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: . _ _,._.�. <br /> The audit documentation for this engagement is the sole and exciusive�roperty of CLA and constitutes <br /> confidentiai and proprietary information.Howeve�,subject to applicable laws and reguiations,audit <br /> documentation and appropriate individuals will be made available upon request and in a timely manner to <br /> Regulators,Cognizant or Oversight Agenty for Audit,or Pass-through Entities,a federai agency providing direct <br /> or indirect funding,or the U.S.Government Accountability Office for purposes of a quality review of the audit,to <br /> resolve audit findings,or to carry out oversight responsibiiities.We wili notify you of any such request.lf <br /> requested,access to such audit documentation wiil be provided under the supervision of CLA personnel. <br /> Furthermore,upon request,we may provide copies of se{ected audit documentation to the aforementioned <br /> parties.These parties may intend,o�decide,to distribute the copies or information contained therein to othe�s, <br /> including other governmental agencies. <br /> The audit documentation for this engagement will be retained for a minimum of seven years after the report <br /> release date or for any additional period requested by a Regulatar,Cognizant or Oversight Agency for Audit,or <br /> Pass-through Entity.If we are aware that a federal awarding agency,pass through entiiy,or auditee is <br /> contesting an audit finding,we will contad the party(iesj contesiing the audit finding for guidance prior to <br /> destroying the audit documentation. <br /> Professional standards require us to be independent with rexpect to you in the performance of these services. <br /> Any discussian that you have with our personnel regarding potential employment with you could impair our <br /> independence with respect to this engagement.Therefore,we request ihat you inform us prior to any such <br /> discussions so that we can implement appropriate safeguards to m�inta3n our independence and objectivity. <br /> Further,any employment offers to any staff members working on this engagement without our prior knowledge <br /> may require substantiai additionai procedures to ensure our independence.You will be responsibie for any <br /> additional costs incurred to perform these procedures. <br /> Our relationship with you is limited to that described in this ietter.As such,you understand and agree that we <br /> are acting solely as independent accnuniants.We are not acting in any way as a fiduciary or assuming any <br /> fiduciary responsibilities for you.We are not responsible for the preparation of any report to any governmentai <br /> agency,or any other form,return,or repnrt or for providing advice or any other service not specificaily recited in <br /> this letter. <br /> Governmeni Audiiinq Srandards require that we make our most recent external peer review report pubitcly <br /> available.The report is posted on our website st www.ClAeonnect.comJAboutusJ. <br /> Mediation <br /> Any disagreement,cantroversy,or claim("Dispute")that may arise out of any aspect of our services or <br /> relationship with you,including this engagement,shall be submitted to non-binding mediation by written notice <br /> ("Medlation Notice")to the ather parry.In mediation,we wilt work wrth you to resolve any differences <br /> voluntarily w�th the aid of an impartial mediator. <br /> The mediation will be conducted as specifled by the mediator and agreed upon by the parties.The panies agree <br /> to discuss their differences in good faith and to attempt,with ihe assistance of the mediator,to reach an <br /> amicabie resolution of the Dispute. <br />