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PUBLIC RESOURCES MANAGEMENT GROUP, INC. STANDARD TERMS AND CONDITIONS ATTACHMENT D 1. SCOPE Public Resources Management Group, Inc. (PRMG) agrees to perfonn the utility consulting services described in the agreement that incorporates these standard terms and conditions. Unless modified in writing by the parties hereto, the duties ofPRMG shall not be construed to exceed those services specifically set forth in the agreement. II. COMPENSA nON The Client, as defined in the agreement, agrees to pay for the services as billed in accordance with the provisions of the Florida Prompt Payment Act as referenced in Florida Statutes, Sections 2 I 8.73 and 218.74 or within forty-five (45) days of receiving the invoice, as applicable and if not paid within such timeframe should be considered delinquent by PRMG. Amounts paid after the date which is considered delinquent may be subject to interest charges, not to exceed a 30 average day compound rate of I % applied to the delinquent unpaid balance. Time-related charges will be made in accordance with the billing rate referenced in the agreement. Direct expenses and subcontractor services will be billed at cost. III. RESPONSIBILITY PRMG is employed to render a professional service only, and any payments made by Client are compensation solely for such services rendered and recommendations made in carrying out the work. PRMG shall make findings, provide opinions, make factual presentations, and provide professional advice and recommendations. IV. INDEMNIFICA nON PRMG agrees to indemnity, defend, and hold Client harmless from and against any liability arising out of the negligent errors or negligent omissions of PRMG, its agents, employees, or representatives, in the performance of duties set forth in Article I. V. INSURANCE PRMG shall maintain during the life of the agreement the following minimum insurance: G:\DCIPend'g AgmtslSunny Isles 8ch Ltr Agmt I. Comprehensive general liability insurance, including personal injury liability, blanket contractual liability, and broad form property damage liability. The combined single limit for bodily injury and property damage shall be not less than $1,000,000. 2. Automobile bodily injury and property damage liability insurance covering owned, non-owned, rented, and hired cars. The combined single limit for bodily injury and property damage shall be not less than $1,000,000. 3. Statutory worker's compensation and employers' liability insurance as required by state law. 4. Professional liability insurance. VI. ASSIGNMENT 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 agreement may not be assigned by Client or PRMG without prior, written consent of the other. VII. INTEGRA TION These terms and conditions and the agreement to which they are attached represent the entire understanding of Client and PRMG as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. The agreement may not be modified or altered except in writing signed by both parties. VIII. JURISDICTION This agreement shall be administered and interpreted under the laws of the State of Florida, Jurisdiction of litigation arising from the agreement shall be in that state. If any part of the agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said laws, but the remainder of the agreement shall be in full force and effect. D-1 .~ '. '~ I',