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5. Plan Sponsor may direct Great -West in writing to assess a mutually agreed -upon per - Participant fee, asset fee or combination fee to Participant account balances. Such fee may be deposited into the Plan Fiduciary Administration and Reimbursement Account. Any fees assessed under this paragraph may be adjusted annually as instructed by Plan Sponsor. 6. Any service that Great -West is requested to perform beyond the scope of the services described in this Agreement shall be provided at a mutually agreed -upon price negotiated prior to the performance of such service. XI. MODIFICATION AND CONSENT Great -West may amend this Agreement, without Plan Sponsor's approval or signature, only as required to comply with changes to applicable law. No other modification of any provision of this Agreement, and no consent by any party to any deviation from its terms by the other party, will be effective unless such modification or consent is in writing and signed by both parties. The modification or consent will be effective only for the period, and the conditions, and for the specific instance and purposes specified in such writing. The waiver of any breach of any term or condition in this Agreement will not be deemed a waiver of any prior or subsequent breach. For purposes of this section, a "writing signed by the parties" shall be deemed to include e-mail only if such e- mail includes a PDF or other reproduction of the manual signature of an officer of each party who is authorized to execute an amendment to this Agreement. XII. DISPUTE RESOLUTION A. Mediation: If there is a dispute arising out of or relating to this Agreement, the parties will make a reasonable and good faith effort to negotiate between themselves a resolution of the matter. If the parties are unable to agree between themselves, and to the extent that the parties are not legally barred from entering into mediation, the parties shall endeavor to resolve any dispute out of or relating to this Agreement by participating in non - binding mediation. The mediation shall be conducted by a private mediator agree to by both parties or, if the parties cannot agree, by a mediator selected by JAMS (Judicial Arbitration and Mediation Services) or another nationally recognized, independent arbitration or mediation organization to which the parties mutually agree. The cost of any agreed -upon mediation shall be borne equally by the parties, and each party shall pay its own expenses. B. Litigation: If the dispute has not been resolved within 90 days of the initiation of non - binding mediation as provided for in paragraph A above, either party may initiate litigation; provided, however, that if one party has requested the other party to participate in mediation and the other party rejects the proposal to participate, the requesting party may initiate litigation before the expiration of the above period. XIII. ENTIRE AGREEMENT This Agreement and any subsequent amendments hereto represent the entire agreement between the parties with respect to the subject matter of this Agreement. XIV. GOVERNING LAW This Agreement will be construed and enforced in accordance with and governed by the laws of the State of California. XV. SEVERABILITY The provisions of this Agreement are severable, and if for any reason a clause, sentence or paragraph of this Agreement is determined to be invalid by a court or federal or state agency, board or commission having jurisdiction over the subject matter thereof, such invalidity will not affect other provisions of this Agreement that can be given effect without the invalid provision. XVI. AUTHORIZED PERSONS Plan Sponsor and any duly appointed investment advisor will provide Great -West with a list of the individuals authorized to transmit instructions to Great -West concerning the Plan and/or assets in the accounts, and written direction regarding the form of such instructions. Such list shall be updated from time to time. XVII. LEGAL ADVICE City of Santa Ana Services Agreement 401(a) 02 -02 -15 Page 18