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STEEPSTEEL <br />CONSULTING & MANAGEMENT <br />PROFESSIONAL SERVICES AGREEMENT <br />THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") dated as of <br />September 15, 2020 , is entered into by and between SteepSteel, LLC, a Texas limited <br />liability company ("SteepSteel"), and Indian River County, a Political Subdivision of the State of <br />Florida organized and existing under the Laws of the State of Florida, ("the County"). SteepSteel <br />and the County are at times referred to herein individually as a "Party," and jointly as the <br />"Parties." <br />RECITALS <br />WHEREAS, County is a member of the National Cooperative Purchasing Alliance (NCPA) and <br />SteepSteel, after competitive solicitation, was awarded contract 01-95 for Professional <br />Consulting Services for Wireless Technology, and <br />WHEREAS, the Parties participated in a conference call dated June 11, 2020 to discuss the <br />management and/or auction of the County's wireless assets, and <br />WHEREAS, SteepSteel has proposed to manage the County's existing telecom lease contracts <br />and infrastructure to maximize revenues and terms for the County, and <br />WHEREAS, SteepSteel has proposed to auction the County's existing telecom leases, <br />NOW THEREFORE, in consideration of performance by the Parties of the covenants and <br />conditions herein contained, and for other good and valuable consideration, the sufficiency of <br />which is hereby acknowledged, the Parties hereto agree as follows: <br />SECTION 1. SERVICES / COMPENSATION. <br />A. SteepSteel shall provide to the County those Services that are described on Exhib- <br />it A ("Scope of Services") for the Current Telecommunications Contracts identified on <br />Exhibit B. <br />B. SteepSteel shall be compensated for performance of the Services as set forth on <br />Exhibit C ("Compensation"). <br />C. The County will be invoiced by SteepSteel for performance of the Services and <br />the County shall remit payment of any undisputed amounts to SteepSteel upon receipt of <br />an invoice. In the event of an invoice dispute, the County shall deliver a written statement <br />to SteepSteel no later than 30 days prior to the date payment is due on the disputed <br />