HomeMy WebLinkAboutSpyGlass Group, LLC - Contract SpyGlass Snapshot Audit Agreement
This agreement, effective as of the later of the dates of signature below("Effective Date"), is between County of Mason
("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 (Voice, Data, Internet, Cloud Services and Mobility/Cellular) to seek cost recovery, service elimination and cost
reduction recommendations. Company will provide Auditor with the materials required to perform its analysis and Auditor will
conduct a Kickoff meeting with Company to review the materials provided and introduce Auditor's personnel assigned to the project.
Auditor will deliver the recommendations to Company at a Summary of Findings meeting, implement recommendations that
Company elects for Auditor to implement, and deliver a complete telecommunications inventory to Company. Upon completion of
implementation, Auditor will conduct an Industry Benchmark Analysis ("IBA") Meeting to compare Company's spending and audit
results against industry peers as well as all SpyGlass clients,officially bringing closure to the engagement.
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.
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
• 12 times any"Service Elimination Savings",as defined below
• 12 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 Washington, 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 FEES ACTUALLY PAID
BY COMPANY TO AUDITOR.
IN WITNESS WHEREOF,the parties hereto have executed this agreement as of the Effective Date.
COMPANY AUDITOR
County of" Mason The SpyGlass pG oc ucarb YC
Signature: Signature:
07BKE2968AUE2
Print Name: Print Name: Edward M. DeAngelo
Date: Z OZZ- Date: 12/8/2022