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ATTACHMENT 1 outstanding financial obligations: Seller's note payable to Mrs. Debora $ 64,000 Contractor's note payable to JM O'Neill $ 45,000 Accrued Property Taxes Payable to Alameda County $ 35,000 2011 Financial Audit payable to Karlsson &Lane $ 11,000 2. RELATIONSHIP OF PARTIES—INDEPENDENT CONTRACTORS. The relationship of the parties shall be that of independent contractors. TVHOC and its employees are not City officers or employees. TVHOC is responsible for the supervision and management of its employee, including any workers compensation insurance, withholding taxes, unemployment insurance and any other employer obligations association with the performance of the Activities contemplated by this Agreement. 3. TVHOC RESPONSIBILITIES. TVHOC shall do all of the following: A. Use the loan from the Tri-Valley Cities exclusively for those purposes identified in Section 1 B. Expend the financial assistance in a timely manner to avoid any additional fees or charges related to the outstanding obligations. C. Provide timely written notice to the Tri-Valley Cities of the balance of each of the financial obligations, until they have been paid in full. D. Cooperate with the Tri-Valley Cities in preparing and executing, within one-hundred twenty days (120) of this Agreement, a repayment schedule for the $103,334 of financial assistance. The Tri-Valley Cities recognize that negotiation of the repayment schedule may include discussion of limiting TVHOC's obligation to repay the Loan solely from any excess cash flow and, if TVHOC has no excess cash flow over a certain period of time, the possibility of a forgiveness of the Loan in return for the provision of services by TVHOC to the Tri-Valley Cities. E. Allow all representatives designated by the Tri-Valley Cities, individually or e)collectively, to review, inspect, copy, and audit the books and records of the TVHOC for the purpose of verifying any and all changes or expenditures made by the TVHOC in connection with the Tri-Valley Cities funding, and TVHOC's operations. TVHOC shall make the documents and information available to each representative during regularly scheduled business hours upon reasonable notice. In the event TVHOC does not make the records available, the Tri-Valley Cities have the right to access the records and obtain the information by reasonable means; F. Comply with all applicable federal, state, and local regulations; and