R2016-128 Professional Service Agreement CliftonLarsonAllen, LLP Auditing Services

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October 19,2016 City of Decatur Page 11 agency, or any other form, return,or report or for providing advice or any other service not specifically recited in this letter. Government Auditing Standards require that we make our most recent external peer review report publicly available.The report is posted on our website at www.CLAconnect.com/Aboutus/. Mediation Any disagreement, controversy, or claim ("Dispute")that may arise out of any aspect of our services or relationship with you, including this engagement, shall be submitted to non-binding mediation by written notice ("Mediation Notice")to the other party. In mediation,we will work with you to resolve any differences voluntarily with the aid of an impartial mediator. The mediation will be conducted as specified by the mediator and agreed upon by the parties.The parties agree to discuss their differences in good faith and to attempt,with the assistance of the mediator, to reach an amicable resolution of the Dispute. Each party will bear its own costs in the mediation.The fees and expenses of the mediator will be shared equally by the parties. Time limitation The nature of our services makes it difficult,with the passage of time, to gather and present evidence that fully and fairly establishes the facts underlying any Dispute that may arise between us.The parties agree that, notwithstanding any statute or law of limitations that might otherwise apply to a Dispute, including one arising out of this agreement or the services performed under this agreement,for breach of contract or fiduciary duty, tort,fraud, misrepresentation or any other cause of action or remedy, any action or legal proceeding by you against us must be commenced within twenty-four(24) months ("Limitation Period")after the date when we deliver our final audit report under this agreement to you, regardless of whether we do other services for you relating to the audit report, or you shall be forever barred from commencing a lawsuit or obtaining any legal or equitable relief or recovery. The Limitation Period applies and begins to run even if you have not suffered any damage or loss, or have not become aware of the existence or possible existence of a Dispute. Fees Our fees for these services will be based on the time involved and the degree of responsibility and skills required, plus expenses including internal and administrative charges. Based on our preliminary estimates,the fee for the engagement should approximate$66,000 for the audit(includes two major programs in single audit). The fee estimate is based on anticipated cooperation from your personnel and their assistance with preparing confirmations and requested schedules. If the requested items are not available on the dates required or are not accurate,the estimated fee for services will likely be higher. If unexpected circumstances require significant additional time,we will advise you before undertaking work that would require a substantial increase in the fee estimate. Our invoices for these fees will be rendered each month as work progresses and are payable on presentation. In accordance with our firm policies,work may be suspended if your account becomes 60 days or more overdue and will not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed even if we have not issued our reports.