R2013-51 AUTHORIZING CITY MANAGER TO ENTER A PROFESSIONAL SERVICE AGREEMENT WITH CLIFTONLARSONALLEN, LLP

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Professional Services Agreement Audit Services This Professional Services Agreement,together with the engagement letter,which is attached and incorporated by reference,represents the terms and conditions relating to the services CliftonLarsonAllen LLP("CLA")will provide to City of Decatur(hereinafter"you" or the"Entity"). This Professional Services Agreement is an integral part of the terms of our engagement and contains important and critical information. You should read it carefully before signing the engagement letter and contact us if you have any questions. Objective of the Audit communicate to management and those charged with The objective of our audit is to lead to the expression governance that an audit in accordance with generally of an opinion with respect to your financial statements. accepted auditing standards established by the Auditing The audit will include tests of your accounting records Standards Board(United States)and the standards for and other procedures we consider necessary to enable financial audits contained in Government Auditing us to express our opinion on these basic financial Standards may not satisfy the relevant legal, statements(and to report on the schedule of regulatory,or contractual requirements.Furthermore, expenditures of federal awards),and on the Entity's we will inform you if we discover circumstances that compliance with laws and regulations and its internal will have an effect on our opinion on the basic controls as required by Government Auditing financial statements or on compliance with the direct Standards and OMB Circular A-133. We will make and material compliance requirements applicable to reference to May,Cocagne&King,P.C.'s audit of the major programs in accordance with OMB Circular A- Civic Center Authority in our report on the Entity's 133. If our opinion,on the basic financial statements financial statements. or on compliance with the requirements applicable to major programs in accordance with OMB Circular A- We will issue a written report upon completion of our 133, will be other than unmodified,the reasons will be audit of City of Decatur's financial statements. Our fully disclosed. If,for any reason,we are unable to report will be addressed to the Mayor and City Council complete the audit or are unable to form an opinion,we of City of Decatur. We cannot provide assurance that may decline to issue a report and terminate our an unmodified opinion will be expressed. engagement. If these circumstances occur,we will bill Circumstances may arise in which it is necessary for us you;you agree,under the terms of this letter,to pay for to modify our opinion,add an emphasis-of-matter or our time and expense incurred prior to the termination other matter paragraph(s),or withdraw from the of our engagement. engagement. Auditors' Responsibilities,Procedures and We will also provide a report on internal control related Limitations to the financial statements and compliance with the We will conduct our audit in accordance with standards provisions of laws,regulations,contracts,and grant generally accepted in the United States of America agreements,noncompliance with which could have a (GAAS),and Government Auditing Standards,issued material effect on the financial statements as required by the Comptroller General of the United States. by Government Auditing Standards. The purpose of Those standards require that we plan and perform the this report,is solely to describe the scope of our testing audit to obtain reasonable assurance about whether the of internal control9ver financial_reporting andfinancial statements are free—from-material- compliance,and the result of that testing,and not to misstatement. An audit involves performing provide an opinion on the effectiveness of the Entity's procedures to obtain audit evidence about the amounts internal control over financial reporting or on and disclosures in the financial statements. The compliance. This report is an integral part of an audit procedures selected depend on the auditor's judgment, performed in accordance with Government Auditing including the assessment of the risks of material Standards in considering the Entity's internal control misstatement of the financial statements,whether due over financial reporting and compliance. Accordingly, to fraud or error. An audit also includes evaluating the this report is not suitable for any other purpose. If appropriateness of accounting policies used and the during our audit we become aware that City of Decatur reasonableness of significant accounting estimates is subject to an audit requirement that is not made by management,as well as evaluating the overall encompassed in the terms of this engagement,we will presentation of the financial statements. Page 4