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Mr. Francisco Gutierrez <br />City of Santa Ana <br />December 1, 2011 <br />Page 4 <br />Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to <br />be effective and valid under applicable laws, regulations, or published interpretations, but if any <br />provisions of this Agreement shall be deemed prohibited, invalid, or otherwise unenforceable for <br />any reason under such applicable laws, regulations, or published interpretations, such provision <br />shall be ineffective only to the extent of such prohibition, invalidity, or imenforceability and such <br />revised provisions shall be made a part of this Agreement as if it was specifically set forth herein. <br />Furthermore, the provisions of the foregoing sentence shall not invalidate the remainder of such <br />provisions or other provisions of this Agreement. <br />We believe the foregoing correctly sets forth our understanding; however, if you have any <br />questions, please let us know. If you find the foregoing arrangements acceptable, please <br />acknowledge your agreement by signing and returning to us a copy of this letter. <br />We value your business and we are looking forward to marry years of providing quality <br />professional services to your Company. <br />Very truly yours, <br />MACIAS GINI & O'CONNELL LLP <br />By: <br />Thomas J. Forb <br />Tax Partner <br />Acknowledged: <br />By: \3 Q4\ mo�nnA -)1J `$—' Date: I\3 f 20\\ <br />Mr. Francisco Gutierrez /r <br />Attachment A - Terms and Conditions <br />cc: Linda Hurley <br />