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Plan number 306741 <br />be remitted to ICMA-RC. In the event that any check or wire transfer is incorrectly <br />labeled or transferred to ICMA-RC, ICMA-RC may return it to Employer with proper <br />instructions. <br />9. Indemnification <br />ICMA-RC shall not be responsible for any acts or omissions of any person with respect <br />to the Plan or related Trust, other than ICMA-RC in connection with the administration <br />or operation of the Plan. Employer shall indemnify ICMA-RC against, and hold ICMA- <br />RC harmless from, any and all loss, damage, penalty, liability, cost, and expense, <br />including without limitation, reasonable attorney's fees, that may be incurred by, imposed <br />upon, or asserted against ICMA-RC by reason of any claim, regulatory proceeding, or <br />litigation arising from any act done or omitted to be done by any individual or person <br />with respect to the Plan or related Trust, excepting only any and all loss, damage, penalty, <br />liability, cost or expense resulting from ICMA-RC's negligence, bad faith, or willful <br />misconduct. <br />10. Term <br />This Agreement shall be in effect and commence on the date all parties have signed and <br />executed this Agreement ("Inception Date"). The term of this Agreement will commence <br />on the Inception Date and extend five years from the date of completion and <br />reconciliation of the transition of assets of the Plan from the prior record keeper to <br />ICMA-RC as outlined in Section 7. This Agreement will be renewed automatically for <br />each succeeding year unless written notice of termination is provided by either party to <br />the other no less than 60 days before the end of such Agreement year. <br />11. Amendments and Adjustments <br />(a) This Agreement may not be amended except by written instrument signed by the <br />parties. <br />(b) No failure to exercise and no delay in exercising any right, remedy, power or <br />privilege hereunder shall operate as a waiver of such right, remedy, power or <br />privilege. <br />(c) The parties agree that enhancements may be made to administrative and <br />operations services under this Agreement. The Employer will be notified of <br />enhancements through the Employer Bulletin, quarterly statements, electronic <br />messages or special mailings. Likewise, if there are any reductions in fees, these <br />will be announced through the Employer Bulletin, quarterly statement, electronic <br />or special mailing. <br />7 <br />25L-9