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Mr. Kevin Watson <br />City of Louisville <br />Page 3 <br />The mediation will be conducted as specified by the mediator and agreed upon by the parties. The <br />parties agree to discuss their differences in good faith and to attempt, with the assistance of the <br />mediator, to reach an amicable resolution of the Dispute. Mediation will be conducted with the parties <br />in person in Denver, Colorado. <br />Each party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared <br />equally by the parties. Either party may commence suit on a Dispute after the mediator declares an <br />impasse. <br />Indemnity <br />You agree that none of Eide Bailly LLP, its partners, affiliates, officers or employees (collectively "Fide <br />Bailly") shall be responsible for or liable to you for any misstatements in your financial statements <br />and/or tax return that we may fail to detect as a result of knowing representations made to us, or the <br />concealment or intentional withholding of information from us, by any of your owners, directors, <br />officers or employees, whether or not they acted in doing so in your interests or for your benefit, and to <br />hold Eide Bailly harmless from any claims, losses, settlements, judgments, awards, damages and <br />attorneys' fees from any such misstatement, provided that the services performed hereunder were <br />performed in accordance with professional standards, in all material respects. <br />If a claim is brought against you by a third -party that arises out of or is in any way related to the services <br />provided under this engagement, you agree to indemnify Eide Bailly against any losses, including <br />settlement payments, judgments, damage awards, punitive or exemplary damages, and the costs of <br />litigation (including attorneys' fees) associated with the services performed hereunder provided that the <br />services were performed in accordance with professional standards, in all material respects. <br />Assignments Prohibited <br />You agree that you will not and may not assign, sell, barter or transfer any legal rights, causes of actions, <br />claims or Disputes you may have against Eide Bailly, its partners, affiliates, officers and employees, to <br />any other person or party, or to any trustee, receiver or other third party. <br />Conclusion <br />We appreciate the opportunity to assist you and believe this letter accurately summarizes the significant <br />terms of our engagement. If you have any questions, please let us know. If you agree with the terms of <br />our engagement as described in this letter, please sign this copy and return it to us. If the need for <br />additional procedures arises, our agreement with you will need to be revised. It is customary for us to <br />enumerate these revisions in an addendum to this letter. <br />35 <br />