Tax Preparation. Planning. Accounting. Consulting. IRS Representation

Because the right strategy makes all the difference! p: 971.300.0600 f: 503.344.6575

www.TheTaxStrategistNW.com

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Partnership and Multi-Member LLC Engagement Agreement for 2019 Tax Returns This document outlines the following terms of our engagement

1. Engagement Objective and Scope

2. Our Responsibilities

a. TTSNW Privacy Policy

b. Consent to Disclose

c. Consent to Opt-In

d. Accounting Assistance

e. Estimated Payments

f. Tax Planning

g. Government Inquiries

h. Third Party Verification Requests

i. Tax Advice

j. Arguable Position

3. Your Responsibilities

a. Documentation

b. Personal Expenses

c. State and Local Filing Obligations

d. US filing Obligations related to foreign financial assets

e. Foreign Filing Obligations

f. Ultimate Responsibility

4. Beginning and End of this Engagement

a. Tax Return Delivery

b. Correspondence

c. Penalties and Interest Charges

5. Extensions

6. Professional Fees

a. Payment Responsibility

b. Non-honored Payments

c. Right to Collect Unpaid Fees

d. Right to Attorney Fees

7. Affirmation

8. Consent to Disclose Addendum

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Partnership and Multi-Member LLC Engagement Agreement for 2019 Tax Returns

Thank you for choosing to assist you with the Partnership or Multi-Partner LLC tax return.

This agreement confirms the terms of our engagement with the Partnership and outlines the nature and extent of the services we will provide. It also outlines both our responsibilities and the Partnership’s. By signing this engagement agreement, the Partnership agrees to all the provisions.

1. Engagement Objective and Scope We will prepare the following federal and state tax returns for the year ending 2019.

Due to recent events in the industry and increased liability for all practitioners we MUST have a COMPLETED

intake package and a non-refundable retainer of $550 before we begin any work on preparing your tax

return.

Find the comprehensive Intake package by clicking the Clients Only tab on the website and then

hovering over either New Clients or Returning Clients and click on Partnerships on the right-hand drop-

down menu. Or you can go directly to the New Clients/New Partnerships page at

https://thetaxstrategistnw.com/index.php/clients-only/new-clients/partnerships/ or the Returning Client

page at https://thetaxstrategistnw.com/index.php/clients-only/returning-clients/partnerships/.

Follow the instructions on the page.

IMPORTANT: You MUST download the PDF-F documents from the website, save them to your

computer, re-open them. The Partnership Representative must fill them out, sign them, and then

upload them through the Client Portal or by fax to 503.344-6575. Otherwise your docs will turn out

blank.

Also: We CANNOT process any tax return without a photocopy of The Partnership Representative’s

personal ID (Driver’s License.) The software is programmed not to process without it.

Because of ongoing changes in tax law and more stringent requirements, tax returns are taking

longer to prepare and thus our turnaround time may be longer.

Thank you for understanding!

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Each year requires a separate Engagement Agreement for each return.

• Form 1065, OR 65, 2019 TM & 2019 SP if applicable and all applicable forms, schedules and worksheets

• State and/or local tax forms including plus all applicable forms, schedules and worksheets

• Certain entities may be required to electronically file FinCEN Form114, Report of Foreign Bank and Financial Accounts (FBAR) with the U.S. Department of the Treasury. Failure to comply with the filing requirements may result in significant civil and criminal penalties.

• Unless otherwise specifically agreed in writing, [we/I] will not prepare, file, or provide assistance with this form. If the Partnership or Multi-Member LLC would like to add FinCEN Form 114 (or any other forms or services) to this engagement, please email Michaela@thetaxstrategistnw.com.

We will not prepare any tax returns except those specified above, without written request, and our

written consent to do so.

• Other tax returns such as Individual Income, S-Corp, C-Corp or Trust returns, each require a

separate Engagement Agreement.

• We will prepare the tax returns based upon information and representations provided to us.

• We have not been engaged to and will not prepare financial statements.

• We will not audit or otherwise verify the data submitted to us, although we may ask for

clarification of certain information.

We will prepare the above-referenced tax returns solely for filing with the Internal Revenue

Service (“IRS”) and state and local tax authorities as identified above.

• Our work is not intended to benefit or influence any third party, either to obtain

credit or for any other purpose.

• The Partnership or Multi-Member LLC and its partners/members agree to indemnify and hold us harmless with respect to any and all claims arising from the use of the tax returns for any purpose other than filing with the IRS and state and local tax authorities regardless of the nature of the claim, including the negligence of any party.

• Accordingly, our engagement should not be relied upon to disclose errors, fraud, or other illegal acts, though it may be necessary to clarify some of the information submitted. We will, of course, inform the Partnership and its partners of any material errors, fraud, or other illegal acts we do discover.

This engagement is limited to the professional services outlined above.

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2. Our Responsibilities Unless otherwise noted, we will perform our services in accordance with the U.S. Treasury Department Circular 230 (“Circular 230”).

• It is our duty to perform services with the same standard of care that a reasonable income tax practitioner would exercise in this type of engagement.

• It is the responsibility of the Partnership and its partners to safeguard its assets and maintain

accurate records pertaining to transactions. We will not hold property in trust for the entity

or its members, or otherwise accept fiduciary duties in the performance of the engagement.

a. The Tax Strategist NW Privacy Policy We do not disclose any non-public personal information about our clients or former clients to anyone, except when required by law or when we are instructed or permitted to do so.

• We maintain rigorous physical, electronic, and procedural safeguards to guard non-public personal information. In signing this Agreement, you give TTSNW your permission to include your contact info in our CRM software as well as in your QuickBooks file if we are doing your bookkeeping and for the purpose of invoiceing.

• Any member/partner of the Partnership or Multi-Member LLC is entitled to a copy of this return.

• In an effort to better serve our clients, we will be reviewing each tax return for the

purposes of offering better planning strategies throughout the year. Our goal is to

improve long-term tax strategy as well as maximize tax saving opportunities.

b. Consent to disclose confidential information

Both the IRS and The State of Oregon, and many other States require a client’s written content

to disclose confidential information in response to a court order, in response to an inquiry by

the Tax Review Board, or as required by any federal or state regulations, or to a collection

agent or a small claims court for the purpose of recovering outstanding fees, any applicable

interest and third-party fees. By signing this Engagement Agreement, the Partnership

Representative gives the Partnership’s consent to this disclosure.

c. Consent to Opt into TTSNW Email List

We request that the Partnership Representative opt in to The Tax Strategist NW email list so

that we can communicate quickly and easily by email as needed. The email list is part of our

client database and enables us to make sure we have the most current information on hand.

By signing this Engagement Agreement, the Partnership gives consent to this request.

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d. Accounting Assistance We may deem it necessary to perform accounting solely for the purpose of preparing the tax returns.

• Tax preparation fees do NOT include any additional accounting required to complete the return. Accounting fees are billed separately. Additional charges of $95.00/$150 per hour will apply for such services only as needed to prepare the tax returns.

• Our work will not include procedures to find defalcations (misappropriation of funds by a

person trusted with its charge) or other irregularities.

e. Estimated Tax Payments

The Partnership may be required to make quarterly estimated tax payments. We will calculate these payments for the 2019 tax year based upon the information provided to us to prepare the 2019 tax returns and have no obligation to update recommended payments after the engagement is completed.

f. Tax Planning Services

Our engagement does NOT include tax planning services.

• 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 Circular 230, §10.37, Requirements for Written Advice.

• During the course of preparing the tax returns identified above, we may bring to attention

potential tax savings strategies to consider as a possible means of reducing taxes in

subsequent tax years.

• However, we have NO responsibility to do so, and will take NO action with respect to such

recommendations, as the responsibility for implementation remains with the Partnership.

• If we are asked to provide tax planning services, we will confirm this representation in a

separate engagement letter.

g. Government Inquiries

This engagement does NOT include responding to inquiries by any governmental agency or tax

authority.

• If the tax return is selected for examination or audit, the entity may request our assistance in

responding to such an inquiry.

• If we are asked to represent the Partnership, we will confirm this representation in a

separate engagement agreement.

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• Reviewing communications received from the IRS or the State are NOT covered in our

engagement and is billed at an hourly rate. We are happy to handle any issue that arises and

be there throughout the whole process.

• If the communication is a result of a mistake on our part, there are no fees associated with

any time requiring a response.

• Although we may recommend an installment agreement (payment arrangements), or other

remedies to resolve an outstanding tax liability assisting in or coordinating arrangements or

other payment agreements for outstanding tax liabilities is not covered in the scope of this

engagement agreement will be billed separately.

h. Third-party Verification Requests

We will not respond to any requests from banks, mortgage brokers or others for verification of any

information reported on these tax returns without a specific separate consent to disclose.

i. Tax Advice

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”), tax regulations, Revenue Rulings, Revenue Procedures, Private Letter Rulings and court decisions. • 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 Circular 230, §10.37, Requirements for Written Advice.

j. Arguable Positions

We will use our judgment to resolve questions in the entity’s favor where a tax law is unclear, provided there is substantial support for doing so.

• If there are conflicting interpretations of the law, we will explain the possible positions that may be taken on the return.

• We will follow the position requested by the Partnership and its partners, provided it is

consistent with our understanding of the Internal Revenue Code (“IRC”), tax regulations,

Revenue Rulings, Revenue Procedures, Private Letter Rulings and court cases.

• If the IRS, state or local tax authorities later contest the position taken, additional tax,

penalties, and interest may be assessed.

• We assume no liability, and the Partnersjip and its partners or members hereby release

us from any liability for such additional tax, penalties, interest, and related professional

fees.

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3. The Partnership or Multi-Member LLC’s Responsibilities We rely on the accuracy and completeness of the information provided to us by the Partnership.

Documentation

We will depend solely on the Partnership Representative to provide the information we need to

prepare complete and accurate returns. Tax returns are prepared without audit or verification.

The Partnership is responsible for maintaining adequate documentation to substantiate the

accuracy and completeness of the tax returns.

• We do NOT accept original documentation. Please submit copies only. If submitting originals, the Partnership agrees to hold us harmless should they be lost or destroyed.

• We may ask for clarification regarding some items but will not audit or otherwise verify the data submitted.

• The Partnership should retain all documents that provide evidence and support for reported income, credits, and deductions on the returns, as required under applicable tax laws and regulations.

• The Partnership is responsible for the adequacy of all information provided in such documents. The Partnership represents that it has such documentation and can produce it, if necessary, to respond to any audit or inquiry by tax authorities.

• The Partnership agrees to hold our firm harmless with respect to any additional tax, penalties, interest and professional fees resulting from the disallowance of tax deductions due to inadequate documentation.

The Partnership is also attesting that it has proof of all information submitted, including but not

limited to:

• Mileage logs and receipts where required

• Proof of health insurance coverage

These items may be necessary to prove the accuracy and completeness of the information on the tax return to the appropriate taxing authorities.

b. Personal Expenses

We rely on the Partnership for ensuring that personal expenses, if any, are segregated from business

expenses and that expenses such as meals, travel, entertainment, vehicle use, gifts, and related

expenses are supported by necessary records required by the IRS and other tax authorities.

c. State and Local Filing Obligations

The Partnership is responsible for determining the tax filing obligations with any state or local tax

authorities, including, but not limited to income, franchise, sales, use, property or unclaimed property

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taxes.

• The Partnership agrees that we have no responsibility to research these obligations or to

inform the entity about them. If upon review of the information provided to us, including

information that comes to our attention, we believe that there may be additional filing

obligations, we will notify the Partnership Representative of this responsibility.

• If asked to prepare these returns, we will confirm this representation in a separate

engagement agreement.

d. U.S. Filing Obligations Related to Foreign Financial Assets As part of the Partnership’s filing obligations, it is required to report the maximum value of specified foreign financial assets, which include financial accounts with foreign institutions and certain other foreign non-account investment assets that exceed certain thresholds.

• The Partnership is responsible for informing us of all foreign assets, so we may properly

advise them regarding filing obligations.

• These assets include any ownership interests directly or indirectly held in businesses located

in a foreign country, and any assets or financial accounts located in a foreign country over

which the entity and its members have signature authority.

• We will use the information provided to calculate any applicable foreign tax credits.

• We will also use this data to inform the entity and its members of any additional filing

requirements, which may include Form 8938, Statement of Specified Foreign Assets, and

FinCEN Form 114, Report of Foreign Bank and Financial Accounts (“FBAR”).

• Failure to file required forms can result in the imposition of both civil and criminal penalties,

which may be significant.

• The FBAR is not a tax return and its preparation is NOT within the scope of this engagement.

If we are asked to prepare the FBAR, we will confirm this representation in a separate

engagement agreement.

e. Foreign Filing Obligations The Partnership is responsible for complying with the tax filing requirements of any other country. The Partnership acknowledges and agrees that we have no responsibility to raise these issues with them and that foreign filing obligations are not within the scope of this engagement.

f. Ultimate responsibility

• We will provide the Partnership with an electronic copy of the tax returns and accompanying

schedules and statements for review prior to filing with the IRS and state and local tax

authorities (as applicable).

• The Partnership agrees to review and examine them carefully for accuracy and

The Partnership has final responsibility for the Partnership tax returns.

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completeness.

• The Partnership Representative will be required to verify and sign a completed Form 8879,

IRS e-file Signature Authorization, and any similar state and local equivalent authorization

form before the returns can be filed electronically.

• The law imposes penalties when a Partnership underestimate tax liability. Please call us if

there are concerns about such penalties.

• Should we encounter instances of unclear tax law, or of potential conflicts in the

interpretation of the law, we will outline the reasonable courses of action and the risks and

consequences of each.

4. Beginning and End of this Engagement Our engagement to prepare the Partnership tax return begins when we receive this Partnership Engagement Agreement and all documents requested by our office, plus payment of a non-refundable retainer. The filing due dates for Partnership tax returns is March 15, 2020 for both federal and for state.

Our engagement concludes with the delivery of the completed returns to The Partnership

Representative for signing the tax return.

If the returns are electronically filed, our services will conclude upon the earlier of:

• the filing and acceptance of the 2019 tax returns by the appropriate tax authorities.

• the mailing or delivery of non-electronically filed tax returns for review and certified mailing to the appropriate tax authorities.

• written notification by either party that the engagement is terminated.

a. Tax Return Delivery

• It is the Partnership Representative’s responsibility to TIMELY return the signed e-file authorization form (8879) to us as we CANNOT file the return without it.

• In the event that the Partnership does not wish to have the tax returns filed electronically,

please contact our office. Additional procedures will apply. The Partnership Representative

will be responsible for reviewing the paper returns for accuracy, signing them, and mailing

them certified timely with the tax authorities.

• In the event information is requested by partners of the Partnership, that information will be

furnished without obtaining the consent of the other partners, including the Partnership

Representative .

Due to the high volume of tax returns prepared by our firm, the information needed to complete the Partnership tax returns MUST be received no later than February 14 so that

the returns may be completed by the filing due dates

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If the Partnership is, for any reason, unable to e-file the return(s) with our office, the Partnership Representative will be solely responsible to file (by sertified mail) the returns with the appropriate taxing authorities. We will provide an affidavit of receipt to be signed upon receipt of the tax return.

Because of the increased complication of tax returns and the time it can take, ANY submission of tax

documents or drop-offs made after February 14 will be automatically put on extension. We will make

every effort to complete the return prior to March 15 but CANNOT guarantee that this will happen.

If the The Partnership has an urgent need for the tax return to be processed or if the return is submitted after the above-mentioned date and it NEEDS to be filed on-time, there is a minimum RUSH FEE of $150.

b. Correspondence

Should the the Partnership receive any letters from the IRS or THE STATE OF OREGON, contact us

IMMEDIATELY!!

c. Penalties and Interest Charges

Federal, state, and local tax authorities may impose various penalties and interest charges for non-

compliance with tax laws and regulations, including failure to file or late filing of returns, and under

payment of taxes.

The Partnership, as the taxpayer, remains responsible for the payment of all tax, penalties, and

interest charges imposed by tax authorities.

• We rely on the accuracy and completeness of the information provided to us in connection

with the preparation of the Partnership’s tax returns.

• Failure to disclose or inadequate disclosure of income or tax positions may result

in the imposition of penalties and interest charges.

5. Extensions of Time to File Tax Returns We will automatically request an extension of the filing deadline if there are unresolved issues, delays in processing, or if we do not receive all the necessary information from the Partnership by February 14.

Tax returns filed after March 15th with a balance due, will be subject to penalties and interest

by ALL taxing authorities.

Please REVIEW all tax-return documents CAREFULLY BEFORE signing them, as you are responsible for their accuracy.

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There are several real benefits to “going on extension”:

• Since the IRS does not need an explanation when the Partnership applies for an extension, there is no reason to prepare the tax return in a rush if other issues keep the Partnership from filing a 100% accurate tax return. Inaccurate or incomplete documentation could result in a higher tax or even an audit from the IRS!

• We are available to have a Tax Consultation. These are only available after April 15 and

additional charges will apply.

• There is additional time to properly organize deductions for the best legal advantage.

• There is more time to make various decisions and elections on the return.

• If unexpected life events intervene with filing on time, those can be dealt with first and then the tax return.

• Sometimes taking the extra time to file the return may be a strategic decision to help obtain more tax savings.

Cautions regarding going on extension:

• A $150 OR state excise tax is due March 15, plus, if applicable, all taxes owed to the City of Portland and TriMet are due by the original filing due date, March 15.

Extensions permit more time to FILE the tax return; they do NOT allow more TIME TO PAY!

• If the amount of tax liability is still unknown, make sure that 110% of the prior year’s tax liability is paid for this year’s taxes.

• If no return is filed by the extended due date, September 15, the IRS will charge each partner

$200 per month, each month until the tax return is filed .

Signing this Engagement Agreement constitutes written authorization

for us to request an extension on the entity’s behalf.

6. Professional Fees In signing this agreement, the Partnership Representative is attesting that they have read and accept the Pricing information as described below.

• Fees are based upon the complexity of the work to be performed, the number

of forms required, our professional time, as well as out-of-pocket expenses.

• In addition, fees depend upon the timely delivery, availability, quality, and

completeness of the information provided to us. The Partnership agrees that it will

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deliver all records requested and respond to all inquiries made by our staff to

complete this engagement on a timely basis.

• The Partnership agrees to pay all fees and expenses incurred, whether or not we

prepare the tax returns.

• Consultation, tax planning, correspondence, and payment arrangements fees are

separate from Tax Preparation fees.

a. Payment Responsibility

• The deposit is applied to the total cost of the return. It can be paid by cash or

check or electronically.

• Should the Partnership decide, for any reason, to withdrawal its desire for our

services after work has begun, it will be responsible to pay for all work done up to

the point of disengagement.

• Tax returns will not be electronically filed or delivered until payment is made in full,

or if available, alternative arrangements have been made and agreed upon. Nothing in

this section requires us to accept any payment plan.

b. Non-honored Payments

Any payments not honored are subject to a $55 bounce fee. Accounts not paid within 15

days of the date of the invoice are subject to a 1% per month finance charge.

• Accounts not paid within 90 days will be charged applicable collection fees, plus

accrued monthly late fees, plus any attorney and/or court fees.

• The Tax Strategist NW will exercise its right to collect:

o Pursuant to OAR 800-010-0020, the entity and its members acknowledge that

should collection of fees become necessary, relevant confidential information

may be provided to an outside collection entity or small claims court for the

Once we begin preparation, the non-refundable retainer fee of $550 applies. The retainer fee will

be credited to the final fee. The actual fee required to complete the return will represent the

complexity of the return. There are separate retainers and fees for Individual Income, S-Corp and

C-Corp returns. Tax preparation fees do NOT include any additional accounting required to

complete your return. Accounting fees are billed separately.

The non-refundable retainer of $550 for the Partnership’s tax return is due when the

Partnership sends us the completed and signed 2019 Partnership or Multi-Partner LLC

Engagement Agreement (this document you are reading.)

Invoices for all services are due and payable upon receipt of the service.

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purpose of recovering outstanding fees, any applicable interest and third-

party fees.

c. Right to Collect Unpaid Fees

The Tax Strategist NW protects its right to collect all fees owed to us. We will take the case to a

collection agent, attorney or a small claims court for the purpose of recovering outstanding

fees, as well as any applicable interest and third-party fees. By signing this Engagement

Agreement, the Partnership gives consent to our disclosing the necessary, but limited,

confidential information for this purpose.

d. Right to Attorneys' Fees

In the event of any dispute or controversy arising under this Agreement, the prevailing party

in any litigation or arbitration shall be entitled to recover from the other party the costs and

expenses, including attorney's fees, incurred by the prevailing party related solely to the

dispute or controversy.

We truly value the opportunity to be of service. Please date and execute the enclosed copy of this

Agreement and return it to us to acknowledge your acceptance.

We appreciate your confidence in us. Please call 971.300.0600 or email Michaela@thetaxstrategistnw.com if there are questions.

Marisa and The Tax Strategist NW Team

7. Affirmation

To affirm that this agreement correctly summarizes your understanding of the arrangements

for this work, please sign the enclosed copy of this agreement in the space indicated and

return it to us through the Client Portal on The Tax Strategist NW website or in person at our

office.

Date:

Accepted By:

Name of Partnership or Multi-Member LLC

Partnership Representative (print) Partnership Representative (sign)

We will not initiate services until we receive the executed Agreement and retainer.

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8. Consent to Disclosure of Tax Return Information

Consent to Disclosure of Tax Return Information

The Tax Strategist NW ("we," "us" and "our")

Federal law requires this consent form be provided to you. Unless authorized by law, we cannot disclose your tax return information to third parties for purposes other than those related to the preparation and filing of your tax return without your consent. If you consent to the disclosure of your tax return information, Federal law may not protect your tax return information from further use or distribution.

You are not required to complete this form. Because our ability to disclose your tax return information to another tax return preparer affects the tax return preparation service(s) that we provide to you and its (their) cost, we may decline to provide you with tax return preparation services or change the terms (including the cost) of the tax return preparation services that we provide to you if you do not sign this form. If you agree to the disclosure of your tax return information, your consent is valid for the amount of time that you specify. If you do not specify the duration of your consent, your consent is valid for one year from the date of signature.

In order to process your return we must disclose all of your current tax return information to that we partner with in order to Mary Spinnler, LLC provide certain services.

If you will allow us to disclose your current tax return information to Mary Spinnler, LLC for this purpose, sign and date your consent to the disclosure of your tax return information.

By signing below, you (including each of you if there is more than one taxpayer) authorize us to disclose to Mary Spinnler, LLC all of your current tax return information. If you are not willing to authorize us to share your tax information with the other firms, you can still choose to have your tax return prepared and filed by us for a fee.

Printed Name of Taxpayer:

Taxpayer Signature: Date:

Printed Name of Joint Taxpayer:

Joint Taxpayer Signature: Date:

If you believe your tax return information has been disclosed or used improperly in a manner unauthorized by law or without your permission, you may contact the Treasury Inspector General for Tax Administration (TIGTA) by telephone at 1-800-366-4484, or by email at complaints@tigta.treas.gov.