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4 <br />Equipment. The Lessor shall indemnify the Lessee against and hold the Lessee harmless from <br />any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, <br />including attorney's fees, arising out of or connected with the actions of Lessor's employees <br />within the territory. Lessee does not waive its sovereign immunity by entering into this <br />agreement and fully retains all immunities and defenses provided. <br />The followings sections are added to the Agreement: <br />4.4 Non-Appro nn 'ation. Lessor acknowledges that Lessee is a governmental entity, and the <br />validity of this Agreement is based upon the availability of public funding under the authority <br />of its statutory mandate. <br />In the event that public funds are unavailable and not appropriated for the performance of <br />Lessee's obligations under this Agreement, then this Agreement shall automatically expire <br />without penalty to Lessee immediately upon written notice to Lessor of the unavailability and <br />non-appropriation of public funds. It is expressly agreed that Lessee shall not activate this <br />non-appropriation provision for its convenience or to circumvent the requirements of this <br />Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the <br />event of a change in the Lessee's statutory authority, mandate and/or mandated functions, by <br />state and/or federal legislative or regulatory action, which adversely affects Lessee's <br />authority to continue its obligations under this Agreement, then this Agreement shall <br />automatically terminate without penalty to Lessee upon written notice to Lessor of such <br />limitation or change in Lessee's legal authority. <br />8.2 Disputes, Venue. The parties further agree that jurisdiction and venue for any matter arising <br />out of or pertaining to this Addendum shall be proper only in the state and federal courts <br />located in Orange County, North Carolina and the Middle District of the State of North <br />Carolina, and the parties hereby consent to such jurisdiction and venue. <br />9.7 Public Records. Lessor acknowledges that County is a North Carolina local governmental <br />entity and as such is subject to North Carolina Public Records Laws. In the event Lessor <br />claims that information, records, documents, or things created for, used in, or related to the <br />performance of this Agreement are Proprietary in nature and therefore not subject to <br />Disclosure under North Carolina Public Records Laws Lessor shall identify in writing those <br />records, documents, or things prior to the commencement date of this Agreement. <br />Should a public records request be made for information the Lessor claims is Proprietary in <br />nature, County will, within a reasonable time, notify Lessor of such public records request. <br />Lessor shall, within five (5) business days of said notification provide notice that it does or <br />does not object to the Lessee disclosing the requested information pursuant to the subject <br />public records request. <br />If Lessor objects to the disclosure of the requested information, Lessor agrees that it shall be <br />solely responsible for the defense of and the cost of defending any claim or complaint <br />against the Lessee based upon the Lessee's refusal to disclose information Lessor claims is <br />Proprietary in nature. Lessor agrees that if any such complaint or claim is filed it will <br />indemnify Lessee and will reimburse Lessee for any and all damages awarded against <br />Lessee for Lessee's refusal to disclose information Lessor claims is proprietary in nature. <br />