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Mr. Francisco Gutierrez <br />City of Santa Ana <br />December 1, 2011 <br />Page 5 <br />ATTACHMENT A <br />TERMS AND CONDITIONS <br />Services. It is understood and agreed that our services frequently include advice and <br />recommendations, but all decisions in connection with the implementation of such advice <br />and recommendations shall be your responsibility. In connection with our services, <br />Macias, Gini, & O'Connell, LLP ("MGO") shall be entitled to rely on all representations, <br />decisions and approvals made by you. You agree to release, hold harmless and indemnify <br />MGO and its personnel from any liability and costs relating to our services under this <br />agreement attributable to any misrepresentations by you. This indemnification will not be <br />applicable if it is prohibited under prevailing law, regulations or published interpretations. <br />These Terms and Conditions, along with the engagement letter to which these Terms and <br />Conditions are attached (the "Engagement Letter") and all attachments thereto, are <br />collectively, this "Agreement." <br />Term. Unless terminated earlier in accordance with its terms, this Agreement shall <br />terminate on the completion of MGO's services hereunder. Each party shall have the right <br />to terminate this Agreement at any time by giving written notice to the other party not less <br />than 10 business days before the effective date of termination. In the event of termination <br />pursuant to this paragraph, you agree to compensate MGO for services performed and <br />expenses incurred through the effective date of termination. <br />MGO Liability. You agree that MGO and its members, partners, employees and agents <br />shall not be liable to you for any claims, liabilities or expenses relating to this Agreement <br />for an aggregate amount in excess of the fees paid by you to MGO pursuant to this <br />Agreement, except to the extent finally judicially determined to have resulted from the <br />gross negligence or intentional misconduct of MGO or its members, partners, employees <br />or agents. In no event shall MGO or its members, etc., be liable for consequential, special, <br />indirect, incidental, punitive or exemplary losses or damages relating to this engagement. <br />This limitation on liability provision shall apply to the fullest extent of the law, whether in <br />contract, statute, tort (such as negligence) or otherwise. <br />4. Third Parties and Internal Use. Except as otherwise agreed, all services hereunder shall be <br />solely for your internal purposes and use, and this engagement does not create privity <br />between MGO and any person or party other than you ("Third Party"). This engagement <br />is not intended for the express or implied benefit of any Third Party. No Third Party is <br />entitled to rely, in any manner or for any purpose, on the advice, opinions, reports or other <br />services of MGO. You are, however, authorized to disclose any and all aspects of our <br />advice, opinions, reports or other services to any persons without limitation. Since our <br />advice, opinions, reports or other services are solely for your benefit and are not to be <br />relied upon by others, you must inform anyone to whom you make disclosures that they <br />may not rely upon our advice, opinions or reports without our written consent. <br />25E-10