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Home My WebLink AboutAGR-7871 - THE SPYGLASS GROUP, LLC. - SNAPSHOT AUDIT AGREEMENTDocusign Envelope ID:5D858676-659E-40DB-83EF-D740F9DDF224 AGR-7871 Initial SpyGlass Snapshot Audit Agreement This agreement, effective as of the later of the dates of signature below("Effective Date"),is between City of Orange,a municipal corporation ("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,SaaS Licensing,and Mobility)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 30 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 30 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 California 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. In the event of any litigation, proceeding or legal action arising out of or relating to this agreement, the prevailing party in such action shall be entitled to recover its reasonable attorneys' fees, court costs, and other expenses incurred in connection with such dispute or legal action, in addition to any other relief granted. 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 Orange, a municipal corporation The SpyGlass Group, LLC apnw 6r: Signature: 9 Signature:CfI J,Vt i&.t14 C8F25F0E26191F0 02882E2968A04E2 Print Name: Jarad L. Hildenbrand, City Manager Print Name: Edward M. DeAngelo Date: 11/12/25 Date: 11/05/2025 1 Docusign Envelope ID:5D858676-659E-40DB-83EF-D740F9DDF224 ATTEST: Sip.by ParneP °€csfeman, City Clerk APPROVED AS TO FORM: DOCYSt.ed by tattt 'A°dourian, City Attorney l 2 Docusign Envelope ID: 5D858676-659E-40DB-83EF-D740F9DDF224 f °j' i( City of Orange 1 n Finance Department a 300 E. Chapman Ave. s ,t,,46P Orange, CA 92866 M'Y G Letter of Agency —Authorization to Access Telephone Provider Records By signing this letter below, I am giving authorization to The SpyGlass Group, LLC and its affiliates (a) to access any and all customer service records, account information, contracts, long distance carrier information, pending order activity and/or any other information relevant to my local or long distance telecommunications service (voice or data), and (b) to establish electronic or online access to any billing for such service, if not already established, or if already established, to be provided login information for such electronic or online access. At SpyGlass' request, I give authorization to Provider to transmit customer service records and any requested documentation via email, fax to 440-348-9355 or mail to The SpyGlass Group, LLC, 25777 Detroit Rd., Ste. 400, Westlake, Ohio 44145. I represent that I have the authority to execute this form and grant this permission, and I hereby desire for SpyGlass to be added as an authorized point of contact POC) for these accounts. This permission shall remain in effect until I affirmatively revoke it. If I withdraw the authorization set forth in this Letter, I will notify Provider immediately in writing. Client Information: Signing Employee's Name: Jarad L. Hildenbrand, City Manager Company Name:City of Orange, a municipal corporation Address: 300 E. Chapman Ave. City, State, Zip: Orange, CA 92866 Telephone: 714-744-5580 ATTEST: 54ae, AIMI`a Coleman, City Clerk APPROVED AS TO FORM: Jfie Adourian, City Attorney U (714) 744-2230 www.cityoforange.org Docusign Envelope ID:5D858676-659E-40DB-83EF-D740F9DDF224 OF Ogq 4S ,°°RP°Ft,>Fa11. City of Orange Finance Department 300 E. Chapman Ave. 1 1.6.0§66 Orange, CA 92866 Provider Information: Initial Provider Name: see note below Account Number (s): see note below Only provider names and account numbers provided by the City of Orange Finance Department may be accessed. ek.rB ev: Authorized Signature: CSF25FDE2&1B<FO Jarad L. Hildenbrand, City Manager Date: 11/12/25 0 714)744-2230 www.cityoforange.org