Common use of Not to Exceed Compensation Clause in Contracts

Not to Exceed Compensation. The CITY is engaging multiple consultants, including CONSULTANT, that are eligible to respond with proposals to the CITY’s project-specific Task Orders under the process described in Exhibit A. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed One Dollar ($1), unless CITY selects CONSULTANT, according to the process in Exhibit A, to perform services under a Task Order not to exceed One Million Four Hundred Fifty Thousand Dollars ($1,450,000) over the term of the Agreement. No pre-qualified consultant, including the CONSULTANT under this Agreement, is guaranteed selection or assured of any minimum quantity of work to be performed. In the event CONSULTANT is not selected to provide Services under a Task Order, no payment is due from CITY. The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.) In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of One Hundred Fifty Thousand Dollars ($150,000) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed One Million Six Hundred Thousand Dollars ($1,600,000), as detailed in Exhibit C.

Not to Exceed Compensation. The CITY is engaging multiple consultants, including CONSULTANT, that are eligible to respond with proposals to the CITY’s project-specific Task Orders under the process described in Exhibit A. The compensation to be paid to CONSULTANT for performance of any of the Services shall be based on the compensation structure detailed described in Exhibit C, entitled “COMPENSATION,A” including any reimbursable expenses specified therein(“Basic Services”), and the maximum total compensation reimbursable expenses, shall not exceed One Dollar ($1), unless CITY selects CONSULTANT, according to the process in Exhibit A, to perform services under a Task Order not to exceed One Million Four Hundred Fifty Thousand Dollars ($1,450,0001,000,000) per fiscal year, and in an aggregate amount shall not exceed Five Million Dollars ($5,000,000), over the term five year Term, across a total of three consultant agreements (C20174597A, C20174597B, C20274597C), of which this is one. The three agreements will be administered by the AgreementCITY’s UTILITIES DEPARTMENT to ensure the total aggregate amount of compensation paid per fiscal year, and over the Term does not exceed the amounts set forth herein. No pre-qualified consultantConsultant acknowledges and agrees that the CITY is hiring three consultants, including the CONSULTANT under this AgreementCONSULTANT, is none of whom will be guaranteed selection or assured of any minimum specific quantity of work Services to be performed. If the Services are performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all three consultants, including CONSULTANT, will not exceed in aggregate, across all three consultant agreements, One Million Dollars ($1,000,000) per fiscal year, and will not exceed in aggregate Five Million Dollars ($5,000,000) over the five year Term across all three consultant agreements. CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event CONSULTANT is Additional Services are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses shall not selected to provide Services under a Task Order, no payment is due from CITYexceed One Million Dollars ($1,000,000). The hourly applicable rates and schedule of rates, if applicable, is payment are set out in at Exhibit “C-1”, entitled “SCHEDULE OF RATES.HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Section 4 herein shall be at no cost to the CITY. Optional Additional Services Provision (This provision applies only Services, if checked any, shall be authorized in a Task Order in accordance with and a not-to-exceed subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation amount for Additional Services is allocated below under this Section 4.) In addition performed without the prior written authorization of CITY. Additional Services shall mean any services that are determined by CITY to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of One Hundred Fifty Thousand Dollars ($150,000) be necessary for the performance of Additional Services (as defined below). The total compensation for performance proper completion of the ServicesProject, Additional but which are not included within the Scope of Basic Services and any reimbursable expenses specified described in Exhibit C, shall not exceed One Million Six Hundred Thousand Dollars ($1,600,000), as detailed in Exhibit C.“A”.

Not to Exceed Compensation. The CITY is engaging multiple consultants, including CONSULTANT, that are eligible to respond with proposals to the CITY’s project-specific Task Orders under the process described in Exhibit A. The compensation to be paid to CONSULTANT for performance of any of the Services shall be based on the compensation structure detailed described in Exhibit C, entitled “COMPENSATION,A” including any reimbursable expenses specified therein(“Basic Services”), and the maximum total compensation reimbursable expenses, shall not exceed One Dollar ($1), unless CITY selects CONSULTANT, according to the process in Exhibit A, to perform services under a Task Order not to exceed One Million Four Hundred Fifty Thousand Dollars ($1,450,0001,000,000) per fiscal year, and in an aggregate amount shall not exceed Five Million Dollars ($5,000,000), over the term five year Term, across a total of three consultant agreements (C20174597A, C20174597B, C20174597C), of which this is one. The three agreements will be administered by the AgreementCITY’s UTILITIES DEPARTMENT to ensure the total aggregate amount of compensation paid per fiscal year, and over the Term does not exceed the amounts set forth herein. No pre-qualified consultantConsultant acknowledges and agrees that the CITY is hiring three consultants, including the CONSULTANT under this AgreementCONSULTANT, is none of whom will be guaranteed selection or assured of any minimum specific quantity of work Services to be performed. If the Services are performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all three consultants, including CONSULTANT, will not exceed in aggregate, across all three consultant agreements, One Million Dollars ($1,000,000) per fiscal year, and will not exceed in aggregate Five Million Dollars ($5,000,000) over the five year Term across all three consultant agreements. CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event CONSULTANT is Additional Services are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses shall not selected to provide Services under a Task Order, no payment is due from CITYexceed One Million Dollars ($1,000,000). The hourly applicable rates and schedule of rates, if applicable, is payment are set out in at Exhibit “C-1”, entitled “SCHEDULE OF RATES.HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Section 4 herein shall be at no cost to the CITY. Optional Additional Services Provision (This provision applies only Services, if checked any, shall be authorized in a Task Order in accordance with and a not-to-exceed subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation amount for Additional Services is allocated below under this Section 4.) In addition performed without the prior written authorization of CITY. Additional Services shall mean any services that are determined by CITY to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of One Hundred Fifty Thousand Dollars ($150,000) be necessary for the performance of Additional Services (as defined below). The total compensation for performance proper completion of the ServicesProject, Additional but which are not included within the Scope of Basic Services and any reimbursable expenses specified described in Exhibit C, shall not exceed One Million Six Hundred Thousand Dollars ($1,600,000), as detailed in Exhibit C.“A”.