other Costs $ 8200.00 $ 0
NON -PERSONNEL SUB -TOTAL: $ 10,216.00 $ 0
III. Other
A. Architectural/Engineering Design $ 0 $ 0
B. Acquisition of Real Property $ 0 $ 0
C. Construction/Rehabilitation $ 0 $ 0
D. Indirect Costs $ 0 $ 0
E. Other $ 0 $ 0
OTHER SUB -TOTAL: $ 0 $ 0
GRAND TOTAL: $ 58,216.00 $ 48,000.00
NOTE: The BOOST program can be scaled up or down; its operation is not dependent on full award funding and can be adjusted to the desired amount of coverage for the proposed area. If it were to be phased in or partially funded, an appropriate number of child care providers would be accepted into the program at a cost of $8000 per daycare.

B. Leveraging
List other funding sources and amounts (commitments or applications) which will assist in the implementation of this activity. Current and pending evidence of leveraging commitments/applications must be submitted with application. (Attach) Federal:n/a
State/Local:n/a
Private:n/a
Fees: n/a
Donations:n/a
other:Non-personnel expenses are funded by Upwards' match, and include Training Materials, Equipment, Marketing for Providers, Marketing for Families, Cost of Payments, Technology Costs, and Office Supplies.
8

C. What type of long-term financial commitment is there to the proposal? Describe how you plan to continue the work (project) after the CDBG funds are expended? After completing the BOOST program, daycare providers will have expanded their businesses by increasing enrollment, boosting revenue, reducing administrative tasks, and strengthening local childcare connections. They'll be ready to hire staff and invest in technical tools, operating independently without public assistance. The program focuses on long-term self-sufficiency. Providers still in the LMI bracket after 12 months can access services for free. BOOST's model is to "teach a woman to fish," equipping providers to thrive beyond the program.

D. Provide a summary by line item of your organization's previous year's income and expense statement. (Attach)
See Attached
E. Does this project benefit residents of more than one community or jurisdiction, have requests been submitted to those other jurisdictions? Yes 171 No n
If yes, identify sources and indicate outcome.

CDBG — pending applications
If no, please explain.

F. Was this project or activity previously funded with CDBG? Yes ❑■ No ❑ If yes, when?
The BOOST program has successfully launched in 16 cities and counties: San Jose, Santa Barbara, Sonoma County, Escondido, Chula Vista, Garden Grove, Tustin, Palo Alto. San Mateo. Cathedral City. CA: Miami Beach. Clearwater. FL: Bellevue. WA:

Is this activity a continuation of a previously funded (CDBG) project? Yes ❑ No ❑✓ If yes, explain:

The BOOST program has successfully launched in over 16 cities and counties (and counting) but is new to Beaumont.

VIII. MANAGEMENT CAPACITY
A. Describe your organization's experience in managing and operating project or activities funded with CDBG or other Federal funds.

Upwards has extensive experience collaborating with government partners and managing federal, state, and local programs while ensuring compliance with monitoring and reporting requirements. At the Federal level, we facilitate childcare tuition payments for Army and Army National Guard. At the State level, we administer childcare subsidies for income -eligible families in California. With the help of CDBG funding, Upwards has launched the Boost program in 20 various cities and counties across California, Florida, New York, Utah, Washington, 9

B. Management Systems
Does your organization have written and adopted management systems (i.e., policies and procedures) including personnel, procurement, property management, record keeping, financial management, etc.?
Yes. Upwards implements robust financial controls and grant management protocols, spearheaded by our dedicated Finance department, which includes skilled accounting and reporting professionals under the guidance of our Chief Financial Officer(CFO).

Our approach to financial management comprises several core components: Financial Reporting and Record -Keeping Practices / Accounting Systems and Payment Procedures / Grant Funds Management / Reporting Process / Financial Stewardship and Compliance / Backup Documentation for Invoices . Separation of CDBG Funds.

Upwards has developed a comprehensive approach to segregate Community Development Block Grant (CDBG) funds from other agency funds, ensuring precise identification, tracking, and reporting.

C. Capacity
Please provide the names and qualifications of the person(s) that will be primarily responsible for the implementation and completion of the proposed project.

Upwards is well -prepared to execute the proposed project efficiently within the timeline and budget, thanks to our skilled and experienced team. Each team member funded by this award plays a crucial role in ensuring our initiatives' success. Key Personnel:

Judy Ahumada, Program Director: Oversees government partnerships and the BOOST program, managing five funded projects to success. Melanie Faure, Community Engagement:Builds municipal relationships and facilitates provider enrollment, leveraging her experience in CDBG program rollouts. Starlynn Perez, Care Specialist: With 18+ years in childcare, she develops educational curricula and coaches participants to ensure high -quality services. Alex Estrada, Care Specialist:

Holds a Master's in Child Development, focusing on supporting high -risk families with expertise in case management and community outreach. Kay Oliva, Enrollment Specialist: Manages participant intake and tracking, ensuring a smooth process for entrepreneurs through eligibility verification and support matching. Karan Malhotra, Finance Specialist: A seasoned finance executive ensuring fiscal integrity and efficient reimbursements. Kevin Pedronan, Product and Technical Support: With 8 years of experience, he customizes digital tools for tracking grant outcomes and optimizing project management. Saphira Howell, Communication and Education: Leads outreach efforts with five years of experience in data -driven marketing campaigns to engage providers & families
Our team's diverse skills and experience underscore Upwards' capacity to successfully complete the project on time and within budget, with each member's responsibilities complementing one another for a cohesive and efficient approach. 10

IX. APPLICATION CERTIFICATION
Undersigned hereby certifies that (check box after reading each statement and digitally sign the document):

1. The information contained in the project application is complete and accurate. ✓

2. The applicant agrees to comply with all Federal and County policies and requirements imposed upon the project or activity funded by the CDBG program. ✓

3. The applicant acknowledges that the Federal assistance made available through the CDBG program funding will not be used to substantially reduce prior levels of local, (NON-CDBG) financial support for community development activities. ✓

4. The applicant fully understands that any facility built or equipment purchased with CDBG funds shall be maintained and/or operated for the approved use throughout its economic life, pursuant to CDBG regulation. ✓

5. If CDBG funds are approved, the applicant acknowledges that sufficient non-CDBG funds are available or will be available to complete the project as described within a reasonable timeframe. ✓

6. On behalf of the applying organization, I have obtained authorization to submit this application for CDBG funding. (DOCUMENTATION ATTACHED Minute Action and/or written Board Approval signed by the Board President) ✓
22 October 2024
DATE:

Signature:
ii%
Print Name/Title Melanie Faure, Community Impact Manager Authorized Representative:
11

CHECK -LIST:

The following required documents listed below have been attached. Any missing documentation to the application will be cause for the application to be reviewed as INELIGIBLE.

Yes No
El

ATTACHMENT

1. Members/Board of Directors

2. Articles of Incorporation and Bylaws

3. Project Activity Map

4. Project Benefit, Category B, Low Mod Area Maps (Attach if applicable)

5. Leveraging (Current evidence of commitment)

6. Income and Expense Statement

7. Management Capacity (Detailed organizational chart)

8. Board Written Authorization approving submission of application 12

V Upwards
Upwards' Board of Directors
Name & Address
Position
Profession/
Affiliation
Term Start
Date
Term End
Date
Jessica Chang
Address: 0/0 Upwards, Inc.
4223. Glencoe Ave, Ste C125
Marina Del Rey, CA 90292
President,
Secretary,
Treasurer
CEO of
Upwards
Sept 2017
N/A
Elk 1

1...)
AlAi
Anna BarberAddress: C/0 Upwards, Inc. Director
4223 Glencoe Ave, Ste C125
Marina Del Rey, CA 90292
Partner at Feb
M13
2022
N/A
Jesse Forrest
Address: 0/0 Upwards, Inc.
4223 Glencoe Ave, Ste C125
Marina Del Rey, CA 90292
Director
CTO of
Upwards
Sept 2017
N/A
or
r•+
1741
Richard Kerby
Address: 0/0 Upwards, Inc.
4223 Glencoe Ave, Ste C125
Marina Del Rey, CA 90292
Director
Co -Founder
of Equal
Ventures
Feb 2021
N/A
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C.-7- - 4
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93 Beaumont gsy
The service area is limited to ho me -based d aycares within Bea umont.

Since these daycares operate out of private residences, their locati ons are con fiden tial. If BOOST rec eiv es CDBG funds, the exa ct locati ons will be disc losed.
!,tys r,
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984111199111199:

BUDGET NARRATIVE AND LEVERAGED FUNDS
CDBG funding supports the compensation of 10 staff members directly involved in the administration, coordination, and delivery of the BOOST program. The BOOST team includes: Program Director, Provider Care Specialist, Family Care Specialist, Enrollment Specialist, Finance Specialist, Product and Technical Support, Communications and Education and Community Engagement Specialist. These personnel are essential for the development of training materials, conducting workshops, and offering ongoing support to the child care providers and the families they serve.

CO BOOST Program Budget
Program Budget
Personnel
Salary
Fringe
Personnel Total
Non -Personnel
Training Materials
Equipment
Marketing for Providers
Marketing for Families for Providers
Cost of Payments
Technology Cost
Office Supplies - Program
Non -Personnel Total
Grand Total
Source
CDBG
Upwards
Program
Total
$ 47,280
$ 720 $
$47,280
$720
$
2,880.00
1,920.00
2,316.00
480.00
2,224.00
300.16

96.00 2,880
1,920
2,316
480
2,224
300
96 $ - $ 10,216
$48,000 $10,216 $58,216
CDBG Upwards
Upwards' own contributions to the program will cover all non -personnel costs including Training Materials (and translations), Equipment, Marketing for Providers, Marketing for Families, Cost of Payments, Technology Costs and Office Supplies. Upwards' substantial in -kind contributions and operational support underscore our dedication to providing the necessary resources for the program's success.

Upwards uses time -tracking software to reliably record each program staff member's time for accurate invoicing. Their roles are clearly defined and directly related to the program. All of these costs are deemed allowable according to HUD's Playing by the Rules Handbook. The allocation of CDBG funds primarily towards personnel costs demonstrates our commitment to leveraging skilled staff to achieve the program's objectives.

Billing Specialist

4.1%
Business Assistance

5.8%
Community Engagment Specialist

6.3%
Communication and Education

11.7%
Technical Assistance 8 Business S...

12.2%
Business Strategy B Implementation

8.5%
Program Director
153%
Childcare Care Specialist
11 7%
Childcare Care Specialist
11 7%
Enrollment Specialist

12.6%
Our team's diverse skills and comprehensive experience underscore Upwards' capacity to undertake and complete the proposed project within the proposed timeline and budget. Each member's role and responsibilities are designed to complement one another, creating a cohesive and efficient team poised for success.

The BOOST program can be scaled up or down. Its operation is not dependent on full award funding and can be adjusted to the desired amount of coverage for the area. If BOOST were to be phased in or partially funded, an appropriate number of child care providers would be accepted into the program at a cost of $8000 per provider.
* Number of Jobs Created calculated at 30% of daycares hiring a teaching assistant 100% Coverage
'Number of Microenterprise
Daycares Assisted
Number of LMI Jobs Created*
Funding Needed
6 75% Coverage 50% Coverage
5 3
2 1-2
1 $48,000
$40,000
$24,000

Upwards Organization Chart 1 Entire Agency
CEO
1 Marketing
Sales
finance 1
� I ,
Billing Finance
Billing
Manager
L
Billing
Specialists
Human
Resources
t /
Senior Finance
Manager
Operations
l i
Head of
Operations
Operations
Manager
Opera"
Legal
Project
Management
Program
Managers
Parents Providers
Parent Operations
Manager
Child Care Coordinator
Team Leads
L
Child Care
Coordinators
Provider Success
Specialist
Provider
Health Team
Business
Development
Provider Growth
Specialist
L
Provider Success
Team
Create Your Care
Coordinator
Provider
Growth Team
VP of Business
Development
ECE Specialists
Marketplace
technology
Engineering

Attachment E - Board Resolution

ACTION BY UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS OF
WEECARE, Inc.
(a Delaware corporation)
Pursuant to Section 141(f) of the Delaware General Corporation Law ("DGCL"), the undersigned, being all of the members of the Board of Directors (the "Board") of WeeCare, Inc., a Delaware corporation (the "Corporation"), hereby adopt and approve the following resolutions by unanimous written consent without a meeting effective as of the date on which the Corporation receives the last signature hereto (unless otherwise noted in the resolutions):

1. Approval of Application Submissions
WHEREAS, the Corporation desires to submit certain applications to government entities, where such applications are listed on Exhibit A hereto (the "Government Application Submissions").

NOW, THEREFORE, BE IT RESOLVED, the Government Application Submissions are hereby approved and adopted (together with any changes thereto which the officers of the Corporation approve, such approval being conclusively evidenced by any officer's signature thereto), and officers of the Corporation are hereby authorized to enter into and deliver Government Application Submissions, and to cause the Corporation to perform its obligations thereunder.

RESOLVED FURTHER, that the officers of the Corporation be, and each of them hereby is, authorized, empowered and directed to do and perform any and all other acts and deeds that they (or any one of them) may deem necessary or appropriate to carry out and give effect to the foregoing resolutions. [Remainder of Page Intentionally Left Blank]
Bole&
Anna Barber
[email protected]
Board director
10/11/2024 at 03:57PM PDT
Jeme roW4t
Jesse -Forrest
[email protected] Board
director
10/11/2024 at 03:57PM PDT

Je4A:eo CPS
tesstca-Chang----
[email protected] Board
director
10/11/2024 at 03:57PM PDT
kid Kam.

Richard Kerby
[email protected]
Board director
10/11/2024 at 03:57PM PDT

EXHIBIT A-3

GOVERNMENT APPLICATION SUBMISSIONS
• City of Beaumont, CA

Upwards
To Whom It May Concern,
WeeCare, Inc. dba Upwards
5521 N University Dr, Suite 104
Coral. Springs, FL 33067
(323) 421-7479
upwards.com
The purpose of this letter is to provide context for the financial standing of WeeCare, Inc dba Upwards, as it may be different from other companies generally participating in the industry. We hope that this context helps support your consideration of our company as we submit a proposal for service.

As is typical of a high -growth, venture -backed, for-profit organization, Upwards is growing in - and investing in - operational scale, which expands operating expenses to accommodate for revenue growth. Exhibit A reflects this trajectory from $6.4M to $15.2M in Revenue over three years, which represent +60% and +49% YoY increases.

To maintain a strong financial position in a situation where the company is increasing expenses for downstream growth (lowering cash flow from operations), Upwards has raised equity rounds of financing from some of the most reputable venture firms in the technology space (elevating cash flow from financing). Exhibit B reflects Liquidity Ratios that would be considered healthy by any measure; from the basic Current Ratio to the most stringent Cash Ratio. And, as you may be aware, Upwards recently closed a $21M Series B round to further bolster our cash position.

We hope this short memo provides context on our financial. standing. To be sure, our financial strategy is reflective of our mission: to Solve Care for Good. To do so, Upwards continues to execute on our high -growth plan, and continues to submit proposals such as this, so that we can grow the imprint of our impact, alongside partners like you.

Please feel free to reach out if you have any questions. We are excited at the opportunity to work with you and are open to discuss any inquiries you may have.

Sincerely,
Johnny Chan

COO/CFO
[email protected]
Exhibits to follow on Page 2
UPWARDS - FINANCIAL MEMO 1 of 2

Upwards
WeeCare, Inc. dba Upwards
5521 N University Dr, Suite 104
Coral Springs, FL 33067
(323) 421-7479
upwards.com
Exhibit A: Total Revenue ($) vs YoY Change (%) from 2021 to 2023 Revenue (USD $)
$20.0M
$15.0M
$10.0M
$5.0M
$OOM
2021

1. Total Income — YoY
+60%
$10.2M
2022
$15.2M
o!b
2023
+100%
+75%
+50%
+25%
0%
YoY Change (%)
Exhibit B: Liquidity Ratios from 2021 to 2023

8.0x

6.0x

4.0x

2.0x

0.0x
2021 2022 2023
Current Ratio • Quick Ratio Cash Ratio • • Baseline

1.0x

5.3x
Note: Upwards' Series 8 was closed in January 2024, and is not reflected in these exhibits. -END OF DOCUMENT -
UPWARDS - FINANCIAL MEMO 2 of 2

Management Report
WeeCare, Inc.

For the period ended June 30, 2023
Prepared on
July 31, 2023
For management use only Page 449 of 619

Table of Contents
Profit and Loss 3
Balance Sheet 5
Statement of Cash Flows 7
2/8

Profit and Loss
June 2023
Total
INCOME
Corporate Benefit revenue
Fever Free Revenue
Programs Service Income
Service Fee - Income
z-Chargebacks
179,873.12

0.00 68,129.00
868,524.90
-542.22
Total Income 1,115,984.80

COST OF GOODS SOLD
Background Checks
Cost of Goods Sold
Daycare Insurance Costs
Merchant Account Fees
Stipend payout - CB
Tuition Payout
3,000.69
6,137.10
230.00
3,959.56
45,152.11
838,404.17
Total Cost of Goods Sold 896,883.63
GROSS PROFIT 219,101.17

EXPENSES
Advertising/Promotional 771.82
Bank Charges & Fees 1,229.84
Dues & subscriptions 6,608.30
Employee Benefits 35,828.96
Employer Taxes 45,832.47
Gifts 98.65
HR service fees 8,881.82
Insurance 7,868.73
Legal & Professional Services 994.95
Meals 2,959.84
Office Expenses 10,952.74
Office Supplies & Software 1,186.28
Outside Services 51,006.70
Postage and Delivery 21.25
Professional Development 303.65
Rent & Lease 4,955.99
Taxes & Licenses 428.41
Technology services 49,633.14
Travel 4,602.58
Wages and Salaries 643,279.67
Total Expenses 877,445.79
NET OPERATING INCOME -658,344.62

OTHER INCOME
Gain or (Loss) on Disposal of Assets
WeeCare, Inc.

-1,768.02
3/8

Total
Interest Income 3,629.96
Total Other Income 1,861.94

OTHER EXPENSES
Amortization 1,402.52
Depreciation 1,107.30
Total Other Expenses 2,509.82
NET OTHER INCOME -647.88
NET INCOME $ -658,992.50
WeeCare, Inc. 4/8

Balance Sheet
As of June 30, 2023
Total
ASSETS
Current Assets
Bank Accounts
Chase - Checking 6756
First Republic - Checking 8054
First Republic - MM 0211
FRB- ICS Sweep Account
Stripe
Total Bank Accounts
Accounts Receivable
Accounts Receivable (A/R)
Total Accounts Receivable
Other Current Assets
Accrued Revenue
Clearing Account - Admin
Deferred Taxes - R & D Credit
Escrow Accounts - Backup Credits
Payroll Clearing
Prepaid Expenses
Refundable Taxes
Subsidiary Receivable
Uncategorized Asset
Undeposited Funds

0.00 980,969.38
7,236.18
2,875,125.24
284,815.36
4,148,146.16
449,318.53
449,318.53
168,766.00

0.00 87,681.00
347,697.30
3,613.92
102,571.26
35,330.64
161,859.60

0.00 26,500.00
Total Other Current Assets 934,019.72
Total Current Assets 5,531,484.41
Fixed Assets
Computers 175,500.96
Furniture & Fixtures 0.00
Office Equipment 0.00
z -Accumulated Depreciation -41,078.32
Total Fixed Assets 134,422.64
Other Assets
Deposits 12,100.00
Intangible Assets 129,347.87
Total Other Assets

TOTAL ASSETS
141,447.87
$5,807,354.92

LIABILITIES AND EQUITY
Liabilities
Current Liabilities
WeeCare, Inc. 5/8

Total
Accounts Payable
Accounts Payable (A/P) 34,157.00
Total Accounts Payable 34,157.00
Credit Cards
Brex 4,388.18
Jesse Forrest 1237 0.00
Jessica Chang 7487 872.80
Matt Reilly 2750 181.75
Total Credit Cards 5,442.73
Other Current Liabilities
Accrued Expenses 203,246.98
Deferred Income 1,296,131.57
Due to Employees 208.53
Due to MainStreet - R & D Credit 0.00
Employer Benefit Liabilities 0.00
Payroll Tax Payable 86.86
Tax deferral 0.00
Total Other Current Liabilities 1,499,673.94
Total Current Liabilities
Long -Term Liabilities
SAFE 2 NOTE
SAFE Notes Payable
SBA PPP Loan
1,539,273.67

0.00 0.00

0.00 Total Long -Term Liabilities 0.00
Total Liabilities
Equity
Common Stock
Opening Balance Equity
Owner's Pay & Personal Expenses
Preferred Stock
Prior Period Adjustment
Retained Earnings
Net Income
1,539,273.67
5,230.54

0.00 0.00
22,131,491.46
451,700.62
-14,768,186.66
-3,552,154.71
Total Equity 4,268,081.25
TOTAL LIABILITIES AND EQUITY $5,807,354.92
WeeCare, Inc.

Statement of Cash Flows
June 2023
Total

OPERATING ACTIVITIES
Net Income -658,992.50
Adjustments to reconcile Net Income to Net Cash provided by operations:

Accounts Receivable (A/R) -112,330.78
Accrued Revenue -68,129.00
Escrow Accounts - Backup Credits -23,365.62
Payroll Clearing -3,613.92
Prepaid Expenses 3,174.68
Subsidiary Receivable -63,578.92
z -Accumulated Depreciation 327.92
Intangible Assets:z-Accumulated Amortization 1,402.52
Accounts Payable (A/P) -43,020.59
Brex -4,675.78
Jessica Chang 7487 593.37
Matt Reilly 2750 41.76
Accrued Expenses -2,944.64
Accrued Expenses:Accrued Payroll -221,637.67
Deferred Income:Corp Benefits Advance Payments 96,354.62 Total Adjustments to reconcile Net Income to Net Cash provided by operations: -441,402.05 Net cash provided by operating activities -1,100,394.55

INVESTING ACTIVITIES
Computers -2,490.05
Net cash provided by investing activities -2,490.05

FINANCING ACTIVITIES
Common Stock
Prior Period Adjustment
Net cash provided by financing activities
393.66
-2,554.38
-2,160.72

NET CASH INCREASE FOR PERIOD
Cash at beginning of period
-1,105,045.32
5,279,691.48
WeeCare, Inc. 7/8

Total
CASH AT END OF PERIOD $4,174,646.16
WeeCare, Inc. 8/8

Delaware
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "WEECARE, INC." IS DULY INCORPORATED

UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND

HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE SECOND DAY OF MARCH, A.D. 2023.

AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO DATE.

AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "WEECARE, INC." WAS INCORPORATED ON THE FIRST DAY OF AUGUST, A. D. 2017.

AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO DATE.
6498925 8300
SR# 20230845184
You may verify this certificate online at corp.delaware.gov/authver.shtml Authentication: 202822516
Date: 03-02-23

State of Delaware
Secretary of State
Division of Corporations
Delivered 12:33 PM 02/04/2022
FILED 12:33 PM 02/04/2022
SR 20220374269 - File Number 6498925

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION
OF
WEECARE, INC.
(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)
WeeCare, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the "General Corporation Law"), DOES HEREBY CERTIFY:

1. That the name of this corporation is WeeCare, Inc., and that this corporation was originally incorporated pursuant to the General Corporation Law on August 1, 2017.

2. That the Board of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended and restated in its entirety to read as follows:

FIRST: The name of this corporation (the "Corporation") is WeeCare, Inc.

SECOND: The address of the registered office of the Corporation in the State of Delaware is 2140 S. Dupont HWY the City of Camden, County of Kent, Delaware 19934. The name of its registered agent at such address is Paracorp Incorporated.

THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 42,358,000 shares of Common Stock, $0,0001par value per share ("Common Stock") and (ii) 22,440,587 shares of Preferred Stock, $0.0001 par value per share ("Preferred Stock"). As of the effective date of this Amended and Restated Certificate of Incorporation, 8,674,643 shares of the authorized Preferred Stock of the Corporation are hereby designated "Series Seed Preferred Stock", 9,822,920 shares of the authorized Preferred Stock of the Corporation are hereby designated "Series A-1 Preferred Stock", 760,571 shares of the authorized Preferred Stock ofthe corporation are hereby designated "Series A-2 Preferred Stock", and 3,182,453 shares of the authorized Preferred Stock of the corporation are hereby designated "Series A-3 Preferred Stock" (together with the Series A-1 Preferred Stock and Series A-2 Preferred Stock, the "Series A Preferred Stock"), in each case with the following rights, preferences, powers, privileges and restrictions, qualifications and limitations. Unless otherwise indicated, references to "sections" or "subsections" in this Part B of this Article Fourth refer to sections and subsections of Part B of this Article Fourth.

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

A. COMMON STOCK

1. General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of the holders ofthe Preferred Stock set forth herein.

2. Voting. The holders of the Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings). There shall be no cumulative voting. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by (in addition to any vote of the holders of one or more series of Preferred Stock that may be required by the terms of this Amended and Restated Certificate of Incorporation) the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority ofthe votes represented by all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law and without a separate class vote of the holders of the Common Stock.

B. PREFERRED STOCK

1. Dividends. The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation (other than dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in this Amended and Restated Certificate of Incorporation) the holders of the Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Preferred Stock in an amount at least equal to (i) in the case of a dividend on Common Stock or any class or series that is convertible into Common Stock, that dividend per share of Preferred Stock as would equal the product of (A) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Common Stock and (B) the number of shares of Common Stock issuable upon conversion of a share of Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend or (ii) in the case of a dividend on any class or series that is not convertible into Common Stock, at a rate per share of Preferred Stock determined by (A) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series) and (B) multiplying such fraction by an amount equal to the Original Issue Price (as defined below) for the Preferred Stock; provided that, if the Corporation declares, pays or sets aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Corporation, the dividend payable to the holders of Preferred Stock pursuant to this Section 1 shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest Preferred Stock dividend. The "Original Issue Price" shall mean $4.7263 per share with respect to the Series Seed Preferred Stock, $1.4909 per share with respect to the Series A-1 Preferred Stock, $0.6574 per share with respect to the Series A-2 Preferred Stock and $0.6284 per share with respect to the Series A-3 Preferred Stock, in each case, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such series of Preferred Stock.

2. Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales.

2.1 Preferential Payments to Holders of Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of each series of Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, and in the event of a Deemed Liquidation Event

(as defined below), the holders of shares of each series of Preferred Stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the Available Proceeds (as defined below), as applicable, before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Original Issue Price of such series of Preferred Stock, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of such Preferred Stock been converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event (the amount payable pursuant to this sentence being hereinafter referred to as the "Liquidation Amount" for such series of Preferred Stock). If, upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Preferred Stock the full amount to which they shall be entitled under this Section 2.1 the holders of such shares shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

2.2 Payments to Holders of Common Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after the payment in full of all Liquidation Amounts required to be paid to the holders of shares of Preferred Stock, the remaining assets of the Corporation available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, the consideration not payable to the holders of shares of Preferred Stock pursuant to Section 2.1 or the remaining Available Proceeds, as the case may be, shall be distributed among the holders of shares of Common Stock, pro rata based on the number of shares held by each such holder.

2.3 Deemed Liquidation Events.

2.3.1 Definition. Each of the following events shall be considered a "Deemed Liquidation Event" unless the holders of a majority of the outstanding shares of Preferred Stock, including a majority of the Series A Preferred Stock, voting together as a single class on an as converted basis (the "Requisite Holders"), elect otherwise by written notice sent to the Corporation at least 10 days prior to the effective date of any such event:
(a) a merger or consolidation in which
(1) the Corporation is a constituent party or
(ii) a subsidiary of the Corporation is a constituent
party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole or the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction

or a series of related transactions) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation;
(c) the closing of the transfer (whether by merger,
consolidation or otherwise), in a single transaction or series of related transactions in which the Corporation is a constituent party, to a person or group of affiliated persons (other than an underwriter of the Corporation's securities). of the Corporation's securities if, after such closing, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of the Corporation (or the surviving or acquiring entity); provided that the sale of the Corporation's securities in a bona fide financing transaction shall not be a Deemed Liquidation Event; or (d) the grant to a single entity (or group of affiliated entities) of an exclusive, irrevocable license to all or substantially all of this Corporation's intellectual property that is used to generate all or substantially allof this Corporation's revenues.

2.3.2 Effecting a Deemed Liquidation Event.
(a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Section 2.3.1 (a)(i) unless the agreement or plan of merger or consolidation for such transaction (the 'Merger Agreement") provides that the consideration payable to the stockholders of the Corporation in such Deemed Liquidation Event shall be allocated among the holders of capital stock of the Corporation in accordance with Sections 2.1 and 2.2. (b) In the event of a Deemed Liquidation Event referred to in Section 2.3.1(a)(ii) or 2.3. 1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause, (ii) to require the redemption of such shares of Preferred Stock, and (iii) if the holders of a majority of the then outstanding shares of Preferred Stock so request in a written instrument delivered to the Corporation not later than one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as deter mined in good faith by the Board of Directors of the Corporation (the "Board")), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the "Available Proceeds"), on the one hundred fiftieth (150th) day after such Deemed Liquidation Event, to redeem all outstanding shares of each series of Preferred Stock at a price per share equal to the Liquidation Amount for such series. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, ifthe Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall redeem a pro rata portion of each holder's shares of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed ifthe Available Proceeds were sufficient to redeem allsuch shares each holder's shares of Preferred Stock to the fullest extent of such Available Proceeds, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders; in such event, (i) all series of Preferred Stock shall be redeemed in equal proportions, and (ii) the number of shares of any series of Preferred Stock to be redeemed from each holder shall be determined pro rata based on the number of shares held by such holder in proportion to the number of shares of such series remaining outstanding. Prior to the distribution or redemption provided for in this Section

2.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event or in the ordinary course of business. The following provisions shall apply to any redemption of the Preferred Stock pursuant to this Section 2.3.2(b):
(i) Within a reasonable time prior to any date shares
of Preferred Stock are to be redeemed (each a "Redemption Date"), the Corporation shall send written notice of redemption (the "Redemption Notice") to each holder of record of Preferred Stock, Each Redemption Notice shall state (A) the number of shares of each series of Preferred Stock held by the holder that the Corporation shall redeem on the Redemption Date and (B) for holders of shares in certificated form, that the holder is to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed, (ii) On or before the applicable Redemption Date,
each holder of shares of Preferred Stock to be redeemed on such Redemption Date shall, if a holder of shares in certificated form, surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the amount payable to such holder of shares of Preferred Stock pursuant to Section 2.3.2(b) above (the "Redemption Price") for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate, instrument, or book entry representing the unredeemed shares of Preferred Stock shallpromptly be issued to such holder. (iii) If the Redemption Notice shall have been duly
given, and if on the applicable Redemption Date the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that any certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, all rights with respect to such shares shall forthwith after the Redemption Date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of any such certificate or certificates therefor.

2.3.3 Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities to be paid or distributed to such holders pursuant to such Deemed Liquidation Event, The value of such property, rights or securities shall be determined in good faith by the .Board of Directors of the Corporation, including the approval of at least one Preferred Director (as defined herein, and for long as a Preferred Director is then -sitting on the Board).

2.3.4 Allocation of Escrow and Contingent Consideration. In the event of a Deemed Liquidation Event pursuant to Section 2.3.1(a)(i), if any portion of the consideration payable to the stockholders of the Corporation is payable only upon satisfaction of contingencies (the "Additional Consideration"), the Merger Agreement shall provide that (a) the portion of such consideration that is not Additional Consideration (such portion, the "Initial Consideration") shall be allocated among the holders of capital stock of the Corporation in accordance with Sections 2,1 and 2.2 as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event, and (b) any Additional Consideration which becomes payable to the stockholders of the Corporation upon

satisfaction of such contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Sections 2.1 and 2_2 after taking into account the previous payment of the Initial Consideration as part of the same transaction. For the purposes of this Section 2.3.4, consideration placed into escrow or retained as a holdback to be available for satisfaction of indemnification or similar obligations in connection with such Deemed Liquidation Event shall be deemed to be Additional Consideration.

3. Voting.

3.1 General. On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of this Amended and Restated Certificate of Incorporation, holders of Preferred Stock shall vote together with the holders of Common Stock as a single class and on an as -converted to Common Stock basis.

3.2 Election of Directors. The holders of record of the shares of Series A Preferred Stock, exclusively and as a separate class, shall be entitled to elect two (2) directors of the Corporation (the "Preferred Directors"); provided, however, for administrative convenience, the initial Preferred Directors may also be appointed by the Board in connection with the approval of the initial issuance of Series A Preferred Stock without a separate action by the holders of Series A Preferred Stock.

The holders of record of the shares of Common Stock, exclusively and as a separate class, shall be entitled to elect two (2) directors of the Corporation. Any director elected as provided in the preceding sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of Preferred Stock or Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Section 3.2. then any directorship not so filled shall remain vacant until such time as the holders of the Preferred Stock or Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, shall be entitled to elect the balance of the total number of directors of the Corporation (the "Remaining Directors"). At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Section 3.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Section 3.2. The rights of the holders of the Series A Preferred Stock under the first sentence of this Section 3.2 shall terminate on the first date following the Original Issue Date (as defined below) for the Series A Preferred Stock on which there are issued and outstanding fewer than 3,417,171 shares of Series A Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization with respect to the Series Seed Preferred Stock).

3.3 Protective Provisions. At any time when at least 11,171,665 shares of Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Preferred Stock) are outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation, recapitalization, reclassification, or otherwise, do any of the following without (in addition to any other vote required by law or this Amended and Restated Certificate of Incorporation) the written consent or affirmative vote of the Requisite Holders, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

3.3.1 liquidate, dissolve or wind-up the business and affairs of the Corporation, effect any merger or consolidation or any other Deemed Liquidation Event, or consent to any of the foregoing;

3.3.2 amend, alter or repeal any provision of the Certificate of Incorporation or Bylaws of the Corporation;

3.3.3 create, or authorize the creation of, any additional class or series of capital stock unless the same ranks junior to the Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends and rights of redemption, or increase the authorized number of shares of Preferred Stock or increase the authorized number of shares of any additional class or series of capital stock of the Corporation unless the same ranks junior to the Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends and rights of redemption;

3.3.4 (i) reclassify, alter or amend any existing security of the Corporation that is pari passu with the Series A Preferred Stock or Series Seed Preferred Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends or rights of redemption, if such classification, alteration or amendment would render such other security senior to the Series A Preferred Stock or Series Seed Preferred Stock in respect of any such right, preference, or privilege or (ii) reclassify, alter or amend any existing security of the Corporation that is junior to the Series A Preferred Stock in respect of the distribution of assets on the liquidation, dissolution, or winding up of the Corporation, the payment of dividends or rights ofredemption, if such reclassification, alteration or amendment would render such other security senior to or pari passu with the Series A Preferred Stock in respect of any such right, preference or privilege;

33.5 purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Corporation other than (i) redemptions of or dividends or distributions on the Preferred Stock as expressly authorized herein, (ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock, (iii) repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for the Corporation or any subsidiary in connection with the cessation of such employment or service at no greater than the original purchase price thereof, (iv) exercises of contractual rights of first refusal upon a proposed sale of shares of capital stock to a third party, or (v) as approved by the Board of Directors, including the approval of the Preferred Directors, if any are then -sitting on the Board;

3.3.6 create or authorize the creation of any debt security if the Corporation's aggregate indebtedness would exceed $500,000, other than equipment leases, bank lines of credit, existing indebtedness or a revenue -based credit facility, unless such debt security has received the

prior approval of the Board, including the approval of the Preferred Directors, if any are then -sitting on the Board;

3.3.7 create or hold capital stock in any subsidiary that is not a wholly owned subsidiary or dispose of any subsidiary stock or all or substantially all of any subsidiary assets; or

3.3.8 increase or decrease the authorized number of directors constituting the Board of Directors.

4. Optional Conversion. The holders of the Preferred Stock shall have conversion rights as follows (the "Conversion Rights"):

4.1 Right to Convert.

4.1.1 Conversion Ratio. Fach share of a series of Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non - assessable shares of Common Stock as is determined by dividing the Original Issue Price of such series by the Conversion Price (as defined below) in effect for such series at the time of conversion. The "Conversion Price" for each series of Preferred Stock shall initially be equal to the applicable Original Issue Price for such series of Preferred Stock. Such initial Conversion Price, and the rate at which shares of each series of Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

4.1.2 Termination of Conversion Rights. In the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Preferred Stock.

4.2 Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board of Directors of the Corporation. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.

4.3 Mechanics of Conversion.

43.1 Notice of Conversion. In order for a holder of Preferred Stock to voluntarily convert shares of Preferred Stock into shares of Common Stock, such holder shall (a) provide written notice to the Corporation's transfer agent at the office of the transfer agent for the Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent) that such holder elects to convert all or any number of such holder's shares of Preferred Stock and, if applicable, any event on which such conversion is contingent and (b) if such holder's shares are certificated, surrender the certificate or certificates for such shares of Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the officeof the transfer agent for the Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent). Such notice shall state such holder's name or the names of the nominees in which such holder wishes

the shares of Common Stock to be issued. If required by the Corporation, any certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such notice and, if applicable, certificates (or lost certificate affidavit and agreement) shalt. be the time of conversion (the "Conversion Time"), and the shares of Common Stock issuable upon conversion of the specified shares shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Ti.rne (i) issue and deliver to such holder of Preferred Stock, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof, or, in the case of uncertificated shares, a notice of issuance of uncertificated shares, and a certificate or notice, as the case may be, for the number (if any) of the shares of Preferred Stock represented by the surrendered certificate that were not converted into Common Stock, (ii) pay in cash such amount as provided in Section 4.2 in lieu of any fraction of a share of Common Stock otherwise issuabl.e upon such conversion and (iii) pay all. declared but unpaid dividends on the shares of Preferred Stock converted.

4.3.2 Reservation of Shares. The Corporation shall, at alltimes when the Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation. Before taking any action which would cause an adjustment reducing the Conversion Price of a series of Preferred Stock below the then par value of the shares of Common Stock issuable upon conversion of such Preferred Stock, the Corporation will take any corporate action which rn.ay, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and non -assessable shares of Common Stock at such adjusted Conversion Price.

4.3.3 Effect of Conversion. Any shares of Preferred Stock that shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Section 442 and to receive payment of any dividends declared but unpaid thereon. Any shares of Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of each applicable series of Preferred Stock accordi ngly.

4.3.4 No Further Adjustment. Upon any such conversion, no adjustment to the Conversion Price of a series of Preferred Stock shall be made for any declared but unpaid dividends on the Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion.

4.3.5 Taxes. The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Preferred Stock pursuant to this Section 4. The Corporation shall not, however, be

required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

4.4 Adjustments to Conversion Price for Diluting Issues.

4.4.1 Special Definitions. For purposes of this Article Fourth, the following definitions shall apply:
(a) "Option" shall mean rights, options or warrants to
subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities. (b) "Original Issue Date" for a series ofPreferred Stock shall mean the date on which the first share of such series was issued. (c) "Convertible Securities" shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.
(d) "Additional Shares of Common Stock" shall mean, a to any series of Preferred Stock, all shares of Common Stock issued (or, pursuant to Section 4.4.3 below, deemed to be issued) by the Corporation after the Original Issue Date for such series, other than certain securities consisting of (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (any securities referred to in clauses (I) and (2) being referred to herein as "Exempted Securities"):
(1) shares of Common Stock, Options or Convertible
Securities issued as a dividend or distribution on Preferred Stock; (ii) shares of Common Stock, Options or Convertible
Securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section 4.5, 4.6, 4.7 or 4_S;
(iii) shares of Common Stock or Options issued to
employees or directors of, or consultants or advisors to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Corporation; (iv) shares of Common Stock or Convertible
Securities actually issued upon the exercise of Options or shares of Common Stock actually issued upon the conversion or exchange of Convertible Securities, in each case provided such issuance is pursuant to the terms of such Option or Convertible Security;
(v) shares of Common Stock, Options or Convertible
Securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board of Directors of the Corporation, including the approval of at least one Preferred Director, if any are then - sitting on the Board;

(vi) shares of Common Stock, Options or Convertible
Securities issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors of the Corporation, including the approval of at least one Preferred Director, if any are then -sitting on the Board; (vii) shares of Common Stock, Options or Convertible
Securities issued as acquisition consideration pursuant to the acquisition of another entity by the Corporation by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided that such issuances are approved by the Board of Directors of the Corporation, including the approval of at least one Preferred Director, if any are then -sitting on the Board; or (viii) shares of Common Stock, Options or Convertible
Securities issued in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board of Directors of the Corporation, including the approval of at least one Preferred Director, if any are then -sitting on the Board.

4.4.2 No Adjustment of Conversion Price. No adjustment in the Conversion Price for a series of Preferred Stock shall be made as the result of the issuance or deemed issuance of Additional Shares of Common Stock if the Corporation receives written notice from the Requisite Holders agreeing that no such adjustment shallbe made as the result of the issuance or deemed issuance of such Additional Shares of Common Stock.

4.4.3 Deemed Issue of Additional Shares of Common Stock. (a) If the Corporation at any time or from time to time after the Original Issue Date for a series of Preferred Stock shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, (b) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to any Conversion Price pursuant to the terms of Section 4.4.4, are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti - dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Conversion Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price as would have obtained had such revised terms been in effect upon the originaldate of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to this clause (b) shall have the effect of increasing such Conversion Price to an amount which exceeds the lower of (i) the Conversion Price in effect immediately prior to the original

adjustment made as a result of the issuance of such Option or Convertible Security or (ii) the Conversion Price that would have resulted from any issuances of Additional Shares of Common Stock (other than deemed issuances of Additional Shares of Common Stock as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date. (c) If the terms of any Option or Convertible Security
(excluding Options or Convertible Securities which are themselves Exempted Securities), the issuance of which did not result in an adjustment to the Conversion Price for a given series of Preferred Stock pursuant to the teens of Section 4.4.4 (either because the consideration per share of the Additional Shares of Common Stock subject thereto, determined pursuant to Section 4.4.5, was equal to or greater than the Conversion Price then in effect for such series, or because such Option or Convertible Security was issued before the Original Issue Date for such series), are revised after such Original Issue Date as a result of an amendment to such teens or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such tei►iis pursuant to anti -dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Section 4,4.3(a)) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (d) Upon the expiration or teimination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) that resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Conversion Price of a series of Preferred Stock pursuant to the terns of Section 4.4.4, the Conversion Price shall be readjusted to such Conversion Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued.
(e) If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Conversion Price for a series of Preferred Stock provided for in this Section

4.4.3 shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (b) and (c) of this Section 4.4.3). If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the Conversion Price that would result under the terms of this Section 4.4.3 at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Conversion Price that such issuance or amendment took place at the time such calculation can first be made.

4.4.4 Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation shall at any time after the Original Issue Date for a series of Preferred Stock issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 4.4.3), without consideration or for a consideration per share less than the Conversion Price for such series in effect immediately prior to such issuance or deemed issuance, then such Conversion Price shall be reduced, concurrently with such issuance or deemed

issuance, to a price (calculated to the nearest one -hundredth of a cent) determined in accordance with the following formula:

CP2 = CP] *(A+B)-(A+C)
For purposes ofthe foregoing formula, the following definitions shall apply:
(a) "CP2" shall mean the Conversion Price in effect
immediately after such issuance or deemed issuance of Additional Shares of Common Stock (b) "CPI" shall mean the Conversion Price in effect
immediately prior to such issuance or deemed issuance of Additional Shares of Common Stock; (c) "A" shall mean the number of shares of Common Stock outstanding immediately prior to such issuance or deemed issuance of Additional Shares of Common Stock (treating as outstanding for this purpose all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issuance or deemed issuance or upon conversion or exchange of Convertible Securities, including Preferred Stock, outstanding immediately prior to such issue, assuming exercise of any outstanding Options therefor);
(d) "B" shall mean the number of shares of Common Stock that would have been issued or deemed issued if such Additional Shares of Common Stock had been issued at a price per share equal to CP1 (determined by dividing the aggregate consideration received by the Corporation in respect of such issue by CP); and
(e) "C" shall mean the number of such Additional Shares of Common Stock issued in such transaction.

4.4.5 Determination of Consideration. For purposes of this Section 4444 the consideration received by the Corporation for the issuance or deemed issuance of any Additional Shares of Common Stock shall be computed as follows:
(a) Cash and Property. Such consideration shall:
(i) insofar as it consists of cash, be computed at the
aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest;
(ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation, including the approval of at least one Preferred Director, if any are then -sitting on the Board; and
(iii) in the event Additional Shares of Common Stock
are issued together with other shares or securities or other assets ofthe Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the Corporation, including the approval of at least one Preferred Director, if any are then -sitting on the Board.

(b) Options and Convertible Securities. The consideration per share received by the Corporation for Additional Shares of Common Stock deemed to have been issued pursuant to Section 4.4.3, relating to Options and Convertible Securities, shall be determined by dividing:
(i) the total amount, if any, received or receivable by the Corporation as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by (ii) the maximum number of shares of Common
Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities.

4.4.6 Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Conversion Price of any series ofPreferred Stock pursuant to the terms of Section 4.4.4, then, upon the final such issuance, the Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).

4.5 Adjustment for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the Original Issue Date for a series of Preferred Stock effect a subdivision of the outstanding Common Stock, the Conversion Price in effect immediately before that subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Corporation shall at any time or from time to time after such Original Issue Date combine the outstanding shares of Common Stock, the Conversion Price of such series in effect immediately before the combination shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

4.6 Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Original Issue Date for a series of Preferred Stock shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event the Conversion Price of such series in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction:
(1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and

(2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions, and (b) no such adjustment shall be made if the holders of such series of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock that they would have received if all outstanding shares of such Preferred Stock had been converted into Common Stock on the date of such event.

4.7 Adjustments for Other Dividends and Distributions. In the event the Corporation at any time or from time to time after the Original Issue Date for a series of Preferred Stock shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Corporation (other than a distribution of shares of Common Stock in respect of outstanding shares of Common Stock) or in other property and the provisions of Section 1 do not apply to such dividend or distribution, then and in each such event the holders of such series shall receive, simultaneously with the distribution to the holders of Common Stock, a dividend or other distribution of such securities or other property in an amount equal to the amount of such securities or other property the they would have received if all outstanding shares of such Preferred Stock had been converted into Common Stock on the date of such event.

4.8 Adjustment for Merger or Reorganization, Etc. Subject to the provisions of Section 2.3, as to any series of Preferred Stock, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not such Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Sections 4.4, 4.6 or 4.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of such series of Preferred Stock shall thereafter be convertible, in lieu of the Common Stock into which it was convertible prior to such event, into the kind and amount of securities, cash or other property that a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions in this Section 4 with respect to the rights and interests thereafter of the holders of such series of Preferred Stock, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Conversion Price of such series) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such Preferred Stock.

4.9 Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price of a series of Preferred Stock pursuant to this Section 4, the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than ten (10) days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of such series a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property into which shares of such series are convertible) and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any holder of a series of

Preferred Stock (but in any event not later than ten (10) days thereafter), furnish or cause to be furnished to such holder a certificate setting forth (i) the Conversion Price of such series then in effect, and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the conversion of shares of such series.

4.:1.0 Notice of Record Date. In the event:
(a) the Corporation shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion of the Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; or
(b) of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation, or any Deemed Liquidation Event; or (c) of the voluntary or involuntary dissolution, liquidation or winding -up of the Corporation,
then, and in each such case, the Corporation will send or cause to be sent to the holders of Preferred Stock a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding -up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of the Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding -up, and the amount per share and character of such exchange applicable to each series of Preferred Stock and the Common Stock. Such notice shall be sent at least ten (10) days prior to the record date or effective date for the event specified in such notice.

5. Mandatory Conversion.

5.1 Trigger Events. Upon either (a) the closing of the sale of shares of Common Stock to the public in a firm -commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $50,000,000 of gross proceeds to the Corporation, and, in connection with such offering is listed for trading on a national securities exchange, or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the Requisite Holders (the time of such closing or the date and time specified or the time of the event specified in such vote or written consent is referred to herein as the "Mandatory Conversion Time"), then (i) all outstanding shares of Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective conversion rate as calculated pursuant to Section 4.1.1, and (ii) such shares may not be reissued by the Corporation.

5.2 Procedural Requirements. All holders of record of shares of Preferred Stock shall be sent written notice of the Mandatory Conversion Time and the place designated for mandatory conversion of all such shares of Preferred Stock pursuant to this Section 5. Such notice need not be sent in advance of the occurrence of the Mandatory Conversion Time. Upon receipt of such notice, each holder of shares of Preferred Stock in certificated form shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation

against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice. If so required by the Corporation, any certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. All rights with respect to the Preferred Stock converted pursuant to Section 5.1, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate at the Mandatory Conversion Time (notwithstanding the failure of the holder or holders thereof to surrender any certificates at or prior to such time), except only the rights of the holders thereof, upon surrender of any certificate or certificates (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the next sentence of this Section 5.2. As soon as practicable after the Mandatory Conversion Time and, if applicable, the surrender of any certificate or certificates (or lost certificate affidavit and agreement) for Preferred Stock, the Corporation shall (a) issue and deliver to such holder, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof, or, in the case of uncertificated shares, a notice of issuance of uncerti.ficated shares unless a certificate is requested in writing, and (b) pay cash as provided in Section 4.2 in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion and the payment of any declared but unpaid dividends on the shares of Preferred Stock converted. Such converted Preferred Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.

6. Redeemed or Otherwise Acquired Shares. Any shares of Preferred Stock that are redeemed or otherwise acquired by the Corporation or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. Neither the Corporation nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Preferred Stock following redemption.

7. Waiver. Except as otherwise set forth herein, (a) any of the rights, powers, preferences and other terms of a series of the Preferred Stock that are set forth herein may be waived on behalf of all holders of such series of Preferred Stock by the affirmative written consent or vote of the holders of a majority of the shares of such series of Preferred Stock that are then outstanding, and (b) any of the rights, powers, preferences and other tennis of the Preferred Stock as a class that are set forth herein may be waived on behalf of all holders of the Preferred Stock as a single class by the affirmative written consent or vote of the Requisite Holders.

8. Notices. Any notice required or permitted by the provisions of this Article Fourth to be given to a holder of shares of Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the General Corporation Law, and shall be deemed sent upon such mailing or electronic transmission.

FIFTH: Subject to any additional vote required by this Amended and Restated Certificate of Incorporation or Bylaws, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.

SIXTH: Subject to any additional vote required by this Amended and Restated Certificate of Incorporation, the number of directors of the Corporation shallbe deter n.ii.ned in the manner set forth in the Bylaws of the Corporation.

SEVENTH: Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

EIGHTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

NINTH: To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

If the General Corporation Law or any other law of the State of Delaware is amended after approval by the stockholders of this Article Ninth to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.

Any repealor modification of the foregoing provisions of this Article Ninth by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

TENTH: To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which General Corporation Law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General. Corporation Law.

Any amendment, repeal or modification of the foregoing provisions of this Article Tenth shall not (a) adversely affect any right or protection of any director, officer or other agent of the Corporation existing at the time of such amendment, repealor modification or (b) increase the liability of any director of the Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to, such amendment, repeal or modification.

ELEVENTH: The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An "Excluded Opportunity" is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Preferred Stock or any partner, member, director, stockholder, employee, affiliate or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, the persons referred to in clauses (i) and (ii) are "Covered Persons"), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person's capacity as a director of the Corporation while such Covered Person is performing services in such capacity. Any repeal or modification of this Article Eleventh will only be prospective and will not affect the rights under this Article Eleventh in effect at the time of the occurrence of any actions or omissions to act giving rise to liability. Notwithstanding anything to the contrary contained elsewhere in this Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of a majority of the shares of Preferred Stock outstanding will be required to amend or repeal, or to adopt any provisions inconsistent with this Article Eleventh.

TWELFTH: Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation's stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law or the Corporation's Certificate of Incorporation or bylaws or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internalaffairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. If any provision or provisions of this Article Twelfth shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article Twelfth (including, without limitation, each portion of any sentence of this Article Twelfth containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

THIRTEENTH: For purposes of Section 500 of the California Corporations Code (to the extent applicable), in connection with any repurchase of shares of Common Stock permitted under this Amended and Restated Certificate of Incorporation from employees, officers, directors or consultants of the Corporation in connection with a termination of employment or services pursuant to agreements or arrangements approved by the .Board of Directors (in addition to any other consent required under this Amended and Restated Certificate of Incorporation), such repurchase may be made without regard to any "preferential dividends arrears amount" or "preferential rights amount" (as those terms are defined in Section 500 of the California Corporations Code). Accordingly, for purposes of making any calculation under California Corporations Code Section 500 in connection with such repurchase, the amount of any "preferential dividends arrears amount" or "preferential rights amount" (as those terms are defined therein) shall be deemed to be zero (0).

3. That the foregoing amendment and restatement was approved by the holders of the requisite number of shares of this corporation in accordance with Section 228 of the General Corporation Law.

4. That this Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of this Corporation's Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law.

IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on this 4th day of February, 2022.

WEECARE, INC.

By: /s/ Jessica Chang
Jessica Chang
President and Chief .Executive Officer

WEECARE, INC.
a Delaware corporation

AMENDED AND RESTATED BYLAWS
As Adopted August 15, 2017
As Amended and Restated Feburary 4, 2022

WEECARE, INC.
a Delaware corporation

AMENDED AND RESTATED BYLAWS
As Adopted August 17, 2017
As Amended and Restated February 4, 2022
ARTICLE I: STOCKHOLDERS
Section 1.1: Annual Meetings. Unless members of the Board of Directors of the Corporation (the "Board") are elected by written consent in lieu of an annual meeting, as permitted by Section 211 of the Delaware General Corporation Law (the "DGCL") and these Bylaws, an annual meeting of stockholders shall be held for the election of directors at such date and time as the Board shall each year fix. The meeting may be held either at a place, within or without the State of Delaware, or by means of remote communication as the Board in its sole discretion may determine. Any proper business may be transacted at the annual meeting.

Section 1.2: Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Chairperson of the Board, the Chief Executive Officer, the President, the holders of shares of the Corporation that are entitled to cast not less than ten percent (10%) of the total number of votes entitled to be cast by all stockholders at such meeting, or by a majority of the "Whole Board," which shall mean the total number of authorized directors, whether or not there exist any vacancies in previously authorized directorships. Special meetings may not be called by any other person or persons. If a special meeting of stockholders is called by any person or persons other than by a majority of the members of the Board, then such person or persons shall request such meeting by delivering a written request to call such meeting to each member of the Board, and the Board shall then determine the time and date of such special meeting, which shall be held not more than one hundred twenty (120) days nor less than thirty-five (35) days after the written request to call such special meeting was delivered to each member of the Board. The special meeting may be held either at a place, within or without the State of Delaware, or by means of remote communication as the Board in its sole discretion may determine.

Section 1.3: Notice of Meetings. Notice of all meetings of stockholders shall be given in writing or by electronic transmission in the manner provided by law (including, without limitation, as set forth in Section 7.1.1 of these Bylaws) stating the date, time and place, if any, of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by applicable law or the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the "Certificate of Incorporation"), such notice shall be given not less than ten (10), nor more than sixty (60), days before the date of the meeting to each stockholder of record entitled to vote at such meeting.

Section 1.4: Adjournments. The chairperson of the meeting shall have the power to adjourn the meeting to another time, date and place (if any). Any meeting of stockholders may adjourn from time to time, and notice need not be given of any such adjourned meeting if the time, date and place (if any) thereof and the means of remote communications (if any) by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned

meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty (30) days, or if a new record date is fixed for the adjourned meeting, then a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting the Corporation may transact any business that might have been transacted at the original meeting. To the fullest extent permitted by law, the Board may cancel, postpone or reschedule any previously scheduled special or annual meeting of stockholders before it is to be held, in which case notice shall be provided to the stockholders of the new date, time and place, if any, of the meeting as provided in Section 1.3 above.

Section 1.5: Quorum. At each meeting of stockholders the holders of a majority of the voting power of the shares of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business, unless otherwise required by applicable law, the Certificate of Incorporation or these Bylaws. If a quorum shall fail to attend any meeting, the chairperson of the meeting or the holders of a majority of the voting power of the shares entitled to vote who are present, in person or by proxy, at the meeting may adjourn the meeting. Shares of the Corporation's stock belonging to the Corporation (or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation are held, directly or indirectly, by the Corporation), shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any other corporation to vote any shares of the Corporation's stock held by it in a fiduciary capacity and to count such shares for purposes of determining a quorum.

Section 1.6: Organization. Meetings of stockholders shall be presided over by such person as the Board may designate, or, in the absence of such a person, the Chairperson of the Board, or, in the absence of such person, the President of the Corporation, or, in the absence of such person, such person as may be chosen by the holders of a majority of the voting power of the shares entitled to vote who are present, in person or by proxy, at the meeting. Such person shall be chairperson of the meeting and, subject to Section 1.11 hereof, shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seems to him or her to be in order. The Secretary of the Corporation shall act as secretary of the meeting, but in such person's absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7: Voting; Proxies. Each stockholder entitled to vote at a meeting of stockholders, or to take corporate action by written consent without a meeting, may authorize another person or persons to act for such stockholder by proxy. Such a proxy may be prepared, transmitted and delivered in any manner permitted by applicable law. Except as may be required in the Certificate of Incorporation, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Unless otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, every matter other than the election of directors shall be decided by the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote on such matter that are present in person or represented by proxy at the meeting and are voted for or against the matter.

Section 1.8: Fixing Date for Determination of Stockholders of Record.

1.8.1 Meeting of Stockholders. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

1.8.2 Payment of Dividends; Other Lawful Action. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

1.8.3 Action by Written Consent. Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board, (i) when no prior action of the Board is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board is required by law, the record date for such purpose shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

Section 1.9: List of Stockholders Entitled to Vote. The Corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical

order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, either on a reasonably accessible electronic network as permitted by law (provided that the information required to gain access to the list is provided with the notice of the meeting) or during ordinary business hours at the principal place of business of the Corporation. If the meeting is held at a location where stockholders may attend in person, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present at the meeting. If the meeting is held solely by means of remote communication, then the list shall be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access the list shall be provided with the notice of the meeting.

Section 1.10: Action by Written Consent of Stockholders.

1.10.1 Procedure. Unless otherwise provided by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed in the manner permitted by law by the holders of outstanding stock having not less than the number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, to its principal place of business or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the agent of the Corporation's registered office in the State of Delaware shall be by hand or by certified or registered mail, return receipt requested. Written stockholder consents shall bear the date of signature of each stockholder who signs the consent in the manner permitted by law and shall be delivered to the Corporation as provided in Section 1.10.2 below. No written consent shall be effective to take the action set forth therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner required by law, written consents signed by a sufficient number of stockholders to take the action set forth therein are delivered to the Corporation in the manner required by law.

1.10.2 Form of Consent A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxy holder, or a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (a) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (b) the date on which such stockholder or proxy holder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are

recorded. Delivery made to a Corporation's registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

1.10.3 Notice of Consent. Prompt notice of the taking of corporate action by stockholders without a meeting by less than unanimous written consent of the stockholders shall be given to those stockholders who have not consented thereto in writing and, who, if the action had been taken at a meeting, would have been entitled to notice of the meeting, if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as required by law. If the action which is consented to is such as would have required the filing of a certificate under the DGCL if such action had been voted on by stockholders at a meeting thereof, then if the DGCL so requires, the certificate so filed shall state, in lieu of any statement required by the DGCL concerning any vote of stockholders, that written stockholder consent has been given in accordance with Section 228 of the DGCL.

Section 1.11: Inspectors of Elections.

1.11.1 Applicability. Unless otherwise required by the Certificate of Incorporation or by the DGCL, the following provisions of this Section 1.11 shall apply only if and when the Corporation has a class of voting stock that is: (a) listed on a national securities exchange; (b) authorized for quotation on an interdealer quotation system of a registered national securities association; or (c) held of record by more than two thousand (2,000) stockholders. In all other cases, observance of the provisions of this Section 1.11 shall be optional, and at the discretion of the Board.

1.11.2 Appointment. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting.

1.11.3 Inspector's Oath. Each inspector of election, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector's ability.

1.11.4 Duties of Inspectors. At a meeting of stockholders, the inspectors of election shall (a) ascertain the number of shares outstanding and the voting power of each share, (b) determine the shares represented at a meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period of time a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The

inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

1.11.5 Opening and Closing of Polls. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced by the chairperson of the meeting at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery upon application by a stockholder shall determine otherwise.

1.11.6 Determinations. In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in connection with proxies in accordance with any information provided pursuant to Section 211(a)(2)(B)(i) of the DGCL, or Sections 211(e) or 212(c)(2) of the DGCL, ballots and the regular books and records of the Corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification of their determinations pursuant to this Section 1.11 shall specify the precise information considered by them, including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors' belief that such information is accurate and reliable.

ARTICLE II: BOARD OF DIRECTORS
Section 2.1: Number; Qualifications. The Board shall consist of one or more members.

Unless otherwise required by law or the Certificate of Incorporation, the number of directors shall be fixed from time to time by resolution of a majority of the Whole Board or the stockholders of the Corporation holding at least a majority of the voting power of the Corporation's outstanding stock then entitled to vote at an election of directors. No decrease in the authorized number of directors constituting the Board shall shorten the term of any incumbent director. Directors need not be stockholders of the Corporation.

Section 2.2: Election; Resignation; Removal; Vacancies. The Board shall initially consist of the person or persons elected by the incorporator or named in the Corporation's initial Certificate of Incorporation. Unless otherwise provided by the Certificate of Incorporation, each director shall hold office until the next annual meeting of stockholders and until such director's successor is duly elected and qualified, or until such director's earlier death, resignation or removal. Any director may resign at any time upon written notice or notice by electronic transmission to the Corporation. Except as otherwise provided by the Certificate of Incorporation or applicable law, (a) any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors and (b) any vacancy occurring in the Board for any reason, and any newly created directorship resulting from any increase in the authorized number of directors to be elected by all stockholders having the right to vote as a single class, may be filled by the stockholders or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

Section 2.3: Regular Meetings. Regular meetings of the Board may be held at such places, within or without the State of Delaware, and at such times as the Board may from time to time determine. Notice of regular meetings need not be given if the date, times and places thereof are fixed by resolution of the Board.

Section 2.4: Special Meetings. Special meetings of the Board may be called by the Chairperson of the Board, the President or a majority of the members of the Board then in office and may be held at any time, date or place, within or without the State of Delaware, as the person or persons calling the meeting shall fix. Notice of the time, date and place of such meeting shall be given, orally, in writing or by electronic transmission (including electronic mail), by the person or persons calling the meeting to all directors at least four (4) days before the meeting if the notice is mailed, or at least twenty-four (24) hours before the meeting if such notice is given by telephone, hand delivery, telegram, telex, mailgram, facsimile, electronic mail or other means of electronic transmission. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.

Section 2.5: Remote Meetings Permitted. Members of the Board, or any committee of the Board, may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to conference telephone or other communications equipment shall constitute presence in person at such meeting.

Section 2.6: Quorum; Vote Required for Action. Subject to Section 2.2 above regarding the ability of the members of the Board to fill a vacancy or newly -created directorship on the Board, at all meetings of the Board, the presence a majority of the then current members of the Board shall constitute a quorum for the transaction of business; provided, however, that such majority shall constitute at least one-third (1/3) of the Whole Board. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date or time without further notice thereof. Except as otherwise provided herein or in the Certificate of Incorporation, or required by law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 2.7: Organization. Meetings of the Board shall be presided over by the Chairperson of the Board, or in such person's absence by the President, or in such person's absence by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in such person's absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8: Written Action by Directors. Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, respectively, in the minute books of the Corporation. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.9: Powers. The Board may, except as otherwise required by law or the Certificate of Incorporation, exercise all such powers and manage and direct all such acts and things as may be exercised or done by the Corporation.

Section 2.10: Compensation of Directors. Members of the Board, as such, may receive, pursuant to a resolution of the Board, fees and other compensation for their services as directors, including without limitation their services as members of committees of the Board.

ARTICLE III: COMMITTEES
Section 3.1: Committees. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting of such committee who are not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving, adopting, or recommending to the stockholders any action or matter (other than the election or removal of members of the Board) expressly required by the DGCL to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the Corporation.

Section 3.2: Committee Rules. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these Bylaws.

ARTICLE IV: OFFICERS
Section 4.1: Generally. The officers of the Corporation shall consist of a Chief Executive Officer (who may be the Chairperson of the Board or the President), a Secretary and a Treasurer and may consist of such other officers, including a Chief Financial Officer, Chief Technology Officer and one or more Vice Presidents, as may from time to time be appointed by the Board. All officers shall be elected by the Board; provided, however, that the Board may empower the Chief Executive Officer of the Corporation to appoint any officer other than the Chairperson of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or the Treasurer. Each officer shall hold office until such person's successor is appointed or until such person's earlier resignation, death or removal. Any number of offices may be held by the same person. Any officer may resign at any time upon written notice to the Corporation. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Board.

Section 4.2: Chief Executive Officer. Subject to the control of the Board and such supervisory powers, if any, as may be given by the Board, the powers and duties of the Chief Executive Officer of the Corporation are:
(a) To act as the general manager and, subject to the control of the Board, to have general supervision, direction and control of the business and affairs of the Corporation;
(b) Subject to Article I, Section 1.6, to preside at all meetings of the stockholders;
(c) Subject to Article I, Section 1.2, to call special meetings of the stockholders to be held at such times and, subject to the limitations prescribed by law or by these Bylaws, at such places as he or she shall deem proper; and
(d) To affix the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board or which, in the judgment of the Chief Executive Officer, should be executed on behalf of the Corporation; to sign certificates for shares of stock of the Corporation; and, subject to the direction of the Board, to have general charge of the property of the Corporation and to supervise and control all officers, agents and employees of the Corporation.

The President shall be the Chief Executive Officer of the Corporation unless the Board shall designate another officer to be the Chief Executive Officer. If there is no President, and the Board has not designated any other officer to be the Chief Executive Officer, then the Chairperson of the Board shall be the Chief Executive Officer.

Section 4.3: Chairperson of the Board. The Chairperson of the Board shall be chosen from among the members of the Board and shall have the power to preside at all meetings of the Board and shall have such other powers and duties as provided in these Bylaws and as the Board may from time to time prescribe.

Section 4.4: President. The Chief Executive Officer shall be the President of the Corporation unless the Board shall have designated one individual as the President and a different individual as the Chief Executive Officer of the Corporation. Subject to the provisions of these Bylaws and to the direction of the Board, and subject to the supervisory powers of the Chief Executive Officer (if the Chief Executive Officer is an officer other than the President), and subject to such supervisory powers and authority as may be given by the Board to the Chairperson of the Board, and/or to any other officer, the President shall have the responsibility for the general management and control of the business and affairs of the Corporation and the general supervision and direction of all of the officers, employees and agents of the Corporation (other than the Chief Executive Officer, if the Chief Executive Officer is an officer other than the President) and shall perform all duties and have all powers that are commonly incident to the office of President or that are delegated to the President by the Board.

Section 4.5: Vice President. Each Vice President shall have all such powers and duties as are commonly incident to the office of Vice President, or that are delegated to him or her by the Board or the Chief Executive Officer. A Vice President may be designated by the Board to perform

the duties and exercise the powers of the Chief Executive Officer in the event of the Chief Executive Officer's absence or disability.

Section 4.6: Chief Financial Officer. The Chief Financial Officer shall be the Treasurer of the Corporation unless the Board shall have designated another officer as the Treasurer of the Corporation. Subject to the direction of the Board and the Chief Executive Officer, the Chief Financial Officer shall perform all duties and have all powers that are commonly incident to the office of Chief Financial Officer.

Section 4.7: Treasurer. The Treasurer shall have custody of all moneys and securities of the Corporation. The Treasurer shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions. The Treasurer shall also perform such other duties and have such other powers as are commonly incident to the office of Treasurer, or as the Board or the Chief Executive Officer may from time to time prescribe.

Section 4.8: Chief Technology Officer. The Chief Technology Officer shall have responsibility for the general research and development activities of the Corporation, for supervision of the Corporation's research and development personnel, for new product development and product improvements, for overseeing the development and direction of the Corporation's intellectual property development and such other responsibilities as may be given to the Chief Technology Officer by the Board, subject to: (a) the provisions of these Bylaws; (b) the direction of the Board; (c) the supervisory powers of the Chief Executive Officer of the Corporation; and (d) those supervisory powers that may be given by the Board to the Chairperson or Vice Chairperson of the Board.

Section 4.9: Secretary. The Secretary shall issue or cause to be issued all authorized notices for, and shall keep, or cause to be kept, minutes of all meetings of the stockholders and the Board. The Secretary shall have charge of the corporate minute books and similar records and shall perform such other duties and have such other powers as are commonly incident to the office of Secretary, or as the Board or the Chief Executive Officer may from time to time prescribe.

Section 4.10: Delegation of Authority. The Board may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 4.11: Removal. Any officer of the Corporation shall serve at the pleasure of the Board and may be removed at any time, with or without cause, by the Board; provided that if the Board has empowered the Chief Executive Officer to appoint any Vice Presidents of the Corporation, then such Vice Presidents may be removed by the Chief Executive Officer. Such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation.

ARTICLE V: STOCK
Section 5.1: Certificates. The shares of capital stock of the Corporation shall be repre- sented by certificates; provided, however, that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock may be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered

to the Corporation (or the transfer agent or registrar, as the case may be). Notwithstanding the adoption of such resolution by the Board, every holder of stock that is represented by a certificate shall be entitled to have a certificate signed by or in the name of the Corporation by any two authorized officers representing the number of shares owned by such stockholder in the Corporation registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

Section 5.2: Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates or Uncertificated Shares. The Corporation may issue a new certificate of stock, or uncertificated shares, in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner's legal representative, to agree to indemnify the Corporation and/or to give the Corporation a bond sufficient to indemnify it, against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

Section 5.3: Other Regulations. The issue, transfer, conversion and registration of stock certificates and uncertificated securities shall be governed by such other regulations as the Board may establish.

ARTICLE VI: INDEMNIFICATION
Section 6.1: Indemnification of Officers and Directors. Each person who was or is made a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that such person (or a person of whom such person is the legal representative), is or was a member of the Board or officer of the Corporation or a Reincorporated Predecessor (as defined below) or is or was serving at the request of the Corporation or a Reincorporated Predecessor as a member of the board of directors, officer or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (for purposes of this Article VI, an "Indemnitee"), shall be indemnified and held harmless by the Corporation to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith, provided such Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe the Indemnitee's conduct was unlawful. Such indemnification shall continue as to an Indemnitee who has ceased to be a director or officer and shall inure to the benefit of such Indemnitees' heirs, executors and administrators.

Notwithstanding the foregoing, the Corporation shall indemnify any such Indemnitee seeking indemnity in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if

such Proceeding (or part thereof) was authorized by the Board or such indemnification is authorized by an agreement approved by the Board. As used herein, the term the "Reincorporated Predecessor" means a corporation that is merged with and into the Corporation in a statutory merger where (a) the Corporation is the surviving corporation of such merger and (b) the primary purpose of such merger is to change the corporate domicile of the Reincorporated Predecessor to Delaware.

Section 6.2: Advance of Expenses. The Corporation shall pay all expenses (including attorneys' fees) incurred by such an Indemnitee in defending any such Proceeding as they are incurred in advance of its final disposition; provided, however, that (a) if the DGCL then so requires, the payment of such expenses incurred by such an Indemnitee in advance of the final disposition of such Proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it should be determined ultimately by final judicial decision from which there is no appeal that such Indemnitee is not entitled to be indemnified under this Article VI or otherwise; and (b) the Corporation shall not be required to advance any expenses to a person against whom the Corporation directly brings a claim, in a Proceeding, alleging that such person has breached such person's duty of loyalty to the Corporation, committed an act or omission not in good faith or that involves intentional misconduct or a knowing violation of law, or derived an improper personal benefit from a transaction.

Section 6.3: Non -Exclusivity of Rights. The rights conferred on any person in this Article VI shall not be exclusive of any other right that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaw, agreement, vote or consent of stockholders or disinterested directors, or otherwise. Additionally, nothing in this Article VI shall limit the ability of the Corporation, in its discretion, to indemnify or advance expenses to persons whom the Corporation is not obligated to indemnify or advance expenses pursuant to this Article VI.

Section 6.4: Indemnification Contracts. The Board is authorized to cause the Corporation to enter into indemnification contracts with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing indemnification or advancement rights to such person.

Such rights may be greater than those provided in this Article VI.

Section 6.5: Right of Indemnitee to Bring Suit. The following shall apply to the extent not in conflict with any indemnification contract provided for in Section 6.4 above.

6.5.1 Right to Bring Suit. If a claim under Section 6.1 or 6.2 of this Article VI is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Page OD of 619

advancement of expenses) it shall be a defense that, and (b) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in applicable law.

6.5.2 Effect of Determination. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in applicable law, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit.

6.5.3 Burden of Proof. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VI, or otherwise, shall be on the Corporation.

Section 6.6: Nature of Rights. The rights conferred upon Indemnitees in this Article VI shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the Indemnitee's heirs, executors and administrators. Any amendment, repeal or modification of any provision of this Article VI that adversely affects any right of an Indemnitee or an Indemnitee's successors shall be prospective only, and shall not adversely affect any right or protection conferred on a person pursuant to this Article VI and existing at the time of such amendment, repeal or modification.

ARTICLE VII: NOTICES
Section 7.1: Notice.

7.1.1 Form and Delivery. Except as otherwise specifically required in these Bylaws (including, without limitation, Section 7.1.2 below) or by law, all notices required to be given pursuant to these Bylaws shall be in writing and may, (a) in every instance in connection with any delivery to a member of the Board, be effectively given by hand delivery (including use of a delivery service), by depositing such notice in the mail, postage prepaid, or by sending such notice by prepaid telegram, cablegram, overnight express courier, facsimile, electronic mail or other form of electronic transmission and (b) be effectively be delivered to a stockholder when given by hand delivery, by depositing such notice in the mail, postage prepaid or, if specifically consented to by the stockholder as described in Section 7.1.2 of this Article VII by sending such notice by telegram, cablegram, facsimile, electronic mail or other form of electronic transmission. Any such notice shall be addressed to the person to whom notice is to be given at such person's address as it appears on the records of the Corporation. The notice shall be deemed given (a) in the case of hand delivery, when received by the person to whom notice is to be given or by any person accepting such notice on behalf of such person, (b) in the case of delivery by mail, upon deposit in the mail,

(c) in the case of delivery by overnight express courier, when dispatched, and (d) in the case of delivery via telegram, cablegram, facsimile, electronic mail or other form of electronic transmission, when dispatched.

7.1.2 Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation, or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given in accordance with Section 232 of the DGCL. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if (a) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (b) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to this Section 7.1.2 shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of such posting and the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder.

7.1.3 Affidavit of Giving Notice. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given in writing or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 7.2: Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, a written waiver of notice, signed by the person entitled to notice, or waiver by electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any waiver of notice.

ARTICLE VIII: INTERESTED DIRECTORS
Section 8.1: Interested Directors. No contract or transaction between the Corporation and one or more of its members of the Board or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are members of the board of directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof that authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if: (a) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed

or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (b) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a committee thereof, or the stockholders.

Section 8.2: Quorum. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

ARTICLE IX: MISCELLANEOUS
Section 9.1: Annual Report. During such time or times that the Corporation is subject to Section 1501 of the California General Corporation Law, if and so long as there are fewer than one hundred (100) holders of record of the Corporation's shares, the requirement of sending of an annual report to the stockholders of the Corporation is hereby expressly waived.

Section 9.2: Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board.

Section 9.3: Seal. The Board may provide for a corporate seal, which may have the name of the Corporation inscribed thereon and shall otherwise be in such form as may be approved from time to time by the Board.

Section 9.4: Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on or by means of, or be in the form of, diskettes, CDs, or any other information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to any provision of the DGCL.

Section 9.5: Reliance upon Books and Records. A member of the Board, or a member of any committee designated by the Board shall, in the performance of such person's duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation's officers or employees, or committees of the Board, or by any other person as to matters the member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 9.6: Certificate of Incorporation Governs. In the event of any conflict between the provisions of the Certificate of Incorporation and Bylaws, the provisions of the Certificate of Incorporation shall govern.

Section 9.7: Severability. If any provision of these Bylaws shall be held to be invalid, illegal, unenforceable or in conflict with the provisions of the Certificate of Incorporation, then such provision shall nonetheless be enforced to the maximum extent possible consistent with such

holding and the remaining provisions of these Bylaws (including without limitation, all portions of any section of these Bylaws containing any such provision held to be invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation, that are not themselves invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation) shall remain in full force and effect.

ARTICLE X: FORUM SELECTION
Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the United States Securities Act of 1933, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder. Any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X.

ARTICLE XI: AMENDMENT
Unless otherwise required by the Certificate of Incorporation, stockholders of the Corporation holding at least a majority of the voting power of the Corporation's outstanding voting stock then entitled to vote at an election of directors shall have the power to adopt, amend or repeal Bylaws. To the extent provided in the Certificate of Incorporation, the Board shall also have the power to adopt, amend or repeal Bylaws of the Corporation.

CERTIFICATION OF AMENDED AND RESTATED BYLAWS
OF
WEECARE, INC.
a Delaware corporation
I, Jessica Chang, certify that I am Secretary of WeeCare, Inc., a Delaware corporation (the "Corporation"), that I am duly authorized to make and deliver this certification, that the attached Amended and Restated Bylaws are a true and complete copy of the Amended and Restated Bylaws of the Corporation in effect as of the date of this certificate.

Dated: February 4, 2022
3t,SSica
Jessica Chang, Secretary

COUNTY OF RIVERSIDE

COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
APPLICATION FOR CITY OF Beaumont
2025-2026 CDBG ALLOCATION
I. GENERAL INFORMATION
Applying Organization Name: City of Beaumont
Type of Organization: Non -Profit Organization ❑ Faith Based Organization X Cooperating City
For -Profit Organization ❑ Institution of Higher Education Organization Address:550 E. 6th Street
City: Beaumont
Mailing Address: 550 E. 6th Street
Zip Code: 92223
City: Beaumont
Telephone Number: 951-769-8520
Executive Director: Elizabeth Gibbs, City Manager
Zip Code: 92223
Fax Number:

Telephone Number: 951-769-8520
Program Manager: Carole Kendrick
E-mail: [email protected]
Telephone Number: 951-769-8520 Ex 499
Grant Writer:

E-mail: [email protected]
Address (If different from above):

Telephone Number: E-mail:

II. ORGANIZATIONAL HISTORY (This is applicable only if you are a non-profit organization) Date Organization founded:

Date Organization incorporated as a non-profit organization (Attach Articles of Incorporation and Bylaws):

Federal identification number:

DUNS Number:

Organization Web Address:

Does your Organization expend $750,000 or more a year in federal funds? Y n or N Number of paid staff:

Number of volunteers:

Members/Board of Directors (Attach):

III. PROJECT ACTIVITY
A. Name of Project: Pedestrian Safety
B. Specific Location of Project
(Attach Project Map - include street address; if a street address has not been assigned provide APN) Street or APN: Multiple
City: Beaumont Zip Code: 92223
C. CDBG Funds Requested: 151000
(total amount for the project only)
D. Where will the proposed activity occur (be specific as to the geographic boundaries)? If the project involves a new or existing facility, what is the proposed service/benefit area for the facility? See attached map.

E. In which City (ies)/Communities does the activity occur? City (ies): Beaumont
Community (ies): Old town Beaumont Census Tract 439 & 440 NOTE: HWS will make the final determination of the appropriate service area of all proposals.

F. If this project benefits residents of more than one community or jurisdiction, have requests been submitted to those other entitlement jurisdictions? (i.e., County district(s) 15t, 2ra 3rd 4th and/or 5th, City of Palm Springs, City of Moreno Valley, City of Riverside, etc.) 1

G. Check ONLY the applicable category your application represents.

Public Service
n Homeless Activities
n Real Property Acquisition (Must consult with HWS prior to submitting application) n Housing
n Rehabilitation/Preservation (please provide picture of structure) Public n Facilities (construction)
n Infrastructure (i.e. Streets, Sewer, Sidewalk, etc.)
n Other: (provide description) installation and/or repair of sidewalks/curbs H. Respond to A & B only if this application is for a public service project. (a) Is this a NEW service provided by your agency? Yes n No n (b) If service is not new, will the existing public service activity level be substantially increased or improved?
Yes it will be increased and improved
IV. PROJECT NARRATIVE
A. Provide a detailed Project Description. The description should only address or discuss the specific activities, services, or project that is to be assisted with CDBG funds. If CDBG funds will assist the entire program or activity, then provide a description of the entire program or activity:

The City seeks to improve pedestrian safety in the downtown (DAC) area and immediate surrounding areas The city has dedicated funding to the project but would like to allocate CDBG funds as well to help with the cost of installing sidewalk, curb and gutters where non existed prior and/or to repair existing sidewalks. 2

B. Provide a detailed description of the proposed use of the CDBG funds only (e.g. client scholarships, purchase of specific equipment, rent, supplies, utilities, salaries, etc.):

Proposed use of funds ill be for the purchase of materials to restore inoperable street lighting. The City currently has funding allocated to this program and the CDBG funds would be coupled with the funding allocated for FY25-26.

C. What are the goals and objectives of the project, service, or activity? How will you measure and evaluate the success of the project to meet these goals and objectives (measures should be qualitative)?
The goal of the program is to improve public safety by installing or repairing sidewalks, curbs and gutters.

D. Please identify the project milestones using an Estimated Timeline for Project Implementation:

This project will be ongoing but expenditure of these funds will be during the Fiscal Year of 2025-2026.
3

V. PROJECT BENEFIT
A. Indicate the number of people or households that will directly benefit from your proposal using CDBG funds: Note: This is based on the expected number of clients to be served if the County funds your project for the requested amount.

N/A
B. Indicate the number of unduplicated clients that will be served (An unduplicated client is counted only once, no matter how many direct services the client receives during a funding year):

N/A
C. Length of proposed CDBG-funded activities or service (weeks, months, year):

Throughout the fiscal year of 2025-2026.

D. Service will be provided to (check one or more):
❑ Men ❑ Seniors
n Women n Severely Disabled Adults
Children (Range of children's ages : ) n Migrant Farm Workers Homeless (Number of beds at facility : ) n Families
4

E. What methods will be used for community involvement to assure that all who might benefit from the project are provided an opportunity to participate?
City staff has held community meetings throughout the DAC area this year to gain input from residents and property owners on concerns in th area. This proposal is a result of that input.

F. What evidence is there of a long-term commitment to the proposal? Describe how you plan to continue the work (project) after the CDBG funds are expended?
City Council has allocated funding in the current and future CIP budgets for ongoing installation and repair of sidewalks.

VI. National Objective
All CDBG-funded activities must meet at least one of the following National Objectives of the CDBG program. Indicate the category of National Objective to be met by your activity.

CATEGORY A: Benefit to low -moderate income persons (must be documented). Please choose either subcategory 1 or 2:

1. Limited Clientele:

The project serves clientele that will provide documentation of their family size, income, and ethnicity.

Identify the procedure you currently have in place to document that at least 51% of the clientele you serve are low -moderate income persons.
5

2. Clientele presumed to be principally low- and moderate -income persons:

The following groups are presumed by HUD to meet this criterion. You will be required to submit a certification from the client (s) that they fall into one of the following presumed categories.

The activity will benefit (check one or more)
n Abused children n Homeless persons
n Battered spouses n Illiterate adults
n Elderly persons n Persons living with AIDS
ri Severely disabled adults n Migrant Farm workers
a. Describe the clientele above to be served by this activity:
b. Discuss how this project directly benefits low- and moderate- income residents:

CATEGORY B: Area Benefit - The project or facility serves, or is available to, ALL persons located within an area where at least 51% of the residents are low/moderate-income. (Applicant is welcome to contact a County of Riverside, HWS CDBG Program Manager for Census Information) 2020 Census Tract and Block Group numbers:
439
440
Total population in Census Tract(s) / block group(s): 3720 Total percentage of low -moderate population in Census Tract(s) / block group(s): 57% 6

CATEGORY C: Activities undertaken to create or retain permanent jobs, at least 51% of which will be made available to or held by low/moderate-income persons.

Proposed Job Creation/Retention
Total Jobs Expected to Create:

Total Jobs Expected to Retain:

CATEGORY D: Activities that provide assistance to micro -enterprise owners/developers who are low/moderate-income.

Proposed Assistance to Businesses
New Businesses expected to assist:

Existing Businesses expected to assist:

Enter Total Businesses expected to assist:

VII. FINANCIAL INFORMATION
A. Proposed Project Budget
Complete the following annual program budget to begin July 1, 2025. If your proposed CDBG-funded activity will start on a date other than July 1, 2025, please indicate starting date. Provide total Budget information and distribution of CDBG funds in the proposed budget.

The budgeted items are for the specific activity for which you are requesting CDBG funding - NOT for the budget of the "entire" organization or agency. (Note: CDBG funds requested must match amount requested in Project Activity, C above.)
(EXAMPLE: The Valley Senior Center is requesting funding for a new Senior Nutritional Program. The total cost of the program is $15,000 and $10,000 in CDBG funds is being requested for operating expenses associated with the proposed activity. The total Activity/Project Budget will include $5,000 of other non-CDBG funding and $10,000 in CDBG funds for a Grand Total of $15,000).

TOTAL ACTIVITY/

PROJECT BUDGET
(Include non-CDBG Funds
and CDBG Funds)
I. Personnel
A. Salaries & Wages
B. Fringe Benefits
C. Consultants & Contract Services

PERSONNEL SUB -TOTAL
$
$
$
$

CDBG FUNDS
REQUESTED -Only
7

II. Non -Personnel
A. Space Costs $ $
B. Rental, Lease or Purchase of
Equipment $ $
C. Consumable Supplies $ $
D. Travel $ $
E. Telephone $ $
F. Utilities $ $
G. Other Costs $ $
NON -PERSONNEL SUB -TOTAL: $ $ 151,000
III. Other
A. Architectural/Engineering Design $ $
B. Acquisition of Real Property $ $
C. Construction/Rehabilitation $ $
D. Indirect Costs $ $
E. Other $ $
OTHER SUB -TOTAL: $ $
GRAND TOTAL: $ $ 151,000
B. Leveraging
List other funding sources and amounts (commitments or applications) which will assist in the implementation of this activity. Current and pending evidence of leveraging commitments/applications must be submitted with application. (Attach) Federal:

State/Local:

Private:

Fees:

Donations:

Other:
8

C. What type of long-term financial commitment is there to the proposal? Describe how you plan to continue the work (project) after the CDBG funds are expended? City Council has allocated $1M to downtown improvements including public safety improvements ad infrastructure repairs.

D. Provide a summary by line item of your organization's previous year's income and expense statement. (Attach)
E. Does this project benefit residents of more than one community or jurisdiction, have requests been submitted to those other jurisdictions? Yes n No
If yes, identify sources and indicate outcome.

If no, please explain.

F. Was this project or activity previously funded with CDBG? Yes ❑■ No ❑ If yes, when?
Fiscal years 23-24, 24-25.

Is this activity a continuation of a previously funded (CDBG) project? Yes ❑,/ No ❑ If yes, explain:

Fiscal years 23-24, 24-25.

VIII. MANAGEMENT CAPACITY
A. Describe your organization's experience in managing and operating project or activities funded with CDBG or other Federal funds.

CDBG Sidewalk Project 2007 - $121,198
CDBG Sidewalk Improvements 2014 - $153,438
CDBG Park Improvements - Rangel Park 2018-2020
CDBG Street Rehabilitation FY 21-22 $143,950
CDBG Pedestrian Safety Project FY23-24 $158,000
CDBG Sidewalk Improvements FY 24-25 $151,223
9

B. Management Systems
Does your organization have written and adopted management systems (i.e., policies and procedures) including personnel, procurement, property management, record keeping, financial management, etc.?
The City of Beaumont as required by government regulations has personnel, procurement, property management, record keeping, and all other required systems in place for project management.

C. Capacity
Please provide the names and qualifications of the person(s) that will be primarily responsible for the implementation and completion of the proposed project.

Carole Kendrick, Community Development Director
Robert Vestal, Public Works Director
10

IX. APPLICATION CERTIFICATION
Undersigned hereby certifies that (check box after reading each statement and digitally sign the document):

1. The information contained in the project application is complete and accurate.

2. The applicant agrees to comply with all Federal and County policies and requirements imposed upon the project or activity funded by the CDBG program.

3. The applicant acknowledges that the Federal assistance made available through the CDBG program funding will not be used to substantially reduce prior levels of local, (NON-CDBG) financial support for community development activities.

4. The applicant fully understands that any facility built or equipment purchased with CDBG funds shall be maintained and/or operated for the approved use throughout its economic life, pursuant to CDBG regulation.

5. If CDBG funds are approved, the applicant acknowledges that sufficient non-CDBG funds are available or will be available to complete the project as described within a reasonable timeframe.

6. On behalf of the applying organization, I have obtained authorization to submit this application for CDBG funding. (DOCUMENTATION ATTACHED Minute Action and/or written Board Approval signed by the Board President)
DATE:

Signature:

Print Name/Title
Authorized Representative:
11

CHECK -LIST:

The following required documents listed below have been attached. Any missing documentation to the application will be cause for the application to be reviewed as INELIGIBLE.

Yes No ATTACHMENT
El

1. Members/Board of Directors

2. Articles of Incorporation and Bylaws

3. Project Activity Map

4. Project Benefit, Category B, Low Mod Area Maps (Attach if applicable)

5. Leveraging (Current evidence of commitment)

6. Income and Expense Statement

7. Management Capacity (Detailed organizational chart)

8. Board Written Authorization approving submission of application 12

2-7-2024
02/09/2024

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS CLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WR/WC L

CLCLCLCLCLCLCLCLCLCLCLCLCLCLR/W R/WR/WR/W R/W
R/WR/WR/WCLCLCLCLCLTT INSTALL CURBRAMP TYPE CREMOVE LARGETREEREMOVE LARGETREEREMOVE LARGETREESDR/WR/WR/WINSTALL CURB INLETCATCH BASINGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400RELOCATE CANDLESTICKLIGHT POLERELOCATE CANDLE STICKLIGHT POLERELOCATE BLOW OFF(BY OTHERS)RELOCATE RP(BY OTHERS)CHANGE THE DOWN GUYTO QUEEN POSTRELOCATE HYDRANT(BY OTHERS)T SDINSTALL CURB INLETCATCH BASINREMOVE EXIST. C&GINSTALL NEW C&G(APPROX 30 LF)REMOVE EXIST. C&GINSTALL NEW C&G(APPROX 80 LF)INSTALL NEWSIDEWALKINSTALL NEWSIDEWALKREMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXIST. C&GINSTALL NEW C&G(APPROX 40 LF)22'22'40'40'80'6'6'12'12'2-7-202402/09/2024Page 510 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS CLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WCLCLCLCLR/WR/WCLCLCLCLR/WCLCLCLCLR/WR/WC&GC&GC&GC&G40'40'80'INSTALL DETECTABLEWARNING SURFACEINSTALL CURB RAMP TYPE AREMOVE LARGETREES (4)TREMOVE TREE STUMPTTTTREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHPROTECT POLE W/RETAINING CURBREMOVE EXIST. C&GINSTALL NEW C&G(APPROX 40 LF)REMOVE EXIST.SIDEWALK (20 LF)22'22'40'40'80'6'6'12'12'2-7-202402/09/2024Page 511 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS CLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WCLCLCLCLR/WCLCLCLCLR/W20'20'30'30'60'10'10'C&GC&G20'20'40'40'80'14'6'14'6'C&GC&GC&GC&GINSTALL CURB RAMP TYPE AINSTALL CURBRAMP TYPE BINSTALL CURBRAMP TYPE BTREMOVE LARGETREER/W REMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL CURB RAMP TYPE AREMOVE EXIST. C&GINSTALL NEW C&G(APPROX 50 LF)REMOVE EXIST. C&GINSTALL NEW C&G(APPROX 25 LF)22'22'40'40'80'6'6'12'12'2-7-202402/09/2024Page 512 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS © 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS R/W R/W

R/WCLCLCLCLCLCL CLCLR/W
R/WCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/W40'40'80'40'40'80'22'22'40'40'80'6'6'12'12'C&GC&GC&GC&GC&GC&GGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400TREMOVE SMALLTREES (2)TREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHRELOCATE HYDRANT(BY OTHERS)INSTALL CURBRAMP TYPE C (2)RELOCATE CANDLESTICK LIGHTPOLEINSTALL CURBRAMP TYPE C (2)INSTALL NEWC&G (50 LF)INSTALL NEWSIDEWALKREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGSIDEWALK (50 LF)INSTALL NEWSIDEWALKREMOVE TREESTUMPINSTALL CURBRAMP TYPE AINSTALL CURBRAMP TYPE AINSTALL NEWC&G (50 LF)REMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACH2-7-202402/09/2024Page 513 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS R/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WCLCLCLCLCLCLCLCLR/WR/W40'40'80'41'39'80'C&GC&GC&GC&GREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL CURBRAMP TYPE C (2)RELOCATE CANDLESTICK LIGHTPOLEINSTALL CURBRAMP TYPE C (2)INSTALL NEWC&G (50 LF)INSTALL CURBOUTLET DRAININSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400RELOCATE HYDRANT(BY OTHERS)INSTALL NEWSIDEWALKREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400INSTALL CURBRAMP TYPE AINSTALL CURBRAMP TYPE C (2)INSTALL CURBINLET CATCH BASININSTALL NEWC&G (50 LF)PROTECT IN PLACEEXISTING SD PIPETREMOVE LARGETREEREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400INSTALL NEWSIDEWALK40'40'80'2-7-202402/09/2024Page 514 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS R/WR/WR/WR/WR/WR/WR/WR/WCLCLCLCLCLCLCLCLCLCLCL20'20'40'40'80'6'6'14'14'INSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL CURBRAMP TYPE ATTTREMOVELARGE TREEREMOVELARGE TREEREMOVELARGE TREEGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400GO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400INSTALL NEWSIDEWALKREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400INSTALL CURBRAMP TYPE A2-7-202402/09/2024Page 515 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS © 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS R/WCLCLCLCLCLCLCLCLR/WR/WR/W40'40'CLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/W20'20'40'80'6'6'14'14'80'40'40'20'20'40'80'14'14'6'6'C&GC&GC&GC&GC&GC&GINSTALL CURBRAMP TYPE C (2)INSTALL NEWC&G (50 LF)RELOCATE CANDLESTICKLIGHT POLERELOCATE BLOW OFF(BY OTHERS)INSTALL CURBRAMP TYPE C (2)REMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHTREMOVE SMALLTREES (3)TTGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400GO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400INSTALL CURBRAMP TYPE C (2)INSTALL CURBRAMP TYPE C (2)INSTALL NEWC&G (50 LF)INSTALL NEWC&G (50 LF)INSTALL NEWC&G (50 LF)TREMOVE LARGETREETREMOVE LARGETREEINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGSIDEWALK (40 LF)REMOVE EXISTINGSIDEWALK (80 LF)2-7-202402/09/2024Page 516 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS CLCLCLCLCLCLCLCLR/WR/WR/WR/WCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/W20'40'20'40'80'14'20'6'6'14'40'20'6'14'40'80'14'6'22'22'40'40'80'6'6'12'12'C&GC&GC&GC&GINSTALL DETECTABLEWARNING SURFACEINSTALL CURBRAMP TYPE AINSTALL NEWC&G (50 LF)TREMOVE LARGETREETTTREMOVE SMALLTREES (3)GO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400INSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL CURBRAMP TYPE C (2)RELOCATE BLOW OFF(BY OTHERS)GO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400GO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400TREMOVE LARGETREEINSTALL CURBRAMP TYPE AINSTALL NEWC&G (50 LF)INSTALL NEWC&G (50 LF)TREMOVE LARGETREEINSTALL CURBRAMP TYPE C (2)RELOCATE BLOW OFF(BY OTHERS)INSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHTREMOVE LARGETREETREMOVE LARGETREEGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400INSTALL CURBRAMP TYPE A2-7-202402/09/2024Page 517 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS CLCLCLCLCLCLCLCLR/W R/W

R/W R/W
CLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WR/WR/WR/W20'20'40'40'80'6'6'14'14'20'20'40'40'80'14'6'14'6'40'40'80'C&GC&GC&GC&GC&GINSTALL CURBRAMP TYPE C (2)RELOCATE CANDLESTICKLIGHT POLEINSTALL CURBRAMP TYPE AINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL CURBRAMP TYPE ATREMOVE LARGETREEINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGSIDEWALK (10 LF)INSTALL NEW SIDEWALK2-7-202402/09/2024Page 518 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS R/WR/WR/WR/WR/WR/WCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WR/WCLCLCLCLCLCLCLCLR/W R/W R/W R/W 21'21'40'40'80'6'6'13'13'21'21'40'40'80'13'6'13'6'C&GC&GC&GC&GINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL CURBRAMP TYPE C (2)RELOCATE CANDLESTICKLIGHT POLEGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400INSTALL CURBRAMP TYPE BREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHTREMOVELARGE TREEINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400INSTALL CURBRAMP TYPE BREMOVE SMALLTREES (2)TTRELOCATE BLOW OFF(BY OTHERS)REMOVE TREESTUMPINSTALL CURBRAMP TYPE AREMOVE SMALLTREETREMOVE SMALLTREETINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEW SIDEWALKINSTALL NEW SIDEWALK40'40'80'2-7-202402/09/2024Page 519 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS CLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WCLCLCLCLR/WR/WCLCLCLCLCLCLCLCLR/WR/WR/W20'20'40'80'40'6'6'20'15'13'20'40'40'80'15'6'13'6'CLCLCLCLR/WR/W29'18'18'29'58'6'6'5'5'18'18'29'29'58'5'6'5'6'C&GC&GC&GC&GC&GC&GC&GC&GGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400INSTALL CURBRAMP TYPE AGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400RELOCATE CANDLESTICKLIGHT POLEINSTALL CURBRAMP TYPE C (2)RELOCATE CANDLESTICKLIGHT POLEINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHTREMOVE SMALLTREESRELOCATE BLOW OFF(BY OTHERS)INSTALL CURBRAMP TYPE BINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGSIDEWALK (10 LF)INSTALL CURBRAMP TYPE ATREMOVELARGE TREETREMOVELARGE TREETREMOVESMALL TREEINSTALL CURBRAMP TYPE AINSTALL CURBRAMP TYPE BGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400REMOVE EXISTINGSIDEWALK (10 LF)INSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHTREMOVESMALL TREEGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 40040'40'80'2-7-202402/09/2024Page 520 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS CLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/W20'20'40'40'80'6'6'14'14'REMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL CURBRAMP TYPE C (2)RELOCATE CANDLESTICKLIGHT POLEGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400INSTALL CURBRAMP TYPE BTREMOVE LARGETREEREMOVE EXISTINGSIDEWALK (30 LF)INSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHTREMOVESMALL TREEGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400GO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400GO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400GO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400INSTALL CURBRAMP TYPE ARELOCATE HYDRANT(BY OTHERS)TREMOVE LARGETREEINSTALL CURBRAMP TYPE B2-7-202402/09/2024Page 521 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS CLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WCLCLCLCLCLCLCLCLR/WR/WR/WR/W22'22'40'40'80'6'6'12'12'21'21'40'40'80'6'6'13'13'21'21'40'40'80'6'6'13'13'C&GC&GC&GC&GC&GC&GREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE TREE STUMPINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHTREMOVELARGE TREETREMOVESMALL TREE2-7-202402/09/2024Page 522 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS CLCLCLCLCLCLCLCLR/WR/WR/WR/WCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/W40'40'80'40'40'80'C&GC&GC&GC&GREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHTREMOVELARGE TREETREMOVELARGE TREETREMOVESMALL TREEINSTALL CURBRAMP TYPE ARELOCATE CANDLESTICK LIGHT POLEGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400INSTALL CURBRAMP TYPE AREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWC&G (50 LF)INSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHRELOCATE HYDRANT(BY OTHERS)INSTALL CURBRAMP TYPE AINSTALL CURBRAMP TYPE ATREMOVELARGE TREEINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHRELOCATE HYDRANT(BY OTHERS)40'40'80'2-7-202402/09/2024Page 523 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS CLCLCLCLCLCLCLCLR/WR/WR/WR/WCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/W22'22'40'40'80'6'12'20'40'40'80'6'14'C&GC&GC&GC&GREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL CURBRAMP TYPE BINSTALL DETECTABLEWARNING SURFACEREMOVE EXISTINGSIDEWALK (85 LF)REMOVE EXISTINGSIDEWALK (50 LF)REMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHTREMOVELARGE TREEGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400INSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHTREMOVELARGE TREEINSTALL CURBRAMP TYPE C (2)RELOCATE CANDLESTICK LIGHT POLEINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHREMOVE EXISTINGSIDEWALK (40 LF)40'40'80'2-7-202402/09/2024Page 524 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS R/WR/WR/WR/WR/WR/WCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WCLCLCLCLCLCLCLCLR/WR/WR/WR/W20'20'40'40'80'20'20'C&GC&GC&GC&GGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400TTTTREMOVESMALL TREES (4)INSTALL CURBRAMP TYPE AINSTALL CURBRAMP TYPE BREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHDRIVEWAY APPROACHINSTALL CURBRAMP TYPE BRELOCATE CANDLESTICK LIGHT POLEGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400INSTALL CURBRAMP TYPE C (2)INSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACH40'50'60'10'10'2-7-202402/09/2024Page 525 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS R/WR/WR/WR/WR/WR/WCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/W40'40'80'19'19'30'30'60'6'6'5'5'REMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGSIDEWALK (60 LF)REMOVE EXISTINGSIDEWALK (60 LF)TREMOVELARGE TREEINSTALL CURBRAMP TYPE C (2)RELOCATE CANDLESTICKLIGHT POLEGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400RELOCATE HYDRANT(BY OTHERS)INSTALL CURBRAMP TYPE BINSTALL NEWC&G (30 LF)REMOVE EXISTINGSIDEWALK (50 LF)TREMOVELARGE TREEINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL CURBRAMP TYPE BINSTALL CURBRAMP TYPE BR/WR/WR/W40'40'80'R/WR/W2-7-202402/09/2024Page 526 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS CLCLCLCLCLCLCLCLCLR/WR/WR/WR/WCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/W20'40'20'40'80'6'6'14'14'20'20'6'40'40'80'6'14'14'40'40'80'C&GC&GC&GC&GREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWC&G (80 LF)INSTALL NEWC&G (50 LF)INSTALL CURBRAMP TYPE C (2)GO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 4002-7-202402/09/2024Page 527 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS CLCLCLCLCLCLCLCLCLR/WR/WR/WR/WCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/W21'21'40'40'80'6'6'13'20'13'40'20'40'80'6'6'14'14'C&GC&GREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWC&G (100 LF)INSTALL NEWC&G (50 LF)INSTALL NEWC&G (100 LF)INSTALL NEWC&G (50 LF)INSTALL CURBRAMP TYPE C (2)GO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400INSTALL CURBRAMP TYPE BINSTALL NEWC&G (50 LF)REMOVE EXISTINGSIDEWALK (80 LF)REMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL CURBRAMP TYPE BINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACH40'40'80'2-7-202402/09/2024Page 528 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS CLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WR/W20'20'80'40'40'6'6'14'14'REMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWC&G (50 LF)INSTALL NEWC&G (30 LF)INSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWC&G (80 LF)2-7-202402/09/2024Page 529 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS CLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WCLCLCLCLCLCLCLCL R/WR/W20'20'40'40'80'6'6'14'14'20'20'40'40'80'6'6'14'14'21'40'21'40'80'6'6'13'13'C&GC&GC&GC&GC&GC&GINSTALL DETECTABLEWARNING SURFACETREMOVELARGE TREERELOCATE CANDLESTICK LIGHT POLEINSTALL CURBRAMP TYPE AREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHTTREMOVELARGE TREES (2)TTREMOVESMALL TREES (2)INSTALL NEWC&G (30)INSTALL NEWC&G (30)INSTALL CURBRAMP TYPE ARELOCATE HYDRANT(BY OTHERS)INSTALL CURBRAMP TYPE BINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACH2-7-202402/09/2024Page 530 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS CLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WCLCLCLCLCLCLCLCL R/WR/W21'21'40'40'6'80'6'21'13'13'21'40'40'80'6'6'13'13'20'20'40'40'80'6'6'14'14'C&GC&GC&GC&GC&GC&GREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHTTREMOVELARGE TREES (2)RELOCATE HYDRANT(BY OTHERS)REMOVE EXISTINGSIDEWALK (80 LF)INSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHTTREMOVELARGE TREES (2)TREMOVELARGE TREEGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400GO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400INSTALL NEWC&G (10)2-7-202402/09/2024Page 531 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS CLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WR/WCLCLCLCLCLCLCL31'31'50'100'50'6'6'13'13'31'31'50'50'100'6'6'13'13'19'21'40'40'80'6'6'15'13'C&GC&GC&GC&GC&GC&GGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400REMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEW COMMERCIALDRIVEWAY APPROACH PERRIVERSIDE COUNTY STDS.REMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHTREMOVELARGE TREE2-7-202402/09/2024Page 532 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS CLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WREMOVE EXISTINGSIDEWALK (20 FT)INSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHTREMOVESMALL TREEGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400GO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400GO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400INSTALL NEWC&G (80 LF)INSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHTREMOVELARGE TREETREMOVELARGE TREEGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400GO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400GO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 40040'40'80'2-7-202402/09/2024Page 533 of 619

© 2024 Microsoft Corporation © 2023 Maxar ©CNES (2023) Distribution Airbus DS CLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLCLR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WR/WCLCLCLCLCLCLCL20'40'20'40'80'6'6'14'14'21'20'40'40'80'6'6'14'13'20'20'40'40'80'6'6'14'14'C&GC&GC&GC&GREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400RELOCATE CANDLESTICK LIGHT POLETREMOVESMALL TREEINSTALL CURBRAMP TYPE C (2)INSTALL NEWC&G (20 LF)REMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHGO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400GO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400GO BEHIND SCE POLEPER RIVERSIDE COUNTYSTD. DWG. 400INSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWC&G (20 LF)REMOVE EXISTINGSIDEWALK (20 LF)INSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACHINSTALL NEWDRIVEWAY APPROACHREMOVE EXISTINGDRIVEWAY APPROACH2-7-202402/09/2024Page 534 of 619

BAUME ONTA -c A L I F O R N I
Staff Report
TO: City Council
FROM: Elizabeth Gibbs, City Manager
DATE November 19, 2024
SUBJECT: Special Event Fee Waiver
Description Consideration of Special Event Fee Waiver Request made by Beaumont Cherry Valley Recreation and Park District. Strategic Plan Target #5 — Quality of Life/Well-Being, Priority Level 2, Goal #5 Increase community events, arts and culture.

Background and Analysis:

Annually, the Beaumont Cherry Recreation and Park District (BCVRPD) hosts a Winterfest event that is open to the public. This year's Winterfest will be held on December 6th and 7th at Noble Creek Park, 390 Oak Valley Parkway. BCVRPD submitted an application stating there would be approximately 1,250 attendees, which categorizes the event as a Major Special Event per Beaumont Municipal Code Section

9.03.020 (Attachment A).

A Major Special Event Permit requires a deposit of $5,000 prior to the staff review. In this case BCVRPD is requesting a waiver of City fees associated with the event permit.

In November 2023, City Council adopted a Special Event Permit Application Fee Waiver Policy which included the following evaluation criteria:

The City will consider the following when reviewing a special event fee waiver request:

1. Whether the event is a benefit to the community.

2. Whether the event creates positive publicity for the city.

3. The city's cost of providing services for/to the event.

4. Whether there are revenues that can be used to offset the impact of a fee waiver on the general fund.

5. Whether the event promotes education, public health, public welfare or public safety.

The Winterfest event is a benefit to the community and promotes positive publicity for the city.

The policy further provides that eligible fees include the application deposit and that organizations can receive up to four fee waivers within a 12 -month period. BCVRPD has not reached the maximum fee waivers within the last 12 months.

Fiscal Impact:

Potential costs associated with the event permit deposit includes, fire review and inspection fees, staff review fees, building permit costs for a temporary stage and any temporary signs. Staff is recommending a waiver of costs up to the $5,000 deposit and does not anticipate these costs exceeding that amount.

Recommended Action:

Waive the full reading and adopt by title only, a Resolution of the City of Beaumont Authorizing the Waiver of the Major Event Permit Application Deposit and Associated City Fees for the Annual Beaumont Cherry Recreation and Park District Annual Winterfest Event"
Attachments:

A. Winterfest Special Event Permit Application
B. Resolution

BEAUMONT

CITY OF BEAUMONT
550 E. 6th Street
Phone (951) 769-8520
BeaumontCa.gov

SPECIAL EVENT PERMIT
Planning Fees
• Minor Special Event Permit- $500 deposit with charges at the fully allocated hourly rates for all staff involved plus any outside costs. • Major Special Event Permit
• $1,985 per application
• Carnival/Circus/Menagerie- additional $455 per application • Events of more than 1,000 people- $5,000 deposit with fully allocated hourly rates for all the staff involved plus any outside costs
• Miscellaneous Special Event Permit- $1,000 per application Fire Fees
• Special Event with tents and/or canopies >400 sq. ft.- $300 Plan Check Fee & $300 Fire Inspection Fee
• Special Event with NO tents and/or canopies- $150 Plan Check Fee & $150 Fire Inspection Fee
• Carnivals & Fairs- $300 Plan Check Fee & $300 Fire Inspection Fee Requirements

1. Please submit your application:
• At least 60 working days prior to the opening date of the event for Major Special Events
• At least 30 working days prior to the opening date of the event for Minor Special Events
• At least 7 working days prior to the event for Miscellaneous Special Events

2. All vendors shall have a City of Beaumont Business License. Please be aware that Business License Applications should be submitted at least 2 weeks prior to the event.

3. For events on Public Property (i.e., Parks) a Facility Use Permit may be required to be submitted and approved by the Community Services Department. If you want to have your event at a City Facility, please check with Community Services regarding availability prior to completion.

4. Any signs wanted for the event must be approved by the Community Development Department and must meet the requirements of the Municipal Code.

5. Violations of any conditions issued as part of your approval may lead to immediate revocation and possible fines.

6. All non-profit vendors/applicants shall apply for a standard annual business license which shall be issued at no charge. (With submittal of 5O1c3 letter)
*For definitions of types of special events, see Municipal Code Section 9.03.020*