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complete and ready for operation. Notwithstanding the foregoing, in the event the Customer later discovers any
<br /> additional Minor Deficiencies in the Services following the Substantial Completion Date, the Customer's sole
<br /> recourse and exclusive remedy for the Company's failure to complete any Minor Deficiencies identified in the
<br /> Punch List items in accordance with this Master Agreement is to seek its sole and exclusive remedy in accordance
<br /> with Article 5,Warranty,
<br /> 4.2.3 Correction of Punch List Items. Prior to receiving a Notice of Substantial Completion,
<br /> the Customer agrees it will identify and deliver to the Company a Punch List which lists one or more Minor
<br /> Deficiencies in an ECO. Following such identification and receipt of a Punch List, the Company shall work
<br /> diligently to complete or correct such items and work listed in the Punch List within a reasonable time period. Upon
<br /> completion of any Punch List items,the Company shall deliver a written notification of Punch List completion to the
<br /> Customer.
<br /> 4.2.4 Pavment Unconditional on Substantial Completion.The Customer acknowledges that,
<br /> notwithstanding the existence of any Minor Deficiencies,regardless of their inclusion in a Punch List,the Customer
<br /> unconditionally agrees to make payment to the Company for the ECO's listed in a Notice of Substantial Completion
<br /> once the ECO's are Substantially Complete in accordance with the applicable Implementation Services
<br /> Authorization Form. The Customer acknowledges that, upon the Substantial Completion Date of an ECO, the
<br /> Customer's payment obligation set forth in the Feasibility Report for the ECO (notwithstanding the existence of
<br /> Minor Deficiencies or the failure of the Company to properly complete or correct such Minor Deficiencies), is
<br /> absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including,
<br /> without limitation, any set-off, abatement, counterclaim, suspension, recoupment, reduction, rescission, defense or
<br /> other right. The Customer's sole recourse and exclusive remedy for the Company's failure to complete any Minor
<br /> Deficiencies identified in the Punch List items in accordance with this Master Agreement is to seek its sole and
<br /> exclusive remedy in accordance with Article 5,Warranty.
<br /> 4.2.5 Notice of Final Acceptance. Upon (i) the Customer's execution of the Notice of
<br /> Substantial Completion,and in accordance with the process set forth in Section 4.3.2 to correct any material defects
<br /> or deficiencies identified by the Customer, and (ii) the Company's completion of Minor Deficiencies identified in
<br /> Punch List as set forth in Sections 4.2.3 and 4.2.4, the Company shall deliver a Notice of Final Acceptance to the
<br /> Customer to execute. A sample of a Notice of Final Acceptance is attached to this Master Agreement as Schedule
<br /> D. Subject to the requirements of Florida Statutes section 218.70 et.seq.(the"Local Government Prompt Payment
<br /> Act")the Customer acknowledges that the Customer unconditionally agrees to make final payment to the Company
<br /> for the ECO's listed as of the Final Acceptance Date,or are deemed to be,complete in accordance with this Master
<br /> Agreement.The Customer acknowledges that,upon the Final Acceptance Date of an ECO, the Customer's payment
<br /> obligation of the remaining ten percent(10%)of the Implementation Price set forth in the Feasibility Report for the
<br /> ECO, is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever,
<br /> including, without limitation, any set-off, abatement, counterclaim, suspension, recoupment, reduction, rescission,
<br /> defense or other right. The Customer's exclusive recourse for any claim regarding the Implementation Services
<br /> following the Final Acceptance Date is to seek its sole and exclusive remedy in accordance with Article 5,
<br /> Warranty.
<br /> 4.2.6 Reliance. The provisions of Article 4 may be relied on by the Company and by any
<br /> assignee of the Company in connection with the furnishing of ECO financing to the Customer in accordance with
<br /> the provisions of the Master Agreement. Any assignee of the Company shall be entitled to the rights, but not the
<br /> obligations,of the Company under this Article 4.
<br /> 4.2.7 ECO Responsibility. Unless otherwise mutually agreed to by the Parties, the Company
<br /> assumes no responsibility for performance or maintenance of ECO's, which are to be insured by the Customer. No
<br /> Vendor is an agent of Company, and no Vendor or employee of any Vendor is authorized to waive, supplement or
<br /> otherwise alter any terms,conditions,or agreement between the Company and the Customer.
<br /> 4.2.8 Training. If applicable, and if set forth in a Customer-authorized implementation of a
<br /> Feasibility Report pursuant to a Customer-authorized Implementation Services Authorization Form, the Company
<br /> shall provide on-site training for a reasonable number of the Customer's operating personnel with respect to
<br /> completed ECO's,and the Customer shall assist in such training,all as more fully specified in the Feasibility Report.
<br /> Page 7 of 20 Rev 08/15/08
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