HomeMy WebLinkAboutAgreement_General_03/12/2015 1B Public Resources Management Group, Inc. Utility, Rate, Financial and Management Consultants February 18, 2015 Mr. Michael R. Couzzo Village Manager Village of Tequesta 345 Tequesta Drive Tequesta, FL 33469 -0465 Subject: Utility Revenue Sufficiency and Rate Adequacy Study Dear Mike: As requested based on our conversations with the Village of Tequesta (the "Village "), we have prepared the following agreement to provide utility rate and financial consulting services (the "Agreement ") on behalf of the Village's water utility enterprise fund (the "Water System "). The services to be provided by Public Resources Management Group, Inc. (PRMG) includes the preparation of a financial forecast to evaluate the current near -term fiscal position of such system, the development of a prospective financing plan to fund the Water System capital improvement program and projected expenditure requirements, and the evaluation of the overall sufficiency of the rate revenues to meet the Village objectives for sustained utility service (the "Project "). Based on our discussions with the Village, the Project would primarily consist of preparing a six - fiscal year financial forecast (current budget year plus an additional five fiscal years) of the service needs and expenditures for the Water System, developing a financial management benchmark analysis as part financial model to evaluate the financial position of the Water System, the development of the capital funding plan, and the determining the need for future user rate adjustments (if any) as appropriate in order to meet the overall financial needs and capital funding requirements of the Water System. With respect to the performance of Project, PRMG may need to rely on the Village's consulting engineers for the Water System to provide or evaluate the capital improvement needs of such system or any changes to the cost of operations that may occur as a result of the implementation of the capital improvements, increased regulations, or other factors. Such reliance, if any, will be separate and apart from this Agreement to provide utility and rate consulting services. Based on our understanding of the Project and the requirements delineated by the Village, PRMG proposes the following: PROJECT TEAM AND BILLING RATES With respect to the performance of the Project, Mr. Robert J. Ori will be the principal -in- charge for the Project and will serve as primary contact between the Village and PRMG. PRMG may utilize other employees or associates during the course of the Project as needed. Please see K\DC\ 1056- 07\CormpU015FinForePmposaW 1 341 NORTH MAITLAND AVENUE — SUITE 300 — MAITLAND, FL 32751 Tel: 407 -628 -2600 ® Fax: 407- 628 -2610 • Email: PRMG@,PRMGiiic.com ® Website: www.PRMGinc.com Mr. Michael R. Couzzo Village of Tequesta February 18, 2015 Page 2 Attachment A for a summary of the personnel by title and billing rates for PRMG staff that may be utilized during this engagement which is made part of this Agreement. SCOPE OF SERVICES The scope of services to be performed by PRMG is included in Attachment B, which is made a part of this Agreement. COMPENSATION AND BILLING Based on the scope of services as summarized in Attachment A, we propose to establish a contract budget to perform the Project on behalf of the Village in the amount of $34,000.00. A cost estimate is shown in Attachment C which is made a part of this Agreement. This contract budget amount includes the direct cost of personnel anticipated to be assigned to conduct the various tasks of the Project by PRMG as well as an allowance for other direct costs such as travel, telephone, delivery charges, and subconsulting expenses, if any. This cost estimate does not include any costs for the Project that may be attributable to the services to be provided by the Village's consulting engineers or other consultants. Except as discussed above regarding the possible involvement by the Village's consulting engineers which is considered outside of this Agreement, it is not anticipated that any subconsultants will be required to assist PRMG in the completion of the Project. To the extent that PRMG determines that a portion of the Project would need to be performed by a subconsultant, PRMG would notify the Village in writing for approval prior to the assignment of any Project responsibilities to such subconsultant by PRMG. The costs incurred by PRMG for such other direct costs, if any, will be billed based on the actual cost. It is proposed that PRMG would bill monthly for services relative to this engagement based on the sum of. i) the hourly amount of time spent by the Project team members; and ii) the other direct costs incurred to provide the financial consulting services; and iii) the subconsulting expenses incurred by PRMG, if any, as required to assist in Project completion, as adjusted for administrative costs per Attachment A. It should be noted that the proposed contract budget would be billed on an hourly basis predicated on the actual work effort performed by PRMG and not on a lump -sum basis. To the extent that the Project was completed at a cost less than the contract budget, PRMG would not invoice the Village for any amounts remaining (unbilled) on such contract except for the provision of any additional services which the Village may request from PRMG, as mutually agreed between all the parties. PROJECT SCHEDULE Upon notification to proceed as provided by the Village to PRMG by no later than March 15, 2015, PRMG would complete Utility Revenue Sufficiency and Rate Adequacy Study such that any proposed rates would become effective on October 1, 2015. This rate implementation date recognizes an initial completion date of the analyses by July 1, 2015 in order to: i) assist the Village and be consistent with the Water System budget process for the Fiscal Year 2016; KWC\ 1056- OTComsp\2015FmForeandReteAg=V I Mr. Michael R. Couzzo Village of Tequesta February 18, 2015 Page 3 ii) allow for notification to the Village utility customers of any potential change in rates as required by Florida Statutes, Chapter 180; iii) provide sufficient time to present the proposed rates to the Village Council at a public workshop / hearing by September 1, 2015; and iv) to allow Village staff to adjust its utility billing system to allow for the billing of the proposed rates on the effective date of service, the date of which has yet to be determined. The completion of the analysis would be subject to the availability of information provided to PRMG from the Village that would be necessary to conduct the rate analysis and the ultimate implementation requirements of the Village. FINANCIAL ADVISOR QUALIFICATION In the preparation of the scope of services as set forth in this Agreement, PRMG may rely upon certain assumptions regarding the financing of future capital improvements using external sources of funds such as the issuance of debt. These assumptions shall be developed in conjunction with the Village staff and/or the Village's Municipal Financial Advisor. The use of such capital financing assumptions is solely for utility rate and financial planning purposes only and should not be interpreted as advice regarding the ultimate sizing, timing and the cost of debt capital. These debt - related variables are subject to market conditions, as well as the Village's credit rating at the time of issuance, and advice regarding such terms and conditions shall only be provided by the Village's registered Municipal Financial Advisor. As such the actual terms and conditions associated with the issuance of any future debt may vary from the assumptions used in the rate and financial plan as prepared pursuant to this Agreement. Based on the foregoing, in accepting this Agreement by the Village, the Village expressly acknowledges that PRMG is not a "Municipal Advisor" as defined under Section 15B(e)(4)(A) of the Exchange Act as amended by the Dodd- Frank Act and thus is not providing advice with respect to municipal financial products or the issuance of municipal securities, including advice with respect to the structure, timing, terms and conditions and other similar matters concerning financial products or issues. INSURANCE PROVISIONS AND STANDARD TERMS AND CONDITIONS Included on Attachment D is a general insurance certificate for PRMG that summarizes the levels of insurance coverage carried by PRMG for consideration by the Village. As a condition of approval of this Agreement, PRMG will have our insurance carrier forward an insurance certificate to the Village's attention at the coverage amounts as stated on the general insurance certificate attached herein. PRMG's Standard terms and conditions are included on Attachment E and are made part of this Agreement. We are providing two copies of this Agreement for the Village's approval. If this Agreement is acceptable to the Village, please have an authorized representative of the Village execute both copies and return one to us; the other copy is for the Village's records. We appreciate the K:\DC\ 1056- 071Corresp\Z015FinFore =dRatoAgreoV l Mr. Michael R. Couzzo Village of Tequesta February 18, 2015 Page 4 opportunity to continue providing utility rate consulting services to the Village and look forward to working with both the Village and you in the near future. Respectfully submitted, ACCEPTED BY: Public Resources Management Group, Inc. Village of Tequesta, Florida Robert J. Ori a e President Ma j or I� bbla 3�>°il� 511 a e5 Title Date RJO /dlc Attachments K.\DC\ 1056- 07\ Corresp \2015FtnForemdRateAgreeV I ATTACHMENT A PUBLIC RESOURCES MANAGEMENT GROUP, INC. SCHEDULE OF DIRECT LABOR HOURLY RATES AND STANDARD COST RATES DIRECT LABOR HOURLY RATES Direct Labor Project Team Title Hourly Rates [ *] Principal $185.00 Associate $135.00 Managing Consultant $125.00 Supervising Consultant $120.00 Senior Consultant $115.00 Rate Consultant $105.00 Consultant $ 95.00 Senior Rate Analyst $ 85.00 Rate Analyst $ 75.00 Analyst $ 65.00 Assistant Analyst $ 55.00 Administrative $ 52.00 [ +] Direct labor hourly rates effective twelve months after the date of execution of the Agreement; rates will be adjusted by not more than the net percentage change (but not less than 0 %) in the Consumer Price Index — Urban Consumers per annum (rounded to the nearest dollar) or as mutually agreed between parties for invoices rendered after each anniversary date of each year thereafter until project completion or termination of the Agreement between the parties. STANDARD COST RATES Expense Description Standard Rates [ *] Mileage Allowance — Personal Car Use Only $0.485 per mile Reproduction (black and white) (in house) $0.05 per page Reproduction (color) (in house) $0.25 per page Reproduction (contracted) Actual Cost Computer Time $0.00 per hour Telephone Charges Actual Cost Delivery Charges Actual Cost Lodging/Other Travel Costs Actual Cost Meals Not to exceed per PRMG Employee: $8.00 — Breakfast $12.00 — Lunch $25.00 — Dinner Subconsultant Services Actual Cost plus 5.0% Other Costs for Services Rendered Actual Cost [ *] Standard cost rates effective twelve months after the date of execution of the Agreement; where applicable, rates will be adjusted by not more than the net percentage change (but not less than 0 %) in the Consumer Price Index — Urban Consumers per annum (rounded to the nearest dollar) or as mutually agreed between parties for invoices rendered after each anniversary date of each year thereafter until project completion or termination of the Agreement between the parties. Any Standard Rate adopted by policy by Client will supersede rates shown above. K\ DC \105&07\Cormp\2015FinFomftposWV 1 A-1 ATTACHMENT B PUBLIC RESOURCES MANAGEMENT GROUP, INC. SCOPE OF SERVICES - UTILITY REVENUE SUFFICIENCY AND RATE ADEQUACY STUDY The scope of services to be performed by PRMG associated with the development of at utility revenue sufficiency and rate adequacy study for the Village's water utility enterprise fund (the "Water System ") will include the following tasks: Task 1 — Data Acquisition and Review In order to perform the study on a timely basis, it will be necessary to collect as much information as possible at the beginning of the study process in order to complete the financial forecast. A detailed data request will be prepared by PRMG to assist the Village staff with compiling specific information about the operation of the System. The information be compiled and provided by the Village will include, but not be limited to, budgetary, financial and billing data, customer usage profiles, existing and future plant in- service requirements to meet capacity needs, and historical system demand requirements. Information to be requested from the Village will include, but not be limited to: i. Customer statistical information as it relates to the service area needs by specific service area (franchise) component; ii. Bill frequency information detailed customer usage relationships (number of bills rendered per water use parameter) required to develop a detailed revenue model for rate estimation purposes; iii. Information regarding the operating expenses of the Water System; iv. Information regarding the funds availability by type of fund; V. Information regarding potential changes in service area needs due to the expiration of franchise agreement as well as extension of service to other areas; vi. Capital improvement program as estimated by both the Village and its consulting engineers, including the recognition of the capital needs identified in the Water treatment Plant and Distribution System Facility Assessment report recently prepared by ARCADIS (the "Assessment Report") and projects that have been approved in prior years that are still on -going (i.e., construction- work -in- progress); and vii. Other relevant information (e.g., consumer price index for price index rate adjustments, current utility rate resolution, most recent Comprehensive Annual Financial Reports and other financial records and reports, Franchise and Service Agreements with other local governments, etc.) as deemed necessary by PRMG to prepare the financial evaluation of the System. KADCU 05 &07\Convsp12015FinForeProposa]V I B I PRMG will prepare a date request for response by the Village to initiate the data compilation efforts and will also attend a kick- off/data review meeting with both parties to evaluate trends of the Water System as well as review the compiled data necessary for project completion. Task 2 — Customer Statistical and System Demand Forecast Based on an up -to -five -year historical trend of customer statistics by primary service area and/or franchise, PRMG will prepare a six -year customer and finished water demand forecast of the Water System. The Test Year for the forecast will be the Fiscal Year 2015 and the forecast period will consist of the Fiscal Years ending September 30, 2016 through 2020 (collectively the Test Year and the subsequent five -year forecast is referred to as "Forecast Period "). PRMG will work with the Village to identify potential growth the existing service area, changes in the service area due to incremental utility extensions required of the Water System, as well as reduction in service area due the expiration of any franchise and other service agreements that may occur during the Forecast Period. Task 3 — Development of Revenue Projections from Existing Rates This task involves the development of projections of utility rate revenues for the Forecast Period from existing rates recognizing: i) the results of the customer and sales forecast performed in Task 2; and ii) the Village's existing rates for service. Additionally, this task will involve a rate - revenue "reasonableness" test (reconcile model results to reported amounts on Village financial statements) to ensure that the revenue model and billing determinants are reasonable relative to the modeling process. PRMG will prepare a forecast of the utility rate revenues from existing rates based on the customer forecast delineated above, recognizing increases rates due to the application of the annual price index rate adjustment as currently allowed by utility ordinance. The customer and corresponding revenue forecast will serve as the basis for the review of net margins and availability of funds associated with the overall fiscal evaluation of the Water System. This task will also involve the projection of other operating revenues, interest income earned on unrestricted fund balances as defined in the bond resolution / governing loan agreements for the utility system and revenues derived from other utility transactions (e.g., miscellaneous customer service charges). Task 4 — Development of Operating Expense Projections This task involves the development of the estimated amount of operating expenses required to be funded from water rates for the Forecast Period. PRMG will work with the Village and its consulting engineers to identify changes in utility operations that may result due to changes in service demographics, any revisions due to the implementation of the anticipated capital improvement program for the Village, or as a result of changes in regulations or operating practices by the Village which may affect the operations of the Water System. PRMG projections will be based on recent historical trends and changes in cost of providing service, estimates provided by the Village and its consulting engineers as it relates to ongoing operations, and the recognition of inflationary allowances for the general cost of operations. The operating expense analysis will be performed to identify the net revenue margins to the utility that are critical in meeting the debt compliance requirements of the Water System as well as identification of fund availability for repayment of existing and any future debt and capital funding. Finally, other operating expenses such as inter - KADC\ 1056- OTCoamp\2015FiaoraFroposWV I B -2 fund transfers, administrative allocations, contingency reserves, insurance needs, and other expenses will be evaluated to ensure that the full recovery of costs are reflected in the rate sufficiency analysis. Task 5 — Capital Improvement and Funding Analysis This task involves a detailed review of the Village's current budget and subsequent five -year or applicable capital improvement program and other engineering planning documents such as the Assessment Report, and the performance of a funding analysis to identify available sources of funds for financing of the capital improvement program and the estimated impact on utility rate revenues associated with the capital funding program for the Forecast Period. This task will include the development of the estimated fund balance by individual fund / account and the development of a flow of funds analysis for liquidity evaluation purposes. PRMG will work with the City and its consulting engineers to develop a capital plan that is fully funded yet meets the overall needs of the Village from an affordability basis. Task 6 — Other Revenue Requirement Identification and Management Dashboard In order to meet the financial obligations of the Village's Water System, PRMG will review the financial aspects of the Village's utility systems in order to potentially recognize other revenue requirements or funding requirements that may need to be allocated or included in the rate analysis and in the development of the financial forecast model. This task will include assistance in the development of fiscal policies in terms of working capital maintenance, the funding of capital re- investment for long -term planning needs, the funding of other departmental capital or maintenance reserves for items such as vehicles and equipment, and the recognition of any other transfer requirements that may be associated with the utility system. As part of this task, PRMG will develop a "management dashboard" to allow for the review of the financial position of the utility and the ability to perform sensitivity analyses in order to finalize the financial forecast. As part of this task, PRMG will work with the Village to identify any fiscal policies and financial performance targets that will provide guidelines and support for the financial forecast and revenue sufficiency fiscal policies necessary to address the need for goals related to financial performance indicators, such as debt service coverage ratios and reserve fund levels which the Village may deem necessary. Task 7 — Compliance Analysis This task will be conducted in order to satisfy the rate covenant requirements and the flow of fund requirements as defined in the governing bond resolution / loan documents that authorized the issuance of the outstanding utility system revenue bonds. The compliance analyses will be performed for the Forecast Period to maintain the financial integrity of the utility system. Task 8 — Rate Comparisons with Neighboring Utilities As part of the evaluation of the sufficiency of rates, PRMG will prepare a rate comparison of the Village's existing water rates with other neighboring utilities and illustrate the potential customer impact on any recommended rate adjustments associated with the development of the financial forecast and rate evaluation. Task 9 — Development of Net Revenue Requirements and Rate Impact Analyses and Staff Presentation Based on the aforementioned tasks, PRMG will prepare a summary of the total net revenue requirements of the Water System and the accompanying rate impact requirements for IC\ DC \1056.0TCormp\2015FinForeFropoWV i B -3 each fiscal year of the Forecast Period. A meeting with representatives of PRMG and the Village staff will be held in order to present the results of the initial study findings and observations. Based on the results of the Village staff meeting, PRMG will make modifications to the analysis prior to the presentation of the utility rate and financial evaluation to the Village Council. Task 10 — Report Preparation and Presentation PRMG will prepare a technical memorandum or report in support of the evaluation of the sufficiency of rates to meet the expenditure requirements of the Water System, which encompasses the financial plan and capital improvement plan funding analysis. The report prepared by PRMG will include delineation of the assumptions and analysis used to prepare the financial forecast, the available or identified funding sources that meet the overall capital improvement program needs of the Water System, and any other aspects of the Water System (i.e., action plan items based on noted trends and the attainment of certain financial targets for the System). This task will also include a presentation of financial ratios and targets to illustrate the overall financial position of the Water System in relation to the funding needs, especially as it pertains to the capital improvement program requirements. Task 11 — Meetings During the course of this project, it is anticipated that PRMG will attend a total of three (3) on -site meetings with the Village and attend three WebEx (teleconference) meetings to present ongoing results with Village staff and / or its consulting engineers. For the purposes of preparing the cost estimate included on Attachment C, it has been assumed that the on -site meetings would have a duration of six (6) hours per meeting, which includes travel and meeting preparation. The on -site meetings recognized in this scope of services include the following: Description On -site Meetings Kick- OffDData Review 1 Review of Financial Forecast with Administration 1 Presentation of Final Report to Village Council 1 Total Meetings The WebEx meetings will represent assumption development, forecast review and project status meetings which are necessary to allow for the ongoing preparation of the utility rate evaluation and financial forecast. For the purposes of preparing the cost estimate included on Attachment C, it has been assumed that the WebEx meetings would have a duration of two (2) hours per meeting. ADDITIONAL SERVICES During the course of this engagement, the Village may request that PRMG perform additional services on behalf of the Water System. Although no additional services are anticipated by PRMG at this time, any additional services as requested by the Village will be performed by PRMG upon written authorization by the Village and as mutually agreed between the parties. Examples of additional services that could be performed by PRMG may include, but not be limited to, the following activities. K:\DC\ 1056- 071Corresp\2015FinForeProposWV I B-4 1. Attendance of additional meetings to what is contemplated in the scope of services. 2. Performance of a detailed utility cost of service allocation study to design proposed rates to meet the financial requirements of the Water System. 3. Development of a project or bond feasibility report associated with any financing activities (debt service issuance) necessary to fund the identified capital improvement program or attending discussions with credit rating agencies or other related parties associated with the possible sale of bonds. 4. Negotiations with third parties associated with franchise agreements, provisions for services, or other related activities. 5. Performance of substantial changes in the financial forecast due to the receipt of inaccurate information as provided by the Village or due to delays in the Project that were not caused by PRMG. 6. Performance of any anticipated update to the overall financial forecast after substantial completion of such forecast at the request of the Village, including the preparation of additional financial forecast scenarios. IC\DC\ 1056. 07\Corresp\2015FinForeproposelV 1 B'5 Attachment C Village of Tequesta, Florida Page 1 of 1 Preliminary Job Cost Estimate for Utility Revenue Sufficiency and Rate Adeaaacv Study Line Task Project Supervising Senior Rate Rate Clerical No. Activity Reference Manager Consultant Consultant Consultant Analyst Analyst & Admin. Totals 1 Project Billing Rates ($/Hr.) $185.00 $120.00 $105.00 $65.00 $75.00 $65.00 $52.00 2 Data Acquisition and Review 1 2 8 - - 4 - 4 18 Customer Statistical and System Demand Forecast 3 Historical Customer and Financial Compilation 2 1 8 28 - 37 4 Customer and Sales Forecast 2 2 6 12 20 5 Rate Revenue Forecast 3 1 4 - 10 - 15 Revenue Requirements 6 Development of Operating Expense Projections 4 4 10 - 24 - 38 7 Capital Improvement and Funding Analysis 5 6 16 - 12 - 34 8 Other Revenue Requirement Identification & Management Dashboard 6 4 12 - 8 - 24 9 Compliance Analysis 7 2 6 - 2 - 10 10 Rate Comparison with Neighboring Utilities 8 1 6 7 11 Development of Net Revenue Requirements and Rate Impact Analysis 9 2 4 4 - 10 12 Report Preparation and Presentation 10 10 16 6 1 12 45 13 On -site Meetings (3 meetings) 11 14 20 - - 4 38 14 WebEx Meetings (2 meetings) 11 4 4 - 4 12 15 Project Management Allowance All 2 - - - - 2 4 16 Total Project Hours 50 115 114 7 26 312 17 Total Direct Labor Cost - All Tasks $ 9250 $ 13,800 $ $ $ 8,550 $ 455 $ 1,352 $ 33,407 18 Average Hourly Billing Rate $107.07 Allowance for Indirect Costs 19 Telephone Allowance $ 50 20 Travel (3 Trips x 325 miles x $.485 / Mile) 473 21 Miscellaneous Expense Allowance 70 22 Total Allowance for indirect Costs $ 593 23 Total Estimated Project Cost $34,000 ATTACHMENT D r•.1 PUBLI.3 OP ID: M6 DATE (MM1DOlYY1^!► CERTIFICATE OF LIABILITY INSURANCE 0112612015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement (s). PRODUCER " Sharon Walser The Plastridge Agency -BRO PHONE 561 X 15 -1435 a No . 561.396 -4755 2100 N. Dixie Hwy. Boca Raton, FL 33431 - AM S: INSURERS AFFORDING COVERAGE NAIC S INSURER A : Phoenhr msrA - ComPeny 25523 INSURE) Pub is Resources Mgmt Grp, Inc INSURER B : Trovelms Casualty N: surety 49038 341 N. Maitland Ave. #300 Maitland, FL 32761 INSURER C :Obi0 Casualty Insurance Co. 24074 INSURER ID: Ireoshore SpecWW Um Co. WSUREtE INSURERF COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. L INSR TYPE OF INSURANCE POLICY NUMBER D &NC UMRS A X COMMERCIAL GENERALLIABIUTY EACH OCCURRENCE S 1,000,000 CLAIMS -MADE T OCCUR GMTBMOMPHX15 01106!2013 01106!2016 PREMISES omirrence S 300,000 NEDW (Any oneWSW) 3 6,000 X A99 Per Project PERSONAL$ADVINJURY S 1,000,000 GENI. AGGREGATE UMITAPPUESPER GENERAL AGGREGATE 3 2,000,000 POLICY � jRa F LOC PRODUCTS- COMPIOPAM S 2,000,00 S OTHER COMBINED SINGIMMEr— s 1,000,000 AUTOMOBILE LIABILITY tEa e cdderd A ANY AUTO 830579M8MPHX15 01/0612016 01/0612016 BODILY INJURY (Per Perim) 3 ALL OWNED SCHEDULED BODILY INJURY (Peracdderd) S AUTOS AUTOS X- HIREDAUT09 X AUTOS araccld 3 S UMBRELLAHJAB X EACH OCCURRENCE $ 1,000,000 C X I EXCESS LIAR I C AIMSMAD EU01553TM92 01/0612016 01/0612016 AGGREGATE S 1,000,000 DE) I I RETENTION; $ WORKBiSCOMPENISAMON X I S I X AND EMPLOYERS' UABWTY B ANY PROPRIEfOWPARTNEREXECUnVE Y / N NIA XAUB4030TO4515 0210112016 02/0112016 E.L. EACH ACCIDENT 3 1,000,000 OFRCERaAEMBER EXCLUDED? E (ManddwyInNH) L DISEASE - EAEMPLO s 1,000,000 Iyes, � olbe raider E.L DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below D 11 Llab 000109304 01126/2016 0112612016 Ea/Agg 2,000,000 1 C Made RETRO DATE IM194 SIR 6,000 DESCRIPTION OF OPERATIONS I LOCATIONS! VEHICLES (ACORD 501, Ad=Ohal RelrmrM Shcadule, may be attadurd If more specs to required) CERTIFICATE HOLDER CANCELLATION PROOF -2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PROOF OF INSURANCE ONLY ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE ^" 13, -> ©1992014 ACORD CORPORATION. All rights reserved. ACORD 26 (2014101) The ACORD name and logo are registered marks of ACORD PUBLIC RESOURCES MANAGEMENT GROUP, INC. ATTACFEVIENT E STANDARD TERMS AND CONDITIONS I. SCOPE V. INDEMNIFICATION Public Resources Management Group, Inc. (PRMG) PRMG agrees to indemnify, defend, and hold Client agrees to perform the professional consulting services harmless from and against any liability arising out of described in the agreement (the "Work ") that the negligent errors or negligent omissions of PRMG, incorporates these standard terms and conditions. its agents, employees, or representatives, in the Unless modified in writing by the parties hereto, the performance of duties set forth in Article I. Regardless duties of PRMG shall not be construed to exceed of any other term of this Agreement, in no event shall those services specifically set forth in the agreement. PRMG be responsible or liable to Client for any These terms and conditions and the agreement, when incidental, consequential, or other indirect damages. executed by the Client, shall constitute a binding agreement on both parties (hereinafter after the Client agrees to indemnify, defend, and hold PRMG "Agreement "). harmless from and against any liability arising out of the negligent errors or negligent omissions of Client, its agents, employees, or representatives, in the II. COMPENSATION performance of duties set forth in Article I. The Client, as defined in the agreement, agrees to pay for the services as billed within thirty (30) days of VI. INSURANCE receiving the invoice. Amounts paid after thirty (30) days may be subject to interest charges, not to exceed PRMG shall maintain during the life of the agreement a monthly compound rate of one percent (1.0 %) the following minimum insurance: applied to the delinquent unpaid balance. 1. Commercial general liability insurance, including Time - related charges will be made in accordance with hired and non -owned automobiles, with the the billing rate referenced in the agreement. Other following limits: indirect expenses and subcontractor services, if any, will be billed in accordance with the standard unit cost Each Occurrence $1 rates as referenced in the agreement or if no reference Damage to Rented Premises is provided, at the actual cost as incurred by PRMG. (Each Occurrence) $300,000 Medical Expense (Any one person) $5,000 Personal and Advertising Injury $1,000,000 III.. RESPONSIBILITY General Aggregate $2,000,000 PRMG is employed to render a professional service Products — Completed/Operation only, and any payments made by Client are General Aggregate $2,000,000 compensation solely for such services rendered and 2. Statutory worker's compensation and employers' recommendations made in carrying out the Work. liability insurance as required by state law. PRMG shall perform analyses, provide opinions, make factual presentations, and provide professional 3. Professional liability insurance at a limit of advice and recommendations. PRMG does not liability of not less than $2,000,000 aggregate. expressly warrant or guarantee its services. IV. RELIANCE UPON INFORMATION VII. SUBCONTRACTS PROVIDED BY OTHERS. Unless specifically specified in the Agreement, If PRMG's performance of services hereunder PRMG shall be entitled, to the extent determined to be requires PRMG to rely on information provided by appropriate by PRMG, to subcontract any portion of other parties (excepting PRMG's subcontractors), the Work to be performed under this Agreement. PRMG shall not independently verify the validity, completeness or accuracy of such information unless VIII. ASSIGNMENT otherwise expressly engaged to do so in writing by Client. These terms and conditions and the agreement to which they are attached are binding on the heirs, successors, and assigns of the parties hereto. This E -1 PUBLIC RESOURCES MANAGEMENT GROUP, INC. ATTACHMENT E STANDARD TERMS AND CONDITIONS agreement may not be assigned by Client or PRMG is intended only for the Clients benefit and use. without prior, written consent of the other. Change, alteration, or reuse on another project by Client shall be at Client's sole risk, and Client shall hold harmless and indemnify PRMG against all IX. INTEGRATION losses, damages, costs, and expenses, including These terms and conditions and the agreement to attorneys' fees, arising out of or related to any such which they are attached represent the entire unauthorized change, alteration, or reuse. understanding of Client and PRMG as to those matters contained herein. No prior oral or written XV SUSPENSION OF WORK understanding shall be of any force or effect with respect to those matters covered herein. The Client may suspend, in writing, all or a portion of the agreement may not be modified or altered except in Work under the agreement in the event unforeseen writing signed by both parties. circumstances beyond Client's control make normal progress of the Work impossible. PRMG may request that the Work be suspended by notifying Client, in X. JURISDICTION writing, of circumstances that are interfering with the This agreement shall be administered and interpreted normal progress of Work. PRMG may suspend Work under the laws of the State of Florida. Jurisdiction of on the project in the event Client does not pay litigation arising from the agreement shall be in that invoices when due. PRMG shall be compensated for state. its reasonable expenses resulting from such suspension including mobilization and de- mobilization. The time for completion of the Work XI. SEVERABILITY shall be extended by the number of days Work is suspended. In the event that the period of suspension If any part of the Agreement is found unenforceable exceeds 90 days, the terms of the agreement are under applicable laws, such part shall be inoperative, subject to renegotiation and both parties are granted null and voice insofar as it is in conflict with said the option to terminate Work on the suspended laws, but the remainder of the Agreement shall be in portion of the project. full force and effect. XVI. TERMINATION OF WORK XII. FORCE MAJEURE Client may terminate all or a portion of the Work PRMG shall not be responsible for delays in covered by the agreement for its convenience. Either performing the scope of services that may result from party may terminate Work if the other party fails to causes beyond the reasonable control or perform in accordance with the provisions of the contemplation of PRMG. PRMG will take reasonable agreement. Termination of the agreement is steps to mitigate the impact of any force majeure. accomplished by 15 days prior written notice from the party initiating termination to the other. Notice of termination shall be delivered by certified mail with XIII. NO BENEFIT FOR THIRD PARTIES receipt for delivery returned to the sender. The services to be performed by PRMG hereunder are This agreement may be terminated by PRMG: a) for intended solely for the benefit of Client, and neither cause, if Client breaches this Agreement through no right nor benefit is conferred on, nor any contractual fault of PRMG and Client neither cures such material relationship intended or established with any person breach nor makes reasonable progress toward cure or entity not a party to this Agreement. No such within 15 days after PRMG has given written notice person or entity shall be entitled to rely on PRMG's of the alleged breach to Client; or b) upon five days' performance of its services hereunder. notice if Work under this Agreement has been suspended by either Client or PRMG in the aggregate XIV. WORK PRODUCT for more than ninety (90) days. PRMG and Client recognize that PRMG's Work In the event of termination, PRMG shall perform such product submitted in performance of this Agreement additional Work as is necessary for the orderly filing E -2 PUBLIC RESOURCES MANAGEMENT GROUP, INC. ATTACHMENT E STANDARD TERMS AND CONDITIONS of documents and closing of the project. The time such laws, including those obligations to keep, spent on such additional Work shall not exceed five maintain, provide access to, and maintain any percent (5 %) of the time expended on the terminated applicable exemptions to public records, and transfer portion of the project prior to the effective date of all such public records to the Client at the conclusion termination. PRMG shall be compensated by the of this Agreement, as provided for in Florida Statutes client for Work actually performed prior to the 119.0701 (2013). effective date of termination plus the Work required for filing and closing as described in this Article. XVII. ARBITRATION All claims, disputes and other matters in question between the parties to this agreement arising out of or relating to this agreement or the breach thereof, which are not disposed by mutual agreement of the parties, shall be decided by arbitration in accordance with the Florida Arbitration Code. No arbitration arising out of or relating to this agreement shall include any person not a party to this agreement except by written consent containing a specific reference to this agreement and signed by the parties hereto and persons to be joined. This agreement to arbitrate shall be specifically enforceable under prevailing arbitration law. Notice of demand for arbitration shall be filed in writing with the other parties to this agreement. The demand shall be made within a reasonable time after the claim, dispute, or other matter in question has arisen, but in no event after the date when the institution of legal or equitable proceedings would be barred by the applicable statute of limitations. The award rendered by the arbitrators shall be final and judgment may be entered in accordance with applicable law in any court having jurisdiction. XVIII. NOTICES All notices required under this Agreement shall be by personal delivery, facsimile or mail to the PRMG Project Manager and to the person signing the Agreement on behalf of the Client, and shall be effective upon delivery to the address stated in the Agreement. XIX. PUBLIC RECORDS Pursuant to applicable Florida law, PRMG's records associated with this Agreement may be subject to Florida's public records laws, Florida Statutes 119.01, et seq., as amended from time to time. PRMG shall comply with all public records obligations set for in E -3