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

Work, the Department will not furnish services of support ( e.g., office space, office supplies, telephone service, secretarial, clerical support, etc.) to the Grantee or its subrecipient, contractor, or assignee. 3. The Department shall not be responsible for withholding taxes with respect to the Grantee' s compensation hereunder. The Grantee shall have no claim against the Department for vacation pay, sick leave, retirement benefits, social security, workers' compensation, health or disability benefits, reemployment assistance benefits, or employee benefits of any kind. The Grantee shall ensure that its employees, subrecipients, contractors, and other agents, receive benefits and necessary insurance ( health, workers' compensation, reemployment assistance benefits) from an employer other than the State. 4. At all times during the Agreement period, the Grantee must comply with the reporting and Reemployment Assistance contribution payment requirements of chapter 443, F. S. A. Termination: 1. Termination for Failure to Implement. For awarded services, licenses, or commodities under Attachment A — Solution Statement of Work, if the Grantee does not approve a Final Implementation Plan before June 22, 2026, for the awarded solutions, this Agreement may be terminated by the Department, at its sole discretion. 2. Termination Due to the Lack of Funds. 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. If funds become unavailable for this Agreement' s purpose, such event will not constitute a default by the Department or the State. The Department agrees to notify the Grantee in writing at the earliest possible time if funds are no longer available. In the event that any State funds upon which this Agreement depends are withdrawn or redirected, the Department may terminate this Agreement by providing written notice to the Grantee. The Department will be the final authority as to the availability of funds. 3. Termination for Cause. The Department may terminate this Agreement if the Grantee fails to: a. Satisfactorily complete the deliverables within the time specified in this Agreement; b. Maintain adequate progress, thus endangering performance of this Agreement; c. Honor any term of this Agreement; or d. Abide by any statutory, regulatory, or licensing requirement. The Grantee shall continue to perform any work not terminated. The Department' s rights and remedies in this clause are in addition to any other rights and remedies provided by law Page 11 of 37  or under this Agreement. The Grantee shall not be entitled to recover any cancellation charges or lost profits. Termination for Convenience. The Department may terminate this Agreement, in whole or in part, by providing written notice to the Grantee that the Department determined, in its sole discretion, it is in the State' s interest to do so. The Grantee shall not furnish any product or continue services after the specified termination date in the Department' s notice of termination, except as necessary to complete the continued portion of this Agreement, if any. The Grantee will not be entitled to recover any cancellation charges or lost profits. Grantee' s Responsibilities upon Termination. If the Department provides a notice of termination to the Grantee, except as otherwise specified by the Department in that notice, the Grantee shall: a. Stop work under this Agreement on the date and to the extent specified in the notice. b. Complete performance of such part of the work that has not been terminated by the Department, if any. c. Take such action as may be necessary, or as the Department may specify, to protect and preserve any property which is in the possession and custody of the Grantee, and in which the Department has or may acquire an interest. d. Transfer, assign, and make available to the Department all property and materials belonging to the Department upon the effective date of termination of this Agreement. No extra compensation will be paid to the Grantee for its services in connection with such transfer or assignment. A. Dispute Resolution: Disputes concerning performance under this Agreement will be decided by the Department, who shall reduce the decision to writing and serve a copy to the Grantee. B. Unauthorized Use: The Grantee shall fully defend and hold harmless the State and the Department from any suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret, or intellectual property right provided, however, that the foregoing obligation shall not apply to the Department' s misuse or modification of the Grantee' s products or the Department' s operation or use of the Grantee' s products in a manner not contemplated by the Agreement. The Department will not be liable for any royalties. 2. The Grantee shall not be liable for any cost, expense, or compromise incurred or made by the State or the Department in any legal action without the Grantee' s prior written consent, which shall not be unreasonably withheld. The State and the Department shall have the right, at its own cost and expense, to participate in all actions under this Section Q. Page 12 of 37  1. For the avoidance of doubt, as the Grantee is a subdivision, as defined in section 768. 28( 2), F. S., pursuant to section 768. 28( 19), F. S., neither Party indemnifies nor insures or assumes any liability to the other Party for the other Party' s negligence. Notwithstanding anything to the contrary in this Section Q, liability of either Parry for tort claims is limited to the amounts prescribed in section 768. 28, F. S., plus the Party' s reasonable attorneys' fees. A. Limitation of Liability: Unless otherwise specifically enumerated in this Agreement, no Party shall be liable to the other Party for special, indirect, punitive, or consequential damages, including lost data or records ( unless this Agreement requires the Grantee to back-up data or records), even if the Party has been advised that such damages are possible. No Party shall be liable to the other Party for lost profits, lost revenue, or lost institutional operating savings. The State and the Department may, in addition to other remedies available to them at law or in equity and upon notice to the Grantee, retain such monies from amounts due the Grantee as may be necessary to satisfy any claim for damages, penalties, costs, and the like asserted by or against them. Except as otherwise provided in this Agreement or the Data Sharing Agreement or its attachments or Riders, the Department is not liable for unauthorized access to information except as directly attributable to the actions of the Department. For all claims against Grantee under this Agreement, and regardless of the basis on which the claim is made, Grantee' s liability under this Agreement for direct damages shall be limited to the dollar value of this Agreement. This limitation shall not apply to claims arising under Section Q of this Agreement. 2. Pursuant to Specific Appropriation 2708 and Section 211 of the 2025- 2026 General Appropriations Act, the State is hereby released from all liability related to cybersecurity incidents impacting the Grantee. B. Force Majeure and Notice of Delay from Force Majeure: Neither Party shall be liable to the other for any delay or failure to perform under this Agreement if such delay or failure is neither the fault nor caused by the negligence of the Party or its employees or agents and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Party' s control, or for any of the foregoing that affects subrecipients, contractors, or suppliers if no alternate source of supply is available. However, in the event a delay arises from the foregoing causes, the Party shall take all reasonable measures to mitigate any and all resulting damages, costs, delays, or disruptions to the project in accordance with the Party' s performance requirements under this Agreement. In the case of any delay the Grantee believes is excusable under this section, the Grantee shall provide written notice to the Department describing the delay or potential delay and the cause of the delay within: ten ( 10) calendar days after the cause that creates or will create the delay first arose ( if the Grantee could reasonably foresee that a delay could occur as a result); or five ( 5) calendar days after the date the Grantee first had reason to believe that a delay could result ( if the delay is not reasonably foreseeable). THE FOREGOING SHALL CONSTITUTE THE GRANTEE' S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this section is a condition precedent to such remedy. Page 13 of 37  The Department, in its sole discretion, will determine if the delay is excusable under this section and will notify the Grantee of its decision in writing. The Grantee shall not assert a claim for damages, other than for an extension of time, against the Department. The Grantee will not be entitled to an increase in the Agreement price or payment of any kind from the Department for any reason. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this section, after the causes have ceased to exist, the Grantee shall resume performance, unless the Department determines, in its sole discretion, that the delay will significantly impair the ability of the Grantee to timely complete its obligations under this Agreement, in which case, the Department may terminate this Agreement in whole or in part. A. Mandatory Disclosure Requirements: 1. Convicted Vendor List. The Grantee has a continuous duty to disclose to the Department if the Grantee or any of its affiliates, as defined by section 287. 133( 1)( a), F. S., are placed on the convicted vendor list. Pursuant to section 287. 133( 2)( a), F. S.: " A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public