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Mr. Francisco Gutierrez <br />City of Santa Ana <br />December 1, 2011 <br />Page 8 <br />12. Record Retention. We want you to be aware of our record retention policy with respect to <br />your tax files and related documentation. Based on our present policies, we will maintain <br />this information either in hard copy or electronic format for a period of eight years, after <br />which it will be destroyed. We may modify our record retention policies from time to <br />time in accordance with our professional obligations. It is, therefore, important for you to <br />keep the copies of tax returns and related supporting data in your files. <br />13. Governing Law and Severability. This Agreement shall be governed by, and construed in <br />accordance with, the laws of the State of California (without giving effect to the choice of <br />law principles thereof). If any portion of this Agreement, including without limitation any <br />portion of this Agreement addressing dispute resolution, indemnification or limitation of <br />liability, is held to be void, invalid or otherwise unenforceable in whole or in part, for any <br />reason whatsoever, such portion of the Agreement shall be amended to the minimum <br />extent required to make the provision enforceable and the remaining portions of this <br />Agreement shall remain in full force and effect. <br />14. Dispute Resolution Procedure. If any dispute, controversy or claim arises in connection <br />with the performance or breach of this Agreement, either party may, upon written notice <br />to the other party, request facilitated negotiations. Such negotiations shall be assisted by a <br />neutral facilitator acceptable to both parties and shall require the best efforts of the parties <br />to discuss with each other in good faith their respective positions and, respecting their <br />different interests, to finally resolve such dispute. <br />Each party may disclose any facts to the other party or to the facilitator, which it, in good <br />faith, considers necessary to resolve the dispute. However, all such disclosures will be <br />deemed in furtherance of settlement efforts and will not be admissible in any subsequent <br />litigation against the disclosing party. Except as agreed by both parties, the facilitator <br />shall keep confidential all information disclosed during negotiations. The facilitator shall <br />not act as a witness for either party in any subsequent arbitration between the parties. <br />Such facilitated negotiations shall conclude within sixty days from receipt of the written <br />notice unless extended by mutual consent. The parties may also agree at any time to <br />terminate or waive facilitated negotiations. The costs incurred by each party in such <br />negotiations will be borne by it; the fees and expenses of the facilitator, if any, shall be <br />borne equally by the parties. <br />If any dispute, controversy or claim arises in connection with the performance or breach of <br />this Agreement and cannot be resolved by facilitated negotiations (or the parties agree to <br />waive that process) then such dispute, controversy or claim shall be settled by arbitration. <br />The arbitration proceeding shall take place in the city in which the MGO office providing <br />the relevant services exists, unless the parties agree to a different locale. The proceeding <br />shall be governed by the provisions of the Federal Arbitration Act ("FAA") or, if a court <br />of competent jurisdiction determines the FAA inapplicable, by the laws of the state in <br />25E-13