55A - RESO - GRANTS FOR BLOCKS PROGRAM

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Model A Agreement 6. Re oorrtine. CVOC will provide transaction reports to the Committee monthly and income statements quarterly. CVOC will audit/review the Project as part of the CVOC organizational audit and Project will receive the annual CVOC organizational audit. Any separate audit of the Project will be at the Committee's cost and expense. 7. Termination. This Agreement shall terminate when the objectives of the Project can no longer reasonably be accomplished by CVOC. If the objectives of the Project can still be accomplished, but either the Committee or CVOC desires to terminate CVOC's fiscal sponsorship of the Project, the following understandings shall apply. Upon such termination any unpaid expenses or unsatisfied contractual obligations of the Project may be paid or reserved for payment out of the Fund by CVOC. Either CVOC or the Committee may terminate this Agreement on 60 days' written notice to the other party, so long as another nonprofit corporation, which is tax exempt under IRC Section 501(c)(3) and is not classified as a private foundation under Section 509(a) (hereinafter referred to as "Successor"), is willing and able to sponsor the Project and is approved by writing by both parties by the end of the 60 day notice period. The ability to sponsor the Project shall be evidenced by having charitable purposes consistent with the purposes of the Project and the administrative and financial capacity to competently manage the Project. If the parties cannot agree on a Successor to sponsor the Project, the Committee shall have an additional 60 days to find a Successor willing and able to sponsor the Project. If a Successor is found, the balance of assets in the Fund, together with any other tangible and intangible assets held or liabilities incurred by CVOC in connection with the Project, shall be transferred to the Successor at the end of that additional 60 day period or any extension thereof, subject to the approval of any third parties that may be required. Ifthe Committee has formed a new organization qualified to be a Successor as set forth in this paragraph, such organization shall be eligible to receive all such assets and liabilities so long as such organization has received a determination letter from the Internal Revenue Service documenting thatsuch qualifications have been met, no later than the end of the notice period or any extension thereof. If no Successor is found within the 120 day period (i.e., the initial 60 day notice period and the additional 60 day period to find a Successor), CVOC may dispose of the Fund's assets and liabilities in any manner consistent with applicable tax and charitable trust laws. Either party to this Agreement may terminate this Agreement based upon a material breach of this Agreement by the other party, by giving 30 days' written notice to the other party, and any Project assets and liabilities shall be handled in a manner consistent with the provisions stated above. 8. Notice. Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile in the manner provided in this Section, to the following persons: To Project: Santa Ana Grants for Blocks Scott Kutner Community Development Agency Housing & Neighborhood Development 20 Civic Center Plaza, 3^+ Floor Post Office Box 1988 Santa Ana, CA 92702 Telephone: 714-667-2259 Facsimile: 714.667-2225 Electronic Mail: skutner@santa-ana.org Exhibit 2 55A-10