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<br />November 20, 2006 <br />Page 6 of8 <br /> <br />The workpapers for this engagement will be retained for a minimum of three years after <br />the date the auditors' report is issued or for any additional period requested by the <br />oversight, regulatory or state agencies. Ifwe are aware that a federal awarding agency, <br />pass-through entity or auditee is contesting an audit finding, we will contact the party(ies) <br />contesting the audit finding for guidance prior to destroying the workpapers. <br /> <br />. <br /> <br />If you intend to publish or otherwise reproduce the financial statements and make <br />reference to our Firm name, you agree to provide us with printers' proofs or masters for <br />our review and approval before printing. You also agree to provide us with a copy of the <br />final reproduced material for our approval before it is distributed. Additionally, if you <br />include our report or a reference to our Firm name in an electronic format, you agree to <br />provide the complete electronic communication using or referring to our name to us for <br />our review and approval prior to distribution. <br /> <br />During the course of our engagement, we will request infonnation, and explanations from <br />management regarding the City's operations, internal controls, future plans, specific <br />transactions and accounting systems and procedures. At the conclusion of our <br />engagement we will require, as a precondition to the issuance of our report, that <br />management provide certain representations in a written representation letter. The <br />procedures we will perfonn in our engagement and the conclusions we reach as a basis <br />for our report will be heavily influenced by the written and oral representations that we <br />receive from management. Accordingly, false representations could cause us to expend <br />unnecessary efforts or could cause a material error or a fraud to go undetected by our <br />procedures. In view of the foregoing, you agree that we shall not be responsible for any <br />misstatements in the City's financial statements that we may fail to detect as a result of . <br />false or misleading representations that are made to us by management. <br /> <br />In addition, the City further agrees to indemnify and hold us harmless for any liability <br />and all reasonable costs, including legal fees that we may incur as a result of the services <br />perfonned under this engagement in the event there are false or misleading <br />representations made to us by any member of the City's management, except to the <br />extent such liability or costs are determined to have resulted from the intentional or <br />deliberate misconduct of Kem, DeWenter, Vi ere, Ltd. personnel. <br /> <br />Our fees for these services will be $ 38,375 for the audit of the City's basic financial <br />statements, as listed in our proposal dated October 26,2005. Single audit fees, if <br />required will be $2,375. The fee estimate is based on anticipated cooperation from your <br />personnel and the assumption that unexpected circumstances will not be encountered <br />during the audit. If significant additional time is necessary, we will discuss it with you <br />and arrive at a new fee estimate before we incur the additional costs. Our invoices for <br />these fees will be rendered each month as work progresses and are payable on <br />presentation. In accordance with our finn policies, work may be suspended if your <br />account becomes 60 days or morc overdue and will not be resumed until your account is <br />paid in full. If we elect to terminate our services for nonpayment, our engagement will be <br />deemed to have been completed upon written notification oftennination, even if we have <br />not completed our report. You will be obligated to compensate us for all time expended <br />and to reimburse us for all out-of-pocket expenditures through the date oftennination. A <br />service charge of 1 % per month, which is an annual rate of 12%, will be added to all <br />accounts unpaid 30 days after billing date. If collection action is necessary, expenses and <br />reasonable attorney's fees will be added to the amount due. <br /> <br />. <br />