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ORDER NO. PSC -2018 -0085 -PAA -EQ DOCKET NO. 20170226 -EQ PAGE 25 First Revised Sheet No. 9.047 FLORIDA POWFR & LIGHT COMPANY Cancels Original Sheet No. 9.047 (Continued from Sheet No. 9.046) 18.9. Waiver of Jury Trial, EACH PARI'Y ACKNOWLF,I)CPS AND AGREES 1'HA'I' ANI' CONTROVERSY WHICH MAY ARISE UNDER PHIS CONI'RACI' IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDMIONALLY WAIVES ANY RIGHT A PARTY MAY HAVE TO ATRIAL BY JURY IN RESPECT OF ANY LITIGATION RESULTING FROM, ARISING OUT OF OR RELATING TO THIS CONTRACT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGFS. THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARI'Y WOULD NOT, IN THE EVENT OF LITIGATION, SEEK 1-0 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) PAC' H PARTY HAS BEEN INDUCED TO ENITR INTO THIS CONTRACT BY, AMONG OTHER THINGS, THE MUTUAL. WAIVERS AND CERTIFICATIONS IN THIS SECTION 18.9 18.10 Taxation In We event that FPL becomes liable for additional taxes, including interest andlor penalties arising from an Internal Revenue Service's determination, through audit, ming or other authority, that FPI; s payments to the QS for capacity under Options H, C, D, E or for energy pursuant to Ote Fixed Firm Energy Payment Option D are not fully deductible when paid (additional tax liability), FPL may bill the QS monthly for the costs, including catling charges, interest and/or penalties, associated with the fact that all or a portion of these capacity payments are not currently deductible for federal and/or state income tax purposes. FPL, at its option, may offset these casts against amounts due the QS hereunder. These costs would be calculated so as to place FPL in die same economic position in which it would have been if the entire capacity payments had been deductible in the period in svldch the payments were trade. If FPL decides to appeal the Internal Revenue Service's determination, the decision as to whclhcr the appeal should be mark: through the adarinistrative or judicial process or Troth, and all subsecprent decisions pertaining to the appeal (both substantive and procedural), shall rest exclusively with FPI.. 18.11 Severability if any port of Oris 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 force and eti'ect as if this Contract had been executed without the invalid or unenforceable portion. 18.12 Complete Agreement and Amendments All previous commu nicalions or agreements between the Parties, whether verbal or written, with reference to the subject matter of this Contract are hereby abrogated No amendment or modification to this 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 ofContract This Contract, as it may be amended from time to time, shall be binding upon, and irurre 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 five (5) years from the dale of temrinatien hereof 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 terms and conditions of this Contract shall be effective unless in writing and sighed by the Party against whom such waiver is sought to be enforced Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given. The failure of a Party to insist, in any instance, on the strict performance of any of tare teras and conditions hereof shall not be construed as a waiver of su ch Party's right in the future to inasl on such strict performance. (Confined on Sheet No. 9.048) Issued by: & E Romig, Director,'Rates and Tariffs Effective: September 13, 2016