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HomeMy WebLinkAbout24-126 - NAVEX Global Inc - Employee Investigations Hotline114C7e11111111►1011.4kTi/AIII16101 CUSTOMER INFORMATION: Name: City of Tukwila ("Customer" or "Client") Address: 6200 Southcenter BLVD Tukwila, WA 98188 United States .1114 1.4101r�7:7��i/e��L�7► Entity: Customer Type: Order Form Effective Date SERVICES INFORMATION 24-126 Council Approval N/A ORDER FORM 672461 BILLING INFORMATION: Contact Name: Tiffany (TC) Croone Address: 6200 Southcenter BLVD Tukwila, WA 98188 United States Email: tc.croone@tukwilawa.gov Phone: 206-886-6390 NAVEX Global, Inc., a Delaware corporation ("NAVEX") New Business Date of last signature SUB -TOTALS: $2,903.83 $0.00 $2,903.83 ------------------------------------ TOTAL FEES DUE NOW: $2,903 83 5885 Meadows Road, Suite 500, Lake Oswego, OR 97035 1 Toll Free: 1 (866) 297-0224 Confidential © 2022 NAVEX Global, Inc. All rights reserved. Ref.: 0I-000672461 Page 1 of 6 IV. ADDITIONALTERMS 1. The Term shall begin on the Order Form Effective Date and run for 3 years (the "Initial Term"). 2. All Fees detailed herein will be invoiced upon execution of this Order Form and Customer shall remit payment within 30 days of said invoice's date. 3. All Fees for subsequent years will be invoiced to Customer at least 60 days prior to the start of the upcoming year and will be due by the start of such year. 4. Annual Fees will be fixed for a period of 12 months from the Order Form Effective Date. Thereafter, NAVEX may increase Annual Fees not more than once per year during the Initial Term by providing 60 days prior written notification of the increase. During the Initial Term, any such increase in Annual Fees shall not be more than 7% annually. 5. Each subscription will automatically renew for successive 1 -year periods (each a "Renewal Term"). However, either party may elect to not renew by providing written notification to the other party at least 30 days prior to the start of a Renewal Term. 6. NAVEX may increase annual fees applicable to a Renewal Term by providing written notification of the increase at least 60 days prior to the start of the Renewal Term. 7. All prices are in U.S. Dollars. 8. AMENDMENT TO THE AGREEMENT a. NAVEX and Customer hereby agree that the terms of the Agreement (as defined and hyperlinked below) shall be amended as follows: Section 11.0 of the Agreement, shall be deleted in its entirety and replaced with the following: "Governing Law. Any dispute between the parties related to the Agreement will be governed by the substantive and procedural rules of Washington, without regard to conflict of law principles. The parties agree that the Uniform Computer Information Transactions Act shall not apply to the Agreement. 1. DESCRIPTION OF SERVICES. Hotline - Per Employee Subscription Hotline Subscription - NAVEX's Hotline has been designed to enable your employees to easily and confidentially report any issue or instance of misconduct. The Contact Center is globally accessible 24/7/365 with system availability ensured by end-to-end network redundancy, scalability, and reliability. While the majority of non-English language calls are serviced with greater than 98% interpreter availability, global demand for specific languages can occasionally peak beyond interpreter supply. If an interpreter cannot be obtained, callers will be given the option to report their concern in English. Live telephone language interpretation is available in 150+ languages at no additional cost. Customer understands that NAVEX will (i) automatically provide English language translations of web Reports and follow-up information received in non-English languages; and (ii) automatically translate Customer responses to Reports into the language in which the associated Report was originally received. Translations incur additional fees which will be invoiced monthly in arears at $0.35 per word with a minimum fee of $120 per translation. Translation of Web Intake Pages and Reports Forms incur additional fees and are priced separately. The annual subscription supports unlimited reports via web, telephone, or internal to the case management software. Customer may provide covered employees with access to the reporting features of the Hotline. The number of covered employees is represented by the quantity of the Hotline — Per Employee Subscription set forth in the table above. If EU hosted: Calls will be serviced by NAVEX's EU -based Contact Center. Standard Global Telephony Subscription Provisioning and annual maintenance for phone line configuration with international or domestic inbound lines. This includes our pre- configured lines with standard language prompts, menus, and greetings. The Subscription utilizes the following solutions: One -Step 5885 Meadows Road, Suite 500, Lake Oswego, OR 97035 1 Toll Free: 1 (866) 297-0224 Confidential © 2022 NAVEX Global, Inc. All rights reserved. Ref.: 0I-000672461 Page 2 of 6 dialing where the caller will have a single toll-free number for a particular country to access the reporting hotline; Two -Step dialing where the caller will use a two-stage dialing process, first entering a common, country specific access code followed up with a toll-free number to access the reporting hotline; and/or Collect dialing is used where no toll-free option is available for reporting. Customizations are not available on this service. Disclosure Statement: "For callers using One Connect Local dialing, in -Country long distance and/or mobile airtime minutes may apply" Glossary of Line Types: OneConnect (OC) - Available in more than 100 countries, OneConnect is a one-step dialing solution that eliminates the need for access codes and removes the use of English branded messaging in the calling process. The product provides in -country toll-free numbers that are routed to NAVEX that allow callers to access the international reporting program without the need to add international calling plans to landlines and mobile phones. This allows the OneConnect program to have fewer mobile phone restrictions and a more robust dialing enabled community. Dedicated International Toll -Free Service (D-ITFS) - Employers using D-ITFS make it possible for their employees to dial a country -specific toll-free number to reach one of our Contact Centers. There is no special dialing, access code, or operator assistance required. This service is available in over 70 countries and allows for custom automated call treatment. Direct Access (DA) - Direct Access implementations provide a more widely available international toll-free option for access to one of our Contact Centers. To use this service, employees first dial their country -specific access number to connect with our telephony service partner, followed by dialing the customer -specific proprietary toll-free number to connect to one of our Contact Centers. This service is available in 140 countries. It allows for custom automated call treatment and can improve access by mobile phones. WWC — (Worldwide Connect) - WWC is a product based on the Direct Access platform that allows for calls to be identified and treated with custom language options based on country of origin. Calls are made using a two-step dialing process where the caller must first dial the Direct Access code specific to the country where the call is originating followed by the proprietary toll-free number for routing to NAVEX. Global Inbound Service (GIS) - GIS is an additional toll-free option that provides one- or two-step dialing to one of our Contact Centers. GIS can have fewer restrictions for mobile phone access. This service is available in over 130 countries. Collect Calling - Stop -gap for most countries where international toll-free service and other formats are not available. Standard Global Telephony Set-up NAVEX's pre -configured telephony solution which includes: • Our standard telephony setup with our generic greetings, menus, and prompts • Non -branded greeting and notice statement with a pre -configured menu of hotline services • Available in over 200 countries worldwide • Supports over 70 of the most widely used languages • Pre -configured for our fastest implementation timeframe • Standard language bundles for each country with pre-set language defaults • Does not support customer custom configurations, greetings, or prompts NAVEX has established strong relationships with telephony carriers to ensure we can offer global solutions for connecting the employees of your organization with ourtelephony network and contact centers. Our global telephony specialists can guide our customers through the best option suited for servicing their hotline calls based on your geographical footprint and your business needs. Telephony by Country: • United States Call Plan: US Dialing Plan. Greetings: English;Spanish (Latin American) 2. SERVICE TERMS. 2.1. Telephony Connectivity. Communication connectivity is provided by a third -party provider. NAVEX cannot guarantee communication connectivity for all or any available connection sources within a particular country or region. Thus, NAVEX makes no warranties, express or implied, concerning the reliability or functionality of communication connectivity to the Hotline services outside of NAVEX's control. Customer is responsible for conducting in -country connectivity testing for quality assurance, and NAVEX will address 5885 Meadows Road, Suite 500, Lake Oswego, OR 97035 1 Toll Free: 1 (866) 297-0224 Confidential © 2022 NAVEX Global, Inc. All rights reserved. Ref.: 0I-000672461 Page 3 of 6 any service failures identified through this process upon Customer notifying NAVEX and in accordance with the information provided on NAVEX's website: https://www.navex.com/en-us/telephony-availability-report/. 2.2. Compliance With Law. NAVEX's Services are subject to U.S. sanctions laws and Customer is expressly prohibited from making the Services available to any party listed on the Specially Designated Nationals List maintained by the U.S. Department of the Treasury or to any individual prohibited by the current OFAC list (available at http://www.treasury.gov/resource- center/sanctions/Programs/Pages/Programs.aspx). 2.3. SUB -PROCESSORS. Hosting Location: US Customer consents to the use of the applicable sub -processors set forth in the following link: https://www.navex.com/en-us/service- hosting-providers. The foregoing link contains a mechanism to subscribe to notifications of the addition of any new sub -processors for each applicable Service, to which Customer may subscribe. Notwithstanding any provision to the contrary, updates provided via this mechanism shall operate as the notification of changes concerning the addition of any new sub -processors. 1. DESCRIPTION OF SERVICES. EP Incident Management - Foundation Subscription EthicsPoint Incident Management - Foundation is delivered as a baseline single configuration incident management system including foundational case components. Comprised of Standard Web Intake and Mobile Intake for report intake purposes; (2) Dedicated Seat Licenses and (3) Concurrent Seat Licenses; system -level user management; built-in analysis tools including baseline reporting and standard analytics. EthicsPoint Incident Management Foundation initial configuration includes: • Kick-off call to establish key stakeholders, implementation goals, and due dates • NAVEX Administrator/ Usertraining library available via the web • Platform Authentication setup includes Customer's implementation on the NAVEX Platform Authentication and setup of Customer's Administrators • Customers are able to setup their own SSO integration, assistance is available for an additional fee • Included one-time delivery of Mobile Awareness Digital Poster: • Customer shall receive one non -customizable (1) 11 x 17 digital poster per language, delivered as a high-resolution, print -ready, non -editable PDF file • Will include mobile intake URL, QR code and web intake site URL as applicable • Available languages: Chinese (simplified), Dutch, English, French (CA), French (EU), German, Italian, Japanese, Korean, Portuguese (Brazilian), Russian, Spanish (LA), Spanish (EU) • Note: If purchased in conjunction with the Third Party Hotline Subscription, Customer will also receive one (1) non - customizable 8.5 x 11 digital asset per language for third parties • One (1) Letter size (8.5" x 11") design • Mobile intake URL, QR code, and WIS intake site URL • Available languages: Chinese (simplified), Dutch, French (CA), French (EU), German, Italian, Japanese, Korean, Portuguese (Brazilian), Russian, Spanish (LA), Spanish (EU) • Deliverable is high-resolution, non -editable PDF and JPEG files. • Email template for sending to Third parties • NAVEX resources will be assigned to support a six (6) week implementation period starting at the kick-off call to complete configuration items included above Includes access via NAVEX's Platform authentication which provides seamless access to the customer's supported NAVEX solutions. These include EthicsPoint° Incident Management, PolicyTech° Policy & Procedure Management, RiskRate° Enterprise Due Diligence, Disclosures: Disclosure Management, and GRC Insights. Customer may elect to implement any or all Services detailed herein, but Customer must begin implementation of each selected Service within 60 days of the Order Form Effective Date. If Customer requests to begin implementation of any Service after 60 days from the Order Form Effective Date, NAVEX reserves the right to reject Customer's request or to charge additional fees. Fees will not be reduced if Customer chooses not to implement any Services detailed herein. If Customer becomes unresponsive (does not respond to NAVEX email communications for over 7 business days) during implementation period, NAVEX will deliver an EthicsPoint system configured using best practice guidelines. Additional changes or requests made after the implementation period will be scoped and priced separately. If a Professional Services engagement or upgrade is purchased, the Professional Services or upgrade timelines will supersede this one. 5885 Meadows Road, Suite 500, Lake Oswego, OR 97035 1 Toll Free: 1 (866) 297-0224 Confidential © 2022 NAVEX Global, Inc. All rights reserved. Ref.: 0I-000672461 Page 4 of 6 Hotline - Web Intake Site Setup Hotline - Web Intake Site setup includes design and development services to support the creation of a Web Intake Site. Setup includes: • A single English Web Intake Site (translated pages are priced separately) • Web Intake Site and system configuration in response to Customer instructions in the Web Intake Site workbook • One round of edits to Web Intake Site text, layout, and attachments • Note - edits to standard intake questionnaire will require additional scoping • QA and configuration of the Web Intake Site to make live for reporting Customer may elect to implement any or all Services detailed herein, but Customer must begin implementation of each selected Service within 60 days of the Order Form Effective Date. If Customer requests to begin implementation of any Service after 60 days from the Order Form Effective Date, NAVEX reserves the right to reject Customer's request or to charge additional fees. Fees will not be reduced if Customer chooses not to implement any Services detailed herein. If Customer becomes unresponsive (does not respond to NAVEX email communications for over 7 business days) during implementation period, NAVEX will deliver a Web Intake Site configured using best practice guidelines. Additional changes or requests made after the implementation period will be scoped and priced separately. If a Professional Services engagement or upgrade is purchased, the Professional Services or upgrade timelines will supersede this one. EP Incident Management - Foundation Setup EthicsPoint Incident Management Foundation setup includes: • Kick-off call to establish key stakeholders, implementation goals, and due dates • NAVEX Administrator/ Usertraining library available via the web, • Platform Authentication setup includes Customer's implementation on the NAVEX Platform Authentication and setup of Customer's Administrators. • Customers are able to setup their own SSO integration, assistance is available for an additional fee • Included one-time delivery of Mobile Awareness Digital Poster: • Customer shall receive one non -customizable (1) 11 x 17 digital poster per language, delivered as a high-resolution, print -ready, non -editable PDF file. • Will include mobile intake URL, QR code and web intake site URL as applicable. • Available languages: Chinese (simplified), Dutch, English, French (CA), French (EU), German, Italian, Japanese, Korean, Portuguese (Brazilian), Russian, Spanish (LA), Spanish (EU). • Note: If purchased in conjunction with the Third Party Hotline Subscription, Customer will also receive one (1) non - customizable 8.5 x 11 digital asset per language forthird parties • One (1) Letter size (SY x 11") design • Mobile intake URL, QR code, and WIS intake site URL • Available languages: Chinese (simplified), Dutch, French (CA), French (EU), German, Italian, Japanese, Korean, Portuguese (Brazilian), Russian, Spanish (LA), Spanish (EU) • Deliverable is high-resolution, non -editable PDF and JPEG files. • Email template for sending to 3rd parties NAVEX resources will be assigned to support a six (6) week implementation period starting at the kick-off call to complete configuration items included above. Customer may elect to implement any or all Services detailed herein, but Customer must begin implementation of each selected Service within 60 days of the Order Form Effective Date. If Customer requests to begin implementation of any Service after 60 days from the Ord Form Effective Date, NAVEX reserves the right to reject Customer's request or to charge additional fees. Fees will not be reduced if Customer chooses not to implement any Services detailed herein. If Customer becomes unresponsive (does not respond to NAVEX email communications for over 7 business days) during implementation period, NAVEX will deliver an EthicsPoint system configured using best practice guidelines. Additional changes or requests made after the implementation period will be scoped and priced separately. If a Professional Services engagement or upgrade is purchased, the Professional Services or upgrade timelines will supersede this one. 2. SERVICE TERMS. All terms detailed in this section which, by their nature, may apply to the Telephony and Hotline services shall be construed to apply to such services. Unless Customer requests an alternate configuration, Services that collect and/or process User Personally Identifiable Information will include processes and functionality designed to ensure the anonymity of the Reporters. Notwithstanding any other provision of the MSA or this Order Form, if, through no fault of NAVEX, Customer does not proceed with a timely implementation of the Services in a production environment, then (a) NAVEX will not be liable for any such delay and (b) NAVEX reserves the right to charge additional fees to implement such Services for Customer. 5885 Meadows Road, Suite 500, Lake Oswego, OR 97035 1 Toll Free: 1 (866) 297-0224 Confidential © 2022 NAVEX Global, Inc. All rights reserved. Ref.: 0I-000672461 Page 5 of 6 2.1. Report Availability. NAVEX will use commercially reasonable efforts to make English-language versions of the Reports available to Customer for review and processing (a) within 12 hours of receipt, for Reports submitted in English and (b) within 48 hours of receipt for Reports submitted in any language other than English, excluding weekends and US national holidays. As used herein, (a) a "Reporter" is any individual (employees and/or non -employees) permitted by Customer to access and use the reporting features of the Services and (b) a "Report" includes the following as a single Report: (i) any information reported by a Reporter about Customer or its business or personnel via the Services, (ii) any communications directed by Customer to a Reporter via the Services and any Reporter responses thereto, or (iii) any notes, summaries or other data uploaded to the Services by Customer representatives. Customer will have sole responsibility for the deletion and use of any Report, User PII, or other data residing in the Services. NAVEX will have no responsibility, liability or obligation with respect to any such Report, information or data that has been purged, overwritten or otherwise destroyed by or as directed by Customer. Customer will have access and the ability to download and save Reports during the Term. Upon termination and at the request by Customer made within thirty (30) days following the effective date of termination, NAVEX will create and deliver to Customer, at Customer's cost and expense, a copy of all Reports then in existence in the Services. 2.2. Data Aggregation And Analysis. Customer hereby authorizes NAVEX to collect, specific Customer information (excluding information that might directly identify Customer or a Customer Reporter) collected in the performance of Services and aggregated with other data collected from NAVEX customers ("Benchmarking Statistics"), for the purpose of analyzing and reporting the effectiveness of and any trends in corporate ethics and compliance programs according to industry, company size, country, geographic region or other relevant classification or for other uses as NAVEX may decide. Customer may access aggregate Benchmarking Statistics by purchasing NAVEX's Integrity Diagnostics and/or Performance Benchmarking Services. 2.3. SUB -PROCESSORS. Hosting Location: US Customer consents to the use of the applicable sub -processors set forth in the following link: https://www.navex.com/en-us/service- hosting-providers. The foregoing link contains a mechanism to subscribe to notifications of the addition of any new sub -processors for each applicable Service, to which Customer may subscribe. Notwithstanding any provision to the contrary, updates provided via this mechanism shall operate as the notification of changes concerning the addition of any new sub -processors. 2.4. DISCLAIMER. NAVEX hereby disclaims (a) any responsibility with respect to any claim asserting or challenging the veracity, accuracy or completeness of any Report, or (b) any responsibility with respect to any claim arising from Customer's use, nonuse or processing of a Report. V. GENERALTERMS This Order Form is made effective as of the Order Form Effective Date, sets forth the services to be provided by NAVEX to Customer and is governed by the terms of the written Master Services Agreement, detailed here: https://www.navex.com/en-us/navexglobal msav57/ (the "Agreement"). The parties agree the Agreement is incorporated by reference into this Order Form as of the Order Form Effective Date. Except as otherwise defined herein, all capitalized terms used in this Order Form shall have the meanings attributed to them in the Agreement. This Order Form supersedes any related quotation, previous and conflicting terms, or purchase orders issued by Customer. Each of the signatories to this document represent they are duly authorized representatives of their respective party to this Order Form and further represent and warrant they have the actual corporate authority to execute this Order Form on behalf of their respective party as of the Order Form Effective Date. ACCEPTED BY City of Tukwila: SIGNATURE: DATE: Sep 26, 2024 NAME (Print): TC Croone TITLE (Print): Chief People Officer APPROVED AS TO FORM BY CITY ATTORNEY 9/25/24. APPROVAL ON FILE ACCEPTED BY NAVEX Global, Inc.: SIGNATURE: DATE: Sep 26, 2024 NAME (Print): Shon Ramey TITLE (Print): Chief Legal Officer 5885 Meadows Road, Suite 500, Lake Oswego, OR 97035 1 Toll Free: 1 (866) 297-0224 Confidential © 2022 NAVEX Global, Inc. All rights reserved. Ref.: 01-000672461 Page 6 of 6