Fort Walton Beach Resolution — 2026-09 Accepting Funding FL Department of Managed Services-Cybersecurity Software — reading text

newly designated primary contact. Such notices must be sent to the other Party' s Grant Manager and is sufficient to effectuate this change without requiring a written amendment to this Agreement. E. Payment, Funding, and Award Considerations: Fiscal Year. The funds utilized for this Agreement are from the State' s 2025- 2026 Fiscal Year, which begins July 1, 2025, and expires on June 30, 2026. 2. Services, Licenses or Commodities Awards. The Grantee agrees to implement services, licenses, or commodities described in Attachment A —Solution Statement of Work, according to the Final Implementation Plan( s), if applicable. All uses of the items described in Attachment A — Solution Statement of Work are subject to the terms and conditions of the DSA and applicable riders attached thereto. 3. Procurement. The Department agrees to purchase all commodities or services awarded to the Grantee on behalf of the Grantee as described in Attachment A — Solution Statement of Work. F. Compliance with Law: Applicable Law. The Parties shall comply with the applicable state and federal laws, rules, regulations, and policies, including, but not limited to, those identified in this Agreement. 2. Governing Law. The Grantee agrees that this Agreement is entered into in the State of Florida, and shall be construed, performed, and enforced in all respects in accordance with the laws, rules, and regulations of the State. Each Party shall perform its obligations herein in accordance with the terms and conditions of this Agreement. Without limiting the provisions of Section P, Dispute Resolution, the exclusive venue of any legal or equitable action that arises out of or relates to this Agreement shall be the appropriate State court in Leon County, Florida; in any such action, the Parties waive any right to jury trial. Except as otherwise provided by law, the Parties agree to be responsible for their own attorney fees incurred in connection with disputes arising under the terms of this Agreement. Page 4 of 37  1. Ethics. The Grantee shall comply with the requirements of sections 11. 062 and 216.347, F. S. The Grantee shall not, in connection with this or any other agreement with the State, directly or indirectly: a. Offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee' s decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty; or b. Offer, give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request of, any State officer or employee. For purposes of this subsection b, "gratuity" means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. Upon request of the Department' s Inspector General, or other authorized State official, the Grantee shall provide any type of information the Inspector General deems relevant to the Grantee' s integrity or responsibility. Such information may include, but shall not be limited to, the Grantee's business or financial records, documents, or files of any type or form that refer to or relate to this Agreement. The Grantee shall retain such records in accordance with the record retention requirements of Part V of Attachment B, Audit Requirements for Awards of State and Federal Financial Assistance. 4. Advertising. Subject to Chapter 119, F. S., the Grantee shall not publicly disseminate any information concerning this Agreement under any promotional activity, such as advertisements or press releases, without prior written approval from the Department. 5. Conflict of Interest. This Agreement is subject to Chapter 112, F. S. The Grantee shall disclose the name of any officer, director, employee, or other agent who has or potentially has a conflict of interest relating to this Agreement or funds received hereunder. 6. Records Retention. The Grantee shall retain all records made or received in conjunction with this Agreement for the longer of five ( 5) years after the end of this Agreement period and all pending matters or the period required by the General Records Schedules maintained by the Florida Department of State ( available at: https://dos. mvflorida. com/ media/ 703328/gsl- sl- 2020. pdf). If the Grantee' s record retention requirements terminate prior to the requirements stated herein, the Grantee may meet the Department' s record retention requirements for this Agreement by transferring its records to the Department at that time, and by destroying duplicate records in accordance with section 501. 171, F. S., and, if applicable, section 119. 0701, F. S. The Grantee shall adhere to established information destruction standards such as those established by the National Institute of Standards and Technology Special Publication NIST SP 800- 88r2, " Guidelines for Media Sanitization" ( 2025). See https:// doi. org/ 10. 6028/ NIST.SP. 800-88r2. A. Recoupment of Funds: 1. Notwithstanding the damages limitations of Section R, Limitation of Liability, if the Grantee' s non- compliance with any provision of this Agreement results in additional costs or monetary Page 5 of 37  loss to the Department or the State, the Department can recoup the costs or losses from monies owed to the Grantee under this Agreement or any other agreement between the Grantee and any State entity. In the event that the discovery of additional costs or losses arises when no monies are available under this Agreement or any other agreement between the Grantee and any State entity, the Grantee shall repay such costs or losses to the Department in full within thirty (30) days from the date of discovery or notification, unless the Department agrees, in writing, to an altemative timeframe. The Department shall not be liable for any penalties or costs associated with the Grantee's misuse of any purchases made pursuant to this Agreement. 1. If the Grantee or its independent auditor discovers that an overpayment has been made, the Grantee shall repay said overpayment within forty (40) calendar days without prior notification from the Department. In the event that the Department first discovers an overpayment has been made, the Department will notify the Grantee in writing. Should repayment not be made in a timely manner, the Department shall be entitled to charge interest at the lawful rate of interest on the outstanding balance beginning forty ( 40) calendar days after the date of notification or discovery. Refunds should be sent to the Department's Agreement Manager and made payable to the " Department of Management Services." If this Agreement is terminated for cause, the Department, at its discretion, may require that the Grantee return to the Department any funds that were used for purposes that are considered ineligible under this Agreement. A. Audits and Records: 1. Representatives of the Department, the State' s Chief Financial Officer, the State' s Auditor General, and representatives of the federal government, shall have access to any of the Grantee' s books, documents, papers, and records, including electronic storage media, as they may relate to this Agreement, for the purposes of conducting audits or examinations or making excerpts or transcriptions. 2. The Grantee shall maintain books, records, and documents in accordance with the generally accepted accounting principles to sufficiently and properly reflect all purchases made under this Agreement. The Grantee shall comply with all applicable requirements of section 215.97, F. S., and Attachment B, Audit Requirements for Awards of State and Federal Financial Assistance. If the Grantee is required to undergo an audit, the Grantee shall disclose all related party transactions to the auditor. 3. The Grantee shall retain all its records, financial records, supporting documents, statistical records, and any other documents, including electronic storage media, pertinent to this Agreement in accordance with the record retention requirements of Part V of Attachment B, Audit Requirements for Awards of State and Federal Financial Assistance. The Grantee shall cooperate with the Department to facilitate the duplication and transfer of such records or documents upon the Department' s request. Page 6 of 37  1. If awarded services, licenses, or commodities described in Attachment A —Solution Statement of Work, the Grantee shall include records of the start and end dates for all tasks in the Final Implementation Plan( s), if applicable. Additional requirements may be incorporated in the Final Implementation Plan( s). 2. The Grantee shall include the aforementioned audit and recordkeeping requirements in all approved subrecipient contracts and assignments. A. Public Records and Records Production: 1. Identification and Protection of Confidential Information. Article 1, section 24, Florida Constitution, guarantees every person access to all public records, and section 119. 011, F. S., provides a broad definition of " public record." As such, records submitted to the Department ( or any other State agency) are public records and are subject to disclosure unless exempt from disclosure by law. The following records for agencies, as " agency" is defined in section 119. 011( 2), F. S., are confidential and exempt pursuant to section 119. 0725, F. S.: a. Cybersecurity insurance limits and deductibles; b. Information relating to critical infrastructure; c. Incident reporting information pursuant to sections 282. 318 and 282. 3185, F. S.; d. Network schematics; e. Hardware and software configurations; and f. Encryption information or information that identifies detection, investigation, or response practices for suspected or confirmed cybersecurity incidents, including suspected or confirmed breaches. If the Grantee considers any portion of other records it provides to the Department ( or any other State agency) to be trade secret or otherwise confidential or exempt from disclosure under Florida or federal law, the Grantee shall mark the document as " confidential" and simultaneously provide the Department ( or other State agency) with a separate, redacted copy of