### 9.1 Material Change Defined. A “Material Change” shall include any change in or to the Project site, whether structural, operational or otherwise in nature which reasonably could be expected, ==in the judgment of EPIC WATER AUTHORITY==, to increase or decrease annual energy consumption in accordance with the provisions and procedures set forth in *Schedule B - Baseline Energy Consumption; Methodology to Adjust Baseline* and *Schedule C - Savings Measurement and Verification Plan; Post-Retrofit M&V Plan; Annual M&V Report Requirements* ==by at least __ % after adjustments for climatic variations==. Actions by EPIC WATER AUTHORITY which may result in a Material Change include but are not limited to the following: - (i) Manner of use of the Project site by EPIC WATER AUTHORITY; or - (ii) EPIC WATER AUTHORITY’s failure to provide maintenance of and repairs to the Equipment in accordance with Schedule (insert title); or - (iii) Any other conditions other than climate affecting energy use at the Project site including but not limited to the replacement, addition or removal of energy and water consuming devices whether plug in or fixed assets, or - (iv) Casualty or condemnation of the Project site or Equipment, or - (v) Changes in utility provider or utility rate classification, or - (vi) Any other conditions other than climate affecting energy or water use at the Project site, or - (vii) Modifications, alterations or overrides of the energy management system schedules or hours of operation, set back/start up or holiday schedules.