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<br /> <br /> <br /> <br /> Mr. Francisco Gutierrez <br /> City of Santa Ana <br /> December 1, 2011 <br /> Page 5 <br /> <br /> <br /> ATTACHMENT A <br /> <br /> TERMS AND CONDITIONS <br /> <br /> 1. Services. It is understood and agreed that our services frequently include advice and <br /> recommendations, but all decisions in connection with the implementation of such advice <br /> and recommendations shall be your responsibility. In connection with our services, <br /> Macias, Gini, & O'Connell, LLP ("MGO") shall be entitled to rely on all representations, <br /> decisions and approvals made by you. You agree to release, hold harmless and indemnify <br /> MGO and its personnel from any liability and costs relating to our services under this <br /> agreement attributable to any misrepresentations by you. This indemnification will not be <br /> applicable if it is prohibited under prevailing law, regulations or published interpretations. <br /> These Terms and Conditions, along with the engagement letter to which these Terms and <br /> Conditions are attached (the "Engagement Letter") and all attachments thereto, are <br /> collectively, this "Agreement." <br /> 2. Term. Unless term' <br /> mated earlier in accordance with its terms this Agreement shall <br /> terminate on the completion of MGO's services hereunder. Each party shall have the right <br /> to terminate this Agreement at any time by giving written notice to the other party not less <br /> than 10 business days before the effective date of termination. In the event of termination <br /> pursuant to this paragraph, you agree to compensate MGO for services performed and <br /> expenses incurred through the effective date of termination. <br /> 3. MGO Liability. You agree that MGO and its members, partners, employees and agents <br /> shall not be liable to you for any claims, liabilities or expenses relating to this Agreement <br /> for an aggregate amount in excess of the fees paid by you to MGO pursuant to this <br /> Agreement, except to the extent finally judicially determined to have resulted from the <br /> gross negligence or intentional misconduct of MGO or its members, partners, employees <br /> or agents. In no event shall MGO or its members, etc., be liable for consequential, special, <br /> indirect, incidental, punitive or exemplary losses or damages relating to this engagement. <br /> This limitation on liability provision shall apply to the fullest extent of the law, whether in <br /> contract, statute, tort (such as negligence) or otherwise. <br /> 4. Third Parties and Internal Use. Except as otherwise agreed, all services hereunder shall be <br /> solely for your internal purposes and use, and this engagement does not create privity <br /> between MGO and any person or party other than you ("Third Party"). This engagement <br /> is not intended for the express or implied benefit of any Third Party. No Third Party is <br /> entitled to rely, in any manner or for any purpose, on the advice, opinions, reports or other <br /> services of MGO. You are, however, authorized to disclose any and all aspects of our <br /> advice, opinions, reports or other services to any persons without limitation. Since our <br /> advice, opinions, reports or other services are solely for your benefit and are not to be <br /> relied upon by others, you must inform anyone to whom you make disclosures that they <br /> may not rely upon our advice, opinions or reports without our written consent. <br /> <br /> <br /> <br /> 25E-10 <br />