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ment, temporary failure,of equipment, freezing of equipment, terrorist acts, and any other cause whether of the kinds specifically enumerated above or otherwise which i8 not reasonably within the control of the party whose performance is to be excused and which by the exercise of due diligence could not be reasonably prevented or overcome (it being acknowledged that under no circmnetances shall a failure to pay amounts due and payable hereunder be excusable due to a Force Majeure). (b) Neither party hereto shall ba under any obligation to supply any service or services if and to the e~dant and during any period that the supplying of any such service or ser- vices or the provision of any component necessary therefor shall be specifically prohibited or rationed by any Law. (c) Except ee otherwise exprossly provided in this Agreement, no abatement, diminution or reductionof the payments payable to SMG shall be claimed by the County or charged against SMG, nor shall SMG ba entitled to additional payments beyond those provided for in this Agreement for any inconvenience, intetngrtion, caseation, or loss of business or other loss caused, directly or indirectly, by any present or future Laws, or by Fome Msjeure. (d) In the event of damage to or destruction of the Facility by reason of fire, storm or other casualty or occunrenea of any nature or aqy regulatory action or requirements that, is either case, is expected to render the Facility materially unusable, notwithstanding the County's reasonable afibrts to remedy such situation, for a period estimated by an Architect se- lected by the County at the request of SMG of at least one hundred eighty (180) days from the happening of the fire, other casualty or any other such event, either party may terminate this Agreement upon written notice to the other. In the event that the Facility becomes either wholly or partially unusable as a result of any of the foregoing, appropriate pro rata adjuetrnante to the Benchmark shall be made. (e) SMG may suspend performance required under this Agreement, without any fhrther liability, in the event of arty Force Majeure, which act or occurrence is of such effect and duration ae to effectively crutail the use of the Facility so as effect a substantial reduction in the need for the services provided by SMG for a period in excess of ninety (90) days; provided, however, that for the purposes of this subsection, SMG shall have the right to suspend perfomr- ance retroactively effective as of the date of the use of the Facility was effectively curtailed. "Substantial reduction in the Head for these services provided by SMG" shall mean such a reduc- tion as shall make the provision of any sorviaee by SMG economically impractical. No pay- ments of the tnanagemeltt fees otherwise due and payable to SMG shall be made by the County doting the period of suspension. In lieu thereof; the County and SMG may agree to a reduced management fee payment far the period of reduction in services required. (fj In the event of a substantial increase in any Operating Hxpanse or a aub- etantial decrease in the Operating Revenues not reasonably witl»n the control of either party, the parties shall mutually negotiate in good faith an adjustment to fire Benchmark and/or incentive fee formula eat forth in Section 4,3 above to take into account such increased cost or decreased Operating Revemtes, se the case maybe. icvieed aberrue eymemoot vaoal m6dacrov6ed abamu ag~eemontvaml tad.doc 31 or99szac ~~