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HomeMy WebLinkAboutSteel in the Air contractCONSULTING AGREEMENT THIS AGREEMENT is entered into this Z-'�'n day of Y�t,--�l , 2015, by and between Steel in the Air, Inc., a Florida Corporation, having an office at 16001 Waterleaf Lane, Fort Myers, FL 33908 ("Consultant"), and ("Client") having a residence or place of business at z5 WHEREAS, Consultant is a consultant regarding wireless communications structures utilized for the transmission and reception of wireless voice and data communications; and WHEREAS, Client is in need of consultation services regarding a proposed cell site lease on Client's Property; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and both parties intending to be legally bound, the parties hereto agree as follows: 1. SERVICES. Consultant's Services . Consultant agrees to perform Consultation Services ("Services") for Client in regards to the proposed use of client's property for a cell site- Such consultation services shall include the written evaluation of the fair market value of the cell site lease. Consultant will also provide review of the business terms of a proposed lease agreement for the cell site. For a period of one year after Consultant provides its assessment either in writing or verbally, Consultant will answer questions related to the assessment at no additional cost. Client specifically understands and acknowledges that this review is not a legal review of the lease and is not intended to take the place of a legal review of lease. Client should have any legal document reviewed by an attorney - 2. CONSULTANT'S PERFORMANCE, General. Consultant represents and warrants to Client that it has the necessary professional expertise, skills and abilities to perform the Services and to perform all its duties and obligations as set forth in this Agreement in accordance with the highest standards of skill, expertise, and diligence consistent with those of other firms performing similar services in the telecommunications industry - Outside Consultants. From time to time, Consultant may believe that it is necessary to discuss the Service with outside technical consultants, including but not limited to real estate appraisers or radio frequency engineers. Consultant will provide Client with an Estimate for Outside Consulting Services which shall include at a minimum a description of the reason why an outside consultant is needed, a resume or other documentation of the outside consultant's ability to provide the needed service or information, and a not to exceed price for the services of the consultant. Consultant will not enlist any Outside Consultant without the prior written acceptance by the Client of the Estimate. 3. COMPENSATION. Fees and Expenses. Client, in exchange for the Services rendered by Consultant pursuant to this Agreement, shall pay Consultant fee in the amount of $2,509.00, with $1,250.00 to be paid prior to Consulting commencing the Services and the remainder of $1,250.00 to be paid after completion and delivery of the assessment. Client may provide Purchase Order in the amount of $2,500.00. Deposit shall be sent to: Steel In The Air, Inc, Attention Accounts Receivable, 3297 Harvest Way, Marietta, GA 30062. Payment Terms. Consultant shall submit to Client an invoice for amounts due for services rendered outlining tasks completed and time utilized. Client shall pay any invoice properly submitted by Consultant within fifteen (15) days of receipt. Should any invoice not be paid within 30 days of submittal by Consultant, Client will pay an additional 10% late fee on any unpaid balance. 4. COMPENSATION NOT CONTINGENT Compensation Not Contingent Client acknowledges that Consultant's services are not tied to the result of any negotiations undertaken by the Client with the entity undertaking to lease or use Client's land. Consultant warrants only that it will use it best efforts to assist client in the negotiations and does not warrant any specific result or lease rate. 5. TERM. General. This Agreement shall commence on the date first set forth above and, subject to Section 6 hereof, shall expire at the first anniversary of such date. 6. TERMINATION. By Client for Convenience Client may request consultant to stop any and all work at any time for any reason. Consultant shall be paid for all work properly performed prior to the termination. By Consultant for Cause : Consultant may terminate performance of this agreement for cause at any time upon written notice to Client (including notice by email). 7. NOTICE. Unless otherwise provided herein, any notice or demand required or permitted to be given under this Agreement shall be effective when sent if given by facsimile (with confirmation requested) or if given in writing and sent by delivery service guaranteeing next day delivery, delivery charges prepaid, as follows: If to Consultant: Ken Schmidt. at the address first set forth above. If to Client Either party hereto may change the place and/or person for the giving of notice by providing written notice to the other as set forth above. 8. ATTO -RREYS� In the event of any controversy or litigation arising out of the subject matter of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs, including costs of settlement negotiations, mediation or appeals, in addition to all other relief to which such party is otherwise entitled. The parties agree that, as to Consultant, its principals, employees and subcontractors, liability for damages, including attorney's fees and costs shall not exceed the value of this agreement {$2,500.00}. Client specifically understands that, due to the nature of this engagement, Consultant would not have entered this agreement but for this limitation on damages. Client specifically agrees that Consultant is not visiting the subject site and is relying upon information from multiple sources, the reliability of such information Consultant cannot and does not warrant. 9. APPLICABLE LAW AND JURISDICTION. This Agreement shall be interpreted under the laws of the State of Florida, without regard to the conflicts of law rules thereof. Jurisdiction will be under any court of competent jurisdiction in Southwest Florida. 10. ARBITRATION. The parties agree that any controversy, claim, or dispute arising out of or relating to this Agreement, or the breach thereof, or arising out of or relating to the services of the Consultant, or the termination thereof, including any claims under federal, state, or local law, shall be resolved by arbitration. The parties agree that any award rendered by the arbitrator shall be final and binding, and that judgment upon the award may be entered in any court having jurisdiction thereof. 11. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings between them relating hereto. 12. AMENDMENT AND MODIFICATION. No amendment or modification of or supplement to this Agreement will be effective unless it is in writing and duly executed by the parties hereto. 13. ASSIGNMENT. This Agreement contemplates the personal services of Consultant to perform Services. Consultant shall not assign or transfer its interest in this Agreement without the prior written consent of Client. 14. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties' successors and permitted assigns, if any. 15. COUNTERPARTS. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 16. NO ADVERSE CONSTRUCTION. This Agreement reflects the joint work product of the parties, and in the interpretation or construction of this Agreement no rule of construction shall be employed which would indicate or require that any provision of the Agreement be construed adversely to either party based upon that party's role in the drafting of this Agreement. 17. SECTION HEADINGS. The section headings used in this Agreement are for convenience of reference only and shall not be considered for the purpose of interpreting or construing the provisions hereof. IN WiTNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written. Consultant: By: Name: Ken Schmidt Title: General Manager Client By: - Name: ti s Date: -31-4 " c� `