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DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD <br /> without additional compensation to the Provider. The use of the documents, items or <br /> things by the County or by any person or entity for any purpose other than the Project as <br /> set forth in this Agreement shall be at the full risk of the County. <br /> g. Non-Appropriation. Provider acknowledges that County is a governmental entity, and <br /> the validity of this Agreement is based upon the availability of public funding under the <br /> authority of its statutory mandate. <br /> In the event that public funds are unavailable and not appropriated for the performance of <br /> County's obligations under this Agreement, then this Agreement shall automatically <br /> expire without penalty to County immediately upon written notice to Provider of the <br /> unavailability and non-appropriation of public funds. It is expressly agreed that County <br /> shall not activate this non-appropriation provision for its convenience or to circumvent <br /> the requirements of this Agreement, but only as an emergency fiscal measure during a <br /> substantial fiscal crisis. <br /> In the event of a change in the County's statutory authority, mandate and/or mandated <br /> functions, by state and/or federal legislative or regulatory action, which adversely affects <br /> County's authority to continue its obligations under this Agreement, then this Agreement <br /> shall automatically terminate without penalty to County upon written notice to Provider <br /> of such limitation or change in County's legal authority. <br /> h. Proprietary Information. Provider acknowledges that County is a North Carolina local <br /> governmental entity and as such is subject to North Carolina Public Records Laws. In <br /> the event Provider claims that information, records, documents, or things created for, <br /> used in, or related to the performance of this Agreement are Proprietary in nature and <br /> therefore not subject to Disclosure under North Carolina Public Records Laws Provider <br /> shall identify in writing those records, documents, or things prior to the commencement <br /> date of this Agreement. <br /> Should a public records request be made for information the Provider claims is <br /> Proprietary in nature, County will, within a reasonable time, notify Provider of such <br /> public records request. Provider shall, within five (5) business days of said notification <br /> provide Notice pursuant to Section II(i) that it does or does not object to the County <br /> disclosing the requested information pursuant to the subject public records request. <br /> If Provider objects to the disclosure of the requested information, Provider agrees that it <br /> shall be solely responsible for the defense of and the cost of defending any claim or <br /> complaint against the County based upon the County's refusal to disclose information <br /> Provider claims is Proprietary in nature. Provider agrees that if any such complaint or <br /> claim is filed it will indemnify County and will reimburse County for any and all <br /> damages awarded against County for County's refusal to disclose information Provider <br /> claims is proprietary in nature. <br /> Provider agrees that it releases County from all loss, liability, claims or expense, <br /> including attorney's fees, arising out of or related to the release or disclosure or failure <br /> by the County to release or disclose information Provider claims is Proprietary in nature. <br /> Provider further agrees that it waives the right to file any court action for any such <br /> release, disclosure, or failure to release or disclose information Provider claims is <br /> 6 <br />