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