CONSULTING AGREEMENT
EXHIBIT 10.14
This Consulting Agreement is hereby entered into this 15th day of December 2005 by
and between Xxxxxxxx Manufacturing Company, attention Xxxxxxx X. Xxxxxx, President, 0000 X.
Xxxxxxxx #000, Xxxxxxx, XX 00000 (“Consultant”) and Global Water Resources, LLC, Global Water
Management, LLC and Global Water Resources, Inc., 00000 X. 00xx Xxx., Xxxxx 000,
Xxxxxxx, XX 00000 (“Client”).
WHEREAS, Client has requested that Consultant provide consulting services relative to the
ongoing financial operations of Client;
WHEREAS, Consultant has agreed to provide the requested consulting services during the period
of time that Client’s loan with Xxxxx Fargo Bank (“Bank”) dated December 15th 2005 in
the principal amount of $35 million remains outstanding (the “Loan”);
WHEREAS, Client has agreed to pay Consultant certain fees for the consulting services provided
during the term of this Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. The above recitals are incorporated herein as though fully restated.
2. Until such time as the note evidencing the Loan has been fully satisfied and canceled
Client shall pay Consultant, on a monthly basis on or before the first day of each month, a fee
which is derived based upon the interest rate election made by Client under the terms and
conditions of the Loan. In the event that Client has made the Prime Rate election as provided for
in the section entitled “Interest” subparagraph (a) of that certain Amended and Restated Revolving
Line of Credit Note between Client and Bank dated 15 December 2005, Client shall pay Consultant an
amount equal to the additional amount that Client would pay Bank each month if the interest rate
was based on the Prime Rate rather than the Prime Rate minus 1.25%. If, on the other hand, Client
is making payment to the Bank based upon the LIBOR election, then Client shall pay Consultant the
additional amount that Client would pay the Bank each month if the rate due the Bank was LIBOR plus
2.25% rather than LIBOR plus 1.25%. In consideration for this fee, Consultant shall provide Client
with consulting services as reasonably requested by Client with respect to Client’s financing
and/or banking structure/arrangements.
3. Client shall provide to Consultant, as reasonably requested by Consultant, copies of all
xxxxxxxx, loan statements or similar reports provided by Bank with respect to the Loan and shall
further provide Consultant with copies of all correspondence and/or other documents evidencing the
rate election in place at all times during the term of the Loan. Client shall provide Consultant
with drafts of any proposed amendments or other
modifications of the Loan prior to signing the same. Client shall further provide Consultant with
written authorization, as reasonably requested by Consultant, in order to allow Consultant to
communicate directly with the Bank regarding the status of the Loan during the term that the Loan
remains outstanding.
4. The parties hereto hereby declare that the terms of this Agreement have been completely
read, are fully understood, and voluntarily accepted. This Agreement constitutes a full and
complete merger of all prior discussions and/or agreements between the parties hereto and that
there are no terms or conditions relating to the subject matter of this Agreement which are not
expressly set forth herein.
5. This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. Signatures may
be exchanged via facsimile or PDF and copies of this Agreement bearing such facsimile or PDF
signatures shall be as binding on the parties hereto as ink original documents.
6. This Agreement is and shall be governed, construed, interpreted and enforced in accordance
with the laws of the State of Arizona. Venue for any dispute between the parties to this Agreement
or arising out of this Agreement shall be in the Superior Court for the State of Arizona, in and
for the County of Maricopa. This Agreement constitutes a contract between the parties hereto and,
in the event of a default or breach of any party to this Agreement, any remedy sought by any party
must be brought on the terms of this Agreement and no other. The prevailing party in any such
dispute shall be entitled to recovery of its reasonably attorney’s fees and court costs.
7. If any provision of this Agreement or its application to any situation shall be invalid or
unenforceable to any extent, the remainder of this Agreement shall not be affected and every
provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
8. Each party executing this Agreement represents and warrants that he or she is fully
authorized to do so. All parties represent to the other parties hereto that they each have
authority to perform their respective obligations under this Agreement and that they are not in
violation of any other agreements or binding arrangements in so entering into or performing under
this Agreement.
9. This Agreement shall not be modified by any party by oral representation made before or
after the execution of this Agreement. All modifications must be in writing and signed by all
parties.
IN WITNESS WHEREOF, this Agreement is executed as of the date and year set forth above.
| CLIENT Global Water Resources, LLC, Global Water Management, LLC Global Water Resources, Inc, |
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| By: | /s/ Xxxxxx X. Xxxx | |||
| Its: PRESIDENT & CEO | ||||
| CONSULTANT Xxxxxxxx Manufacturing Company |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Its: Illegible | ||||
