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11 <br /> 3. Term and Renewal. <br /> 3.1 Management Contract Term and Renewal Term. <br /> (a) The "Management Term" of this Agreement shall commence on the date the County <br /> 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. <br /> (b) The parties hereto 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, through a <br /> written amendment to this Agreement. <br /> 3.2 New Contract. <br /> (a) If the County intends, upon termination or expiration of the Management Term or <br /> Renewal Term, to continue to provide management of the Facility through a private <br /> provider, providing this Agreement has not been terminated based upon a breach or <br /> uncured default by PFPC, then the County may, during the final year of the Management <br /> Term 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 <br /> completion of such term. The obligation to negotiate with PFPC is not intended to <br /> guarantee any contract rights for a future contract with PFPC or any specific terms of a <br /> new contract. The County may contract with PFPC or extend a contract with PFPC in its <br /> sole and absolute discretion. <br /> (b) Should the County determine that a new private provider is better suited to manage <br /> the Facility PFPC shall fully and reasonably cooperate with the County and the new <br /> private provider in transitioning from PFPC management to the new private provider's <br /> management. <br /> 4. Capital Improvements; Capital Equipment. <br /> (a) The obligation to pay for, and authority to perform, direct, and supervise work on <br /> Capital Improvements shall remain exclusively with the County and will not be considered <br /> Operating Expenses. The County shall retain the sole discretion to determine whether <br /> and to what level to fund Capital Improvements to the Facility. Should PFPC determine <br /> Capital Improvements would benefit food processing services at the Facility, PFPC may <br /> request the County approve such Capital Improvements and upon the County's written <br /> approval may fund such Capital Improvements through a separate written agreement. <br /> (b) The County shall maintain, repair, and replace as necessary the following items at the <br /> Facility: Roof and gutters, Exterior walls, Exterior doors and hardware, Electronic access <br /> control systems, County-owned refrigeration and freezer units, Fire controls and life <br /> safety systems, Heating, ventilation, and air-conditioning systems, Foundation, Paved <br /> parking area and front entrance to the building, County-owned emergency power <br /> 7 <br />