MACIAS GINI & O'CONNELL, LLP (FORMERLY MORELAND & ASSOCIATES)

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Mr. Francisco Gutierrez City of Santa Ana December 1, 2011 Page 2 We will use our judgment in dealing with tax matter issues where the tax law is unclear, where there may be conflicts between the Tax Authority's interpretations of the law and other supportable positions. Any proposed adjustments by Tax Authorities are subject to certain rights of appeal. During the course of the engagement, we may make good faith recommendations to you regarding the settlement of disputed issues, or the payment of or refusal to pay additional tax, penalties or interest as may be. asserted by the Tax Authority. In the event you refuse to accept and act in accordance with such good faith recommendations, we may (solely at our discretion) be relieved of the obligation to provide any further representation services on your behalf. The Tax Authority may assess taxes, interest, penalties, etc., regardless of the actions, arguments or recommendations made or taken by us in the course of our representation of you. We shall not, under any circumstances, be liable or responsible for the payment of any assessments of tax, interest or penalty to the Tax Authority resulting from the tax matter or otherwise. Terms and Conditions The terms of this Agreement shall be governed by and in accordance with Attachment A of this letter, which is an important part hereof and should be read carefully. You should be aware that services under this Agreement may be provided to you by a non -licensee owner; that is, by an owner of the firm who, because of his or her specialty, is not individually licensed as a Certified Public Accountant. All professional services performed, including any additional services that may be requested shall be governed and construed in accordance with this Agreement including attachrnent(s). Fees Our tax service fees for the tax return preparation, compliance or representation services, including responding to a late filing penalty notice that may be assessed by one or more of the Taxing Authorities as described above are estimated at this time as follows: • Federal & California Final tax returns. Approximately $1,500. • Tax Authority Representation, if necessary. Approximately $2,000. Our fees for the tax services described above will be based on our standard rates (discounted to 65%). The above fee is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the performance of the tax services. If significant additional time is necessary, we will discuss it with you and arrive at a new fee estimate before we incur the additional costs.