R2010-24 ACCEPTING THE PROPOSAL AND AUTHORIZING ENGAGEMENT CONTRACT

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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 Clifton Gunderson LLP will provide to City of Decatur(hereinafter"you"). 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 opinion on fmancial statements. Selective testing The purpose and objective of our audit is to lead to involves judgment both as to the number of the expression of an opinion with respect to your transactions we examine and the areas to be tested. financial statements. The audit will include tests of your accounting records and other procedures we Because we will not perform a detailed examination consider necessary to enable us to express our of all transactions,there is an inherent risk that we opinion on these financial statements and to report on will not detect material enors, fraud,or other illegal the schedule of expenditures of federal awards and on acts, if they exist. We are available to perform the Organization's compliance with laws and additional procedures with regard to fraud detection regulations and its internal controls as required by and prevention at your request, subject to completion Covernment Auditing Standards and OMB Circular of our normal engagement acceptance procedures. A-/33. We would document the actual terms and fees of such an engagement in a separate engagement letter to be You understand that circumstances may exist or may signed by both you and Clifton Gunderson LLP. arise that would preclude us from issuing such an opinion. We will inform you if we discover The audit will include certain procedures to test circumstances that will have an effect on our opinion compliance with certain provisions of laws, on the financial statements or on compliance with the regulations,contracts, and grants and the requirements applicable to major programs in requirements applicable to the major federal award accordance with OMB Circular A-133. If our opinion programs as required by OMB Circular A-133. Our on the financial statements,or on compliance with the procedures will consist of those identified in the OMB direct and material compliance requirements Circular A-133 Compliance Supplement applicable to applicable to major programs in accordance with each major program that we consider necessary to OMB Circular A-133, will be other than unqualified, express our opinion on the direct and material the reasons will be fully disclosed. If, for any reason, compliance requirements of such programs. We are we are unable to complete the audit or are unable to responsible for deternuning which programs are form an opinion,we may decline to issue a report and tested for compliance under the requirements of OMB ternunate our engagement. If these circumstances Circular A-/33. In addition,we are responsible for occur,we will bill you;you agree;under the terms of deternuning which compliance requirements have a this letter,to pay for our time and expense incurred direct and material effect on such programs. prior to the termination of our engagement. In planning and perfornung our audit for the year Procedures and Limitations ended Apri130,2010,we will consider internal Our audit is designed to provide reasonable,but not control to the extent required to support our reports in absolute, assurance of detecting misstatements, accordance with Government Auditing Standards and whether caused by error or fraud that, in our OMB Circular A-/33. We will obtain an judgment,could have a material effect on the understanding of the design of the relevant policies financial statements as a whole. It is not designed to and procedures and whether they have been placed in detect errar or fraud that is iinmaterial to the financial operation. We will perform tests of controls,as statements,or violations of laws or governmental required by OMB Circular A-133,to evaluate the regulations that do not have a direct and material effectiveness of the design and operation of controls effect on the financial statements. Our audit will be that we consider relevant to preventing or detecting based upon tests and samples, since detailed auditing material noncompliance with the direct and material of all transactions is not practicable. The concept of compliance requirements that are applicable to each selective testing of data is generally accepted as a major federal award program. Tests of controls may valid and sufficient basis for an auditor to express an also be performed to test the effectiveness of certain Page 5