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

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communications may include information that is Other Matters confidential to the Entity. You acknowledge that e- Our relationship with you is limited to that described in mail travels over the public Internet,which is not a this letter. As such,you understand and agree that we secure means of communication and,thus, are acting solely as independent accountants. We are confidentiality of the transmitted information could be not acting in any way as a fiduciary or assuming any compromised through no fault of our firm. Unless you fiduciary responsibilities for you. We are not issue specific instructions to do otherwise,we will responsible for the preparation of any report to any assume that you consent to our use of these electronic governmental agency,or any other form,return,or devices and facsimile transmissions during this report or for providing advice or any other service not engagement as we deem appropriate. In addition,we specifically recited in this letter. mutually agree that the engagement letter,including the professional services agreement,may be executed Government Auditing Standards require that we electronically. provide you with a copy of our most recent quality control review report. A copy of our peer review Annually,we assemble a variety of benchmarking report accompanies this letter. analyses using client data obtained through our audit and other engagements. Some of this benchmarking CLA is qualified as a limited liability partnership under information is published and released publicly. the laws of the State of Minnesota.Under such laws,an However,the information that we obtain is obligation of the firm incurred while the firm is a confidential,as required by ET Section 301 of the limited liability partnership,whether arising in AICPA Code of Professional Conduct. Your contract,tort or otherwise,is solely the obligation of acceptance of this engagement letter will serve as your the firm,and partners of the firm are not personally consent to use of City of Decatur's information in these liable,directly or indirectly,by way of indemnification, cost comparison,performance indicator,and/or contribution,assessment or otherwise,for such benchmarking reports. obligation solely by reason of being or so acting as a partner. Management Representations During the course of our engagement,we may request Professional standards require us to be independent information and explanations from Management with respect to you in the performance of these regarding,among other matters,the Entity's services. Any discussion that you have with our operations,internal controls,future plans,specific personnel regarding potential employment with you transactions,and accounting systems and procedures. could impair our independence with respect to this As part of our audit process,we will require that you engagement. Therefore,we request that you inform us provide us a written confirmation concerning prior to any such discussions so that we can implement representations made by you and your staff to us in appropriate safeguards to maintain our independence connection with the audit. The procedures we will and objectivity. Further,any employment offers to any perform in our engagement will be heavily influenced staff members working on this engagement without our by the representations that we receive in the prior knowledge may require substantial additional representation letter and otherwise from Management. procedures to ensure our independence. Any Accordingly,inaccurate, incomplete or false additional costs incurred due to these procedures will representations could cause us to expend unnecessary be fully billable in addition to our fees. efforts or could cause a material error or fraud to go undetected by our procedures. For all purposes,we mutually agree that the laws of the - - — Statim of Minnesota will govern-any disputes regarding In view of the foregoing,you agree that City of this engagement,excepting those relating to choice of Decatur will indemnify CLA and our partners, laws. In the event that any portion of this professional principals and employees and hold us harmless from services agreement or the attached engagement letter is any claims,liabilities,losses and costs arising in deemed invalid or unenforceable,that finding shall not circumstances where there has been a knowing invalidate the remainder of the engagement letter or misrepresentation by a member of Management of City professional services agreement. of Decatur regardless of whether such person was acting in the best interests of City of Decatur. Page 8