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Mr. Francisco Gutierrez <br />City of Santa Ana <br />December 1, 2011 <br />Page 9 <br />which the proceeding is to take place. In any arbitration instituted hereunder, the <br />proceedings shall proceed in accordance with the then current Arbitration Rules for <br />Professional Accounting and Related Disputes of the American Arbitration Association, <br />except that no pre-hearing discovery shall be permitted unless specifically authorized by <br />the arbitration panel. <br />Such arbitration shall be conducted before a panel of three persons, one chosen by each <br />party and the third selected by the two party-selected arbitrators. The arbitration panel <br />shall have no authority to award non-monetary or equitable relief, and any monetary <br />award shall not include punitive damages. The confidentiality provisions applicable to <br />facilitated negotiation shall also apply to arbitration. The award issued by the arbitration <br />panel may be confirmed in a judgment by any federal or state court of competent <br />jurisdiction. <br />15. Independent Contractor. MGO and you acknowledge that the relationship between the <br />parties to this Agreement is exclusively that of an independent contractor and that MGO's <br />obligations to you are exclusively contractual in nature. This Agreement does not create <br />an agency, employment, partnership joint venture, trust or other fiduciary relationship <br />between the parties. Neither party shall have the right to bind the other to any Third Party <br />nor otherwise to act in any way as a representative or agent of the other except as <br />otherwise agreed in writing between the parties. <br />16. Entire Agreement. This Agreement sets forth the entire agreement between the parties <br />with respect to the subject matter herein, superseding all prior agreements, negotiations or <br />understandings, whether oral or written, with respect to such subject matter. To the extent <br />that any of the terms and conditions of the Engagement Letter conflict with these Terms <br />and Conditions, these Terms and Conditions will control. This Agreement may not be <br />changed, modified or waived in whole or part except by an instrument in writing signed <br />by both parties. <br />25E-14