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RedSpeed° Florida,LLC <br />indemnify and hold harmless the Customer and the Customer's officials, officers, employees, and <br />agents from and against any claim, lawsuit, third party action, settlement, or judgment, including <br />any award of attorney fees and any award of costs, by or in favor of any of REDSPEEDs subcontractors <br />for payment for work performed for the Customer by any of such subcontractors, and from and <br />against any claim, lawsuit, third party action, settlement, or judgment, including any award of <br />attorney fees and any award of costs, occasioned by or arising out of any negligent, intentional or <br />reckless act or omission by any of Contractor's subcontractors. <br />21. ENTIRE AGREEMENT: <br />This Agreement shall constitute the entire agreement between the parties with respect to the subject <br />matter hereof, and it shall supersede all previous and contemporaneous oral and written <br />negotiations, commitments, agreements, and understandings relating hereto. <br />22. COUNTERPART EXECUTTION: <br />This Agreement may be executed in one or more counterparts, each of which shall constitute an <br />original, but all of which taken together shall constitute one and the same instrument. Each party <br />represents and warrants that the representative signing this Agreement on its behalf has all right <br />and authority to bind and commit that party to the terms and conditions of this Agreement. <br />23. PROHIBITION AGAINST CONTRACTING WITH SCRUTINIZED .COMPANIES. <br />Pursuant to Florida Statutes Section 287.135, contracting with any entity that is listed on the <br />Scrutinized Companies that Boycott Israel List or that is engaged in the boycott of Israel is prohibited. <br />Contractors must certify that the company is not participating in a boycott of Israel. Any contract for <br />goods or services of One Million Dollars ($1,000,000) or more shall be terminated at the City's option <br />if it is discovered that the entity submitted false documents of certification, is listed on the Scrutinized <br />Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran <br />Petroleum Energy Sector List, or has been engaged in business operations in Cuba or Syria after July <br />1, 2018. Any contract entered into or renewed after July 1, 2018 shall be terminated at the City's <br />option if the company is listed on the Scrutinized Companies that Boycott Israel List or engaged in the <br />boycott of Israel. Contractors must submit the certification that is attached to this agreement as <br />Exhibit "C." Submitting a false certification shall be deemed a material breach of contract. The City <br />shall provide notice, in writing, to REDSPEED of the City's determination concerning the false <br />certification. REDSPEED shall have ninety (90) days following receipt of the notice to respond in <br />writing and demonstrate that the determination was in error. If REDSPEED does not demonstrate that <br />the City's determination of false certification was made in error, then the City shall have the right to <br />terminate the contract and seek civil remedies pursuant to Florida Statute Section 287.135. <br />24. E -VERIFY. <br />Florida Statute 448.095 directs all public employers, including municipal governments, to verify the <br />employment eligibility of all new public employees through the U.S. Department of Homeland <br />Security's E -Verify System, and further provides that a public employer may not enter into a contract <br />unless each party to the contract registers with and uses the E -Verify system. Florida Statute 448.095 <br />further provides that if a Contractor enters into a contract with a subcontractor, the subcontractor <br />must provide the Contractor with an affidavit stating that the subcontractor does not employ, <br />contract with, or subcontract with an unauthorized alien. In accordance with Florida Statute 448.095, <br />REDSPEED is required to verify employee eligibility using the E -Verify system for all existing and new <br />Page 9 1 19 <br />