R2005-48 ACCEPTING THE PROPROSAL AND AUTHORIZING AN ENGAGEMENT CONTRACT

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Honorable Mayor and City Council City of Decatur, Illinois Page 5 April 20, 2005 The working papers for our engagement are the sole and exclusive property of Clifton Gunderson LLP and constitute confidential and proprietary information. We will retain such workpapers for seven years after the date of the issuance of our report, unless we are instructed in writing to retain the files for a longer period of time by a cognizant or oversight agency for audit, or pass-through entity. We do not provide access to our workpapers to you or anyone else in the normal course of business. Should we be ordered by a valid subpoena or other appropriate court order to provide access to or copies of our workpapers, you agree to reimburse us for the time and out-of-pocket expense necessary to comply with such order. We will provide access to workpapers when requested by appropriate governmental agencies, a federal agency providing direct or indirect funding, or the U.S. General Accounting Office for the purpose of a quality revie�u� of the audit, to resolve audit findings, or to carry out oversight responsibilities. Access to the requested workpapers will be provided to under the supervision of Clifton Gunderson LLP personnel and at a location designated by our firm. We must approve the masters or printer's proofs of the financial statements we have audited before they are reproduced or published for distribution if our firm's name is to be connected with the statements or report in any way. With regard to electronic filings, such as in connection with the SEC Electronic Data Gathering Analysis and Retrieval , (EDGAR) system or the World Wide Web area of the Internet, you understand that electronic sites are a means of distributing information and, therefore, we are not required to read the information contained in these sites or to consider the consistency of other information in the electronic site with the original document. If our report on the financial statements will be included in another document (for example, in connection with a bond offering), the procedures we perform in connection therewith will be considered an engagement separate and distinct from our audit engagement, for which we will bill you separately. The charges for our work are to be based upon the time involved, degree of responsibility assumed and skills required, plus direct expenses. 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. In the event that any collection action is required to collect unpaid balances due us, reasonable attorney fees and expenses shall be recoverable. It is hereby agreed that our fee will not exceed $59,900. It is our understanding that your accounting records will be substantially completed through April 30, 2005. 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 before undertaking any work that would require an increase in the fee arrangement. We will do our uppermost to provide quality service to you. We do not anticipate any difficulties in meeting the expectations recited in this letter. However, in the unlikely event that there are any disagreements regarding our services, any claims against Clifton Gunderson LLP as a result of this engagement must be brought within one year from the date our report is delivered or our work is completed.