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City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax agreement with Contractor (Contract Number GS-07F-0031 W) and Contractor's GSA Authorized Federal Supply Schedule Price List, which are specifically incorporated herein and made a part, as well as Contractor's Proposal, attached and incorporated herein as Attachment "A" (hereinafter referred to collectively as "Contract Documents"). In the event of any conflict between or among the contract documents or any ambiguity or missing specifications or instruction, the following priority is established: A. First, this Agreement Between the City of Sunny Isles Beach and Millenium Products, Inc.— Contract No. 2026-7081. B. Second, the terms and conditions of GSA Solicitation No. 47QSMD20R0001 and Contract Number GS-0717-0031 W), including the Solicitation Document, and GSA's Authorized Federal Supply Schedule Price List. C. Third, Contractor's Proposal, appended as Attachment "A." 3. SERVICES. Contractor shall provide equipment and services to the City pursuant to the terms and conditions set forth in the Contract Documents, to specifically include, but not limited to, consolidating video surveillance camera recordings from the Pier Park, Intracoastal Park, and Samson Park servers onto one primary server, as more particularly described in Attachment "A." The Services shall be performed by Contractor to the full satisfaction of the City. Contractor agrees to furnish all labor and material in a good and workmanlike and professional manner to perform Services. Contractor agrees to have a qualified representative to audit and inspect the Services provided on a regular basis to ensure all Services are being performed in accordance with the City's needs and pursuant to the terms of this Agreement and shall report to the City accordingly. Contractor agrees to immediately inform the City via telephone and in writing of any problems that could cause damage to the City's property, improvements and persons. Contractor will require its employees to perform their work in a manner befitting the type and scope of work to be performed. In the event that the Contractor fails to complete the Services pursuant to the terms of this contract and City must undertake the completion of performance of Services, Contractor agrees to indemnify the City for all costs incurred with respect to the completion of those Services and any damages the City may suffer as a result of the Contractor's failure to perform the Services. 4. TERM. Subject to the provisions relating to the termination of this Agreement as set forth hereunder, the term of this Agreement shall commence upon the execution of this Agreement by all Parties and shall terminate upon the City's final inspection and the City's issuance of a final Certificate of Payment to Contractor. The City shall notify the Contractor in writing of the date on which the Work shall begin ("the Notice to Proceed Date"). The Contractor shall commence site activities on the Notice to Proceed Date, and the Work shall be carried on regularly and without interruption. The Contractor shall achieve final completion of the Work no later than ninety (90) days after the Notice to Proceed Date. The number of calendar days from the Notice to Proceed Date, through the date set forth for final completion, shall constitute the "Contract Time." The terms of Sections 18 and 19 entitled "Indemnification and Waiver of Liability," and "Compliance with Law," respectively, shall survive termination of this Agreement. Any and all terms with respect to warranties, including Sections 8 and 9 herein entitled "Warranty of Services" MILLENIUM PRODUCTS, INC. 2