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110064.1 <br />City of Little Canada, Minnesota <br />Audit Contract <br />October 3, 2001 <br />Page 4 <br />Audit Administration, Fees and Other <br />We understand that your employees will type all cash or other confirmations we request <br />and will locate any invoices selected by us for testing. <br />We understand the workpapers for this engagement are the property of HLB Tautges <br />Redpath, Ltd. and constitute confidential information. However, we may be requested to <br />make certain workpapers available to certain regulators pursuant to authority given to it by <br />law or regulation. If requested, access to such workpapers will be provided under the <br />supervision of HLB Tautges Redpath, Ltd. personnel. Furthermore, upon request, we may <br />provide photocopies of selected workpapers to regulators. The regulator may intend, or <br />decide, to distribute the photocopies of information contained therein to others, including <br />other governmental agencies. <br />Our fee for these services will be at our governmental audit hourly rates plus out -of- <br />pocket costs (such as report reproduction, typing, postage, travel, copies, telephone, etc.) <br />except that we agree that our gross fee, including expenses, will not exceed $18,800. Our <br />hourly rates vary according to the degree of responsibility involved and the experience level <br />of the personnel assigned to your audit. Our invoices for these fees will be rendered each <br />month as work progresses and are payable on presentation. If we elect to terminate our <br />services for nonpayment, you will be obligated to compensate us for all time expended and to <br />reimburse us for all out -of- pocket expenditures through the date of termination. The above <br />fee is based on anticipated cooperation from your personnel and the assumption that <br />unexpected circumstances will not be encountered during the audit. If significant additional <br />time is necessary, we will discuss it with you and arrive at a new fee estimate before we incur <br />the additional costs. <br />Government Auditing Standards requires that we provide you with a copy of our most <br />recent quality control review report. Our 1998 peer review report accompanies this letter as <br />Appendix A. <br />Page 88 <br />