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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 Payment Unconditional Upon 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
<br /> 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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