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c. From Great Westem tQ other Invesbnent Providers GREAT WESTERN will allCM the transfer of furrls in participant sub-aCXX>UI1ts to other invesbrent providers. Sum transfers will be allCMed only upon express written agreement between AGENCY arrl GREAT WESTERN and. will be allaved throughout the term of this Agreement. Transfers will be processed in accordance with the provisions of number 10. (Fees and. Expenses) and. 11.a. and. or b. 12. CIROJMSTANCES EXaJSING PERFORMANCE: '!he perfonnance by the parties to this Agreement is subject to force majeure arrl is excused by fires, power failures, strikes, acts of God, restrictions imposed. by goverrnnent, or delays beyond the delayed party's control. Failures of or defaults by invesbrent vehicles other than GREAT WESTERN shall excuse perfonnance by GREAT WESTERN thereby prevented. 13. INDEMNIFICATION: Notwithstanding any other provision herein to the contrary, GREAT WESTEHN agrees to be solely responsible to AGENCY for any and. all services perfonned by GREAT WESTERN or its employees under this Agreement. GREAT WESTERN shall be responsible for any error or negligence cormnitted by GREAT WESTERN or its employees. AGENCY shall be responsible for any error or negligence committed by AGENCY or its employees. GREAT WESTERN shall not be liable for invesbrent perfonnance, except as expressly provided for in this Agreement 14. ASSIGNABILITY: No party to this Agreena1t shall assign the same without the express written consent of the other party, sum consent not to be unreasonably withheld. Unless agreed to by the parties, 00 sum assigrnnent shall relieve any party to this Agreena1t of any duties or responsibilities herein. 15. PARTIES BXJND: '!his Agreement arrl the provisions thereof shall be binding uIX>n and shall inure to the benefit of the successors arrl assigns of the respective parties. 16. APPLICABLE LAW: 'Ihis Agreement shall be consb:ued in accordance with the laws operating within the state of Califomia. As sum, this agreement must be signed. by the Treasurer of the Agerr::;y. 17. UNlAWFUL PROVISIONS: In tile event any provisions of this Agreement shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the reJ11aining parts of the Agreement, but the same shall be construed and enforced as if said illegal or invalid provision had never been inserted herein. Notwithst:an:lin:J anything contained herein to the contrary, no party to tilis Agreement will be required to perfonn or rerrler any services hereunder, the perfonnance or rerrlition of whim would be in violation of any laws relating thereto. - 7 - 11093