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4 <br />Equipment. The Lessaar shall indemnify the Lessee against and hold the I.essee harmless firom <br />any and all claims, adions, suits, procxtdings, costs, expenscs, damages, and liabilities, <br />including attomey's fees, arising out of or connected with the acdons of Lessor's employe.es <br />within the teaitory. Lessee does not waive its sovereie~ immunitv bv~ enterin~ into this <br />~~ment ~d filv re A~ a1_1 Lmmt~ties &nd dcfenses p~vided. . <br />The followings sections are added to the Agreement: <br />4.4 Non-A~priation Lessar acknowledges that Lessee is a governmental entity, and the <br />validity of thie Agree~ent is based upon the availability of public funding under the authority <br />of its statntory mandate. . <br />In the event that pnblic fimds are nnavailable and not appropriabed for the performance of <br />Lessee's obligations under this Agr~cment, then this Agreement shall sutomatically expire <br />without penalty to Lessee immediately npon written notice tio I.essor of the unavailability and <br />nan-appropriation of public funds. It is expressly agreed that Lessee shall not acti.vate this <br />non-appropriafion ~ovision for its convenience or to circumvent the requiu~ements of this <br />Agreement, but only as an eruergency fiscal measure during a substantial fiscal crisis. In the <br />event of e change in the Lessee's statutory anthority, mandate and/or mendated fiinctions, 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 Agrecment shall <br />sutomatically terniinate withont penalty to Lessee upon written notice to Lessor . of such <br />limitation or change in Lessee's legal authority. <br />8.2 ~putes. Venne, The parties forther agree that jurisdiction and vcnue for any matter arising <br />out of or pertaining to this Addendum shall be pmper only in the state and fed~ral courts <br />locatsd in Orange County~ North Carolina and the 1Vfiddlc District of the State of North <br />Carolina, and the parties hereby consent to such jurisdiccion and venue. <br />9.7 Aiblic Records. Lessar ac~ow2edges that Covnty is a North Carolina local govarnmental <br />entity and as such is subject to North Carolina Public Records Laws. In the ovent 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 undcr North Carolina Public Records Iaws Lessar shall identify in wrfdng those <br />records, d~uments, or thiags prior to the commencement dabe of tlus Agreemen~ <br />Should a public records request be made for information the Lessor claims is Proprietary in <br />nattue, County will, within a m.esonable time, morify Lessor of such public records reques~ <br />Lessor shall, within five (5) business days of said notification provide notice that it does or <br />does not object W the Lesse~ disclosing the requested information pursaant W the subject <br />public records request. <br />If Lessar 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 defcuding any claim or complaint <br />against the Lessec based upon the Lessee's refusal to disclose information Lessor claims is <br />Proprietary in natnre. Lessor agrees that if any such complaint or claim is ffied it will <br />indemnify Lessee and will reimburse Lessce for ~ny and all damages awarded against <br />Lessee for Lessee's refusal to disclose information I.essor claims is praprietary in nature. <br />