Exhibit B - Method of Compensation.pdf

State of Florida Department of Transportation

Exhibit “B”

Method of Compensation

Central Florida Rail Corridor (CFRC) Track Improvements

– Multiple Locations

Financial Projects Number(s): 412994-4-52-33, 412994-8- 82-54, 412994-8-82-55, 412994-8-82-56, 412994-8-82-47

DOT-RFP-25-5002-TIML

EXHIBIT "B"

METHOD OF COMPENSATION

CONTRACT # ________

Central Florida Rail Corridor (CFRC) Track Improvements – Multiple Locations

DOT-RFP-25-5002-TIML

1.0 PURPOSE

There is a budgetary ceiling of $5,000,000.00 per year for the term of this contract. This Exhibit defines the limits and method of compensation to be made to the Vendor for services set forth in Exhibit "A" and the method by which payments shall be made.

This is a Term Contract for an Indefinite Quantity whereby the Vendor agrees to furnish services during a prescribed period of time. The specific period of time completes such a contract. Execution of this Agreement does not guarantee that any of the work will be authorized.

The Department will issue a “Notice to Proceed” for the commencement of the Work.

2.0 FUNDING

The Department, based on need and availability of budget, may increase or decrease the amount of funding available and may add additional funding as the Department determines is appropriate.

The total amount of this agreement is expected to be funded by multiple appropriations.

The State of Florida's performance and obligation to pay under this contract is contingent upon appropriation by the Legislature. Currently $15,000,000.00 has been approved for services required under this agreement under the project numbers in Table 1. Currently, $150,000.00 has been approved for services utilizing Emergency Work Orders and Miscellaneous Work Authorizations.

Therefore, it is agreed that the Vendor will not be obligated to perform services nor incur costs which would result in exceeding the funding currently approved, nor will the Department be obligated to reimburse the Vendor for costs or make fee payments in excess of currently established funding. The Department will provide written authorization if and when subsequent appropriations are approved and encumbered for this contract. The Department, based on need and availability of budget, may increase the contract amount by Contract Amendment or Letter of Authorization.

Table 1, Financial Numbers FM Number Description

412994-4-52-33 MP 789.8 Universal Crossover CP 789 412994-8-82-54 MP 811.3 and MP 813.8 Rail Renewal 412994-8-82-55 Grade Crossing Surface Rehabilitation 412994-8-82-56 MP 806.3 Maintenance of Way Storage Track 412994-8-82-47 Potential Additional Services

2.1 DEPLOYMENT OF RESOURCES

The Vendor shall be paid one-time Lump Sum amounts totaling $______________for the combined Deployment of Resources for the four projects. Payment of this amount will be made by project based on the percentage of the work completed during the billing period and accepted by the Department as per the required Schedule of Values (SOV) provided by the Vendor.

This amount includes all costs associated with the implementation of the required services for project set-up, such as bonding and insurance, permitting, administration controls (client invoicing system), project training, development of material delivery and project schedules, personnel and mobilization of construction equipment. Additionally, all specialized equipment and tools acquired by the Vendor through payment of the Deployment of Resources funding identified in this paragraph shall be considered FDOT property and maintained in a State of Good Repair, inventoried as requested by the Department, and turned over promptly to the Department upon expiration or termination of this Agreement.

2.2 COMPENSATION

For the satisfactory performance of the services detailed in Exhibit "A" Scope of Services the Vendor shall be paid the Amounts as shown in Table 2 in accordance with the Schedule of Values as approved by the Department.

Table 2, Bid Price Proposal and Summary of Compensation Item # Description QTY UNIT TOTAL

COST ***

1 MP 789.8 Universal Crossover CP 789 – Deployment of

Resources (not to Exceed 15% of the total of item 2) 1 Lump Sum

2 MP 789.8 Universal Crossover CP 789 - Construction 1 Lump Sum 3 Track Protection Services, Necessary for all MP 789.5

Universal Crossover CP 789 1 Limiting

Amount 4 MP 811.3 and MP 813.8 Rail Renewal - Deployment of

Resource (not to Exceed 15% of the total of item 5) 1 Lump Sum

5 MP 811.3 and MP 813.8 Rail Renewal - Construction 1 Lump Sum 6 Track Protection Services, Necessary for MP 811.3 and 1 Limiting

Table 2, Bid Price Proposal and Summary of Compensation Item # Description QTY UNIT TOTAL

COST ***

MP 813.8 Rail Renewal Amount

7 Grade Crossing Surface Rehabilitation - Deployment of Resources (not to Exceed 15% of the total of item 8)

1 Lump Sum

8 Grade Crossing Surface Rehabilitation - Construction 1 Lump Sum 9 Track Protection Services, Necessary for Grade

Crossing Surface Rehabilitation 1 Limiting

Amount 10 MP 806.3 Maintenance of Way Storage Track -

Deployment of Resources (not to Exceed 15% of the total of item 11)

1 Lump Sum

11 MP 806.3 Maintenance of Way Storage Track - Construction

1 Lump Sum

12 Track Protection Services, Necessary for all MP 806.3 Maintenance of Way Storage Track

1 Limiting Amount

Grand Total (Sum of Lines 1 to 12) 13 Emergency Work Orders and Miscellaneous Work

Authorizations (No Bid Item) 1 N/A $150,000.00

2.3 LUMP SUM AMOUNTS

Vendor will be paid the lump sum amount in full for proper completion of all the work identified to be included in the lump sum amounts, regardless of the time, effort, or expense of the Vendor in performing that work. The Vendor may be paid a portion of the lump sum amount as a progress payment based on the percentage of the total lump sum work that has been completed, accepted by the Department, and properly invoiced by the Vendor during any billing period as per the required Schedule of Values (SOV).

Payment of the lump sum amount will constitute full compensation for the work and no additional compensation will be paid for overhead, operating margin, expenses, travel, costs, or any other matter.

2.4 LIMITING AMOUNTS, TRACK PROTECTION

Vendor will be paid up to, but not exceeding, the limiting amount for proper completion of all the work identified to be included in the limiting amount. The actual amount paid to the Vendor will be based on the time spent by the classification of employee authorized to perform the work at the rates identified in Exhibit A, Scope of Services;

provided, however, that at such time as the limiting amount has been paid in full, Vendor will be required to complete the work included in the limiting amount for no further compensation. In no event will Vendor be paid more than the hours actually worked multiplied by the applicable hourly or daily rate. The rates are all inclusive and no additional compensation will be paid for overhead, operating margin, expenses, travel, costs, or any other matter. Current rates and requirements are located at https://corporate.sunrail.com/doing-business-with-sunrail/corridor-use.

In the event of unforeseen circumstances and at the Department’s sole discretion, additional funding for track protection services may be authorized. If additional funding for services is needed a Letter of Authorization will be issued.

2.5 ADDITIONAL SERVICES

At the Department’s option additional services or commodities necessary for the successful completion of the contract may be added through one or more supplemental agreements contingent upon legislative appropriation, budget and funding approval.

The amount for each agreement will be negotiated between the Vendor and Department. Once an amount is agreed to by both the Department and Vendor funding will be authorized and a Contract Amendment, Letter of Authorization, or Miscellaneous Work Authorization will be issued for the required services.

Additional Services may include, but is not limited to, the provision of labor, materials, equipment, and other services to provide improvements, modifications or additions to the Service Property as described in this Scope of Services. Extra Work may be known and planned for in advance as part of the Department's long and short-term improvement plan or may arise from an urgent need that cannot be delayed.

Additional Services will be requested by the Department at a negotiated dollar amount.

The terms and conditions of the Original Agreement apply to each Contract Amendment, Letter of Authorization, or Miscellaneous Work Authorization, which will also contain specific requirements pursuant to the requested Additional Services.

Any work performed by the Vendor prior to receipt of a Contract Amendment, Letter of Authorization, or Miscellaneous Work Authorization issued by the Department shall be considered as unauthorized work, and the Vendor shall not be entitled to compensation for said services.

The Department may at its sole discretion issue a Work Authorization for Additional Services that are contemplated in the Scope of Services by the character of this Agreement. The Department may request services under this section in accordance with Exhibit “A,” Scope of Services, “Work Authorizations for Additional Services.” WAs for Additional Services shall be negotiated between the parties as may be in the best interest of the State. A written justification may be required by the Vendor to the

Department for these services. If additional funding for services under a Work Authorization for Additional Services is needed a Letter of Authorization will be issued.

As authorized in advance by the Department the Vendor may employ the services of outside technical experts, or purchase, rent necessary equipment, or supplies all of which will be paid at the actual cost as invoiced by that company plus mark-up for administration and profit. Mark-up shall be in accordance with the Specifications.

At the Department’s sole discretion, the Department may authorize Emergency Services by Emergency Work Order as described in the contract. In the event that Emergency Services are required, the Vendor and the Department shall negotiate an acceptable estimated price for the work prior to issuing the Emergency Work Order. Nothing under this section shall preclude the Department from securing the services of another vendor to provide any Emergency Work. In those cases where emergency work is authorized, the Department may, as soon as practicable, issue a Contract Amendment or Miscellaneous Work Authorization for the ordered work.

Where the Department identifies federal contract provisions and funding for these Additional Services the Vendor shall perform reporting as stated in Section 4.0.

The Department reserves all rights to perform any and all of the work with its own forces or with other Firms and/or individuals retained by the Department. The Vendor shall fully cooperate with such other forces to the end that any delay or hindrance to their work will be avoided. The suspension of work or termination of a supplemental agreement shall be governed by the Original Agreement.

3.0 INVOICING AND PROGRESS PAYMENTS

The Vendor shall submit separate monthly invoices in a format acceptable to the Department. The invoices will be supported by such information as may be required by Department procedures to substantiate the charges being invoiced. The Vendor shall provide documentation and justification for invoice submissions demonstrating the work has been completed. The Vendor will maintain for this purpose a job cost accounting system that is acceptable to the Department.

Payment shall be made to the Vendor for a portion of the Lump Sum Amount equal to the percentage of work completed during the billing period as approved by the Department.

Invoices shall be submitted electronically to the Project Construction, Engineering, and Inspection (CEI) Consultant, with an electronic copy to the Florida Department of Transportation at invoices.sunrail@dot.state.fl.us and an electronic copy to the FDOT Project Manager and the Contracts Assistant.

4.0 DISADVANTAGED BUSINESS REPORTING

The Vendor will access the Department’s Equal Opportunity Compliance System located at https://www.fdot.gov/equalopportunity/default.shtml to report DBE usage.

Tracking DBE participation for federal contracts in accordance with Additional Services in Exhibit A of the Original Agreement will be required under the Department’s procedures.

5.0 LIQUIDATED DAMAGES

Reduction for Liquidated Damages, Train Delays and Administrative charges for Work Performed by Other Contractors

The Vendor will be assessed Liquidated Damages in the amounts shown and under the circumstances defined in the contract. Liquidated Damages will be assessed and deducted from the monthly Lump Sum invoice.

Monthly at the time of invoice the Project Manager shall verify that no Liquidated Damages, train delay, administrative charges, or amounts due for work performed by other contractors are due prior to approving any invoice. In the event that any of these items are due, the invoice shall be reduced by the amount due for the corresponding event. The Department reserves the right to reduce any payment by any amount due under the Liquidated Damages provisions within this contract.

Liquidated Damages amounts are as follows:

1) Liquidated Damages due to missed completion date as shown below:

Project Amount Daily Charge Per Calendar Day $299,999 and under $904 $300,000 but less than $2,000,000 $1,685 $2,000,000 but less than $5,000,000 $2,667

2) Train Delays

(a) First 30 Minutes and Under, $1,750.00

(b) Each additional 30 minutes or portion thereof, $1,750.00

3) Administrative fees for regulatory penalties per instance $650.00

6.0 PROJECT CLOSEOUT

If requested, the Vendor will permit the Department to perform, or have performed, an audit of the records of the Vendor and any or all sub-Contractors to support the compensation paid the Vendor. The audit will be performed as soon as practical after completion and acceptance of the contracted services. In the event funds paid to the Vendor under this agreement are subsequently properly disallowed by the Department because of accounting errors or changes not in conformity with this Agreement, the Vendor agrees that such disallowed amounts are due to the Department on demand.

Further, the Department will have the right to deduct from any payment due the Vendor under any other contract any amount due the Department.

7.0 TANGIBLE PERSONAL PROPERTY

This contract does not involve the purchase of Tangible Personal Property, as defined in Chapter 273, F.S.