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ORDER NO. PSC -2023 -0180 -PAA -EQ
<br />DOCKET NO. 20230046 -EQ
<br />PAGE 25
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<br />Attachment A
<br />Page 20 of 42
<br />First Revised Sheet No. 9.047
<br />Cancels Original Sheet No. 9.047
<br />1. WdVer, of Jury Trial. EACH'MTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
<br />&l S$: I*71J $THIS CONTRACT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH'
<br />�A1tT1� ft�Y IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHTI' A PARTY MAY HAVE TO A TRIAL
<br />JURY IN RESPECT OF ANY LITIGATION RESULTING FROM, ARISING. OUT OF OR RELATING TO THIS CONTRACT OR THE
<br />TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES TIiAT (a) NO
<br />,REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PAR'T'Y HAS REPRESENTED, EXPRESSLY OR OTHERWISE,;
<br />THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER,'
<br />(b) EACH PARTY UNDERSTANDS AND HAS CQNSIDERF..D THE IMPLICATIONS OF THIS WAIVER, (c) EACH PARTY MAKES'
<br />THIS WAIVER VOLUNTARILY AND (d) EACH #ARTY HAS BEEN INDUCED TO ENTER INTO THIS CONTRACT BY, AMONG
<br />€Ti#EJiTHINGS,THE.
<br />IdiJIiJAX,1 AiiI RS ANDCERTIFICATION„JNTHIS SECTIQNI”
<br />&IOTaxatiork;
<br />In the event that FPL becomes liable for additional taxes, including interest ardor penalties arising from an Internal Revenue
<br />Service's determination, through audit, ruling or other authority, that FPL's payments to the QS for capaci*vider Options B, C, D, E or for
<br />energy pursuant to the Fixed Firm Energy Payment Option D are not fully deductible when paid (additi liability), FPL maybill the
<br />-QS monthly for the costs, including carrying charges, interest and/or penalties, associated with the fact ztltOrtioii of time capacity
<br />payments are not currently deductible for federal and/or state income tax purposes. FPL, at its option, may,46wawoosts Iagainst amounts
<br />due the QS hereunder. These costs would be calculated so as to place FPL in the same economic position in been if the
<br />erttire capacity payments had been deductible in the period in which the payments were made. If FPL decides tb l drrual Revenue
<br />Service's determination, the decision as to whether the appeal should be made through the administrative or judi irprocess or both, and all
<br />subsequent decisions, pertairang to the appeal (both substantive and,procedural), sltatireat:exclusively with FPL.
<br />1.8.•11 Severability'
<br />It'any part of$tis-Conf am fbr,aWteasm is declared`'iitv" cit' itiret cable `i y a publie wiihodty ofapproprfate 3ur4diction,
<br />then suoh deei on=sheilnot affect. The validity of the remainder of the Contract, which remainder shall remain in force and effect as if this
<br />ConteWbed-beenekedi Grnd without the hWbl dor unenforceable portion.
<br />I9,12 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 abrog•ated No•amendment or modification to this Contract shall be binding unless it shall be set forth in writutg and
<br />duly executed by both PattX€g,Thi srhut constitutes the entire agreement between the Parties,
<br />1:8:13 Survivat otCcntract
<br />This Contractw; it may amended from time to time; shall be binding upon; and inure to the benefit of, the Parties' respective
<br />successors -in -interest andlegalrepresentatives.
<br />18.14 Record ReietiOm
<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 carne all QS Entities to retain for the same period all such records.
<br />i,&.ISNoWalvaer
<br />90waiver of any of tlw terms 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. Arty waiver of the terms hereof shall be effective only in the specific instance and for the specific
<br />purpose given The failure of a Party to insist, in any instance, on the strict performance of any of the terms and conditions hereof shall not be
<br />construed as a waiver of such Party's right in the future to insist on such strict performance.
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