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I <br /> Docusign Envelope ID : 177AA06A-30B442FF-A85A-78B5A7C51DBE <br /> contained in the Owner' s Strategic Plan . <br /> 5 . 4 Riaht of Use by Manaaer. The Owner hereby gives Manager the right of access <br /> and use of the Facility for the Term , and Manager accepts such right of use , for the purpose <br /> of performing the services herein specified , including the operation and maintenance of all <br /> physical and mechanical facilities necessary for, and related to , the operation , maintenance <br /> and management of the Facility . <br /> 5 . 5 Riaht of Use of Staff by Manager. Manager shall have the right to utilize its <br /> employees as needed to support Manager' s organization as a whole , including but not <br /> limited to travel for training and temporary staffing coverage . Manager shall have the <br /> right to utilize the Facility to host events for its employees from time to time for the purpose <br /> of learning and development , at no cost to the operational budget other than that incurred by <br /> the staff who are regularly stationed at the Facility . However, any such utilization of the facility <br /> shall not inhibit or impair use of the Facility by Orange County residents and such use shall <br /> not occur more often than once quarterly . In such event Manager shall provide reasonable <br /> advance written notice to Owner. <br /> 5 . 6 Observance of Agreements and Policies . The Owner agrees to pay, keep , <br /> observe , and perform all payments , terms , covenants , conditions , and obligations under <br /> any agreements , leases , bonds , debentures , loans and other financing and security <br /> agreements to which Owner is bound in connection with its ownership of the Facility <br /> subject to annual appropriations . Manager agrees to pay , keep , observe , and perform all <br /> payments , terms , covenants , conditions , and obligations under any agreements , leases , <br /> bonds , debentures , loans and other financing and security agreements to which Manager is <br /> bound in connection with management of the Facility. Further Manager shall follow all <br /> policies and guidelines of the Owner existing at the time of the Effective Date or that may be <br /> adopted hereafter, as such policies and guidelines may from time to time be amended , <br /> provided Owner notifies Manager in writing that such policies and guidelines are applicable <br /> to the Facility including , without limitation , any methodology pertaining to the allocation of <br /> any costs and expenses by Owner to the Facility as permitted herein . Upon notification of <br /> the applicability of a policy it is Manager's responsibility to remain knowledgeable and <br /> informed regarding such policy and all amendments thereto . Upon receipt of such notice <br /> Manager shall respond and acknowledge the amendment and applicability of such policy to <br /> the Facility and management thereof. Should Manager fail to respond to the notice and <br /> acknowledge the policy directive , such policy shall become effective three (3 ) calendar days <br /> after the date the notice is sent . As of the Effective Date such policies are further described <br /> in Exhibit C . <br /> ARTICLE 6 PERSONNEL <br /> 6 . 1 Generally. All Facility staff and other personnel shall be engaged or hired by <br /> Manager in its sole discretion , and shall be employees , agents , or independent <br /> contractors of Manager, and not of the Owner. Manager shall select employees in its sole <br />