Tax Preparation Agreement

This tax preparation agreement (the “Agreement”) between Range Tax, LLC (“Range,” “we,” “us”) and you (“you,” or “your,” or similar terms) governs our provision of tax preparation services to you. The start date for our engagement is the date you sign the agreement below. The engagement is terminated upon our delivery of the tax returns to you.

1. Scope of Engagement. We will prepare the following personal income tax returns (collectively, the "returns"): Form 1040, U.S. Individual Income Tax Return; resident state income tax return (if applicable), and local income tax return (if applicable). You are responsible for notifying us if it is necessary to prepare any state and local income returns for jurisdictions other than those in which you currently reside as of the date of this Agreement by reason of having deemed yourself a resident and/or having taxable activity in such jurisdictions for the tax year ended December 31, 2023. Except as set forth herein, we are responsible for preparing one return with each of the foregoing jurisdictions for the tax year ended December 31, 2023. You may request the preparation or amendment of returns for any other tax years that may be due to any taxing authority, which we may agree to prepare under this Agreement in our sole discretion. 

If any return we are to prepare in connection with this engagement is a joint return, and because both parties to a joint return will sign such return, then each party to such joint return is our client. You each acknowledge that there is no expectation of privacy from the other concerning our services in connection with this Agreement, and we are at liberty to share with either of you, without the prior consent of the other, any and all documents and other information concerning preparation of your return. You also acknowledge that unless we are notified otherwise in advance and in writing, we may construe an instruction from either of you to be an instruction on your joint behalf.

We will prepare the returns solely for filing with the Internal Revenue Service (the “IRS”) and applicable state and local taxing authorities. The returns are not intended to benefit or influence any third party, either to obtain debt or equity financing or for any other purpose other than the purpose intended by the taxing authorities. As a result, you agree to indemnify and hold us, including, without limitation, any of our partners, principals, shareholders, officers, directors, members, employees, agents or assigns, 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.

2. Your Responsibilities. You are responsible for determining your state or local tax filing obligations with all state and local tax authorities. You agree that it is your sole responsibility to research and conform to all filing obligations. If you have income tax filing requirements in a given state or local jurisdiction but do not file that return, there could be possible adverse ramifications, such as an unlimited statute of limitations, interest charges, penalties, etc. State and local income tax filing requirements are changing rapidly. You may have a filing requirement in a state or local jurisdiction for which you did not file in prior years because the jurisdiction’s filing requirements have changed. If it comes to our attention that you may have an obligation to file additional tax returns which we have not been retained to prepare, we will notify you and ask you to contact us. If you ask us to prepare additional returns, additional fees will be charged to reflect this service.

We will prepare the returns from information that you will furnish to us. It is your responsibility to provide all the information required for the preparation of complete and accurate returns. If requested by you, we will furnish you with a detailed client organizer and/or worksheets to guide you in gathering the necessary information.

The timeliness of your cooperation is essential to our ability to complete our Services under this Agreement. Specifically, we must receive sufficient information from which to prepare your returns within a reasonable period of time prior to the applicable filing deadline (generally, April 15^th, 2024, unless we have agreed to prepare your returns in advance of a tax extension filed by you). Accordingly, if we do not receive this information from you within 30 calendar days of the applicable filing deadline, it may be necessary to pursue extensions of the due date of your returns, and we reserve the right to suspend our services or terminate this Agreement.

The IRS requires you to file certain disclosure statements regarding tax strategies and reportable transactions. Unless you advise us otherwise or specific disclosure information is furnished to us, we will assume that none of the transactions that will be reflected on your returns were: (1) entered into subject to an agreement that requires you to keep the transaction confidential, (2) entered into subject to an agreement that the fee you paid would be contingent upon your receiving the transaction’s intended tax benefits, (3) identified in U.S. Treasury Regulations as loss transactions that must be disclosed, including loss transactions that pass-through to you from S Corporations, partnerships and trusts, if applicable, or (4) the same as or substantially similar to a transaction identified by the IRS as a tax avoidance transaction. You agree to hold us harmless with respect to any additional taxes, penalties, or interest imposed on you by taxing authorities resulting from your failure to timely notify us, in writing, of all such transactions in order to facilitate the timely preparation and filing of your tax returns.

You are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your tax returns. You should retain all documents, canceled checks and other data that provide evidence and support for reported income, credits, and deductions on your returns as required under tax law. These may be necessary to prove the accuracy and completeness of the returns to a taxing authority. You are responsible for the adequacy of all such documents. You represent that you have such documentation and can produce it if needed to respond to any audit or inquiry by taxing agencies. You agree to hold us harmless with respect to any additional taxes, penalties, or interest imposed on you by taxing authorities resulting from the disallowance of tax deductions due to inadequate documentation. At your request, we are available to answer your questions and advise you on the types of documentation required. You agree that you will not and are not entitled to rely on any advice unless it is provided in writing.  You have the final responsibility for the returns and, therefore, you should review them carefully for accuracy and completeness before you sign them.

3. Our Responsibilities. We may encounter instances where the tax law is unclear, or where there may be conflicts between the taxing authorities’ interpretations of the law and other supportable positions. In those instances, we will discuss with you each of the reasonable alternative courses of action, including the risks and consequences of each such alternative. In the end, we will adopt, on your behalf, the alternative that you select after having considered the information provided by us, provided it is consistent with our understanding of current law and its interpretation. If the IRS or state tax authorities later contest the position taken, there may be an assessment of additional tax, interest, and penalties. We assume no liability for and you hereby release us from any such additional tax, interest, and penalties.

Pursuant to applicable tax law, we are forbidden from signing a return unless we have a reasonable belief that there is substantial authority for a tax position taken on the return, or unless we have a reasonable belief that there is a reasonable basis for the tax position taken on the return and we disclose this tax position on a separate attachment to the return. Substantial authority is generally viewed by tax professionals as requiring at least a 40% probability that the tax position taken will be sustained on its merits. However, under no circumstances may we sign a return with a tax position that has no reasonable basis. 

We will not audit or otherwise verify the information you submit to us. Accordingly, our engagement cannot be relied upon to disclose errors, fraud, or other illegal acts that may exist. However, it may be necessary to ask you for clarification of some of the information you provide, and we will inform you of any material errors, fraud, or other illegal acts that come to our attention. You agree that you will not and are not entitled to rely on any advice unless it is provided in writing.

Federal and certain state and local laws require the electronic filing of certain tax returns, requests for extensions or tax payments (i.e., quarterly estimates or other tax deposits). In some cases, a taxpayer may elect to file a tax return or make a payment in paper format and in other case a taxpayer may not be permitted to opt out of electronic filing or payment. If you would like to opt out of electronic filing or payment and file returns or pay in paper format, you must contact us immediately so that we can determine if opting out is legally permissible and provide you with any required documentation. Our engagement includes our e-filing of your returns and submission of related payments. We will send you the returns or vouchers for your review together with Form 8879, IRS e-file Signature Authorization, as well as any applicable state and local authorization forms, which you must complete, sign, and return to us. We will not e-file or electronically submit payments until we have received such forms and we are not responsible for any penalties or interest charges arising from any such late filing or payment.

We reserve the right to suspend our services or withdraw from this Agreement. If we elect to terminate our services, our engagement will be deemed to have been completed upon written notification of termination, even if we have not completed your returns. For these purposes, any inability to sign the tax return, non-responsiveness by you to requests for information, or disagreement by you with our recommendations regarding tax return filing and reporting obligations, tax return positions to be taken, or disclosures to be made in the returns (among other things) will constitute a basis for our election to terminate our services. 

This Agreement does not include tax planning services. During the course of preparing the returns, we may bring to your attention certain available tax saving strategies for you to consider as possible means of reducing your income taxes in subsequent tax years. However, we are under no obligation to do so, and will take no action with respect to any such recommendations, as the responsibility for implementation remains with you, the taxpayer.

Your returns may be selected for review by the taxing authorities, or you may receive a notice requesting a response to certain issues on your tax return. Any proposed adjustments by the taxing authorities are subject to certain rights of appeal. In the event of such tax examination or inquiry, we will be available upon request to represent you or respond to such inquiry. At that time, we will provide you a separate agreement to clarify the nature and extent of services we will provide regarding the tax examination or inquiry response and will render additional invoices for these services and any expenses incurred. Such services are not within the scope of services of this Agreement.

4. Foreign Assets and Accounts. The Internal Revenue Code of 1986, as amended (the “Code”) requires taxpayers to report any interest in specified foreign financial assets if the aggregate of such assets exceeds a threshold level. Accordingly, we shall also prepare Form 8938, Statement of Specified Foreign Financial Assets if you notify us that you are required to report these assets.

5. Self-Directed Retirement Plans. Individuals who hold certain investments within their self-directed retirement plans, such as private equity or leveraged real estate, may be required to cause such retirement plan to submit an additional tax return filing (Form 990-T, Exempt Organization Business Income Tax Return) as certain types of income attributable to these investments are considered unrelated business taxable income (“UBTI”), which is subject to income tax. If your self-directed retirement plan has made any investment which generates UBTI, you need to contact your plan custodian to determine what additional steps, if any, are required to comply with the current tax laws. To the best of your knowledge and belief, and unless specifically indicated to us that a representation cannot be made, you confirm that your self-directed retirement plan(s) have not recognized any UBTI and therefore do not require additional filings to comply with current federal tax law. The filing of Form 990-T is not within the scope of services of this Agreement. 

6. Penalties and Interest. Various penalties and interest charges are imposed when taxpayers fail to comply with federal, state, and local tax law, including without limitation, failing to file or late filing of tax returns, and failing to pay the full amount of taxes owed by the filing due date. Furthermore, additional penalties and interest are imposed when taxpayers fail to remit the proper amount in respect of subsequent year tax estimates. Based on information you have provided to us, we can assist you in determining the correct amount of taxes owed for the current year and subsequent year tax estimates. You acknowledge that any penalties and interest that arise due to the underestimation of current year taxes owed or subsequent year tax estimates remitted are your responsibility, and that we have no responsibility in that regard.

7. Changes in Tax Law and Information. The returns we prepare for you are based on the current tax law, as we understand it, at the time of preparing the returns. We are not responsible for future changes in the law that may affect returns we have already prepared in connection with prior tax years, including changes that may require the amendment of previously filed returns. While we may attempt to advise you of such changes, we are under no obligation to do so. In addition, if, during our work, we discover information that affects your previously filed tax returns, we will make you aware of the facts; however, we are not responsible for identifying items that may affect previously filed returns. If you become aware of such information, please advise us of such information. Should you desire that we prepare amended returns, we may separately agree to do so by means of a separate agreement with you.

8. Taxpayer Privileges; Disclosure. As provided in U.S. Treasury Regulations, you and each of your representatives or other agents may disclose to any and all persons without limitation of any kind the tax treatment and tax structure of any transaction that may fall within the scope of services under this Agreement and all materials of any kind, including opinions or other tax analyses, that may be provided to you by us relating to any such tax treatment and tax structure.

You acknowledge that certain documents and other communications involving and/or disclosed to or by us may be subject to one or more claims of privilege by you or on your behalf (e.g., the Code Section 7525 tax advisory privilege, etc.). Although you are solely responsible for managing the recognition, establishment and maintenance (e.g., possible waiver) of these possible protections (and for involving legal counsel as you deem necessary), you will notify us if you wish to invoke the confidentiality privilege and us will cooperate with your reasonable written instructions regarding same. You should be aware that should circumstances arise where you wish to divulge or have us divulge privileged information to other parties, such disclosure may result in a waiver of the confidentiality privilege. If you wish us to divulge privileged information, you must provide us with advance written authority to make such disclosure. In addition, if it is ultimately determined that a significant purpose of the tax matter was to avoid or evade any federal income tax, you should be aware that the confidentiality privilege under Code Section 7525 will not apply to the communications between us and yourself. 

If we receive a request from a third party, including the IRS (including a subpoena, summons, or discovery demand in litigation) calling for production of privileged information, we will notify you and follow your reasonable instructions regarding any third-party requests for such material before we will disclose such information as may be required under applicable laws or rules. You hereby agree to hold us harmless from, and be responsible for, our fees and expenses incurred (including attorneys’ fees, court costs, costs of outside advisors and any other cost imposed, whether by way of penalty or otherwise) as a result of your assertion of the confidentiality privilege or your direction to us to assert the privilege on your behalf or in the event that we determine that it is required by applicable law or rules to assert the privilege without having received your direction.

9. Fees and Billings. Our services under this Agreement are included as part of your existing Platinum or Titanium subscription with Range Finance Inc. (“Range Finance”). In the event you are no longer a Platinum or Titanium subscriber during the term of this Agreement due to the termination of your subscription or otherwise, this Agreement will automatically terminate. In the event that we encounter unusual circumstances that would require us to expand the scope of the services under this Agreement, we will adjust our fee with your prior approval before performing the expanded services.

If our work is suspended or terminated, you agree that we will not be responsible for your failure to meet taxing authority and/or other deadlines, for any penalties or interest charges that may be assessed against you resulting from the failure to meet such deadlines, and for any other damages (including, but not limited to consequential, indirect, lost profits, or punitive damages) incurred as a result of the suspension or termination of our work. As discussed above, in the event we are required to respond to a subpoena, summons, court order or other legal process for the production of documents and/or testimony relative to information we obtained and/or prepared during the course of performing the services under this Agreement, you agree to compensate us for the time we expend in connection with such response, and to reimburse us for all of our out-of-pocket costs incurred in that regard. Further, in the event that we become obligated to pay any judgment under a court proceeding, an award under any mediation proceeding, or penalty assessed by any taxing authority in our capacity as a tax preparer, you agree to pay any amount required in settlement of such obligation, and any costs incurred as a result of any inaccurate or incomplete information that you provided to us during the course of performing the services under this Agreement. You agree to indemnify us, defend us, and hold us harmless against such obligations and/or costs.

10. Record Retention Policy. It is our policy to retain your documentation for a period of seven years, after which time we will commence the process of destroying the contents of our files. To the extent we accumulate any of your original records during the term of this Agreement, those documents will be returned to you promptly upon termination.

11. Resolution of Disputes. You agree that any dispute that may arise regarding the meaning, performance, or enforcement of this engagement will, prior to resorting to litigation, be submitted to mediation, and that you will engage in the mediation process in good faith once a written request to mediate has been given by either party to the engagement. Any mediation initiated as a result of this engagement shall be administered by a law firm specializing in the mediation process, not associated with either party, and selected by us, according to its mediation rules. Any ensuing litigation shall be conducted within the County of Fairfax, Virginia, according to Virginia. The results of any such mediation shall be binding only upon agreement of each party to be bound. The costs of any mediation proceeding shall be shared equally by the participating parties. Any litigation arising out of this engagement, except actions by us to enforce payment of our invoices, must be filed within one year from the completion of the engagement, notwithstanding any statutory provision to the contrary. 

Our liability relating to the performance of the services rendered under this engagement letter is limited solely to direct damage sustained by you. In no event shall we be liable for the consequential, special, incidental, or punitive loss, damage, or expense caused to you or to any third party (including, without limitation, lost profits, opportunity costs, etc.). Notwithstanding the foregoing, in the event of litigation brought against us (regardless of form of action, whether in contract, negligence or otherwise), any judgment you obtain shall be limited in amount, and shall not exceed the amount of the fee charged by us, and paid by you, for the services set forth in this engagement letter. The provisions set forth in this paragraph shall survive the completion of the engagement.

12. Electronic Communication. In the interest of facilitating our services to you, we may communicate by facsimile transmission or send data over the Internet. Such communications may include information that is confidential to you. While we will use reasonable efforts to keep such communications secure in accordance with our obligations under applicable laws and professional standards, you recognize and accept that we have no control over the unauthorized interception of these communications once they have been sent and consent to our use of these electronic devices during this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect, or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.

13. Personal Information. The respective rights and responsibilities of us and you regarding the collection, processing, and use of your personal information and your rights to limit the use and disclosure of such information, are set forth in the Range Finance, Inc. Privacy Policy, as amended from time to time, available at www.range.com. Such rights and responsibilities are further defined by applicable laws and regulations of national and state governments and international bodies. In the event of any controversy regarding our collection, use, processing, transfer, or receipt of any information about you, you agree that remedies will be expressly limited to those specifically provided by the applicable laws and regulations, in accordance with this letter. 

14. Entire Agreement. This engagement letter is contractual in nature and includes all of the relevant terms and conditions that will govern the engagement for which it has been prepared. The terms and conditions of this letter supersede any prior oral or written representations or commitments by or between the parties. If any provision of the letter is declared invalid or unenforceable, the remaining provisions shall remain in effect.

15. Electronic Signatures. Your intentional action in electronically signing this Agreement is valid evidence of your consent to be legally bound by this Agreement. The use of an electronic version of any documents fully satisfies any requirement that they be provided to you in writing. You are solely responsible for reviewing and understanding all of the terms and conditions of these documents. You accept as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, notice by electronic means, including, the posting of modifications to this Agreement on the Range website. The electronically stored copy of this Agreement is considered to be the true, complete, valid, authentic, and enforceable record of the Agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. You agree to not contest the admissibility or enforceability of Range’s electronically stored copy of the Agreement in any proceeding arising out of the terms and conditions of the Agreement. If more than one individual has electronically signed this Agreement, your obligations under this Agreement will be joint and several.

By clicking the “Agree” button, you acknowledge that you (on your own behalf and, if this any return we are to prepare in connection with this engagement is a joint return, on your spouse’s behalf): 

1. have read, understand, and agree with all of the terms and conditions set forth in this Agreement;
2. have received a copy of Range’s Privacy Policy; and
3. understand that clicking “Agree” is the legal equivalent of manually signing this Agreement, and that you will be legally bound by its terms and conditions.

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