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ORDER NO. PSC -2023 -0180 -PAA -EQ
<br />DOCKET NO. 20230046 -EQ
<br />PAGE 19
<br />Attachment A
<br />Page 14 of 42
<br />First Revised Sheet No. 9.041
<br />FLORIDA POWER & LIGHT COMPANY Cancels Original Sheet No. 9.041
<br />(Continued from. Sheet No. 9.040)
<br />13. FPL's Rights In the Event of Default
<br />13.1 Upon the occurrence of any of the Events of Default in Section 12; FPL may:
<br />(a) terminate this Contract, without penalty or further obligation, except ae 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 an Conipletion/Performance Security pursuant to Section 9 o collect the Termination Fee pursuant to Section 10 as
<br />applicable, and
<br />(c) exercise any other remedy(ies) wMchmay be available to FPL at law or in equity.
<br />13.2 In the case of an Event of Default, the QS recognizes that any remedy at law may be inadequate because thie 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 be entitled to pursue an
<br />action for specific performance, and the QS waives all ofits rights to assert 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 breach ofthus Contract.
<br />14. I n d em a it c a t i on /L i m f is
<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 FPL, customers, FPL's and the QS's personnel and equipment, and for the protection of its own generating system. Subject to
<br />section 2.7 Indemnity to Company, or section 2.71 Indemnity to Company - Governmental, FPL's General Rules and Regulations of Tariff Sheet
<br />No.6.020 each party (the "Indemnifying Party') agrees, to the extent permitted by applicable law, to indemnity, pay; defend, and hold harmless the
<br />other party (the "Indemnitying Party') and its officers, directors, employees, agents and contractors (hereinafter called respectively, "FPL Entities"
<br />and "QS Entities') from and against any mid all claims, demands, costs, or expenses for less, damage, or injury to persons or property of the
<br />hidemrufied Party (or to third parties) caused by, arising out of, or resulting from: (a) a breach by the Indemnifying Party of its covenants,
<br />representations, mid warranties or obligations hereunder, (b) any act or omission by the Indemnifying 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 Perry's
<br />system; (c) any defect in, failure of, or fault related to, the Indemnifying Party's generation system; (d) the negligence or willful misconduct of the
<br />Indemnifying Party or its contractors, agents, servants or employees; or (e) any other evert, act or incident, including the transmission and use of
<br />electricity, that is the result of, or proximately caused by, the Indemnifying Party or its contractors, agents, servants or employees.
<br />14.2 Payment by an Indemnified Party will not be a condition precedent to the obligations of the Indemiufying Party under Section 14; No
<br />Indemnified Party ander Section 14 shall settle any claim for which it claims indemnification hereunder without first allowiiig the Indemnifying Party
<br />the right to defend such a claim. The Indemnifying Party shall have no obligations under Section 14 in the evert of a breech of the foregoing sentence
<br />by the Indemnified Party. Section 14 shall survive termination ofthiv Agreement.
<br />14.3 Limitation on Consequential, Incidental and Indirect Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER THE
<br />QS NOR FPL, NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, MEMBERS, PARENTS, SUBSIDIARIES OR
<br />AFFILIATES, SUCCESSORS OR ASSIGNS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, MEMBERS,
<br />PARENTS, SUBSIDIARIES OR AFFILIATES, SUCCESSORS OR ASSIGNS, SHALL. BE LIABLE TO THE OTHER PARTY OR THEIR
<br />RESPECTIVE OFFICERS, DIRECTORS, AGENTS, F,MPL.OYEFS, MEMBERS, PARENTS, SUBSIDIARIES OR AFFILIATES, SUCCESSORS
<br />OR ASSIGNS, FOR CLAIMS, SUITS, 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 INDEMNTITY 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 OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR'S LIABILITY SMALL 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. E. Romig, Director, Rates and Tariffs
<br />Effective: June 25, 2013
<br />
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