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ORDER NO. PSC -2022 -0203 -PAA -EQ
<br />DOCKET NO. 20220072 -EQ
<br />PAGE 20
<br />Attachment A
<br />First Revises! Sheet No. 9.041
<br />FLORIDA PO%VFR & I,1G1IT CONTPANV Cancels Original Sheet No. 9.441
<br />(Continual from Sheet No 9.040)
<br />13. FPI,1% Rights in the rvebt of Ddault
<br />131 Upon the occurrence of any of the Events ofDofitalt in Section 12, M may:
<br />(a) terminate Go Contrite without penalty or firtlier obligation, vxetpt w net forth in <ion 13.2, by written notion to the QS, and offset
<br />against any payment(s) due from FPL to the QS, any monies otherwise due from the QS to FPL4
<br />(b) draw on die CompletiowPurformance Security pursuant to Section 9 or collect the, Termination fee punnioull to Section 10 as
<br />applicable; and
<br />(c) exercise any other remedy(ies) which may he available to FPI, at low or in equity.
<br />13.2 In the case of elk Event of Defisaft, Ike QS recognizes that any remedy at low may be inadequate because this Contract is unique
<br />and/or because the actual damages of FPL may I* difficult to reasonably m;Qvrtwn. Therefore, the QS agrees that FPL shall be entitled to pursue wit
<br />action for specific performance, and the QS waives idl ofits rights to assert w a definve to such action that FPL,l; remedy at law ivadquate.
<br />13.3 Temlination shelf not affect the liability or either party for obligations wising prior to such termination or for damages, if my,
<br />resulting, from any bleach or this Contract,
<br />14. Indellinificution/Limits
<br />14A FPL and the QS shall each be responsible for its ourn facilities_ FPI. and the QS shall each be responsible for ensuring adequate
<br />safeguards for other FPL customers, FPL's mid die QS's personnel and equipment, and for die prowdon of its own generating system. Subject to
<br />section 2.7 Indemnity to Company, or section 2.7t Indannity to Company - Governmental, FPL'q General Rules mid Regulations or TwiffShect
<br />No b.020 each party (the -Inelemlutying Party") agrees, to the extent permitted by applicable low, to indemnify, pay, defend, mid hold harritleas the
<br />other party (the "Indemnifying Pmty*) and its officen, dirmlors, employees, agmto and watrectors (hatirtaftcr called respectively. "FPL Entities"
<br />and *'Q3 Entities') from arid against any mid all daimp, dimiathis, costs, or expenses for low, damage, or injury to pavom, or Property of the
<br />Indemnified Party (or to third purtiew) caused by, arising out of, or romiltitilt from: (a) a breach by the Indemnifying Party of its covenants,
<br />representations, and warranties or obligations hereunder, (b) any act or omission by the tndemaifying 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 With the other I'mity's
<br />system, (e) any defect in, fifilinii of, or firtaft related to, die Indemnifying Party's Serwratkni system; (d) die negligeince or willful miscorduct of the
<br />Indemnifying Party or its oormactom agents, slarvalaft or employees, or (a) any other event, sot or incident, including the transmission and we of
<br />c1ce(ficity, that is the result of, or proximately caused by, the ludianni6ing Party or its contractors, agents, servants or employees,
<br />14.2 Payment by art Indemnified Party will net be a condition precedent to the oblifafions of the ImWmm6* Party under Section 14, No
<br />Indemnified Party undw Section 14 shall settle may claim for which it dairlig indemnifion lion hereunder with" firyt allowing the Indemnifyipf Potty
<br />the light to defend such a claim. The Indemnifying Party #find have no obligations under Section 14 in the event are breach of the foregoing sentence
<br />by the Indemnified Perry, Section 14 shall survive termination of this Agreement,
<br />14.3 Limitation oil ComquentiaL Incidental and Indirect Damages. TO THE FULLEST EXTM PERMITTED BY LAW, NEITHER THE
<br />QS NOR Fill, NOR THEIR RESPECTIVE OFFICERS, DIREC)RS, AGENTS, EMPLOYELN, MEMBERS, PARENTS, SU13SIDIAR10% OR
<br />AFFILIKI-JiS, SU(7CESSORS OR ASSIGNS, OR THEIR RESPECTIVE OFFICrAS, DIRECTORS, AGENTS, EMPLOYEES, MEMBERS,
<br />PARENTS, SUBSIDIARIES OR AFFILIATES, SUCCESSORS OR ASSIGNS, SHALL BE LIABLE TO THE OTHER PARTY OR THEIR
<br />RFSPFCT`WE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, MEMBERS, PARENTS, SUBSIDIARIES OR AFFILIATES, SUCCESSORS
<br />OR ASSIGNS, FOR CLAIM -S, SIJrM, ACTIONS OR CAUSES OF ACTION FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE,
<br />MULTIPLE OR CONSEQUENTIAL DAMAGES CONNECTED WITH OR RESULTING FROM PERFORMANCE OR NON-PERFORMANCE
<br />OF THIS CONTRACT, OR ANY ACTIONS UNDERTAKEN IN CONNECTION WITH OR RELATED TO THIS CONTRACT, INCLUDING
<br />WITHOUT LIMITATION, ANY SUCH DAMAGES WHICH ARE BASED UPON CAUSES OF ACTION FOR BREACH OF CONTRACT,
<br />TORT (INCLUDING NEGLIGENCE AND MISREPRESENTATION), BREACH OF WARRANTY, STRICT LIABILITY, STATUTE,
<br />OPERATION OF LAW, UNDER ANY INDEMNITY PROVISION OR ANY OTHER THEORY OF RECOVERY. TO THE EXTENT ANY
<br />DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE
<br />DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT, AND
<br />THAT THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE ANTICIPATED HARM OR LOSS. IF
<br />NO REMEDY OR MEASURE OP DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGORS LIABILITY SHALL BE LIM1717ED TO
<br />DIRECT DAMAGES ONLY, AND SUCH DIRECT DAMAGES SHALL BE THE SOLE AND EXCLUSIVE MEASURE OF DAMAGES AND
<br />(Continued on SheetNo. 9.042)
<br />Issued by: S. E. Romig, Director, Rates and Tariffs
<br />Effective: June 25, 2013
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