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3.5.4 Late Payments. Any overdue payment under Article 3 shall bear interest at the Delayed Payment Rate from the date such payment is due until and including the date of payment. 3.5.5 Release from Obligation to Pay Feasibility Study rice. Notwithstanding any provision in Section 3.5.1 to the contrary, the Customer shall have no obligation hereunder to pay the Company for a Feasibility Study or Feasibility Report performed by the Company if (a) the Feasibility Report submitted by the Company does not identify at least one potential ECO at a Customer Service Location specified in the Customer -executed Feasibility Study Authorization Form which meets the agreed upon Payback Criteria as set forth in the Feasibility Study Authorization Form, or (b) the Customer does not elect to proceed further with any recommended ECO as set forth in Section 3.4. 3.5.6 Notice of Termination of Feasibility Study by the Company. In the event the Company determines, prior to submission of the Feasibility Report to the Customer, that the Company will not be able to identify at least one potential ECO that meets the agreed upon Payback Criteria as set forth in the Feasibility Study Authorization Form, then the Company, in its sole discretion, may elect by written notice to the Customer to terminate its duties and obligations to complete and deliver the Feasibility Report, unless the Customer, within five (5) days following receipt of such notice, elects in writing to waive the provisions of Section 3.5.5 and to pay to the Company the Feasibility Study Price as otherwise set forth in Section 3.5.1. ARTICLE 4 — INSTALLATION AND IMPLEMENTATION 4.1 Authorization to Proceed with Implementation Services. Each Feasibility Report will be referenced and incorporated into an Implementation Services Authorization Form 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 Implementation Services identified in the Feasibility Report. A sample copy of an Implementation Services Authorization Form is attached to this Master Agreement as Schedule B. If the Customer timely delivers to the Company an executed Implementation Services Authorization Form, the Company will proceed with conducting the Implementation Services specified in the Feasibility Report. If the Customer elects to not authorize the Implementation Services or if the Customer fails to deliver to the Company an executed Implementation Services Authorization Form within the sixty (60) day period provided by this Section 4. 1, the Company shall have no duty or obligation to perform any Implementation Services with respect to any of the ECO's at the Service Locations identified in the Feasibility Report, and the Customer shall pay the Company for the Feasibility Study prepared for such ECO. 4.2 Substantial Completion and Final Acceptance. 4.2.1 Inspections and Notice of Substantial Completion. During the performance of Implementation Services under this Article 4, the Customer shall have the right to conduct reasonable inspections of the work of the Company or any Subcontractor at any time upon reasonable prior notice. Upon Substantial Completion of construction and installation of each ECO in accordance with a Customer -authorized Feasibility Report, the Company shall deliver a Notice of Substantial Completion to the Customer. A sample copy of a Notice of Substantial Completion is attached to this Master Agreement as Schedule C. The Customer shall have delivered a list of any Punch List items and any potential material defect or deficiency prior to the Customer executing a Notice of Substantial Completion. 4.2.2 Correction of Material Defects or Deficiencies. Prior to receiving a Notice of Substantial Completion, the Customer agrees it has identified and delivered written notification to the Company any and all potential material defect or deficiency in an ECO. If the Customer determines that a material defect or deficiency exists, Customer shall promptly notify Company in writing pursuant to Section 218.735(7)(a)(1), Florida Statutes, and thereafter the Company shall cause any necessary corrections to be made to remedy the material defect or deficiency. If for any reason the Customer fails to deliver written notification to the Company of a material deficiency or defect in an ECO following the Company's acknowledgment by Customer that the ECOs are Substantially Complete and received the Customer's Notice of Substantial Completion, the Customer shall thereby be deemed to have irrevocably acknowledged and agreed that (a) each ECO meets the requirements of the Master Agreement and the Customer -executed Implementation Services Authorization Form, and (b) each such ECO is Page 6 of 20 Rev 08/15/08