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 13 • Significant delays in responding to our requests for information such as reconciling variances or providing requested supporting documentation (e.g., invoices, contracts; and other documents) • Rescheduling our fieldwork • Schedule disruption caused by litigation,financial challenges(going concern), loan covenants (waivers), etc. • Identifying a significant number of proposed audit adjustments • Schedules prepared by your personnel that do not reconcile to the general ledger • Numerous revisions to information and schedules provided by your personnel • Restating financial statements for accounting errors in the prior year • Lack of availability of entity personnel during audit fieldwork Otherfees You also agree to compensate us for any time and expenses, including time and expenses of legal counsel, we may incur in responding to discovery requests or participating as a witness or otherwise in any legal, regulatory, or other proceedings that we are asked to respond to on your behalf. Finance charges and collection expenses You agree that if any statement is not paid within 30 days from its billing date,the unpaid balance shall accrue interest at the monthly rate of one and one-quarter percent(1.25%),which is an annual percentage rate of 15%. In the event that any collection action is required to collect unpaid balances due us, reasonable attorney fees and expenses shall be recoverable. Consent Consent to use financial information Annually,we assemble a variety of benchmarking analyses using client data obtained through our audit and other engagements. Some of this benchmarking information is published and released publicly. However,the information that we obtain is confidential, as required by the AICPA Code of Professional Conduct.Your acceptance of this engagement letter will serve as your consent to use of City of Decatur's information in these cost comparison, performance indicator, and/or benchmarking reports. Subcontractors CLA may,at times, use subcontractors to perform services under this agreement, and they may have access to your information and records.Any such subcontractors will be subject to the same restrictions on the use of such information and records as apply to CLA under this agreement. Agreement We appreciate the opportunity to be of service to you and believe this letter accurately summarizes the significant terms of our engagement.This letter constitutes the entire agreement regarding these services and supersedes all prior agreements(whether oral or written), understandings, negotiations, and discussions between you and CLA. If you have any questions, please let us know. Please sign, date, and return a copy of this letter to us to indicate your acknowledgment and understanding of, and agreement with,the arrangements for our audit of your financial statements including the terms of our engagement and the parties' respective responsibilities.