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ATTACHMENT 1 LOAN AND GOVERNANCE AGREEMENT BETWEEN THE TRI-VALLEY HOUSING OPPORTUNITY CENTER AND THE CITY OF DUBLIN AND CITY OF LIVERMORE THIS AGREEMENT, is made and entered into as of this day of , 2012 by and among the Tri-Valley Housing Opportunity Center, a non-profit corporation ("TVHOC"), and the City of Dublin and City of Livermore (collectively "Tri-Valley Cities"). RECITALS The Tri-Valley Cities recognize there is a need to promote affordable homeownership and rental opportunities in the Tri-Valley region. TVHOC is a HUD-approved, non-profit, 501 (c), public charity, that provides financial and housing counseling and education services to residents of the Tri-Valley Cities to help them achieve self-sufficiency through financial education and becoming eligible to achieve the dream of home ownership. TVHOC provides eligible residents with an asset development education, homebuyer pre- and post- purchase education, early delinquency and pre-foreclosure counseling, and both workshops and information concerning private sector lender programs and other funding sources to help match those in need with programs and services that provide them with the greatest benefit. The Tri-Valley Cities desire to coordinate their efforts to provide affordable housing services including Housing Counseling Services, Homebuyer Training and Foreclosure Prevention, in an efficient and effective manner. To that end,the Tri-Valley Cities desire to fund, and have each allocate funds in the amount of$51,667, for a total combined amount of $103,334, to address a portion of TVHOC's outstanding financial obligations that must be addressed in the near future. However, the delivery of the funds is contingent: upon TVHOC incorporating the Administrative Oversight and other provisions included in this Agreement. The City of Pleasanton worked with the Tri-Valley Cities in developing this Agreement with the intention that each city would contribute $51,667 to the loan, resulting in a combined loan to TVHOC of$155,001. However, it was not possible to secure approval from the City Council of the City of Pleasanton in sufficient time for TVHOC to satisfy some of its imminent financial obligations. The Tri-Valley Cities therefore enter into this Agreement anticipating that the Agreement will soon thereafter be amended to increase the total amount of the loan made to TVHOC to $155,001, and to add the City of Pleasanton as a signatory thereto with the same rights and obligations as the other Tri-Valley Cities. NOW THEREFORE,TVHOC and the Tri-Valley Cities hereby agree that the aforementioned recitals are true and correct and further agree as follows: 1. PURPOSE. The purpose of this Agreement is for the Tri-Valley Cities to provide a $103,334 financial loan to TVHOC to enable it to meet some or all of the following