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HomeMy WebLinkAboutSpyGlass Snapshot Audit AgreementVer 1/1/08 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, Inc., an Ohio corporation ("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 and Internet) 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 acknowledges that Company is in the process of re-structuring the pricing for its T1 connections at the Jefferson Police Department and wishes to exclude these items from the scope of Auditor's review. Company will document the T1 connections it intends to exclude and submit in writing to Auditor before the kickoff. Auditor agrees that it will not make recommendations, nor be entitled to any fees, with respect to the T1 s on the notice. 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. Optional Wireless Services. Company elects to ^ include ^ not include (please check one) wireless service billing in Auditor's review. The fee for including the wireless service billing in the scope of Auditor's services will be $ This fee will be invoiced upon delivery of the recommendations by Auditor and shall be due within ten (10) days of receipt of such invoice. Company and Auditor agree that if neither box is checked in this Section or this Section is not initialed by both parties, wireless service billing will not be included within the scope of Auditor's services but this agreement will still be binding. (Please Initial Here) Company Initials Auditor Initials Ver 1 /1 /08 5. 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. 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 FEES ACTUALLY PAID BY COMPANY TO AUDITOR. IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the Effective Date. COMPANY AUDITOR ,,~ City of Jeffer nville fhe ~yGlass Group, Inc. ~.. - By~ . ~ ,..~ By.. , Date: Gv ~ ~ Date: ~' '- ~ ~' - ~y