Dear Client:

Bement & Company (“firm,” “we,” “us,” or “our”) is pleased to provide you with the professional services described below. This letter, and any other attachments incorporated herein (collectively, “Agreement”), confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the services we will provide. The engagement between you and our firm will be governed by the terms of this Agreement.

Engagement Objective and Scope

Our advice is dependent upon the timeliness, accuracy, and completeness of the information and representations that we receive from you, as well as your stated intended use of the advice. Therefore, providing us with inaccurate or incomplete information or representations may result in inaccurate findings or inappropriate recommendations, and critical recommendations may not be identified. If information changes during the course of the engagement, you must provide us with updated information and representations on a timely basis, as the change in information may affect our advice. We will not audit or otherwise verify the data you submit to us, although we may ask you to clarify certain information.

Our engagement does not include any procedures designed to detect errors, fraud, or theft. Therefore, our engagement cannot be relied upon to disclose such matters. In addition, we are not responsible for identifying or communicating deficiencies in your internal controls. You are responsible for developing and implementing internal controls applicable to your operations.

This engagement is limited to the professional services outlined above.

Deliverables

The deliverable(s) presented as part of this engagement is for internal use only and are not to be distributed externally to third parties, in whole or in part, or used for any other purpose, without the express written permission of the firm. You agree to indemnify and hold us harmless with respect to any and all claims arising from the use of these tax consulting services by unauthorized third parties regardless of the nature of the claim, including negligence of any party.

Our advice is based upon tax reference materials, facts, assumptions, and representations that are subject to change. Tax reference materials include, but are not limited to the Internal Revenue Code (“IRC”), regulations, Revenue Rulings, Revenue Procedures, Private Letter Rulings, court decisions, and similar state and local guidance. We will not update our advice after the conclusion of the engagement for subsequent legislative or administrative changes or future judicial interpretations. To the extent we provide written advice concerning federal tax matters, we will follow the guidance contained in U.S. Treasury Department Circular 230 (“Circular 230”), §10.37, Requirements for Written Advice.

We may be available to update our advice as a separate engagement. If you ask us to update our work for changes in the information or representations that you provide to us or tax law changes, and we agree to perform this update, we will confirm this engagement in a separate Agreement.

If for any reason we are unable to complete the engagement, we will not issue the deliverable(s).

CPA Firm Responsibilities

We will perform our services in accordance with the American Institute of Certified Public Accountants (“AICPA”) Statements on Standards for Tax Services and Statement on Standards for Consulting Services. These services are not considered personal financial planning services because we do not consider ourselves to be personal financial planners. As such, personal financial planning standards do not apply.

It is our duty to perform services with the same standard of care that a reasonable tax return preparer would exercise in this type of engagement. It is your responsibility to safeguard your assets and maintain accurate records pertaining to transactions. We will not hold your property in trust for you, or otherwise, accept fiduciary duties in the performance of the engagement.

Arguable positions

We will use our judgment to resolve questions in your favor where tax law is unclear, provided that we have a reasonable belief that there is substantial authority for doing so. If there are conflicting interpretations of the law, we will explain the possible positions that may be taken on your return. We will follow the position you request, provided it is consistent with our understanding of tax reference materials. If the IRS, state, or local tax authorities later contest the position you select, additional tax, penalties, and interest may be assessed. We assume no liability, and you hereby release us from any liability, including but not limited to, additional tax, penalties, interest, and related professional fees.

Client Responsibilities

You agree to provide us with complete copies of previously filed tax returns, supporting schedules and any other records or information that we may request, either at the inception or during the course of the engagement.

Ultimate responsibility

You have final responsibility for the accuracy of your tax consulting services. We will provide you with a copy of the deliverable(s) (if applicable) for review prior to finalization. You agree to review and examine deliverables carefully for accuracy and completeness. You are solely responsible for the implementation of any strategies discussed in the deliverable(s).

Timing of the Engagement

Our engagement shall commence upon receipt of this executed Agreement. Our services will conclude after one of the following events has occurred:

• You provide us a notification to terminate the engagement
• We provide you notification that we will no longer be providing consulting services

Penalties and Interest Charges

Federal, state, and local tax authorities impose various penalties and interest charges for non-compliance with tax laws and regulations, including failure to file or late filing of returns, and underpayment of taxes. You, as the taxpayer, remain responsible for the payment of all tax, penalties, and interest charges imposed by tax authorities.

Professional Fees 

The fee is $75,000 to begin these services.  Nonrefundable after the first call.

In addition, this fee depends upon the timely delivery, availability, quality, and completeness of the information you provide to us. You agree that you will deliver records as requested and respond to inquiries made by our staff to complete this engagement on a timely basis. You agree to pay all fees and expenses incurred whether or not we finalize our advice.

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We appreciate the opportunity to be of service to you. By paying the $35,000 fee you are agreeing to this service agreement.

Very truly yours,

Bement & Company