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HomeMy WebLinkAboutExhibit 3ATTACHMENT S - COMPENSATION ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 METHOD OF COMPENSATION The fees for Professional Services for each Work Order 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 Consultant. a) A Lump Sum (See Section B3.01). b) An Hourly Rate, as defined in Section B3.02 and at the rates set forth in Schedule B1, c) Cost Plus Fixed Fee (See Section B3.03 and at the rates set forth in Schedule B1. B1.01 COMPENSATION LIMITS The aggregate sum of all payments to the Consultant for fees and costs, including reimbursable expenses, payable by the City under this Agreement, shall be limited to the amount specified in Section 2.04-1 as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City incur any liability for Work performed, or as may otherwise be alleged or claimed by Consultant, beyond the cumulative amount provided herein, except where specifically approved by the City Manager or City Commission as applicable in accordance with the City Code as an increase to the Agreement and put into effect via an Amendment to this Agreement. For employees included as Core Program Staff, the monthly billing rate shall be based on 1,872 hours per annum per employee. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar amounts stated for compensation shall not be exceeded. In the event they are so exceeded, without the prior written approval of the Director or designee, the City shall have no liability or responsibility for paying any amount of such excess, which will be at Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the maximum direct wage rates plus any and all reimbursable expenses that have been approved by the Director or designee. Said wage rates are summarized in Schedule B1 and are incorporated herein by reference. Said wage rates are the effective direct hourly rates, as reported to the Internal Revenue Service and as approved by the City, of Consultant and Sub -Consultant employees in the specified professions and job categories 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, job categories and/or employees expected to be used during the term of this Agreement. These include without limitation, project managers, controls managers, accountants, project managers, transportation and transit planners, transportation and transit engineers, engineer technicians, environmental engineers, utility coordinators, estimators, schedulers, GIS specialists, clerical/administrative support, and others engaged in the Scope of Services. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of Consultant's employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, a multiplier of 2.9 for home and 2..4 for field or a certified audited overhead rate from the Consultant plus negotiated profit, whichever is less, shall apply to Consultant's average hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover Consultant employee fringe benefits and Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative and clerical support, other employee time or travel and subsistence not directly related to a Project. Failure to comply with this section shall be cause for cancellation of this Agreement. The Consultant and all Sub -Consultants shall provide to the City current certified audit statements reflecting their overhead at the request of the City. B2.04 CALCULATION Said Wage Rates are to be utilized by City and the Consultant in calculating compensation payable for both the Core Program and Supplemental Staff. B2.05 ESCALATION Wage rates depicted in the Consultant's proposal dated May 29, 2008 are hereby incorporated into and made part of this Agreement, will be allowed annual escalation, effective January 1 of each year that this agreement remains active, based on the cost of living adjustment of the Consumer Price Index published for South Florida or Miami - Dade County, whichever is less. The maximum increase in any annual adjustment shall be limited to three percent (3%) per year. The Consultant must request such adjustments in rates as they will not be automatically enacted by the City. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The -City agrees to pay the Consultant, and the Consultant 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: It is understood that with Lump Sum Fixed Fee Compensation, the Consultant shall perform all Services for total compensation in the amount stated above. Under a Limiting Amount compensation, the Consultant is to perform all Services that may comprise "Basic Services" but may not be required by City to perform all other Services delineated in the assignment. In either case, The City shall have no obligation or liability to pay any fee, expenditure, charge or cost beyond the Lump Sum or Limiting Amount compensation amount stipulated. B3.01 LUMP SUM: Compensation for a Scope of Work shall generally be a Lump Sum, either a Fixed Fee or Not to Exceed Fee as deemed appropriate by the City, to be mutually agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of compensation whether for Primary or Specialty Services. B3.01-1 Lump Sum Fixed Fee: shall be the total amount of compensation where all aspects of Work are clearly defined, quantified and calculated. payments to the Consultant shall be based on a percentage Work completed 83.01-2 Modifications to Lump Sum: If the City authorizes a substantial or material change in the Scope of Services or level of staffing, the Lump Sum compensation for that portion of the Services may be equitably and proportionately adjusted by mutual consent of the Director or designee and Consultant, which may be put into effect by an amendment to the Annual Work Program or Work Order, subject to such additional approvals as may be required by legislation or ordinance. B3.01-3 Lump Sum compensation shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier, and reimbursable expenses as as incorporated into this Agreement in Article B2.05 above. Prior to issuing a Work Order, the City may require Consultant, to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Schedule A3. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees shall be those rates for Consultant and Sub -Consultant employees as incorporated into this Agreement in Article B2.05 above. All hourly rate fees will include a maximum not to exceed figure, inclusive of all costs expressed in the contract documents including the multiplier. The City shall have no liability for any fee, cost or expense above this figure. This provision is not meant to limit the hourly rate at which the Consultant pays their employees, it only limits the hourly rate at which the City will reimburse and pay the Consultant. The principals of the Consultant and Sub -Consultants who are tasked to perform any Work under this Agreement shall be paid at the wage rates stipulated in Schedule B1 Wage Rates . Consultant shall maintain timesheets for all individuals compensated on an hourly basis. Said timesheets are to reflect the name .and title of the individual, work week, all Work performed during the work week, and the hours associated with each task performed. Timesheets must account for the total number of authorized work hours in the work week. 83.02-2 Conditions for Use: Hourly Rate Fees shall be used only in those instances where 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 a particular Project or portion thereof at the time of submission of the Annual Work Program or Work Order issuance. Hourly Rate Fees may be utilized for Specialty Services that is similarly indeterminate. In either cases, the City will establish an Allowance in the Annual Work Program that shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis. 83.02-3 Overtime No overtime payments will be approved for Core Program Staff or any others staff included in the monthly fee paid to the Consultant. For Supplemental Staff, whose services are paid based on hours Work is performed Consultant shall provide written justification for use of overtime in advance of occurring such overtime and, must obtain advance written approval of the Director or designee. Failure to obtain prior written approval shall result in the City denying any request for compensation for the incurred overtime. The Director or designee may authorize the use of overtime, subject to the following limitations that the overtime may only be used for Supplemental Staff, and such Supplemental Staff shall not be exempt employees as defined under the Federal Fair Labor Standards Act. Further, Page B-2 overtime compensation shall not exceed one and one half (1-1/2) times the employee's regular hourly rate, as provided in Schedule B1. The regular repeated use of overtime is discouraged and may be denied by Director or designee. B3.03 COST PLUS FIXED FEE Cost Plus Fixed Fee (CPFF) shall be based on the actual costs incurred by the Consultant plus a fixed fee negotiated as part of a Work Order Proposal. The CPFF labor rates shall be based on the Wage Rates stipulated in Schedule B1. All costs incurred shall be paid based on actual costs without any mark-up. The Director or designee in his/her sole discretion may reject costs or reduce costs incurred where he/she determines that the costs were not necessary to the performance of the Work or where it is determined that the costs were not incurred in the most cost effective and efficient manner. B3.04 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for Consultant handling; office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a Project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant 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. B3.05 FEES for SPECIALTY SERVICES The Consultant may be authorized to perform Specialty Services for which additional compensation and/or Reimbursable Expenses, as provided in this Agreement. B3.05-1 Determination Of Fee The compensation for such Services will be one of the methods described herein: mutually agreed upon_ Lump Sum; or Hourly Rate with a Not to Exceed. B3.05-2 Procedure and Compliance An independent and detailed Notice to Proceed, and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director or designee for each Specialty Service requested by the City. B3.05-3 Fee Limitations For all Specialty Services to be provided by Sub -Consultants, the Consultant shall not apply any mark-up or multiplier. For all reimbursable services the Consultant will be reimbursed based on actual costs. B3.06 PAYMENT EXCLUSIONS Consultant shall not be compensated by City for revisions and/or modifications to any Work product or Services when such Work is due to errors or omissions of Consultant as determined by City. B3.07 FEES RESULTING FROM PROJECT SUSPENSION If the Program or any portion thereof is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, the Consultant shall be paid for Services duly authorized and performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Program or suspended portion of the Program is resumed after having been suspended for more than three months, the Consultant's further compensation may be subject to renegotiations. ARTICLE B4 PAYMENTS TO CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to Services performed during the prior month. For the Lump Sum portion of this Agreement, payments shall be made monthly in an amount equal to 1/12th the annual Lump Sum total compensation. Hourly Rate payments shall be made on the basis of actual hours worked based on the Hourly Rate Fee, accompanied by a duty certified invoice, giving names, classification, salary rate per hour (not to exceed the values depicted in Schedule B-1), hours and associated tasks worked and total charge for all personnel directly engaged Services. Recurring Reimbursement Expenses established at an annual lump sum as established in a Work Order 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 120 days of the Consultant's expenditure thereof. Sub -Consultant's fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by Consultant. TheCity shall provide a sample copy of the invoice to be submitted to the Consultant. 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. 134.02 MONTHLY PROGRESS REPORT In addition to the invoice, the Consultant shall submit a Monthly Progress Report (Report) detailing the Services provided and activities undertaken by Consultant's staff, inclusive of all Supplemental Staff. The Report shall also provide details as to the status of all assignments, tasks, activities and deliverables and associated hours as may be applicable. The Report shall also provide an anticipated date of completion for each item included in the Report. City shall reject any invoice not accompanied by a Monthly Progress report. The format and content of the Monthly Progress Report shall be subject to the approval of the Director or designee. ARTICLE B5 REIMBURSABLE EXPENSES: B5.01 GENERAL Any fees for authorized reimbursable expenses shall not include charges for Consultant's handling, office rent or overhead expenses of any kind, including depreciation of equipment, professional dues, subscriptions, etc., or employee's time or travel and subsistence not directly related to the Program or a Project(s). Reimbursable expenses shall be billed to the City at direct cost expended by the Consultant. The City will reimburse the Consultant .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 annual lump sum amount shall be included in the Annual Work Program and no further supporting documentation will be required. Reimbursable Expenses shall be identified and quantified, to the extent possible, in each Annual Work Program and in each Work Order. B5.02 TYPES OF REIMBURSABLE EXPENSES Reimbursable Expenses are to be established either as a Recurring Reimbursement set as a Monthly Lump Sum amount primarily attributable to Core Program 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 Program Staff, Supplemental Staff or staff assigned to Specialty Services as noted below. Actual direct costs paid by Consultant for Variable Reimbursement Expenses shall be the basis of invoice to City, subject to the advance approval of the Director or designee as provided below. B5.03 AUTHORIZATION Both Recurring Reimbursements and estimates of Variable Reimbursements are to be identified in each Annual Work Program. Acceptance and approval of the Annual Work Program by the City, as provided herein, shall constitute advance approval of the expenses identified in the Annual Work Program, subject to the following exceptions. Variable Reimbursement Expenses for all travel and per diem, miscellaneous items and any other item or category not stated in the Annual Work Program shall be subject to specific written advance approval of the Director or designee using forms provided to the Consultant subsequent to award of the Agreement. Likewise, any Variable Reimbursement item for a rate (cost) or in an amount in excess of 20% of the rate or amount shown in the Annual Work Program shall require separate written advance approval of the Director or designee. 85.04 DEFINITIONS and 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 Consultant and the Consultant's employees, or Sub -Consultants, in the interest of the Work for the purposes identified below: B5.04-1 Transportation • Recurring Reimbursable: parking expenses and vehicle allowances for members of Core Program Staff inclusive of fuel, maintenance and leasing. Page 8-4 • Variable Reimbursable: parking and mileage for Consultant and Sub -Consultant staff to sites strictly relating to City Work, excluding travel to and from primary Work location, supported by mileage log documentation Identifiable transportation expenses in connection with the Program, subject to the limitations of Section 112.061, Florida Statutes, as amended, excluding, however, all, general automobile transportation expenses within Miami -Dade County. Transportation expenses to locations outside the Miami-Dade-Broward-Palm Beach County area or from locations outside the Miami-Dade-Broward-Palm Beach County area will not be reimbursed unless specifically pre -authorized in writing by the -Director ordesignee. Such pre -authorization will be subject to the limitations of Section 112.061, Florida Statutes, as amended.. B5.04-2 Travel And Per Diem All travel and per diem expenses are Variable Reimbursement Expenses. Identifiable per diem, meals and lodging, lodging, taxi fares and miscellaneous travel -connected expenses for Consultant's personnel subject to the limitations of Section 112.061 Florida Statutes as amended, shall be considered Variable Reimbursement. Authority to travel as required in FS 112.061 shall be accomplished using the form provided by the office of Transportation. Meals for class C travel inside Miami -Dade or Broward County will not be reimbursed. Meals and lodging expenses will not be reimbursed for temporarily relocating Consultant's employees from one of Consultant's offices to another office if the employee is relocated for more than thirty (30) consecutive Working days. Lodging will be reimbursed only for room rates equivalent to Holiday Inn, Holiday Inn Express, Comfort Inn and Suites, Howard Johnson, or Ramada Inn. Without justification deemed sufficient solely in the discretion of the Director or designee, lodging will not be reimbursed within Miami Dade, Broward or Palm Beach County, for staff who permanently resides in Miami Dade, Broward, or Palm Beach County. Consultant shall have the option, subject to the review and approval of the Director or designee, 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. .._...._.... B5.04-3 Communication and Delivery Expenses • Recurring Reimbursable: cellular (mobile) telephone expenses for members of Core Program Staff. Variable Reimbursable 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 Reimbursable expense. B5.04-4 Reproduction, Photography Cost of printing, reproduction or photography, which is required by or of Consultant to deliver Services, set forth in this Agreement is generally considered a Variable Reimbursable expense. B5.04-5 Permit Fees Any Permit fees paid to regulatory agencies for approvals directly attributable to the Scope of Services are deemed eligible Variable Reimbursable Expenses. These permit fees do not include those permits required to be paid by the construction Contractor. B5.04-6 Computer Expense • Recurring Reimbursable: Costs for lease of laptop computers and printers, and for lease or maintenance of telecommunication service used in the MRC office of Consultantare eligible Recurring Reimbursements. The cost for the purchase of such equipment is not a reimbursable expense as the Consultant shall maintain ownership of such equipment. • Variable Reimbursable Costs for computer software licenses and related computer software, hardware, services, and supplies, are deemed to be eligible reimbursable expenses. B5.04-7 Office Supplies and Equipment Recurring Reimbursable: Costs for fax machine and other equipment rentals and for consumable office supplies including copy paper that are used in the MRC office of Consultant. The cost for the purchase of such equipment is not a reimbursable expense as the Consultant shall maintain ownership of such equipment. Variable Reimbursable Costs for toner, ink cartridges and similar supplies for fax machines, printers and copiers that are used in the MRC office of Consultant. B5.04-8 Miscellaneous Reimbursable Expenses All other expenses requested in advance and approved in writing by the Director or designee are eligible for reimbursement as Variable Reimbursements. 85.05 REIMBURSEMENTS TO SUB -CONSULTANTS Reimbursable Sub -Consultants expenses are limited to the items described above when the Sub -Consultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director or designee and subjecttoall budgetary limitations of the City and requirements of ARTICLE B5 herein. ARTICLE B6 COMPENSATION FOR REUSE OF WORK PRODUCT B6.01 GENERAL Subject to the requirements of Article 7.03 of this Agreement, it is understood that all Sub -Consultant agreements for Work include the provision for the re -use of all Consultant's Work product, at the City's sole option. By virtue of signing this Agreement Consultant 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. ATTACHMENT B - COMPENSATION SCHEDULE B-4.2 EXPENSE VOUCHER TRANSPORTATION REIMBURSEMENTMANAGEMENT LE REIMB RS �� VARIABLE ADVANCE APPROVAL (For expense items other than travel) Consultant: Date: Submitted by: Date: Approved by: p.na R.7