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Section 7.3 Reliance by Trustee
<br />Trustee shall be entitled to rely upon each representation, information, notice, direction, certificate and
<br />other communication furnished by or on behalf of the Employer, the Administrator, and each Investment
<br />Manager; and Trustee shall be protected to the extent the law permits in acting in accordance with and
<br />relying upon such representations, information, notices, directions, certificates and other
<br />communications; and Trustee shall be under no duty to make any inquiry or investigation in connection
<br />therewith.
<br />Section 7.4 Trustee May Employ Agents
<br />Trustee may from time to time employ and consult with counsel (who may also serve as counsel for the
<br />Employer or Trustee) and shall be protected to the extent the law permits in acting upon such advice
<br />of counsel. Trustee may also from time to time employ accountants and other agents as may be
<br />reasonably necessary in administering and protecting the Trust, and Trustee may pay such counsel,
<br />accountants and other agents reasonable compensation, which shall be reimbursed to Trustee in
<br />accordance with Section 8.1. Trustee shall at no time be obligated to institute any legal action or to
<br />become a party to any legal action unless Trustee shall have been indemnified to its satisfaction for
<br />any fees, costs and expenses to be incurred in connection with such legal action.
<br />Section 7.5 No Obligation to Act on Unsatisfactory Notice
<br />Trustee shall not be liable for any failure to act pursuant to any notice, direction or any other
<br />communication from the Employer, the Administrator, any Investment Manager or any other person or
<br />delegate of any of them unless and until it shall have received directions in the form specified in this
<br />Agreement.
<br />Article VIII — Compensation, Taxes, Expenses, Indemnity
<br />Section 8.1 Payment of Compensation and Expenses
<br />Trustee shall be entitled to receive reasonable compensation for its services and reimbursement of all
<br />reasonable costs and expenses incurred in connection with the administration of the Trust. Unless and
<br />until agreed otherwise in writing by the Employer and Trustee, the compensation of Trustee shall be as
<br />agreed upon from time to time among Trustee and the Employer; and in the event that Trustee shall be
<br />called upon to render any extraordinary services, it shall be entitled to additional compensation. Any
<br />change in Trustee's compensation or charges will be applicable only after reasonable notice to the
<br />Employer. If such compensation, costs and expenses are not paid by the Employer, they shall be paid
<br />from the Trust.
<br />Section 8.2 Taxes
<br />All income or other taxes of any kind whatsoever which may be properly levied or assessed under
<br />existing or future laws upon, or in respect of, the Trust shall, at the direction of the Administrator, be
<br />paid by Trustee out of the Trust, and, until paid, shall constitute a charge upon the Trust.
<br />Section 8.3 Indemnification by Employer
<br />In addition to any other remedies at law or in equity available to Trustee for breach of this Agreement
<br />by Employer, the Employer shall indemnify Trustee against, and agrees to hold Trustee harmless from,
<br />any and all damages, losses, costs, judgments, fines and expenses (including attorneys' fees and
<br />disbursements) of any kind and nature related to this Agreement including any such items arising out
<br />of any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal,
<br />administrative, or investigative (hereinafter in the aggregate referred to as the "Losses"), unless such
<br />Losses results from Trustee's intentional wrongdoing or negligent actions or omissions. Except as
<br />otherwise provided by the preceding sentence, the Employer also shall indemnify Trustee against, and
<br />agrees to hold Trustee harmless from, all Losses arising from any actions or breach of any responsibility
<br />by any party other than Trustee.
<br />Indian River County BOCC; 457(b) INDR-001
<br />RPS00804-AL
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