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City of Sunny Isles Beach, Florida <br />April 12, 2022 <br />Page 11 <br />acknowledge and agree that any such information that comes to the attention of Marcum in the <br />course of performing this engagement may be considered and used by Marcum in the context of <br />responding to its professional obligations as your independent accountants. <br />The working papers prepared in conjunction with our engagement are the property of Marcum <br />and constitute confidential information subject to the Public Records Laws of the Florida <br />Statutes. These working papers will be retained by us in accordance with applicable laws and <br />with our Firm's policies and procedures. However, we may be required, by law or regulation, to <br />make certain working papers available to regulatory authorities for their review, and upon <br />request, we may be required to provide such authorities with photocopies of selected working <br />papers. <br />The Firm is required to undergo a "Peer Review" every three years. During the course of a Peer <br />Review engagement, selected working papers and financial reports, on a sample basis, will be <br />inspected by an outside party on a confidential basis. Consequently, the accounting and/or <br />auditing work we performed for you may be selected. Your signing this letter represents your <br />acknowledgement and permission to allow such access should your engagement be selected for <br />review. <br />As a result of our prior or future services to you, we may be required or requested to provide <br />information or documents to you or a third -party in connection with a legal or administrative <br />proceeding (including a grand jury investigation) in which we are not a party. If this occurs, we <br />shall be entitled to compensation for our time and reimbursement for our reasonable out-of- <br />pocket expenditures (including legal fees) in complying with such request or demand. This is <br />not intended, however, to relieve us of our duty to observe the confidentiality requirements of <br />our profession. <br />Third -Party Service Providers <br />Marcum may use the services to its affiliates, subsidiaries and/or third parties, (e.g. <br />Confirmation.com and Bloomberg Professional Services) including contractors and <br />subcontractors, in each case within or outside of the United States in connection with the <br />provision of services and/or for internal, administrative and/or regulatory compliance purposes. <br />You agree that Marcum may provide confidential and other information Marcum receives in <br />connection with this agreement to Subcontractors for such purposes. Marcum maintains internal <br />policies, procedures and safeguards to protect the confidentiality of your information and <br />Marcum will remain responsible for the work performed by such Subcontractors. <br />Right to Terminate <br />The terms and provisions of this engagement letter, any course of conduct, course of dealing <br />and/or action of the Firm and/or the Organization and our relationship with you shall be <br />governed by the laws of the State of Florida to the extent said laws are not inconsistent with the <br />Federal Securities Laws and Rules, Regulations and Standards thereunder. We acknowledge <br />your right to terminate our services at any time, and you acknowledge our right to resign at any <br />time (including instances where in our judgment, our independence has been impaired or we can <br />