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CliftonLarsonAllen LLP <br /> https://www.claconnect.com <br /> Master Services Agreement <br /> City of Decatur,Illinois <br /> #1 Gary K.Anderson Plaza <br /> Decatur,IL 62523-1196 <br /> MSA Date:April 24, 2023 <br /> This master service agreement("MSA")documents the terms,objectives,and the nature and limitations of <br /> the services CliftonLarsonAllen LLP("CLA,""we,""us,"and`bur")will provide for City of Decatur,Illinois <br /> ("you,"or"your").The terms of this MSA will apply to the initial and each subsequent statement of work <br /> ("SOW"),unless the MSA is changed in a communication that you and CLA both sign or is terminated as <br /> permitted herein. <br /> 1. Scope of Professional Services <br /> CLA will provide services as described in one or more SOW that will reference this MSA.The SOW <br /> will describe the scope of professional services;the nature,limitations,and responsibilities related to <br /> the specific services CLA will provide;and the fees for such services. <br /> If modifications or changes are required during CLA's performance of requested services,or if you <br /> request that we perform any additional services,we will provide you with a separate SOW for your <br /> signature.Such SOW will advise you of the additional fee and time required for such services to <br /> facilitate a clear understanding of the services. <br /> Our services cannot be relied upon to disclose all errors,fraud,or noncompliance with laws and <br /> regulations.Except as described in the scope of professional services section of this MSA or any <br /> applicable SOW,we have no responsibility to identify and communicate deficiencies in your internal <br /> controls as part of any services. <br /> 2. Management responsibilities <br /> You acknowledge and understand that our role is to provide the services identified in an SOW and <br /> that management,and any other parties engaging CLA,have responsibilities that are fundamental to <br /> our undertaking to perform the identified services. <br /> 3. Fees and terms <br /> See the applicable SOW for the fees for the services. <br /> Work may be suspended if your account becomes 90 days or more overdue and will not be resumed <br /> until your account is paid in full.If we elect to terminate our services for nonpayment,our <br /> Page 1 of 7 <br />