EXHIBIT 10.14
CONSULTING AGREEMENT
This Consulting Agreement is hereby
entered into this 15 th day of
December 2005 by and between Williams Manufacturing Company,
attention William S. Levine, President, 1702 E. Highland #310,
Phoenix, AZ 85016 (“Consultant”) and Global Water
Resources, LLC, Global Water Management, LLC and Global Water
Resources, Inc., 22601 N. 19 th Ave.,
Suite 210, Phoenix, AZ 85027 (“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 Wells Fargo Bank (“Bank”)
dated December 15 th 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 servic
