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9 <br /> 3.1 Management Term and Renewal Term. <br /> (a) The "Management Term" of this Agreement shall commence on the date the <br /> County signs this agreement with PFPC and continue for a period of five (5)years unless earlier <br /> terminated pursuant to the provisions of this Agreement. The County shall have the right, in its <br /> sole discretion without penalty or cause, to terminate the Management Term effective as of the <br /> first anniversary of the date on which the Management Term began by giving not less than one <br /> hundred and twenty(120) days prior written notice of such termination to PFPC. <br /> (b) The County may extend the term hereof on the same terms and conditions for <br /> additional periods as agreed by County and PFPC (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 and twenty(120) days prior written notice of such extension to PFPC. For <br /> each Renewal Term, the County shall have the right, in its sole discretion, to terminate the <br /> Renewal Term on the anniversary of the date on which the Renewal Term began by giving not <br /> less than sixty(60) days prior written notice of such termination to PFPC hereof. <br /> 3.2 New Contract. <br /> (a) the County intends, upon termination or expiration of the Management Term or <br /> Renewal Term=to continue to provide management at the Facility through a private provider and <br /> (ii)this Agreement has not been terminated upon a default by PFPC,then the County may during <br /> the final year of the Management Term (unless the County exercises its option to renew under <br /> Section 3.2) or Renewal Term, as the case may be,negotiate and discuss in good faith a new <br /> contract or arrangement with PFPC for the provision of such services following the completion <br /> of such term. The obligation to negotiate with PFPC is not intended to guarantee any contract <br /> rights for a future contract with PFPC or any specific terms of a new contract. The County may <br /> contract with PFPC or extend a contract with PFPC in its sole and absolute discretion. <br /> 4.0 Capital Improvements; Capital Equipment. <br /> (a) The obligation to pay for, and authority to perform, direct and supervise Capital <br /> Improvements and Capital Equipment purchases shall remain with the County and <br /> will not be considered Operating Expenses. The County shall retain the sole <br /> discretion to determine whether and to what level to fund Capital Improvements <br /> and Capital Equipment purchases to the Facility. If PFPC is able to fund Capital <br /> Improvements or Capital Equipment using the organization's own resources, the <br /> County will need to approve these actions prior to any installations or <br /> improvements. <br /> (b) The County shall maintain, repair, and replace as necessary the following items at <br /> the facility (see section 4.0 of the user's agreement): Roof and gutters, Exterior <br /> walls, Exterior doors and hardware, Electronic access control systems,Fire <br /> controls and life safety systems, Heating, ventilation, and air-conditioning <br /> 7 <br />