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a. Termination for Convenience - Either the Pass-through Entity or the Subrecipient may EXHIBIT 2 <br />request a termination, In whole or in part, for convenience. The Subrecipient will <br />give a ninety (90) calendar -day advance notice in writing -to the Pass-through <br />Entity. The Pass-through Entity will give a ninety (90) calendar -day advance notice <br />in writing to the Subrecipient. <br />b. Termination for Cause - The Pass-through Entity may terminate this subgrant agreement <br />in whole or in part when it has determined that the Subrecipient has substantially <br />violated a specific provision of the WIOA, regulations, the Uniform Guidance or <br />implementing state legislation and corrective action has not been taken. <br />All notices of termination must be In writing and be delivered personally or by deposit <br />in the U. S. Mail, postage prepaid, "Certified Mail -Return Receipt Requested", and will <br />be deemed to have been given at the time of personal delivery or of the date of postmark <br />by the U. S. Postal Service. <br />Notices to the Subrecipient will be addressed to: <br />Deborah, Sanchez <br />Director / Administrator <br />SANTA ANA WORKFORCE INV BOARD <br />1000 EAST SANTA ANA BLVD. <br />SANTA ANA, CA 92701 <br />Notices to the Pass-through Entity will be addressed to: <br />Employment Development Department <br />Central Office Workforce Services Division <br />Financial Management Unit <br />P.O. Box 826880, MIC 69 <br />Sacramento, CA 94280-0001 <br />11. Audit Requirements <br />a. The Subrecipient will maintain and make available to auditors, at all levels, <br />accounting and program records including supporting source documentation and <br />cooperate with all auditors. All governmental and non-profit organizations must <br />follow the audit requirements (single audit or program -specific audit requirement) of <br />OMB Guidance, and Uniform Requirements. <br />b. The Subrecipient and/or auditors performing monitoring or audits of the Subrecipient <br />or Its sub -contracting service providers will immediately report to the Pass-through <br />Entity any Incidents of fraud, abuse or other criminal activity in relation to this <br />subgrant agreement, the WIOA, or its regulations. <br />12. Entire Agreement <br />This subgrant agreement contains the entire agreement of the parties and supersedes all <br />negotiations, verbal or otherwise and any other agreement between the parties hereto. <br />This subgrant agreement is not intended to and will not be construed to create the <br />relationship of agent, servant, employee, partnership, Joint venture or association <br />between the Pass-through Entity and the Subrecipient. Subrecipient represents and <br />warrants it is free to enter into and fully perform this subgrant agreement. <br />13. Unenforceable Position <br />In the event that any provision of this subgrant agreement is unenforceable or held to <br />be unenforceable, then the parties agree that all other provisions of this subgrant <br />agreement have force and effect and shall not be affected hereby. <br />14. Accounting and Cash Management <br />a. Subrecipient will comply with controls, record keeping and fund accounting procedure <br />requirements of WIOA, federal and state regulations, and directives to ensure the <br />proper disbursal of, and accounting for, program funds paid to the Subrecipient and <br />disbursed by the Subrecipient, under this subqrant agreement. <br />Page 8 of 17 <br />55E-12 <br />