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regarding,among other matters,the Organization's we are acting solely as independent accountants. We <br /> operations,internal controls,future plans, specific are not acting in any way as a fiduciary or assuming <br /> transactions,and accounting systems and procedures. any fiduciary responsibilities for you. We are not <br /> As a precondition to the issuance of our report,we responsible for the preparation of any report to any <br /> will require that you provide us a written governmental agency, or any other form,return,or <br /> representation letter confirming some or all of the report or for providing advice or any other service not <br /> representations made by you and your staff during the specifically recited in this letter. '� <br /> engagement. The procedures we will perform in our <br /> engagement will be heavily influenced by the Government Auditing Standards require that we <br /> representations that we receive in the representation provide you with a copy of our most recent quality <br /> letter and otherwise from Management. Accordingly, control review report. Our December 19,2007 peer <br /> inaccurate, incomplete or false representations could review report accompanies this letter. <br /> cause us to expend unnecessary efforts or could cause <br /> a material error or fraud to go undetected by our Clifton Gunderson LLP is qualified as a limited <br /> procedures. liability parmership under the laws of the State of <br /> Illinois.Under such laws,an obligation of the firm <br /> In view of the foregoing,you agree that City of incurred while the firm is a limited liability <br /> Decatur will indemnify Clifton Gunderson LLP and partnership,whether arising in contract,tort or <br /> our partners,principals and employees and hold us otherwise,is solely the obligation of the firni,and <br /> harmless from any claims,liabilities,losses and costs partners of the firm are not personally liable,directly <br /> arising in circumstances where there has been a or indirectly,by way of indemnification,contribution, <br /> knowing misrepresentation by a member of the assessment or otherwise,for such obligation solely by <br /> management of City of Decatur,regardless of reason of being or so acting as a partner. <br /> whether such person was acting in the best interests of <br /> City of Decatur. Professional standards require us to be independent <br /> with respect to you in the performance of these <br /> Relationship with HLB International services. Any discussion that you have with our <br /> Clifton Gunderson is a member of the HLB personnel regarding potential employment with you <br /> International(HLBI)network. The HLBI network could impair our independence with respect to this <br /> comprises independent member firms in many engagement. Therefare,we request that you inform <br /> countries,many of which use HLB as part of their us prior to any such discussions so that we can <br /> business name. All member firms are associated with implement appropriate safeguards to maintain our <br /> HLBI by reason of their membership,but are separate independence and objectivity. Further,any <br /> legal entities. employment offers to any staff inembers working on <br /> this engagement without our prior knowledge may <br /> No member firm or other contact has authority to require substantial additional procedures to ensure <br /> enter into any legal obligations on behalf of HLBI or our independence. Any additional costs incurred due <br /> any other member,nor is any member firm or contact to these procedures will be fully billable in addition <br /> an agent of,or in partnership with,HLBI or any other to our fees. <br /> member firm. If we introduce you to any firm that is <br /> a member of the HLBI network,HLBI will not accept For all purposes,we mutually agree that the laws of <br /> any liability for work which the firm carries out on the State of Illinois will govern any disputes <br /> your behalf,and you must make your own contractual regarding this engagement,excepting those relating to <br /> arrangements directly with them. choice of laws. In the event that any portion of this <br /> professional services agreement or the attached <br /> You agree that any firm you engage for services has engagement letter is deemed invalid or unenforceable, <br /> sole liability for the work covered by their that finding shall not invalidate the remainder of the <br /> engagement. You undertake not to bring any engagement letter ar professional services agreement. <br /> proceedings or make any claim whatsoever against <br /> any other member of HLBI or against HLBI itself,in Entire Agreement <br /> relation to the work covered by each agreement. The attached engagement letter and this Professional <br /> Services Agreement constitute the entire agreement <br /> Other Matters regarding services to be provided to you and <br /> Our relationship with you is limited to that described supersedes all prior agreements,understandings, <br /> in this letter. As such,you understand and agree that negotiations, and discussions between us relating to <br /> Page 8 <br />