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ORIGINAL CONTRACT
RETURN TO FINANCE DEPT.
KPMG LLP 312 Walnut Street, Suite 3400 Cincinnati, OH 45202 Telephone Internet 513 421 6430 www.us.kpmg.com

December 11, 2013 Scott C. Stiles, ICMA-CM Acting City Manager City of Cincinnati Room 104, City Hall 801 Plum Street Cincinnati, OH 45202 Mr. Stiles: Thank you for considering KPMG LLP (KPMG) to provide advisory services related to the City of Cincinnati (Client or City) for the Cincinnati Streetcar project (Project). This letter, along with KPMGs modified terms and conditions, describes our proposed scope of work and professional fee arrangement as an order for services, which constitute the entire agreement between KPMG and Client with respect to the subject matter hereof and supersedes all other oral and written representations, understandings or agreements relating to the subject matter hereof except as specifically modified or included by reference in this letter.
PROJECT BACKGROUND

The Cincinnati Streetcar is a modem streetcar system designed to link major employment centers in Downtown and Uptown, connecting through Cincinnatis historic Over the Rhine neighborhood. The first phase of the Project is budgeted at approximately $150 million and is being delivered under a traditional delivery method. In early December, the City suspended the Project including all spending and incurring of additional costs by the City for construction, in order to permit the City to obtain an analysis of the total costs associated with continuation or suspension of the Project.
SCOPE OF WORK

The City has requested assistance from KPMG in performing the following scope of work: 1. 2. 3. 4. Evaluate cost associated with terminating the Project Evaluate cost associated with completing the current phase of the Project Evaluate cost associated with operating and maintaining the current phase of the Project for 30 years Evaluate assumptions made by the City in its calculations regarding the cost to complete and the cost to terminate the current phase of the Project

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APPROACH

1) Evaluate cost associated with terminating the Project a) Prepare summary of contracts, purchase orders, committed cost, and other Project costs b) Collect and record Project invoices paid to date c) Collect and record outstanding Project invoices d) Collect estimate of unbilled Project work performed to date e) Confirm any cancellation costs, penalties, and termination costs associated with cancelling the Project f) For Project work completed to date, review Citys estimate of cost to restore to original state. This will not include an independent estimate, rather analysis of the process and documentation prepared by City g) Summarize information in a report including estimate of cost associated with terminating the Project and description of elements included and not included in the estimate 2) Evaluate cost associated with completing the current phase of the Project a) Prepare summary of contracts, purchase orders, committed cost, and other Project costs b) Collect and record Project invoices paid to date c) Collect and record outstanding Project invoices d) Collect estimate of unbilled Project work performed to date e) Review Project and cost completion estimates prepared by City for each line item in the Project budget. This will not include an independent estimate, rather analysis of the process and documentation prepared by City, including review of percentage completion on major work packages, consideration of any change orders, and overall completeness of documentation prepared by the City related to estimates and forecasts I) Summarize information in a report including estimate of cost associated with completing the current phase of the Project and description of elements included and not included in the estimate 3) Evaluate cost associated with operating and maintaining the current phase of the Project for 30 years a) Prepare summary of contracts or estimates compiled or prepared by the City associated with operating and maintaining the current phase of the Project for 30 years b) Evaluate the Citys assumptions included in the operating and maintenance cost estimate c) Summarize information in a report including estimate of cost associated with operating and maintaining the current phase of the Project for 30 years and a description of elements included and not included in the Citys estimate 4) Evaluate assumptions made by the City in its calculations regarding the cost to complete and the cost to terminate the current phase of the Project a) Obtain original Project budget prepared by the City and related assumptions b) Obtain estimate of cost to terminate the Project prepared by the City and related assumptions c) Evaluate and analyze assumptions and other estimates, and summarize in a report

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DELIVERABLES

KPMG s deliverables under this engagement will include a written report summarizing the work performed and any observations, limitations or conclusions reached during our analysis. KPMG SERVICE TEAM I, Geno Armstrong, will participate as Engagement Principal, maintaining overall responsibility for the engagement, including billing and client relations. John I-lerzog will serve as the engagement Managing Director and will be actively involved in the performance of the engagement and will use such other staff for assistance as deemed necessary.
PROFESSIONAL FEES AND TIMING

We will be compensated for fees and expenses incurred on this engagement. Total amount payable by the City under this contract shall not exceed $250,000. Our fees are based upon the actual hours of professional service rendered extended by the hourly rates of the professional.

PrincipallManaging Director Director/Senior Manager Manager Senior Associate Associate

$495 $450 $425 $350 $295

Out-of-Pocket Expenses: Our professional fees do not include out-of-pocket expenses incurred for travel, meals, lodging, printing, copying, shipping, and other administrative expenses, which will be billed separately. We will submit our billings on a monthly basis to be paid in thU within 30 days. We reserve the right to halt further services until payment is received on past due invoices.
OTHER MATTERS

The services, fees, and delivery schedule for these services are based upon the following assumptions, representations, or information supplied by the City. KPMG is not responsible for and will not make management decisions relating to this engagement or any other aspect of the Citys business. The City shall have responsibility for making all decisions with respect to the management and administration of its construction projects. By accepting this proposal, the City accepts responsibility for the substantive outcomes of this engagement and, therefore, has a responsibility to be in a position in fact and appearance to make an informed judgment on the results of this engagement and that the City will comply with the following: Designate a qualified management level individual to be responsible and accountable for overseeing the engagement Establish and monitor the performance of the engagement to ensure that it meets managements objectives

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Make any decisions that involve management functions related to the engagement and accept fUll responsibility for such decisions Evaluate the adequacy of the services performed and any findings that result KPMGs work under this engagement does not include a review or audit of financial statements, tax services, or other services of KPMG not listed in this engagement.

KPMG will provide our services in accordance with the terms and conditions of this letter. Such services constitute an advisory engagement conducted under the American Institute of Certified Public Accountants (AICPA) Standards for Consulting Services, and are not intended to be an audit, review, examination, attestation, or agreed upon procedures engagement as those services are defined in AICPA literature applicable to such engagements. Our work will be more limited than would be necessary to express an opinion on the companys system of internal control, and will not necessarily disclose all control weaknesses. Accordingly, these services shall not result in the issuance of a written communication to third parties by KPMG directly reporting on financial data or internal controls or expressing a conclusion or any other form of assurance. Although KPMG does not anticipate any questions to arise during this engagement that involve legal interpretations, we will refer any such questions to the Citys designee(s). The scope of work does not require that KPMG make any legal interpretations or render any legal advice, and the parties hereby agree that in connection with KPMGs performance of the services under this engagement we shall not do so. All legal interpretations and rendering of legal advice shall be the Citys responsibility. KPMG LLP in the US provides audit, tax and advisory services to Cincinnati Bell Telephone Company, LLC. KPMG LLP in the US provides audit, tax and advisory services and one or more other member firms of KPMG International provide advisory services to Time Warner Cable Midwest LLC. KPMG LLP in the US and one or more other member firms of KPMG International provide audit, tax and advisory services to Level 3 Communications, Inc. KPMG LLP in the US provides tax services and one or more other member firms of KPMG International provide audit, tax and advisory services to CAF USA, Inc. KPMG LLP in the US provides audit and tax services to LTK Consulting Services. KPMG LLP in the US provides tax and advisory services and one or more other member firms of KPMG International provide audit, tax and advisory services to Parsons Brinckerhoff. KPMG LLP in the US and one or more other member firms of KPMG International provide tax and advisory services to Duke Energy Ohio. By accepting this engagement, the City agrees the services proposed under this engagement letter to do not constitute a conflict of interest based on the relationships outlined herein. As a large professional services organization, KPMG is engaged by new clients every day and cannot ensure that an engagement for the involved parties will not be accepted by KPMG. We take no responsibility for monitoring possible conflicts that could arise during the course of the engagement, although we will inform you promptly should any come to our attention. We reserve the right to resign from this engagement at any time if conflicts arise or become known to us that, in our judgment, would impair our ability to perform objectively. The City represents to KPMG that it has obtained all legal consents necessary to award this contract to KPMG, and that award of this contract is made in accordance with all applicable law, regulations, rules, policies, and requirements, including but not limited to any applicable laws governing sole or single source contracts.

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This engagement is subject to the Standard Terms and Conditions included as an attachment with the following modifications and inclusions: 1. Paragraph 4(c) is modified to delete everything after the first sentence, and to insert a new second sentence: KPMG may, in its sole discretion, mark such advice, recommendations, information, Deliverables, or other work product to reflect the foregoing. 2. Paragraph 6 is deleted and replaced with the following: Limitation on Damages Notwithstanding anything else in this Engagement Letter (including its attachments) to the contrary, the liability of the Client Parties and the KPMG Parties to one another, on account of any actions, damages, claims, liabilities, costs, expenses or losses in any way arising out of or relating to the services performed under the Engagement Letter shall be limited to the amount of fees paid or owing to KPMG under the Engagement Letter. In no event shall any of the Client Parties or any of the KPMG Parties be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including, without limitation, lost profits and opportunity costs). This Paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss asserted, whether in contract, statute, tort (including but not limited to negligence) or otherwise.
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3. Paragraph 8 is deleted in its entirety. 4. Paragraph 11(b) is modified to (i) insert To the extent permitted by Ohio law, at the beginning of the first sentence; and (ii) insert or as required by the Ohio Public Records Act?! after Paragraph 15 below in the second sentence. 5. Paragraph 13 is modified to replace New York with Ohio. 6. Paragraph 14 is deleted and replaced with the following: The parties agree that any dispute or claim arising out of or relating to the Engagement Letter or the services provided thereunder shall first be submitted to non-binding mediation. Mediation may take place at a location to be designated by the parties using the Mediation Procedures of the International Institute for Conflict Prevention and Resolution, with the exception of paragraph 2 (Selecting the Mediator). If, after good faith efforts, the parties are unable to resolve their dispute through mediation within 90 days after the issuance by one of the parties of a request for mediation, then the parties are free to pursue all other legal and equitable remedies available to them. Nothing herein shall preclude KPMG from filing a timely formal claim in accordance with applicable Ohio law provided, however, that KPMG shall, if permitted, seek a stay of said claim during the pendency of any mediation. Either party may seek to enforce any written agreement reached by the parties during mediation in any court of competent jurisdiction. 7. Paragraphs 15(a), (b), and (e) are deleted in their entirety. 8. Appendix A is deleted in its entirety.

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Thank you for allowing us to assist you in this matter. If this letter and the attached terms and conditions correctly state our arrangement, please sign the enclosed copy and return it to us. If you have any questions, please call me at (415) 963-7125. Very truly yours, KPMG LLP By:

Geno Armstrong Principal

Cc: John P. Curp, City Solicitor, City of Cincinnati

Accepted by: City of Cincinnati

By: Title: Date:


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KPMG LLP Standard Terms and Conditions for Advisory and Tax Services
Services; Client Responsibilities. 4. Ownership and Use of Deliverables.

(a) References herein to Client shall refer to the addressee of the (a) KPMG has created, acquired, owns or otherwise has rights in, and Proposal or Engagement Letter to which these Standard Terms and may, in connection with the performance of services under the Conditions are attached or incorporated (the Engagement Letter) Engagement Letter, use, provide, modii3, create, acquire or and references herein to KPMG shall refer to KPMG LLP, a otherwise obtain rights in, (i) concepts, ideas, methods, Delaware registered limited liability partnership and the United methodologies, procedures, processes, know-how, techniques, States member firm of the 1(2MG network of independent firms (the models, templates and software and (ii) the general elements of KPMG Network). Client, its parent company and their affiliates, style, design, art work and graphics and content of general and their respective directors, officers, employees, and agents are applicability included in KPMGs Deliverables (as defined below) collectively referred to herein as the Client Parties. KPMG, the or work product not specific to Client or the services under the other member firms of the KPMG Network and firms and entities engagement letter (collectively, the KPMG Property). KPMG controlled by, or under common control with, one or more such retains all ownership and use rights in the KPMG Property. Client member finns (collectively, the Member Fints), and their shall acquire no rights or interest in the KPMG Property, except as affiliates, and their respective partners, principals, employees, and expressly provided in the next paragraph. KPMG acknowledges agents are collectively referred to herein as the KPMG Parties. that KPMG Property shall not include any of Clients confidential information or tangible or intangible property, and KPMG shall (b) It is understood and agreed that KPMGs services may include have no ownership rights in such property. advice and recommendations; hut all decisions in connection with the implementation of such advice and recommendations shall be (b) Except for KPMG Property, and upon flu and final payment to the responsibility of, and made by, Client. 1(2MG will not perform KPMG under the Engagement Letter, the tangible items specified as management functions or make management decisions for Client. deliverables or work product in the Engagement Letter including any intellectual property rights appurtenant thereto (the (c) If KPMG audits the financial statements of Client or provides any Deliverables) will become the property of Client. Jf any KPMG other attestation services to Client, the rules of the American Property is contained in any of the Deliverables, KPMG hereby Institute of Certified Public Accountants (AICPA) require Client grants Client a royalty-free, paid-up, non-exclusive, perpetual to agree to the following provisions of this Paragraph 1(c). In license to use such KPMG Property in connection with Clients use connection with KPMGs provision of services under the of the Deliverables. Client acknowledges and agrees that KPMG Engagement Letter, Client agrees that Client, and not KPMO, shall shall have the right to retain for its files copies of each of the perform the following functions: (i) make all management decisions Deliverables, subject to the provisions of Paragraph 11 below. and perform all management functions; (ii) designate an individual who possesses suitable skill, knowledge and experience, preferably (c) Client acknowledges and agrees that any advice, recommendations, within senior management, to oversee such services, and to evaluate information, Deliverables or other work product provided to Client the adequacy and results of such services; (iii) accept responsibility by KPMG in connection with the services under the Engagement for the results of such services; and (iv) establish and maintain Letter is intended for Clients sole benefit and KPMG does not internal controls over the processes with which such services are authorize any other party to rely upon such advice, concemed, including monitoring on-going activities. recommendations, information, Deliverables or other work product and any such reliance shall be at such partys sole risk. Client (d) Subsequent to the completion of this engagement, KPMG will not agrees that if it makes such advice, recommendations, information update its advice, recommendations or work product for changes or or work product available to any third party other than as expressly modifications to the law and regulations, or to the judicial and permitted by the Engagement Letter the provisions of Paragraph administrative interpretations thereof, or for subsequent events or 8(b) shall apply unless Client provides the written notice to the third transactions, unless Client separately engages KPMG to do so in party in substantially the form of Appendix A hereto (the Notice), writing after such changes or modifications, interpretations, events which Notice shall be acknowledged in writing by such third party or transactions. and returned to Client. Upon request, Client shall provide 1(2MG with a copy of the foregoing Notice and acknowledgement and any 2. Tax on Services. All fees, charges and other amounts payable to notice and acknowledgement sent to Client by such third party as KPMG under the Engagement Letter do not include any sales, use, contemplated by the Notice. Client may only make a Deliverable excise, value added or other applicable taxes, tariffs or duties, bearing the KPMG name or logo available to a third party in its payment of which shall be Clients sole responsibility, excluding entirety. Notwithstanding the foregoing, (i) in the event of a any applicable taxes based on KPMGs net income or taxes arising disclosure made by Client that is required by law, that is made to a from the employment or independent contractor relationship regulatory authority having jurisdiction over Client or that is made between KPMG and its personnel. pursuant to Paragraph 18(a) below, no acknowledgement of the Notice shall be required and (ii) no Notice or acknowledgement 3. Termination. Either party may terminate the Engagement Letter at shall be required with respect to disclosures expressly authorized by any time by giving written notice to the other party not less than 30 the Engagement Letter. calendar days before the effective date of termination. 5. Warranties. KPMGs services under the Engagement Letter are subject to and will be performed in accordance with AICPA and other professional standards applicable to the services provided by KPMG under the Engagement Letter and in accordance with the

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October 1,2011 Release*

KPMG LLP Standard Terms and Conditions for Advisory and Tax Services
tents thereof. KPMG disclaims all other warranties, either express or implied. 6. 8. Indemnification.

(a) KPMG agrees to indemnil~, hold harmless and defend the Client Limitation on Damages. Except for the respective indemnification Parties from and against any and all Liabilities for physical injury obligations of Client and KPMG set forth herein, the liability of the to, or illness or death of, any person regardless of status, and Client Parties and the KPMG Parties to one another, on account of damage to or destruction of any tangible property, which any of the any actions, damages, claims, liabilities, costs, expenses or losses in Client Parties may sustain or incur, to the extent such Liabilities any way arising out of or relating to the services performed under result from the negligence or wilIthI misconduct of the KPMG the Engagement Letter shall be limited to the amount of fees paid or Parties. Client agrees to indemniW, hold harmless and defend the owing to KPMG under the Engagement Letter. In no event shall KPMG Parties from and against any and all Liabilities for physical any of the Client Parties or any of the KPMG Parties be liable for injury to, or illness or death of, any person regardless of status, and consequential, special, indirect, incidental, punitive or exemplary damage to or destruction of any tangible property, which any of the damages, costs, expenses, or losses (including, without limitation, KPMG Parties may sustain or incur, to the extent such Liabilities lost profits and opportunity costs). For avoidance of doubt, any result from the negligence or willful misconduct of the Client damages awarded against any of the Client Parties or the KPMG Parties. Parties based on a third party claim suhject to indemnification hereunder shall not be subject to the disclaimer in the previous (b) In accordance with Paragraph 4(c), Client agrees to indemni&, sentence. The provisions of this Paragraph shall apply regardless of defend and hold harmless the KPMG Parties from and against any the font of action, damage, claim, liability, cost, expense, or loss and all Liabilities incurred or suffered by or asserted against any of asserted, whether in contract, statute, tort (including but not limited the KPMG Parties in connection with a third party claim to the to negligence) or otherwise. extent resulting from such partys reliance upon KPMGs advice, recommendations, information, Deliverables or other work product 7. Infringement. as a result of Clients disclosure of such advice, recommendations, information or work product without adhering to the notice (a) KPMG hereby agrees to indemnify, hold harmless and defend the requirements of Paragraph 4(c) above. The foregoing Client Parties from and against any and all claims, liabilities, losses, indemnification obligation shall apply regardless of whether the expenses (including reasonable attorneys fees), fines, penalties, third party claim alleges a breach of contract, violation of statute or taxes or damages (collectively Liabilities) asserted by a third party tort (including without limitation negligence) by KPMG. against any of the Client Parties to the extent such Liabilities result from the infringement by the Deliverables (including any KPMG (c) The party entitled to indemnification (the Indemnified Party) shall Property contained therein) of such third partys patents issued as of promptly noti& the party obligated to provide such indemnification the date of the Engagement Letter, trade secrets, trademarks or (the Indemnit3ing Party) of any claim for which the Indemnified copyrights. The preceding indemnification shall not apply to any Party seeks indemnification. The Indemnil~ing Party shall have the infringement to the extent arising out of (i) use of the Deliverables right to conduct the defense or settlement of any such claim at the other than in accordance with applicable documentation or Indemnifying Partys sole expense, and the Indemnified Party shall instructions supplied by KPMG or other than for Clients internal cooperate with the Indemnifying Party. The party not conducting business purposes; (ii) any alteration, modification or revision of the the defense shall nonetheless have the right to participate in such Deliverables not expressly agreed to in writing by KPMG; or (iii) defense at its own expense. The Indemnified Party shall have the the combination of the Deliverables with materials not supplied or right to approve the settlement of any claim that imposes any approved by KPMG. liability or obligation other than the payment of money damages for which the Indemnifying Party has accepted responsibility. (b) In case any of the Deliverables (including any KPMG Property contained therein) or any portion thereof is held, or in KPMGs 9. Cooperation; Use of Information. reasonable opinion is likely to be held, to constitute infringement, KPMG may, within a reasonable time, at its option either; (i) secure (a) Client agrees to cooperate with KPMG in the performance of the for Client the right to continue the use of such infringing item; or services under the Engagement Letter and shall provide or arrange (ii) replace, at KPMGs sole expense, such item with a substantially to provide KPMG with timely access to and use of the personnel, equivalent non-infringing item or modi~ such item so that it facilities, equipment, data and information necessary for KPMG to becomes non-infringing. In the event KPMG is, in its reasonable perform the services under the Engagement Letter. The discretion, unable to perform either of the options described in Engagement Letter may set forth additional details regarding clauses (i) or (ii) above, Client shall return the allegedly infringing KPMGs access to and use of personnel, facilities, equipment, data item to KPMG, and KPMOs sole liability shall be to reibnd to and information. Client the amount paid to KPMG for such item; provided that the foregoing shall not be construed to limit KPMOs indemnification (b) The Engagement Letter may set forth additional obligations of obligation set forth in Paragraph 7(a) above. Client in connection with the services under the Engagement Letter necessary for KPMG to perform its obligations under the (c) The provisions of this Paragraph 7 state KPMGs entire liability and Engagement Letter. Client acknowledges that its failure to satisfy Clients sole and exclusive remedy with respect to any infringement these obligations could adversely affect KPMGs ability to provide or claim of infringement. the services under the Engagement Letter. (c) Client acknowledges and agrees that KPMG will, in performing the services under the Engagement Letter, base its conclusions on the Page 2 October 1,2011 Releaso*

KPMG LLP Standard Terms and Conditions for Advisory and Tax Services
facts and assumptions that Client furnishes and that KPMG may use data, material, and other information furnished by or at the request or direction of Client without any independent investigation or verification and that KPMG shall be entitled to rely upon the accuracy and completeness of such data, material and other information. Inaccuracy or incompleteness of such data, material and other information furnished to KPMG could have a material adverse effect on KPMGs conclusions. 10. leadership projects, to improve the delivery of services to clients and to allow clients to evaluate various business transactions and opportunities. The KPMG Parties will only use this information without attribution to Client and under circumstances where Client will not be identified as the source of the information.

11. (a)

(b)

(c)

(d) KPMG may also use Client information and information relating to the services rendered under the Engagement Letter for the purpose of permitting the 1(2MG Parties to access and share knowledge and information solely among the KPMG Parties. The KPMG Parties Jndependent Contractor. It is understood and agreed that each of the parties hereto is an independent contractor and that neither party receiving this information will be obligated to comply with is or shall be considered an agent, distributor or representative of the confidentiality obligations with respect to such information in accordance with this Paragraph 11. other. Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other. (e) Each party shall exercise the same level of care to protect the others information as it exercises to protect its own confidential information but in no event less than reasonable care, except to the Confidentiality. extent that applicable law or professional standards impose a higher Confidential Information means all documents, software, reports, requirement. data, records, forms and other materials obtained by one party (the Receiving Party) from the other party (the Disclosing Party) or (0 If the Receiving Party receives a subpoena or other validly issued at the request or direction of the Disclosing Party in the course of administrative or judicial demand requiring it to disclose the performing the services under the Engagement Letter: (i) that have Disclosing Partys Confidential Information, the Receiving Party been marked as confidential; (ii) whose confidential nature has been shall, unless prohibited by law, provide prompt written notice to the made known by the Disclosing Party to the Receiving Party; or (iii) Disclosing Party of such demand in order to permit it to seek a that due to their character and nature, a reasonable person under like protective order. So long as the Receiving Party gives notice as provided herein, the Receiving Party shall be entitled to comply circumstances would treat as confidential. Notwithstanding the foregoing, Confidential Information does not include information with such demand to the extent required by law, subject to any which: (I) is already known to the Receiving Party at the time of protective order or the like that may have been entered in the matter. disclosure by the Disclosing Party; (2) is or becomes publicly In the event the Receiving Party is requested to testis or produce its known through no wrongful act of the Receiving Party; (3) is documents relating to the services under the Engagement Letter pursuant to subpoena or other legal process in judicial or independently developed by the Receiving Party without benefit of administrative proceedings to which it is not a party, or in the Disclosing Partys Confidential Information; (4) relates to infornution provided by KPMG relating to the tax treatment or tax connection with an informal inquiry or investigation with the consent of the Disclosing Party, the Disclosing Party shall reimburse structure of any transaction; (5) the Receiving Party determines is required to he maintained or disclosed by the Receiving Party under the Receiving Party for its time and expenses, including reasonable sections 6011, 6111 or 6112 of the Intemal Revenue Code (IRC) attorneys fees, incurred in responding to such requests. or the regulations thereunder or under any similar or analogous provisions of the laws of a state or other jurisdiction; or (6) is 12. Assignment. Subject to Paragraph 15 below, neither party may received by the Receiving Party from a third party without assign, transfer or delegate any of its rights or obligations without restriction and without a breach of an obligation of confidentiality. the prior written consent of the other party, such consent not to be unreasonably withheld. The Receiving Party will deliver to the Disclosing Party or destroy all Confidential Information of the Disclosing Party and all copies 13. Governing Law; Severability. The Engagement Letter and these thereof when the Disclosing Party requests the same, except for Standard Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, without copies retained in work paper files or records, anything that may be stored in back up media or other electronic data storage systems, regard to its conflict of laws provisions. In the event that any term latent data and metadata. Except as otherwise set forth in this or provision of the Engagement Letter or these terms shall be held to Paragraph 11 or Paragraph 15 below, the Receiving Party shall not be invalid, void or unenforceable, then the remainder of the Engagement Letter and these terms shall not be affected, and each disclose to any person, firm or entity any Confidential Information of the Disclosing Party without the Disclosing Partys express, prior such term and provision shall be valid and enforceable to the fullest written permission; provided, however, that notwithstanding the extent permitted by law. foregoing, the Receiving Party may disclose Confidential Information to the extent that it is required or necessary to be 14. Alternative Dispute Resolution. disclosed pursuant to a statutory or regulatory provision or court or administrative order, or, subject to appropriate conditions of (a) Any dispute or claim arising out of or relating to the Engagement confidentiality, to fulfill professional obligations and standards Letter between the parties or the services provided thereunder shall (including quality and peer review) or to submit and process an be submitted first to non-binding mediation (unless either party insurance claim. elects to forego mediation by initiating a written request for arbitration) and if mediation is not successful within 90 days afier the issuance by one of the parties of a request for mediation then to The KPMG Parties may aggregate Client information with information from other sources in connection with thought binding arbitration in accordance with the Rules for NonPage 3 October 1. 2011 Release*

KPMG LLP Standard Terms and Conditions for Advisory and Tax Services
responsibility to cause these third party service providers to comply Administered Arbitration of the International Institute for Conflict Prevention and Resolution (the IICPR). Any issue concerning the with such conditions of confidentiality and KPMG shall be extent to which any dispute is subject to arbitration, or any dispute responsible for any consequences of their failure to comply. concerning the applicability, interpretation, or enforceability of these dispute resolution procedures, including any contention that (d) Accordingly, Client consents to KPMGs disclosure to a Member Firm or third party service provider and the use by such Member all or part of these procedures is invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the Firm and third party service provider of data and information, arbitrators. By operation of this provision, the parties agree to including but not limited to Confidential Information, received from forego litigation over such disputes in any court of competent or at the request or direction of Client for the purposes set forth in jurisdiction. Paragraph 11 and this Paragraph 15. (b) Mediation, if selected, may take place at a location to be designated by the parties using the Mediation Procedures of the IICPR, with the exception of paragraph 2 (Selecting the Mediator). (e) Any services performed by a Member Firm or third party service provider shall be performed in accordance with the terms of the Engagement Letter and these Standard Terms and Conditions, including Paragraph 11 (Confidentiality), but KPMG shall remain responsible to Client for the performance of such services. Client agrees that any claim relating to the services under the Engagement Letter may only be made against KPMG and not any other Member Firm or third party service provider referred to above.

(c) Arbitration shall take place in New York, New York. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort except as provided in IICPR Rule 13 (Interim Measures of Protection). Damages that are inconsistent with any applicable agreement between the parties, that are punitive in nature, or that are not measured by the prevailing partys actual 16. Miscellaneous. damages shall be unavailable in arbitration or any other forum. In no event, even if any other portion of these provisions is held to be (a) Sarbanes-Oxley. Except as otherwise set forth in the Engagement invalid or unenforceable, shall the arbitration panel have power to Letter, in accepting this engagement, Client acknowledges that completion of this engagement or acceptance of Deliverables make an award or impose a remedy that could not be made or resulting from this engagement will not constitute a basis for imposed by a court deciding the matter in the same jurisdiction. Clients assessment or evaluation of internal control over financial (d) Either party may seek to enforce any written agreement reached by reporting and disclosure controls and procedures, or its compliance the parties during mediation, or to confirm and enforce any final with its principal officer certification requirements under Section award entered in arbitration, in any court of competent jurisdiction. 302 of the Sarbanes-Oxley Act of 2002 (the Act). The services under the Engagement Letter shall not be construed to support (e) Notwithstanding the agreement to such procedures, either party may Clients responsibilities under Section 404 of the Act requiring each seek equitable relief to enforce its rights in any court of competent annual report filed under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 to contain an internal control report from jurisdiction. management. 15 Use of Member Firms and Third Party Service Providers. (b) Electronic Communications. KPMG and Client may communicate with one another by electronic mail or otherwise (a) Client acknowledges and agrees that the services under the transmit documents in electronic form during the course of this Engagement Letter, including any applicable tax advice, may be engagement. Each party accepts the inherent risks of these forms of performed by a Member Firm located outside of the United States. communication (including the security risks of interception of or Client understands that each Member Firm is a separate, distinct and unauthorized access to such communications, the risks of corruption independent legal entity and is not a partner, principal, agent or of such communications and the risks of viruses or other harmful affiliate of KPMG and KPMC1 is not a partner, principal, agent or devices). Client agrees that the final hardcopy version of a affiliate of any other Member Firm. document, including a Deliverable, or other written communication that KPMG transmits to Client shall supersede any previous (b) Client further acknowledges that in connection with the versions transmitted electronically by KPMO to Client unless no performance of services under the Engagement Letter, KPMG and such hard copy is transmitted. Member Firms, in their discretion or at Clients direction, may utilize the services of third party service providers within and without the United States to complete the services under the (c) California Accountancy Act. For engagements where services will be provided by KPMG through offices located in California, Engagement Letter. Client acknowledges that certain of KPMGs personnel who may be considered owners under the California Accountancy Act and (c) KPMG uses third party service providers within and without the implementing regulations (Califomia Business and Professions United States to provide at KPMGs direction administrative and Code section 5079(a); 16 Cal. Code Regs. sections 51 and 51.1) and clerical services to KPMG. These third party service providers may who may provide services in connection with this engagement, may in the performance of such services have limited access to not be licensed as certified public accountants under the laws of any information, including but not limited to Confidential Information, of the various states. received by KPMG from or at the request or direction of Client. KPMG represents to Client that each such third party service provider has agreed to conditions of confidentiality with respect to (d) Volume Rebates. Where KPMG is reimbursed for expenses, it is KPMGs policy to bill clients the amount incurred at the time the Clients information to the same or similar extent as KPMG has good or service is purchased. If KPMG subsequently receives a agreed to pursuant to Paragraph 11 above. KPMG has full Page 4 October 1, 2011 Release4

KPMG LLP Standard Terms and Conditions for Advisory and Tax Services
volume rebate or other incentive payment from a vendor relating to such expenses, KPMG does not credit such payment to Client. Instead, KPMG applies such payments to reduce its overhead costs, which costs are taken into account in determining KPMGs standard billing rates and certain transaction charges that may be charged to clients. 18. Additional Terms for Engagements Involving Tax Services.

(a) Notwithstanding anything to the contrary set forth herein, no provision in the Engagement Letter or these Standard Terms and Conditions is or is intended to be construed as a condition of confidentiality within the meaning of IRC sections 6011, 6111, (e) Use of Names and Logos. Except as permitted by law or the terms 6112 or the regulations thereunder, or under any similar or analogous provisions of the laws of a state or other jurisdiction. In of the Engagement Letter, neither party shall acquire hereunder any right to use the name or logo of the other party or any part thereof. particular, Client (and each employee, representative, or other agent Any such use shall require the express written consent of the owner of Client) may disclose to any and all persons, without limitation of party. any kind, the tax treatment and tax structure of any transaction within the scope of this engagement and all materials of any kind (1) Privileged Communications. Information relating to advice (including opinions and other tax analyses) that are provided to KPMO provides to Client, including communications between Client relating to such tax treatment and tax structure. Client also KPMG and Client and material KPMG creates in the course of agrees to use commercially reasonable efforts to inform KPMG of any conditions of confidentiality imposed by third party advisors providing advice, may be privileged and protected from disclosure to the IRS or other governmental authority in certain circumstances. with respect to any transaction on which KPMO advice is requested. As KPMG is not able to assert the privilege on Clients behalf with Such notification must occur prior to KPMG providing any advice respect to any communications for which privilege has been waived, with respect to the transaction. Client agrees to promptly noti1~ KPMG of any such waivers, whether resulting from communications with KPMG or third parties (b) Treasury regulations under IRC section 6011 require taxpayers to in the same or a related matter. Client also understands that disclose to the IRS their participation in reportable transactions and IRC section 6707A imposes strict penalties for noncompliance. privilege may not be available for communications with an audit client and that KPMG personnel providing audit and non-audit Client agrees to use commercially reasonable efforts to inform services will discuss matters that may affect the audit to the extent KPMG if Client is required to disclose any transaction covered by required by applicable professional standards. Client agrees that the Engagement Letter as a reportable transaction to the IRS or to KPMG will not assert on Clients behalf any claim of privilege any state or other jurisdiction adopting similar or analogous unless Client specifically instructs KPMG in writing to do so after provisions. JRC section 6111 requires a material advisor with discussing the specific request and the grounds on which such respect to a reportable transaction to disclose information on the privilege claim would be made. Notwithstanding the foregoing, transaction to the IRS by a prescribed date, and IRC section 6112 requires the material advisor to maintain, and make available to the Client acknowledges that in no event will KPMG assert any claim IRS upon request, a list of persons and other information with of privilege that KPMG concludes, after exercising reasonable judgment, is not valid. respect to the transaction. KPMG will use commercially reasonable efforts to inform Client if KPMG provides Clients identit~ing information to the IRS under IRC section 6111 or 6112, or to any (g) Active Spreadsheets and Electronic Files. KPMG may use models, electronic files and spreadsheets with embedded macros state or other jurisdiction adopting similar or analogous provisions. created by KPMG to assist KPMG in providing the services under the Engagement Letter. If Client requests a working copy of any (c) Unless expressly provided for, KPMGs services do not include representing Client in the event of a challenge by the IRS or other such model, electronic file or spreadsheet, KPMG may, at its discretion, make such item available to Client for its internal use tax or revenue authorities. only and such item shall be considered a Deliverable subject to Paragraph 4 above; provided that Client is responsible for obtaining (d) In rendering tax advice, KPMG may consider, for example, the the right to use any third party products necessary to use or operate applicable provisions of the Internal Revenue Code of 1986, and the such item. Employee Retirement Income Security Act of 1974, each as amended, and the relevant state, local and foreign statutes, the (h) Non-Solicitation. During the term of the Engagement Letter and regulations thereunder, income tax treaties, and judicial and administrative interpretations, thereof. These authorities are subject for one year thereafter, neither party shall solicit for hire as an employee, consultant or otherwise any of the other partys personnel to change, retroactively or prospectively, and any such changes could affect the validity of KPMGs advice. who have had direct involvement with the services under the Engagement Letter, without such other partys express written consent. This prohibition shall not apply to any offers of employment which result from a general solicitation for employment, including without limitation, through the Internet, newspapers, magazines and radio. 17. Entire Agreement. The Engagement Letter and these Standard Terms and Conditions, including the Exhibits and Appendices hereto and thereto, constitute the entire agreement between KPMG and Client with respect to the services under the Engagement Letter and supersede all other oral and written representations, understandings or agreements relating thereto. Page 5 October 1,2011 Release*

APPENDIX A fFORM OF NOTICE AND ACKNOWLEDGEMENT] [Name of Third Party] Address

The advice, recommendations and information in the document included with this notice were prepared for the sole benefit of [Name of Client], based on the specific facts and circumstances of [Name of Client], and its use is limited to the scope of KPMGs engagement for [Name of Client]. It has been provided to you for informational purposes only and you are not authorized by KPMG to rely upon it and any such reliance by you or anyone else shall be at your or their own risk. You acknowledge and agree that KPMG accepts no responsibility or liability in respect of the advice, recommendations or other information in such document to any person or organization other than [Name of Client]. You shall have no right to disclose the advice, recommendations or other information in such document to anyone else without including a copy of this notice and, unless disclosure is required by law or to fulfill a professional obligation required under applicable professional standards, obtaining a signed acknowledgement of this notice from the party to whom disclosure is made and you provide a copy thereof to [Name of Client]. You acknowledge and agree that you will be responsible for any damages suffered by KPMG as a result of your failure to comply with the terms of this notice. Please acknowledge your acceptance of the foregoing by signing and returning to us a copy of this letter.* Very truly yours, [Name of Client] By:
_____________

Name: Title: Accepted and Agreed to on this [Name of Third Party By:
_____________

day of

____,

20_ by:*

Name: Title: *Remove in the event of a disclosure made by Client that is required by law, that is made to a regulatory authority having jurisdiction over Client or that is made pursuant to Paragraph 18(a) of the Standard Terms and Conditions in which case an acknowledgement is not required by the terms of Paragraph 4(c).
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