R2010-24 ACCEPTING THE PROPOSAL AND AUTHORIZING ENGAGEMENT CONTRACT

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� Finance Committee City of Decatur February 10, 2010 Page 2 Our Fees and Payment Terms The charges for our work are to be based upon the time involved, degree of responsibility assumed and skills required, plus expenses including internal and administrative charges. Bills for services are due when submitted. Interim bills may be submitted at periodic dates to cover charges and expenses incurred. If a bill for services is not paid when due,we reserve the right to cease work and withdraw from the engagement. It is hereby agreed that our fee will not exceed $62,500. We expect that your office personnel will help us by locating and providing us with invoices, vouchers, and other corporate documents and records that we request, or whenever possible, we will use your personnel to help in this work and so reduce costs. We do not anticipate that we will encounter any substantial amount of accounting work to be completed or adjusted by us, or any defalcation or other significant problem or contingency. We will, of course, advise you befare undertaking any work that would require an increase in the fee arrangement. Our fee considers the agreed-upon level of preparation and assistance from your personnel. We will advise management should this not be provided or should any other circumstances arise that may cause our time to exceed this estimate. These fees do not consider any time that might be necessary to assist management in the implementation or adoption of new or existing accounting, reporting, regulatory, or tax requirements that may apply. If there is a significant change in your organizational structure or size due to acquisitions or other events, we reserve the right to revise our fees. Circumstances may arise under which we must perform additional work and, thus, require additional billings for our services. Examples of such circumstances include, but are not limited to : • Changing audit requirements • New professional standards or regulatory requirements • Work caused due to the identification of, and management's correction of, fraud, irregularities, errors or inappropriate application of accounting pronouncements • Erroneous or incomplete accounting records • Evidence of material weaknesses or significant deficiencies in internal controls • Substantial increases in the number of significance of problem loans • Regulatory examination matters • Failure of your staff to prepare information in a timely manner • Numerous revisions to audit information • Rescheduling of audit fieldwork without reasonable notice (at least a full week in advance) • Lack of availability of appropriate City personnel during audit fieldwork. Accounting and auditing standard setters and regulators are continuing to evaluate the need for changes that may affect you. These actions may result in changes in reporting and expand the nature, timing, and scope of the activities we are required to perform to provide the services discussed in this letter. Proposed changes and shortened deadlines could result in a reduction of the level of assistance and preparedness you are able to provide. We expect that our clients will look to us to assist them with these changes. To the extent that the amount of time required to provide the services described in this letter increases due to such changes or that additional time is required to complete any new tasks required by such changes, we reserve the right to adjust our fees appropriately.