HomeMy WebLinkAboutContract 35647 (2) L �� CITY SECRETARNI
CONTRACT NO.
ethicsonoint
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ETHICSPOINT,f INC.
SERVICES AGREEMENT
ORGANIZATION INFORMATION:
Organization Name: City of Fort Worth
Primary Contact: lack Dale
Address: 1000 Throckmorton Street
Fort Worth, Texas 76102
Phone: (817) 392-8357
Billing Contact Name: Accounts Payable
Billing Address: Same as Above
Purchase Order Number:
Effective Date: Upon execution of Agreement
Go-Live Date: 6 weeks from Effective Date
Initial Term of Agreement: 12 Months from the date of Execution
COMPANY INFORMATION:
Company Name: EthicsPoint, Inc., a Washington corporation
EIN: 91-2082288
GSA No.: GS-35F-0581P
Address: 13221 SW 68th Parkway, Suite 120, Portland, OR 97223
Toll Free 866-297-0224
FAX: 971 250-4125
www.ethicspoint.com
Account Representative: Pete Crosby
(971) 250-4103
perosby@ethicspoint.com
Conversion Coordinator: Katie O'Donnell
(971) 250-4111
kodonnell@ethicspoint.com
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ETHICSPOINT, INC.
SERVICES AGREEMENT
Fort Worth and EthicsPoint agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall have the meanings set
forth below:
1.1 "Agreement" shall mean this EthicsPoint Services Agreement together with the
Schedule A attached hereto.
1.2 "Adverse Consequences" means all third party actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions, judgments,
orders, decrees, rulings, damages, costs, liabilities, obligations, losses, expenses, fees
(including, without limitation, court costs and reasonable attorneys' fees and expenses).
1.3 "Affiliate" means any corporation, limited liability company, partnership, or other
entity that, directly or indirectly, through one or more intermediaries, controls, is controlled
by or is under common control with the Party specified.
1.4 "Confidential Information" means, with respect to a Party, all proprietary
information of such Party and other information, whether in tangible or intangible form,
provided to such Party by third parties, which such Party is obligated to keep confidential.
Confidential Information includes but is not limited to the Proprietary Processes, source code,
inventions, trade secrets, specifications, techniques, data, documentation, processes,
proprietary customer and vendor information, non-public financial information, and other
information, whether in tangible or intangible form, relating to such Party that is disclosed or
made available to the other Party as a result of this Agreement. Confidential Information
does not include information that: (a) is or becomes generally known to the public through
no act or failure to act on the part of a Party; (b) with respect to the Proprietary Processes,
has been independently developed by Fort Worth, without violation of any rights which
EthicsPoint may have in such information; (c) is furnished or made known to a Party on a
non-confidential basis by a third party who has a lawful right to disclose such information; or
(d) is required by law or court order to be disclosed, but only to the extent of such required
disclosure and provided that the other Party is first given notice of such required disclosure
and an opportunity to contest such required disclosure. With respect to Fort Worth,
Confidential Information includes all Reports and Reported Information.
1.5 "Contract Documents"shall include (a) this Agreement and all attachments, which
are hereby incorporated by reference and made a part of this Agreement for all purposes
herein; (b) City of Fort Worth Request for Proposals (RFP) No. 06-0360, including any
addendums; and (c) The Response from EthicsPoint to RFP No. 06-0360. If there is any
conflict between the documents, the order of precedence shall be this Agreement, the
Response, and the RFP.
1.6 "EthicsPoint" means EthicsPoint, Inc., a Washington corporation, and includes its
officers, directors, agents, employees and representatives.
1.7 "Fort Worth" means City of Fort Worth, its employees, directors, officers, agents,
and authorized representatives.
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1.8 "Fort Worth Reporting Hierarchy" means the list Fort Worth provides to
EthicsPoint from time to time on EthicsPoint's website comprised of specific individuals who
are designated to receive e-mail notification of the existence and availability of a Report for
review. Fort Worth may modify this list at any time through the use of EthicsPoint's online
system; provided, however, that: (a) any modification shall only be effective commencing
one (1) business day after any modification has been submitted to EthicsPoint; and (b) the
individual designated by Fort Worth as the Fort Worth Administrator may only be modified
upon written notice to EthicsPoint in accordance with Section 13, by the authorized officer(s)
of Fort Worth specified in Schedule A.
1.9 "Parties" means EthicsPoint and Fort Worth, collectively, and "Party" means either
of them.
1.10 "Proprietary Processes" means EthicsPoint's proprietary processes, as may be
modified from time to time, of communicating Reported Information by means of
EthicsPoint's website.
1.11 "Report" means: (a) Reported Information submitted by a Reporter on EthicsPoint's
website or through EthicsPoint's call center; (b) any communications directed by Fort Worth
to any such Reporter via EthicsPoint's website; and (c) any response by any such Reporter to
such communications.
1.12 "Reported Information" means information about or relating to Fort Worth, its
officers, directors, employees, agents, vendors or any other person or any aspect of Fort
Worth's business or operations that a Reporter provides to EthicsPoint either through
EthicsPoint's call center or through the web site hosted by EthicsPoint.
1.13 "Reporter" means any individual who submits Reported Information relating to Fort
Worth.
1.14 "Services" means the services EthicsPoint provides to Fort Worth as set forth in this
Agreement and the Schedule A attached hereto.
2. SERVICES. Subject to Fort Worth's compliance with the terms and conditions of this
Agreement, EthicsPoint shall provide the Services and access to all Reports in accordance with the
then current Fort Worth Reporting Hierarchy.
2.1 Fort Worth acknowledges that EthicsPoint may from time to time make the
Proprietary Processes and Services unavailable to Fort Worth in order to perform routine
system maintenance, upgrades or remedial work. EthicsPoint will provide Fort Worth three
days' advance written notice of any such service outage and shall use its best efforts to
perform and complete any such work on weekends.
2.2 Fort Worth acknowledges that EthicsPoint will purge, overwrite or otherwise destroy
each Report (and the Reported Information upon which such Report is based) on the
expiration of the term of this Agreement or earlier termination in accordance herewith.
EthicsPoint hereby covenants to deliver to Fort Worth, and to allow Fort Worth to copy and
retain for its own use, any and all Reports, (and the Reported Information upon which any
such Report is based), to the extent practicable in electronic form prior to purging,
overwriting or otherwise destroying any such Report or Reported Information. Upon the
expiration or termination of this Agreement, and at Fort Worth's request, EthicsPoint shall
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provide Fort Worth copies, in CSV File, of Reports and Reported Information existing on
EthicsPoint's servers, and Fort Worth shall be responsible for all reasonable costs associated
with providing such Reports and Reported Information, including costs associated with
mailing (first class, restricted delivery) such CSV File. Fort Worth acknowledges and agrees
that EthicsPoint shall have no responsibility or liability for purging, overwriting or otherwise
destroying a Report (or the Reported Information upon which such Report is based) in
accordance with the terms of this Section 2.2.
3. FEES. Fort Worth shall pay for the Services in accordance with the pricing schedule and
payment terms set forth in Schedule A.
4. EMPLOYEE VERIFICATION. Fort Worth shall provide, upon EthicsPoint's request and no
more often than annually, a properly endorsed corporate officer's certificate, annual report or similar
documentation which discloses the actual number of Fort Worth's employees.
5. TERM. This Agreement shall commence upon the date last executed by all Parties
('Effective Date") and continue for a period of one year (the "Initial Term'. This Agreement will
automatically renew annually for two (2) successive one (1) year terms (each a "Renewal Term")
upon payment of the appropriate fee, unless either Party gives written notice to the other Party, not
less than thirty (30) days prior to the expiration of the Term, that it chooses not to renew this
Agreement. "Term," as used in this Agreement, shall include the Initial Term and any subsequent
Renewal Term(s).
6. TERMINATION.
6.1 In the event of a material breach of this Agreement by either Party that is not cured
within thirty (30) days after written notice, in accordance with the terms of this Agreement
with said notice describing the nature of the breach, the non-breaching Party may terminate
this Agreement. In the event of a breach of Section 3 or Section 12 hereof, Fort Worth or
EthicsPoint, as the case may be, may terminate the Services upon ten (10) days' written
notice to the breaching Party.
6.2 Either Party may immediately terminate this Agreement in the event that: (a) the
other Party becomes insolvent or makes a general assignment for the benefit of creditors, (b)
the other Party admits in writing the inability to pay debts as they mature, (c) a trustee or
receiver is appointed by any court with respect to the other Party or any substantial part of
the other Party's assets, or (d) an action is taken by or against the other Parry under any
bankruptcy or insolvency laws or laws relating to the relief of debtors.
6.3 Fort Worth may terminate this Agreement without cause (termination for
convenience) upon 30 days written notice to EthicsPoint.
7. RESTRICTIONS ON USE. Fort Worth shall not copy, modify, adapt, decrypt, decompile,
reverse engineer or disassemble any component of the Proprietary Processes. In addition, Fort
Worth shall not sell, loan, lease, sublease, sublicense, transfer, distribute or dispose of same, without
the prior written consent of EthicsPoint or unless otherwise permitted by the terms of this
Agreement.
8. OWNERSHIP.
8.1 EthicsPoint. Other than the rights conferred to Fort Worth in this Agreement, all
trademarks, service marks, patents, copyrights, trade secrets and other proprietary rights of
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EthicsPoint in or related to the Proprietary Processes and Services are and will remain the
exclusive property of EthicsPoint or its licensors, whether or not specifically recognized or
perfected under applicable law.
8.2 Fort Worth. Notwithstanding the termination or expiration of this Agreement, Fort
Worth will be the owner of any and all right, title and interest in and to any and all Reports
and Reported Information. EthicsPoint will have no rights in such Reports or Reported
information. Other than the rights conferred to EthicsPoint in this Agreement, all trademarks,
service marks, patents, copyrights, trade secrets and other proprietary rights of Fort Worth
are and will remain the exclusive property of Fort Worth or its licensors, whether or not
specifically recognized or perfected under applicable law.
9. CONFIDENTIALITY.
9.1 During the Term of this Agreement, EthicsPoint will have access to Confidential
Information of Fort Worth. EthicsPoint shall use the Confidential Information of Fort Worth
solely for the purpose of fulfilling its obligations to Fort Worth hereunder. EthicsPoint agrees
that any and all Confidential Information of Fort Worth and any physical embodiments
thereof, in whatever form, are Fort Worth's sole property, are to be held in strict confidence
and shall not be disclosed by EthicsPoint or any of its employees or agents to any third party,
including any governmental authority, without the express written consent of Fort Worth,
unless otherwise required by law. EthicsPoint shall take all steps reasonably necessary to
maintain in confidence all Confidential Information of Fort Worth. EthicsPoint agrees to notify
Fort Worth in the event of any actual or threatened breach of this Section 9.1, and shall
provide Fort Worth with such information and assistance pertaining thereto as Fort Worth
may reasonably request, and shall take all reasonably necessary and appropriate actions to
restrain any and all use or further continuing use or disclosure of such Confidential
Information.
9.2 Confidential Information of a Party shall remain the sole property of such Party and
shall be held in the strictest of confidence by the receiving Party. Upon the expiration or
termination of this Agreement, or otherwise upon request, each Party shall promptly return
to the other Party all Confidential Information in tangible form (including copies) or certify
that such Confidential Information is destroyed.
10. WARRANTIES.
10.1 EthicsPoint Warranties.
10.1.1 EthicsPoint warrants that it will provide the Services in a professional manner
and with the degree of skill, care and judgment normally exercised by recognized
professional firms performing similar services.
10.1.2 EthicsPoint warrants that it will exercise commercially reasonable efforts to
make Reports available to Fort Worth in the English language: (a) within 12 hours of
receipt, for Reports submitted by a Reporter in English and Spanish; and (b) within
48 hours (excluding weekends and United States national holidays) of receipt, for
Reports submitted by a Reporter in any language other than English or Spanish.
10.1.3 ETHICSPOINT WARRANTS THAT, DURING THE TERM OF THIS AGREEMENT,
THE SERVICES WILL CONFORM TO ITS DOCUMENTATION AND SPECIFICATIONS
WHEN USED IN COMPLIANCE WITH SUCH DOCUMENTATION. EXCEPT AS
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EXPRESSSLY PROVIDED OTHERWISE IN THIS AGREEMENT, ETHICSPOINT
PROVIDES THE SERVICES "AS IS," WITH ALL FAULTS, AND DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED. The terms "Documentation" and
"Specification,"as used herein, include EthicsPoint's Network Continuity and Security
Implementation plan as may be modified from time to time, and EthicsPoint's User
Manuals as may be updated from time to time.
10.1.4 EthicsPoint warrants that the Proprietary Processes and Services are
designed to assure the anonymity of each Reporter's identity.
10.1.5 ETHICSPOINT REPRESENTS AND WARRANTS THAT NONE OF THE
PROPRIETARY PROCESSES OR SERVICES INFRINGE OR MISAPPROPRIATE ANY
RIGHTS OF ANY THIRD PARTY.
10.1.6 ETHICSPOINT DOES NOT WARRANT THAT THE SERVICES MEET THE
SPECIFIC REQUIREMENTS OF ANY FEDERAL, STATE OR LOCAL LAWS THAT MAY
REQUIRE THE PROVISION OF POLICIES AND/OR PROCEDURES FOR THE
CONFIDENTIAL REPORTING OF CIVIL, CRIMINAL OR OTHER VIOLATIONS.
HOWEVER, IF FORT WORTH INFORMS ETHICSPOINT THAT SUCH SERVICES ARE IN
VIOLATION, THEN ETHICSPOINT AGREES TO TAKE THE NECESSARY STEPS TO
COMPLY WITH SUCH FEDERAL, STATE OR LOCAL LAW.
10.1.7 EthicsPoint represents and warrants that it consistently tests for and protects
its website and systems used to provide the Services against viruses and other
harmful elements designed to disrupt the orderly operation of, or impair the integrity
of such website and systems.
10.2 Fort Worth Warranty.
FORT WORTH WARRANTS TO ETHICSPOINT THAT FORT WORTH OWNS OR
OTHERWISE POSSESSES THE NECESSARY RIGHTS TO ANY AND ALL TEXT,
GRAPHICS AND/OR AUDIO, INCLUDING ANY AND ALL TRADEMARKS OR
COPYRIGHTED MATERIALS PROVIDED BY FORT WORTH (TOGETHER "CONTENT'
FOR WEBPAGES AND THAT ANY CONTENT PROVIDED TO ETHICSPOINT MAY BE
COPIED, MODIFIED AND/OR DISPLAYED, WITH PRIOR APPROVAL BY FORT
WORTH, ON THE INTERNET SOLELY FOR PURPOSES OF ETHICSPOINT'S
PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT. FORT WORTH
FURTHER WARRANTS THAT THE COPYING, MODIFICATION AND/OR DISPLAY OF
THE CONTENT WILL NOT INFRINGE THE TRADEMARK, TRADE DRESS, COPYRIGHT,
PRIVACY AND/OR PUBLICITY RIGHTS OF ANY THIRD PARTY. THIS WARRANTY
SHALL NOT APPLY TO ANY INFORMATION SUPPLIED BY PERSONS REPORTING
INCIDENTS THROUGH THE SYSTEM AND THIS AGREEMENT.
11. LIMITATION OF LIABILITY/LIMITATION OF DAMAGES.
11.1 Limitation of Liability. EthicsPoint shall have no liability to Fort Worth as a result
of any Report received, any false, unfounded, unsubstantiated or misleading Report, or any
Report containing allegations, threats or warnings of danger (whether imminent or otherwise)
to life or property, unless EthicsPoint is negligent, demonstrates malfeasance or intentional
misconduct in taking the Report.
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11.2 Limitation of Damages.
(a) In no event shall either Party be liable to the other Party for any
consequential, indirect, special, punitive or incidental damages for any claims arising
out of or in connection with this Agreement, whether in contract, tort (including
negligence or breach of statutory duty) or warranty, or on any other legal or
equitable grounds, even if such Party has been advised of the possibility of such
losses or damages.
(b) Except as expressly provided otherwise in this Agreement and except as
resulting from the gross negligence, intentional misconduct, or breach of
Confidentiality of EthicsPoint, (including its agents and employees), in no event shall
EthicsPoint or its officers, directors, employees, agents, licensors, or representatives
be liable to Fort Worth or Fort Worth's officers, directors, shareholders, employees,
agents, licensors or representatives for any losses or damages arising out of or in
connection with this Agreement in an amount exceeding ten times the total amount
of fees paid to EthicsPoint by Fort Worth hereunder during the then current Term of
this Agreement.
11.3 The limitation of liability and damages set forth in Sections 11.2(a) and 11.2 (b) do
not apply to: (a) claims, liabilities, and expenses arising from either Party's gross negligence,
bad faith or intentional misconduct or(b) EthicsPoint's breach of the obligations set forth in
Section 9 (Confidentiality) of the Agreement.
11.4 WITHOUT LIMITING THE FOREGOING, THE PARTIES AGREE THAT IF ANY REMEDY
HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL
LIMITATIONS OF LIABILITY AND EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH
IN THIS AGREEMENT SHALL REMAIN IN EFFECT.
12. RESPONSIBILITY FOR ACTIONS. Fort Worth is responsible for its own negligence, gross
negligence, willful misconduct or legal wrongdoing in any way connected with the performance of
any work under this Agreement which results in claims or liabilities, penalties, costs or expenses to
the extent allowed by law. EthicsPoint is responsible for its own negligence, gross negligence, willful
misconduct or legal wrongdoing in any way connected with the performance of any work under this
Agreement which results in claims or liabilities, penalties, costs or expenses.
13. NOTICE. All notices and other communications under or in connection with this Agreement
shall be in writing and shall be deemed given to each Party at the addresses first written above: (a) if
delivered personally (including by overnight express or messenger), upon delivery; (b) if delivered by
registered or certified mail (return receipt requested), upon the earlier of actual delivery or three
days after being mailed; or (c) if given by facsimile, upon confirmation of transmission by facsimile.
14. FORCE MAJEURE. Neither Party will be in default or liable for breach of this Agreement in
the event that such Party is unable to perform its obligations under this Agreement due to war, acts
of terrorism, strikes, labor disturbances, lockout, riot, fire, flood, outside electrical failure, outside
telecommunications facilities failure, computer virus (but only to the extent that such computer virus
would be considered outside of the scope of viruses generally preventable pursuant to EthicsPoint's
obligations in Section 10.1.7), acts of God or the public enemy, or other cause that is similarly
beyond their reasonable ability to control.
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15. PUBLICITY. Fort Worth's Rights. Fort Worth may use EthicsPoint's name in press
releases announcing that Fort Worth uses EthicsPoint's Services and in communications with its
employees, directors, officers, agents, and authorized representatives.
16. ASSIGNMENT. Upon written notice to the non-assigning Party, either Party may assign this
Agreement, to an affiliate, a successor in connection with a merger, acquisition, or consolidation, or
to the purchaser in connection with the sale of all or substantially all of the assigning Party's assets.
Any other attempted assignment, absent the non-assigning Party's prior written consent, is void. In
no event shall EthicsPoint have any obligation to make the Services available to more employees than
the number specified in Schedule A at the price set forth therein. Upon any assignment increasing
the number of employees to whom EthicsPoint makes the Services available, EthicsPoint may invoice
Fort Worth for an amount equal to the number of additional employees multiplied by the then current
per employee rate adjusted for the months remaining in the Term then in effect. In the event Fort
Worth assigns its rights under this Agreement to an Affiliate or a successor who is or has an interest
in a business which provides services substantially similar to EthicsPoint's, this Agreement may be
terminated. Subject to the foregoing restrictions on assignment, this Agreement shall be binding
upon and inure to the benefit of the Parties and their respective successors and assigns.
17. MISCELLANEOUS.
17.1 Severability. In the event a court of competent jurisdiction finds any portion of this
Agreement to be void or unenforceable, in whole or in part, as written, Fort Worth and
EthicsPoint intend that: (a) that portion of this Agreement shall be enforced to the extent
permitted by law, and (b) such finding will not affect the validity of the remaining provisions
of this Agreement.
17.2 Survival. The terms and conditions of this Agreement which by their nature require
performance by either Party after the termination or expiration of this Agreement, including,
but not limited to, limitations of liability, exclusions of damages, indemnity, and
confidentiality provisions will be and remain enforceable notwithstanding such termination or
expiration of the Agreement for any reason whatsoever.
17.3 Governing Law. This Agreement will be governed by and construed in accordance
with the laws of the State of Texas without regard to its conflicts of law principles.
17.4 Entire Agreement. This Agreement constitutes the entire Agreement between the
Parties with respect to EthicsPoint's Services, and supersedes all prior and contemporaneous
communications, understandings or agreements, whether oral or written, with respect to
EthicsPoint's Services. No amendment or modification of this Agreement shall be effective
unless it is in writing and signed by the Parties.
17.5 Third Party Beneficiaries. Except as expressly provided otherwise in this
Agreement, nothing in this Agreement shall be construed to give any person or entity other
than the Parties hereto any legal or equitable claim, right or remedy; rather, this Agreement
is intended to be for the sole and exclusive benefit of the Parties.
17.6 Counterparts. This Agreement may be executed in any number of counterparts, all
of which taken together shall constitute one single Agreement between the Parties. The
Parties may execute this Agreement by an exchange of faxed signed copies hereof. In the
event of such an exchange, this Agreement shall become binding and any faxed signed
copies shall have the same effect of an original executed copy.
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17.7 Headings. Section headings are used in this Agreement for convenience only and
shall not affect the meaning of any provision of this Agreement.
17.8 No Waiver of Breach. No failure on the part of either Party hereto to exercise, and
no delay in exercising, any right, remedy, or power under this Agreement shall operate as a
waiver thereof. Nor shall any single or partial exercise of any such right, remedy or power
preclude any other or further exercise of any other right, remedy, or power. No waiver shall
be valid unless it is in writing and signed by the Party to be bound thereby.
17.9 No Partnership Intended. EthicsPoint is an independent contractor and not a
partner or agent of Fort Worth. This Agreement shall not be interpreted or construed as
creating or evidencing any partnership or agency between the Parties or as imposing any
partnership or agency obligation or liability upon either Party. Further, neither Party is
authorized to, and will not, enter into any agreement, contract or commitment, nor incur any
obligation or liability in the name of or otherwise on behalf of the other Party.
17.10 Currency. All fees associated with the Services are stated in United States Dollars.
All payments for fees shall be made in United States Dollars.
17.11 Authority to Execute. Each person executing this Agreement on behalf of Fort
Worth and EthicsPoint, respectively, warrants his or her authority to do so.
17.12 Right to Audit. EthicsPoint agrees that Fort Worth shall, until the expiration of
three (3) years after final payment under this Agreement, have access to and the right to
examine at reasonable times any directly pertinent books, documents, papers and records of
the EthicsPoint involving transactions relating to this Agreement. EthicsPoint agrees that Fort
Worth shall have access during normal working hours to all necessary EthicsPoint facilities
and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this section. Fort Worth shall give EthicsPoint reasonable
advance notice of intended audits. EthicsPoint further agrees to include in all its
subcontractor agreements hereunder a provision to the effect that the subcontractor agrees
that Fort Worth shall, until expiration of three (3) years after final payment of the
subcontract, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of such subcontractor involving transactions
related to the subcontract, and further that Fort Worth shall have access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this paragraph.
Fort Worth shall give subcontractor reasonable notice of intended audits.
18. INSURANCE
EthicsPoint shall provide Fort Worth with certificate(s) of insurance documenting policies of
the following minimum coverage limits that are to be in effect prior to commencement of any work
pursuant to this Agreement:
18.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
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$1,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Property damage
$500,000 Bodily injury per person per occurrence
Coverage shall be on any vehicle used by EthicsPoint, its employees, agents,
representatives in the course of the providing services under this
Agreement. "Any vehicle"shall be any vehicle owned, hired and non-owned
(c) Worker's Compensation
Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease- per each employee
$500,000 Disease - policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with
statutory benefits outlined in the Texas workers'Compensation Act (Art. 8308 — 1.01
et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of
$100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and
$100,000 per disease per employee
(d) Technology Liability (Errors &Omissions)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Technology coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Technology E&O. Either is acceptable if coverage meets all other
requirements. Coverage shall be claims-made, and maintained for the
duration of the contractual agreement and for two (2) years following
completion of services provided. An annual certificate of insurance shall be
submitted to Fort Worth to evidence coverage.
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18.2 Certificates.
Certificates of Insurance evidencing that EthicsPoint has obtained all
required insurance shall be delivered to Fort Worth prior to EthicsPoint proceeding
with any work pursuant to this Agreement. All policies shall be endorsed to name
Fort Worth as an additional insured thereon, as its interests may appear. The term
Fort Worth shall include its employees, officers, officials, agent, and volunteers in
respect to the contracted services. Any failure on the part of Fort Worth to request
required insurance documentation shall not constitute a waiver of the insurance
requirement. A minimum of thirty (30) days notice of cancellation or reduction in
limits of coverage shall be provided to Fort Worth. Ten (10) days notice shall be
acceptable in the event of non-payment of premium. Such terms shall be endorsed
onto EthicsPoint's insurance policies. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the Fort
Worth Attorney at the same address.
AGREED TO:
ETHICSPOI , INCa
APPROVED
By EthicsPoint Legal
Tint Name: /�M (tea i,� By: 44
Title: e t�=� C c.�&j CA� {��a4e �ec��cr.� fiat : ��j 0-7
Date: (3 i /O~1
CITY OF FORT WORTH:
ACCEPTED: ATTEST:
By: By:
)o ani ua Marty Hendrix
As sta Manager City Secretary
Date: Date: fit 1,64
APPROVED AS TO FORM AND LEGALITY: CONTRACT AUTHORIZATION:
$y: M&C: None Required
Malesh4 B. Farmer
Assistant City Attorney f1v1� WORD
SHIP
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City of _
SCHEDULE A
PRICING&TERMS OF SERVICES
I. CONTACT INFORMATION
Fort Worth Authorized Officer- Name: Joe Paniagua
Fort Worth Authorized Officer- Title: Assistant City Manager
Fort Worth Authorized Officer-Telephone: 817-392-6191
Fort Worth Authorized Officer- Email: Joe.Paniagua@fortworthgov.org
Fort Worth Administrator- Name: Kenneth W. Dean
Fort Worth Administrator—Title: Lieutenant
Fort Worth Administrator—Telephone: 817-392-6280
Fort Worth Administrator— Email: Kenneth.W.Dean@fortworthgov.org
II. SERVICES
A. EthicsPoint@ Reporting System
The EthicsPoint Reporting System C'EPRS'� is a 24 hour a day, 365 days a year confidential
and anonymous reporting system that includes integrated telephony, with secure Web and
internal intake, Report distribution and management, Reporter follow-up capabilities and
trend analysis.
B. EthicsPoint@ Advanced Analytics
EthicsPoint Advanced Analytics ("EPAA") provides a single interface for analyzing real-time
data from selected EthicsPoint systems to enable Fort Worth to create accurate, up-to-date
charts, tables and analysis summaries.
III. EPRS Fees
A. EthicsPoint Reporting System
The EPRS Annual Service Fee is based on Fort Worth's representation that it has
5,900 employees who will have access to the Services at all locations, at the rate of
$1.15 per employee. The EPRS Annual Service Fee is subject to modification upon
an increase or decrease in the number of Fort Worth's employees by 10% or more at
the $1.15 per employee rate for the first Renewal Term. For any Renewal Term
after the first two (2) years of service, the EPRS Annual Service Fee shall be subject
to modification upon an increase or decrease in the number of Fort Worth's
employees by 10% or more at the then per employee rate of the current GSA price
list.
EPRS Annual Service Fee$6,785.00
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EPRS INITIAL SET-UP
Service Includes:
Telephony:
1. Standard EthicsPoint Risk Categories;
2. Customized Greeting &standard Call Center Script;
3. Dedicated Toll Free number
Web:
1. Standard organization specific EthicsPoint landing page (Risk Categories Page)
template in English;
2. Standard EthicsPoint Risk Categories;
Training:
1. Project Management throughout implementation;
2. Implementation of best practice issue categories, telephony setup, questions, and
notification structure. In that regard, EthicsPoint has established a list of general
areas of risk in alignment with SOX specifications and several other commonly
defined incident types used to manage risk across different departments of an
organization (i.e. Audit, Legal, Human Resources, Finance, etc.). We will provide
examples of what others in your industry are doing and how to effectively align your
reporting system to best meet your needs.
3. Access to presentation documents for internal training purposes that may be
downloaded by Fort Worth at no additional charge;
4. Two (2) hours of web-based system training. Typically one (1) hour for system
administrators and one (1) hour for designated report recipients.
EPRS Initial Set-up and Implementation Cost$included
Annual Maintenance for Fort Worth landing page if accepted below is $500.00 per
year for each twelve month period following the initial twelve month period of
service.
Maintenance includes changes to landing page text, attached documents, logos or
graphics. Requests that alter the layout of landing page or change the functionality
of the EPRS will be individually evaluated and additional fees may apply.
RhicsPoint Services Agreement Page 13 of 16
City of Fort Worth SrvsAgmt FINAL(1)
IV. EPRS OPTIONAL FEES
DESCRIPTION COST SELECTED
Telephony Options
Transfer Existing 800# (Included in initial Set up)
International Telephony (AT&T Direct or ITFS)
Custom Greeting in English
Interpretation of Custom Greeting in these languages: $TBD
Price TBD
Monthly Call Management System Report with Redirect Information $250 per year.
This report documents all calls coming into the hotline that do not result in an actionable
Report (as defined in this Agreement). EPRS can track the date and time calls are
received along with a call summary.
Website Options
Custom Landing Page: Consists of multiple web pages that contain graphics, logos, colors, $2,000.00
and attachments to help create a look and feel that more closely identifies your
organization's relationship with EthicsPoint. Cost: $2,000 one-time set up fee
Location Database
Multi-Tier Set-up
International Dialing Instructions Presented on secondary HTML page
Translation Fees for landing page, issue type(s) and question(s) Spanish $TBD
Price $1000 one time if EP translates, $500 one time if City of Fort Worth
translates the English version
Set Up and Training Options
Custom Violation Categories
$250/issue category
Custom Questions added to Reporting Form
$50 set-up per question/ per violation category
Development Fees to Load Translations into EthicsPoint database
$150 for non character languages and $250 for character languages
Data conversion. Transfer existing Organization report data from legacy system.
Estimated conversion requirements and fees defined during implementation. $95 per
hour
On-site Training (excluding travel and expenses)
$500 per day
Additional Training (web and telephone)
$150 per hour
Total Optional Fees $0.00
*Translation Fees—pricing for translations will be finalized during implementation
once the final English language verbiage specific to landing page, issue types, and/or
questions has been defined.
EthicsPoint Services Agreement Page 14 of 16
City of fort Worth 5rvs4gmt FINAL(1)
V. EPAA Fees
Service Includes:
1. A library of pre-formatted reports, which allow Fort Worth to analyze data based
on key performance and metrics.
2. Ad Hoc analysis feature allowing users to query for data matching specific
selection criteria and allowing tabular data to be exported to Excel for further
analysis.
3. Personal library to store reports with pre-determined parameters and settings,
allowing Fort Worth to quickly run reports that necessitate a time-frame comparison
(i.e. this week compared to last week).
4. Analytic reports are presented in two styles:
• Tabular, which presents information in columnar layout and
• Graphical, which presents the information in pie and bar chart
formats.
EPAA Annual Service Fee included
Total EPRS Fees$6,785.00
Total EPAA Fees$00.00
GRAND TOTAL $6,785.00
THE ANNUAL AGREEMENT AMOUNT SHALL NOT EXCEED $10,000.00 INCLUDING ON-
GOING SERVICE FEES.
VI. ON-GOING SERVICE FEES
A. Report Translations and Interpretations — Translations relate to Reports
submitted by a Reporter via the Internet, in a language other than English, and
which must be translated into the English language prior to dispatch to Fort Worth.
Interpretations relate to Reports submitted by a Reporter via telephone which are in
a language other than English and that are interpreted into the English language
during the course of submission of such Report. EthicsPoint will provide, without
charge, English language translations for Reports received by EthicsPoint in the
Spanish language, provided the percentage of Fort Worth's employees speaking
Spanish as a primary language does not increase above 25% of Fort Worth's total
employee count. EthicsPoint will charge Fort Worth its direct costs (with no mark-
up), for English language translations and interpretations of Reports received in all
languages other than English and Spanish, as charged by EthicsPoint's affinity
language partner(s), based on the size and language of the Report. EthicsPoint will
exercise commercially reasonable efforts to provide translated Reports in accordance
with Section 10.2 of this Agreement, and will notify Fort Worth Administrator if
complications or delays in translation arise.
B. EthicsChat— EthicsChat is EthicsPoint's proprietary Web-based service which allows
live two way dialogue between a Reporter and Fort Worth, while maintaining
Reporter anonymity through text chat which is hosted on EthicsPoint's servers.
EthicsChat services will be included at no charge. If an EthicsPoint Call Center
Specialist is involved in an EthicsChat session, Fort Worth will be charged $100.00
EthicsPoint Services Agreement Page 15 of 16
City of Fort Worth SrvsAgmt FINAL(1)
per hour, billed in fifteen (15) minute increments. Additional interpretative charges
may apply. Notwithstanding the foregoing, however, EthicsPoint will not engage an
EthicsPoint Call Center Specialist in any instances unless such engagement is
approved in advance and in writing by Fort Worth's System Administrator.
VII. GENERAL PAYMENT TERMS
A. Payment. All fees for Services for the Initial Term agreed to under this Schedule A
are due (1) fifty percent (50%) upon the execution of this Services Agreement, and
(2) fifty percent (50%) - upon Go Live of the Services and receipt of a valid invoice.
All fees for Services and for any Renewal Term agreed to under this Schedule A shall
be invoiced to Fort Worth at least thirty (30) days prior to the Renewal date and fees
shall be due upon Fort Worth's receipt of such invoice. Any amounts more than
thirty (30) days past due shall accrue interest on a daily basis pro rata, at the rate of
1% per month. Fort Worth understands that EthicsPoint reserves the right, in its
sole discretion, to withhold providing Reports, or to cut-off Fort Worth's access to
EthicsPoint's website, at EthicsPoint's option, if Fort Worth's account is more than
thirty (30) days past due, provided it gives Fort Worth a ten (10) day written notice.
B. Taxes. Fort Worth is a tax exempt entity and should not be subject to any taxes
pursuant to this Agreement. Evidence of such tax exempt status will be provided to
EthicsPoint upon request. In the event Fort Worth ceases to be a tax exempt entity,
Fort Worth agrees to pay all taxes (foreign, federal, state, or local sales, excise, use,
or similar taxes.) properly levied at such time.
Ethic 5Point Services Agreement Page 16 of 16
City of Fort Worth SrvsAgmt f1NAL(1)
Description of
ethics-spoint EthicsPoint Reporting System
Reporting System Structure Report System Database
• Hosted application available via the Internet • Client-specific database for all report
and accessed through a standard Web information whether taken via phone or Web
browser application;secure log in with • All data encrypted with 128-bit SSL
different permission levels for administrators encryption technology;no cookie storage or
and other user types tracking
• 17 most common issue/violation categories • Multiple silos within the database so different
and definitions that drive call intake scripts, divisions/departments/units can work
web forms,report distribution,and analytical independently but transfer cases across silos if
data are standard.Option to add more desired
categories or customize definitions at any time • Login username and password database
• Option to incorporate tiers and silos into the encrypted with 128-bit SSL encryption
system structure to match organizational technology
structure or executive reporting needs • Customizable storage options to meet specific
(functional levels,business units,kinds of document retention requirements
issues,etc.)
Report Intake Call Center User Management/Report Distribution
• Ability to assign roles to system users that
• In-house call center staffed with college- enable specific functionality(administrator,
degreed Call Intake Specialists report recipient,Audit Committee member)
• Globally accessible 24x7x365 • Ability for Administrator to manage users,
• Live telephone interpretation support for 120 user profiles,passwords,report distribution
languages matrix,and alert levels
• Client-specific call scripts and dynamic issue- • Ability to add and delete users from system
specific screens prompts • Customized distribution of reports based on
• No caller identification information received client-controlled report characteristics(dollar
ensures anonymity of calls value,location,issue)
• Toll-free international calling • Immediate dispatch of alerts to pre-selected
• Secure access facility individuals based on report characteristics
Web-based Report Intake System Follow-up with Reporter
• Client-specific pages reflect appropriate • Anonymous two-way dialogue with reporters
branding,policies,and instructions available through web-based discussion
• Globally accessible 24x7x365 strings
• Easy-to-use Web forms replicate the phone • Real-time dialogue with reporters available
interview questions;dynamically-driven through secure,anonymous Web chat
questions guide the user through a highly technology
relevant interview process • Ability for reporter to upload documents to
• Web-forms with standard issues,definitions attach to a report
and questions available in 25 languages;
translation into other languages and Report Management
translation of customized issues,definitions . "Inbox"that highlights new or changed
and questions is available
reports with link to report for quick access
• No use of tracking technologies ensures • Report history that tracks every interaction
anonymity of reports
with a report by a reporter or report reviewer
• All data transmitted with 128-bit SSL
encryption(VerisignTM certified)
Descdption 1f Services: EthicsPoint Reporting
• Reminder system that triggers email alerts Customer Support
regarding tasks to be completed associated
Comprehensive user guides with versions for
with reports
administrators and report recipients
• Ability to view and change report status and
issue type report • Comprehensive online help available from
every section of the Reporting System
• Ability to assign a resolution status and notes
for each report Customer support available through a
designated EthicsPoint Client Services
• Ability to add follow-up notes and questions to Representative
the report to be addressed by the reporter • Professionally-designed,customizable
• Ability to add collaborative notes and materials that can be used to roll-out the
questions to the report to be addressed by program to stakeholders
other report reviewers • Ability to participate in user groups,training
• Ability to share reports with temporary users seminars and surveys that influence service
who are granted access to the system design
• Ability to print and download report
information
Analysis of System Activity
• Summary of your organization's report history
by issue type
• Ability to filter the analysis data by specific
date range
• Ability to specify parameters for a more
detailed view of reports,including subset of
business units or functional levels,issue type
and date range
• Summary tables and charts displaying number
of reports by language,implication of
management,source,management awareness,
report intake method,duration of infraction,
request for anonymity,and severity level
• Printable views of tables and charts
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Description
sepoint
ethic EthicsPoint Advanced Analytics
Application Features Administration Features
• On-demand application accessible 24x7x365 Administrator-defined access roles
with an uptime that has exceeded 99.9%
• Summary of organization's cases, Customer Support
displaying percentage break-down of cases
• Quarterly product updates and new
by issue type,status,source of awareness, features
tier,outcome,and other variables Access to user groups,training seminars,
• Summary of case management activity, and surveys that influence training and
including summary of tasks by assignee, product
status,and priority
• Printable views of various charts System Structure
• Presentation-ready charts and tables can be 0All communications secured using 128-bit
exported to MS Excel SSL encryption sessions
• N-Tier architecture provides segregation of
• Over 15 standard performance, systems and added levels of security
management,and summary reports Hosted in a top-tier data center facility
included 0 Active monitoring and notification of all
• Performance Reports provide perspective critical systems
on the effectiveness of an organizations
ethics and compliance program
• Store custom,ad-hoc reports for later use
Primary Report Filtering Options
Advanced Analytics supports filtering on:
• Location,operational units,divisions,
regions,and other criteria
• Key report dates and date ranges
• Primary and secondary issues
• Case outcomes,actions,and policy/
controls s
• Assignees
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• Participant role(s)and outcome(s)
• Status and priority
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info.ethicspoint.com 1 1-866-297-0224 sales®ethicspoint.com