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Docket No. 170077 -EQ Date: June 29, 2017 FLORIDA POWER & LIGHT COMPANY (Contirmi d from Street No. 9.0,46) Attachment A Page 20 of 42 First Revised Sheet No. 9017 Cancels Orkortal Sbeet No. 9A47 18.9. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS CONTRACT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT A PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION RESULTING FROM, ARISING OUT OF OR RELATING TO THIS CONTRACT OR THE TRANSACTIONS CONTEMPI.ATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (d) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS CONTRACT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 18.9 l8.loraxation In the event that FPL becomes liable for additional taxes, including interest and/or penalties seising from an Internal Revante Service's determination, through audit, ruling or other authority, that M's payments to the QS for capacity wider Options B, C. D, E or for energy pursuant to the Fixed Fiat Energy Payment Option D are not fully deductible when paid (additional lax liability). FPL may bill the QS monthly for the costs, including carrying changes, interest and/or penalties, associated with the fact that all ora portion of these agacity payments are not currently deductible for federal and/or state income tax purposes. FPL, at its option, may offset there costs against amounts due the QS baetnder. These costs would be calculated so as to place FPL in the same economic position in which it would lave been if the entire calaclry payments had been deduchble in the period in which the payments were made. if FPL decides to appeal the Internal Revenue Service's determination, the decision as to whelhrr the appeal should be rnade.ltrough the administrative or judicial process or both and all subsequent decisions pertaining to the appeal (both substantive end procedural), shall fest exclusively with FPL. 18.11 Severability If any pan of this Contract, for any reason, is declared invalid, or unenforceable by a public authority of appropriate jurisdiction. then such decision shall not affect the validity of the remainder of the Contract, which remainder shall remain in fora and effei as if this Contract had been executed without the invalid or unenforceable portion. 18.12 Complete Agroenteut and Amendments All previous communications of agreements between the Parties, whether verbal or written, with reference to the subject matter of this Contract we hereby abrogated. No amendment or modification to Ods Contract shall be binding unless it shall be set forth in writing and duly executed by both Parties. This Contract constitutes the entire agreement between the Parties. 18.13 Survival of Contract This Contract, as it may be emended from time to timq shall be binding upon, and inure to the benefit of, the Parties' respective successors -in -interest and legal representatives. -18.14 Record Retention The QS agrees to retain for a period of rive (5) years from the date of termination hawf all records relating to the performance of its obligations hereunder; and to cause all QS Entities to retain for the same period all such records. 18.15 No Waiver No waiver of any of the terns and conditions of this Contract stall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. Any waiver of the tams haoof shall be effective only in the specific instmtce and for the specific purpose given. The Whim ora Party to insist, in any instance, on the strict Performmrce of eery of the terns and conditions hereof shall not be construed as a waiver r of such Party's right in the future to insist on such strict performance. (Continued on Shat No. 9.048) Isstted by: S, E. Romig, Director, Rates and Tariffs Effective: September 13, 2016 " J -25- 1,341