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a. Termination for Convenience - Either the Pass-through Entity or the Subrecipient may <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 Development Board <br />                           801 W. Civic Center Drive <br />                           SANTA ANA, CA 92701 <br />Notices to the Pass-through Entity will be addressed to: <br /> <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 /> <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 /> <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 subgrant agreement. <br />Page 7 of 16