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ATTACHMENT 1 G. Implement the following Administrative Oversight provisions: i. Increase TVHOC Board of Directors membership by adding a representative designated by the City Manager of each of the Tri-Valley Cites to said Board of Directors ("the City Representatives"). In addition to having all voting privileges as set forth in the TVHOC by-laws, unanimous approval from the City Representatives of the Board of Directors shall be required for approval of the acquisition and/or disposition of real property. Majority approval from the City Representatives on the Board of Directors shall be required for the following TVHOC financial matters: approval of the TVHOC annual budget and amendments; approval of the acquisition and/or disposition of non-real property and capital equipment; approval of investments; approval of specific program funding and fees; approval of investments; approval of consultant agreements, and approval over decisions relating to the salary and benefits of the TVHOC Executive Director. ii. Submitting annual action plans and subsequent annual reports to the City Representatives for input and review. iii. The City Representatives or their designees shall serve as the primary point- of-contact between TVHOC and the Tri-Valley Cities on matters concerning the TVHOC. iv. Allow the Cities to actively participate in overall planning processes and assist in implementing and monitoring the Strategic Plan (adopted June 2011) and the creation of the annual action plan's goals. v. Allow the Cities to take an active role in determining which programs are consistent with the organization's mission and monitor their effectiveness. vi. Ensure compliance with applicable regulations and HUD policies affecting the operation and financial management of TVHOC. 4. FUNDING. The Tri-Valley Cities agree to provide funding for TVHOC as follows: A. Each of the Tri-Valley City agrees to provide a loan of $51,667 to TVHOC for purposes set forth in Section 1 of this Agreement for a total combined contribution in the amount of$103,334 ("Funds"), subject to TVHOC's compliance with the terms and conditions in this Agreement; and, B. Each Tri-Valley City shall deliver their respective funding to TVHOC within 30 days of the signing of this Agreement. 5. HOLD HARMLESS AND INDEMNITY. TVHOC shall defend, indemnify arid hold each of the Tri-Valley Cities, and each of their respective elected officials, officers, directors, employees, agents, and designated volunteers harmless from and against any and all loss, liability, damage, including but not limited to reasonable attorney, consultant and expert fees, and court costs arising out of or in connection with this Agreement, except