CRT Engagement Letter

Reference: 2020 Tax and Advisory Services

Dear Client:

Thank you for affording us the opportunity to provide advisory services to you and your Business, as identified in the information fields below (the “Company”). In accordance with standards established by the American Institute of Certified Public Accountants, this letter is to confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the services to be provided (“Engagement Letter”).

Demasco, Sena and Jahelka LLP (“DSJCPA”) will perform the following services and will continue in effect until canceled by either party in writing:

Scope of Services
DSJCPA will provide tax and advisory services in order to assist the Company in deciding which loan program and tax relief program is best for its business and other such matters and/or tasks as identified and mutually agreed upon during the course of this engagement. DSJCPA is not acting as an agent, as defined by the CARES Act.

The Company agrees to engage DSJCPA’s services for a period of time beginning with the execution of this Engagement Letter and extending to, at least, the completion of the Forgiveness Calculation as required by the Paycheck Protection Program guidelines.

The Company agrees to make available to DSJCPA, in a timely manner, the information necessary to complete the services under this Engagement Letter. The Company acknowledges that their failure to do so could adversely affect DSJCPA’s ability to provide services under this Engagement Letter. Furthermore, the Company acknowledges that DSJCPA’s services will be provided based off of the information provided from the Client, which DSJCPA will accept to be timely and accurate.

The Company acknowledges and agrees that DSJCPA will make its best efforts to provide the Company with its complete understanding of the information surrounding the above referenced matter at that time. DSJCPA may provide the Company with different scenarios and present different financial options to the Company based on the information known at the time. Ultimately, the Company agrees that it accepts full responsibility for the financial decisions made on its behalf and will complete any required forms or disclosures on its own.

While providing certain services outlined above, DSJCPA may rely on other professionals including, but not limited to, attorneys, insurance agents, investment advisors, IT consultants, payroll service providers and appraisers. DSJCPA cannot take responsibility for their errors and acts of omission.

DSJCPA’s services as described in this Engagement Letter constitute an Advisory engagement conducted under the AICPA Standards for Consulting Services.

Fees and Billings
DSJCPA is prepared to begin work upon receipt of a signed copy of this Engagement Letter. As discussed, due to the high volume of work required throughout this engagement, DSJCPA estimates the costs to be a minimum of $2,500. As such, DSJCPA is herein requesting that a payment of $1,000 is made, either by credit card or ACH, prior to beginning work on this engagement.

DSJCPA’s fees for these services will be based on hourly rates and any out-of-pocket expenses incurred by DSJCPA in connection with the performance of the services herein. DSJCPA’s professional fees for these services are based upon the level of experience of the professionals providing the services and the amount of time required to complete the engagement.

DSJCPA’s current hourly rates by professional level for these services are:

Partner $ 265
Manager $ 205
Supervisor $185
Senior Accountant $ 155
Accountant $ 135

DSJCPA’s rates are subject to adjustment from time to time and at least annually. DSJCPA will advise you if a rate adjustment is being made no less than 30 days prior to the date on which the rate adjustment is to go into effect.

The time incurred by DSJCPA will depend on the extent and nature of available information, and on information that DSJCPA’s procedures may reveal as work progresses. DSJCPA’s fees and expenses are not contingent upon the final result of this engagement.

All invoices are due and payable upon presentation.  Invoices become delinquent if not paid within 30-days of the invoice date. If invoices are past due in excess of 60-days, DSJCPA will at our option, either suspend our services until your account is brought current, or withdraw from this engagement. The Company acknowledges and agrees that DSJCPA is not required to continue servicing the Company’s account in the event of the Company’s failure to pay on a timely basis for services rendered as required by this engagement letter. The Company further acknowledges and agrees, in the event, DSJCPA suspends our services or withdraw from this engagement as a result of the Company’s failure to pay on a timely basis for services rendered as required by this engagement letter, DSJCPA shall not be liable to you for any damages that occur as a result of such suspension or withdrawal. In the event it is necessary to involve a third party to collect monies owed by the Company to DSJCPA, the Company acknowledges it will be liable to pay any outstanding balances plus any fees incurred by DSJCPA in order to collect these balances, including, but not limited to, legal fees.

Additional Services
DSJCPA’s fees are based upon the competent performance of duties by the Company’s personnel.  Should any unusual circumstances, originating from the Company or the Company’s  personnel, require an excessive amount of time on our part, DSJCPA will consult with the Company regarding any possible additional fees for the time involved.

The Company may request we perform additional services not contemplated by the description of work in the Scope of Services section.  If this occurs, DSJCPA will communicate with the Company regarding the scope and estimated cost of these additional services.  Engagements for additional services may necessitate we amend this engagement letter or issue a separate engagement letter to reflect the obligations of both parties.  In the absence of any other written communications from us documenting such additional services, DSJCPA’s services will be limited to and governed by the terms of this engagement letter.

DSJCPA Firm Staff
In the event that any DSJCPA employee accepts a position with the Company or any of the Company’s affiliates, subsidiaries or related parties, in any capacity (whether it be an employee or independent consultant), at any time while DSJCPA is engaged by the Company or within one year thereafter, the Company agrees to pay DSJCPA a placement fee equal to 100% of the employee’s annual compensation in effect on the date such employment terminated with DSJCPA.  Such fee is payable when the DSCJPA employee accepts such a position.

Record Retention
It is DSJCPA’s policy to keep work papers related to this engagement for seven years. During, or at the completion of this engagement, DSJCPA will return all of the records that the Company provides to DSJCPA to the Company.  If DSJCPA make copies of such records for inclusion in our working papers, such copies become our property and will be provided to the Company at our discretion. When records are returned, it is the Company’s responsibility to retain and protect them for possible future use, including potential examination by any government or regulatory agency.

Request for Records
If DSJCPA is asked to disclose any privileged communication, DSJCPA will not provide such disclosure until the Company have had an opportunity to argue that the communication is privileged unless DSJCPA is required to disclose the communication by law. The Company agrees to pay any and all reasonable expenses incurred by DSJCPA, including legal fees, that are a result of attempts to protect any communication as privileged.

Fraud Detection and Illegal Acts
This engagement cannot be relied upon to disclose errors, fraudulent financial reporting, and misappropriation of assets, or illegal acts that may exist. However, DSJCPA will inform the appropriate level of management of any material errors and of any evidence or information that comes to our attention during the performance of our engagement that possible fraud may have occurred. DSJCPA will also report to the appropriate level of management any evidence or information that comes to our attention regarding possible illegal acts that may have occurred, unless they are clearly inconsequential.

Governing Law and Forum Clause
This Engagement Letter shall be construed and interpreted in accordance within the laws of the State of New York.  Any claim, action or suit to be commenced by either party to this engagement shall be commenced in a court of competent jurisdiction located within the State of New York, County of Nassau.

Limitation of Liability
DSJCPA makes no warranty, either express or implied, as to our findings, recommendations, work papers, reports or professional advice other than to covenant that we shall endeavor to perform our services in accordance with generally accepted accounting principles (GAAP) in effect at the time of our performance.

We appreciate the opportunity to serve you and trust that our association will continue to be a long and pleasant one.  If the foregoing is acceptable to the Company, please sign and return the enclosed copy of this letter.  Should you have any questions, please feel free to contact us.

Very truly yours,
Demasco, Sena & Jahelka LLP


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