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HomeMy WebLinkAboutSR - R26690 - Prep of Housing Rplcmnt 4 County Village AptsPALM DESERT REDEVELOPMENT AGENCY STAFF REPORT REQUEST: APPROVE CONTRACT NO. R- 26690 WITH OVERLAND, PACIFIC & CUTLER, INC., IN AN AMOUNT NOT TO EXCEED $66,375 FOR CONTRACT FEES, PLUS REIMBURSABLE EXPENSES NOT -TO - EXCEED $10,000 FOR THE PREPARATION OF A HOUSING REPLACEMENT PLAN AND RELOCATION PLAN FOR THE COUNTRY VILLAGE APARTMENTS LOCATED AT 42-455 AVENUE OF THE STATES SUBMITTED BY: MARTIN ALVAREZ, REDEVELOPMENT MANAGER CONSULTANT: OVERLAND, PACIFIC & CUTLER, INC. 41555 COOK STREET PALM DESERT, CA 92260 DATE: JUNE 28, 2007 CONTENTS: AGREEMENT FOR PROFESSIONAL SERVICES OVERLAND, PACIFIC & CUTLER, INC., PROPOSAL AERIAL MAP Recommendation: By Minute Motion, that the Agency Board: Approve Contract No. R- 26690 with Overland, Pacific & Cutler, Inc., (OPC) in an amount not -to -exceed $66,375 for contract fees plus reimbursable expenses not -to -exceed $10,000 for the preparation of a Housing Replacement Plan and Relocation Plan for the Country Village Apartments located at 42-455 Avenue of the States; and 2. Authorize Chairman to execute said agreement. Funds are available in Account No. 870-4195-466-3092. Executive Summary The Country Village Apartments are located at 42-455 Avenue of the States (see attached ariel map). The Housing Authority acquired the 66-unit apartment complex and Casey's Restaurant in the fall of 2005. The apartment complex has 15 remaining occupied units. If the Agency Board approves this item, OPC will be authorized to prepare a Housing Replacement Plan and Relocation Plan for the remaining tenants. OPC is a qualified firm with extensive experience in right of way acquisition and relocation plans. Staff Report Approve Contract R- 26690 with Overland, Pacific & Cutler, Inc. for Replacement/Relocation Plan at Country Village Apartments Page 2 of 2 June 28, 2007 Discussion: The Redevelopment Agency's intention is to redevelop the 1.47-acre apartment site to accommodate a more efficient site plan and unit type, as well as to continue to provide affordable housing to serve the needs of the community. Prior to redeveloping the site, California Redevelopment Law requires the preparation of a housing replacement plan and relocation plan for displaced residents. The housing replacement plan will identify available affordable replacement units within the project area to replace the Country Village Apartments if the site is redeveloped. The relocation plan includes, but is not limited to the following: • Interview and identification of all tenants that are eligible for relocation benefits. • Preparation of individual relocation packages for eligible persons. • Provide the tenants with on -going advisory services to minimize hardship. • Provide written referrals to replacement housing and physically assist displacees in locating replacement housing. • Inspect replacement dwellings to determine if they meet "decent, safe, and sanitary requirements. Once both plans are prepared, they will be presented to the Agency Board and will be made available for public input and comment. In the summer of 2006, staff received and reviewed proposals from three firms for relocation services. The firms were ranked based on qualifications and price. OPC was chosen as the most qualified firm and a cost was negotiated for preparing both a housing replacement and relocation plan. OPC is a local firm that has successfully assisted many government agencies with these types of services. Staff recommends authorization to award a professional services contract to Overland, Pacific & Cultler, Inc., in an amount not -to -exceed $66,375, plus up to $10,000 for reimbursable expenses for preparation of both housing replacement and relocation plans for the Country Village Apartment project. Submitted Martin Alvarez Redevelopment Manager Approval: ehy, ACM Re ment Carlos L�Ortga, Executive Director Dave Yrigoye Director of evelopment/Housing (a� Paul S. Gibson, Director of Finance U'ed BY RDA �- U ON (0 % G:\rda\Beth Longman\Staff Reports\Alvarez\Cty Vill Reloc-OPC Agmt 062807.doc VERIFIED BY Original on file with City Clerk's Office Contract No. R26690 AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is made and entered into this 28th day of June 2007, ("Effective Date") by and between the PALM DESERT REDEVELOPMENT AGENCY ("Agency") and OVERLAND, PACIFIC, 8� CULTLER, INC. a California Corporation ("Consultant") (sometimes referred to individually or collectively as "Party" or "Parties"). WITNESSETH WHEREAS, Agency desires to retain Consultant as an independent contractor to perform certain technical and professional consulting services in connection with the COUNTRY VILLAGE APARTMENT project, subject to the terms and conditions specified below, in the documents attached and incorporated herein, and applicable federal, state and local law. NOW, THEREFORE, in consideration of perFormance by the Parties of the mutual promises, covenants, and conditions herein contained, the Parties hereto agree as follows: 1. Consultant's Services. 1.1 Nature of Services. Consultant shall provide professional and technical services on a non-exclusive basis, as more particularly described in Section 3, below, and in Exhibit A, Scope of Services. 1.2 Personnel. Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Consultant or under its direct supervision, and all personnel engaged in the work shall be qualified, and shall be authorized or permitted under state and local law to perform such services. 1.3 Standard of Performance. Consultant shall perForm all services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to Agency. 1.4 Consultant Representative. For the purposes of this Agreement, the registered architect, engineer, or landscape architect who will serve as the Consultant Representative shall be BOB STODDARD ("Consultant Representative"). 1.5 Time of Commencement. The execution of this Agreement by the Parties does not constitute an authorization to proceed. A separate written Notice to Proceed shall be issued by the Agency Representative, and Consultant shall not commence work until receipt of such written Notice(s) to Proceed, as further set forth in Sections 2 and 3, below. 1.6 Time of Performance/Time is of the Essence. Consultant shall commence the services contemplated under this Agreement immediately upon receipt of a written Notice to Proceed from the Agency, and shall prosecute to completion each task listed in Section 3 in a timely and diligent manner. Contract No. R26690 2. Services by Agency: 2.1 Aqencv Representative. For the purposes of this Agreement, the Agency Representative shall be MARTIN ALVAREZ, or such other person designated by the Agency's Executive Director ("Agency Representative"). 2.2 Provision of Data. All information, data, reports and records and maps as are existing and available from the Agency and necessary for the carryings out of the work outlined in Exhibit "A" hereof shall be furnished to Consultant without charge by Agency, and Agency shall cooperate in every way reasonable in the carrying out of the work without delay. 2.3 Proiect Budqet. The Agency shall provide a budget for the project that shall include contingencies for bidding, changes during construction, and other costs which are the responsibility of the Agency. 2.4 Tests and Inspection. The Agency shall furnish structural, mechanical, chemical, and other laboratory tests, inspections, and reports as required by law or the contract documents, provided however that the Consultant shall advise the Agency in advance of the necessity of such tests and inspections, and shall coordinate and cooperate with the testing and inspection agencies, if any, at no additional cost to the Agency. 3. Consultant's Scope of Work. Upon delivery by Agency to Consultant of a written Notice to Proceed, Consultant shall immediately commence work pursuant to this Agreement. Consultant's scope of work shall consist of the services in Exhibit A appended to this Agreement. 3.1 Reportinq & Record Keepinq. To assist Agency in the performance of its planning, reporting, and financial administration obligations, Consultant shall, throughout the term of this Agreement, keep Agency reasonably informed of progress on work required under this Agreement, and of any problems or delays, anticipated or otherwise, associated with each aspect of the work. Consultant shall promptly respond to any request by Agency for information, progress reports, or documentation. Consultant shall maintain accurate records of all work performed for each Assignment under this Agreement, including but not limited to originals or copies, as applicable, of all deliverable documents described in Exhibit A. Upon the completion of work, and if requested by the Agency, Consultant shall deliver to Agency the originals of all renderings, models, or documentation produced, and may retain copies of such documentation, at Consultant's election. 3. 2 Compliance with Laws. Consultant shall at all times possess any and all licenses and permits necessary to provide the services herein, and shall comply with applicable federal, state and local laws, ordinances, codes and regulations in the performance of this Agreement, and with all applicable with any applicable City of Palm Desert policies and guidelines. 3.3 Confidentialitv. Except as otherwise permitted or required by law, Consultant shall maintain as confidential and shall not disclose any and/or all information received in the course of performing pursuant to this Agreement. a G:\rda\Beth Longman\Staff ReportsWlvarez\OPC Prof Svc Agree.DOC Contract No. R26690 Consultant shall promptly inform the Agency in the event Consultant receives a subpoena or court order requiring disclosure of confidential information. 4. Not Used 5. Compensation. Agency shall pay Consultant for the Services provided under this Agreement on the following basis. 5.1 Not-to-Exceed Fee: Agency shall pay to Consultant a total amount not to exceed $66,375 for the basic services described in Exhibit A. Payment shall be made on a monthly basis, based upon the hourly rates also defined in Exhibit A, multiplied by the number of hours worked by each classification of personnel assigned to the project during the previous calendar month. The not-to-exceed fee shall not be exceeded without written agreement between the parties. 5.2 Additional Services: Additional services beyond those described in Exhibit A shall be reimbursed on a time-spent basis at the hourly rates described in Exhibit C. Agency shall not be obligated to compensate Consultant for additional services performed without advance authorization from the Agency Representative. 5.3 Reimbursable Expenses: Agency shall pay to Consultant actual costs plus ten percent (10%), subject to the limitation given below, for expenses incurred on behalf of the project for long distance telephone calls, reproduction, express delivery and courier services, postage, out-of-town travel if pre-approved in writing by the Agency Representative, and other expenses directly attributable to the project and expressly approved by the Agency Representative. Reimbursable expenses, including ConsultanYs mark-up, shall not exceed $ 10,000 for this project. 5.4 Extraordinary Expenses/Costs. No claims for additional services, expenses or costs incurred by Consultant will be allowed unless such additional services, expenses or costs are authorized by Agency in writing prior to the performance or incurrence of such services, expenses or costs. Any additional services, expenses or costs authorized by Agency shall be compensated at rates mutually agreed upon by the Parties in writing. 6. Method of Payment. 6.1 Invoices. Consultant shall submit to Agency invoices each month for all services, if any, completed, and all expenses or costs incurred pursuant to this Agreement during the preceding month. The invoices shall describe the services rendered during the period and shall show the number of hours worked, the hourly rates charged, and any milestone achievements. Copies of receipts for expenses or costs shall be submitted with each invoice. Agency shall review such invoices and notify Consultant in writing within fifteen (15) calendar days of any disputed amounts. 6.2 Payment. Agency shall pay all undisputed portions of the invoice within thirty (30) calendar days after receipt of the invoice up to the maximum amounts set forth in Section 5. 3 G:\rda\Beth Longman\Staff Reports�Alvarez\OPC Prof Svc Agree.DOC Contract No. R26690 6.3 Audit of Records. At any time during regular working hours, all records, invoices, time cards, cost control sheets and other records maintained by Consultant shall be available for review and audit by the Agency. 7. Ownership of Work Product. 7.1 Proqertv of Aqencv. All documents including but not limited to plans, bids, proposals, correspondence, permits, certificates, contracts, change orders, invoices, receipts, reports, analyses or other written material developed or obtained by Consultant in the performance of this Agreement, including any and all intellectual property rights arising therefrom ("Work Product"), shall be and remain the property of Agency without restriction or limitation upon its use or dissemination by Agency. Promptly upon the completion of each Assignment, or at any other time upon reasonable notice to Consultant by Agency, Consultant shall deliver all Work Product to Agency. 7.2 Re-Use of Work Product. Agency and Consultant agree that all documents, other than invoices, prepared by Consultant pursuant to this Agreement shall be used exclusively for the subject project, and shall not be used for any other work without the mutual agreement of the Parties. Such material shall not be the subject of a copyright application by Consultant. In the event Consultant permits the re-use or other use of such Work Product, Agency shall require the party using them to indemnify and hold harmless Agency and Consultant regarding such re-use or other use, and Agency shall require the party using them to eliminate any and all references to Consultant from such Work Product. In the event Agency re-uses such Work Product on any project other than the project for which they were prepared, such re-use shall be at the sole risk of Agency unless Agency compensates Consultant for such reuse. 8. Conflict of Interest/Prohibited Conduct and Interests 8.1 Conflict of Interest. Consultant and its officers, employees, associates and sub consultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this Agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant shall retain the right to perForm similar services for other clients, but Consultant and its officers, employees, associates and sub consultants shall not, without the prior written approval of the Agency Executive Director, perForm work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or sub consultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute. 8.2 No Solicitation. Consultant, on behalf of itself and its officers, employees, agents and representatives, warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or 4 G:\rda\Beth Longman\Staff ReportsWlvarez\OPC Prof Svc Agree.DOC Contract No. R26690 violation of this warranty, Agency shall have without notice or liability, or in its discretion consideration, or otherwise recover, the ful percentage, brokerage fee, gift or contingent fee, the right to terminate this Agreement to deduct from the contract price or I amount of such fee, commission, 8.3 No Financial Interest - Aqencv. No officer, member or employee of Agency during his or her tenure or one year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. The Parties hereto covenant and agree that to their knowledge no member of the Agency Board, or officer or employee of Agency, has any interest, whether contractual, non-contractual, financial or otherwise, in this Agreement, or the subject matter thereof, nor any business or financial relationship with Consultant, and that if any such interest comes to the knowledge of either Party at any time a full and complete disclosure of all such information will be made in writing to the other Party or Parties, even if such interest would not be considered a conflict of interest under applicable laws. 8.4 No Financial Interest — Consultant. Consultant hereby covenants, on behalf of itself, and its officers, employees, agents and representatives, that at the time of executing this Agreement it has no interest, and that it shall not acquire any interest in the future, direct or indirect, which would conflict in any manner or degree with the perFormance of services required to be performed pursuant to this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by Consultant. At no time during the term of this Agreement, and for one (1) year thereafter, shall Consultant or anyone acting on ConsultanYs behalf, accept anything of value from any contractor or subcontractor performing services in connection with the project. 9. Indemnification. Other than in the performance of professional services and to the fullest extent permitted by law, Consultant shall indemnify, defend and hold the City, Agency, and City's and Agency's elected officials, officers, employees, agents and volunteers free and harmless from and against all tort liability, including liability for claims, suits, actions, expenses or costs of any kind, whether actual, alleged or threatened, actual attorney's fees, court costs, and expert witness fees incurred by City or Agency, arising out of or in any way connected with, in whole or in part, the acts or omissions of Consultant, or any of ConsultanYs officers, agents, employees or contractors, in the performance of this Agreement, including but not limited to, claims, suits and liabilities for bodily injury, death or property damage to any individual or entity, including employees or officials of Consultant. The provisions of this paragraph shall not apply to claims arising out of the sole negligence or willful misconduct of City or Agency, any of City's or Agency's elected officials, officers, employees or agents. In addition to the foregoing, Consultant shall indemnify, protect, defend and hold harmless the Agency and the City of Palm Desert, their officials, employees, agents and representatives from and against any and all losses, liabilities, damages, costs, and expenses, including attorney's fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of the Consultant, its officers, agents, employees or sub-Consultants (or any entity or individual that the 5 G:\rda\Beth Longman\Staff Reports�Alvarez\OPC Prof Svc Agree.DOC Contract No. R26690 Consultant shall bear the legal liability thereof) in the performance of professional services under this agreement. 10. Insurance. Consultant will maintain insurance in conformance with the requirements set forth below. If Consultant's existing coverage does not meet the requirements set forth here, it will be amended to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to Agency in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to Agency. 10.1 Workers' Compensation and Emqlo�rer's Liability. Consultant shall provide Workers Compensation and Employer's Liability Insurance on an approved policy form providing benefits as required by law with employer's liability limits no less that $1,000,000 per accident or disease. 10.2 Professional Liabilitv or Errors and Omissions. Professional Liability or Errors and Omissions insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of' the insured and must contain a provision establishing the insurer's duty to defend. The policy retroactive date must be on or before the effective date of this agreement. 10.3 Automobile LiabilitY. Consultant shall provide auto liability coverage with a limit of no less than $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be met through a non-owned auto endorsement to the CGL policy. 10.4 Waiver. If the Consultant does not carry Worker's compensation coverage, or if the Consultant will not operate any vehicles at any time within the scope of the services in the agreement, provisions for these coverages may be waived upon review and approval of the Agency's Risk Manager. 11. Status as Independent Contractor. Consultant is, and shall at all times remain as to Agency, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of Agency. Neither Agency nor any of its officials, employees or agents shall have control over the conduct of Consultant or any of ConsultanYs employees, except as set forth in this Agreement. 12. Non-Assignability; Subcontracting. Consultant shall not assign or subcontract all or any portion of this Agreement without the Agency's prior, written consent. Any attempted or purported assignment or sub-contracting by Consultant shall be null, void and of no effect. 13. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, 6 G:\rda\Beth Longman\Staff ReportsWlvarez\OPC Prof Svc Agree.DOC Contract No. R26690 marital status, national origin, ancestry, age, physical or mental disability, medical condition, or sexual orientation. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental disability, medical condition, or sexual orientation. This clause shall be included in any contract prepared or approved by Consultant in connection with performance of its services under this Agreement. 14. Cooperation. In the event any claim or action is brought against Agency or City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation, which Agency or City might require. 15. Termination. The right is reserved by the Agency to terminate the Agreement at any time upon seven (7) days written notice, in the event the project is to be abandoned or indefinitely postponed, or in the event the Consultant's services, in the sole judgment of Agency, are unsatisfactory or because of the Consultant's failure to prosecute the work with diligence or within the time limits specified or because of his disability or death. In any such case, the Consultant shall be paid the reasonable value of the services rendered, based upon Consultant's standard hourly rates, up to the time of the termination. The Consultant shall keep adequate records to substantiate costs and provide copies of original timecards in the event of termination or suspension. 16. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be given by first class U.S. mail or by personal service. Notices shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during ConsultanYs and Agency's regular business hours or by facsimile before or during Consultant's regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the Parties may, from time to time, designate in writing pursuant to the provisions of this section. All notices shall be delivered to the Parties at the following addresses: Agency: Carlos L. Ortega, Executive Director Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, California 92260-2578 Tel: (760) 346-0611 Fax: (760) 341-6372 With a copy to: Martin Alvarez Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, California 92260-2578 Tel: (760) 346-0611 Fax: (760) 341-6372 � G:\rda\Beth Longman\Staff Reports�Alvarez\OPC Prof Svc Agree.DOC Contract No. R26690 Consultant: Bob Stoddard Overland, Pacific & Cutler, Inc. 41555 Cook Street, Suite 250 Palm Desert, CA 92260 Tel: (760) 776-1238 / Fax: (760) 776-1636 17. Non-Waiver of Terms, Rights and Remedies. Waiver by either Party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by Agency of any payment to Consultant constitute or be construed as a waiver by Agency of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by Agency shall in no way impair or prejudice any right or remedy available to Agency with regard to such breach or default. 18. Attorney's Fees. In the event that either Party to this Agreement shall commence any legal action or proceeding for damages for breach, or to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and experts' costs. 19. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. 20. Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between Consultant and Agency. This Agreement supersedes all prior oral or written negotiations, representations or agreements. No promise or representation, whether oral or written, express or implied, that is not set forth herein, shall be binding or have any force or effect. This Agreement may not be amended, nor any provision waived, except in a writing signed by the Parties which expressly refers to this Agreement. 21. Partial Invalidity. In case any provision of this Agreement should be deemed by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions shall not be affected or impaired thereby. 22. Successors. This Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors and assigns of the parties to this Agreement. s G:\rda\Beth Longman\Staff Reports�Alvarez\OPC Prof Svc Agree.DOC Contract No. R26690 23. Waivers. No waiver of any breach or default of any term or provision of this Agreement shall be deemed a waiver of any other term or provision of this Agreement, and no waiver shall be valid unless in writing and executed by the waiving party. 24. Construction. Section headings in this Agreement are solely for the convenience of the parties and are not a part of and shall not be used to interpret this Agreement. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. Unless otherwise indicated, all references to Sections ace to this Agreement. All exhibits to this Agreement are hereby incorporated by reference. 25. In case of conflicts within the contract documents, the document precedence shall be as follows: (a) This Agreement (b) Exhibit A— Scope of Services Proposal (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) 9 G:\rda\Beth Longman\Staff ReportsWlvarez\OPC Prof Svc Agree.DOC Contract No. R26690 IN WITNESS WHEREOF, said parties have executed this Agreement effective as of the Effective Date above. OVERLAND, PACIFIC & CUTLER, INC. By: Its: By: Its: PALM DESERT REDEVELOPMENT AGENCY Richard S. Kelly, Chairman ATTEST: Rachelle D. Klassen, Secretary APPROVED AS TO FORM Dave Erwin, City Attorney lo G:\rda\Beth Longman\Staff ReportsWlvarez\OPC Prof Svc Agree.DOC � State of California } } SS. County of } On � , , before me, a Notary Public, personally appeared 0 , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature Contract No. R26690 (seal) DESCRIPTION OF ATTACHED DOCUMENT: (TITLE OR TYPE OF DOCUMENT) (NUMBER OF PAGES) (DATE OF DOCUMENT) (SIGNER(S) OTHER THAN NAMED ABOVE) Right Thumbprint of Signer (Optional) EXHIBIT A SCOPE OF SERVICES PROPOSAL ii G:\rda\Beth Longman\Staff ReportsWlvarez\OPC Prof Svc Agree.DOC 1 ,' � :.i�'-.� . ' �� 'ti��5 ' � � ,�5h 'rt���� t��i,y°� �� I �' , :�ti� — — . . �5* - a�{ ��'� ��-`Y" ..i}' �y. %��'P�� - J$�{.'f��Y.��- : _ _ yi-. �iy x �~� '�'�'��; ;� �. � I ��v �_�`� s 4,_ _ :�'. . ��. , !�4— 0 o- April 12, 2007 Mr. Martin Alvarez Redevelopment Manager Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palrr� Desert, CA 9226Q-2578 41555 Cook Streat, Su€te 250 Palm Desert, CA 92260 7b0.776.1238 ph 750.776.163b fax www.OPCservices.com Revised Froposal from July 6, 2005 RE: Rig1�t of Way Relocation Assistanoe Services Proposal - Country Village Apartrnent Project Dear Mr. Aivarez: ���� � �� �V kx - .4k. _ Overland, Pacific & Cntler, Jnc. is pleased to submit its proposal to provide the Palm Desert Redevelopment Agency with reiocation services far the Country Village Aparhnent Pro,�ect. We understand this project entails the permanent displacements of 6b residences due to the planned demolition of the apartrnent complex. For over 25 years Overland, Pacific & Cutier b�a,s provided on-call and projeot based real estate services ta numerous government agencies including local, regional, state and federal agencies and has alsn assisted agencies in developing riglat of wa�+ policies and procedures. With ovear 100 full-time, acquisition, relocation and property management professionals, and as o�e of �the largest real estate consulting iums in the nation, Qvarland, Pacific & Cutler is prepared to provide a team of rigl�t of r�vay specialists to serve as your real estate atm ax�d to work coaperatively with your staif: Our focus on customer service, coupled with consistent delivery of reliable services and work produc�s, has solidified our position as the premier firm in this arena. In addition to being one of the largest and mast capable right of way service organizations in the nation, OPC is also a local company. We have served the desert communities since 1995 and remain �he only riglit of way �rm in the Coachella Valley. This lacal positioning distinguishes us from atb.er firms, as th� trae test of a firm is the staying power after SO% of #ha project work is complete. A project of this magnitude is most likely to attract other iums who feel they may be able to attempf such an endeavor, but a loca�, permanent presence can make the difFerence between having a partially completed �roject rrersus having an entirely cornpleted project, on time and within budget. Perhaps most importantly, OPC's local pr�sence pert�i#s elasticity in nneetirxg tirnes with residents. Those community members and stakeholders who will be affected by this project deserve the utmost oare and respect, which OPC will deliver. Curren�y working with yaur Agency on various acqnisitions that relate to tlais project, we look forward to broadening owr relationship to include the Cauntry Village Apartment Project. If you should have any questions, please contact me at 760.776.123$. Sincarely, 1lvert�,rlcl, }'rr�•11i-c � �'f�'fft;rl'. f���:_ Bob Staddard Project Manager �}i..£���'�+,4' �i .�f ��' f�M�'�x.. The �asis o� OPC's work plan is the formation of a highly qualified team of professionals who have the experience in providing relocation services for public agencies and the technical expertise required to succEssfully relocate the required occupants. The overriding goal in our approach is to complete our work in a timely and technically correct tnant�er, as well as treating people and businesses impacted by the project in a respectabie and equitable manner. Success in this relocation assignznent is contingent upon co�ntnunicaiing technical data to people who can be fearful, angry, and may possess limited knowledge of the complex parocess affecting their livelihoods andlor fanailies. It is imperativa that we address the disp�acee's cancerns equitably while attaiaiing the goa.ls of the Agency's project. The benefts of this approach are cost effectiveness, reduction in project delays, a decrease in court actions, and an increase in the public's confidence in the Agency. Although our work plan anticipates completing all the scape items listed in our proposal, to successfully complete the project, more i�han just follo�+ing a step by step method will be necessary. Our vc�ork plan's philosaphy considers its client to be the Agency AND the indi�iduals with wlaom we will woxk i.n the field. This philosaphy of displaced occupants b�ing our client translates into a continued personal presence and an interest in providing whatever services are necessary. Exaimples of this type of assistance which will be implemented by the OPC Team are: ■ Being available to residents and businesses at their convenience ■ Taking the time to go over tlje reiocation program as many times as necessary ■ Driving residents to available replacement sites ■ Working with la�dlords, property managers, real estate agents, escrow and loan afficers to get residents into replacement housing ■ Assisting housing authority personnel for those either on ar applying for Section 8 = Listening to and being compassionate to reside�ats or businessas abaut a�racess that is affec#ing their lives ■ Processing claims and payments expeditiat�sly �t°,f,�rrc�a�,ar���:��;� ��r�r,�iia;,, }�1�r;rr, Becaus� the apartment demolition will elizninate low incorne units within a redevelapment area, we recommend the preparation of a Replacement Housing P1an in accordance with California Redeveloprnent Law. R��f�.�reli�r�r 1�lr��r i're�rrrarlrr�ar A conscientiously prepared relocation plan is a valuable tool in the relocation process. A well- mapped plan aan help the relocation team phase t�e praject so that an adec�uate supply of housing is available. It can alsa identify po#ential commercial pitfalls in the proj�ct scheduling process. The ac#ive steps in the relocation plan preparation process are: 1. Interview all potentialiy affected occupants to determine relocation needs. This includes a business needs analysis including: the nwmber of eznployees at the location, special licensiu�g or zoning needs, needed permits, information on trade areas, special moving requirements, etc. The inteiview alsa queries household information such as: the number, ;_---- � - - Page 8 ' , - .;';.��,;r' ��-� �; �q'�"� ''^ �r;,'�'� �� ��4�r';'� � f�.5�, � ]=,*�'�_�_� a' �.. . ages and gender of all occupants, income of the hausehold, distance to employment and utilized z�eighborhood services, special needs oithe household, etc. 2. Research the marketplace for available replacement locations andlor establish rent schedules for cornpiiing project costs. 3. Compile available housing and business replacement sites. 4. Calculate potentia.l project costs. 5. Draft relocation plan for presentatian to client. G. Ma%e the plan available for public inspection. 7. Make any needed revisions brought up during the public inspection period. Rc+li��►:r��'r`;�.rn 4,�:��r ��r�;r��'e� ��r,�o:x��;��: f.�rr�kf,e ��-:�e:tx�r7f�rrr.r..! OPC wi11 follovv the Unifarm Relocation and Real Property Acquisition Policies and Title 25 — Housing and Community Development {California Code af Regutatxons) to itnplement a controlled relocation assistance program consistent with 1aw and with the Agency's goals. Specific tasks include the folfowing: Residen#ial Occunants 1. Conduct personal, on-site interviews of prospective di,splacees to ascertair� relacation housing needs and special requirements. 2. Tannform displaced persons of available relocation assista�ce services and benefits, and explain relacation process. 3. Provide displacees with on-going advisory assistance to minim�ize their hardship, including referrals to and coardination with community service resources, public housing and other public services, as necessary. 4. Prepare and distribute Tnfoarxnational Statements, Notices of Displacement, 90-Day Notices to Vacate, and ather not�ces, as may be required. S. Frovide written referrals ta replacem�ent housing and physically assist displacees in locating replacement housing, including transporting individuais to view replacexx�.ent sites, if necessary. 6. Prepare replacement housingldown payment assistance entitlement reports �or disp�aced households. 7. Determine eligibility for and proposed amount af relocatian benefits, including movi�ug payments, rentaUdowz� payment assis�ance, and replace�ent housing payrnents. 8. Inspect replacement dwellings to determine if they me�t "decent, safe and sani�ary" requirernents. Page 9 i-� �'�f.� � � '.�;r���ir; �:`�_I �'"��'Y'=.:'={ {: -nS �.�� i.�a:.! � �ti. � i � P 9. Prepare all applicable benefit claim forms, secure claiman�'s signatures an claim forms, and suhmit claim forms to the Agency for processing arid payment. 10. Monitor the move to replacement site, as nec�ssary. i 11. Deliver benefit checks and other appropriate payments to claimants. i 12. Maintain necessary case documentation and pro�ide the Agency with periodic ' standard status reports. � � ; � � � F � � � � � Page 10 '��l - -� "; • -: :�f.-::: v_� . •; ,.:t.. . �� 3r'� �� �4�i� y �r��r,a��e,�' �'e.e:� For activities associa#ed with the 15 residential occupants and in oompliance with state and/or faderal law and the attached Scope of Services, wa propose a%ed case price of the following: Froject Planning and Management Optional — Replacement Housing Flan Optional — Spanish Traaaslation of Relocation Pian � Total $'�,5U0 $3,750 $3,400 $6b,37S For activities associated with the attached Scope of Services, �PC may submit rnonthly invoices for the reiocation services rendered based on a percent complete basis. However, in no event will OPC's total project billing exceed the total per case rate wi#hout prior authorization from the Agency. Additional cases identified during t3�e implementation of the Project, delays or lang-term negotiations in the acqnisition which take the relacation process past nine rnonths, substantial changes in the required scope of work andlor uncooperative occupants which create delay or extranrdinary time committnent, either by �hemselves or because they are being represented by legal counsel, are items which may result ix� tbe revisian of the proposed £ee. Upon completion of services, the remaining balance of the project maximum shall become immediately due and payable. 1�.��i7�rTy J�'i��tc;4 Page 25 � _- .-�.�� - `:�.. -_ i ' I���s���Y� _ ;��. ,:�.�;:.:Y� Relocation Assistance Services for 15 cases ($3,200/case) $48,000 IRegional Manager � 5r. Project Manager Project Manager - Senior Acquisition/Relocation Consultant Acquisitioz�IRelocation ConsultandAnaiyst Real Estate Technician/Escrow Officer/Project Support SecretariallClerical $135.OU per hour $130.00 per hour $120.00 per haur $110.00 per hour $100.40 per hour $ 74.�0 per hour $ 40.00 per hour 1 1 � � 1 The firm considers photocopying, postage, telephone, facsimile and cellula.r comm�utication oharges as a normal part af doing business. These charges are included in the sta.ted hourly rates. Out of-pocket expenses, inclt�ding pre-approved travel and lodging, outside exhibit preparation, requested overnight caurier charges, and specialt�y reproduction will be charged at cost plus 10% to cover administration, coordinatian and handling. Subcontracted services (other than those listed above) will be invoiced at cost plus 10%. Any consulting services or advice necessary for appeal, or to support litiga�ion, such as depositions, pre-trial research and court testimony, are not part of our normal fees and shall be invoiced at two t�mes aur hourly rates. �`la�a�# Li�s� I;��{�: -��'� Page 2b �� _�;; i;��;�. ��r 4w�=���;�' � 4 . �'y��,' ,� �", . �.'+y, � a' '�:_..ekL.:,L-.._ �''�f��i�: o�' �:or.��e�t��s Tableof Contents ............................................................................................................................. 2 Overland, Pacific & Cutler, Inc. Overview ...................................................................................... 3 Areasof Expertise ............................................................................................................................ 4 Scopesaf Work ................................................................................................................................ 8 QA/QC Process ..............................................................................................................................11 ProjectExperience .........................................................................................................................12 KeyPersonnel ................................................................................................................................ � 5 PropasedFees ................................................................................................................................ 25 ClientList ...................................................................................................................................... 26 ���'�;�'fC:::�'. �:,:{���:,�TT�3!���; CALTFORNIA: Overland, Paciiic & Cutler, Inc. l0U West Broadway, Suite 500 Long Beach, CA 408Q2 800.400.7356 Toll Free 562.304.2000 ph 562.304.2020 fa�c Overiand, Pacific & Cutler, Inc. 24422 Avenida de la Carlota, Suit� 275 Laguna Hi11s, CA 92653 949.951.5263 ph 949.95 i.6651 fax Overland, Pacific & Cutler, inc. 7901 Oakport Street, 5uite 4800 Oakland, CA 94621 510.638.3081 ph 510.b38.0750 fax Overland, Pacific & Cutler, Inc. 3170 4�' Aven�ue, Suite 200 San Diego, CA 92103 619.688.7980 ph 619.688.7985 fax WASHINGTON: Overland, Pacific & Cutler, Inc. 10900 NorEh-East 8th Street, Suite 9U0 Bellevue, WA 98a04 425.462.5667 ph 425.462.5657 fax Overland, Pacific & Cutler, Inc. 8950 Ca1 Center Dr., Suite 102 Sacramento, CA 95826 916.857.1520 ph 91b.857.1525 fax TEXAS: Overland, Pacific & Cutler, Inc. 3000 South 3i" Street, Suite 307 Temple, TX 76502 254.778.b060 ph 254.778.6688 faac Overland, Paci�ic & Cutler, Yr►c. 41555 Cook Street, Suite 2S0 Palm Desert, CA 92260 7b0.776.1238 ph 76D.776.1636 fax OHI�: Overland, Pacifio & Ct�tler, Inc. 5335 Far Hills Ave., Suite 220 Dayton, Ohio 45429 937.43b.5216 ph 866.644.6672 Toll Free 937.436.5746 fax PENNSYLVANIA: Overland, Pacific & Cutler Northeast, LLC 29DU Bea1e Avenue Altoona, PA 1bb01 866.944.8006 Toll Free . 814944.8006 ph 814.944.2082 fax Q�erland, Pacific & Cutler Northeast, LLC 1717 Swede Road, Suite 213 Blue Sell, PA 19422 8i4.944.$006 ph 814.944.2082 fax Overland, Facific & Cutler Northeast, LLC Penn Park Building 48 S. Main Straet, Su's#e 211 Pittston, PA 18b40 570.b02.98I0 ph 570.b02.9811 faY NEW MEX�CO: 3827 Pinion Jay NW Albuquerque, NM 87120 505.254.0066 ph 505.254.0077 fax ���r�:�.r�,�;,. i�;���`:�f�c ��: �"'�ut�_��. Enr. �1� c� ���:��:. Overland, P�cific & Cutler, Inc. (OPG� is a full-ser�vice acquisitian, relocation, redevelopment and project management firm serving public and private sectar clients. Our iuma consists of a diverse staff o� over l00 fall-tinne acauisitian. relocation. redeveloument and nroiect m�na ement nrofessionals; more than one-third of those professionals can conduct business in EnglishlSpanish, while a total of 13 different languages are repr�sented. The principals and project �qnnauagers o� O�'C all ha�e significant hands�on case and project o�ersight experience. We conduct training courses and secninars �or numerous professional associations with which we are affiliated, and we malce frequent public pres�ntations to support projects and to educate project stakeholders. O�C pravides an integated start-to-finish scope of services, whioh includes project cost studies and estimates; project management; real property and F&E appraisal; properiy and right o£ way acquisi#ioz�s and negotia#ions; title and escrow; reiocation assistance plans and implemeniation; good�uvill analysis; property rnana.gement; and expert witness testnnony. Services can be contracted individually or as part af a suite of services. Our clients i�nclude local, regional, state and federal public agencies; school districts; and both far-profit and non-proiit c�evelopers. With offices in Califarnia, Te�s, Pennsylvania, Ohio, Washington and New Mexico, OPC implernents prograrns successfully according to its clients' expectation.s--on tixne and within budget. Yr#�Sked ��o�rider O� R��I �S#�#� S�rIP€�eS P#�#i€�r,ally �'ver��n[i, P�eE�ie 8�. �u��r, ��c. is�� Rati�rr�i f�al est�t� 5�r�ices provRder �o �ll types of gov�rr�mer� ay�����- W� are also � ou��r�e�t ��ovidea �o num�rou5 5ta�e De�rkme�rCS of TrariSpol�a$ion (DOT) fncludin�: ■ Calirans Oversight Projects ■ Texas D07 ■ Pennsylvania DOT ■ Alaska DOT + Ohio DOi AdditionaEly, OPC has been awarded an-call contracts with: ■ Washington DOT ■ Oregon DOT OPC is akso currently pre-qualified by: ■ Colorada DOT ■ �w� rwZT ■ K��U�c}+ a0T � Virgi�ia Dc��' • Pd�w ��rsey D0� ■ WeSt Virg��E� DOT Page 3 `�c_ _�,.4,}: _: �� `3,�''�' i��,��°� "��`+.'-�' '��I ... . .v+��i-xaa� .� r �� �� �f �;�,.� �,�i ��';j��,�. �?�.,.n:��l"�1��; u�; �'�.���{;t;?; ?,�fr:dfi;�r�;(:'.r,1-�Llf� SuccessfiYl implementation of an acquisition andlor relocation project requires a thorough and coordinated effort during plan�ing and preparatian stages as well as during the implementatian phase to see a project to a tinnely and cost-efficient comple#ion. �PC provides management services at all stages of this process. Such services include tl�e follawing: ■ Comprehensive initial project pianning, including policy and budget analysis and �articipation in informational rneetings with the public and official representatives ■ Tracking and managing all budgetary-related aspects oithe project ■ Assisting with the de�elopmen� of administrative policies, procedures and forms necessary to carry out the initial program ■ Ongoing general consulta.tion and project coordinahon with the public agency c�ient, social service agencies, governmental en#ities and project ieam mernbers ■ Representatian of the public agency client at public meetings, hearings and litigation related matters ■ Preparation af tracking reports that manitar the completion of pro3e�ct milestones and tl�e progress of individual cases ■ Coordination with federal and state oversight agencies such as Caltrans, Department of Housing and Urban Development, FHWA and FTA ■ Subcontracting for, and managing of, all necessary disciplines needed for the project h',�,Ir;� c��� i# �;}� �;�r�r�'}����}}�r�_P�.��r r�irr;�a�rr�a�; OPC has pravic�ed real estate related services to numerous transporta.tion authorities, redevelopment agencies, cities, school districts and special dis�ricts t�Zroughaut the Uni�ed States for over 25 years. During that time, OPC has successfully acquired more than 15,000 parcels. Because each acquisition may be unique in type and property description, OPC takes great pride in plantiing its acquisition process accordingly. The numerous types of acguisitions and properties are listed below. Tvnes of Acauisitians Tvne of Pronerties ■ Licenseslpermits ■ Vacant ■ Temporary construction easements ■ Agriculturai ■ Perman�nt easements ■ Ruralldesert land - Highway ■ BIA managed land - Slope ■ Single-family residential - Laz�;dscape ■ Multifamily residential - Utilities ■ Tndus�ial - Drainage ■ Special Use - Pipeline - C�urches ■ �ee acquisitions - City halls - Part-take - Libraries - Full-take - Fire stations ■ Commercial - Gasoline stations - Restaurants - Strip malls/fu11-scale malls ■ Office buildings Page 4 ;..' =�_:�,ii� ry_= r._ '��:�-%!=�c���a � �;r,�. ,,ry��},r�* �... ���,� I�,, �,:,��;.�_;.s:�t�.�;,y � � � � � � � � � � � � � � � I In addition to the acquisition of more than 15,000 parcels, OPC has been involved wiih thousands of projects. These projects have included a vast array af services, such as the following: . . ■ . . . . _ ■ . . . Turnkey program and project management and coordina�ion Site an.d zoute analysis and selection Outreach programs Public foruFns Right af way support for prelimitiary engineering Cost estimating Feasibility studies and budget analysis Appraisal Revievv appraisal Furniture, Fixtures & Equipment appraisal and acquisition P�roparty management Escrow coordination and #itle clearance Coardinating envirorunental audit remediation and excess land sales Title report and policies Mapping Surveying coordinatian Cond�mnation activities �c�lr.;u�.�r�.r��rr .�c�r;s�.r�,rr:c..�: OPC provides comprehensi�e relocation assistanca services to public and private sectar clients. The firm has handled more tl�an 40,000 residential, commercial and industrial cases connec�ed with a broad array af projects and currently averages over 2,000 relacation cases per year. Our clients include local, regional, state and federal public agencies; school districts; aaxd botlz for- proiit and non-profit developers. The principais af the firm are leaders in the relocation community and are often asked to speak at professional forwns. Our field eacperience encompasses a varied assartrnent of projects and settings. We have extensive experience in t�ae following: . . . . ■ . . . r . ■ Public foruras and outreach Multilingual assistance and translation Relocation budget esti�mates Relocatian plans Replacement housing plans Housing, co�n�aercial and industrial surveys Commercial and industrial relocations Residential relacatians (including permanent and #emporary displacernentj Rent control compliance Public and private mobile home closures Large-scale relocation efforts (up to 2,SOU displacements) Tra.cicing and management of periodic payments to Last Resart Housing beneft recipients Document translation Sect�on 8 and HQS inspection services Page 5 .ryFl � ` ;.�� �� _" \ _ �������T" � � ., �:}��i �;��':� � .'____`�__� t��_f_ Development and/or review and rnodi�cation of agency relacation guidelines and the established policies and procedures for providing relocation assistance in compliance with federal and state regulations Post-relocation audit repres�n#ation Eminent domain litigation support and expert �witriess testimony We work within both rural and urban enviranments handling inner-city singl� room occupancy (SRO) and farm cases alike. Since a11 of aur work uitirnately involves ihe public, we are keenly sensitive to the huznan aud political aspects of the work we undertake. We believe strongly in tharougla. planning, budget analysis and above all, communication with our clients. Pfic��r��rrs^.- ;�:�ir;frrr,��r:rrr:rrr;r: OPC can provide the unique property management services needed in a public project. Project vacation objectives and the sensitivity of displace�nent are factored into the legalities asxd financial objectivss of managing a praperty slated for acquisition and relocation. OPC has extensive experience managing properLy for an �intexim period until the property is conveyed to another party or utilized for another purpose, ar we can manage the property on an on-going basis. The follawing details our property management services: ■ Prepare and deliver rental agreements tailored to project objectives ■ Collect monthly ren� payments ■ Work with or provide (as appropriate) on-site managers ■ Prepare and deliver required �otices ■ Colleot keys and verify abandonments � Provid� utility disconnection and meter removal ■ Administer emergency and unsafe condition repairs ■ Contract building and gound maintenance as needed ■ Contract board-up and other security services as units become vacant ■ Provide asbestos and demolitian cost estimates and coardination o� asbestos abatement and demolition contractors fkrr►fe��f. Arrc�il:�ur}- .Scf.rt}rre:s� In addition to program and project management, acquisition, relocation assistance and property management seivices, OPC can �rovide general supervisian and coordination for the fu11 range af acquisition and relocation related services. Such services are provided through subcontracting with reputable top iums in each of the fields described below. Qualifications of proposed affiliated firms can be fiunished upon request. ■ Environm�ntal itnpact reports, project area surveys and other specialized reports as specified by tk�e client ■ Appraisal services for real property and fixtures and equipment ■ Escrow services and contracts ■ Title insurance and reports ■ Appraisal services for loss-of business goodwill ■ Legal services related to the redeve�opment plan and projact area developrnent aud eminent domain proce�dings ,--�:. - ; �•�'�`=; . � Page 6 � .�� � _ � �� _-.:�=- ���.t :- ����i+ �`���*.� �� y �•;,u�:� �: r,�`:" _.��r'r,�3 ■ Other services rnutually agreed upon J�r�r.lr��-�s^:1 r>..�+;,.m, ,c•;at:r. 4''t°r M�rt:�r.ti� OPC has expanded its services to include camprehensi�e project management for clients who wish to outsource all, or a portion of, their redevelapment project rnanagernent needs. The Redevelopment Services Division can assist in the successful implementation of redeveloprn�nt projects from concept to completion, and the division can mobilize to act as a full- or part-titne cantract redevalopment staff. Specific services are as follows: ■ Project conceptualization, site evaivation and selection, preliminary feasibility analysis and developer selection ■ Negotiation of necessary development documen#ation including Exclusive Negotiation Agr�ements, Disposition & Development Agreements, Or�vner Participation Agreernents, Statutory Development Agreements, etcetera ■ Hands on maz�agement, oversight and coordination of all project related disoiplines including California Environmental Quslity Act (CEQA} clearance, environmenl�al remediation, property acquisition, tenant relocation, legal counsel and financial and economic feasibility ■ Representation of the pub�ic agency client at public meetings, hearing and litigation related matters ■ Preparation of Agency Implementation Plans, including the affordable housing component ■ Affordable honsing compliance pla�aing Page 7 �f � �~f `':�� - 4�- ^%};� ����'r�Y� ,.� !`+��*.���_, ��{i��� .,. ,� _ �-, n. 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