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26 <br /> law or regulation so long as Orange County's failure to comply with such law or regulation will <br /> not materially impair the operation of the Center. <br /> 17. Rates,Fees and Charges <br /> The Parties agree that the long term success of the Center is the goal of this Agreement <br /> and requires that the Parties remain committed partners. The Parties also acknowledge that <br /> another goal of this Agreement is to create a successful operation at the Center, which may be <br /> eventually transferred to a nonprofit corporation at some future date. The Parties agree that <br /> Orange County is ultimately responsible for grant administration and reporting and must retain <br /> broad authority with respect operating the facility. Therefore, Orange County.may seek the <br /> advice of the Steering Committee in implementing and adjusting the initial rates, fees and <br /> charges. The citizens of the Parties shall pay the same rates, fees and charges. Any revenues <br /> generated by the Center shall be used only for operation and maintenance of the Center. During <br /> the term of this Agreement any profits generated may be used for the repayment of any shortfall <br /> payments made by the Parties during the term of this Agreement. <br /> 18. Reservation of Rights <br /> Not withstanding any other provision of this Agreement or of any related policies to the <br /> contrary, Orange County will in all events be entitled to operate and maintain the Center and all <br /> its facilities, and may adjust any and all rates, fees and charges, as it may in its reasonable <br /> discretion deem reasonably necessary to (1) comply with the requirements of any applicable law <br /> or regulation or court order, administrative decree or similar order of any judicial or regulatory <br /> authority or (2) to comply with any contracts, instruments, or other agreements at any time <br /> securing outstanding Center debt. All Parties shall be notified 30 days in advance of any changes <br /> to the Center's rates,fees and charges throughout the Term of this Agreement. <br /> 19. Amendments <br /> This Agreement may be amended at.any time by execution by all Parties of a written <br /> agreement. <br /> 20. Entire Agreement <br /> This Agreement shall .constitute the entire understanding between the Parties and shall <br /> supersede all prior understandings and agreements relating to the subject matter hereof and may <br /> be amended only by written mutual agreement of the Parties. <br /> IN WITNESS WHEREOF,the.Parties have caused this Agreement to be executed as of the day <br /> and year first written above. <br /> 7of11 <br />