2004-111-RES PROFESSIONAL SERVICES AGREEMENT WITH HUBBARD COMMUNICATIONS GROUP, INC. FOR TELEPHONE BILL AUDITING, INVENTORY, AND CONSULTING SERVICES
RESOLUTION NO. 2004-111
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS,
PARIS, TEXAS, APPROVING AND AUTHORIZING THE EXECUTION OF
A PROFESSIONAL SERVICES AGREEMENT WITH AND A LETTER OF
AGENCY TO HUBBARD COMMUNICATIONS GROUP, INC. FOR
PROFESSIONAL AND PERSONAL SERVICES IN PERFORMING
TELEPHONE BILL AUDITING, INVENTORY, AND CONSUL TING
SERVICES; MAKING OTHER FINDINGS AND PROVISIONS RELATED
TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Hubbard Communications Group, Inc. (HCG) provides professional and
personal services in performing telephone bill auditing, inventory, and consulting services; and,
WHEREAS, the City of Paris is desirous of utilizing the services ofHCG to ensure that the
City's monthly telephone bills do not contain billing errors or overcharges; and,
WHEREAS, it is deemed appropriate that the forms of the Service Agreement and Letter
of Agency, attached hereto as Exhibits A and B, respectively, be, in all things, approved, and that
the City Manager be authorized to execute the same; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, PARIS,
TEXAS:
Section 1. That the findings set out in the preamble to this resolution are hereby in all things
approved.
Section 2. That the forms of the Professional Services Agreement with and Letter of Agency
to Hubbard Communications Group, Inc. (HCG), attached hereto as Exhibits A and B, respectively,
for telephone bill auditing, inventory, and consulting services, be, and the same are hereby, approved.
Section 3. That the City Manager be, and he is hereby, authorized and directed to execute,
on behalf of the City of Paris, the Professional Services Agreement with and Letter of Agency to
Hubbard Communications Group (HCG).
Section 4. That this resolution shall be effective from and after its date of passage.
PASSED AND APPROVED this 14th day of June, 2004.
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ATTEST:
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Sh~rian Dixon, Assistant City lerk
APPROVED AS TO FORM:
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CONTRACT NO. COP-001
PROJECT DESCRIPTION: NETWORK AUDIT PROJECT
CITY OF PARIS (the "Company") hereby contracts with HUBBARD COMMUNICATIONS
GROUP, INC. (the "Contractor") to perform the Work identified herein pursuant to the terms and
conditions contained in this document (the "Agreement"). This Agreement is effective as of the
latter of the Acknowledgement or Final Approval date (the "Effective Date").
DEFINITIONS
In this Agreement, the term "Vendor" shall mean any local telephone company, long distance
carrier, wireless phone company, internet service provider, and other supplier of
telecommunications services to the Company.
In this Agreement, the term "Savings" shall mean:
(a) All amounts for services for which the Company was charged by any Vendor as of the
Effective Date that, as a result of the Contractor's performance of the services under
this agreement, as defined herein, are reduced, eliminated, or refunded on or after the
Effective Date, including disconnects, feature changes, network redesign, operations
changes, contract renegotiations with Vendors and/or any alternate service, and
including taxes, surcharges and fees: and
(b) All amounts that the Company agrees to be included in the definition of Savings, and
including taxes, surcharges and fees.
SCOPE OF WORK
The Contractor shall perform services as set forth in the attached Exhibit A (the "Services")
FEE COMPENSATION
The Company shall pay to the Contractor amounts equal to 50% of all Refunds and annualized
Savings (the "Fees"). The annualized amount for each component of Savings shall be calculated
beginning on the date such component of Savings began and ending twelve months later. The
Contractor shall deliver to the Company an invoice monthly describing the Fees payable by the
Company to the Contractor for work performed and savings obtained during that period. The
Company shall pay invoiced Fees upon receipt of invoice. Any amounts not paid on a timely basis
will incur a 5% late payment charge.
RECOMMENDATIONS
Company may decline to implement any or all recommendations made by Contractor during the
term of the contract, and Company is not responsible for any payment to Contractor for any Fees
associated with its decision to not implement any or all recommendations. Should Company, after
Company and Contractor mutually agree in writing that the Network Audit Project is complete as
outlined according to the terms herein, implement any or all recommendations made by
Contractor up to a term of two years from completion date, then Company agrees to pay
Contractor Fees for those changes made by Company.
COMPLETION
The project will be considered "complete" upon the Contractor notification to the Company in
writing, with both parties signing a statement of completion date.
EXPENSES
All expenses, directly relating to the project and mutually agreed necessary, incurred by the
Contractor shall be reimbursed to the Contractor. The Company shall be obligated to pay for
installation/service order charges, location and identification charges, duplicate bills, bill copies,
service records, charges incurred for early termination of contracts with Company providers or any
Hubbard Communications Group, Inc., 1021 51. James Drive, Fairview, TX 75069-8776
972-562-2617 jhubbard@hcgtelecom.com
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EXHIBIT A.
other one-time charges incurred as a result of service changes. The Company shall reimburse,
indemnify, and hold harmless the Contractor for any such charges and expenses incurred by the
Contractor on Company's behalf.
TERMINATION
This Agreement shall terminate thirty (30) days after either party gives to the other party written
notice of termination, at any time with or without cause delivered via certified mail return receipt
requested and first class mail. The termination of this Agreement does not affect the
determination of Fees. The termination of this Agreement shall not affect or terminate the
obligation of the Company to pay accrued and unpaid Fees and related penalties.
OWNERSHIP OF WORK PRODUCT
The Contractor shall own all right, title and interest in and to all work product produced in the
course of performing the Services, such as any databases, spreadsheets, compilations, analyses,
reports, and other data derived from the Services (the "Work Product"), until all Fees, penalties
and expenses have been fully paid. Possession of Work Product by the Company does not entitle
the Company to use the Work Product in any way without the written consent of the Contractor. If
the Company derives any benefit from the unauthorized use of the Work Product, the Contractor
shall be entitled to compensation for such benefits received by the Company. Upon full payment
of all Fees, penalties and expenses, the Contractor and the Company shall each own undivided
equal right, title and interest in and to the Work Product.
WAIVER OF LIABILITY
The Company acknowledges that changes to the Company's telecommunications services may
result in temporary disruptions in the telecommunications and/or computer systems. The
Company also acknowledges that the Contractor does not and cannot be reasonably expected to
have a complete understanding of the Company's computer and telecommunications systems or
vendor orders that are entered in error or worked in error. Therefore, the Company shall be solely
responsible for evaluating and determining the effect of changes to the Company's
telecommunications and computer system, and the Company waives all claims against the
Contractor related to any disruptions to the Company's computer or telecommunications systems
resulting from the performance of the Services.
CONFIDENTIALITY
Contractor agrees to not divulge any Company information to any party without prior approval by
Company. Company agrees to be a reference for Contractor, and without specific reference to
Company, to allow Contractor to cite project savings and refunds in Contractor materials.
GENERAL TERMS
The prevailing party to any suit relating to this Agreement shall be entitled to recover from the
other party all reasonable and necessary attorney fees, costs of court and expenses of litigation.
This Agreement is performed in part in Lamar County, Texas, and shall be governed by Texas
law. Any suit related to this Agreement shall be filed in a court having jurisdiction over Lamar
County, Texas.
If a court deems any part of this Agreement unenforceable, the remaining parts of this Agreement
shall remain enforceable and shall be performed.
Any notice to the parties required by this Agreement shall be delivered via certified mail return
receipt requested and first class mail to the following addresses, unless changed in writing:
To the Contractor:
Hubbard Communications Group, Inc.
1021 St. James Drive
Fairview, TX 75069
Hubbard Communications Group, Inc" 1021 St. James Drive, Fairview, TX 75069-8776
972-562-2617 jhubbard@hcgtelecom.com
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Fairview. TX 75069
To the Company:
City of Paris
135 S.E. 151 Street
Paris, TX 75460
This Agreement supercedes any agreements made prior to the Effective Date between the parties
related to the subject matter of this Agreement.
This Agreement may be amended only by written consent of both Contractor and Company.
CONTRACTOR HEREBY ACKNOWLEDGES THIS CONTRACT IS ISSUED ON BEHALF OF
ACCEPTANCE OF THIS CONTRACT COMPANY (FINAL APPROVAL)
By: By:
Name: Jerrv H. Hubbard Name: Terrv Townsend
Title: President
Title: Interim Citv Manaaer
Date:
Date: June 14. 2004
Hubbard Communications Group, Inc., 1021 51. James Drive, Fairview, TX 75069-8776
972-562-2617 jhubbard@hcgtelecom.com
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EXHIBIT A
HUBBARD COMMUNICATIONS GROUP, INC.
NETWORK AUDIT PROJECT SCOPE
The Contractor shall perform the following services:
1. Obtain Site name and address list from Company.
a. Soft copy preferred
b. Manually enter paper list
2. Obtain Company database of telecommunications services and import/manually
enter into Contractor database.
3. Obtain and analyze copies of all telecommunications bills and corporate charges
paid by Company.
a. Most bills do not itemize services
b. Examine for unauthorized charges (internet, alternate providers)
c. Local Exchange Company
d. Cell Phones
e. Long Distance
f. 800
4. Obtain and analyze Local Exchange Carrier (LEC) and Interexchange Carrier
(IXC) service reports for voice and data services at each Company site.
a. Only way to get inventory of itemized services
b. Most customers request summary IXC bills
5. Obtain internal records, contracts and documentation from Corporate/individual
Company locations where available.
a. Long Distance
b. Competitive Local Exchange Company (CLEC)
6. Create site files in the database and populate with all available site and billing
information.
7. Arrange site visit list in geographical priority.
8. Visit Company sites where appropriate and physically inventory all voice and
data services.
a. D-mark
b. All Jacks throughout site
c. Floor Plans for large locations
d. Follow jumpers from D-mark to PBX
e. Mark up site report with description/use/remarks
9. Interview site personnel to ascertain use of leased facilities.
a. Known use of lines/trunks
b. Features/services
10. Validate business function processes of each site and evaluate
telecommunications services with reference to this function.
a. Calling patterns
b. Inward/outward traffic (010/000 usage)
11. Review and analyze Intra lata and Interlata long distance for each Company site.
a. Cost benefit of alternate services
b. Is location on Corporate Plan?
c. "Thrifty" bills
Hubbard Communications Group, Inc., 1021 St. James Drive, Fairview, TX 75069-8776
972-562-2617 jhubbard@hcgtelecom.com
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12. Request PBX traffic studies from maintenance service provider or Local
Exchange Company (LEC). Analyze traffic studies and make recommendations
for trunking adjustments based on current employee count and business
function.
13. Review 800 usage at each Company location (if applicable).
14. Identify services that are billed incorrectly and work with Vendor(s) to correct.
This will ensure accurate records for the Company.
15. Recommend disconnect/modification of voice and data services as necessary at
each location.
16. Update database to reflect changes.
17. Provide documentation of changes and database to corporate/site personnel.
18. Provide monthly progress reports and final report at end of project to Company
management.
Hubbard Communications Group, Inc., 1021 St. James Drive, Fairview, TX 75069-8776
972-562-2617 jhubbarcl@hcgtelecom.com
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