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<br /> <br /> <br /> <br /> Mr. Francisco Gutierrez <br /> City of Santa Ana <br /> December 1, 2011 <br /> Page 4 <br /> <br /> <br /> <br /> Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to <br /> be effective and valid under applicable laws, regulations, or published interpretations, but if any <br /> provisions of this Agreement shall be deemed prohibited, invalid, or otherwise unenforceable for <br /> any reason under such applicable laws, regulations, or published interpretations, such provision <br /> shall be ineffective only to the extent of such prohibition, invalidity, or unenforceability and such <br /> revised provisions shall be made a part of this Agreement as if it was specifically set forth herein. <br /> Furthermore, the provisions of the foregoing sentence shall not invalidate the remainder of such <br /> provisions or other provisions of this Agreement. <br /> We believe the foregoing correctly sets forth our understanding; however, if you have any <br /> questions, please let us know. If you find the foregoing arrangements acceptable, please <br /> acknowledge your agreement by signing and returning to us a copy of this letter. <br /> <br /> We value your business and we are looking forward to many years of providing quality <br /> professional services to your Company. <br /> <br /> Very truly yours, <br /> MACIAS GINI & O'CONNELL LLP <br /> <br /> <br /> <br /> <br /> By: <br /> Thomas J. Forb <br /> Tax Partner <br /> <br /> <br /> Acknowledged: <br /> <br /> By: c n Date: ~2 I t3 /'?-C <br /> Mr. Francisco Gutierrez <br /> <br /> <br /> Attachment A - Terms and Conditions <br /> <br /> cc: Linda Hurley <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> 25E-9 <br />