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ORDER NO. PSC -2020 -0212 -PAA -EQ
<br />DOCKET NO. 20200114 -EQ
<br />PAGE 26
<br />IZARIPA POWER & I IGHT COMPANY
<br />Attachment A
<br />First Revised Sheet No. 9.047
<br />Cancels Original Sheet No. 9.04.7
<br />(Continued from Sheet No, 9,046)
<br />18.9. Waiver of Any Trial. EACH PARTY ACKNOWLEDGES AND: AGREES THAT ANY. CONTROVERSY WI1ICH MAY
<br />ARISE UNDER THIS CONTRACT IS LIKELY TO INVOLVE COMPLiC.ATF.D AND DIFFICULT ISSUES, AND THEREFORE EACH
<br />PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT A PARTY MAY ILAVE TO A TRiAL BY
<br />JURY IN RESPECT OF ANY LITIGATION RESULTING FROM, ARISING OUT' OF QR RLLAI'ING'!'O THIS CONTRACT O1; THE
<br />TRANSACTIONS CONTEMPLATED HEREBY. :EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO
<br />REPRESEN1AT1VE, AGENT OK ATTORNEY OP THE OTHER PARTY HAS REPRESENTED EXPRESSLY OR OTHERWISE,
<br />T1iA`I' SUCI I arum PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER,
<br />(b) EACH PARTY UNDERS'I:ANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) EACH PARTY MAKES
<br />THIS WAIVER VOI.UNI ARIIN AND (d) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS CONI'RA(1 BY, AMONG
<br />OTHERTLIINGS, TIIE MUTUAL \VAiVERS AND CERTIFICATIONS IN THIS SECTION 18.9
<br />18,1:0 Taxation
<br />lit the event that FPL becomes liable for idditional taxes: including interest aiullor penalties arising from an Internal Rerenue
<br />Service's determination, through audit, oiling or other authority, that FPI.'s payments to the QS for capacity under Options R, C, I), E or for
<br />energy pursuant to the Fixed Finn Energy Payment Option D are not fully deductible when paid (additional tax liability), FPL may hill the
<br />QS monthly for the costs, including carrying charges, interest and'or penalties, associated, with the fact that all or a portion of these capacity
<br />payments are not currently deductible for federal andvor state income tax purposes. FPi, at its option, may offset these costs against amounts
<br />Ate the QS hereunder. These costs would be calculated so as to place FPL in the same economic position in which it would have been if the
<br />entire capacity payments had heen deductible in the period in which the payments were made. If FPL decides to appeal the Internal Revenue
<br />Service's determination, the decision as to whether the appeal should be made through One administrative or judicial process or both, and all
<br />subsequent decisions pertaining to the appeal (both substantive and procedural), shall rest exclusively with FPL,
<br />18.11 Severability
<br />1farty part of this Contract, for any reason, is declarcd.invalid, or Unenforceable by a public authority of appropriate jurisdiction,
<br />then3ueh decision shall not affect the validity, of, the remainder of the Contract, which rttnainder stall remain in force and effect as if this
<br />Contract had been executed without the invalid or unenforceable portion.
<br />18.12 Complete Agreement and Amendments
<br />All previous communications or agreements between the Parties, whether verbal or written, with reference to the Subject matter of
<br />this Contract are hereby abrogated. No amendment or modification to this Contract shall be binding unless it shall be set forth in writing and
<br />duly executed by both Parties. This Contract constitutes the entire agreement between the Parties.
<br />18.13 Survival of Contract
<br />This Contract as it may be amended from time to time, shall be binding upon, and inure to the benefit of, the Parties' respective
<br />successors -in -interest and legal representatives.
<br />18.14 Record Retention
<br />The QS agrees to retain for a period of five (5) years from the date of termination hereof all records relating to the performance of
<br />its obligations hereunder, and to ease all QS Entities to tclain for the same period all such records.
<br />18.15 No Waiver
<br />No waiver of any of the teens and conditions of this Contract shall be effective unless in writing and signed by the Party against
<br />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
<br />purpose given, The failure of a Parry to insist, in any instance, on the strict performance of any of the terms and conditions hereof :Thal l txif he
<br />construed as a waiver of such Party's right in the future to insist on such strict performance.
<br />(Continued on Sheet No. 9.048)
<br /><Issuet i Z
<br />Se,R. RowN, Director, Rates and Tariffs
<br />Eft ettrWt [ leatiTtltit♦ 13,201d
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