R2019-115 2019-05-13 RESOLUTION NO. R2019-115
A Resolution of the City Council of the City of Pearland, Texas,
authorizing the City Manager or his designee to renew a contract for
audit services with Whitley Penn, in the amount of $75,300.00, for the
period of July 7, 2019 through July 6, 2020.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That engagement letter for audit services, a copy of which is attached
hereto as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and
approved.
Section 2. That the City Manager or his designee is hereby authorized to execute
and the City Secretary to attest an engagement letter for audit services.
PASSED, APPROVED and ADOPTED this the 13th day of May, A.D., 2019.
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TOM REID
MAYOR
ATTEST:
NG t - I R ci••. %\ : _
Y S'RETA ..
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
Houston Office
,. 3737 Buffalo Speedway
Suite 1600
vv h i t l e y p e n n • Houston,Texas 77098
713.621.1515 Main
whitleypenn.com
April 23,2019
To the Honorable Mayor,Members of
City Council and the City Manager
City of Pearland,Texas
You have requested that we audit the financial statements of the governmental activities,the business-type activities,
each major fund, and the aggregate remaining fund information of City of Pearland, Texas (the "City"), as of
September 30,2019,and for the year then ended,and the related notes to the financial statements,which collectively
comprise the City's basic financial statements as listed in the table of contents.In addition,we will audit the City's
compliance over major federal and state award programs for the period ended September 30,2019. We are pleased
to confirm our acceptance and our understanding of this audit engagement by means of this letter. Our audits will
be conducted with the objectives of our expressing an opinion on each opinion unit and an opinion on compliance
regarding the City's major federal and state award programs.
Accounting principles generally accepted in the United States of America require that required supplementary
information(RSI)be presented to supplement the basic financial statements. Such information,although not a part
of the basic fmancial statements,is required the Governmental Accounting Standards Board,who considers it to be
an essential part of financial reporting for placing the basic financial statements in an appropriate operational,
economic,or historical context. As part of our engagement,we will apply certain limited procedures to the RSI in
accordance with auditing standards generally accepted in the United States of America. These limited procedures
will consist primarily of inquiries of management regarding their methods of measurement and presentation, and
comparing the information for consistency with management's responses to our inquiries. We will not express an
opinion or provide any form of assurance on the RSI. The following RSI is required by accounting principles
generally accepted in the United States of America:
1) Management's Discussion and Analysis
2) General Fund-Budgetary Comparison Information
3) Required Pension Supplementary Information
4) Required Other Post-Employment Benefit Supplementary Information
Supplementary information other than RSI will accompany the City's basic financial statements. We will subject
the following supplementary information to the auditing procedures applied in our audit of the basic financial
statements and certain additional procedures, including comparing and reconciling the supplementary information
to the underlying accounting and other records used to prepare the financial statements or to the financial statements
themselves,and additional procedures in accordance with auditing standards generally accepted in the United States
of America.We intend to provide an opinion on the following supplementary information in relation to the financial
statements as a whole:
1) Combining and Individual Fund Statements and Schedules
2) Long-Term Debt Amortization Schedules
Also, the document we submit to you will include the following other additional information that will not be
subjected to the auditing procedures applied in our audit of the financial statements:
A member of
Nexia
International
To the Honorable Mayor,Members of
City Council and the City Manager
April 23,2019
Page 2
1) Introductory Section
2) Statistical Section
Schedule of Expenditures of Federal and State Awards
We will subject the schedule of expenditures of federal and state awards to the auditing procedures applied in our
audit of the basic financial statements and certain additional procedures, including comparing and reconciling the
schedule to the underlying accounting and other records used to prepare the financial statements or to the financial
statements themselves, and additional procedures in accordance with auditing standards generally accepted in the
United States of America. We intend to provide an opinion on whether the schedule of expenditures of federal and
state awards is presented fairly in all material respects in relation to the financial statements as a whole.
Data Collection Form
Prior to the completion of our engagement, we will complete the sections of the Data Collection Form that are our
responsibility. The form will summarize our audit findings, amounts and conclusions. It is management's
responsibility to submit a reporting package including financial statements, schedule of expenditure of federal
awards, summary schedule of prior audit findings and corrective action plan along with the Data Collection Form
to the federal audit clearinghouse. The financial reporting package must be text searchable, unencrypted, and
unlocked. Otherwise,the reporting package will not be accepted by the federal audit clearinghouse. We will assist
you in the electronic submission and certification.You may request from us copies of our report for you to include
with the reporting package submitted to pass-through entities.
The Data Collection Form is required to be submitted within the earlier of 30 days after receipt of our auditors'
reports or nine months after the end of the audit period, unless specifically waived by a federal cognizant or
oversight agency for audits.Data Collection Forms submitted untimely are one of the factors in assessing programs
at a higher risk.
Audit of the Financial Statements
We will conduct our audit in accordance with auditing standards generally accepted in the United States of America
(U.S. GAAS),the standards applicable to financial audits contained in Government Auditing Standards, issued by
the Comptroller General of the United States of America; the audit requirements of Title 2 U.S. Code of Federal
Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards (Uniform Guidance) and the State of Texas Uniform Grant Management Standards (UGMS).
Government Auditing Standards,the Uniform Guidance,and the UGMS require that we plan and perform the audit
to obtain reasonable assurance about whether the basic financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to error, fraudulent financial reporting,
misappropriation of assets, or violations of laws, governmental regulations, grant agreements, or contractual
agreements.
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
significant accounting estimates made by management,as well as evaluating the overall presentation of the financial
statements. If appropriate, our procedures will therefore include tests of documentary evidence that support the
transactions recorded in the accounts,tests of the physical existence of inventories,and direct confirmation of cash,
investments, and certain other assets and liabilities by correspondence with creditors and financial institutions. As
To the Honorable Mayor,Members of
City Council and the City Manager
April 23,2019
Page 3
part of our audit process, we will request written representations from your attorneys, and they may bill you for
responding.At the conclusion of our audit, we will also request certain written representations from you about the
financial statements and related matters.
Because of the inherent limitations of an audit, together with the inherent limitations of internal control, an
unavoidable risk that some material misstatements or noncompliance(whether caused by errors,fraudulent financial
reporting, misappropriation of assets, detected abuse, or violations of laws or governmental regulations) may not
be detected exists, even though the audit is properly planned and performed in accordance with U.S. GAAS,
Government Auditing Standards of the Comptroller General of the United States of America,the Uniform Guidance
and the UGMS.Please note that the determination of abuse is subjective and Government Auditing Standards does
not require auditors to detect abuse.
In making our risk assessments,we consider internal control relevant to the City's preparation and fair presentation
of the financial statements in order to design audit procedures that are appropriate in the circumstances,but not for
the purpose of expressing an opinion on the effectiveness of the City's internal control. However, we will
communicate to you in writing concerning any significant deficiencies or material weaknesses in internal control
relevant to the audit of the financial statements that we have identified during the audit. Our responsibility as
auditors is,of course,limited to the period covered by our audit and does not extend to any other periods.
We will issue a written report upon completion of our audit of the City's basic financial statements. Our report will
be addressed to the governing body of the City. We cannot provide assurance that unmodified opinions will be
expressed. Circumstances may arise in which it is necessary for us to modify our opinions, add an emphasis-of-
matter or other-matter paragraph(s),or withdraw from the engagement.
In accordance with the requirements of Government Auditing Standards, we will also issue a written report
describing the scope of our testing over internal control over financial reporting and over compliance with laws,
regulations, and provisions of grants and contracts, including the results of that testing. However, providing an
opinion on internal control and compliance over financial reporting will not be an objective of the audit and,
therefore,no such opinion will be expressed.
Audit of Major Program Compliance
Our audit of the City's major federal and state award program(s)compliance will be conducted in accordance with
the requirements of the Single Audit Act,as amended;and the Uniform Guidance,and the UGMS,and will include
tests of accounting records, a determination of major programs in accordance with the Uniform Guidance and the
UGMS and other procedures we consider necessary to enable us to express such an opinion on major federal and
state award program compliance and to render the required reports.We cannot provide assurance that an unmodified
opinion on compliance will be expressed. Circumstances may arise in which it is necessary for us to modify our
opinion or withdraw from the engagement.
The Uniform Guidance and the UGMS requires that we also plan and perform the audit to obtain reasonable
assurance about whether the City has complied with applicable laws and regulations and the provisions of contracts
and grant agreements applicable to major federal and state award programs. Our procedures will consist of
determining major federal and state programs and performing the applicable procedures described in the U.S.Office
of Management and Budget OMB Compliance Supplement for the types of compliance requirements that could
have a direct and material effect on each of the City's major federal and state programs. The purpose of those
procedures will be to express an opinion on the City's compliance with requirements applicable to each of its major
federal and state programs in our report on compliance issued pursuant to the Uniform Guidance and the UGMS.
To the Honorable Mayor,Members of
City Council and the City Manager
April 23,2019
Page 4
Also, as required by the Uniform Guidance and the UGMS, we will perform tests of controls to evaluate the
effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material
noncompliance with compliance requirements applicable to each of the City's major federal and state award
programs. However,our tests will be less in scope than would be necessary to render an opinion on these controls
and,accordingly,no opinion will be expressed in our report.
We will issue a report on compliance that will include an opinion or disclaimer of opinion regarding the City's
major federal and state award programs, and a report on internal controls over compliance that will report any
significant deficiencies and material weaknesses identified; however, such report will not express an opinion on
internal control.
Management's Responsibilities
Our audit will be conducted on the basis that management and, when appropriate,those charged with governance
acknowledge and understand that they have responsibility:
1. For the preparation and fair presentation of the financial statements in accordance with accounting
principles generally accepted in the United States of America;
2. For the design, implementation, and maintenance of internal control relevant to the preparation and fair
presentation of financial statements that are free from material misstatement, whether due to error
fraudulent financial reporting,misappropriation of assets,or violations of laws,governmental regulations,
grant agreements,or contractual agreements;
3. For safeguarding assets;
4. For identifying, in its accounts, all federal and state awards expended during the period including federal
awards and funding increments received prior to December 26,2014,and those received in accordance with
the Uniform Guidance generally received after December 26,2014;
5. For maintaining records that adequately identify the source and application of funds for federal and state
funded activities;
6. For preparing the schedule of expenditures of federal and state awards (including notes and noncash
assistance received)in accordance with the Uniform Guidance and the UGMS requirements;
7. For the design,implementation, and maintenance of internal control over compliance;
8. For establishing and maintaining effective internal control over federal and state awards that provides
reasonable assurance that the nonfederal entity is managing federal and state awards in compliance with
federal and state statutes,regulations,and the terms and conditions of the federal and state awards;
9. For disclosing accurately,currently,and completely the financial results of each federal and state award in
accordance with the requirements of the award;
10. For identifying and ensuring that the City complies with laws,regulations,grants,and contracts applicable
to its activities and its federal and state award programs and implementing systems designed to achieve
compliance with applicable laws, regulations, grants, and contracts applicable to activities and its federal
and state award programs;
11. For identifying and providing report copies of previous audits, attestation engagements, or other studies
that directly relate to the objectives of the audit, including whether related recommendations have been
implemented;
12. For taking prompt action when instances of noncompliance are identified;
13. For addressing the findings and recommendations of auditors, for establishing and maintaining a process
to track the status of such findings and recommendations and taking corrective action on reported audit
findings from prior periods and preparing a summary schedule of prior audit findings;
To the Honorable Mayor,Members of
City Council and the City Manager
April 23,2019
Page 5
14. For following up and taking corrective action on current year audit findings and preparing a corrective
action plan for such findings;
15. For submitting the reporting package and data collection form to the appropriate parties;
16. For making the auditor aware of any significant vendor/contractor relationships where the
vendor/contractor is responsible for program compliance;
17. To provide us with:
a. Access to all information of which management is aware that is relevant to the preparation and fair
presentation of the financial statements, and relevant to federal and state award programs, such as
records,documentation,and other matters;
b. Additional information that we may request from management for the purpose of the audit;and
c. Unrestricted access to persons within the City from whom we determine it necessary to obtain audit
evidence.
18. For adjusting the financial statements to correct material misstatements and confirming to us in the
management representation letter that the effects of any uncorrected misstatements aggregated by us during
the current engagement and pertaining to the current year period(s) under audit are immaterial, both
individually and in the aggregate,to the financial statements as a whole;
19. For acceptance of nonattest services,including identifying the proper party to oversee nonattest work;
20. For maintaining adequate records, selecting and applying accounting principles, and safeguarding assets;
and
21. For informing us of any known or suspected fraud affecting the entity involving management, employees
with significant role in internal control and others where fraud could have a material effect on compliance;
22. For the accuracy and completeness of all information provided;
23. For taking reasonable measures to safeguard protected personally identifiable and other sensitive
information;and
24. For confirming your understanding of your responsibilities as defined in this letter to us in your
management representation letter.
With regard to the supplementary information referred to above, you acknowledge and understand your
responsibility (a) for the preparation of the supplementary information in accordance with the applicable criteria,
(b)to provide us with the appropriate written representations regarding supplementary information, (c)to include
our report on the supplementary information in any document that contains the supplementary information and that
indicates that we have reported on such supplementary information, and (d) to present the supplementary
information with the audited financial statements, or if the supplementary information will not be presented with
the audited financial statements,to make the audited fmancial statements readily available to the intended users of
the supplementary information no later than the date of issuance by you of the supplementary information and our
report thereon.
With respect to any nonattest services we perform,City management is responsible for(a)making all management
decisions and performing all management functions; (b) assigning a competent individual to oversee the services;
(c)evaluating the adequacy of the services performed;(d)evaluating and accepting responsibility for the results of
the services performed; and (e) establishing and maintaining internal controls, including monitoring ongoing
activities. Nonattest services could include assistance with the preparation of financial statements including the
government-wide journal entries and note disclosures, assistance with the preparation of the schedule of
expenditures of federal and state awards and related notes,and assistance with the preparation of the data collection
form and submission to the federal audit clearinghouse.
As part of our audit process, we will request from management and, when appropriate, those charged with
governance,written confirmation concerning representations made to us in connection with the audit.
To the Honorable Mayor,Members of
City Council and the City Manager
April 23,2019
Page 6
We understand that your employees will prepare all confirmations we request and will locate any documents or
invoices selected by us for testing.
If you intend to publish or otherwise reproduce the financial statements and make reference to our firm,you agree
to provide us with printers'proofs or masters for our review and approval before printing.You also agree to provide
us with a copy of the final reproduced material for our approval before it is distributed.
Fees and Timing
The timing of our audit will be scheduled for performance and completion as follows:
Document internal control and preliminary tests June/July 2019
Perform year-end audit procedures November/December 2019
Issue audit reports March 2020
Guadalupe R. Garcia, CPA is the engagement partner for the audit services specified in this letter. His
responsibilities include supervising Whitley Penn,LLP's services performed as part of this engagement and signing
or authorizing another qualified firm representative to sign the audit report.
Our fee for the audit services will be based on the amount of time required and the difficulty of the work involved
which will not exceed those fees set out in the following schedule:
Financial statement audit fee $65,500
Base single audit fee $5,500
Fee for each major program $4,300
The fee estimate for the audit is based on anticipated cooperation from the City's personnel and the assumption that
unexpected circumstances will not be encountered during the audit. If significant additional time is necessary,we
will keep you informed of any problems we encounter and our fees will be adjusted accordingly.
Our invoices for these fees will be rendered each month as work progresses and are payable on presentation and
payment is due in Tarrant County. You agree to pay reasonable attorney fees and collection costs incurred relating
to collection of fees for services performed under the terms of this engagement. In accordance with Whitley Penn,
LLP policy,work may be suspended if your account becomes 30 days or more past due and will not resume until
your account is paid in full.In addition,invoices not paid in full by the last day of the month will be assessed interest
at a rate of one percent per month. If we elect to terminate our services for nonpayment, our engagement will be
deemed to have been complete even if we have not issued our report. You will be obligated to compensate us for
all time expended and to reimburse us for all out-of-pocket expenditures through the date of termination.Our final
auditors' report will be released upon final payment of any outstanding invoices.
You may request that we perform additional services not addressed in this engagement letter. If this occurs, we
will communicate with you concerning the scope of the additional services and the estimated fees. We also may
issue a separate engagement letter covering the additional services. In the absence of any other written
communication from us documenting such additional services, our services will continue to be governed by the
terms of this engagement letter.
To the Honorable Mayor,Members of
City Council and the City Manager
April 23,2019
Page 7
We would like to make the following comments regarding the fee estimates:
1) Our fee estimates have not considered the effects of any changes to auditing standards and accounting
principles,which may be promulgated by the AICPA,Congress,or any other regulatory body in the future
and are unknown to us at this time. If significant additional time is necessary resulting in increased fees,
we will endeavor to notify you of any such circumstances as they are assessed.
2) The City's personnel are responsible for the preparation of all items requested in the Prepared by Client
("PBC") listing and received by the date requested. Any delays caused by not preparing the items when
requested may result in additional fees, as well as the possibility of postponing our fieldwork. The PBC
listing will be provided to you during the planning process of the engagement.
3) Time incurred for audit adjustments identified during our audit and the related additional testing required
has not been considered in our fee estimates. Prior to performing any additional testing,we will notify you
of the exceptions and obtain approval for any additional fees which may be incurred.
4) Our fee estimates are based on all general ledger sub ledgers being reconciled to the general ledger balance
and any adjustment necessary should be recorded to the general ledger prior to our fieldwork start date.
The ethics of our profession prohibit the rendering of professional services where the fee for such services is
contingent,or has the appearance of being contingent,upon the results of such services.Accordingly,it is important
that our bills be paid promptly when received. If a situation arises in which it may appear that our independence
would be questioned because of significant unpaid bills,we may be prohibited from issuing our auditors' report.
In the unlikely event that differences concerning our services or fees should arise that are not resolved by mutual
agreement,to facilitate judicial resolution and save time and expense of both parties, the City and Whitley Penn,
LLP agree not to demand a trial by jury in any action, proceeding or counterclaim arising out of or relating to our
services and fees for this engagement. Any controversy,dispute,or questions arising out of or in connection with
this agreement or our engagement shall be determined by arbitration conducted in accordance with the rules of the
American Arbitration Association, and any decision rendered by the American Arbitration Association shall be
binding on both parties to this agreement. The costs of any arbitration shall be borne equally by the parties. Any
and all claims in arbitration relating to or arising out of this contract/agreement shall be governed by the laws of the
State of Texas and to the extent any issue regarding the arbitration is submitted to a court,including the appointment
of arbitrators or confirmation of an award,the District courts in Tarrant County shall have exclusive jurisdiction.
Any action arising out of this agreement or the services provided shall be initiated within two years of the service
provided.
This letter replaces and supersedes any previous proposals, correspondence and understanding,whether written or
oral. The agreements contained in this engagement letter shall survive the completion or termination of this
engagement.
To ensure that Whitley Penn,LLP's independence is not impaired under the AICPA Code of Professional Conduct,
you agree to inform the engagement partner before entering into any substantive employment discussions with any
of our personnel.
To the Honorable Mayor,Members of
City Council and the City Manager
April 23,2019
Page 8
Other Matters
During the course of the engagement,we may communicate with you or your personnel via fax or e-mail,and you
should be aware that communication in those mediums contains a risk of misdirected or intercepted
communications.
The audit documentation for this engagement is the property of Whitley Penn, LLP and constitutes confidential
information. However, we may be requested to make certain audit documentation available to your pass-through
regulatory entity,federal and state agencies, and the U.S. Government Accountability Office pursuant to authority
given to it by law or regulation, or to peer reviewers. If requested, access to such audit documentation will be
provided under the supervision Whitley Penn,LLP's personnel.Furthermore,upon request,we may provide copies
of selected audit documentation to these agencies and regulators.The regulators and agencies may intend,or decide,
to distribute the copies of information contained therein to others,including other governmental agencies.We agree
to retain our audit documentation or work papers for a period of at least five years from the date of our report.
Further,we will be available during the year to consult with you on fmancial management and accounting matters
of a routine nature.
During the course of the audit, we may observe opportunities for economy in, or improved controls over, your
operations. We will bring such matters to the attention of the appropriate level of management, either orally or in
writing.
You agree to inform us of facts that may affect the financial statements of which you may become aware during the
period from the date of the auditor's report to the date the financial statements are issued.
At the conclusion of our audit engagement, we will communicate to the Honorable Mayor and Members of City
Council the following significant findings from the audit:
• Our view about the qualitative aspects of the City's significant accounting practices;
• Significant difficulties, if any,encountered during the audit;
• Uncorrected misstatements,other than those we believe are trivial, if any;
• Disagreements with management, if any;
• Other findings or issues,if any,arising from the audit that are,in our professional judgment,significant and
relevant to those charged with governance regarding their oversight of the financial reporting process;
• Material,corrected misstatements that were brought to the attention of management as a result of our audit
procedures;
• Representations we requested from management;
• Management's consultations with other accountants,if any;and
• Significant issues,if any,arising from the audit that were discussed,or the subject of correspondence,with
management.
In accordance with the requirements of Government Auditing Standards, we have attached a copy of our latest
external peer review report of our firm for your consideration and files.
Please sign and return the attached copy of this letter to indicate your acknowledgment of,and agreement with,the
arrangements for our audit of the financial statements compliance over major federal and state award programs
including our respective responsibilities.
To the Honorable Mayor, Members of
City Council and the City Manager
April 23, 2019
Page 10
CJ'Olsenlhielen & Coe, Ltd.
0.11
Report on the Firm's System of Quality Control
July 19, 2018
To the Partners of Whitley Penn LLP and
the National Peer Review Committee.
We have reviewed the system of quality control for the accounting and auditing practice of Whitley
Penn LLP(the firm)applicable to engagements not subject to PCAOB permanent inspection in effect
for the year ended April 30, 2018. Our peer review was conducted in accordance with the Standards
for Performing and Reporting on Peer Reviews established by the Peer Review Board of the American
Institute of Certified Public Accountants(Standards).
A summary of the nature,objectives,scope,limitations of,and the procedures perfomied in a System
Review as described in the Standards may be found at v.^ntw.aicpa.orgrprsummary. The summary
also includes an explanation of how engagements identified as not performed or reported in
conformity with applicable professional standards, if any, are evaluated by a peer reviewer to
determine a peer review rating.
Firm's Responsibility
The firm is responsible for designing a system of quality control and complying with it to provide the
firm with reasonable assurance of performing and reporting in conformity with applicable professional
standards in all material respects. The firm is also responsible for evaluating actions to promptly
remediate engagements deemed as not performed or reported in conformity with professional
standards,when appropriate, and for remediating weaknesses in its system of quality control, if any.
Peer Reviewer's Responsibility
Our responsibility is to express an opinion on the design of the system of quality control and the firm's
compliance therewith based on our review.
Required Selections and Considerations
Engagements selected for review included engagements performed under Government Auditing
Standards, including compliance audits under the Single Audit Act,audits of employee benefit plans,
audits performed under FDICIA,an audit of a broker-dealer,and examination of service organization
(SOC 1 engagement).
As a part of our peer review, we considered reviews by regulatory entities as communicated by the
firm, if applicable, in determining the nature and extent of our procedures.
Opinion
In our opinion, the system of quality control for the accounting and auditing practice of Whitley Penn
LLP applicable to engagements not subject to PCAOB permanent inspection in effect for the year
ended April 30, 2018, has been suitably designed and complied with to provide the firm with
reasonable assurance of performing and reporting in confomiity with applicable professional
standards in all material respects. Firms can receive a rating of pass,pass with deficiencyt'ies)or fail.
Whitley Penn LLP has received a peer review rating of pass. //
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To the Honorable Mayor,Members of
City Council and the City Manager
April 23,2019
Page 9
We appreciate the opportunity to be your financial statement auditors and look forward to working with you and
your staff.
Respectfully,
yZ L LP
***************************************************************
RESPONSE:
This letter correctly sets forth our understanding.
Acknowledged and agreed on behalf of City of Pearland,Texas by:
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