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ORDER NO. PSC -2019 -0220 -TRF -EI <br />DOCKET NO. 20190034 -EI <br />PAGE 23 <br />FLORIDA POWER & LIGHT COMPANY <br />Attachment C <br />Page 5 of 11 <br />Original Sheet No. 9.824 <br />(Continued from Sheet No. 9.823) <br />(b) Early Termination by Company for Convenience or by Company Due to Change in Law. The <br />Company has the right to terminate this Agreement for its convenience upon written notice to <br />Customer at least one -hundred eighty (180) clays prior to the effective date of termination, or, in <br />whole or in pan, immediately upon written notice to Customer as a result of FPSC actions or change <br />in applicable laws, rules, regulations, ordinances or applicable pennits of any federal, state or local <br />authority, or of any agency thereof, that have the effect of terminating, limiting or otherwise <br />prohibiting Company's ability to provide the Service. Upon a temlination for convenience by <br />Company, pursuant to this Section 13(b), Customer must choose to either: (i) Purchase the Equipment <br />upon payment of (A) a transfer price mutually agreeable to Company and Customer, plus (13) <br />Company's cost to reconfigure the Equipment to accept standard electric service from the Company, <br />plus (C) any outstanding Monthly Service Payments, fuel charges and applicable taxes for Service <br />provided to Customer prior to the effective date of termination, plus (D) any unrecovered fuel and <br />maintenance costs expended by Company prior to the effective date of termination, minus (E) any <br />cnsh security held by the Company under this Agreement or (ii) Request that Company remove the <br />Equipment, at Company's sole cost, within a reasonable time period, provided that, for the avoidance <br />of doubt. Company has the right, but not the obligation, to access and remove any and all Equipment, <br />nt its sole discretion. Title to Equipment that Company elects not to remove shall transfer to <br />Customer upon written notice by Company to Customer of such an election. If Customer and <br />Company cannot reach agreement as to the transfer price of the Equipment within ninety (90) days of <br />Company's notice of termination for convenient. Customer shall be deemed to have elected the <br />request for Company to remove the Equipment. <br />}~arly Termination of Agreement for Cause. In addition to any other termination rights expressly <br />set forth in this Agreement, Company and Customer, as applicable, may terminate this Agreement for <br />cause upon any of the following events of default (each an "Event of Default"): (i) Customer fails to <br />timely pay the Monthly Service Payment and fails to cure such deficiency within five (5) business <br />days of written notice from the Company; (ii) Company materially breaches its obligations under thc <br />Agreement and such failure is not cured within thirty (30) days after written notice thereof by <br />Customer, (iii) Customer fails to perform or observe any other covenant, term or condition under the <br />Agreement and such failure is not cured within thirty (30) days after written notice thereof by <br />Company; (iv) Subject to ,Section 20, Customer sells, transfers or otherwise disposes of the Facility; <br />(v) Customer or any guarantor of Customer's obligations or liabilities hereunder ("Guarantor") sells, <br />transfers or otherwise dispose of all or substantially all of its assets; (vi) Customer or Guarantor enters <br />into any voluntary or involuntary bankruptcy or other insolvency or receivership proceeding, or <br />makes as assignment for the benefit of creditors: (vii) any representation or warranty made by <br />Customer or Guarantor or otherwise furnished to Company in connection with the Agreement shall <br />prove at any time to have been untrue or misleading in any material respect; or (viii) Customer <br />removes or allows a third party to remove, any portion of the Equipment from the Facility. <br />i. Upon a termination for cause by Company, the Company shall have the right to access and <br />remove the Equipment and Customer shall be responsible for paying the Termination Fee as <br />more fully described in Section 13(n'. For the avoidance of doubt, Company has the right, <br />but not thc obligation, to access and remove any and all Equipment, at its sole discretion. <br />Title to Equipment that Company elects not to remove shall transfer to Customer upon <br />written notice by Company to Customer of such en election. Additionally, the Customer <br />shall be liable to Company for any auomey's fees or other costs incurred in collection of the <br />Termination Fee. In the event that Company and a purchaser of the Facility (who has not <br />assumed the Agreement pursuant to Section 20) agree upon a purchase price of the <br />Equipment, such purchase price shall be credited against the Termination Fee owed by <br />Customer. <br />(c) <br />(Continue on Sheet No. 9.825) <br />Issued by: Tiffany Cohen, Director, Rates and Tariff <br />Effective: <br />