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Schindler acknowledges that Orange County is a governmental entity, and <br />the validity of this Agreement is based upon the availability of public <br />funding under the authority of your statutory mandate. In the event that <br />public funds are unavailable and not appropriated for the performance of <br />County's obligations under this Agreement, then this Agreement shall <br />automatically expire without penalty to County immediately upon written <br />notice to us of the unavailability and non-appropriation of public <br />funds. It is expressly agreed that County shall not activate this <br />non-appropriation provision for its convenience or to circumvent the <br />requirements of this Agreement, but only as an emergency fiscal measure <br />during a substantial fiscal crisis. In the event of a change in the <br />County's statutory authority, mandate and/or mandated functions, by <br />state and/or federal legislative or regulatory action, which adversely <br />affects County's authority to continue its obligations under this <br />Agreement, then this Agreement shall automatically terminate without <br />penalty to County upon written notice to us of such limitation or change <br />in County's legal authority. <br />Section 7 add <br />Provided however, in the event the amount stated on an invoice is <br />disputed by the County, the County may withhold payment of all or a <br />portion of the amount stated on an invoice until the parties resolve the <br />dispute. <br />Section 9 add <br />Schindler acknowledges that this Agreement and any documents, <br />memorandum, data, reports, analyses, compilations, records, pricing and <br />evaluation of all or any portion of the transactions contemplated by <br />this Agreement may be deemed public records and subject to disclosure, <br />in whole or in part, pursuant to the North Carolina Public Records Law. <br />County will provide with prompt notice of any intended disclosures or <br />requests for disclosure pursuant to the North Carolina Public Records <br />Law and an appropriate opportunity to seek protection of confidential <br />and proprietary information consistent with all applicable laws and <br />regulations. <br />Section 10 add <br />No section of the Agreement is intended to create a waiver of the <br />County's rights or privileges as a sovereign entity. <br />Add the following additional provisions <br />Page 5 of 9 <br />GPEY-8D2QZL <br />2011.2 <br />