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ianuary 7. 2009. City of Gem Lake Page .G Professional Accounting and Related Services Disputes :of the American Arbitration Association, except. where this agreement differs. The arbitration Will be conducted in Minneapolis, Minnesota befotea panel of three (3) neutral arbitrators, rertarclless of the size or'amount of nce Dispute. Any issue concerning the extent 10 which any Dispute is:subject to arbitration. Or concerningthe applicabiility, interpretation; or enforceability of these procedures, includingany contention drat all or part of these procedures are invalid or Lllicnlbrceable, shall be governed.. by the Federal Arbitration Act and resolve(I by the arbitrators.. Time limitation Thenature of our servicesmakes it difficult, with the passage of time, to gather and present evidence that frilly and fairly establishes the ['riots underlying any Dispute. Weboth agree that, notwithstanding: any statute. or law of `limitations that ]night otherwise apply to a dispute, any action or legal proceeding by you against us must be commenced within twenty -lour (24) months ("Limitation. Period") after the date when we deliver our final audit report under this agreement to you, regardless of whether wedo other services for you relating to the audit report, or you shall beforever barred from commencing a lawsuit or obtainingany legal or equitable relief or recovery The Limitation Period :applies andbegins to rvr] 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 be5)9.500 (which includes travel and other out-of-pocket costs such as report production, word processing, postage, copies, telephone, etc): as per our proposal: The fee estimate is based onanticipated cooperation from your :personnel and their assistance with .preparing confirmations and requested schedules..lf unexpected circumstancesrequire significant additional time, we will discuss it -with you and arrive al a new fee estimate before we incur the additional costs Our invoices for these: fees will be rendered each month as work progresses and are payable on presentation. In accordance with our fiat] policies, wank may be suspended if your account becomes 60 days or more overdue and will not be resumed until your account is paidin full If we elect to terminateour services for nonpayment, our engagement will be deemed to have been completedeven if we have not issued our report. You will be obligated to compensate us for all time expendedand to reimburse us for all out-of-pocket costs through the dale of termination. Subcontractors LarsonAllelr may. at tin}es, use subcontriactoIs to perform services under this agreemeI]t and they may have access to your information and records. Any such subcontractors will be subject to the same restrictions on the use al such information and records: as apply to lrarsonAllen under this agreement.. LarsonAllen will be as responsible for any act done by these subcontractors as it is for its personnel under this agreement.