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HomeMy WebLinkAboutAgreementAGREEMENT Between BROWARD COUNTY and THE GORDIAN ASSOCIATES, INC. for CONSULTANT SERVICES FOR JOB ORDER CONTRACTING (JOC) SOLUTION RLI NO, 20030617-0-FC-01 INDEX ARTICLE PAGE 1 DEFINITIONS AND IDENTIFICATIONS ..... .... .,1 2 PREAMBLE..................................................................................... .......... 3 SCOPE OF SERVICES ,....................... ............. 3 4 TERM AND TIME OF PERFORMANCE......,. 4 5 COMPENSATION AND METHOD OF PAYMENT .......... ,... ,....... ... 4 6 CHANGES IN SCOPE OF SERVICES; ADDITIONAL AND OPTIONAL SERVICES.... . ., 7 7 COUNTY'S RESPONSIBILITIES.................,..,............................................., ... 9 8 CONSULTANT'S AUTOMATION STANDARDS ....,... 10 9 MISCELLANEOUS .................. ........11 EXHIBIT "A" SCOPE OF SERVICES EXHIBIT "B" LABOR RATES EXHIBIT "C" SCHEDULE OF M/WBE PARTICIPATION The Gordian Associates AGREEMENT Between BROWARD COUNTY and THE GORDIAN ASSOCIATES, INC. for CONSULTANT SERVICES FOR JOB ORDER CONTRACTING (JOC) SOLUTION This is an Agreement between: BROWARD COUNTY, a political subdivision of the State of Florida, its successors and assigns, acting by and through its Board of County Commissioners, hereinafter referred to as "COUNTY," AND THE GORDIAN ASSOCIATES, INC., a foreign corporation authorized to conduct business in Florida, hereinafter referred to as "CONSULTANT." WITNESS ET H, in consideration of the mutual terms and conditions, promises, covenants and payments hereinafter set forth, COUNTY and CONSULTANT agree as follows: ARTICLE 1 DEFINITIONS AND IDENTIFICATIONS For the purposes of this Agreement and the various covenants, conditions, terms and provisions which follow, the definitions and identifications set forth below are assumed to be true and correct and are agreed upon by the parties 1.1 Agreement: means this document, Articles 1 through 9, inclusive.. Other terms and conditions are included in the exhibits and documents that are expressly incorporated by reference. 1.2 Board: The Broward County Board of County Commissioners. 1.3 CONSULTANT: The consulting firm selected to perform the services pursuant to this Agreement. The Gordian Associates -1- 1.4 Contract Administrator: The Broward County Administrator, the Director of the Broward County Department of Public Works and Transportation, or the designee of such County Administrator or Director. The primary responsibilities of the Contract Administrator are to coordinate and communicate with CONSULTANT and to manage and supervise execution and completion of the Scope of Services and the terms and conditions of this Agreement as set forth herein. In the administration of this Agreement, as contrasted with matters of policy, all parties may rely on the instructions or determinations made by the Contract Administrator; provided, however, that such instructions and determinations do not change the Scope of Services. 1.5 Contractor: The person, firm, corporation, or other entity who utilizes, or responds to Job Orders issued through, the Job Order Contracting Solution.. 1.6 County Administrator: The administrative head of COUNTY pursuant to Sections 3.02 and 3.03 of the Broward County Charter. 1.7 County Attorney: The chief legal counsel for COUNTY who directs and supervises the Office of the County Attorney pursuant to Section 2.10 of the Broward County Charter. 1.8 Job Order Contracting (JOC): A firm, fixed price, competitively bid, indefinite quantity type contract designed to accomplish small to medium, multi -traded maintenance, repair, and minor new construction projects based on a pre- established Construction Task Catalog®. 1.9 Notice To Proceed: A written notice to proceed with the Project issued by the Contract Administrator. 1.10 Project: A job order contracting solution as more fully described in Article 3. 1.11 Minority/Women Business Enterprise ("M/WBE"): Shall be defined as those programs established for small, minority, women -owned, or disadvantaged business enterprise under criteria and eligibility requirements of the Broward County Business Opportunity Act of 2004 (hereafter "Act"), as codified in the Broward County Code of Ordinances at Sections 20-275, et seq., as amended. The phrases "Small Business Enterprise" (SBE), "Minority Business Enterprise" (MBE), "Disadvantaged Business Enterprise" (DBE), or "Women Business Enterprise" (WBE) shall be construed by reference to the Act. The Gordian Associates -2- ARTICLE 2 PREAMBLE In order to establish the background, context and frame of reference for this Agreement and to generally express the objectives and intentions of the respective parties hereto, the following statements, representations and explanations shall be accepted as predicates for the undertakings and commitments included within the provisions which follow and may be relied upon by the parties as essential elements of the mutual considerations upon which this Agreement is based.. 2.1 COUNTY has budgeted funds for the Project. This Project is funded with County funds. 2..2 CONSULTANT responded to RLI No. 20030617-0-FC-01 and the Board has selected CONSULTANT to perform the services hereunder, 2.3 Negotiations pertaining to the services to be performed by CONSULTANT were undertaken between CONSULTANT and a committee selected by the Board, and this Agreement incorporates the results of such negotiations.. ARTICLE 3 SCOPE OF SERVICES 3.1 CONSULTANT's services shall consist of the services set forth in Exhibit "A", attached hereto and made a part hereof, and shall include the provision of consulting services to develop, implement, and provide on -going support for a COUNTY Job Order Contracting program. CONSULTANT shall provide all services as set forth in Exhibit "A", including all necessary, incidental, and related activities required by the Scope of Services. 3.2 CONSULTANT acknowledges and agrees that the Contract Administrator has no authority to make changes that would increase, decrease, or otherwise modify the Scope of Services to be provided under this Agreement, except as expressly authorized by the Broward County Procurement Code (Chapter 21 of the Broward County Administrative Code). 3.3 CONSULTANT and COUNTY acknowledge that the Scope of Services does not delineate every detail and minor work task required to be performed by CONSULTANT to complete the Projectlf, during the course of the performance of the services included in this Agreement, CONSULTANT determines that work should be performed to complete the Project which is in the CONSULTANT's opinion outside the level of effort originally anticipated, whether or not the Scope of Services identifies the work items, CONSULTANT shall notify Contract Administrator in writing in a timely manner before proceeding with the work. If CONSULTANT proceeds with said work without notifying the Contract The Gordian Associates -3- Administrator, said work shall be deemed to be within the original level of effort, whether or not specifically addressed in the Scope of Services. Notice to Contract Administrator does not constitute authorization or approval by COUNTY to perform the work. Performance of work by CONSULTANT outside the originally anticipated level of effort without prior written COUNTY approval is at CONSULTANT's sole risk. ARTICLE 4 TERM AND TIME FOR PERFORMANCE 4.1 The term of this Agreement shall begin on the date it is fully executed by both parties and shall end on September 30, 2009. This Agreement may be renewed, at the sole option of COUNTY's Director of Purchasing, for two (2) additional one (1) year term, provided all other terms and conditions remain the same. If the term of this Agreement extends beyond a single fiscal year of COUNTY, the continuation of this Agreement beyond the end of any fiscal year shall be subject to the appropriation and availability of funds in accordance with Chapter 129, Florida Statutes. 4.2 CONSULTANT shall perform the services described in Exhibit "A" within the time periods specified in the Project Schedule included in Exhibit "A"; said time periods shall commence from the date of the Notice to Proceed for such services. 4.3 Prior to beginning the performance of any services under this Agreement, CONSULTANT must receive a Notice to Proceed. ARTICLE 5 COMPENSATION AND METHOD OF PAYMENT 5.1 COMPENSATION In consideration for providing the services specified in Exhibit "A", COUNTY may, but is under no obligation to, utilize the Job Order Contracting Solution to order construction and construction related services during the term of this Agreement and pay CONSULTANT a licensing fee according to the following schedule: 5.1.1 For the first Seven Million Dollars ($7,000,000) of construction and construction related services ordered by COUNTY through the Job Order Contracting Solution, COUNTY shall pay CONSULTANT five percent (5 %) of that amount. 5.1.2 For any amounts cumulating over the first Seven Million Dollars ($7,000,000) of construction and construction related services ordered by COUNTY through the Job Order Contracting Solution, COUNTY shall pay The Gordian Associates -4- CONSULTANT one and ninety-five hundredth percent (1 95 %) of that amount, subject to the following discounted rates during each twelve-month period of this Agreement: 5.1.2.1 For any amounts cumulating over Fifteen Million Dollars ($15,000,000) of construction and construction related services ordered by COUNTY through the Job Order Contracting Solution, COUNTY shall pay CONSULTANT one and seventy-five hundredth percent (1.75 %) of that amount.. 5.1.2.2 For any amounts cumulating over Twenty-five Million Dollars ($25,000,000) of construction and construction related services ordered by COUNTY through the Job Order Contracting Solution, COUNTY shall pay CONSULTANT one and five tenth percent (1..5 %) of that amount. 5.1.2.3 For any amounts cumulating over Fifty Million Dollars ($50,000,000) of construction and construction related services ordered by COUNTY through the Job Order Contracting Solution, COUNTY shall pay CONSULTANT one percent (1.00 %) of that amount. Each twelve-month period shall be measured, at the sole discretion of Contract Administrator, from either the date COUNTY begins to utilize the Job Order Contracting Solution or the date CONSULTANT completes and COUNTY accepts, by and through the Contract Administrator, the work as set forth in Exhibit A, Scope of Services, Phases I and II 5.2 FEES FOR OPTIONAL SERVICES 5.2.1 In consideration for Optional Services provided pursuant to this Agreement, COUNTY shall pay CONSULTANT an amount equal to: (1) the labor rate as detailed in Exhibit "B" plus reimbursement for the actual cost of all non -labor direct expenses incurred by CONSULTANT in accordance with Section 5.2.2, below; or (2) a fee mutually agreed upon in writing by the Parties. CONSULTANT may adjust its labor rates, as detailed in Exhibit "B", each calendar year by the CPI for the preceding calendar year, not to exceed three percent (3%).. Any Optional Services must first be approved in accordance with Article 6. 5.2.2 In accordance with and pursuant to the Broward County Procurement Code, direct non -labor expenses, entitled Reimbursables, directly attributable to the Optional Services will be charged at actual cost, and shall be limited to the following: The Gordian Associates -5- a) Identifiable transportation expenses in connection with the Optional Services under this Project, subject to the limitations of Section 112.061, Florida Statutes Transportation expenses to locations outside the Dade-Broward-Palm Beach County area or from locations outside the Dade-Broward-Palm Beach County area will not be reimbursed unless specifically pre -authorized in writing by the Contract Administrator. b) Identifiable per diem, meals and lodgings, taxi fares and miscellaneous travel -connected expenses for CONSULTANT's personnel subject to the limitations of Section 112.061 Florida Statutes. Meals for class C travel inside Broward County will not be reimbursed. Meals and lodging expenses will not be reimbursed for temporarily relocating CONSULTANT's employees from one of CONSULTANT's offices to another office if the employee is relocated for more than ten (10) consecutive working days. Lodging will be reimbursed only for room rates equivalent to Holiday Inn, Howard Johnson or Ramada Inn. c) Identifiable communication expenses approved by Contract Administrator, long distance telephone, courier and express mail between CONSULTANT's various permanent offices. CONSULTANT's field office at the Project site is not considered a permanent office d) Cost of printing, reproduction or photography which is required by or of CONSULTANT to deliver Optional Services. e) Identifiable testing costs approved by Contract Administrator. f) All permit fees paid to regulatory agencies for approvals directly attributable to the Optional Services. 5.3 METHOD OF BILLING CONSULTANT shall submit invoices monthly to COUNTY for Job Orders issued during the month utilizing the Job Order Contracting Solution, subject to reconciliation at the closing of each Job Order. Each invoice shall contain a list of the Job Orders issued during the month and shall include the project number, project name, project amount, fee percentage, and the amount due for each Job Order The Gordian Associates -6- 5.4 METHOD OF PAYMENT 5,4.1 COUNTY shall pay CONSULTANT's invoices within thirty (30) calendar days from the invoice date. Any invoice not disputed by COUNTY in writing within thirty (30) calendar days from the invoice date shall be deemed proper, In the event of a dispute, COUNTY shall pay all undisputed invoice amounts within thirty (30) days of the invoice date. 5 4.2 Payment will be made to CONSULTANT at: The Gordian Associates, Inc. 140 Bridges Road, Suite E Mauldin, SC 29662 5.5 CONSULTANT shall pay its subcontractors and suppliers within thirty (30) days following receipt of payment from the COUNTY for such subcontracted work or supplies. CONSULTANT agrees that if it withholds an amount as retainage from its subcontractors or suppliers, that it will release such retainage and pay same within thirty (30) days following receipt of payment of retained amounts from COUNTY, or within thirty (30) days after the subcontractor has satisfactorily completed its work, whichever shall first occur.. ARTICLE 6 CHANGES IN SCOPE OF SERVICES; ADDITIONAL AND OPTIONAL SERVICES 6.1 COUNTY or CONSULTANT may request changes that would increase, decrease, or otherwise modify the Scope of Services to be provided under this Agreement. Such changes must be made in accordance with the provisions of the Broward County Procurement Code and must be contained in a written amendment, executed by the parties hereto, with the same formality and of equal dignity herewith, prior to any deviation from the terms of this Agreement including the initiation of any additional services. 6.2 In the event a dispute between the Contract Administrator and CONSULTANT arise over whether requested services constitute additional services and such dispute cannot be resolved by the Contract Administrator and CONSULTANT, such dispute shall be promptly presented to COUNTY's committee, which negotiated this Agreement, for resolution. The committee's decision shall be final and binding on the parties. Any resolution in favor of CONSULTANT shall be set forth in a written document in accordance with Section 6.1 above. During the pendency of any dispute, CONSULTANT shall promptly perform the disputed services. 6.3 CONSULTANT may, at Contract Administrator's discretion, be authorized to perform Optional Services to include functions and services that would normally be performed by COUNTY, up to the maximum fee established for Optional The Gordian Associates -7- Services under Article 5. Any Optional Services to be performed by CONSULTANT pursuant to the terms of this Agreement shall first be authorized by the Contract Administrator in writing by a "Work Authorization," in accordance with this Article. 631 Before any Optional Service is commenced pursuant to a Work Authorization, CONSULTANT shall supply the Contract Administrator with a written estimate for all charges expected to be incurred for such Optional Service, which estimate shall be reviewed by Contract Administrator and a final amount for CONSULTANT's compensation shall be approved as follows. 6.3.1.1 Any single Work Authorization which will cost COUNTY Thirty Thousand Dollars ($30,000.00) or Tess shall be signed by Contract Administrator and CONSULTANT. 6,3.1.2 Any single Work Authorization which will cost COUNTY more than Thirty Thousand Dollars ($30,000.00) shall be signed by the Board and CONSULTANT. 6.32 Subsequent to Contract Administrator issuing a Work Authorization pursuant to this article, Contract Administrator will issue a Notice to Proceed (NTP) for those authorized Optional Services. CONSULTANT shall not commence such work until after receipt of the Contract Administrator's NTP. 6.3.3 Any charges in excess of the amount approved in the original Work Authorization shall require a modification thereto approved by Contract Administrator or Board as follows: Contract Administrator shall sign in instances where the total of such modifications does not exceed Thirty Thousand Dollars ($30,000.00), Board shall sign in those instances where the cumulative total of the modifications exceeds Thirty Thousand Dollars ($30,000). Notwithstanding anything contained in this subsection, CONSULTANT's compensation shall not exceed the amount approved in the Work Authorization unless such additional amount received the prior written approval as outlined above. 6.3..4 All Work Authorizations issued by the Contract Administrator shall contain, as a minimum, the following information and requirements: 6.3.4.1 A description of the work to be undertaken, a reference to this Agreement pursuant to which the work to be undertaken is authorized, and a statement of the method of compensation.. 6.3.42 A budget establishing the amount of compensation, which amount shall constitute a guaranteed maximum and shall not be The Gordian Associates -8- exceeded unless prior written approval of COUNTY is obtained. In the event COUNTY does not approve an increase in the guaranteed maximum amount, and the need for such action is not the fault of CONSULTANT, the authorization shall be terminated, and CONSULTANT shall be paid in full for all work completed to that point, but shall in no case exceed the guaranteed maximum amount. The information contained in the budget shall be in sufficient detail so as to identify the various elements of costs. 6.3.4.3 A time established for completion of the work or services undertaken by CONSULTANT or for the submission to COUNTY of documents, reports, and other information pursuant to this Agreement. 6.3.4.4 Any other additional instructions or provision relating to the work authorized pursuant to this Agreement. 6.3.4.5 Work Authorizations shall be dated, serially numbered, and signed. ARTICLE 7 COUNTY'S RESPONSIBILITIES 7.1 COUNTY shall assist CONSULTANT by placing at CONSULTANT's disposal all information COUNTY has available pertinent to the Project including previous reports and any other data relative to design or construction of the Project.. 7.2 COUNTY shall arrange for access to, and make all provisions for, CONSULTANT to enter upon public and private property as required for CONSULTANT to perform its services. 7.3 COUNTY shall review the itemized deliverables/documents identified in Exhibit "A" of CONSULTANT and respond in writing with any comment within the time set forth on the approved Project Schedule. 7.4 COUNTY shall give prompt written notice to CONSULTANT whenever COUNTY observes or otherwise becomes aware of any development that affects the scope or timing of CONSULTANT's services. 7.5 COUNTY shall provide CONSULTANT's Job Order Contracting Solution development team with use of a furnished office, copiers, printers, facsimile machines, and local telephone service access. 7.6 COUNTY shall be responsible for providing its own reproduction services for all draft and final versions of the Construction Task Catalog®, Technical The Gordian Associates -9- Specifications, Contract and General Conditions, Instructions to Bidder, Proposal Forms, Execution Procedures, and Training Materials.. ARTICLE 8 CONSULTANT'S AUTOMATION STANDARDS 8.1 As part of the Project, CONSULTANT shall provide internet-based services that will allow COUNTY to manage Job Order Contracting through the use of computer technology (an automated Job Order Contracting Solution), as more fully described in Exhibit "A.." 8.2 CONSULTANT's automated Job Order Contracting Solution shall be available 7 days a week, 24 hours a day; except for scheduled maintenance windows. CONSULTANT shall schedule maintenance in off peak hours. 8.3 CONSULTANT's automated Job Order Contracting Solution shall provide COUNTY with access controls. These controls will prohibit unauthorized use of the CONSULTANT's automated solution. COUNTY agrees to provide regular updates of new and removed Contractors and COUNTY employees requiring access to the automated solution. CONSULTANT's automated Job Order Contracting Solution shall provide COUNTY with an access log capable of capturing transaction information (i.e., the authorized user, date time, length of session, etc). 8.4 In the event of termination, CONSULTANT shall provide COUNTY with COUNTY's data in a flat file, comma delineated format, also including a data legend (dictionary).. 8.5 CONSULTANT agrees to work with and comply with all Broward COUNTY security standards. CONSULTANT warrants that CONSULTANT's internet- based service, and the software and operating system residing on the hosted servers, will not have any type of undocumented software routines or other elements which are designed to or capable of permitting, allowing, or causing any of the following: a. unauthorized access to or intrusion upon COUNTY data or disabling of COUNTY data; b. erasure of COUNTY data; or c. interference with any COUNTY hardware, software, data, or peripheral equipment whether directly or by transference of COUNTY. 8.6 CONSULTANT agrees that all information provided by COUNTY and Contractors is the property of COUNTY and shall not be used by CONSULTANT or any of its affiliate companies or associations. The Gordian Associates -10- 8 7 CONSULTANT agrees to provide COUNTY and COUNTY's Contractors with training and end user documentation. The automated solution shall also include Help dialog capability to assist/guide a new user through the proper use of the automated solution. 8.8 CONSULTANT agrees that COUNTY shall have the right to acceptance test the automated Job Order Contracting Solution. The testing period shall be at least 30 days from the date CONSULTANT advises COUNTY in writing that the automated Job Order Contracting Solution system is ready for testing. COUNTY will identify issues/problems to CONSULTANT and CONSULTANT shall have 10 days to review and take corrective action for any deficiencies in the automated Job Order Contracting Solution. ARTICLE 9 MISCELLANEOUS 9.1 OWNERSHIP OF DOCUMENTS 9.1.1 All finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared or provided by CONSULTANT in connection with this Agreement shall become the property of COUNTY, whether the Project for which they are made is completed or not, and shall be delivered by CONSULTANT to COUNTY within ten (10) days of the receipt of the written notice of termination. If applicable, COUNTY may withhold any payments then due to CONSULTANT until CONSULTANT complies with the provisions of this section. This Article 9.1.1 shall not apply to Proprietary information as defined in Article 9.1.2 of this Agreement. 9.1.2 CONSULTANT hereby grants to COUNTY and COUNTY hereby accepts from CONSULTANT, a non-exclusive right, license, and privilege to use CONSULTANT'S Job Order Contracting Solution and other related proprietary materials (collectively referred to as "Proprietary Information") in connection with the terms and conditions set forth in this Agreement.. The parties hereby agree that Proprietary Information shall include, but is not limited to, CONSULTANT'S Construction Task Catalog® (also referred to as CTC, Unit Price Book, and UPB), PROGEN® internet-based service and support documentation, training materials, and other proprietary materials developed by CONSULTANT.. In the event this Agreement expires or is otherwise terminated as provided herein, COUNTY shall return to CONSULTANT all Proprietary Information in COUNTY'S possession. The Gordian Associates -11- COUNTY acknowledges that disclosure of trade secrets may result in irreparable harm to CONSULTANT for which monetary damages would be an inadequate remedy. In accordance with Section 815.04(3)(a), Florida Statutes, COUNTY agrees not to disclose "trade secrets" to anyone without first receiving the written consent of CONSULTANT.. COUNTY further acknowledges and agrees to respect the copyrights, registrations, trade secrets, and other proprietary rights of CONSULTANT in the Proprietary Information during and after the term of this Agreement, subject to public records disclosure pursuant to state or federal laws. 9.2 TERMINATION 9.2.1 This Agreement may be terminated for cause by the aggrieved party if the party in breach has not corrected the breach within ten (10) days after written notice from the aggrieved party identifying the breach, or for convenience by action of the Board upon not Tess than thirty (30) days' written notice. This Agreement may also be terminated by County Administrator upon such notice as County Administrator deems appropriate under the circumstances in the event County Administrator determines that termination is necessary to protect the public health or safety. An erroneous termination for cause shall be considered a termination for convenience. 9.2.2 Termination of this Agreement for cause by COUNTY shall include, but not be limited to, negligent, intentional, or repeated submission for payment of false or incorrect bills or invoices, failure to suitably perform the work, failure to continuously perform the work in a manner calculated to meet or accomplish the objectives as set forth in this Agreement, or multiple breach of this Agreement which has a material adverse effect on the efficient administration of the Project notwithstanding whether any such breach was previously waived or cured. This Agreement may also be terminated by the Board. 9.2.2.1 Upon the disqualification by COUNTY's Director of Small Business Development Division of CONSULTANT as a M/WBE if CONSULTANT's status as M/WBE was a factor in the award of this Agreement and such status was misrepresented by CONSULTANT; 9.22.2 Upon the disqualification by COUNTY's Director of Small Business Development Division of CONSULTANT if CONSULTANT obtained this Agreement or attempted to meet its M/WBE contractual obligations through fraud, misrepresentation, or material misstatement; The Gordian Associates -12- 9223 Upon the disqualification by COUNTY's Director of Small Business Development Division of one or more of CONSULTANT's M/WBE participants if any such participant's status as a M/WBE was a factor in the award of this Agreement and such status was misrepresented by CONSULTANT or such participant; 9.2.2.4 Upon the disqualification by COUNTY's Director of Small Business Development Division of one or more of CONSULTANT's M/WBE participants if such M/WBE participant attempted to meet its M/WBE contractual obligations through fraud, misrepresentation, or material misstatement; 9.2.2.5 If CONSULTANT is determined by COUNTY's Director of Small Business Development Division to have been knowingly involved in any fraud, misrepresentation, or material misstatement concerning the M/WBE status of its disqualified M/WBE participant. If so determined, CONSULTANT shall not be awarded M/WBE participation credit, 9.2.3 Notice of termination shall be provided in accordance with the "NOTICES" section of this Agreement except that notice of termination by Contract Administrator which Contract Administrator deems necessary to protect the public health, safety, or welfare may be verbal notice which shall be promptly confirmed in writing in accordance with the "NOTICES" section of this Agreement. 9.2.4 In the event this Agreement is terminated for convenience, CONSULTANT shall be paid for any services properly performed to the date the Agreement is terminated; however, upon being notified of COUNTY's election to terminate, CONSULTANT shall refrain from performing further services or incurring additional expenses under the terms of this Agreement. CONSULTANT acknowledges and agrees that ten dollars ($10.00) of the compensation to be paid by COUNTY, the receipt and adequacy of which is hereby acknowledged by CONSULTANT, is given as specific consideration to CONSULTANT for COUNTY's right to terminate this Agreement for convenience. 9.2.5 In the event this Agreement is terminated, any compensation payable by COUNTY shall be withheld until all documents are provided to COUNTY pursuant to Section 9.1 of Article 9. The Gordian Associates -13- 9.3 AUDIT RIGHT AND RETENTION OF RECORDS COUNTY shall have the right to audit the books, records, and accounts of CONSULTANT that are related to this Project. CONSULTANT shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the Project. CONSULTANT shall preserve and make available, at reasonable times for examination and audit by COUNTY, all financial records, supporting documents, statistical records, and any other documents pertinent to this Agreement for the required retention period of the Florida Public Records Act (Chapter 119, Fla. Stat,), if applicable, or, if the Florida Public Records Act is not applicable, for a minimum period of three (3) years after termination of this Agreement. If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever is longer, the books, records, and accounts shall be retained until resolution of the audit findings. If the Florida Public Records Act is determined by COUNTY to be applicable to CONSULTANT's records, CONSULTANT shall comply with all requirements thereof; however, no confidentiality or non -disclosure requirement of either federal or state law shall be violated by CONSULTANT. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for COUNTY's disallowance and recovery of any payment upon such entry. 9.4 NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, AND AMERICANS WITH DISABILITIES ACT CONSULTANT shall not unlawfully discriminate on the basis of race, color, national origin, sex, religion, age, marital status, political affiliation, disability, or sexual orientation (including but not limited to Broward County Code, Chapter 161/2) in the performance of this Agreement, the solicitation for or purchase of goods or services relating to this Agreement, or in subcontracting work in the performance of this Agreement. CONSULTANT shall include the foregoing or similar language in its contracts with any subcontractors or subconsultants, except that any project assisted by the U.S. Department of Transportation funds shall comply with the non-discrimination requirements in 49 C.F.R. Parts 23 and 26, as amended. Failure to comply with the foregoing requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as COUNTY deems appropriate. CONSULTANT shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. CONSULTANT shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by COUNTY, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards.. In addition, CONSULTANT The Gordian Associates -14- shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. By execution of this Agreement, CONSULTANT represents that it has not been placed on the discriminatory vendor list (as provided in Section 287.134, Florida Statutes): COUNTY hereby materially relies on such representation in entering into this Agreement. An untrue representation of the foregoing shall entitle COUNTY to terminate this Agreement and recover from CONSULTANT all monies paid by COUNTY pursuant to this Agreement, and may result in debarment from COUNTY's competitive procurement activities, 9.5 M/WBE COMPLIANCE 9.5.1 In completing this Project, CONSULTANT agrees to and shall comply with COUNTY's Business Opportunity Act of 2004 (Broward County Ordinance No. 2004-07), referred to as the "Act," which provides for the establishment and implementation of M/WBE- participation goals, initiatives, and other opportunities for COUNTY contracts. The COUNTY shall review each proposed modification to this Agreement that, by itself or aggregated with previous modifications, increase the contract value of this Agreement by ten percent (10%) of the initial contract value, or Fifty Thousand Dollars ($50,000) whichever is Tess, for opportunities to include or increase the participation of DBEs, SBEs, MBEs, or WBEs, already involved on this Agreement. 9.5.2 COUNTY and CONSULTANT agree that subcontract awards to M/WBE participants are crucial to the achievement of the Project's M/WBE participation goals. in an effort to assist COUNTY in achieving its established goals for this Project, CONSULTANT agrees to meet the following participation goals: CATEGORY PARTICIPATION GOAL MBE -0- African American -0- % Hispanic -0- % WBE -0- % Native American -0- % Asian -Pacific Islander -0- % Total Goal -0- % 9.5.3 CONSULTANT shall, in performing services for this Project, incorporate by Exhibit "C" the names, addresses, scope of work, and dollar value of M/WBE participation on the Schedule of M/WBE Participation into CONSULTANT's contracts. CONSULTANT understands that each M/WBE firm utilized on the Project to meet the participation goals must be The Gordian Associates -15- certified by the Broward County Small Business Development Division. CONSULTANT agrees to provide copies of its contracts with such persons to the Contract Administrator and the Broward County Small Business Development Division. 9.5.4 Unless the time for submission of same is extended in writing by the Broward County Small Business Development Division, a Letter of intent to perform as a subcontractor executed by each M/WBE subcontractor listed on the Schedule of M/WBE Participation must be submitted to the Broward County Small Business Development Division prior to execution of this Agreement. A Letter of Intent form may be obtained at the Broward County Small Business Development Division office. The information contained within the Letter of Intent and the information contained within the Schedule of M/WBE Participation should be the same as to content. 9.5.5 CONSULTANT understands that it is the responsibility of the Contract Administrator and the Broward County Small Business Development Division to monitor compliance with the M/WBE requirements. In that regard, CONSULTANT agrees to furnish monthly reports to both the Contract Administrator and the Broward County Small Business Development Division of all expenditures made to achieve compliance with its assigned goals or other contractual conditions agreed to by CONSULTANT pursuant to the Act commencing with the end of the first month of this Agreement. Afl reports shall include the name and business address of each M/WBE solicited by CONSULTANT to work as a subcontractor or supplier in this Agreement and the responses received by CONSULTANT to such solicitation; the name and business address of each M/WBE actually involved in this Agreement, a description of the work performed and/or product or service supplied by each DBE, SBE, MBE, or WBE; the date and amount -of -each expenditure; the M/WBE status of any contractor performing any portion of this Agreement; and any other information requested by COUNTY which may assist COUNTY in determining the CONSULTANT's compliance with its contractual obligations, or may assist in the implementation and enforcement of the Act. The submission of the report required by this subparagraph shall be a condition of payment to CONSULTANT. 9,5.6 In the event of CONSULTANT's noncompliance with its participation commitment to a M/WBE (including without limitation the unexcused reduction of M/WBE participation), the affected M/WBE shall have the right to exercise the following remedies if the noncompliance is or was due to no fault of the M/WBE, and due to the willful action or omission of CONSULTANT: 9.5 6.1 The affected M/WBE shall be entitled to damages pursuant to its agreement with CONSULTANT.. The Gordian Associates -16- 9.5,6.2 If a subcontractor, material supplier, or other similarly -situated person institutes an arbitration proceeding claiming non- compliance with the Act by CONSULTANT, then only in such event shall the remedies include an undertaking by CONSULTANT to submit any dispute concerning such damages to binding arbitration by an independent arbitrator.. However, binding arbitration shall not be available as to any dispute between CONSULTANT and COUNTY; nor shall COUNTY incur any cost, fee, or liability relative to any arbitration proceedings. An arbitrator may award reasonable attorney's fees and costs against a non -prevailing party. 9,5.6.3 Nothing under this subsection 9.2.6 shall be construed to limit the rights of and remedies available to COUNTY, including the right to seek its own damages pursuant to this Agreement. 9.5..7 CONSULTANT agrees that nonpayment of a M/WBE subcontractor or supplier as required by Section 5.4 shall be a material breach of this Agreement and that COUNTY's Contract Administrator may, at its option, increase allowable retainage or withhold progress payments unless and until CONSULTANT demonstrates timely payments of sums due to such subcontractors or suppliers. CONSULTANT agrees that the presence of a "pay when paid" provision in a subcontract shall not preclude COUNTY or its representatives from inquiring into allegations of nonpayment. The foregoing remedies under this subsection 9.5.7 shall not be employed when CONSULTANT demonstrates that failure to pay results from a bona fide dispute with its subcontractor or supplier. 9.5.8 COUNTY shall -.have access, without Iimitati.on,__to CONSULTANT's books and records, including payroll records, tax returns and records, and books of account, on five (5) business days notice, to allow COUNTY to determine CONSULTANT's compliance with its commitment to M/WBE participation goal and the status of any M/WBE performing any portion of this Agreement. 9.6 PUBLIC ENTITY CRIMES ACT CONSULTANT represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287,133, Florida Statutes), which essentially provides that a person or affiliate who is a contractor, consultant or other provider and who has been placed on the convicted vendor list following a conviction for a Public Entity Crime may not submit a bid on a contract to provide any goods or services to COUNTY, may not submit a bid on a contract with COUNTY for the construction or repair of a public building or public work, may not submit bids on leases of real property to COUNTY, may not be awarded or The Gordian Associates -17- perform work as a contractor, supplier, subcontractor, or consultant under a contract with COUNTY, and may not transact any business with COUNTY in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two purchases for a period of 36 months from the date of being placed on the convicted vendor list. Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONSULTANT further represents that there has been no determination, based on an audit, that it committed an act defined by Section 287 133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONSULTANT has been placed on the convicted vendor list,. 9.7 SUBCONSULTANTS CONSULTANT shall utilize the subconsultants identified in the proposal that was a material part of the selection of CONSULTANT to provide the services for this Project. CONSULTANT shall obtain written approval of Contract Administrator prior to changing or modifying the list of subconsultants submitted by CONSULTANT.. The list of subconsultants submitted is as follows: None.. 9.8 ASSIGNMENT AND PERFORMANCE Neither this Agreement nor any interest herein shall be assigned, transferred, or encumbered by either party and CONSULTANT shall not subcontract any portion of the work required by this Agreement except as authorized pursuant to Section 9.7. CONSULTANT represents that all persons delivering the services required by this Agreement have the knowledge and skills, either by training, experience, education, or a combination thereof, to adequately and competently perform the duties, obligations, and services set forth in the Scope of Services and to provide and perform such services to COUNTY's satisfaction for the agreed compensation. CONSULTANT shall perform its duties, obligations, and services under this Agreement in a skillful and respectable manner. The quality of CONSULTANT's performance and all interim and final products) provided to or on behalf of COUNTY shall be comparable to the best local and national standards. 9.9 INDEMNIFICATION OF COUNTY CONSULTANT shall indemnify and hold harmless COUNTY, its officers and employees from liabilities, damages, losses, and costs, including, but not limited The Gordian Associates -18- to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness or intentionally wrongful conduct of CONSULTANT, and other persons employed or utilized by CONSULTANT in the performance of this Agreement. Except as specifically provided herein, this Agreement does not require that CONSULTANT defend, indemnify, or hold harmless the COUNTY, its employees, officers, directors, or agents from any liability, damage, loss, claim, action, or proceeding. In the event that any action or proceeding is brought against COUNTY by reason of any such claim or demand, CONSULTANT shall, upon written notice from COUNTY, resist and defend such action or proceeding by counsel satisfactory to COUNTY. The provisions of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by Contract Administrator and County Attorney, any sums due CONSULTANT under this Agreement may be retained by COUNTY until all of COUNTY's claims for indemnification pursuant to this Agreement have been settled or otherwise resolved, and any amount withheld shall not be subject to payment of interest by COUNTY. 9.10 INSURANCE CONSULTANT shall provide, pay for and maintain -in force at all times during the services to be performed, such insurance, including Workers' Compensation Insurance, Comprehensive General or Commercial Liability Insurance, Business Automobile Liability Insurance and Employer's Liability Insurance. Such policy or policies shall be issued by companies authorized to do business in the State of Florida and having agents upon whom service of process may be made in the State of Florida. CONSULTANT shall specifically protect COUNTY and the Board by naming COUNTY and the Board as additional insured under the Comprehensive General or Commercial Liability Insurance policy hereinafter described. 9.10.1 Workers' Compensation Insurance to apply for all employees in compliance with the Workers' Compensation Law of the State of Florida and all applicable federal laws. 9.10.2 Comprehensive General or Commercial Liability Insurance with minimum limits of $1,000,000 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: Premises and/or Operations. Independent Contractors. Broad Form Property Damage. Broad Form Contractual Coverage applicable to this specific Agreement. The Gordian Associates -19- Personal Injury Coverage with Employee and Contractual Exclusions removed with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability. 9.10.3 Business Automobile Liability Insurance with minimum limits of $1,000,000 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office and must include: Owned vehicles. Hired and non -owned vehicles. Employers' non -ownership.. 9 10.4 CONSULTANT shall provide to COUNTY a Certificate of insurance or a copy of all insurance policies required by Section 9.10 including any subsection thereunder. COUNTY reserves the right to require a certified copy of such policies upon request. All certificates and endorsements required herein shall state that COUNTY shall be given thirty (30) days notice prior to expiration or cancellation of the policy. 9,11 REPRESENTATIVE OF COUNTY AND CONSULTANT 9.11.1 The parties recognize that questions in the day-to-day conduct of the Project will arise. The Contract Administrator, upon CONSULTANT's request, shall advise CONSULTANT in writing of one (1) or more COUNTY employees to whom all communications pertaining to the day- to-day conduct of the Project shall be addressed. 9.11.2 CONSULTANT shall inform the Contract Administrator in writing of CONSULTANT's representative to whom matters involving the conduct of the Project shall be addressed. 9.12 ALL PRIOR AGREEMENTS SUPERSEDED This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein; and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written. The Gordian Associates -20- 913 AMENDMENTS No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the Board and CONSULTANT. 9.14 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by certified United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: FOR BROWARD COUNTY: Assistant Director of Public Works & Transportation, Contract Administrator Broward County Government Center 115 S. Andrews Avenue, Room 514 Ft. Lauderdale, FL 33301 FOR CONSULTANT: Robert D. Coffey, President The Gordian Associates, Inc. 140 Bridges Road, Suite E Mauldin, SC 29662 9.15 TRUTH -IN -NEGOTIATION CERTIFICATE Signature of this Agreement by CONSULTANT shall act as the execution of a truth -in -negotiation certificate stating that wage rates and other factual unit costs supporting the compensation of this Agreement are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which COUNTY determines the contract price was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year following the end of this Agreement.. The Gordian Associates -21- 9.16 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section, unless the reference is made to a particular subsection or subparagraph of such Section or Article 9.17 CONSULTANT'S STAFF CONSULTANT will provide the key staff identified in their proposal for Project as long as said key staff are in CONSULTANT's employment. CONSULTANT will obtain prior written approval of Contract Administrator to change key staff. CONSULTANT shall provide Contract Administrator with such information as necessary to determine the suitability of proposed new key staff. Contract Administrator will be reasonable in evaluating key staff qualifications. If Contract Administrator desires to request removal of any of CONSULTANT's staff, Contract Administrator shall first meet with CONSULTANT and provide reasonable justification for said removal. 9.18 DRUG -FREE WORKPLACE It is a requirement of COUNTY that it enter into contracts only with firms that certify the establishment of a drug -free work place in accordance with Chapter 21.31(a) of the Broward County Procurement Code. Execution of this Agreement by CONSULTANT shall also serve as CONSULTANT's required certification that it either has or that it will establish a drug -free work place in accordance with Chapter 21.31(a) of the Broward County Procurement Code. 9.19 INDEPENDENT CONTRACTOR CONSULTANT is an independent contractor under this Agreement.. Services provided by CONSULTANT shall be subject to the supervision of CONSULTANT. In providing the services, CONSULTANT or its agents shall not be acting and shall not be deemed as acting as officers, employees, or agents of the COUNTY. The Gordian Associates -22- The parties expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this Agreement. 9,20 THIRD PARTY BENEFICIARIES Neither CONSULTANT nor COUNTY intend to directly or substantially benefit a third party by this Agreement. Therefore, the parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against either of them based upon this Agreement.. 9.21 CONFLICTS Neither CONSULTANT nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with CONSULTANTs loyal and conscientious exercise of judgment related to its performance under this Agreement. CONSULTANT agrees that none of its officers or employees shall, during the term of this Agreement, serve as an expert witness against COUNTY in any legal or administrative proceeding in which he or she is not a party, unless compelled by court process, nor shall such persons give sworn testimony or issue a report or writing, as an expression of his or her expert opinion, which is adverse or prejudicial to the interests of COUNTY or in connection with any such pending or threatened legal or administrative proceeding. The limitations of this section shall not preclude such persons from representing themselves in any action or in any administrative or legal proceeding.. In the event CONSULTANT is permitted to utilize subcontractors to perform any services required by this Agreement, CONSULTANT agrees to prohibit such subcontractors, by written contract, from having any conflicts as within the meaning of this section. 9.22 CONTINGENCY FEE CONSULTANT 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 person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For a breach or violation of this provision, Board shall have the right to terminate this Agreement without liability at its discretion, or to deduct from the Agreement price or otherwise recover the full amount of such fee, commission, percentage, gift or consideration. The Gordian Associates -23- 9.23 WAIVER OF BREACH AND MATERIALITY Failure by COUNTY to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement, COUNTY and CONSULTANT agree that each requirement, duty, and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term hereof. 9 24 COMPLIANCE WITH LAWS CONSULTANT shall comply with all federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations related to this Agreement, 9.25 SEVERANCE In the event this Agreement or a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless COUNTY or CONSULTANT elects to terminate this Agreement. The election to terminate this Agreement based upon this provision shall be made within seven (7) days after the finding by the court becomes final. 9.26 JOINT PREPARATION Preparation of this Agreement has been a joint effort of COUNTY and CONSULTANT and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other 9.27 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in Articles 1 through 9 of this Agreement shall prevail and be given effect. 9.28 APPLICABLE LAW AND VENUE This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any controversies or legal The Gordian Associates -24- problems arising out of this Agreement and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the State courts of the Seventeenth Judicial Circuit of Broward County, Florida, the venue situs, and shall be governed by the laws of the State of Florida. To encourage prompt and equitable resolution of any litigation that may arise hereunder, each party hereby waives any rights it may have to a trial by jury of any such litigation. 9.29 INCORPORATION BY REFERENCE The attached exhibits are incorporated into and made a part of this Agreement. 9..30 COUNTERPARTS This Agreement may be executed in three (3) counterparts, each of which shall be deemed to be an original. (The remainder of the page intentionally left blank.) The Gordian Associates -25- IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature: BROWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing by and through its Mayor or Vice -Mayor, authorized to execute same by Board action on the day of , and THE GORDIAN ASSOCIATES, INC.., signing by and through its A.a.{..162At , duly authorized to execute same. ATTEST: r' COUNTY ro County dministrator, as, r� : ;,,, cio Clerk of the Broward .4t F� `, C��".*:145 /L iC��/`-z✓ County Board of County Comehi§tibpers-,,, a ,,, Mayor " � iay of Ce&c ..,.T-.4 --- ;,.,, •a Approved as to Insurance "'a'''`'' C":'•`'" ` %roved as to form by Requirements by `_'� Mice of County Attorney Ry, RISK MANAGEMENT DIVISION'' '.`Atmtr=,:w :10 ', Broward County, Florida ,,n C itti , , /Sr` "/ .,P^ SHARON L. CRUZ, Interim County Attorney r Governmental Center, Suite 423 • 115 South Andrews Avenue o �i Fort Lauderdale, Florida 33301 By ��:r�� �f��GS" Telephone: (954) 357-7600 Telecopier: (954) 357-7641 BROWARD COUNTY, by and through its BOARD OF COUNTY ISSIONERS Gordian Associates JOC a01 doc 1/6105 The Gordian Associates -26- , 20 O3' Al A. DiCalvo (Date) Assistant County Attorney AGREEMENT BETWEEN BROWARD COUNTY AND THE GORDIAN ASSOCIATES, INC., FOR CONSULTANT SERVICES FOR JOB ORDER CONTRACTING (JOC) PROGRAM IN BROWARD COUNTY, FLORIDA CONSULTANT ATTEST: THE GORDIAN ASSOCIATES, INC. cQ Secretary David L. Mahler (Please Type Name of Secretary) Edward A. Snow, Treasurer CORPORATE SEAL The Gordian Associates By PresidentNice Presides# Robert D. Coffey, President (Please Type Name and Title) 1st day of April , 20 05 . -27-