Amendment NO.1 Agreement w/ PM AM CORPORATION DocuSign Envelope ID:El12D76A-E899-4CAC-BC6A-144871A0BFC6
ZOl co— 2,9973-
AMENDMENT NO. 1 TO THE AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
PM AM CORPORATION
This Amendment No. 1 (Amendment) to the Agreement, dated October 26, 2016, is
entered into this 23 day of October , 2020 (Effective Date), by and between
the City of Miami Beach, Florida, a municipal corporation organized and existing under the
laws of the State of Florida, having its principal place of business at 1700 Convention
Center Drive, Miami Beach, Florida 33139 (City), and PMAM Corporation, a Texas
company, authorized to do business in the State of Florida under the name PMAM-ATB
Corporation, having its principal place of business at 5430 LBJ Freeway, Suite 3780,
Dallas Texas 75240 (PM AM), and hereby amends the Agreement as follows:
RECITALS
WHEREAS, on July 13, 2016, the Mayor and City Commission adopted Resolution
Number 2016-29475, approving the award of Request for Proposals ("RFP") No. 2016-
034-AK for Fire and Police false alarm billing system to PM AM Corporation; and
WHEREAS, on October 26, 2016,the City and PM AM executed the Agreement with
respect to the RFP (the Agreement), which services included a Fire and Police False-
Alarm Billing System, as set forth in Exhibit"A" of the Agreement; and
WHEREAS, Exhibit"A" of the Agreement states that PM AM shall work with New
World Systems Corporation, the vendor for the City's Police Computer Aided Dispatch
(CAD) and Fire Records Management System (RMS) to interface between Proposer's
software and the CAD/RMS system at PM AM sole cost; and
WHEREAS, Tyler Technologies Inc. (Tyler), the developer of the New World
CAD/RMS system, has successfully completed the interface between PM AM's software
and the CAD/RMS systems; and
WHEREAS, Tyler has invoiced the City$16,000 for the CAD (Police) interface, and
$16,000 for the RMS (Fire) interface; and
WHEREAS,the PM AM has notified the City that it did not understand the full extent
of the number of interfaces required and the City had not provided prior information on the
costs for the interfaces; and
WHEREAS, after negotiations with the PM AM, staff has determined that it is fair
and equitable that the PM AM pay a 50% portion of the interface charges ($16,000) and
the City pay the other 50% portion of the charges($16,000); and
NOW THEREFORE, in consideration of the mutual promises and conditions
contained herein, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the City and PM AM hereby agree to amend the Agreement as
follows:
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1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated as part of this
Amendment.
2. MODIFICATIONS.
The Agreement is hereby modified (deleted items struckgh and inserted
items underlined)as follows:
(a) Exhibit A, Section C3.2, Bullet No. 21 of the Agreement is hereby modified to
read as follows:
PM AM shall work with Tyler Technologies Inc.,
the vendor for the City's Police Computer Aided Dispatch(CAD)and Fire Records
Management System RMS) to interface between Proposer' s software and the
CAD/ RMS system_ . Further, PM AM shall pay a 50% portion
of the interface charges($16,000) and the City shall pay the other 50% portion of
the charges($16,000). PM AM's portion shall be remitted to the City within 10 days
of the effective date of this Amendment No. 1. Notwithstanding the preceding, in
the event either(i) Tyler requests any additional fee, expense reimbursement, or
other amount in connection with the CAD/RMS system, whether for Police and/or
Fire, or(ii)the City shall move to another CAD Vendor other than Tyler, such fee,
expense reimbursement or other amount arising in either such case shall be borne
solely by the City.
(b) Section 10.1 of the Agreement is hereby modified to read as follows:
A. Upon reasonable verbal or written notice to PM AM, and at any time during
normal business hours (i.e. 9AM — 5PM, Monday through Fridays, excluding
nationally recognized holidays), and as often as the City Manager may, in
his/her reasonable discretion and judgment, deem necessary, there shall be
made available to the City Manager, and/or such representatives as the City
Manager may deem to act on the City's behalf, to audit, examine, and/ or
inspect, any and all other documents and/or records relating to all matters
covered by this Agreement. PM AM shall maintain any and all such records at
its place of business at the address set forth in the "Notices" section of this
Agreement.
B. INSPECTOR GENERAL AUDIT RIGHTS
(1) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the
City has established the Office of the Inspector General which may, on
a random basis,perform reviews,audits, inspections and investigations
on all City contracts, throughout the duration of said contracts. This
random audit is separate and distinct from m any other audit performed
by or on behalf of the City.
(2) The Office of the Inspector General is authorized to investigate City
affairs and empowered to review past, present and proposed City
programs, accounts, records, contracts and transactions. In addition,
the Inspector General has the power to subpoena witnesses,
administer oaths, require the production of witnesses and monitor City
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projects and programs. Monitoring of an existing City project or
program may include a report concerning whether the project is on time,
within budget and in conformance with the contract documents and
applicable law. The Inspector General shall have the power to audit,
investigate, monitor, oversee, inspect and review operations, activities,
performance and procurement process including but not limited to
project design, bid specifications, (bid/proposal)submittals, activities of
PM AM, its officers, agents and employees, lobbyists, City staff and
elected officials to ensure compliancewith the contract documents and
to detect fraud and corruption. Pursuant to Section 2-378 of the City
Code, the City is allocating a percentage of its overall annual contract
expenditures to fund the activities and operations of the Office of
Inspector General.
(3) Upon ten (10) days written notice to PM AM, PM AM shall make all
requested records and documents available to the Inspector General
for inspection and copying. The Inspector General is empowered to
retain the services of independent private sector auditors to audit,
investigate, monitor, oversee, inspect and review operations activities,
performance and procurement process including but not limited to
project design, bid specifications, (bid/proposal)submittals, activities of
PM AM its officers, agents and employees, lobbyists, City staff and
elected officials to ensure compliance with the contract documents and
to detect fraud and corruption.
(4) The Inspector General shall have the right to inspect and copy all
documents and records in PM AM's possession, custody or control
which in the Inspector General's sole judgment, pertain to performance
of the contract, including, but not limited to original estimate files,
change order estimate files, worksheets, proposals and agreements
from and with successful subcontractors and suppliers, all project-
related correspondence, memoranda, instructions, financial
documents, construction documents, (bid/proposal) and contract
documents, back-change documents,all documents and records which
involve cash, trade or volume discounts, insurance proceeds, rebates,
or dividends received, payroll and personnel records and supporting
documentation for the aforesaid documents and records.
(5) PM AM shall make available at its office at all reasonable times the
records, materials, and other evidence regarding the acquisition (bid
preparation) and performance of this Agreement, for examination,
audit, or reproduction, until three (3) years after final payment under
this Agreement or for any longer period required by statute or by other
clauses of this Agreement. In addition:
i. If this Agreement is completely or partially terminated, PM AM
shall make available records relating to the work terminated
until three (3) years after any resulting final termination
settlement; and
ii. PM AM shall make available records relating to appeals or to
litigation or the settlement of claims arising under or relating to
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this Agreement until such appeals, litigation,or claims are finally
resolved.
(6) The provisions in this section shall apply to PM AM, its officers, agents,
employees, subcontractors and suppliers. PM AM shall incorporate the
provisions in this section in all subcontracts and all other agreements
executed by PM AM in connection with the performance of this
Agreement.
(7) Nothing in this section shall impair any independent right to the City to
conduct audits or investigative activities. The provisions of this section
are neither intended nor shall they be construed to impose any liability
on the City by PM AM or third parties.
(c) Section 10.7 of the Agreement is hereby modified to read as follows:
10.7 FORCE MAJEURE
l'j A "Force Majeure" event is an event that (i) in fact causes a delay in the
performance of PM AM or the City's obligations under the Agreement, and
(ii) is beyond the reasonable control of such party unable to perform the
obligation, and (iii) is not due to an intentional act, error, omission, or
negligence of such party,and(iv)could not have reasonably been foreseen
and prepared for by such party at any time prior to the occurrence of the
event. Subject to the foregoing criteria, Force Maieure may include events
such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism,
sabotage, explosions, embargo restrictions, quarantine restrictions,
transportation accidents, strikes, strong hurricanes or tornadoes,
earthquakes, or other acts of God which prevent performance. Force
Majeure shall not include technological impossibility, inclement weather, or
failure to secure any of the required permits pursuant to the Agreement.
( If the City or PM AM's performance of its contractual obligations is
prevented or delayed by an event believed by to be Force Majeure, such
party shall immediately upon learning of the occurrence of the event or of
the commencement of any such delay, but in no case within fifteen (15)
business days thereof, provide notice.of (i) of the occurrence of event of
Force Majeure, (ii)of the nature of the event and the cause thereof, (iii) of
the anticipated impact on the Agreement, (iv) of the anticipated period of
the delay, and (v)of what course of action such party plans to take in order
to mitigate the detrimental effects of the event. The timely delivery of the
notice of the occurrence of a Force Majeure event is a condition precedent
to allowance of any relief pursuant to this section: however, receipt of such
notice shall not constitute acceptance that the event claimed to be a Force
Majeure event is in fact Force Maieure, and the burden of proof of the
occurrence of a Force Majeure event shall be on the requesting party.
(C) No party hereto shall be liable for its failure to carry out its obligations under
the Agreement during a period when such party is rendered unable, in
whole or in part, by Force Majeure to carry out such obligations. The
suspension of any of the obligations under this Agreement due to a Force
Majeure event shall be of no greater scope and no longer duration than is
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required. The party shall use its reasonable best efforts to continue to
perform its obligations hereunder to the extent such obligations are not
affected or are only partially affected by the Force Majeure event, and to
correct or cure the event or condition excusing performance and otherwise
to remedy its inability to perform to the extent its inability to perform is the
direct result of the Force Majeure event with all reasonable dispatch.
al Obligations pursuant to the Agreement that arose before the occurrence of
a Force Majeure event causing the suspension of performance shall not be
excused as a result of such occurrence unless such occurrence makes
such performance not reasonably possible. The obligation to pay money
in a timely manner for obligations and liabilities which matured prior to the
occurrence of a Force Majeure event shall not be subject to the Force
Majeure provisions.
LEj Notwithstanding any other provision to the contrary herein, in the event of
a Force Majeure occurrence,the City may, at the sole discretion of the City
Manager, suspend the. City's payment obligations under the Agreement,
and may take such action without regard to the notice requirements herein.
Additionally, in the event that an event of Force Majeure delays a party's
performance under the Agreement for a time period greater than thirty(30)
days, the City may, at the sole discretion of the City Manager, terminate
the Agreement on a given date, by giving written notice to PM AM of such
termination. If the Agreement is terminated pursuant to this Section, PM
AM shall be paid for any Services satisfactorily performed up to the date of
termination; following which the City shall be discharged from any and all
liabilities, duties, and terms arising out of, or by virtue of, this Agreement.
In no event will any condition of Force Majeure extend this Agreement
beyond its stated term.
3. RATIFICATION.
Except as amended herein, all other terms and conditions of the Agreement shall
remain unchanged and in full force and effect. In the event there is a conflict between
the provisions of this Amendment and the Agreement, the provisions of this Amendment
shall govern.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
DocuSigned by: DocuSigned by:
By: te,Wcul aronade M
a ae't.dranado, City Clerk Maricu5ie axis, Assistant City
Manager
10/23/2020 i 12:39 EDT
Date =��........... ..c,
`S.: v,�'' •.•may.',,
',11CORPilORATEDJ
FOR PM AM: PMAM CORPORATION
ATTEST:
By:
Secretary President Chief Executive Officer
Mahima Kumar Pankaj Kumar
Print Name Print Name
10/21/2020 Chief Executive Officer
Date
Mahima Kumar Pankaj Kumar
10/21/2020
APPROVED AS TO
FORM & LANGUAGE
&�R UT• �N
City Attorney /,7 • Date
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MIAMIBEACH
Procurement Department, 1755 Meridian Avenue, 3rd Floor, Miami Beach, Florida 33139, www.miamibeachfl.gov, 305-673-7490
Submitted via E-mail to:
October 21, 2020 davem@pmam.com
James David Moss
PM AM Corporation
5430 LBJ Fwy, Suite 370
Dallas, Texas 75240
Subject: AGREEMENT PURSUANT TO REQUEST FOR PROPOSALS (RFP) NO. 2016-
034-AK FOR FIRE AND POLICE FALSE ALARM BILLING SYSTEM.
Dear Sir/Madam:
The current Agreement between the City of Miami Beach (the "City") and PM AM Corporation
("Contractor"), pursuant to RFP 2016-034-AK for fire and police false alarm billing system (the
"Agreement"),expires on October 25,2020.This letter serves as notification that the City Manager
has approved a one (1)year renewal of the Agreement through October 25, 2021.
Therefore, the City seeks concurrence from the Contractor to renew the Agreement at the same
terms, conditions, and pricing as set forth pursuant to the above-referenced RFP.
Please indicate your acceptance of the aforementioned renewal by executing below as indicated.
Should you have any questions or need additional information please contact Febe Perez at 305-
673-7490 or febeperezAmiamibeachfl.gov
Thank you,
;;;;;E:
For: AIexEDen s°
Procurement Director
Please sign below as your acceptance and return this letter via email to:
febeperez(o)_miamibeachfl.gov
Printed Name: Pankaj Kumar Title: Chief Executive Officer
Signature:g Date: 10/21/2020