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cretion such action is necessary to avoid irreparable damage or to preserve the status quo ("Egnf- table I,itigation'~. Despite such action, the parties will continue to participate in good faith in the procedures specified in 9ils Section 13.2. (h) Any interim or appellate relief granted in such Equitable Litigation shall remain in effect until the alternative dispute resolution procedures described in this Section 13.2 concerning the dispuba that is the subject of such Equitable Litigation result in a settlement Such written settlement agreement shall be the final, binding determination on the merits of such dispute, shall supersede and nullify any decision in the Equitable Litigation, and shall preclude any subsequent litigation on such merits (except to enforce the settlement agreement), notwith- standing any detemtination to the contrary in wnnection with any Equitable Litigation granting or denying interim relief or any appeal therefrom. (i) All applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified in this Section 13.2 are pending. The par- ties will take such action, if any, required to effectuate such tolling. 13.3 No Aeencv. Partnership or Joint Venture. SMG is an independent contractor hereunder, and is not intended to be or to act as the agent of the County for purposes of the law of agency. Nothing herein contained is intended or shall be constmed in atry way to create or establish the relationship of partners or a joint ven- turebetween the County and SMG. None of the officers, agents or employees of SMG shall be or be deemed to be employees or agents of the County for any purpose whatsoever. 13.4 Entire Apr~t This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto. No other agreements, representations, warranties or other matters, whether oral or writ- ten, will be deemed to bind the patties hereto with respect to the subject matter hereof, unless in writing executed by the parties after the date hereof and referring to this Agreement 13.5 Written Amendments. This Agreement shall not be altered, modified or amended in whole or in part, ex- cept in a writing executed by each of the parties hereto. 13.6 Force Majeure. (a) No party will be liable or responsible to the other party for any delay, damage, loss, failure, oz inability to perform caused by "Force Majeure" if notice is provided to the other party within ten (10) days of date on which such party gains actual knowledge of the event of "Force Majeure" that such party is unable to perform. The temr "Force Majenre" as used in this Agreement means the following: an act of God, strike, war, public rioting, lightning, fire, storm, flood, inability to obtain materials or supplies due to a Force Majeure, epidemics, landslides, earthquakes, civil disturbances, breakage or accide~ to machinery or lines of egnip- revised cabamu egreemmtvrmnl reddwaevieed cabunn ageammtvanel ted.doo 30 ®isvs-zac