PSA - The Industrial Revolving Fund

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SECTION 4. Compensation. A. Fees for Services. As compensation for services performed pursuant to this Agreement, the IRF agrees to pay the Provider an annual fee (the "Annual Fee"). For calendar year 2017 (the "Base Year"), the Annual Fee shall be Seventy -Three Thousand Five Hundred Dollars ($73,500.00). For any calendar year after the Base Year during which this Agreement remains in effect, the Annual Fee shall be equal to One Hundred Two percent (102%) of the Annual Fee for the previous calendar year. B. Payment. On a monthly basis, the IRF will make to the Provider a payment equal to one -twelfth (1/12) of the effective Annual Fee. In the event of termination of this Agreement as provided in SECTION 6, all non -disputed sums due and owing the Provider for services rendered shall be paid within fifteen (15) days after the date of termination. C. Reimbursable Expenses. The IRF shall not reimburse the Provider for expenses unless such expenses have been approved in writing by the IRF. Expenses which may be reimbursed under this provision shall be reasonable and necessary, and shall relate to the Projects of the IRF. All claims for reimbursement of expenses shall be supported by a detailed itemization of the expense including invoices or receipts with the nature of the claim incurred. SECTION 5. Term„ The initial term of this Agreement shall commence on January 1, 2017 (the "Commencement Date"), and continue until December 31, 2017. If not terminated under SECTION 6 or by the parties' mutual agreement, this Agreement shall automatically renew for an additional one-year term on each succeeding anniversary of the Commencement Date. The initial term and any renewal terms are collectively referred to in this Agreement as the "Term." SECTION 6. Termination. A. Termination. This Agreement may be terminated, for any reason, by either party upon sixty (60) clays' written notice delivered to the other party. Upon termination of this Agreement for any reason, copies of all data, electronic files, documents, procedures, reports, estimates, summaries other work papers, and any other supporting documents, whether completed or in process, accumulated by the Provider or prepared or provided by the IRF or the Provider relating to this Agreement or the Requested Services shall be and remain the property of the IRF and be delivered to the IRF upon request in a usable form within sixty (60) days after the termination of this Agreement. The IRF shall retain, or be granted by the Provider, all title, ownership, or intellectual property rights, including copyright, patent, trademark, and trade secret rights, in any data gathered or generated by the Provider in performance of the Requested Services under this Agreement. 3