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S T E E P.9 E E L CONSULTING & MANAGEMENT invoice listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed shall be deemed accepted and shall be paid, notwithstanding disputes on other items, within the time set forth on Exhibit C. The Parties shall seek to resolve all such disputes expeditiously and in good faith. SteepSteel shall continue performing the Services in accordance with this Agreement pending resolution of any dispute, up to a period of (45) forty five days, but not longer, if the dispute is ongoing. SECTION 2. TERM. This Agreement shall commence upon the date the last of the Parties executes this Agreement and shall have an initial term of five (5) years with one five (5) year renewal option ("Renewal Option). To exercise a Renewal Option, the County shall give SteepSteel written notice of its election to renew on or before sixty (60) days prior to the expiration date of the term ("Renewal Notice"). SteepSteel shall accept the County's election to renew within thirty (30) days of receipt of a Renewal Notice. If the County fails to provide a Renewal Notice or SteepSteel fails to accept a Renewal Notice, for any Renewal Option, this Agreement shall not be renewed and shall terminate upon the expiration of the then existing term. SECTION 3. PERFORMANCE AND LIMITATION OF LIABILITY. SteepSteel shall employ those standards and practices, and use the standard of care, that are generally applicable to and utilized by individuals engaged in providing similar services as are required of SteepSteel hereunder. Notwithstanding anything to the contrary contained herein, in no event shall SteepSteel or the County be liable for any indirect, incidental, consequential, special, reliance or punitive damages, including without limitation damages for lost profits, advantage, savings, or revenues of any kind, whether or not SteepSteel or the County has been advised of the possibility of such damages. SECTION 4. WORK PRODUCT. SteepSteel hereby agrees that all work produced pursuant to this Agreement and provided to the County during and upon completion of this Agreement, shall be the property of the County. SteepSteel may take and retain copies of such written products as desired, subject to the Mutual Non -Disclosure Agreement signed by the Parties pursuant to Section 12 herein. 2