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1.27 Service Location means a facility legally owned or operated by the Customer at which the Customer desires the Company to perform Services. 1.28 Services means the energy efficiency services provided by the Company to the Customer under the Program and pursuant to the terms of this Master Agreement, including, but not limited to, the preparation of Feasibility Proposals,Feasibility Studies and Implementation Services. 1.29 Substantial Co letion or Substantially Complete means, with respect to a particular ECO, that level of construction and implementation which renders the ECO operational whereby Customer is able to obtain beneficial use of the ECO,regardless of whether the ECO has one or more Minor Deficiencies,as determined within the reasonable exercise of the Company's professional judgment. 1.30 Substantial Completion Date means the date or milestone set forth in a Feasibility Report that is determined by the Company to be Substantially Complete. 1.31 Vendor means any vendor,manufacturer,or other representative of an ECO vendor,manufacturer, or distributor utilized by the Company in providing Services in accordance with this Master Agreement. ARTICLE 2-SCOPE OF MASTER AGREEMENT AND TERM 2.1 Scone. Subject to the terns and conditions of this Master Agreement, the Company agrees to furnish to the Customer,and the Customer agrees to purchase and receive from the Company,certain Services at the Customer's specified Service Locations. The Parties shall agree upon the Services that the Company will furnish to the Customer with respect to each Service Location and with respect to ECO's identified at particular Service Location prior to the Company commencing work at any designated Service Location as set forth in an Authorization Form which accompanies one or more Feasibility Study Proposals and Feasibility Reports,as set forth in Articles 3 and 4 of this Master Agreement.Each of the various proposals,documents and forms referenced in this Master Agreement shall adopt and incorporate the terms and conditions of this Master Agreement as if such terms and conditions were expressly set forth within such proposals, documents and forms. Unless expressly stated in a Change Order in accordance with Article 14 below, where the terms and conditions of any schedules or exhibits thereto are inconsistent with the terms and conditions of this Master Agreement,the terms of this Master Agreement shall govern the terms and conditions of the Service. In the event the terms and conditions of Change Orders conflict,the most recently executed Change Order shall govern the terms and conditions of the Service. 2.2 Term. This Master Agreement shall commence upon the Effective Date and shall continue in effect for a period of five (5) years with automatic twelve (12) month annual renewals until written notice of termination by either Party in accordance with the provisions of Article 15 herein;provided that upon such written notice of termination,portions of this Master Agreement shall remain in effect as set forth in Articles 7 and 15. ARTICLE 3—FEASIBILITY STUDY AND REPORT 3.1 Preparation of Feasibility Study Authorization Form by Company. The Company may prepare and deliver to the Customer a Feasibility Study Authorization Form, which identifies any potential ECO's that the Company believes, in its sole professional judgment, may provide appropriate justification to proceed with the preparation of a Feasibility Study. Each Feasibility Study Proposal shall include a designation of the Services to be provided,the technologies to be included in the proposed Feasibility Study and the Feasibility Study Price.A sample copy of a Feasibility Study Authorization Form is attached to this Master Agreement as Schedule A. 3.2 Authorization to Proceed with Feasibility Study. Unless otherwise mutually agreed to by the Parties in writing, a Feasibility Study Authorization Form must be executed by the Customer and delivered to the Company within sixty (60) days after the Customer's receipt of the Feasibility Study Authorization Form to authorize the Company to proceed with the Feasibility Study. Upon the Company's timely receipt of a properly completed Feasibility Study Authorization Form wherein the Customer requests a Feasibility Study for any or all of the ECO's identified in the Feasibility Study Authorization Form, then the Company shall prepare and submit a Page 4 of 20 Rev 08/15/08