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terminate the Chapter 380 Payments; modify the term and/or amount of the Chapter 380 <br />Payments; provided, however, that (A) in determining the size of any reduction of the <br />Chapter 380 Payments, the City may consider the effect on Amazon's operations of <br />changes in market or economic conditions; and (B) no reduction may negatively affect or <br />reduce the Chapter 380 Payments for any period prior to the date of such Material <br />Breach. The remedies set forth in this Section 9.04(b) are the sole and exclusive <br />remedies of the City for a Material Breach by Amazon of its obligations under this <br />Agreement. <br />C. Effect of Force Majeure Event. A Party will not be deemed to be in <br />Breach, Material Breach, default or otherwise in violation of any term of this Agreement <br />to the extent such Party's action, inaction or omission is the result of Force Majeure <br />Event. Amazon and the City agree to use commercially reasonable efforts to promptly <br />resolve any Force Majeure Event that adversely and materially impacts their performance <br />under this Agreement. A force majeure event pauses a Party's performance obligation <br />for the duration of the event but does not excuse it. "Force Majeure Event" means any <br />event or occurrence that is not within the control of such Party or its Affiliates and <br />prevents a Party from performing its obligations under this Agreement, including without <br />limitation, any act of God; act of a public enemy; war; riot; sabotage; blockage; embargo; <br />failure or inability to secure materials, supplies or labor through ordinary sources by <br />reason of shortages or priority; labor strike, lockout or other labor or industrial <br />disturbance (whether or not on the part of agents or employees of either Party); civil <br />disturbance; terrorist act; power outage; fire, flood, windstorm, hurricane, earthquake or <br />other casualty; any law, order, regulation or other action of any governing authority; any <br />19 <br />