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2016-15 I,I .111111P ,' Public Resources Management Group, Inc. Utility, Rate, Financial and Management Consultants February 26, 2016 Mr Freddy Suarez Administrative Services Director City of Clermont 685 W Montrose Street Clermont, Florida 34711 Subject Agreement to Provide a Water, Wastewater, Stormwater and Sanitation Utility Rate Study Dear Mr Suarez Public Resources Management Group, Inc (PRMG) is pleased to submit this agreement to provide professional consulting services to the City of Clermont, Florida (the "City" or "Client") associated with the preparation of a utility rate study(the "Rate Study") The purpose of the Rate Study is to assist the City with its review and update of Water, Wastewater, Stormwater and Sanitation Utility Rates PROJECT TEAM AND BILLING RATES With respect to the performance of this engagement, Mr Henry L Thomas will be the pnncipal in charge, project manager and primary contact with the City Other staff consultants, analysts and administrative personnel will be utilized during the course of the engagement as needed The services covered by this Agreement shall be billed based on the direct labor rates set out in Attachment A which is made a part of this proposal SCOPE OF SERVICES The scope of services to be performed by PRMG is included on Attachment B, which is made a part of this proposal COMPENSATION AND BILLING Based on the Scope of Services as summarized herein in Attachment B and the direct hourly labor billing rates as identified on Attachment A, we propose to establish a not-to-exceed contract budget to provide consulting services associated with the performance of the Rate Study of$49,800 This project budget amount includes the direct cost of personnel anticipated to be assigned to the project as well as any other direct costs such as travel, telephone, and copying, pnntmg and shipping charges The costs incurred by PRMG for such other direct costs, if any, will be billed to the City based on the Standard Unit Costs or reimbursement schedule as reflected on Attachment A It is proposed that PRMG will bill monthly for services relative to this engagement based on the hourly amount of time spent by the project team members, the other G Tending Agreements\Clermont\ClermontL.etterAgreement docx 341 NORTH MAITLAND AVENUE- SUITE 300 -MAITLAND, FL 32751 TELEPHONE(407)628-2600- FAX (407)628-2610 EMAIL prmg@prmglnc corn Mr Freddy Suarez City of Clermont February 26, 2016 Page 2 direct costs incurred and the pass-through of any sub-consultmg costs that may be required for the engagement No additional services above the cost estimate will be performed without the prior written authorization of the City TERM OF AGREEMENT The terms of this proposed agreement and the associated direct hourly labor billing rates for PRMG personnel shall be in effect and contmue through the completion of the project or December 31, 2016, or some other contract period as mutually agreed to between the City and PRMG It is anticipated that the project will be submitted to the City within 150 days after being given authorization to proceed ADDITIONAL TERMS AND CONDITIONS Additional standard terms and conditions, that are made part of this proposed agreement, are set forth in Attachment C which is made a part of this proposal We appreciate the opportunity to submit this agreement to provide rate consulting services to the City If this agreement is acceptable,please execute both copies and return one copy to PRMG Very truly yours, Public Resources Management Group,Inc. 0114/ Henry L Thomas Vice President ACCEPTED BY City of Clermont p• Al N. il GI-M PA 9er g (o Title ate G\Pending Agreements\Clermont\ClermontLetterAgreement docx ATTACHMENT A CITY OF CLERMONT,FLORIDA UTILITY RATE STUDY SCHEDULE OF DIRECT LABOR HOURLY RATES AND STANDARD UNIT COSTS DIRECT LABOR HOURLY RATES Direct Labor Project Team Title Hourly Rates[*] Principal $185 00 Associate $150 00 Managing Consultant $135 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 Pnce Index—Urban Consumers per annum(rounded to the nearest dollar) or as mutually agreed between parties for invoices rendered after each anmversaty date of each year thereafter until project completion or ternunation of the Agreement between the parties OTHER DIRECT COSTS-STANDARD RATES 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 Pnce 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 G\Pending Agreements\Clermont\ClermontLetterAgreement docx A-1 ATTACHMENT B CITY OF CLERMONT,FLORIDA UTILITY RATE STUDY SCOPE OF SERVICES The following is a description of the Scope of Services for the engagement, schedule of deliverables and projected schedule relative to the update of the Water, Wastewater, Stormwater and Sanitation Utility Rate Study SCOPE OF SERVICES The Scope of Services to be performed by the personnel of Public Resources Management Group,Inc relative to this engagement is summarized below by task Task 1 —Kick-off Meeting This task will involve attendance of an on-site project kick-off meeting to review and confirm the study goals and objectives, finalize the project work plan and project schedule and review information required to prepare the rate study Task 2—Prepare Data Request A detailed data request will be prepared to assist the City staff with compiling specific information about the operations of the respective systems The data requested will include budgetary, accounting and financial data, customer billing profiles and statistical information, service area agreements and historical and projected utility system demand requirements The data needed for the study will include the following types of information • System Operating Data - This data will include any available operating reports delineating water and wastewater flows, tons of waste collected, etc Also any planned changes in staffing and other operational changes that will affect the cost of providing water, wastewater,and sanitation and stormwater services • Economic Data - Statistical and demographic data for the utility service area, including population estimates and projections, persons per household by type of residence, anticipated new development, building permit activity by land use, and any current developer's agreements • Financial Planning Data - Data regarding the finances of the water, wastewater sanitation and stormwater systems will be requested, including the adopted operating budget for Fiscal Year 2016, detailed histoncal information presented on a budget line-item basis to identify expenditure trends, capital improvement program costs, annual financial reports and financial statements (comprehensive annual financial reports), information regardmg administrative G\Pending Agreements\Clermont\ClermontLetterAgreement docx B-1 fund transfers, and cash account balances for unrestricted operating and reserve funds, and restricted funds such as impact fee funds and debt service reserve funds • Customer/Billing Data - Customer and billing data for the water, wastewater, sanitation and stormwater utilities by class of customer and service area designation (e g , inside versus outside City) will be requested, anticipated major customer additions or changes in customer use, detailed customer usage profiles, number of units for master metered multi-family accounts • Financing Data — This data includes current governing bond resolution or financing documents, including current rate covenants and additional bonds tests, official statements or loan documents associated with any outstanding indebtedness for the utility systems, schedules of both existing and future indebtedness, grant agreements, loan agreements, capital lease and other subordinated debt schedules, and interest earnings rates for debt service smkmg funds, reserve funds, and other fund balances • Rate Administrative Data- A complete copy of the City's Water, Wastewater, Sanitation and Stormwater Utility Rate Ordinances and Resolutions, copies of other policies not codified such as the methodology of charging for vacation or seasonal service, policies regarding initiation of service costs, and rates of other neighboring utilities for rate comparison purposes Task 3 —Institutional Background Review This task will include review all budget documents, ordinances, resolutions, loan agreements, wholesale agreements and any available financial policies to identify appropriate financial requirements and criteria including fmancial performance measurements to track compliance with such requirements In addition, as appropriate, any formal management objectives including rate administrative issues, pricing philosophy, operating criteria and internal financial policies related to general fund transfers, reserve and cash fund balance targets will be identified in this task The purpose of the institutional background review is to ensure that the utility rate and financial plan addresses the City's key policy issues and objectives The identification of key issues and financial objectives will help establish the basis for the final study recommendations Task 4 — Review of the City's Projection of New Development and Preparation of Utility Customer, Sales and Usage Forecasts 4 1 Review of the City's Development Projections This task will involve reviewing the City's projection of new development to assess utility service area requirements for the water, wastewater, sanitation and stormwater systems 4 2 Development of Customer and Service Forecast Based on trends in customer growth, discussions with the City staff about potential development within the service area and usage levels specific to the water and wastewater systems, a customer and sales forecast will be developed for each utility system For purposes of this study a range of alternative growth G\Pending Agreements\Clermont\ClerrnontLetterAgreement docx B-2 forecasts will be prepared to help examine the impact on capital funding needs, revenues, and revenue requirements The forecast will be prepared on a basis consistent with the City's service area designations and existing and proposed customer classes since i) each class of customer may have different service requirements and rates of growth which helps identify sales trends and changes in the customer base on a per class basis, and ii) the forecast will be used in the overall design of rates, including any rate structure adjustments that could affect cost recovery Task 5—Development of Utility Systems Revenue Forecast This task involves the development of utility system rate revenues from existing rates recognizing i) the results of the customer and sales forecasts conducted in Task 4, and ii) the City's existing rates for service The revenue forecast will separately consider sales to customers located inside and outside the City limits to recognize the application of any outside City surcharge The development of the rate revenue projections will also recognize the appropnate customer classes A rate revenue "reasonableness test"will also be prepared to test the results of the customer billing data against the most recent historical rate revenues shown in the Comprehensive Annual Financial Reports and other miscellaneous financial information provided by the City This task will also involve the projection of other operating revenues, such as i) initiation of service charges and other miscellaneous charges, ii) interest income earned on unrestricted fund balances, and in)other available revenue sources Task 6—Revenue Requirements Analysis This task estimates the amount of revenues to be recovered individually from water, wastewater, sanitation and stormwater rates and fees Specifically, this'component of the study will include an estimate of net revenue requirements of each utility This task also includes the development of detailed projections of operating costs, capital improvements and associated funding sources including debt service requirements, and reserve fund requirements A five-year financial forecast will be the basis for the development of the net revenue requirements from rates, capital improvement funding, and cost recovery strategies Based on the rate and financial model developed for the City, alternative scenarios will be developed to examine the effect of projected growth and funding alternatives and a cost recovery strategy will be developed to identify the proposed overall rate adjustments for each fiscal year of the forecast The following is a discussion of the major subtasks anticipated for this phase 61 — Review of Utility Operations and Development of Operating Expense Projections The pnmary purpose of this task is to develop the level of operating expenses required to be recovered from rates This task will be done in sufficient detail m order to i)recognize the types of expenses incurred by the system, ii)assist in the projection of total expenditures for the study penod, in)recognize changes in certain costs consistent with changes in utility operations, including the implementation of the Capital Improvement Program, iv)recognize changes in operating costs due to changes in regulatory requirements, and v)have sufficient detail to properly allocate the costs among the rate classes, as well as rate structure attributes Included in this analysis will be a detailed projection of operating expenses based upon the City's line-item operating budgets and a review of trends in histoncal expenses, recognition of changes in staffing levels including additional staffing requirements for future facilities, an analysis of G\Pending Agreements\Clermont\ClennontLetterAgreement docx B-3 power and chemical costs for existing and future facilities, and the development of cost escalation factors Finally, to the extent the City plans to incorporate any other changes in operations, which could matenally affect expenses, these changes will be recognized in this analysis Examples might include new automated meter reading systems or new sludge hauling methods Other operating expenses, such as mterfund transfers, administrative allocations, operating contingencies, insurance needs, and other expenses, will also be evaluated to ensure that rates are designed to recover the full cost of providing service As part of this task PRMG will identify key utility system characteristics and current and future operations and maintenance needs,proposed system expansions and other issues facing the utility system 6 2 — Review of Capital Improvement Program Needs and Capital Funding Alternatives This task involves a detailed review of the City's capital improvement program for each utility system and an analysis to identify all sources of funds applicable to the capital improvement program An important goal of the study is to structure the funding of such improvements in order to produce the lowest impact on utility rates This task will also involve a review of all restricted/ unrestricted fund balances available for funding the capital improvement program, identification of the timing of when funds will be expended for the capital facilities, assistance in determining the need for external funding sources, such as long term debt, to limit rate impacts, and the identification of capital needs to serve existing, as well as future customer growth 6 3- Other Revenue Requirement Identification In order to meet the financial obligations of the City's individual utility systems, PRMG will recognize other revenue requirements that need to be included m the analysis A major component of other revenue requirements is scheduled debt service pnncipal and interest payments associated with outstanding and anticipated debt This task will also incorporate fiscal policies identified in Task 3 and funding requirements regarding the capital costs' funded from revenues identified in the capital funding plan, as well as any required cash reserve requirements, and the recognition of any other transfer requirements, including general fund transfers Other revenue requirements which may be reflected in this task deal with certain financial and accounting issues, such as i) establishment and maintenance of adequate working capital balances, ii) funding or utilization of rate stabilization reserves, if appropriate, to phase-in rate adjustments, iii) identification of proper renewal and replacement funding allowances, and iv) recognition of other financial policies (e g , funding of fleet maintenance reserves, depreciation equivalence funding, intrafund cost allocations, etc ) 6 4 - Development of Net Revenue Requirements Based on the above-mentioned subcomponents for this phase of the project, we will prepare a summary of the total net revenue requirements of each utility system and the accompanying revenues and revenue deficiencies for each fiscal year of the forecast period This analysis will be performed in order to work with the City staff to develop cost recovery strategies or rate phasing alternatives 6 5 —Bond Compliance Analysis A major component in the development of the rate planning process is to ascertain that all'financial requirements are met This compliance requirement deals primarily with satisfying the rate covenant requirements and the flow of fund requirements, as defined in any governing bond resolution or loan agreement,which authorizes the issuance of the outstanding utility system debt This is necessary to ensure that the proposed rates, fees and G\Pending Agreements\Clermont\ClertnontLetterAgteement docx B-4 charges will be adequate to meet any compliance requirements of the utility systems for the forecast period 6 6—Meeting to Review Revenue Requirements with City Staff This task will involve a meeting to review the study results with City staff Upon completion of Task 6, a status report will be prepared to summanze the results of the study efforts at this stage of the project Deliverables will mclude a financial forecast summarizing projected revenue requirements and the adequacy of existing rates, and a preliminary cost recovery plan for the water, wastewater and sanitation utility systems Task 7—Design of Utility Rates and Charges This phase of the project will include the development of the monthly rates and charges for each utility service based on the revenue requirements and customer forecast developed in previous activities This phase will include the classification and allocation of costs to the associated customer types and rate structure components This task will also include the presentation of the effects of proposed rates 'on the existing customers of the respective utility systems and comparisons of the proposed rates and charges with those of other neighbonng utilities The following is the discussion of the major tasks anticipated for this phase of the project 71 - Development of Equivalent Billing Units and Bill Frequency Analysis This task involves the determination of the equivalent billing units based on i)the number of customers served, ii) an analysis of usage and level of service factors, including a bill frequency analysis for the water and wastewater systems, in) the development of certain weighted customer allocation factors, and iv) other rate design parameters The purpose of this task is to develop the number of billing units necessary to achieve a"uniform"basis for the rate structure components and'to evaluate the effect of alternative pricing methods 7 2 — Allocation of Net Revenue Requirements This item involves the classification and allocation of the net revenue requirements for each respective utility system and/or customer class to the specific rate structure components (e g , base versus usage charge) in order to design cost-based rates The costs will be allocated based on the nature of the expenditure (e g , variable costs such as treatment chemicals and pumping are typically allocated on the volume of water use) or services provided For water and wastewater rates, costs will generally be allocated to rate structure components using the Amencan Water Works Association's base/extra capacity allocation method based on average and peak demand relationships 7 3 — Design of Utility Rates Based on the'allocated costs developed during this phase of the study, the customer forecast and the rate policies of the City, the project team will design proposed utility rates for the City's consideration The rates will be designed to recover the costs of the respective utility systems to meet the financial requirements of the utility, and promote the rate and fiscal policy goals of the City The design of the water rates will include the evaluation of conservation incentive rate structures that are based on inverted pricing tiers to reflect typical usage levels associated with essential indoor use, and discretionary and excessive irrigation watenng practices The rate design model will also account for potential pnce elasticity affects G\Pending Agreements\Clermont\ClennontLetterAgreement docx B-5 upon customer usage profiles associated with typical bill increases due to the implementation changes to conservation rate structures 7 4 - Rate Comparisons To assist in the evaluation of the proposed rate designs, PRMG will prepare compansons of the existing rates and proposed rates as well as rates charged by other neighbonng or similar utilities This will provide an indication to the City of the rate and charge levels and billing methods used by others in relation to the existing and proposed rate structures of the City At the completion of Task 7 a meeting will be held with the appropnate City staff to review the proposed utility rate designs Task 8—Prepare Rate Study Report and Presentation Bnefing Documents The results of the various rate study phases will be summarized in a rate study report for presentation to the City The report will document the study's assumptions and considerations, a summary of the methodologies relied upon in developing the proposed rate and fee structures, and findings and conclusions The study report will include i) an executive summary, ii) sections highlighting industry practices and methods used to prepare the study as well as the study assumptions and analytical results for capital fundmg needs, revenue requirements, cost of service and rate design, in) schedules setting forth the proposed rates and fees as well as rate comparisons between existing and proposed rates and rates, and iv) study findings and conclusions Task 9—Present Study Results A number of informal presentations will be made to the City staff throughout the course of the rate study The activities will include presentations to staff throughout the term of the rate study consistent with the project tasks outlined above In addition to four (4) meetings with City staff to review and confirm the results of the study, presentations will also be made to the public These presentations include presentation of study results to the City Council in a workshop session and public hearing for the adoption of the rates The project team will also assist the City g P P J attorney, as required, in reviewing the City's draft of the rate ordinance, or resolution which sets forth the proposed utility rates and fees List of Anticipated Deliverables The deliverables to be provided with respect to the preparation of the Water, Wastewater, Stormwater and Sanitation Utility Rate Study shall include the following items • Initial Data Request • Capital Funding Plan • Revenue Requirements Analysis • Proposed Utility Rates • Proposed Miscellaneous Charges • Draft Rate Study Report and Beefing Documents • Final Rate Study Report • Final Bnefing Document for Public Heanng Process G Wending Agreements\Clermont\ClennontLetterAgreement docx B-6 CITY STAFF ASSISTANCE As with any major study performed for a public utility, the City staff will be called upon to provide assistance to PRMG in order to complete the engagement on a timely basis The following is a list of the activities anticipated to be performed by the staff of the City 1 The gathenng of specific customer, operational and facility data and information to be used in the project, 2 Compiling certain data and assistance in allocation of costs, 3 Development of a customer and sales/bill frequency report delineating billed water and wastewater statistics based on customer billing data maintained in the utility billing system, 4 Assistance in the formulation of policy decisions for cost allocation and rate design An example would include rate phasing alternatives, capital improvements project priontization and proposed rate structure relationships, 5 Providing review and comments on the results of our analyses and draft reports, 6 Assistance in public relations program, scheduling of public meetings, and communication of the results of the project, and 7 Development of the draft rate ordmances/resolutions by the City attorney ADDITIONAL SERVICES During the course of the study, the City may request additional services from PRMG Such services will not be conducted until authorized by the City as mutually agreed between the City and PRMG The City will be billed for such additional services based on the hourly rate schedule of PRMG's employees as shown m this agreement or some other basis as mutually agreed between the City and PRMG Although no additional services are anticipated for this engagement, examples of additional services may include the following 1 Attendance of additional meetings above what is contemplated in the scope of services 2 Performance of other rate analyses m addition to those being reviewed pursuant to the scope of services for this engagement 3 Providing general consultmg services relating to meeting with third parties regarding the derivation of the fees, providing litigation support services in the event of a challenge of the fees, and other related issues not contemplated m the above scope of services 4 Delays in the project schedule that would affect the budget for the scope of services reflected herein G\Pending Agreements\Clermont\ClermontLenerAgreement docx B-7 PUBLIC RESOURCES MANAGEMENT GROUP,INC. ATTACHMENT C STANDARD TERMS AND CONDITIONS I SCOPE V INDEMNIFICATION Public Resources Management Group, Inc (PRMG) PRMG agrees to mdemnify, defend, and hold Client agrees to perform the professional consulting services harmless from and agamst any liability arising out of descnbed 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 bmdmg agreement on both parties (hereinafter after the Client agrees to indemnify, defend, and hold PRMG "Agreement") harmless from and against any liability ansmg 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 This indemnification provision shall apply as provided receiving the invoice Amounts paid after thirty (30) by applicable law Nothing herein shall be construed days may be subject to interest charges,not to exceed as or act as a waiver of any sovereign immunity that a monthly compound rate of one percent (1 0%) Client may enjoy applied to the delinquent unpaid balance Time-related charges will be made in accordance with VI INSURANCE the billing rate referenced m the-agreement Other PRMG shall maintain during the life of the agreement indirect expenses and subcontractor services, if any, the following minimum insurance will be billed in accordance with the standard unit cost rates as referenced in the agreement or if no reference 1 Commercial general liability insurance, including is provided,at the actual cost as incurred by PRMG hired and non-owned automobiles, with the following limits III RESPONSIBILITY Each Occurrence $1,000,000 PRMG is employed to render a professional service Damage to Rented Premises only, and any payments made by Client are (Each Occurrence) $300,000 compensation solely for such services rendered and Medical Expense(Any one person) Personal and Advertising Injury $1,000,000,000 recommendations made in carrying out the Work General Aggregate $2,000,000 PRMG shall perform analyses, provide opinions, Products—Completed/Operation make factual presentations, and provide professional General Aggregate $2,000,000 advice and recommendations PRMG does not expressly warrant or guarantee its services 2 Statutory worker's compensation and employers' liability insurance as required by state law IV RELIANCE UPON INFORMATION 3 Professional liability insurance at a limit of PROVIDED BY OTHERS liability of not less than$2,000,000 aggregate If PRMG's performance of services hereunder requires PRMG to rely on information provided by other parties (excepting PRMG's subcontractors), PRMG VII SUBCONTRACTS shall not independently verify the validity, Unless specifically specified in the Agreement, completeness or accuracy of such information unless PRMG shall be entitled,to the extent determined to be otherwise expressly engaged to do so in writing by appropnate by PRMG, to subcontract any portion of Client the Work to be performed under this Agreement G Wending Agreements\Clermont\ClermontLetterAgreement docx C-I PUBLIC RESOURCES MANAGEMENT GROUP,INC. ATTACHMENT C STANDARD TERMS AND CONDITIONS VIII ASSIGNMENT XIV WORK PRODUCT These terms and conditions and the agreement to PRMG and Client recognize that PRMG's Work which they are attached are binding on the heirs, product submitted in performance of this Agreement successors, and assigns of the parties hereto This is intended only for the Client's benefit and use agreement may not be assigned by Client or PRMG Change, alteration, or reuse on another project by without prior,written consent of the other Client shall be at Client's sole risk, and Client shall hold harmless and indemnify PRMG against all losses, damaes costs, and expenses, includingattorneys' gP � IX INTEGRATION fees,ansmg out of or related to any such unauthorized These terms and conditions and the agreement to change,alteration,or reuse which they are attached represent the entire understandingof Client and PRMG as to those matters XV SUSPENSION OF WORK contained herein No prior oral or written understanding shall be of any force or effect with Client may,suspend, in writing, all or a portion of the respect to those matters covered herein The Work under the agreement in the event unforeseen agreement may not be modified or altered except in circumstances beyond Client's control make normal writing signed by both parties progress of the Work impossible PRMG may request that the Work be suspended by notifying Client, in writing, of circumstances that are interfering with the X JURISDICTION normal progress of Work PRMG may suspend Work This agreement shall be administered and interpreted on the project in the event Client does not pay under the laws of the State of Florida Jurisdiction of invoices when due PRMG shall be compensated for litigation arising from the agreement shall be in that its reasonable expenses resulting from such state suspension including mobilization and de- mobilization The time for completion of the Work shall be extended by the number of days Work is XI SEVERABILITY suspended In the event that the period of suspension exceeds 90 days, the terms of the agreement are If any part of the Agreement is found unenforceable subject to renegotiation and both parties are granted under applicable laws, such part shall be inoperative, the option to terminate Work on the suspended portion null and voice insofar as it is m conflict with said of the project laws, but the remainder of the Agreement shall be in full force and effect XVI TERMINATION OF WORK XII FORCE MAJEURE Client may terminate all or a portion of the Work covered by the agreement for its convenience Either PRMG shall not be responsible for delays m party may terminate Work if the other party fails to performing the scope of services that may result from perform in accordance with the provisions of the causes beyond the reasonable control or contemplation agreement Termination of the agreement is of PRMG PRMG will take reasonable steps to accomplished by 15 days pnor written notice from the mitigate the impact of any force majeure party initiating termination to the other Notice of termination shall be delivered by certified mail with receipt for delivery returned to the sender XIII NO BENEFIT FOR THIRD PARTIES 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 or breach nor makes reasonable progress toward cure entity not a party to this Agreement No such person within 15 days after PRMG has given written notice of the alleged breach to Client, or b)upon five days' or entity shall be entitled to rely on PRMG's notice if Work under this Agreement has been performance of its services hereunder suspended by either Client or PRMG in the aggregate for more than ninety(90)days G\Pending Agreements\Clermont\ClerrnontLeuerAgreement docx C-2 PUBLIC RESOURCES MANAGEMENT GROUP,INC. ATTACHMENT C STANDARD TERMS AND CONDITIONS In the event of termination,PRMG shall perform such additional Work as is necessary for the orderly filing of documents and closing of the project The time spent on such additional Work shall not exceed five percent (5%) of the time expended on the terminated portion of the project prior to the effective date of termination PRMG shall be compensated by the client for Work actually performed prior to the effective date of termination plus the Work required for filing and closing as descnbed in this Article XVII LITIGATION In the event of a dispute arising out of the terms of this Agreement, the parties agree that prior to either party initiating.any law suit or action of any kind to enforce any of the terms or conditions in this Agreement, the parties shall submit the dispute to mediation to occur in Clermont,Florida,by a mediator acceptable to both parties The cost of the mediation shall be borne equally by both parties 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 signmg 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 Flonda'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 such laws, including those obligations to keep, mamtam, provide access to, and maintain any applicable exemptions to public records, and transfer all such public records to the Client at the conclusion of this Agreement, as provided for in Florida Statutes 119 0701 (2013) G Tending Agreements\Clermont\ClennontLetterAgreement docx C-3