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(;(c� <br />STEEPSTEEL <br />CONSULTING & MANAGEMENT <br />invoice listing all disputed items and providing a reasonably detailed description of each <br />disputed item. Amounts not so disputed shall be deemed accepted and shall be paid, <br />notwithstanding disputes on other items, within the time set forth on Exhibit C. The <br />Parties shall seek to resolve all such disputes expeditiously and in good faith. SteepSteel <br />shall continue performing the Services in accordance with this Agreement pending <br />resolution of any dispute, up to a period of (45) forty five days, but not longer, if the <br />dispute is ongoing. <br />SECTION 2. TERM. <br />This Agreement shall commence upon the date the last of the Parties executes this <br />Agreement and shall have an initial term of five (5) years with one five (5) year renewal option <br />("Renewal Option). To exercise a Renewal Option, the County shall give SteepSteel written <br />notice of its election to renew on or before sixty (60) days prior to the expiration date of the term <br />("Renewal Notice"). SteepSteel shall accept the County's election to renew within thirty (30) <br />days of receipt of a Renewal Notice. If the County fails to provide a Renewal Notice or <br />SteepSteel fails to accept a Renewal Notice, for any Renewal Option, this Agreement shall not be <br />renewed and shall terminate upon the expiration of the then existing term. <br />SECTION 3. PERFORMANCE AND LIMITATION OF LIABILITY. <br />SteepSteel shall employ those standards and practices, and use the standard of care, that <br />are generally applicable to and utilized by individuals engaged in providing similar services as <br />are required of SteepSteel hereunder. <br />Notwithstanding anything to the contrary contained herein,. in no event shall SteepSteel <br />or the County be liable for any indirect, incidental, consequential, special, reliance or punitive <br />damages, including without limitation damages for lost profits, advantage, savings, or revenues <br />of any kind, whether or not SteepSteel or the County has been advised of the possibility of such <br />damages. <br />SECTION 4. WORK PRODUCT. <br />SteepSteel hereby agrees that all work produced pursuant to this Agreement and provided <br />to the County during and upon completion of this Agreement, shall be the property of the <br />County. SteepSteel may take and retain copies of such written products as desired, subject to the <br />Mutual Non -Disclosure Agreement signed by the Parties pursuant to Section 12 herein. <br />101 <br />K <br />