R2017-118 Professional Service Agreement with CliftonLarsonAllen, LLP for Auditing Services and Non-Audit Advisory Services

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August 1,2017 City of Decatur Page 11 The mediation will be conducted as specified by the mediator and agreed upon by the parties.The parties agree to discuss their differences in good faith and to attempt,with the assistance of the mediator, to reach an amicable resolution of the Dispute. Each party will bear its own costs in the mediation.The fees and expenses of the mediator will be shared equally by the parties. Any Dispute will be governed by the laws of the state of Illinois,without giving effect to choice of law principles. Time limitation The nature of our services makes it difficult, with the passage of time,to gather and present evidence that fully and fairly establishes the facts underlying any Dispute that may arise between the parties.The parties agree that, notwithstanding any statute or law of limitations that might otherwise apply to a Dispute, including one arising out of this agreement or the services performed under this agreement,for breach of contract or fiduciary duty,tort,fraud, misrepresentation or any other cause of action or remedy, any action or legal proceeding by you against us must be commenced within twenty-four(24) months ("Limitation Period")after the date when we deliver our final audit report under this agreement to you, regardless of whether we do other services for you relating to the audit report, or you shall be forever barred from commencing a lawsuit or obtaining any legal or equitable relief or recovery. The Limitation Period applies and begins to run even if you have not suffered any damage or loss, or have not become aware of the existence or possible existence of a Dispute. Fees Our fees for these services will be based on the time involved and the degree of responsibility and skills required, plus expenses including internal and administrative charges. Based on our preliminary estimates,the fee for the engagement should approximate$68,600 for the audit(includes two major programs in single audit). The fee estimate is based on anticipated cooperation from your personnel and their assistance with preparing confirmations and requested schedules. If the requested items are not available on the dates required or are not accurate,the estimated fee for services will likely be higher. If unexpected circumstances require significant additional time, we will advise you before undertaking work that would require a substantial increase in the fee estimate. Our invoices for these fees will be rendered each month as work progresses and are payable on presentation. In accordance with our firm policies,work may be suspended if your account becomes 60 days or more overdue and will not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed even if we have not issued our reports. You will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket expenditures through the date of termination. Unanticipated services We do not anticipate encountering the need to perform additional services beyond those described in this letter. Below are listings of services considered to be outside the scope of our engagement. If any such service needs to be completed before the audit can proceed in an efficient manner,we will determine whether we can provide the service and maintain our independence. If appropriate,we will notify you and provide a fair and reasonable price for providing the service. We will bill you for the service at periodic dates after the additional service has been performed.