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<br /> <br /> <br /> <br /> Mr. Francisco Gutierrez <br /> City of Santa Ana <br /> December 1, 2011 <br /> Page 2 <br /> <br /> <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 /> <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 /> <br /> Terms and Conditions <br /> <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 /> <br /> Fees <br /> <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 /> <br /> • Federal & California Final tax returns. Approximately $1,500. <br /> • Tax Authority Representation, if necessary. Approximately $2,000. <br /> <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 /> <br /> <br /> <br /> <br /> <br /> 25E-7 <br />