HomeMy WebLinkAboutAUDIT AGREEMENT SpyGlass Snapshot Audit Agreement
This agreement, effective as of the later of the dates of signature below("Effective Date"), is between City of Jeffersonville("Company"),
and The SpyGlass Group, LLC, an Ohio limited liability company("Auditor").
1. Primary Audit Services. Company is engaging Auditor as an independent contractor to analyze its primary telecommunications service
accounts (local voice, long distance voice, data, Internet, and wireless) to seek cost recovery, service elimination and cost reduction
recommendations. Auditor will deliver the recommendations to Company, implement recommendations that Company elects for Auditor to
implement, and deliver a complete telecommunications inventory to Company.
While Auditor is performing its analysis, Company will not make changes or perform internal cost reduction analysis with respect to provider
accounts which Company has included within the scope of Auditor's review.
Auditor agrees that it will not make recommendations, nor be entitled to any fees,with respect to the following distinct issue:
• The City of Jeffersonville will not be including any cell phone billing, reports, contracts, or data that pertain to the City of Jefferson
Police department.
Notwithstanding the previous paragraph, Company desires Auditor to perform the remainder of its standard audit analysis with respect to
Company's services, including the services described in the previous paragraph, and Auditor will be entitled to fees relating to the
remainder of its standard audit analysis as set forth in the provisions of this Agreement below.
2. Fees. Company will pay Auditor the applicable fee set forth below ONLY for Auditor recommendations implemented within twelve (12)
months of Auditor delivering the recommendation to Company:
• 50%of any"Cost Recovery", as defined below
• 10 times any"Service Elimination Savings", as defined below
• 10 times any"Cost Reduction Savings", as defined below
"Cost Recovery"is any refund, credit or compensation received by Company relating to past services or charges.
"Service Elimination Savings" is any monthly cost reduction received by Company relating to cancellation of any service, including monthly
usage cost reduction(calculated as the average of the last 2 months of usage costs associated with the cancelled service).
"Cost Reduction Savings" is any monthly cost reduction received by Company relating to the modification, consolidation or negotiation of
any service, account or contract, including post discount usage rate improvement (calculated as the (a) decrease in post discount per unit
pricing realized by Company for any service, times (b)the average of Company's last two (2)months usage levels measured in such units
for the modified service).
3. Invoicing and Payment. Fees for Cost Recovery are due as a one-time payment within 10 days of verification that Company has been
issued the refund, credit or compensation resulting in such fees. Fees for Service Elimination Savings and Cost Reduction Savings are due
as a one-time payment within 10 days of verification that the cancellation or other activity resulting in the Service Elimination Savings or
Cost Reduction Savings has been completed. Auditor may issue separate invoices as different fees are earned.
4. Miscellaneous. This agreement is governed by the laws of the state of Indiana, without regard to principles of conflicts of law, and may
be executed by facsimile and simultaneously in multiple counterparts. Company agrees that Auditor does not warranty the overall
performance, Company satisfaction, or data accuracy of any telecommunications related carrier, provider, software manufacturer or vendor
at any time whatsoever during or after the term of this agreement. Each person signing this agreement on behalf of a party represents that
he or she has been duly authorized to sign this agreement and to bind the party on whose behalf this agreement is being signed by that
signatory. AUDITOR SHALL NOT BE LIABLE TO THE COMPANY FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE
DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION, WHETHER SUCH LIABILITY IS
ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF EITHER PARTY HAS BEEN WARNED OF THE
POSSIBILITY OF ANY SUCH LOSS OR DAMAGE IN ADVANCE. IN ADDITION, IN NO EVENT SHALL AUDITOR'S LIABILITY TO
COMPANY EXCEED THE FE ACTUALLY PAID BY COMPANY TO AUDITOR.
IN WITNESS WHEREOF,t - •.;rties hereto ha - executed this agreement as of the Effective Date.
COMPANY AUDITOR
City of Jeffersonville The SpyGlass Group, LLC
Signature: ' "- Signature:
Print Name: Vv\a c Print Name: Edward M. DeAngelo
Date: ���� �� Date: