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Home My WebLink About1 - Original Submission_ Audit agreement legal review 4.14.21 SpyGlass Snapshot Audit Agreement This agreement, effective as of the later of the dates of signature below (“Effective Date”), is between ________________________ _________________________________ (“City”), and The SpyGlass Group, LLC, an Ohio limited liability company (“Auditor”). 1. Primary Audit Services. City 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. City will provide Auditor with the materials required to perform its analysis and Auditor will conduct a Kickoff meeting with City to review the materials provided and introduce Auditor’s personnel assigned to the project. Auditor will deliver the recommendations to City at a Summary of Findings meeting, implement recommendations that City elects for Auditor to implement, and deliver a complete telecommunications inventory to City. While Auditor is performing its analysis, City will not make changes or perform internal cost reduction analysis with respect to provider accounts which City has included within the scope of Auditor’s review. 2. Fees. City will pay Auditor the applicable fee set forth below ONLY for Auditor recommendations implemented within twelve (12) months of Auditor delivering the recommendation to City:  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 City relating to past services or charges. “Service Elimination Savings” is any monthly cost reduction received by City 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 City 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 City for any service, times (b) the average of City’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 City 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 simul taneously in multiple counterparts. City agrees that Auditor does not warranty the overall performance, City 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 CITY 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 CITY EXCEED THE FEES ACTUALLY PAID BY CITY TO AUDITOR. 5. Indemnification: A. Auditor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with Auditor’s negligence except for that portion of the injuries and damages caused by the City’s sole negligence, unless Auditor is conducting work pursuant to Subsection B below. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of the se covenants of indemnification. B. Architects, Engineers and Any Other Professional Listed In and Performing Services Defined in RCW 4.24.115. Should a court of competent jurisdiction determine that Auditor’s services provided pursuant to this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Auditor and the City, its officers, officials, employees, agents and volunteers, the Auditor's liability hereunder shall be only to the extent of the Auditor's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE AUDITOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR DocuSign Envelope ID: 09E4911E-E221-4154-A00F-520761A2B772 City of Bremerton THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. 6. Term and Termination. The term of this Agreement shall commence on the Effective Date and shall continue until such time as Auditor completes the Services and/or at such time when Company determines to terminate Auditor’s Services. The expiration or termination of this Agreement for any reason does not terminate the rights and obligations of the parties under Section 4 or Section 5 which shall survive any expiration or termination. The expiration or termination of this Agreement for any reason also does not terminate the obligations of Company under Sections 2 and 3 of this Agre ement to pay Auditor fees if Company elects to implement any of the recommendations made by Auditor within twelve (12) months of Auditor delivering the recommendation to Company (even if Company implements such recommendations on their own). If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. The provisions of this section shall survive the expiration or termination of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the Effective Date. CITY AUDITOR _______________________________________ The SpyGlass Group, LLC Signature:_______________________________ Signature:_______________________________ Print Name: _____________________________ Print Name: Edward M. DeAngelo Date:__________________ Date:__________________ DocuSign Envelope ID: 09E4911E-E221-4154-A00F-520761A2B772 City of Bremerton Mike Riley 4/26/2021 4/27/2021