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however, that for the purposes of this subsection, SMG shall have the right to suspend perfor- mance retroactively effective as of the date of the use of the Facility was effectively curtailed. "Substantial reduction in the need for these services provided by SMG" shall mean such a reduc- tion as shall make the provision of any services by SMG economically impractical. No pay- ments of the management fees otherwise due and payable to SMG shall be made by the County during the period of suspension. In lieu thereof, the County and SMG may agree to a reduced management fee payment for the period of reduction in services required. (f) In the event of a substantial increase in any Operating Expense or a sub- stantial decrease in the Operating Revenues not reasonably within the control of either party, the parties shall mutually negotiate in good faith an adjustment to the Benchmark and /or incentive fee formula set forth in Section 4.3 above to take into account such increased cost or decreased Operating Revenues, as the case may be. 13.7 Binding Upon Successors and Assigns; No Third -Party Beneficiaries (a) This Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto and each of their respective successors and permitted assigns. (b) This Agreement shall not be construed as giving any Person, other than the parties hereto and their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any of the provisions herein contained, this Agreement and all provisions and conditions hereof being intended to be, and being, for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns and for the benefit of no other Person. 13.8 Notices Any notice, consent or other communication given pursuant to this Agreement must be in writing and will be effective either (a) when delivered personally to the party for whom intended, provided a delivery receipt is secured by the deliverer, (b) on the second busi- ness day following mailing by an overnight courier service that is generally recognized as relia- ble, (c) on the fifth day following mailing by certified or registered mail, return receipt requested, postage prepaid, or (d) on the date transmitted by telecopy as shown on the telecopy confirma- tion therefor as long as such telecopy transmission is followed by mailing of such notice by certi- fied or registered mail, return receipt requested, postage prepaid, in any case addressed to such party as set forth below or as a party may designate by written notice given to the other party in accordance herewith. To the County pdfconvert. 9450.1. cabarms_agreement_2015. doc 33 F -1 Attachment number 1 Page 113