R2018-106 Professional Service Agreement with CliftonLarsonAllen, LLP for Auditing Services

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July 11,2018 City of Decatur Page 10 We will provide copies of our reports to the entity; however, management is responsible for distribution of the reports and the financial statements. Unless restricted by law or regulation,or containing privileged and confidential information, copies of our reports are to be made available for public inspection. We are available to perform additional procedures with regard to fraud detection and prevention,at your request, as a separate engagement,subject to completion of our normal engagement acceptance procedures. The terms and fees of such an engagement would be documented in a separate engagement letter. The audit documentation for this engagement is the sole and exclusive property of CLA and constitutes confidential and proprietary information. However,subject to applicable laws and regulations,audit documentation and appropriate individuals will be made available upon request and in a timely manner to any regulator,or its designee, a federal agency providing direct or indirect funding, or the U.S. Government Accountability Office for purposes of a quality review of the audit,to resolve audit findings,or to carry out oversight responsibilities.We will notify you of any such request. If requested,access to such audit documentation will be provided under the supervision of CLA personnel. Furthermore, upon request,we may provide copies of selected audit documentation to the aforementioned parties.These parties may intend, or decide,to distribute the copies or information contained therein to others, including other governmental agencies. The audit documentation for this engagement will be retained for a minimum of seven years after the report release date or for any additional period requested by the regulator. If we are aware that a federal awarding agency, pass-through entity, or auditee is contesting an audit finding,we will contact the party(ies)contesting the audit finding for guidance prior to destroying the audit documentation. Except as permitted by the"Consent"section of this agreement,CLA will not disclose any confidential, proprietary,or privileged information of the entity to any persons without the authorization of entity management or unless required by law.This confidentiality provision does not prohibit us from disclosing your information to one or more of our affiliated companies in order to provide services that you have requested from us or from any such affiliated company.Any such affiliated company shall be subject to the same restrictions on the use and disclosure of your information as apply to us. Professional standards require us to be independent with respect to you in the performance of these services. Any discussion that you have with our personnel regarding potential employment with you could impair our independence with respect to this engagement.Therefore,we request that you inform us prior to any such discussions so that we can implement appropriate safeguards to maintain our independence and objectivity. Further, any employment offers to any staff members working on this engagement without our prior knowledge may require substantial additional procedures to ensure our independence.You will be responsible for any additional costs incurred to perform these procedures. Our relationship with you is limited to that described in this letter.As such,you understand and agree that we are acting solely as independent accountants. We are not acting in any way as a fiduciary or assuming any fiduciary responsibilities for you.We are not responsible for the preparation of any report to any governmental agency,or any other form, return,or report or for providing advice or any other service not specifically recited in this letter.