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omission by Clay County, its agents, or employees under this agreement. Each
<br /> Member County agrees to indemnify and hold Clay County harmless from all
<br /> liability, loss or reasonable expense arising as a result of any negligent act or
<br /> omission by the Member County, its agents, employees or clients under this
<br /> agreement.
<br /> ARTICLE XII —Facility Modification, Reconstruction
<br /> Clay County shall consult with the Advisory Board before making any major
<br /> modifications to the Facility. In the event of damage to or destruction of the Facility or
<br /> in the event that Clay County is required to modify the Facility in order to comply with
<br /> law. Clay County may undertake the repair, restoration, rebuilding or modification of
<br /> the Facility in consultation with the Advisory Board. To the extent that insurance
<br /> proceeds are not available to pay the costs of such repair, restoration, rebuilding or
<br /> modification, a Member County shall cooperate, upon the request of Clay County, in
<br /> the issuance of additional indebtedness by Clay County in an amount sufficient to pay
<br /> the cost of such repair, restoration, rebuilding or modification. All amounts, less any
<br /> insurance proceeds, expended by Clay County in connection with such repair,
<br /> restoration, rebuilding or modification shall be considered Debt Service payments to
<br /> be included in the bed purchase or per diem charges established pursuant to 9.01. The
<br /> property is insured on a replacement cost basis.
<br /> ARTICLE XIII — Uncontrollable Circumstances/Acts of God
<br /> The occurrence of acts or events beyond the reasonable control of a party shall excuse
<br /> that party's performance of obligations under this Agreement to the extent that the
<br /> uncontrollable circumstance materially adversely affects that party's ability to
<br /> perform. Uncontrollable circumstances shall include but not be limited to the
<br /> following:
<br /> a. Acts of God, including, but not limited to floods, ice storms, blizzards,
<br /> tornadoes, landslides, lightning, earthquakes, unusually severe weather,
<br /> riots insurrections, war or civil disorder affecting the performance of
<br /> work blockades, delays or defaults caused by public carriers, power or
<br /> other utility failure, environmental emergencies, epidemics, fires and
<br /> explosions;
<br /> b. The adoption of or change in any Federal, State, or local laws, rules,
<br /> regulations, ordinances, permits, or licenses, or changes in the
<br /> interpretation of such laws, rules, regulations, ordinances, permits, or
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