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

the record. Such records and those records made confidential and exempt pursuant to section 119. 0725, F. S., shall be considered " Confidential Information." For each portion redacted, the Grantee shall describe in writing the grounds for claiming the exemption, including the specific statutory citation for such exemption. The Grantee shall only redact portions of records that it claims are Confidential Information. In the event of a request for public records pursuant to Chapter 119, F. S., the Florida Constitution, or other authority, to which records that are marked as " confidential" are responsive, the Department will provide the Grantee -redacted copy to the requestor. If a requestor asserts a right to the redacted Confidential Information, the Department will notify the Grantee such an assertion has been made. It is the Grantee's responsibility to take the appropriate legal action to assert that the information in question is exempt from disclosure under Chapter 119, F. S., or other applicable law. Page 7 of 37  If the Department becomes subject to a demand for discovery or disclosure of documents that are marked as " confidential" in a legal proceeding, the Department will give the Grantee notice of the demand or request. The Grantee shall take the appropriate legal action in response to the demand and to defend its claims of confidentiality. If the Grantee fails to take appropriate and timely action to protect the records it has designated as Confidential Information, the Grantee agrees that the Department is permitted to treat those records as not confidential and the Department is permitted to provide the unredacted records to the requester and the Grantee agrees not to pursue any suit, action, or claim, including for damages, against the Department or its employees, attorneys, agents or volunteers. The Grantee shall protect, defend, and indemnify the Department from all suits, claims, actions, demands, liability, costs, fines, and attorneys' fees arising from or relating to the Grantee' s determination that the redacted portions of its records are Confidential Information, including all costs, including attorney' s fees, incurred regarding the entitlement or amount of such attorney' s fees. If the Grantee fails to submit a redacted copy in accordance with this section, of information it claims is Confidential Information, the Department is authorized to produce the entire record submitted to the Department, including those records marked confidential," in response to a public records request for, or demand for discovery or disclosure of, these records and the Grantee agrees not to pursue any suit, action, or claim, including for damages, against the Department or its employees, attorneys, agents, or volunteers. 1. Inspection of Records. In accordance with section 216. 1366, F. S., the Department is authorized to inspect the: ( a) financial records, papers, and documents of the Grantee that are directly related to the performance of this Agreement or the expenditure of State funds; and ( b) programmatic records, papers, and documents of the Grantee which the Department determines are necessary to monitor the performance of this Agreement or to ensure that the terms of this Agreement are being met. The Grantee shall provide such records, papers, and documents requested by the Department within ten ( 10) Business Days after the request is made. B. Non -Discrimination: The Grantee shall not unlawfully discriminate against any individual employed in the performance of this Agreement due to race, religion, color, sex, physical handicap unrelated to such person' s ability to engage in this work, national origin, ancestry, or age. The Grantee shall provide a harassment -free workplace, and any allegation of harassment shall be given priority attention and action. C. Duty of Continuing Disclosure of Legal Proceedings and Instances of Fraud: 1. The Grantee shall provide written notice to the Department disclosing any criminal litigation, investigation, or proceeding that arises during the Agreement period involving the Grantee except where the Grantee is involved in a prosecutorial or administrative capacity, or, to the Page 8 of 37  extent the Grantee is aware, any of the Grantee's subrecipients or contractors ( or any of the foregoing entities' current officers or directors). The Grantee shall also provide written notice to the Department disclosing any civil litigation, arbitration, or proceeding that arises during the Agreement period that is related to or involves funds provided under this Agreement, to which the Grantee ( or, to the extent the Grantee is aware, any subrecipient or contractor hereunder) is a party, and which: a. Might reasonably be expected to adversely affect the viability or financial stability of the Grantee or any subrecipient or contractor hereunder; or b. Involves a claim or written allegation of fraud against the Grantee, or any subrecipient or contractor hereunder, by a governmental or public entity arising out of business dealings with governmental or public entities. All notices under this section must be provided to the Department within thirty ( 30) Business Days following the date that the Grantee first becomes aware of any such litigation, investigation, arbitration, or other proceeding ( collectively, a " Proceeding"). Details of settlements that are prevented from disclosure by the terms of the settlement must be annotated as such. This duty of disclosure applies to each officer and director of the Grantee, subrecipients, or contractors when any Proceeding relates to the officer' s or director's business or financial activities. 2. Instances of Grantee operational fraud or criminal activities, regardless of whether a legal Proceeding has been initiated, shall be reported to the Department' s Grant Manager within twenty- four (24) hours of the Grantee being made aware of the incident. 3. The Grantee shall promptly notify the Department' s Grant Manager of any Proceeding relating to or affecting the Grantee' s, subrecipient' s, or contractor' s business. If the existence of such Proceeding causes the State to conclude that the Grantee's ability or willingness to perform this Agreement is jeopardized, the Grantee shall be required to provide the Department's Grant Manager all reasonable assurances requested by the Department to demonstrate that: a. The Grantee will be able to perform this Agreement in accordance with its terms and conditions; and b. The Grantee and/ or its employees, agents, subrecipients, or contractor(s) have not and will not engage in conduct in performance under this Agreement that is similar in nature to the conduct alleged in such Proceeding. A. Assignments, Subgrants, and Contracts: 1. Unless otherwise specified in Attachment A — Solution Statement of Work, or through prior written approval of the Department, the Grantee may not: 1) subgrant any funds awarded Page 9 of 37  under this Agreement; 2) contract its duties or responsibilities under this Agreement out to a third party; or 3) assign, transfer, or sell any of the Grantee' s rights or responsibilities, unless specifically permitted by law to do so. Any such subgrant, contract, or assignment occurring without the prior approval of the Department shall be null and void. In the event the Department approves transfer of the Grantee' s obligations, the Grantee remains responsible for all work performed and all expenses incurred in connection with this Agreement. In addition, this Agreement shall bind the successors, assigns, and legal representatives of the Grantee, and of any legal entity that succeeds the Grantee, to the Grantee' s obligations to the Department. 1. The Grantee agrees to be responsible for all work performed in fulfilling the obligations of this Agreement. 2. The Grantee agrees that the Department may assign or transfer its rights, duties, or obligations under this Agreement to another governmental entity upon giving prior written notice to the Grantee. B. Intellectual Property Rights: Where activities supported by this Agreement result in the creation of intellectual property rights, the Grantee shall notify the Department, and the Department will determine whether the Grantee will be required to grant the Department a perpetual, irrevocable, royalty -free, nonexclusive license to use, and to authorize others to use for State government purposes, any resulting patented, copyrighted, or trademarked work products developed under this Agreement. C. Independent Contractor Status: It is mutually understood and agreed to that at all times during the Grantee' s performance of its duties and responsibilities under this Agreement that Grantee is acting and performing as an independent contractor. The Department shall neither have nor exercise any control or direction over the methods by which the Grantee shall perform its work and functions other than as provided herein. Nothing in this Agreement is intended to or shall be deemed to constitute a partnership or joint venture between the Parties. 1. The Grantee ( and its officers, agents, employees, subrecipients, contractors, or assignees), in performance of this Agreement, shall act in the capacity of an independent contractor and not as an officer, employee, or agent of the State. Further, unless specifically authorized to do so, the Grantee shall not represent to others that, as the Grantee, it has the authority to bind the Department or the State. 2. Neither the Grantee nor its officers, agents, employees, subrecipients, contractors, or assignees, are entitled to State retirement or State leave benefits, or to any other compensation of State employment as a result of performing the duties and obligations of this Agreement. Page 10 of 37  1. The Grantee agrees to take such actions as may be necessary to ensure that each subrecipient or contractor will also be deemed to be an independent contractor and will not be considered or permitted to be an agent, servant, joint venturer, or partner of the State. 2. Unless agreed to by the Department in Attachment A — Solution Statement of