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Mr. Francisco Gutierrez <br />City of Santa Ana <br />December 1, 2011 <br />Page 2 <br />We will use our judgment in dealing with tax matter issues where the tax law is unclear, where <br />there may be conflicts between the Tax Authority's interpretations of the law and other <br />supportable positions. Any proposed adjustments by Tax Authorities are subject to certain rights <br />of appeal. <br />During the course of the engagement, we may make good faith recommendations to you <br />regarding the settlement of disputed issues, or the payment of or refusal to pay additional tax, <br />penalties or interest as may be asserted by the Tax Authority. In the event you refuse to accept <br />and act in accordance with such good faith recommendations, we may (solely at our discretion) <br />be relieved of the obligation to provide any further representation services on your behalf. <br />The Tax Authority may assess taxes, interest, penalties, etc., regardless of the actions, arguments <br />or recommendations made or taken by us in the course of our representation of you. We shall <br />not, under any circumstances, be liable or responsible for the payment of any assessments of tax, <br />interest or penalty to the Tax Authority resulting from the tax matter or otherwise. <br />Terms and Conditions <br />The terms of this Agreement shall be governed by and in accordance with Attachment A of this <br />letter, which is an important part hereof and should be read carefully. You should be aware that <br />services under this Agreement may be provided to you by a non-licensee owner; that is, by an <br />owner of the firm who, because of his or her specialty, is not individually licensed as a Certified <br />Public Accountant. <br />All professional services performed, including any additional services that may be requested <br />shall be governed and construed in accordance with this Agreement including attachment(s). <br />Fees <br />Our tax service fees for the tax return preparation, compliance or representation services, <br />including responding to a late filing penalty notice that may be assessed by one or more of the <br />Taxing Authorities as described above are estimated at this time as follows: <br />• Federal & California Final tax returns. Approximately $1,500. <br />• Tax Authority Representation, if necessary. Approximately $2,000. <br />Our fees for the tax services described above will be based on our standard rates (discounted to <br />65%). The above fee is based on anticipated cooperation from your personnel and the <br />assumption that unexpected circumstances will not be encountered during the performance of the <br />tax services. If significant additional time is necessary, we will discuss it with you and arrive at a <br />new fee estimate before we incur the additional costs. <br />25E-7