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ORDER NO. PSC -2018 -0085 -PAA -EQ
<br />DOCKET NO. 20170226 -EQ
<br />PAGE 19
<br />First Revised Sheet No. 9.041
<br />FLORIDA POWER & IJGHT C04NIPANY Cancels Original Sheet No. 9.041
<br />(Continued from Shur No. 9.040)
<br />13. FPL's Rights in the Event of Default
<br />13.1 Upon the occurrcna of any of the Events of Default in Section 12, FPL may:
<br />(a) tcradrhate this Contract. nithout penalty or further obligation, except as set forth in Section 13.2. by written notice to the QS, and offset
<br />against any payment(s) due from FPL to the QS, any monies otherwise due from the QS to FPL;
<br />(b) draw on the Completion/Pcrfemhan a Security pursuant to Section 9 or collet the Termination Foo pursuant to Section 10 as
<br />applicable, and
<br />(c) exercise any other remcdy(ies) which may be avatsblc to FPL at law or in equity.
<br />13.2 In the ewe of an Event of Default, the QS recognizes Etat airy remedy at law may be inadequate because this Contract is unique
<br />and/or because the actual damages of FPL may be difficult to reasonably ascertain Therefore, the QS agrees that FPL shall W entitled to pursue an
<br />action for specific performance, and the QS waives all of its rights to asset as a defense to such action that FPL's remedy at law is adequate.
<br />13.3 Termination shall not affect the liability of either party for obligations arising prior to such termination or for damages, if any,
<br />resulting from any brach ofthis Contract.
<br />14. Indent ulflcatloM.imits
<br />14.1 FPL and the QS shall each be responsible for its own facilities. FPL and the QS shall each be responsible for ensuring adequate
<br />safeguards for other PPL customers, ITL's and the QS's personnel and equipment, and for the protection of its oars generating system. Subject to
<br />section 2.7 Indvmmly to Company, or section 2.71 Indemnity to Company — Governmental, PPL's Gcnaal Rules and Regulations of'1'eritf Shea
<br />No.6.020 each party (the "Indemnifying Panty) agrees, to the extent permitted by applicable law, to indemnify, pay, defend, and field hanmlcss the
<br />other party (Ute `Indemnifying Party") and its officers, directors, employees, agents and contractor (hereinafter called respectively, "FPL Entities"
<br />and "QS Entities') from and against any and nil claims, demands, casts, or expenses for loss, damage, or injury to persons or property of the
<br />indemnified Party ((it to third parties) caused by, arising out of, or resulting from: (a) a breach by the Indemrdfy{ng Party of its covenants,
<br />representations, and warranties or obligations hereuade , (b) any act or emission by the Indenmifying Party or its contractors, agents, servants or
<br />employees in connection with the installation or operation of its generation system or the operation thereof in connection pith the other Party's
<br />system; (c) any defect in, failure of, or fault related to, the Indemnifying Party's generation system-. (d) the ncgligarcc or willful misconduct of the
<br />Indemnifying Party or its conttactom agents, servants or employees; or (c) any other evert, act or incident' including the transmission and use of
<br />electricity, that is the result of, or prommatcly caused by, the tndcmttifying Party or its contractors, agents, sen•ents or employees.
<br />14.2 Payment by an indemnified Party will not be a condition precedent to the obligations of rho Indemnifying Party under Section 14. No
<br />Indemnified Party under Section 14 shall settle any claim for which it claims indemnification ]hereunder without first allowing the Indemnifying Party
<br />the right to defend such a claim. 31w Indemnifying Party shall have no obligation under Section 14 in the event of u breach of the foregoing sentence
<br />by lire Indemnified Party. Section 14 shall survive termination of this Agreement.
<br />14.3 Limitation on Cmusequentinl, Incidental and Indirect Dumage, . TO THE FULLEST EXTENT PERMITTED BY LAW, *NEITHER THE
<br />QS NOR FPb, NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, NfEMBERS, PARENTS, SUBSIDIARIES OR
<br />AFFILIATES, SUCCESSORS OR ASSIGNS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, MEMBERS,
<br />PARENTS, SUBSIDIARIES OR AFFILIATES, SUCCFSSORS OR ASSIGNS, SHALL BE LIABLE TO THE OTHER PARTY OR THEIR
<br />RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, MEMBERS, PARENTS, SUBSIDIARIES OR AFFILIATES, SUCCESSORS
<br />OR ASSIGNS, FOR CLAIMS, SUITS, ACTIONS OR CAUSES OF ACTION FOR INCIDENTAL, INDIRECT, SPECIAL, PUNTITVE,
<br />MULTIPLE OR CONSEQUENTIAL DAMAGES CONNECTED Writ OR RESUL;rING FROM PERFORMANCE OR NON-PERFORMANCE
<br />OF THIS CONTRACT, OR ANY ACTIONS UNDERTAKEN IN CONNECTION Willi OR RELATED TO 1.1115 CONTRACT, INCLUDING
<br />WCI'IiOUT' L1M1'1'A'rm, ANY SUCH DAMAGES WHICH ARE BASED UPON CAUSES OF ACflON FOR BREACH OF CONI'RAC'1',
<br />TOR'r (INCLUDING NEGI,IGENCfi AND MISREPRESENTATION), FIRFACII OF WARRANTY, STRICT' LIAIIIII'ri', S'1'ATUTI;
<br />OPERATION OF LAW, UNDER ANY INDEMNITY PROVISION OR ANY OTHER THEORY OF RECOVERY. TO THE EXTENT ANY
<br />DAMAGES REQUIRED TO BE PAID HF.RF.UNDF,R ARE LIQUIDATED, THE PARTIES ACIcTIONvim m THAT THE DAMAGES ARE
<br />DIFFICULT OR IMPOSSIBLE TO DETERMINE THAT OTHERWISE OBTAINING AN ADEQUATE. REMEDY IS INCO,WF,NIFNT, AND
<br />THAT THE L.IQUMATF,D DAMAOF_S CONSTITUTE A REASONABLE APPROXIMATION OF THE ANTICIPATED HARM OR LASS. IF
<br />NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR'S LIABILITY SHALL BE LIMITED TO
<br />DIRECT DAMAGES ONLY, AND SUCH DIRECT DAMAGES SHALL BE THE SOLE AND EXCLUSIVE MEASURE OF DAMAGES AND
<br />(Continued on Sheet No. 9.042)
<br />Issued by- S. P. Romig, Director, Rates and Tariffs
<br />Effective: June 25, 2013
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