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HomeMy WebLinkAboutExhibit 5ATTACHMENT A — SCOPE OF SERVICES ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE 131 MANNER of COMPENSATION The fees for Services for shall be determined by one of the following methods or a combination thereof, at the option of the Director or designee, with the consent of the Program Manager. a) ALumpSum (a)j Core staff and recurring expenses shall be paid on,'a lump:;sum bans for`.each.phase of re Payments wilt be rnade on a montf ly basis prprated aver the time to be established for,. ach,;phase, upon,the tCityt t.apeproval.Qf tl ,s oo,rrespon„dipg comp;Qneftt of.the Mastei.Pr:ojeot Sch dule.j b) An Hoy Rae, ahrates set forth in Schedule B1 (1) Supplemental staff shall be reimbursed on an hourly basis B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Program Manager payable by the City under this Agreement shall be limited to the amount specified in Section 2,03-1 and as shown in Schedule B5 as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by Program Manager, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. I*e eMprOyeesincl uded. as?;Core,Staff, at;no time sho,yld,the,.pilllp`g exceed the,aMPUht'S,pec�%ed`n thls.Agr emo:ot B1.02 PROGRAM MANAGER NOT TO EXCEED The maximum dollar amounts stated for compensation shall not be exceeded without an amendment to this Agreement, approved in accordance with the City Code by the City Manager or the City Commission, as applicable. In the event compensation is exceeded without the aforementioned approval, the City shall have no liability or responsibility for paying any amount of such excess, which will be at Program Manager's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be based on the maximum wage rates shown in Schedule B1, as adjusted for overhead, and operating margin, where applcable, plus any and all reimbursable expenses that have been received and approved by the Director in the manner prescribed herein. The maximum Wage Rates are summarized in Schedule B1 incorporated by reference. Said Wage Rates are the maximum effective direct hourly rates, as approved by the City, for Program Manager and Sub- Program Manager employees in the specified professions and job classifications that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule B1 identifies the professions and/or job classifications expected to be used during the term of this Agreement. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of Program Manager employees at particular Wage Rate levels. B2.03 CALCULATION Said Wage Rates are to be utilized by Program Manager in calculating compensation payable for Supplemental Staff and for Additional Services as may be requested by City. Program Manager shall identify job classifications, available staff and projected man-hours required for the proper completion of the Services under this Agreement. Whatever adjustment factors have been approved by City in this Agreement are depicted in Schedule B2 and shall be applied to the raw Wage Rates to determine the Adjusted Wage Rates. B2.04 EMPLOYEE BENEFITS & OVERHEAD Regardless of the method of compensation, all compensation paid by the City shall cover all Program Manager's labor costs. B2.05 ESCALATION B2.05-1 Wage Rates Values depicted in Schedule B-1 will be allowed annual escalation effective with the annual anniversary of the contract execution date. The maximum increase in any annual adjustment shall be limited to three percent (3%) per year. B2.05-2 Adjustment Factors Where an Independent Auditor's Report is used to calculate overhead and other adjustment factors as depicted in Schedule B2, the Lump Sum and Hourly Rate Fees estimated per year will be adjusted annually utilizing the Contract No. A-5 Program Manager Initials ATTACHMENT A — SCOPE OF SERVICES most recent updated adjustment factors for successive years, effective on the anniversary of the execution of the contract. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Program Manager, and the Program Manager agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for Services shall generally be a Lump Sum, a Fixed Fee mutually agreed to or to be mutually agreed upon in writing by the City and the Program Manager and stated in a Work Order for Additional Services. Lump Sum compensation is the preferred method of compensation. For any task or activity to be assigned to Program Manager, whether PRIMARY or SPECIALTY SERVICES, the preferred method of compensation is Lump Sum, B3.01-1 Lump Sum Fixed Fee: shall be the total amount of compensation where aspects of Work are clearly defined, quantified and calculated. B3.01-2 Payment Basis: Payments shall be made on a monthly basis_to the Program Manager and shall be made based upon the total compensation for the cost of the Core Staff and/or Supplemental Staff for a particular Phase of the Services prorated on the number of months for such Phase. B3.01-3 Modifications to Lump Sum: If the City authorizes a substantial or material change in the Services, the Lump Sum Compensation for that portion of the Services may be equitably and proportionately adjusted by mutual consent of the Director and Program Manager, which may be put into effect by a change order, subject to such additional approvals as may be required by legislation or ordinance. B3.01-4 Lump Sum compensation shall be calculated by Program Manager utilizing the Wage Rates established herein including overhead, operating margin, and reimbursable expenses as attached in Schedule B-2. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees shall be those rates for Program Manager and Sub- Program Manager employee classifications generally identified in Schedule B1 Wage Rates. Total fees calculated using an Hourly Rate will include a maximum not to exceed figure, inclusive of all costs expressed in the Agreement, including but not limited to overhead, operating margin, and reimbursable expenses. The City shall have no liability for any fee, cost or expense above this figure. B3.02-2 Conditions for Use Hourly Rate Fees shall be used only in those instances where it the parties agree that it is not possible to determine, define, quantify and/or calculate the complete nature, and/or aspects, tasks, man-hours, or milestones for the work to be performed. Hourly Rate Fees may be utilized for Supplemental Staff and Additional Services, In either case, the City will a Not to Exceed Fee for the work to be performed on an Hourly Rate Basis. B3.02-3 Overtime Program Manager shall identify justification for use of overtime and, upon advance approval of Director, may authorize the use of overtime, subject to the following limitations: overtime may only be used for Supplemental Staff utilized on an hourly basis, and such Supplemental Staff shall not be exmpt employees as defined under the Federal Fair Labor Standards Act. Further, overtime compensation shall not exceed one and one half (1-1/2) times the employee's regular hourly rate, as provided in Schedule B1. 83.03 SUB -PROGRAM MANAGER FEES Program Manager is responsible to directly pay all Sub -Program Managers performing Services The Program Manager is not entitled to a mark-up of any kind on compensation paid to Sub -Program Managers on behalf of City. All payments to Sub -Program Manager shall be made in accordance with Florida Statutes's Local Government Prompt Payment Act. ARTICLE B4 FEES RESULTING FROM PROJECT SUSPENSION If the Project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, the Program Manager shall be paid for services duly authorized and performed prior to such suspension or termination, together with the cost of authorized reimbursable expenses then due, and ail appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Program is resumed after having been suspended for more than three months, the Program Manager's further compensation may be subject to renegotiations. Contract No. A-6 Program Manager Initials ATTACHMENT A SCOPE OF SERVICES ARTICLE B5 ADDITIONAL SERVICES Services categorized as "Additional Services" may be specified and authorized by City and are considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in the Work Order. Hourly Rates shall be based on those stated in this Agreement. ARTICLE B6 PAYMENTS B6.01 PAYMENTS GENERALLY Payments may be requested monthly for services performed during the prior month. For the Lump Sum portion of this Agreement, payments shall be made monthly on an equally prorated monthly basis for the applicable portion of the Services. Hourly Rate payments shall be made on the basis of actual hours worked for the Hourly Rate Fee, accompanied by a duly certified invoice, giving names, classification, salary rate per hour (not to exceed the values depicted in Schedule B-1), hours worked and total charge for all personnel. Recurring Reimbursement Expenses established at an annual lump sum as shown in Schedule B3 may be invoiced monthly, and paid as noted above for the Lump Sum portion of the Agreement. Other, pre -approved Variable Reimbursement Expenses are to be invoiced within 60 days of the Program Manager's expenditure thereof. Sub -Program Manager fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by Program Manager. FAILURE TO SUBMIT INVOICE(S) WITHIN 60 DAYS FOLLOWING THE PROVISION OF SERVICES CONTAINED IN SUCH INVOICE MAY BE CAUSE FOR A FINDING OF DEFAULT. 86.02 MONTHLY PROGRESS REPORT In addition to the invoice, the Program Manager shall submit a Monthly Progress Report giving a summary of the Services provided and activities undertaken by Program Managerstaff, with particular detail regarding the work of Supllemental Staff. The Monthly Progress Report shall also provide summary as to the status of all assignments, tasks, activities and deliverables as may be applicable. City shall have the right to reject any invoice not accompanied by a Monthly Progress report. ARTICLE B7 REIMBURSABLE EXPENSES B7.01 GENERAL Any fees for authorized reimbursable expenses shall not include charges for Program Manager handling, office rent or overhead expenses of any kind, including depreciation of equipment, professional dues, subscriptions, etc., or employees time or travel and subsistence not directly related to the Project. Reimbursable expenses shall be billed to the City at direct cost expended by the Program Manager. The City will reimburse the Program Manager for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices and/or copies of cancelled checks. Documentation shall be submitted with invoices for Variable Reimbursement Expenses. For Recurring Reimbursement expenses, the supporting documentation for the lump sum payments shall be available to the City for audit upon request of the City. B7.02 TYPES OF REIMBURSABLE EXPENSES As depicted in Schedule B3, Reimbursable Expenses are to be established either as a Recurring Reimbursement set as a Monthly Lump Sum amount primarily attributable to Core Staff or as Variable Reimbursement given as a limiting amount, or allowance, subject to the advance approval of the Director or designee for direct expenses attributable to either Core Staff, Supplemental Staff. Reimbursable Expenses are shown in Schedule B3. Actual direct costs paid by Program Manager for Variable Reimbursement Expenses shall be the basis of invoice to City, subject to the advance approval of the Director as provided below. B7.03 AUTHORIZATION Both Recurring Reimbursements and estimates of Variable Reimbursements are as shown in Schedule 83, subject to the following exceptions. Variable Reimbursement Expenses for all travel and per diem, miscellanoeus items and any other item or category not stated shall be subject to specific written advance approval of the Director or designee using forms provided in Schedule B4 B7.04 DEFINITIONS &CATEGORIES Reimbursable Expenses are those items authorized by the City outside of or in addition to professional fees as identified in the ANNUAL WORK PROGRAM or WORK ORDER and consist of actual expenditures made by the Contract No. A-7 Program Manager Initials ATTACHMENT A — SCOPE OF SERVICES Program Manager and the Program ManagerS' employees, or Sub -Program Managers, in the interest of the Services for the purposes identified below: B7.04.-1 Transportation • Recurring Reimburseable: parking expenses and vehicle allowances for members of Core Staff inclusive of fuel, maintenance and leasing. • Variable Reimburseable: parking and mileage for Program Manager and Sub -Program Manager staff to sites strictly relating to City Work, excluding travel to and from primary work location, supported by mileage log documentation. I Identifiable transportation expenses in connection with the Program, subject to the provisions of this Agreement and to the limitations of Section 112.061, Florida Statutes, as amended, excluding, however, all, general automobile transportation expenses within Miami -Dade County. However, transportation expenses within Miami Dade County related to the performance of Services shall be reimbursed utilizing the mileage rate in Section 112.061 of the 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 Director or designee. Such pre -authorization will be subject to the mileage rate limitations of Section 112.061, Florida Statutes, as amended. B7.04-2 Travel And Per Diem All travel and per diem expenses are Variable Reimbursement Expenses. Identifiable per diem, meals, lodging, • taxi fares, car rental and miscellaneous travel -connected expenses for Program Manager's personnel subject to the limitations of Section 112.061 Florida Statutes as amended, shall be considered Variable Reimbusement. Authority to travel as required in FS 112.061 shall be accomplished using the form provided as Schedule B4-1. Meals for class C travel inside Dade or Broward County will not be reimbursed. Meals and lodging expenses will not be reimbursed for temporarily relocating Program Manager's employees from one of Program Manager's offices to another office if the employee is or has been relocated for more than thirty (30) consecutive calendar days. Lodging will be reimbursed only for room rates equivalent to Holiday Inn, Howard Johnson, or Ramada Inn. Without justification deemed sufficient solely in the discretion of the Director, lodging will not be reimbursed within Miami Dade, Broward or Palm Beach County, for staff who permanently reside in Miami Dade, Broward, or Palm Beach County. Program Manager shall have the option, subject to the review and approval of the Director, to utilize weekly or monthly rates for lodging of relocated staff upon submission of documentation that demonstrates the cost effectiveness of such rates over daily room rates described above. B7.04-3 Communication and Delivery Expenses • Recurring Reimburseable: cellular (mobile) telephone expenses for members of Core Staff. • Variable Reimburseable other than that stated above, identifiable communication expenses, specifically those for long distance and cellular telephone, are to be considered overhead and not subject to reimbursement. Courier and express mail service is generally considered a Variable Reimburseable expense. B7.04-4 Reproduction, Photography Cost of printing, reproduction or photography, which is required by or of Program Manager to deliver services set forth in this Agreement are eligible Variable Reimbursement Expenses. B7.04-5 Permit Fees All Permit fees paid by Program Manager to regulatory agencies for approvals directly attributable to the Project are deemed eligible Variable Reimburseable Expenses, and exclude permit fees required to be paid by the construction contractor. B7.04-6 Computer Expense • Recurring Reimburseable: Costs for lease of laptop computers and printers, for Program Manager, as designated in Schedule B3, are eligible Recurring Reimbursements. B7.04-7 Office Supplies And Equipment • Recurring Reimburseable: Costs for fax machine and other equipment rentals and for consummable office supplies including copy paper designated in Schedule 83 • Variable Reimburseable Costs for toner, ink cartridges and sirnlar supplies for fax machines, printers and copiers designated in Schedule B3 B7.04-8 Miscellaneous Reimbursable Expenses All other expenses as included in Schedule 83 or those otherwise requested in advance and approved in writing by the DIRECTOR or designee are eligible for reimbursement as VARIABLE REIMBURSEMENTS. B7.05. REIMBURSEMENTS TO SUB -PROGRAM MANAGERS Contract No. A-8 Program Manager Initials ATTACHMENT A - SCOPE OF SERVICES Reimbursable SUB -Program Manager expenses are limited to the items described above when the SUB -Program Manager agreement provides for reimbursable expenses and which shall be subject to all budgetary limitations of the City and requirements herein. ARTICLE B9 COMPENSATION FOR REUSE It is understood that this Agreement includes the provision for the re -use of documents, plans and specifications, reports,and models, at the City's sole discretion. By virtue of signing this Agreement Program Manager agrees to a re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. Contract No. A-9 Program Manager Initials