COUNTY OF SANTA CLARA, CALIFORNIA

Transcription

1 COUNTY OF SANTA CLARA, CALIFORNIA REQUEST FOR STATEMENT OF QUALIFICATIONS (RFSQ) PURSUANT TO ABX1 26 FOR AGREED UPON PROCEDURES ENGAGEMENT FOR THE COUNTY OF SANTA CLARA (RFP-CCO-FY ) FEBRUARY 15, 2012 QUALIFICATION STATEMENTS DUE: FEBRUARY 21, 2012 AT 4 PM PST PROCUREMENT COORDINATOR: Alan Minato Controller-Treasurer Department 70 West Hedding St., East Wing, 2nd Floor San Jose, CA / Alan.Minato@fin.sccgov.org

2 TABLE OF CONTENTS I. Introduction... 2 II. Sequence & Procedure Governing the RFSQ... 4 III. Evaluation... 6 IV. Response Requirements V. Attachment A Draft Scope of Services VI. Attachment B Acknowledgement and Confidentiality Agreement VII. Attachment C Non-Collusion Declaration VIII. Attachment D Insurance Requirements IX. Attachment E Redevelopment Agencies Enforceable Payment Schedules X. Attachment F County Standard Terms and Conditions RFP-CCO-FY Request for Statement of Qualifications Page 1 of 45

3 I. INTRODUCTION A. INVITATION The County of Santa Clara (County) is seeking statements of qualifications by firms for provision of agreed-upon procedures engagements of nine Redevelopment Agencies (RDAs) located in Santa Clara County, and to provide related services. As set forth in state law, the purpose of the audits shall be to establish each redevelopment agency's assets and liabilities, to document and determine each redevelopment agency's pass through payment obligations to other taxing agencies, and to document and determine both the amount and the terms of any indebtedness incurred by the redevelopment agency and certify the initial Recognized Obligation Payment Schedule. (Health and Safety Code Section (a) (2).) Additional information is contained in Attachment A, which contains a draft scope of services. The nine RDAs are as follows: Enforceable Names Obligation Payment Schedules (EOPS) as provided by RDAs 1 1 Redevelopment Agency of the City of Campbell 116, Redevelopment Agency of the City of Cupertino 37,471, Redevelopment Agency of the Town of Los Gatos 195,579, Redevelopment Agency of the City of Milpitas 1,615,144, Morgan Hill Redevelopment Agency 186,752, Mountain View Revitalization Authority 39,919, Redevelopment Agency of the City of San Jose 4,148,084, Redevelopment Agency of the City of Santa Clara 670,229, Redevelopment Agency of the City of Sunnyvale 324,955, B. BACKGROUND Santa Clara County is located at the southern end of the San Francisco Bay and it forms the geographic core of the economic region called Silicon Valley. The County has approximately 1.8 million residents, which makes it the sixth largest in California, and the largest of the nine Bay Area counties. The County contains 15 incorporated cities within its borders including Campbell, Cupertino, Gilroy, Los Altos, Los Altos Hills, Los Gatos, Milpitas, Monte Sereno, Morgan Hill, Mountain View, Palo Alto, San Jose, Santa Clara, Saratoga and Sunnyvale, as well as numerous special districts. 1 Detailed lists of the EOPS are attached in Attachment E. RFP-CCO-FY Request for Statement of Qualifications Page 2 of 45

4 In June 2011, the California Legislative passed and the Governor signed budget trailer bill, ABX1 26. This bill eliminated RDAs and replaced them with successor agencies responsible for winding down RDA operations and paying off their existing debt. In July 2011, several parties filed a petition of writ of mandate with the California Supreme Court seeking an immediate stay and declaration invalidating ABX1 26. In January 2012, the California Supreme Court issued a ruling that upheld ABX1 26, thereby eliminating RDAs and establishing successor agencies to wind down their business. ABX1 26 requires the county auditor-controller to conduct or cause to be conducted agreed upon procedures audits of each RDA in the county (Health and Safety Code 34182). The Controller-Treasurer Department of Santa Clara County seeks to develop a list of qualified firms to provide services in connection with this purpose. As required by the state, all final reports must be submitted to the State Controller by July 15, Consequently, the Controller-Treasurer requires draft reports by May 1 and final reports by June 30. C. FIRM QUALIFICATION The County will determine whether a firm is qualified in accordance with the Evaluation Criteria described in Section III (Evaluation). The County may, at its option, enter into agreements with qualified firms to perform some or all of the services described in Attachment A (Scope of Services) or to perform related services on an as-needed basis. The Scope of Services should be considered a working draft it may be changed at the discretion of the County. Firms responding to this RFSQ do so with the understanding that they are not guaranteed any award of contract to provide services. The County s standard terms and conditions for all its contracts are included as Attachment F. Qualified firms should be prepared to enter into a contract substantially of the form included in Attachment F. RFP-CCO-FY Request for Statement of Qualifications Page 3 of 45

5 II. SEQUENCE & PROCEDURE GOVERNING THE REQUEST FOR STATEMENT OF QUALIFICATIONS. A. SEQUENCE OF EVENTS The County will endeavor to adhere to the following schedule, but may modify it in its sole discretion: Action Date 1. Issue of RFSQ February 15, Deadline for submission of questions February 20, 2012 at 10 AM 3. Deadline for Submission of Statement of Qualifications February 21, 2012 at 4:00 PM PST 4. Notification regarding Qualified Firms February 23, Commencement of Contract February 27, 2012 Explanations for the events above are provided below. B. POINT OF CONTACT The County has designated a Procurement Coordinator who is responsible for the conduct of this qualification process whose name, mailing address, phone number, and address is listed below: Procurement Coordinator Alan Minato Controller-Treasurer Department 70 West Hedding Street, East Wing, 2nd Floor San Jose, CA Telephone: (408) Alan.Minato@fin.sccgov.org Any inquiries or requests regarding this procurement should be submitted to the Procurement Coordinator in writing. Firms may contact ONLY the Procurement Coordinator regarding this qualification process. Other County employees do not have the authority to respond on behalf of the County. C. EXPLANATION OF EVENTS 1. ISSUE OF REQUEST FOR STATEMENT OF QUALIFICATIONS This RFSQ is issued by the Controller-Treasurer Department of the County of Santa Clara. Copies of this RFSQ, including supporting documents, are posted on RFP-CCO-FY Request for Statement of Qualifications Page 4 of 45

6 Also, the RFSQ will be sent to a list of firms maintained by the Controller-Treasurer Department. 2. DEADLINE FOR SUBMISSION OF QUESTIONS Potential responders must submit written questions by to the Procurement Coordinator for clarification of this RFSQ. The question must be submitted in the body of the and not in an attachment and must be received by the Procurement Coordinator by February 20, 2012 at 10 AM. It is the responsibility of the questioner to follow up with the Procurement Coordinator to confirm that the question was received. Response to question(s) may be sent by the County via or by . The County will attempt to respond to questions as soon as possible. The County reserves the right to post addenda until the RFSQ closing date and time. 3. SUBMISSION OF STATEMENT OF QUALIFICATIONS STATEMENTS OF QUALIFICATIONS MUST BE RECEIVED NO LATER THAN FEBRUARY 21, 2012 AT NOON PST at the address below. All statements received will be time stamped. Statement of qualifications must be submitted according to the requirements described in this RFSQ. All deliveries via express carrier should be addressed as follows: Alan Minato Controller-Treasurer Department 70 West Hedding Street, East Wing, 2nd Floor San Jose, CA Telephone: (408) Statements must be sealed and labeled on the outside of the package and on the response to clearly indicate that they are in response to RFP-CCO-FY REQUEST FOR STATEMENT OF QUALIFICATIONS FOR AGREED UPON PROCEDURES ENGAGEMENT(S) PURSUANT TO ABX 126 FOR THE COUNTY OF SANTA CLARA. A statement constitutes a firm offer to the County that is binding on the entity for 180 days from the date of the deadline for the response. The County s evaluation of the responses constitutes consideration for the firm offer. If the firm is selected as a qualified firm, the response shall be considered a firm offer for the time period that the County maintains its list of qualified firms. RFP-CCO-FY Request for Statement of Qualifications Page 5 of 45

7 III. EVALUATION Evaluators will review, analyze, and evaluate written responses; develop short lists of firms (at their sole discretion); conduct interviews with any firms (at their sole discretion) develop scores for each responsive firm in each evaluation category; and create finalists of qualified firms. The evaluators may contact any third parties for more information on any firm. Responses to this RFSQ will be required to fulfill the submittal and procedural requirements of the County (as set forth in this document) and must comply with the terms, conditions, and ground rules of this RFSQ. Submittals that do not strictly meet these requirements may be considered nonresponsive and may be rejected. Additionally, firms that have, or have had, an audit engagement with a city or its RDA may not be qualified or selected by the Controller-Treasurer Department to perform services in connection with that RDA but may be considered for other agency audits. Inclusion of a firm among the pool of qualified firms does not guarantee that the Controller-Treasurer Department will actually utilize the firm to perform services. The firms shall be evaluated and/or deemed qualified based on assessing the following criteria: Demonstration of successful provision of similar services Qualifications and availability of staff who will be providing services in areas identified in (IV)(D)(4) ( Qualification Statement ) Quality and strength of references Staff resources and capacity to meet strict deadlines in state law Staffing, technical capacity, and flexibility to respond to County s needs and changes in legislation Price/Value for capabilities offered Actual and potential conflicts of interest Adverse actions against the entity IV. RESPONSE REQUIREMENTS A. NUMBER OF RESPONSES Each responder shall submit only one statement of qualifications. Firms will be allowed to withdraw their statements at any time prior to the deadline for receipt of qualification statements.the Firm must submit a written withdrawal request signed by the Firm s duly authorized representative addressed to the Procurement Coordinator. RFP-CCO-FY Request for Statement of Qualifications Page 6 of 45

8 B. NUMBER OF COPIES Firms must provide one (1) original and six (6) identical copies of their statement to the location specified, on or before the closing date and time for receipt of statement of qualifications. The original must be stamped original and contain original signatures on the necessary forms. An copy and a CD with electronic copies of all documents included in the submittal packet shall also be included. The files contained on and the CD shall be readable by Microsoft Office products and/or in standard PDF format. C. FORMAT AND LENGTH All statement of qualifications shall be typewritten on standard 8 ½ x 11 paper (larger paper is permissible for charts, spreadsheets, etc.) and placed within a binder with tabs delineating each section and for which the contents can be easily removed. Hard copies should utilize both sides of the paper where possible. A complete statement of qualifications should not exceed 30 pages. D. REQUIRED COMPONENTS OF THE RESPONSE Responses must address or contain the following, in the order set forth below: 1. COVER LETTER The cover letter must set forth the following: a. Identify the submitting organization; b. Provide the name, title, telephone and fax numbers, and address of the person authorized by the organization to contractually obligate the organization; c. Provide the name, title, telephone and fax numbers, and address of the person authorized by the organization to be contacted for clarification or to provide updates; d. Affirm that all statements in the response are true and accurate; e. Acknowledge receipt of any and all addenda to this RFSQ; and f. Affirm that the firm has the knowledge, experience and ability to perform the services RFP-CCO-FY Request for Statement of Qualifications Page 7 of 45

9 2. EXECUTIVE SUMMARY The executive summary should provide an overview of the relevant qualifications of the statement and explain how the County s needs will be met. 3. RESPONDER / FIRM INFORMATION For each firm, including any team members (if a joint submission), provide the following: a. The company name, business address, including headquarters and all local offices, and telephone numbers. b. A description of the Firm s organization, including corporate status, names of principals, number of employees, client base, areas of specialization and expertise. c. A completed and signed and submit the Contractor Acknowledgement and Confidentiality Agreement (Attachment B). d. A completed and signed Non-Collusion Declaration (Attachment C). e. Acknowledgment of the firm s ability to meet the insurance requirements as shown in Attachment D. RFP-CCO-FY Request for Statement of Qualifications Page 8 of 45

10 4. QUALIFICATION STATEMENT 1. Describe your firm s capabilities, expertise and experience related to: a. Public sector b. Redevelopment Agencies c. Agreed Upon Procedures engagements d. Compliance auditing e. Investigations f. Forensic auditing g. Litigation support h. Bankruptcy i. Records reconstruction 2. Provide a narrative statement that sets out the methodology and approach that the firm intends to employ to conduct the engagement(s) described in Attachment A. Responses with a primary focus on specific subject matter expertise rather than general promotional material are expected to receive greater attention in this selection process. Describe your willingness to collaborate with county personnel in completing the engagement. Please also include a description of your staffing and technical capacity, as well as your flexibility to respond to County's needs, and to changes in legislation. Provide the name and experience level, and following information of personnel that will be assigned to the project: a. Description of their capabilities related to the items listed above. b. Number of years experience c. Individual licenses, certifications, training, education, etc. d. Resume e. Rough estimate of maximum available hours between March 1 and June 30, by individual. 3. Provide a list of the California Redevelopment Agencies for which your firm has provided services. Include: dates, description of services, and staff members. 4. Provide a listing of the California cities for which your firm has provided services. Include: dates, description of services, and staff members. 5. Provide information on any firm licenses, certifications, training, education, etc. applicable to the engagement. 6. Provide an example of a work product (report, letter, etc.) that is similar in nature to the engagement. RFP-CCO-FY Request for Statement of Qualifications Page 9 of 45

11 7. List your firm s past experience with similar projects. The list should include: a) The organizations that received the services b) A description of the firm s role and responsibilities c) A description of the sponsoring organization s role and responsibilities d) A narrative of the services provided e) The dates the service or services were provided f) Identify names of individuals who provided (or continue to provide) each service and indicate whether the same individuals would be available to provide services to the County. g) A brief narrative of the outcome of the project. h) Contact information for the organizations that received the services. 8. References Provide the names, company size (as of January 30, 2012), and inception of the engagements for clients that have used your firm s services in the past 36 months. Provide a current list of the appropriate contact names at up to five client organizations. The County may at its option contact each of your References. By responding to this RFSQ you explicitly give the County and the References permission to exchange information regarding your firm. You agree that you will not have access to exchanges of information or to the content of conversations regarding your firm. 9. Pricing Your statement should include your customary billing rate, less any possible government discounts, and a proposed hourly rate for each person expected to perform the services set forth in this RFSQ. E. TERMS, CONDITIONS AND OTHER GROUND RULES 1. INCURRING COST This RFSQ does not commit the County to enter into a partnership, or award a contract, nor does it commit the County to pay any cost incurred in the submission of the Statement, or in making necessary studies or designs for the preparation thereof, nor procure or contract for services or supplies. Further, no reimbursable cost may be incurred in anticipation of a possible contract award. RFP-CCO-FY Request for Statement of Qualifications Page 10 of 45

12 2. CLAIMS AGAINST THE COUNTY Neither your organization nor any of your representatives shall have any claims whatsoever against the County or any of its respective officials, agents, or employees arising out of or relating to this RFSQ or these procedures. 3. FORM OF STATEMENTS No oral, telephone, facsimile or electronic response will be accepted unless otherwise specified in this RFSQ. 4. LATE RESPONSES All statements submitted in response to this RFSQ must be delivered in person or received via courier or mail no later than the RFSQ due date and time. 5. NO PUBLIC OPENING There will be no public opening for this RFSQ. 6. CALIFORNIA PUBLIC RECORDS ACT (CPRA) The County is a public agency subject to the disclosure requirements of the California Public Records Act ( CPRA ). All submissions shall become public record after tentative selection of qualified firms. If any responder claims that the statements contain a limited amount of proprietary information submitted to County, and that such information falls within one or more CPRA exemptions, responder must clearly mark such information CONFIDENTIAL AND PROPRIETARY, and identify the specific lines containing the information. (PLEASE NOTE: Blanket assertions of confidentiality with regard to entire documents or sections of documents will not be accepted by the County and may result in disclosure or rejection of such statements.) In the event of an applicable request for information, the County will make reasonable efforts to provide notice to the responding person or entity prior to disclosure. If responder contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the County s deadline for responding to the CPRA request. If responder fails to obtain such remedy within County s deadline for responding to the CPRA request, County may disclose the requested information without penalty or liability. Each responding firm agrees to defend, indemnify and hold the County of Santa Clara harmless from any claim, litigation, matter, allegation, damage arising out of any action or inaction by the responding firm with respect to disclosure issues. RFP-CCO-FY Request for Statement of Qualifications Page 11 of 45

13 7. CONFIDENTIALITY All data and information gathered by the Responder and its agents in this RFSQ process, including reports, recommendations, specifications and data, shall be treated by the Responder and its agents as confidential. The Responder and its agents shall not disclose or communicate this information to a third party or use it in advertising, publicity, propaganda, or in another job or jobs, unless written consent is obtained from the County. 8. ELECTRONIC MAIL ADDRESS Communication from the County regarding this Procurement RFSQ may be sent by electronic mail ( ). Responding Firms agree to provide the Procurement Coordinator with a valid address to receive this correspondence (as specified in the Cover Letter requirements). Any correspondence sent by the County shall be treated as received and accepted by the responder at the time that it is sent by the County. This County correspondence shall include notification regarding the firms that have been selected. 9. USE OF ELECTRONIC VERSIONS OF THE RFSQ The Responder acknowledges and accepts full responsibility to ensure that no changes are made to the RFSQ. In the event of conflict between a version of the RFSQ in the Responder s possession and the version maintained by the Controller-Treasurer Department, the version maintained by the Controller- Treasurer Department shall govern. 10. RESERVATION OF COUNTY RIGHTS The County reserves the right to do the following at any time: a. Reject any or all statement(s), without indicating any reason for such rejection. b. Waive or correct any minor or inadvertent defect, irregularity or technical error in a statement or the RFSQ process, or as part of any subsequent contract negotiation. c. Request that one or more Responder(s) supplement or modify all or certain aspects of their qualification statement or other documents or materials submitted. d. Terminate the RFSQ at its discretion, and at its option, issue a new RFSQ. e. Procure any equipment or services specified in this RFSQ by other means. RFP-CCO-FY Request for Statement of Qualifications Page 12 of 45

14 f. Modify the review, evaluation and selection process, the specifications or requirements for materials or services, or the contents or format of the statements. g. Modify a deadline specified in this RFSQ, including deadlines for accepting statements. h. Negotiate with any or none of the submitting Firms. i. Modify in the final agreement any terms and/or conditions described in this RFSQ. j. Terminate failed negotiations with a Responder without the County incurring liability, and negotiate with and/or select other Firms. k. Disqualify any Responder/Firm on the basis of a real or apparent conflict of interest, or evidence of collusion that is disclosed by the statement or other data available to the County. l. Eliminate, reject, or disqualify a statement of any Responder/Firm who is not a responsible Responder or fails to submit a responsive offer as determined solely by the County. m. Accept all or a portion of a Responder s statement. 11. PROTEST PROCEDURE The County Finance Agency will provide a notification regarding the qualification of the responding firm pursuant to the schedule above. Any protests must be received by the Procurement Coordinator pursuant within 3 days of this notification being sent. a. Filing a Protest The protest of an award must be in writing. The following must be written on the cover or subject line of the protest: Protest Relating to RFP-CCO-FY (REQUEST FOR STATEMENT OF QUALIFICATIONS). The written protest must be ed and mailed/faxed to the Procurement Coordinator so that it is timely received at the following address: Alan Minato, Procurement Coordinator Controller-Treasurer Department 70 West Hedding Street, East Wing, 2nd Floor San Jose, CA Telephone: (408) Alan.Minato@fin.sccgov.org RFP-CCO-FY Request for Statement of Qualifications Page 13 of 45

15 b. Contents of Protest The written protest must contain the following information: (1) the name, street address, electronic mail address, and telephone and facsimile number of the Protester; (2) signature of the Protester or its representative; (3) grounds for the protest; (4) copies of any relevant documents; (5) the form of relief requested; and (6) the method by which the Protester would like to receive the Reviewing Coordinator s written protest decision. Protests should be concise and logically arranged. c. Grounds for Protest Protests shall be based only on one or more of the following grounds: II. III. IV. The Protester believes the County failed to follow the procedures and adhere to requirements set forth in the solicitation or any addendum thereto. The Protestor believes there was misconduct or impropriety by County officials or evaluation team members. The Protester believes there was abuse of process by County officials or evaluation team members. Protest Resolution Process a. Informal Review by Department The Procurement Coordinator, or his or her designee, will review a timely protest and attempt to informally resolve it expeditiously. The Procurement Coordinator may at his/her option request additional information from the Protestor or other entities, including other proposers. All proposers are required to respond to, and comply with, the Procurement Coordinator s direction within any deadlines established by him/her. The Procurement Coordinator may at his or her option disclose the contents of the protest to any other entities. If the Controller-Treasurer Department is not able to resolve the protest, then the Procurement Coordinator or his or her designee, will forward the protest to another County official who has been designated as the Reviewing Officer for the RFSQ. b. Formal Review by Independent Reviewing Officer The Procurement Coordinator must expeditiously forward the protest to the Reviewing Officer after not being able to resolve the matter. The Procurement Coordinator may also forward additional documents to the Reviewing Officer that it believes are relevant to the review of the protest. RFP-CCO-FY Request for Statement of Qualifications Page 14 of 45

16 The Reviewing Officer shall conduct his/her review of the protest and all relevant material (as determined at the Reviewing Officer s sole discretion) to determine whether the grounds for the protest have merit. The Reviewing Officer may request additional information, documents or responses from the Protester, any County Department or Agency, other proposers or any other entities to clarify/confirm/analyze/review the Protest. The Reviewing Officer may at his/her option disclose the contents of the Protest to any other entities and/or conduct a hearing. All proposers are required to respond to, and comply with, the Reviewing Officer s direction within any deadlines established by him/her. The Reviewing Officer will issue a written decision on a timely written protest within 15 days of receiving a protest; however, the time for decision may be extended by the Reviewing Officer. Remedies If the Reviewing Officer sustains a protest in whole or in part, the Reviewing Officer shall have the sole discretion to determine an appropriate remedy, including determining whether the protesting firm should be included in the list of qualified firms. In determining the appropriate remedies, the Reviewing Officer may consider the degree of prejudice to other parties or to the integrity of the competitive procurement system, the good faith of the parties, the extent of performance, the cost to the County, the urgency of the procurement, and the impact of the recommendation(s) on the Controller- Treasurer Department's mission. RFP-CCO-FY Request for Statement of Qualifications Page 15 of 45

17 ATTACHMENT A DRAFT SCOPE OF SERVICES Agreed Upon Procedures Definitions Per Health and Safety Code ( H&S ) (g) (1), an Enforceable Obligation Payment Schedule is the list of all former redevelopment agency obligations that are enforceable within the meaning of subdivision (d) of Section Per H&S (h), Recognized Obligation Payment Schedule means the document setting forth the minimum payment amounts and due dates of payments required by enforceable obligations for each sixmonth fiscal period as provided in subdivision (m) of Section Note: All references to redevelopment agency or RDA include the successor agency of the former RDA, as applicable to the relevant time periods under audit. Overview The firm is expected to provide a comprehensive report that includes all findings. During the course of the work it is expected that the firm will work collaboratively with county staff. The county will closely supervise and provide direction on which procedures will be performed. The procedures could change based on legislative changes, management needs, items uncovered during the audit, etc. Many of the procedures are investigative in nature and require a detail-oriented scrutiny of the documents, facts and circumstances of the transactions. The nine former redevelopment agencies in the county vary in complexity and scope. Attached to this document is the Enforceable Obligation Payment Schedule for each former redevelopment agency. Please note that the county has already obtained many of the documents that will be reviewed. Procedures 1. Purpose: to certify the initial Recognized Obligation Payment Schedule Due by March 29, 2012 The testing below is a two-step process. First, test the Enforceable Obligation Payment Schedule which is the listing of all obligations. Second, test the initial Recognized Obligation Payment Schedule which is a listing of the particular payments that will be made during the next six months. To review and certify the Enforceable Obligation Payment Schedule Review the Enforceable Obligation Payment Schedule prepared by the RDA pursuant to H&S 34169(g) (1) to ensure it was adopted within 60 days of the effective date of this part (by August 30, 2011). For each obligation on the Enforceable Obligation Payment Schedule, ensure the schedule includes: o The project name associated with the obligation. o The payee. o A short description of the nature of the work, product, service, facility, or other thing of value for which payment is to be made. RFP-CCO-FY Request for Statement of Qualifications Page 16 of 45

18 o The amount of payments obligated to be made, by month, through December 2011 (pushed back to July 1, 2012). For each obligation on the Enforceable Obligation Payment Schedule, identify the legal section that qualifies it for inclusion on the Enforceable Obligation Payment Schedule. For each obligation on the Enforceable Obligation Payment Schedule identified as qualifying under Section (d) (1), Bonds., perform the following: Trace the bond to its issuing legislation. Trace the bond to its issuing party. Identify if it is issued by the RDA or other entity. Determine if the issuing legislation qualifies the bond for inclusion on the Enforceable Obligation Payment Schedule. Segregate bond obligations by component, i.e. required debt service, reserve set-asides, other payments. Obtain bond documents. Obtain documentation of bond covenants. For each obligation on the Enforceable Obligation Payment Schedule identified as qualifying under Section (d) (2), Loans., perform the following: Trace each loan to its lawful purpose, for example money borrowed from the Low and Moderate Income Housing Fund. Provide documentation of the purpose. Trace the loan to a required repayment schedule or other mandatory loan terms. Provide documentation of the schedule or terms. For each obligation on the Enforceable Obligation Payment Schedule identified as qualifying under Section (d) (3), payments required., perform the following: Trace each required payment to the source of the requirement. Provide documentation of the source and of the terms. For each obligation on the Enforceable Obligation Payment Schedule identified as qualifying under Section (d) (4), judgments or settlements., perform the following: Trace each judgment or settlement to its source document. Provide documentation and substantiation of the source and of the terms. For each obligation on the Enforceable Obligation Payment Schedule identified as qualifying under Section (d) (5), Any legally binding and enforceable agreement or contract that is not otherwise void as violating the debt limit or public policy, perform the following: Trace each agreement or contract to its source document. Provide documentation of the source. Trace each agreement to documentation justifying that it is not void because of a debt limit violation or public policy. Provide documentation of the justification. For each obligation on the Enforceable Obligation Payment Schedule identified as qualifying under Section (d) (6), Contracts or agreements necessary for the continued administration or operation of the redevelopment agency to the extent permitted by this part, including, but not limited to, agreements to purchase or rent office space, equipment and supplies, and pay-related expenses pursuant to Section and for carrying insurance pursuant to Section 33134, perform the following: Identify the justification for the obligation. Provide the reason. Trace each agreement or contract to its source document. Provide documentation of the source. For each obligation on the Enforceable Obligation Payment Schedule, ensure: RFP-CCO-FY Request for Statement of Qualifications Page 17 of 45

19 The obligation was properly an obligation of the RDA as of June 28, 2011 per Health and Safety code Sections through Under these codes, the RDA cannot incur new indebtedness or expand existing monetary or legal obligations, amend agreements, contracts, etc. as of June 29, For each obligation on the Enforceable Obligation Payment Schedule: Trace it to the FY11 Statement of Indebtedness. List differences. Identify items on the Enforceable Obligation Payment Schedule that were updated/changed from the original schedule. (Note: most RDAs adopted two or three versions of the Enforceable Obligation Payment Schedule.) Substantiate the reason for the change. Ensure that these items are subjected to all applicable procedures identified above. To review and certify the Initial Recognized Obligation Payment Schedule Obtain the Initial Recognized Obligation Payment Schedule prepared per H&S code (l) (2) (A). Review the preparation date and ensure it was prepared by March 1, Review the Initial Recognized Obligation Payment Schedule to ensure: o It includes projected dates o It includes amounts of scheduled payments for each enforceable obligation o The dates and payments are included for the remainder of the time period during which the redevelopment agency would have been authorized to obligate property tax increment had such a redevelopment agency not been dissolved. Trace the obligations on the Initial Recognized Obligation Payment Schedule to the Enforceable Obligations Payment Schedule. List and substantiate reasons for differences. Ensure that all obligations to be paid on the Initial Recognized Obligation Payment Schedule were subjected to the procedures applied above to Enforceable Obligations Payment Schedule. For payments already made, trace the payment amount and date to the documentation of the payment. Verify that payments made by the successor agency were made in accordance with the Enforceable Obligation Payment Schedule and Recognized Obligation Payment Schedule. Pursuant to Health and Safety Code Section 34178, determine which written agreements are valid and bind the successor agency. 2. Purpose: To establish each redevelopment agency s assets and liabilities Due by April 13, 2012 Obtain a summary schedule and detail listing of the redevelopment agency s assets and liabilities as of each of the dates listed below. Total the detail listing to the summary amounts. o June 30, 2010 o January 1, 2011 o June 30, 2011 o February 1, 2012 Compare each period s assets and liabilities and document the changes. RFP-CCO-FY Request for Statement of Qualifications Page 18 of 45

20 Obtain a listing of the additions and deletions of assets and liabilities for the periods: o June 30, 2010 to January 1, 2011 o January 1, 2011 to June 30, 2011 o July 1, 2011 to February 1, 2012 Sum the activity to ensure: beginning balance plus additions less deletions equals ending balance. For each asset, confirm its existence by either physically observing the asset (preferred) or, if asset is not reasonably available for viewing, obtain documentation confirming the existence of the asset. Provide documentation of the asset cost, date placed in service, current condition, and ownership by the RDA and successor agency. For deletions, obtain documentation of the disposal, including manner of disposal and, if a sale or transfer, the entity or person receiving the asset. Compare transferred assets between , and Obtain explanations for major increases. Obtain a list of assets transferred from the RDA. For assets transferred during these periods from the RDA (for example, to the sponsoring community, JPA, or economic development corporation): o o o o o Provide a listing of all transferred assets, including the item(s) value and entity or person to which the RDA transferred the item. Provide documentation of the reason for the transfer. Identify if the State Controller s Office (SCO) has reviewed the transfer. If reviewed by the SCO, provide results of the SCO review. If not reviewed by the SCO, provide the reason not reviewed. For assets that are Low and Moderate Income Housing Funds: o If transferred, obtain documentation of transfer to a successor agency (for example, city or housing authority). o If not transferred, provide reason (for example, transferred to the Auditor-Controller for distribution). o Provide substantiation of the effect of any subsequent legislation (if passed) on the transfer. Review the audited financial statements as of June 30, 2010, and June 30, o Verify the audit meets the audit guidelines issued by the California State Controller, including a report on the agency s compliance with laws, regulations and administrative requirements. o Ensure the audit was conducted in accordance with Government Auditing Standards. o Verify the agency received an unqualified opinion on the financial statements; if other than unqualified, document the reasons for the qualification. o Obtain copies of the audit, management letter, and any other results/products delivered by the auditors. o Trace asset and liability amounts as of June 30, 2010, and June 30, 2011, to the annual financial audit of the Agency. Identify reasons for differences. Perform analysis as follows: o Compare the financial statements as of June 30, 2010, to the statements as of June 30, 2011, and January 31, RFP-CCO-FY Request for Statement of Qualifications Page 19 of 45

21 o o o o Identify fluctuations in amounts greater than $5,000. Substantiate reasons for the fluctuations. For this fluctuation analysis, include all amounts (revenue, expense, assets, liabilities, and fund balance). Trace revenue received (for example lease payments received) to the assets that generated the revenue. Read the footnotes. Identify assets. Trace assets identified to the RDA assets as of January 31, Identify and substantiate reasons for differences. Review expenditures made after June 28, 2011, to ensure they met the conditions of Part 1.8 (commencing with Health & Safety Code Section 34161). o For each expenditure, provide its rationale. o For each expenditure greater than $10,000, provide substantiation that it meets the requirements of Part 1.8. Confirm assets with successor agency personnel. Ask successor agency personnel of any assets not recorded. Obtain a written statement from successor agency personnel verifying that all assets have been recorded. Review RDA board minutes from June 30, 2010 to date, to identify any assets not recorded and liabilities transferred in. 3. Purpose: To document and determine both the amount and the terms of any indebtedness incurred by the redevelopment agency Due by April 18, 2012 For each indebtedness incurred by the agency that will be transferred to the control of the Successor Agency, i.e. Enforceable Obligations: Trace it to the Initial Recognized Obligation Payment Schedule. Review documentation of the terms of indebtedness. Provide the documentation. Agree it to the liabilities testing in 2 above, as of each of these dates: o June 30, 2010 o January 1, 2011; o June 30, 2011 and o February 1, Agree it to the audited financial statements as of June 30, 2010 and June 30, Purpose: To document and determine each redevelopment agency s pass-through payment obligations to other taxing agencies Due by April 27, 2012 Obtain all pass-through agreements. Obtain a listing of the redevelopment agency s pass-through obligations as of February 1, 2012, including due dates, amounts due, and recipient agency. If pass-through amounts are calculated by Santa Clara County Controller-Treasurer Department, confirm the amount with county personnel. If pass through amounts are calculated by the RDA, obtain a detail worksheet of each calculation. Agree the amounts per the worksheet to the total on the summary. Substantiate that the amount is correctly calculated, for example by performing the following: RFP-CCO-FY Request for Statement of Qualifications Page 20 of 45

22 o o Comparing the calculation to the agreement or law for the pass through. Confirming the calculation with county personnel. For pass-through payments listed as of February 1, 2012, and already made, trace the payment amount and date to the documentation of the payment. List payments, including dates and amounts, that will need to be made during FY Other Procedures Due by June 1, 2012 Verify that a successor agency has been appointed, with names of the successor agency oversight board submitted to the State Department of Finance by May 1, Verify that the successor agency has established the Redevelopment Obligation Retirement Fund in its treasury. Determine and verify that all of the former redevelopment agency assets and liabilities, properties, contracts, leases, books and records, buildings, and equipment that were properly closed out by the former redevelopment agency and transferred to the successor agency. Verify that successor agencies remitted all unencumbered balances of RDA funds to the county controller for distribution to taxing entities, pursuant to Health and Safety Code section 34177(d). Review Final Recognized Obligation Payment Schedule (ROPS): Verify that the certified ROPS has been approved by the Oversight Board. Obtain a copy of the final ROPS from the successor agency. Verify that the final ROPS was submitted to the County Auditor-Controller, the State Controller, and the Department of Finance by April 15, 2012, and is posted on the website of the successor agency (Health and Safety Code section 34177(l)(2)(C)). Determine the priority and source of payments to be made from the Redevelopment Property Tax Trust Fund pursuant to Health and Safety Code section 34183(a)(2). Obtain a copy of the final statement of indebtedness and note any difference between the Statement of Indebtedness and the final ROPS. Verify that payments were made in accordance with the final ROPS. Identify enforceable obligations on the final ROPS that were not already tested in other procedures, and test in accordance with the procedures above. RFP-CCO-FY Request for Statement of Qualifications Page 21 of 45

23 ATTACHMENT B ACKNOWLEDGEMENT AND CONFIDENTIALITY AGREEMENT Contractor s Name: GENERAL INFORMATION The Contractor referenced above has entered into an agreement with the County of Santa Clara to provide certain services to the County. The County requires the Contactor to sign this Contractor Acknowledgement and Confidentiality Agreement. CONTRACTOR ACKNOWLEDGEMENT Contractor understands and agrees that the Contractor employees, consultants, sub-contractors and independent contractors (Contractor s Staff) that will provide services in the above referenced agreement are Contractor s sole responsibility. Contractor understands and agrees that Contractor s Staff must rely exclusively upon Contractor for payment of salary and any and all other benefits payable by virtue of Contractor s Staff s performance of work under the above-referenced agreement. Contractor understands and agrees that Contractor s Staff are not employees of the County of Santa Clara for any purpose whatsoever and that Contractor s Staff do not have and will not acquire any rights or benefits of any kinds from the County of Santa Clara by virtue of performance of work under the above referenced agreement. Contractor understands and agrees that Contractor s Staff will not acquire any rights or benefits from the County of Santa Clara pursuant to any agreement between any person or entity and the County of Santa Clara. CONFIDENTIALITY AGREEMENT Contractor and Contractor s Staff may be involved with work pertaining to services provided by the County of Santa Clara and, if so, Contactor and Contractor s Staff may have access to confidential data and information pertaining to persons and/or entities receiving services from the County. In addition, Contactor and Contractor s Staff may also have access to proprietary information supplied by other vendors doing business with the County of Santa Clara. The County has a legal obligation to protect all such essential data and information in its possession, especially data and information concerning health, criminal, and welfare recipient records. Contractor and Contractor s Staff understand that if they are involved in County work, the County must ensure that contractor and Contractor s Staff will protect the confidentiality of such data and information. Consequently, Contractor must sign this Confidentiality Agreement as a condition of work to be provided by Contractor s Staff for the County. Contractor and Contractor s Staff hereby agrees that they will not divulge to any unauthorized person any data or information obtained while performing work pursuant to the above-referenced contract between Contractor and the County of Santa Clara. Contractor and Contractor s Staff agree to forward all requests for the release of any data or information received to County s Project Manager. Contractor and Contractor s Staff agree to agree to keep confidential all health, criminal, and welfare recipient records and all data and information pertaining to persons and/or entities receiving services from the County, design concepts, algorithms, programs, formats, documentation, Contractor proprietary information and all other original materials produced, created, or provided to Contractor and Contractor s Staff under the above-referenced agreement. Contractor and Contractor s Staff agrees to protect these confidential materials against disclosure to other than Contractor or County employees who have a need to know the information. Contractor and Contractor s Staff agree that if proprietary information supplied by other County vendors is provided to Contractor or Contractor s Staff during this employment, Contractor and Contractor s Staff shall keep such information confidential. RFP-CCO-FY Request for Statement of Qualifications Page 22 of 45

24 Contractor and Contractor s Staff agree to report any and all violations of this agreement by Contractor and Contractor s Staff and/or by any other person of whom Contractor and Contractor s Staff become aware. Contractor and Contractor s Staff acknowledge that violation of this agreement may subject Contactor and Contractor s Staff to civil and/or criminal action and that the County of Santa Clara may seek all possible legal redress. Authorized Signature: Date: Printed Name: Title: Contractor Name: RFP-CCO-FY Request for Statement of Qualifications Page 23 of 45

25 ATTACHMENT C NON COLLUSION DECLARATION I,, am the (Print Name) of, (Position/Title) (Name of Company) the party making the foregoing proposal that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the Offeror has not directly or indirectly induced or solicited any other Offeror to put in a false or sham bid; and has not directly or indirectly colluded, conspired, connived, or agreed with any Offeror or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the Offeror has not in any manner directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the Offeror or any other Offeror, or to fix any overhead, profit, or cost element of the bid price, or of that of any other Offeror, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the Offeror has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. I declare under penalty of perjury under the Laws of the State of California that the foregoing is true and correct: COMPANY NAME: AUTHORIZED SIGNATURE PRINT NAME: DATE: RFP-CCO-FY Request for Statement of Qualifications Page 24 of 45

26 ATTACHMENT D INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES CONTRACTS (e.g. Medical, Legal, Financial services, etc.) Indemnity The Contractor shall indemnify, defend, and hold harmless the County of Santa Clara (hereinafter "County"), its officers, agents, and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, performance of this Agreement by Contractor and/or its agents, employees, or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for the County. The Contractor shall reimburse the County for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, defend and hold harmless the County under this Agreement. Insurance Without limiting the Contractor's indemnification of the County, the Contractor shall provide and maintain at its own expense, during the term of this Agreement, or as may be further required herein, the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Agreement, the Contractor shall provide a Certificate of Insurance certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the requesting County department, unless otherwise directed. The Contractor shall not receive a Notice to Proceed with the work under the Agreement until it has obtained all insurance required and such insurance has been approved by the County. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. B. Qualifying Insurers All coverages, except surety, shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A- V, according to the current Best's Key Rating Guide or a company of equal financial stability that is approved by the County's Insurance Manager. RFP-CCO-FY Request for Statement of Qualifications Page 25 of 45

27 C. Notice of Cancellation All coverage as required herein shall not be canceled or changed so as to no longer meet the specified County insurance requirements without 30 days' prior written notice of such cancellation or change being delivered to the County of Santa Clara or their designated agent. D. Insurance Required 1. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows: a. Each occurrence - $1,000,000 b. General aggregate - $2,000,000 c. Personal Injury - $1,000, General liability coverage shall include: a. Premises and Operations b. Personal Injury liability c. Severability of interest 3. General liability coverage shall include the following endorsement, a copy of which shall be provided to the County: Additional Insured Endorsement, which shall read: County of Santa Clara, and members of the Board of Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara, individually and collectively, as additional insureds. Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the County of Santa Clara, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. Public Entities may also be added to the additional insured endorsement as applicable and the contractor shall be notified by the contracting department of these requirements. RFP-CCO-FY Request for Statement of Qualifications Page 26 of 45

28 4. Automobile Liability Insurance For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to owned, non-owned and hired vehicles. 4a. Aircraft/Watercraft Liability Insurance (Required if Contractor or any of its agents or subcontractors will operate aircraft or watercraft in the scope of the Agreement) For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned non-owned and hired aircraft/watercraft. 5. Workers' Compensation and Employer's Liability Insurance a. Statutory California Workers' Compensation coverage including broad form all-states coverage. b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence. 6. Professional Errors and Omissions Liability Insurance a. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per occurrence/aggregate. b. If coverage contains a deductible or self-retention, it shall not be greater than fifty thousand dollars ($50,000) per occurrence/event. c. Coverage as required herein shall be maintained for a minimum of two years following termination or completion of this Agreement. 7. Claims Made Coverage If coverage is written on a claims made basis, the Certificate of Insurance shall clearly state so. In addition to coverage requirements above, such policy shall provide that: a. Policy retroactive date coincides with or precedes the Consultant's start of work (including subsequent policies purchased as renewals or replacements). b. Policy allows for reporting of circumstances or incidents that might give rise to future claims. RFP-CCO-FY Request for Statement of Qualifications Page 27 of 45

29 E. Special Provisions The following provisions shall apply to this Agreement: 1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the County or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to the provisions concerning indemnification. 2. The County acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the part of the Contractor. However, this shall not in any way limit liabilities assumed by the Contractor under this Agreement. Any self-insurance shall be approved in writing by the County upon satisfactory evidence of financial capacity. Contractors obligation hereunder may be satisfied in whole or in part by adequately funded self-insurance programs or self-insurance retentions. 3. Should any of the work under this Agreement be sublet, the Contractor shall require each of its subcontractors of any tier to carry the aforementioned coverages, or Contractor may insure subcontractors under its own policies. 4. The County reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above. F. Fidelity Bonds (Required only if contractor will be receiving advanced funds or payments) Before receiving compensation under this Agreement, Contractor will furnish County with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Agreement, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the County cited herein. If such bond is canceled or reduced, Contractor will notify County immediately, and County may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Agreement, at the option of County. RFP-CCO-FY Request for Statement of Qualifications Page 28 of 45

30 ATTACHMENT E REDEVELOPMENT AGENCIES ENFORCEABLE OBLIGATION PAYMENT SCHEDULES FOLLOW IN THE ORDER SET FORTH BELOW Campbell Enforceable Obligation Payment Schedule Cupertino Enforceable Obligations Payment Schedule Los Gatos Enforceable Obligations Payment Schedule Milpitas Enforceable Obligations Payment Schedule Morgan Hill Enforceable Obligations Payment Schedule Mountain View Enforceable Obligations Payment Schedule San Jose Enforceable Obligations Payment Schedule Santa Clara Enforceable Obligations Payment Schedule Sunnyvale Enforceable Obligations Payment Schedule RFP-CCO-FY Request for Statement of Qualifications Page 29 of 45

31 Name of Redevelopment Agency: City of Campbell Page 1 of 1 Pages Project Area(s) Central Campbell Redevelopment Project Area Enforceable Obligation Payment Schedule Per AB 26 - Section and (*) Source of Payment by Month Funding Total Outstanding Total Due During Project Name / Debt Obligation Payee Description Debt or Obligation Fiscal Year Aug Sept Oct Nov Dec Jan Feb March April May June Total 1) 1997 Certificates of Participation US Bank Bonds Issued to fund Capital Projects TI Revenue $9,281,229 $304,781 $165,765 $139,016 $304,781 2) 2002 Certificates of Particiaption US Bank Bonds Issued to purchase Com.Center TI Revenue $4,939,369 $360,964 $312,930 $48,034 $360,964 3) Reimburssement Agreement City of Campbell Bonds Issued to fund Community Center TI Revenue $10,400,000 $400,000 $250,000 $150,000 $400,000 4) 2002 Tax Allocation Bonds US Bank Bonds for downtown parking structure TI Revenue $15,300,000 $1,490,444 $1,222,499 $267,945 $1,490,444 5) 2005 Tax Allocation Bonds US Bank Bonds for Community Center Improv. TI Revenue $12,300,000 $683,381 $409,346 $274,035 $683,381 6) East Campbell Avenue Improv. Redgwick Construction street improvements Bond Proceeds $143,000 $83,000 $40,000 $40,000 $3,000 $166,000 7) East Campbell Avenue Improv. KimleyHorn Associates street improvements Bond Proceeds $14,000 $9,550 $8,000 $1,550 $9,550 8) East Campbell Avenue Improv. Cityof Campbell Employee costs Bond Proceeds $2,000 $2,000 $1,000 $1,000 $2,000 9) Administrative costs City of Campbell Support Services TI Revenue $314,623 $314,623 $28,602 $28,602 $28,602 $28,602 $28,602 $28,602 $28,602 $28,602 $28,602 $28,602 $28,602 $314,622 Employee Costs Employees of Suc. Agency Payroll for employees TI Revenue $250,000 $250,000 $20,833 $20,833 $20,833 $20,833 $20,833 $104,165 10) Employee Costs Employees of Agency Payroll for employees TI Revenue $389,003 $389,003 $35,364 $35,364 $35,364 $35,364 $35,364 $35,364 $35,364 $35,364 $35,364 $35,364 $35,363 $389,003 11) Santa Clara County Admin Fee Santa Clara County Property Tax Administration Fees TI Revenue 1,500, , $ - 12) Social Service Contracts Catholic Charities Affordable Housing Assistance Housing Funds 52, , ) Affordable Housing Projects Housing Trust of SCC Affordable Housing Assistance Housing Funds 800, , ) Social Service Contract Sacred Heart C.S. Rental Assistance Housing Funds 14, , TOTAL 55,699, ,111, , , ,464, , , $4,224,910 Pass Through Obligations** 1) Pass thru Agreement Santa Clara County Per Section TI & Reserves 42,778, ,037, ,037, $2,037,078 2) Pass thru Agreement City of Campbell L&L Distric Per Section TI & Reserves 2,003, , , $95,401 3) Pass thru Agreement County Superintendent of ScPer Section TI & Reserves 2,509, , , $119,505 4) Pass thru Agreement West Valley-Mission CC DistPer Section TI & Reserves 4,144, , , $197,358 5) Pass thru Agreement Cambrian School District Per Section TI & Reserves 3,362, , , $160,111 6) Pass thru Agreement BAAQMD Per Section TI & Reserves 10, $485 7) Pass thru Agreement Santa Clara Valley Water Di Per Section TI & Reserves 763, , , $36,353 8) Pass thru Agreement Campbell Union High Schoo Per Section TI & Reserves 8,677, , , $413,237 9) 1992 City Election of 2% City of Campbell Per Section TI & Reserves 750, , , $30,059 TOTAL 65,000, ,089, $ - TOTAL OBLIGATIONS 120,699, ,200, ** Pass through obligations are estimated and will vary depending upon annual revenues $ - $ - $ $ $ $ $ $

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