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Feasibility Study to the Customer. If the Customer elects to not authorize a Feasibility Study, or if the Customer fails to deliver to the Company an executed Feasibility Study Authorization Form within the sixty (60) day period provided by this Section 3.2, the Company shall have no duty or obligation to conduct a Feasibility Study with respect to any of the ECO's at the Service Locations identified in the Feasibility Study Authorization Form. 3.3 Feasibility Report. Pursuant to a Customer -authorized Feasibility Study performed by the Company in accordance with a Feasibility Study Authorization Form, the Company shall recommend ECO's for implementation at any Service Locations surveyed based on a life -cycle cost analysis and estimated energy savings for each ECO. The Company shall prepare and submit to the Customer a Feasibility Report specifying each recommended ECO and providing for each an estimate of (a) the expected implementation cost, (b) the anticipated life -cycle cost savings, and (c) the estimated timing for implementation, all of which shall be estimates only, based on the Company's reasonable assumptions. In the case of each ECO examined in a Feasibility Report, the Company shall provide sufficient information to determine whether the Customer's Payback Criteria are expected to be met based on the Company's estimates. 3.4 Authorization to Proceed with Feasibility Report. Each Feasibility Report will include an Implementation Services Authorization Form, as defined below in Section 4.1, which must be executed by the Customer and delivered to the Company within sixty (60) days after the Customer's receipt of the Feasibility Report to authorize the Company to proceed with the preparation of an implementation of the Feasibility Report in accordance with Article 4. If the Customer timely delivers to the Company an executed Implementation Services Authorization Form, the Company will proceed with preparing any implementation of the Feasibility Report authorized by the Customer on the Implementation Services Authorization Form; provided, however, that if the Customer elects to proceed with less than fifty percent (50%) of the recommended ECO's (as determined on an estimated implementation cost basis) identified in a Feasibility Report, the Company shall have the ability to refuse to proceed with preparation and implementation identified in a Feasibility Report for any ECO's that the Customer elects to proceed. Each Implementation Services Authorization Form accompanying and referencing a Feasibility Report will include an option allowing the Customer to defer payment of the Feasibility Study Price in accordance with Section 3.5.3 if the Customer elects to proceed with additional Implementation Services. 3.5 Feasibility Study Price and Payment Terms. 3.5.1 Feasibility Study Price. Except as otherwise provided in Section 3.5.3, the Customer shall pay to the Company the Feasibility Study Price which is included in a Customer -executed Feasibility Study Authorization Form for all Services performed by the Company in conducting a Customer -authorized Feasibility Study and issuing a Feasibility Report. The Feasibility Study Price is the full compensation for the Services performed by the Company in conducting a Company -authorized Feasibility Study and rendering a Feasibility Report and includes all federal, state and local taxes, if any, assessed with respect to the Services or with respect to the furnishing of any items under the Feasibility Study. 3.5.2 Payment Upon Failure to Authorize Additional Services. If the Customer elects to not proceed with Implementation Services or fails to deliver to the Company a completed and executed Implementation Services Authorization Form within sixty (60) days of the Customer's receipt of a Feasibility Report, the Company shall have no duty or obligation to proceed with any Implementation Services with respect to the ECO's identified in the Feasibility Report, and the Company shall provide an invoice to the Customer for the full Feasibility Study Price determined in accordance with Section 3.5.1 and included in the Feasibility Study Authorization Form. The Customer shall pay the total amount of the invoice in full within sixty (60) days following the Customer's receipt of the invoice. 3.5.3 Deferral Election. In the event the Customer elects to proceed with Implementation Services for one or more ECO's pursuant to Section 3.4, the Customer shall elect on the Implementation Services Authorization Form accompanying and referencing a Feasibility Report to either (a) receive an invoice for the full amount of the Feasibility Study Price, or (b) defer and roll-over payment of the Feasibility Study Price until such time as compensation is payable to the Company pursuant to Article 4 for Implementation Services. If the Customer elects to receive an invoice pursuant to clause (a) of this Section 3.5.3, or if the Customer fails to make a timely election pursuant to the foregoing, the Company shall issue an invoice for the full amount of the Feasibility Study Price, and the Customer shall pay such amount within thirty (30) days following receipt of the invoice. Page 5 of 20 Rev 08/15/08