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APPROVED 12/05/05 <br />Period and Compensation to RFP from the date of this Agreement through the date the County <br />closes on the Facility. The Transition Period Budget and compensation to RFP from the date of <br />this Agreement through the date the County closes on the Facility shall become an Addendum to <br />this Agreement upon their approval. <br />3.2 Management Tenn and Renewal Term. <br />(a) The "Management Term" of this Agreement shall commence on the date <br />the County closes on the purchase of the Facility and end at midnight on June 30, 2008 unless <br />earlier terminated pursuant to the provisions of this Agreement; provided, however, that the <br />County shall have the right, in its sole discretion without penalty or cause, to terminate the <br />Management Term effective as of the first anniversary of the date on which the Management <br />Term began by giving not less than one hundred fifty (150) days prior written notice of such <br />termination to RFP. <br />(b) The County may extend the term hereof on the same terms and conditions <br />for additional periods as agreed by County and RFP (each a "Renewal Term") commencing <br />immediately after the Management Term or any Renewal Term, as applicable, by giving not less <br />than one hundred fifty (150) days prior written notice of such extension to RFP; provided, <br />however, that the parties shall mutually agree on the amount, terms and conditions of <br />remuneration for RFP's services hereunder. For each Renewal Term, the County shall have the <br />right, in its sole discretion, to terminate the Renewal Term on the anniversary of the date on <br />which the Renewal Term began by giving not less than one hundred fifty (150) days prior written <br />notice of such termination to RFP hereof. <br />3.3 New Contract. <br />If (i) the County intends, upon termination or expiration of the Management Term <br />or Renewal Term, to continue to provide management at the Facility through a private provider <br />and (ii) this Agreement has not been terminated upon a default by RFP, then the County will <br />during the final year of the Management Term (unless the County exercises its option to renew <br />under Section 3.2) or Renewal Term, as the case maybe, negotiate and discuss in good faith a <br />new contract or arrangement with RFP for the provision of such services following the <br />completion of such term. The obligation to negotiate with RFP is not intended to guarantee any <br />contract rights for a future contract with RFP or any specific terms of a new contract. The <br />County may contract with RFP or extend a contract with RFP in its sole and absolute discretion. <br />4. RFP's Compensation. <br />4.1 Management Fee. <br />As base compensation to RFP for providing the services herein specified during <br />the Management Term, the County shall pay RFP during the Management Term a periodic fixed <br />fee of $6,250 per month plus reimbursable expenses substantiated by RFP in an amount not to <br />exceed $1,000 per month. The foregoing compensation shall be payable on or before the last day <br />of each month during the Management Term, and RFP, provided it is not in default (as described <br />12 <br />