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( c) In the event that either party hereto shall desire to invoke the foregoing indemnity provisions (the " Indemnitee ") against the other (the " Indemnitor" ) , the Indemnitee shall provide written notice to the Indemnitor within a reasonable time after discovery of the facts allegedly entitling it to indemnification hereunder , specifying in such notice the relevant facts and circumstances and requesting indemnification as provided herein . The Indemnitor shall defend at its own expense , or at the Indemnitee ' s option provide for such defense of, any and all claims of liability in all suits and actions of every kind and description that may be brought against the Indemnitee which may result from the negligent actions or omissions under this Agreement by the Indemnitor, its employees or agents , as described in subsection ( a ) or ( b ) above , as the case may be . Section 7 . Limitation of Liability Notwithstanding any other term or provision of this Agreement , neither the County nor the Bank shall in any event be liable to the other for any amount in excess of the actual loss sustained by the injured party , and in no event shall either the County or the Bank ever be liable hereunder or in any action in tort arising out of the services or relationship to be provided or established hereunder for any indirect , special , incidental , punitive or consequential loss or damage of any kind , including lost profits or opportunities or damage to reputation (whether or not advised of the possibility thereof) arising or allegedly arising therefrom . Section 8 . Term and Termination ( a ) This Agreement shall have a term of three years , commencing as of January 1 , 2010 and ending at 11 : 59 p . m . on December 31 , 2012 . The County shall give written notice to the Bank prior to the expiration of the then current term of its election not to have this Agreement so renewed . The County shall have the right to exercise a maximum of two additional two-year extensions to the term of this Agreement by providing written notice to the Bank . ( b ) " Upon the expiration of this Agreement or any extension period , the County may , on the day following the expiration of the Agreement or any extension period , withdraw all funds maintained in any of the County ' s Accounts without penalty or fee and close the accounts . The Bank agrees to otherwise maintain the banking relationship with the County in accord with the terms of this Agreement or any extension for a period of six months from the date of expiration of the Agreement or of any extension period or upon written notice by the County to close the County ' s remaining accounts , whichever comes first . During this six month period following the expiration of the Agreement or any extension period , the County shall pay a monthly service charge - 5 -