NOVERANT ONLINE SERVICE AGREEMENT DocuSign Envelope ID: D7A81 BC5-15B6-4384-8AEF-B8E1562441390
Noverant
NOVERANT ONLINE SERVICE AGREEMENT
This Agreement("Agreement")is made as of the EFFECTIVE DATE by and between City of Clearwater("CLIENT"),
a Florida Municipality,and Noverant,Inc.("Noverant"),a North Carolina corporation,where EFFECTIVE DATE and CLIENT
are defined herein.
RECITALS
1. CLIENT wishes to have performed for it various services,and Noverant is in the business of performing such services.
2. CLIENT wishes to engage Noverant to perform such services,and Noverant wishes to perform such services for CLIENT.
3. CLIENT selected Noverant pursuant to RFP#32-23,which is incorporated by reference.
AGREEMENT
NOW,THEREFORE,in consideration of the premises and the mutual covenants and conditions contained in this
Agreement,CLIENT and Noverant agree as follows:
I. SCOPE OF SERVICES.
(a) During the term of this Agreement,Noverant shall perform for CLIENT various services in its usual line of
business,including,without limitation,those services set forth in Exhibit A("the Services").
(b) Unless otherwise agreed,Noverant shall provide all necessary labor,material,and other services to effect the
Services in full conformance with Exhibit A.
(c) In providing the Services,Noverant shall comply with any work schedule set forth in Exhibit A.
2. NOVERANT'S RESPONSIBILITIES.
(a) Noverant shall comply with all applicable laws,rules,and regulations and in accordance with industry best-
practices applicable to the business in which the Services are performed.
(b) Noverant represents and warrants that any products and services provided to CLIENT hereunder as part of
the Services shall not infringe any rights of any third party.
(c) CLIENT shall pay all taxes,if any,imposed upon or assessed it with respect to the Services.
3. PRICE AND PAYMENT.
(a) Unless otherwise agreed by authorized CLIENT representatives,the price for the Services shall be as set
forth in Exhibit A. Such price shall include all work to be performed by Noverant to perform the Services,and except as
expressly set forth herein,no additional compensation shall be due Noverant for the Services. This amount shall be paid
according to the payment schedule set forth in Exhibit A.
(b) CLIENT may,at any time,by written order make changes within the general scope of this Agreement
including,without limitation,requiring additional services or directing the omission of or variation in the Services,to the extent
they are defined in Exhibit A. Any such additional services shall be deemed Services and shall be governed by the terms of this
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Agreement. If any such change causes an increase or decrease in the cost of or time required for the performance of the Services,
an equitable and mutually agreeable adjustment shall be made to the price.
(c) If at any time Noverant believes that services beyond those summarized in Exhibit A are necessary to
perform the Services,Noverant shall contact CLIENT,provide CLIENT with an itemized estimate of such services and
additional anticipated costs,and obtain CLIENT's written permission before providing any such services and incurring any
additional costs. Any such cost not approved in advance in writing by CLIENT shall be borne solely by Noverant.
(d) Expenses which are incurred specifically in connection with the performance of the Services which are not
itemized in Exhibit A,including without limitation applicable costs and expenses related to travel and lodging,shall be billed to
CLIENT,provided that such costs and expenses are detailed in advance and pre-approved in writing by CLIENT prior to the start
of any project work.
(e) If CLIENT disputes any invoice rendered,CLIENT will notify Noverant of its objections in writing within
ten(10)calendar days from the date of receipt of the invoice,and the parties will use their best endeavors to resolve such disputes
expeditiously. Any undisputed portion of a disputed invoice will be paid without delay and in accordance with the payment
schedule set forth in Exhibit A.
4. TERM AND TERMINATION.
(a) Unless otherwise agreed,the term of this Agreement shall be as set forth in Exhibit A.
(b) Either party may terminate,without any cancellation charge,this Agreement or a related Statement of Work
(SOW)as follows: (i)immediately where any license or confidentiality restrictions,intellectual property rights or,data protection
provisions,or payment obligations are breached by the other party,or in the case of insolvency of the other party,or(ii)upon
thirty(30)days'written notice to the other party in the event of a material breach of any SOW(except in the case of force
majeure)by the other party that has not been cured within such thirty(30)day period. Any breach of any provision of the
Agreement shall be deemed to be a breach of the relevant SOW. Any Services and CLIENT's license to Noverant's materials
shall immediately terminate in the event of any termination by Noverant pursuant to(i)or(ii)above. Without prejudice to any
rights or remedies available to Noverant,in the event of any permitted termination of any SOW,CLIENT shall pay Noverant,at a
minimum,for the Services performed through the effective date of termination
(c) CLIENT may terminate this Agreement or any associated Statement of Work in accordance with terms
defined in Exhibit A. In the event of such termination without cause,Noverant shall be paid in full for all non-refundable fees
and expenses as outlined in the Agreement or the Statement of Work which are due until the date of termination.
(d) Unless otherwise agreed,the Term is 12 months with automatic 12-month renewal unless terminated w/90
days prior notice.
(e) CLIENT rights and access to its data is governed by the most recent version of Noverant Client Rights
Regarding Data Ownership and Access,incorporated herein by reference.
5. CONFIDENTIALITY AND PRIVACY.
Any requirement in this Agreement for a party to act reasonably,use reasonable efforts,or any variations thereof,will
mean that the party must use all reasonable commercial efforts having regard to the surrounding circumstances,unless
expressly provided otherwise or prohibited by governing law.
Unless agreed upon in writing under a separate confidentiality and privacy agreement,
a) Noverant and CLIENT shall keep strictly confidential all proprietary,technical,business,marketing,sales,and other
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information disclosed by each other in accordance with reasonable industry best practices.
b) Noverant's use of any information considered to be private or personal under local law shall be restricted for the
purpose of providing the Services.
c) Noverant will protect such information in accordance with applicable privacy laws and will not disclose such protected
information without the prior written consent of CLIENT
d) CLIENT data including production,backup and disaster recovery data will be stored in CLIENT's base country and
encrypted using industry-standard techniques in-transit and at rest.
6. INDEMNIFICATION AND LIMITATION OF LIABILITY.
(a) Noverant agrees to indemnify,defend,and hold CLIENT and its affiliates and their officers,directors,
shareholders,employees,and agents(CLIENT and such persons collectively,"CLIENT's Indemnified
Persons")harmless against any and all third party claims in connection with any losses,claims,demands,
actions,judgments,or litigation,including attorneys'fees and investigation costs(collectively,"Loss"),
arising out of any breach of its obligations,representations and warranties herein.
(b) NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS
AGREEMENT FOR: (1)THE OTHER PARTY'S LOST REVENUES;(2)INDIRECT,SPECIAL,
INCIDENTAL OR CONSEQUENTIAL LOSSES(WHETHER OR NOT FORESEEABLE OR
CONTEMPLATED BY THE PARTIES AT THE EFFECTIVE DATE);OR(3)EXEMPLARY OR
PUNITIVE DAMAGES. NOTHWITHSTANDING THE FOREGOING,THE LIMITATIONS OF
LIABILITY SET FORTH IN THIS SECTION 6(c)WILL NOT APPLY TO EITHER PARTY'S GROSS
NEGLIGENCE OR OBLIGATIONS UNDER SECTIONS 5,6(a)OR 6(b).
7. TECHNICAL OPERATIONS.
(a) Operational Availabilitv: The Service will be available on a 24x7 basis,except for scheduled downtime,
which will occur from time to time on a regular basis upon reasonable notice by Noverant to CLIENT,and unscheduled
maintenance. Noverant may perform unscheduled maintenance only when,in Noverant's reasonable discretion,doing so is
necessary to avoid loss of Services or as otherwise mutually agreed to with CLIENT. Noverant shall endeavor when practical to
provide notice to CLIENT of all unscheduled maintenance.
(b) Disaster Recoverv: The Services include industry-standard Disaster Recovery efforts. In the case of a
Disaster resulting in a complete loss of access to the Services,Noverant will restore the Services within the same data center or at
an alternate site,as Noverant reasonably determines.Disaster recovery procedures are defined in the most recent version of
Noverant Backup and Recovery Procedure,incorporated herein by reference,with key responsibilities including:
CLIENT's Responsibilities
(i).CLIENT is responsible for all network configuration changes required by Noverant at CLIENT's
premises that are associated with Disaster Recovery,such as VPN and firewall changes and any that may be
necessary for CLIENT to connect to the Services.
(ii).During a Disaster Recovery,CLIENT shall have its representative(s)available to work with Noverant's
recovery team. All such CLIENT's representatives shall participate from CLIENT's site and must be
sufficiently knowledgeable to allow successful testing.
Noverant's Responsibilities
(i)Noverant is responsible for preparing the recovery site and executing the recovery service procedures
upon declaration of a Disaster. Upon completion,Noverant will work with CLIENT's representatives to
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perform sufficient testing to ensure that the access to the Service and databases have been recovered
successfully.
(ii)Notwithstanding force majeure events,Noverant's target is for a 24-hour RPO/RTO performance level.
(c) Backup/Recovery: Noverant shall back up all environments in accordance with the latest Noverant Backup
and Recovery Procedure.Noverant reserves the right to modify such procedures from time to time and agrees.
Noverant agrees to provide CLIENT data in suitable format at the termination of the contract and,upon successful transfer of
such data,destroy all CLIENT data using secure government-approved methods.
(d) Backup/Retention: Noverant shall back up and retain all data in accordance with the latest Noverant
Backup and Recovery Procedure.Noverant reserves the right to modify such procedures from time to time and agrees to notify
CLIENT prior to any changes to such procedures.
(e) On-Line Data Retention: CLIENT data is retained on-line indefinitely during the term of the Agreement.
(f) System Administration and Monitoring:
All servers,storage,network,firewall and other devices are administered and managed on a 24x7 basis by Noverant or
Noverant's agents.Access to client data is restricted to authorized Noverant employees.
(g) Security:
Security management includes day-to-day management for the firewalls,networks and servers dedicated to Noverant's
customers. This service includes administering technical and procedural controls to prevent unauthorized access,prompt
reporting of suspected incidents to CLIENT,use of unique and secure passwords compliant with Noverant's authentication
policy,event logging and reporting,vulnerability scans,installation of security patches and fixes following changes. CLIENT
administrators are responsible to define and control password policies for end user including implementation of password policies
addressing password aging,reuse,minimum length and complexity.
8. GENERAL PROVISIONS.
(a) Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida. CLIENT and Noverant shall submit to the exclusive jurisdiction of the State and Federal District Courts situated
in Pinellas County,State of Florida.
(b) Independent Contractors. Both parties agree to perform under this Agreement solely as independent
contractors and shall not hold themselves out as employees or agents of the other.
(c) Assignment. This Agreement shall not be assigned in whole or in part by either party without 60 days'
notice to the other party.Notwithstanding the preceding sentence,CLIENT may freely assign this Agreement to an affiliate
within its controlled group of entities or to a successor to all or substantially all the business to which this Agreement relates.
(d) Entire Agreement. This Agreement contains the entire understanding between the parties with respect to the
subject matter within and to that extent terminates and supersedes all previous agreements,whether written or oral,relating to the
same subject matter.
(e) Notices. All notices to be sent pursuant to this Agreement shall be in writing and delivered either in person
to the designated party to be notified,by registered or certified mail,return receipt requested,or by fax/email to such party at the
address shown above below or subsequently designated by either party.
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If to Noverant: If to CLIENT:
Noverant,Inc. City of Clearwater
421 Fayetteville Street,Suite 1116 100 S.Myrtle Ave.
Raleigh,North Carolina,27601 Clearwater,FL 33756
Attention: Chief Executive Officer Attention:Human Resources
with a copy to: with a copy to:
Noverant,Inc. City of Clearwater
421 Fayetteville Street,Suite 1116 100 S.Myrtle Ave.
Raleigh,North Carolina,27601 Clearwater,FL 33756
Attention: Legal/Contracts Attention: Information Technology
Notices via Facsimile or Email
Noverant,Inc.: 1-888-383-7316 fgozzo(a�noverant.com CLIENT: 727 562-4877 humresweb(a�myclearwater.com
Notices delivered in person shall be deemed given upon delivery;notices sent by mail shall be deemed given two(2)days after
posting thereof,and notices given by fax or email shall be deemed given twelve(12)hours after sending thereof.
(f) Modification and Waiver. None of the terms of this Agreement(including all exhibits provided for herein)
shall be deemed to be waived or modified except by a written document drawn expressly for such purpose and executed by the
party against whom enforcement of such waiver or modification is sought. Failure or delay of either party hereto to enforce any
of its rights under this Agreement shall not be deemed a modification or a continuing waiver by such party of any of its rights
under this Agreement.
(g) Force Majeure Except for the obligation to pay money for Services rendered,each party shall be excused
from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable
control,such as,but not limited to,acts of God or a public enemy,acts of the government in either its sovereign or contractual
capacity,fire,flood,epidemics,quarantine restrictions,strike,war(declared or undeclared),insurrection,government restriction
or prohibition,force majeure or other causes reasonably beyond its control and without its fault,including the inability to secure
materials on a timely basis or failure of computer equipment. The party failing to perform shall use all reasonable efforts to
resume performance of this Agreement as soon as feasible.
(h) Severability. Should any court or regulatory agency or body determine,in a form and manner which render
such determination enforceable against either of the parties,that any provision of this Agreement is void,invalid,unenforceable,
or illegal,such determination shall not affect any other provision of this Agreement,and this Agreement shall,if reasonable,be
construed and performed as if such void,invalid,unenforceable,or illegal provision had never been contained herein.
(i) Counterparts. This Agreement may be executed,by original or electronic signature,in any number of
counterparts,each of which shall be regarded as an original,but such counterparts shall together constitute but one and the same
agreement.
(j) Effect. This Agreement shall be effective only upon its execution by both parties.
(k) Survival The provisions contained in Sections 5 and 6 shall survive the termination for any reason of this
Agreement.
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DocuSign Envelope ID: D7A81 BC5-15B6-4384-8AEF-B8E1562441390
Noy n
WITNESS the foregoing signatures.
CLIENT NOVERANT,INC.
By: By:
Name: Name:Francesco Gozzo,Ph.D.
Title: Title:President and CEO
Date: Date: October 13, 2023
Agreement Effective Date:
Countersigned: CITY OF CLEARWATER, FLORIDA
DocuSigned by: DocuSigned by:
jyvv.I�t,Y �btVVIGV
ar.4�nrc�Rnnnnea� By- an�Fr.RFFaaF�aan
Brian J. Aungst, Sr. Jennifer Poirrier
Mayor City Manager
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Approved as to form: Attest-
DocuSigned
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j1�DocuSigne1d-by:: '� DocuSigned by:
1/lW tall. L U V ��R YYLG/�l Pi L.CtXA'
Rosemarie Call
Assistant City Attorney City Clerk
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DocuSign Envelope ID: D7A81 BC5-15B6-4384-8AEF-B8E1562441390
Noverant'
Exhibit
The Scope of Work provided by Noverant is defined in its proposal submission to City of
Clearwater RFP #32-23 and incorporated herein by reference,with the exception of the pricing
table below.
Noverant's cost proposal below includes the one-time fees for implementation and annual fees
for the LMS and the Noverant Library.Testing is included with the Sandbox and
Implementation/Configuration fees.There are no extra costs for troubleshooting,building
reports, and training (initial and post-launch).
The cost proposal below is based on:
Term: 3 years
Users: 1850
Cost Proposal
• : 11
SANDBOX ACTIVATION 1 One Time $ 1,900 $1,900
IMPLEMENTATION/CONFIGURATION 1 One Time $ 2,400 $2,400
INITIAL TRAINING 1 One Time $ 2,500 $2,500
Recurring Fees:
NOVERANTLMS
• Annual Subscription with 100 Noverant 1 Annual $62,655 $62,655
Library courses.
Notes
1) Environments —Includes a dedicated sandbox and production environments.
2) Payment—Subscription fee paid annually in advance. Payments are due net 3o days.
3) The City can choose any loo courses from the Noverant Library,which includes over
1,9oo courses.Additional content bundles are available.
4) Optional Services
a. Pricing for additional language packs, content development, or on-site
services are available and can be priced upon request.
b. LinkedIn Learning Subscription
■ Year 1 - $25530
■ Year 2 - $40,219
■ Year 3 - $56,166
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