This Statement of Work describes the following services and limitations on them.
Bookkeeping and financial statement preparation
IRS Representation / Tax Audit Protection
Tax return preparation, bookkeeping and financial statement preparation
You are confirming that you will furnish us with all the information required for preparing the returns. This includes, but is not limited to, providing us with the information necessary to identify (1) all states and foreign countries in which the decedent “did business” or derived income (directly or indirectly), and (2) the extent of business operations in each relevant state and/or country. We will not audit or verify the data you submit, although we may furnish you with questionnaires and/or work sheets to help you compile the necessary information. You should retain all documents, as they may be necessary to prove the accuracy and completeness of the returns to a taxing authority. If you have any questions as to the type of records required, please ask us for advice in that regard.
With regard to the fiduciary income tax return, we will not audit or otherwise verify the data you submit, although we may ask you to clarify some of it or furnish written or oral assurance that records or other evidence exist to substantiate deductions. You should retain all the documents, books, and records that form the basis of income and deductions. The documents may be necessary to prove the accuracy and completeness of the returns to a taxing authority. You have the final responsibility for the income tax returns and, therefore, you should review them carefully before you sign them.
This firm is responsible for preparing only the return for which a separate agreement has been signed and paid for.
We will use our professional judgment in preparing your return. Whenever we are aware that a possibly applicable tax law is unclear or that there are conflicting interpretations of the law by authorities (e.g., tax agencies and courts), we will share our knowledge and understanding of the possible positions that may be taken on your return. We will adopt whatever position you request on your return so long as it is consistent with our professional standards and ethics. If you desire a legal opinion before choosing among alternative tax positions, legal counsel should be separately retained for this purpose. We will work with you and your chosen legal counsel to the best of our abilities in giving you whatever information we have that may help you in your decision. You have the final responsibility for positions taken on the return. If the Internal Revenue Service should later contest the position taken, there may be an assessment of additional tax liability plus interest and possible penalties. We assume no liability for any such additional penalties or assessments.
Provisions of the Internal Revenue Code require you to have the necessary records to support your travel (including auto), entertainment, and related expenses. If you do not have the required records, including receipts, do not record the expenditure as a deductible item. If you have any questions as to the type of records required, please contact us for assistance.
Your return is subject to examination by the taxing authorities. In the event of an audit, you may be requested to produce documents, records, or other evidence to substantiate the information shown on the tax return. We are not responsible for Internal Revenue Service calculation of values or for resulting taxes, penalties, and interest. Any items resolved against you by an examining agent are subject to certain rights of appeal. In the event of an examination, we will be available to represent you. Such services will be covered in a separate engagement letter.
Please note that any person or entity subject to the jurisdiction of the United States (includes individuals, corporations, partnerships, trusts, and estates) having a financial interest in, or signature or other authority over, bank accounts, securities, or other financial accounts having a value exceeding $10,000 in a foreign country, must report such a relationship. Although there are some limited exceptions, filing requirements also apply to taxpayers that have direct or indirect control over a foreign or domestic entity with foreign financial accounts, even if the taxpayer does not have foreign account(s). For example, a corporate-owned foreign account would require filings by the corporation and by the individual corporate officers with signature authority. Failure to disclose the required information to the U.S. Department of the Treasury may result in substantial civil and/or criminal penalties.
Additionally, the IRS also requires information reporting on foreign interests or activities under applicable Internal Revenue Code (IRC) sections and related regulations, and the respective IRS tax forms are due when your income tax return is due, including extensions. The IRS reporting requirements are in addition to the U.S. Department of the Treasury reporting requirements stated above. Therefore, if you have any direct or indirect foreign interests that require disclosures to the IRS, you must provide us with the information necessary to prepare the applicable IRS forms.
Failure to timely file the appropriate forms with the U.S. Department of the Treasury and the Internal Revenue Service may result in substantial monetary penalties. By your signature below, you accept responsibility for informing us if you believe that you may have foreign reporting requirements with the U.S. Department of the Treasury and/or Internal Revenue Service and you agree to timely provide us with the information necessary to prepare the appropriate form(s). We assume no liability for penalties associated with the failure or untimely filing of any of these forms.
Please note that the Internal Revenue Service (IRS) considers virtual currency (e.g., Bitcoin) as property for U.S. federal tax purposes. As such, any transactions in, or transactions that use, virtual currency are subject to the same general tax principles that apply to other property transactions. If there was virtual currency activity during the tax year, there may be tax consequences associated with such transactions, and there may be additional foreign reporting obligations.
You agree to provide us with complete and accurate information regarding any transactions in, or transactions that have used, virtual currency during the applicable tax year. Please ask us for advice if you have any questions regarding the type of records required for virtual currency transactions.
By your signature on your agreement, you are confirming to us that unless we are otherwise advised, the travel, entertainment, gifts, and related expenses are supported by the necessary records required under Section 274 of the Internal Revenue Code. If you have any questions as to the type of records required, please ask us for advice in that regard.
The IRS and U.S. Treasury issued final tangible property regulations (TPRs) that govern when taxpayers must capitalize and when they can deduct expenditures for acquiring, producing or improving tangible property. These regulations were fully effective for tax years beginning on or after January 1, 2014. The final regulations created new annual elections, and while certain safe harbors and elections are implemented through filing statements or treatment of an item on a timely filed federal tax return, the IRS considers the remaining provisions to be a change in accounting method, which may require the filing of Form 3115, Application for Change in Accounting Method.
If we become aware that you may be using an accounting method not in accordance with the final TPR regulations, our firm may need additional time to analyze your current and prior acquisitions and improvements to properly complete Form 3115. By your signature below, you accept ultimate responsibility for your capitalization analyses and decisions, and you agree to provide us with the information necessary to prepare the appropriate elections and/or method change IRS form(s). Please ask us for advice if you have any questions regarding your company’s application of these regulations.
The law provides for a penalty to be imposed where a taxpayer makes a substantial understatement of his or her tax liability. For Partnerships and individual taxpayers, a substantial understatement exists when the understatement for the year exceeds the greater of 10 percent of the tax required to be shown on the return or $5,000. The penalty is 20 percent of the underpayment. Taxpayers other than “tax shelters” may seek to avoid all or part of the penalty by showing (1) that they acted in good faith and there was reasonable cause for the understatement, (2) that the understatement was based on substantial authority, or (3) that the relevant facts affecting the item’s tax treatment were adequately disclosed on the return. A taxpayer is considered a “tax shelter” if its principal purpose is to avoid Federal income tax. Because an A Partnership is an entity whose tax attributes flow through to its partners or LLC members, the penalty for substantial understatement of tax relating to Partnership items may be imposed on the partners (members). You agree to advise us if you wish disclosure to be made in your returns or if you wish for us to identify or perform further research with respect to any material tax issues for the purpose of ascertaining whether, in our opinion, there is “substantial authority” for the position proposed to be taken on such issues in your returns.
Our work in connection with the preparation of your income tax returns, or any other project does not include any procedures designed to discover fraud, defalcations, or other irregularities, should any exist. We will render such accounting and bookkeeping assistance as we find necessary for preparing the income tax returns.
We will use our professional judgment in preparing your returns. Whenever we are aware that a possibly applicable tax law is unclear or that there are conflicting interpretations of the law by authorities (e.g., tax agencies and courts), we will explain the possible positions that may be taken on your return. In accordance with our professional standards, we will follow whatever position you request, as long as it is consistent with the codes, regulations, and interpretations that have been promulgated. If the Internal Revenue Service should later contest the position taken, there may be an assessment of additional tax plus interest and penalties. We assume no liability for any such additional penalties or assessments. In the event, however, that you ask us to take a tax position that in our professional judgment will not meet the applicable laws and standards as promulgated, we reserve the right to stop work and shall not be liable for any damages that occur as a result of ceasing to render services.
In December 2017, the President signed into law the Tax Cuts and Jobs Act (“Tax Act” or “Act”) which introduces the most significant changes to the U.S. tax system since 1986. With a few exceptions, the provisions are generally effective starting in the 2018 tax year. If you have any questions regarding the application of the Tax Act regulations, please ask us for advice in that regard.
In preparing the estate tax returns, we will not independently determine values, except where the values could be determined by reference to market quotations contained in The Wall Street Journal or other equally reliable sources. Since we are not business or real estate appraisers or valuators, all valuation services will be performed by qualified third parties who will be chosen on a timely basis by a representative of the estate (e.g., the executor). The representative of the estate will be solely responsible for selecting the third-party appraisers or valuators. The parties agree that we may rely on the values determined by said third-party appraisers or valuators in preparing the estate tax returns and that we shall not be liable for any damages that may result from the use of said values in the event they are not accepted by the relevant taxing authorities.
We will use our professional judgment in preparing your returns. Given the magnitude of the changes the Tax Act contains, as well as some new concepts introduced in the law, additional stated guidance from the IRS, and possibly from Congress in the form of technical corrections, may be forthcoming. We will use our professional judgment and expertise to assist you given the Tax Act guidance as currently promulgated. Subsequent developments issued by the applicable tax authorities may affect the information we have previously provided, and these effects may be material. Whenever we are aware that a possibly applicable tax law is unclear or that there are conflicting interpretations of the law by authorities (e.g., tax agencies and courts), we will share our knowledge and understanding of the possible positions that may be taken on your returns. We will adopt whatever position you request on your returns so long as it is consistent with our professional standards. If you desire a legal opinion before choosing among alternative tax positions, legal counsel should be separately retained for this purpose. We will work with you and your chosen legal counsel to the best of our abilities in giving you whatever information we have that may help you in your decision. You have the final responsibility for positions taken on the returns.
If a taxing authority should later contest the position taken, there may be an assessment of additional tax plus interest and penalties. We assume no liability for any such additional penalties or assessments. In the event, however, that you ask us to take a tax position that in our professional judgment will not meet the applicable laws and standards as promulgated, we reserve the right to stop work and shall not be liable for any damages that occur as a result of ceasing to render services.
During the work we perform, we may from time to time recommend additional services and introduce you to other third-parties which we feel may provide benefit. We do not represent the services or provide guarantees on their work. In such cases where your company may use those services, we may receive indirect or direct compensation from the other firm sponsoring the service. We do not participate in or receive any compensation on any service requiring Securities licensing (such as for financial services products or broker commissions on sale of business).
Foreign Bank Accounts
If you and/or your entity (includes estates and trusts) have a financial interest in, or signature authority over, any foreign accounts, you may be subject to certain filing requirements with the U.S. Department of the Treasury, in addition to the IRS. Filing requirements may also apply to taxpayers that have direct or indirect control over a foreign or domestic entity with foreign financial accounts, even if the taxpayer does not have foreign account(s).
The filing deadline for the Report of Foreign Bank and Financial Accounts (FBAR) required by the U.S. Department of the Treasury is April 15th and follows the federal income tax due date guidance, which notes that if the tax due date falls on a weekend or legal holiday, the form is considered timely filed if filed on the next business day. An automatic 6-month extension is available. Electronic filing of the FBAR is mandatory using the Bank Secrecy Act (BSA) e-filing system for the Financial Crimes Enforcement Network (FinCEN). We must receive a signed consent form from you prior to submitting the foreign reporting form. If we do not receive your signed authorization to file your foreign reporting form, we will not be able to file any of the required disclosure statements on your behalf.
Additionally, the IRS requires information reporting on foreign interests or activities under applicable IRC sections and related regulations, and the respective IRS tax forms are due when your income tax return is due, including extensions. The IRS reporting requirements are in addition to the U.S. Department of the Treasury reporting requirements stated above. Therefore, if you have any direct or indirect foreign interests that require disclosures to the IRS, you must provide us with the information necessary to prepare the applicable IRS forms.
Failure to timely file the appropriate forms with the U.S. Department of the Treasury and the IRS may result in substantial civil and/or criminal penalties. By your signature below, you agree to provide us with complete and accurate information regarding any foreign accounts that you and/or your entity may have had a direct or indirect interest in, or signature authority over, during the above referenced tax year. The foreign reporting requirements are very complex, so if you have any questions regarding the application of the U.S. Department of the Treasury and/or the IRS reporting requirements to your foreign interests or activities, please ask us for advice in that regard. We assume no liability for penalties associated with the failure to file or untimely filing of any of these forms.
Federal law has extended the attorney-client privilege to some, but not all, communications between a client and the client’s CPA. The privilege applies only to non-criminal tax matters that are before the IRS or brought by or against the U.S. Government in a federal court. The communications must be made in connection with tax advice. Communications solely concerning the preparation of a tax return will not be privileged.
In addition, your confidentiality privilege can be inadvertently waived if you discuss the contents of any privileged communication with a third party, such as a lending institution, a friend, or a business associate. We recommend that you contact us before releasing any privileged information to a third party.
As a corporation, you need to be especially careful about privileged communications. If a communication is made in the presence of a corporate employee who is not authorized to act or speak for the corporation in relation to the communication’s subject matter, then the communication will be deemed to be made in the presence of a third party and any privilege will be waived.
We may from time to time, and depending on the circumstances and nature of the services we are providing, share your confidential information with third-party service providers, some of whom may be cloud-based, but we remain committed to maintaining the confidentiality and security of your information. Accordingly, we maintain internal policies, procedures and safeguards to protect the confidentiality of your personal information. In addition, we will secure confidentiality agreements with all service providers to maintain the confidentiality of your information and will take reasonable precautions to determine that they have appropriate procedures in place to prevent the unauthorized release of your confidential information to others. In the event that we are unable to secure an appropriate confidentiality agreement, you will be asked to provide your consent prior to the sharing of your confidential information with the third-party service provider. Although we will use our best efforts to make the sharing of your information to such third parties secure from unauthorized access, no completely secure system for electronic data transfer has yet been devised. As such, by your signature on our agreement, you understand that the firm makes no warranty, expressed or implied, on the security of electronic data transfers.
Our services in connection with this engagement are not designed to address the legal or regulatory aspects of your compliance with the Affordable Care Act. In preparing your individual tax returns, we will rely solely on the information you provide us regarding the ACA mandates and you agree to accept full responsibility for the accuracy and completeness of this information, as well as your compliance with the ACA. As such, we will not be responsible for any taxes, penalties, or interest that may be assessed.
If we are asked to disclose any privileged communication, unless we are required to disclose the communication by law, we will not provide such disclosure until you have had an opportunity to argue that the communication is privileged. You agree to pay any and all reasonable expenses that we incur, including legal fees, that are a result of attempts to protect any communication as privileged.
Fees for our services will be at the rates in our agreement or our standard rates at the time plus computer charges and out-of-pocket expenses.
If you are not on a monthly payment arrangement with us, then payment for service is due when rendered and interim billings may be submitted as work progresses and expenses are incurred. We reserve the right to stop work on any account that is thirty days past due, in accordance with our firm’s stated collection policy. Late fees will be added to any remaining unpaid balance, thirty (30) or more days after issuance of the statement, at the rate of 1.5% per month (18% APR).
In addition, in the event our firm or any of its employees or agents is called as a witness or requested to provide any information whether oral, written or electronic in any judicial, quasi-judicial, or administrative hearing or trial regarding information or communications that you have provided to this firm, or any documents and workpapers prepared by us in accordance with the terms of this agreement, you agree to pay any and all reasonable expenses including fees and costs for our time at the rates then in effect, as well as any legal or other fees that we incur as a result of such appearance or production of documents. Payment of a retainer for this work will be due within seven days of receipt of notification of us.
It is our policy to keep records related to our engagement for between two (2) and seven (7) years. However, McNair & Associates does not keep original client records, so we will return those to you at the completion of the services rendered under this engagement. When records are returned to you, it is your responsibility to retain and protect your records for possible future use, including potential examination by any government or regulatory agencies. Unless we receive written notification from you within thirty (30) days of completion of the engagement, we will either convert our files to electronic copies and then destroy the specific files within our specified time period required according to our accounting rules.
Responding to the IRS
The fees paid to our Company do not include responding to Internal Revenue Service inquiries, and the client understands that the tax preparer is not responsible for Internal Revenue Service disallowance of doubtful deductions or deductions unsupported by adequate documentation or for resulting taxes, penalties, and interest. However, we are available to represent you. Our fees for such services are at our standard rates and would be covered under a separate engagement letter.
Responsibility for data
By your signature in your agreement with us, you understand and agree that you are responsible for the accuracy and completeness of the records, documents, explanations, and other information provided to us for purposes of this engagement. You have the final responsibility for the income tax returns and, therefore, you should review them carefully before you sign them. You agree that our firm is not responsible for a taxing authority’s disallowance of deductions or inadequately supported documentation, nor for resulting taxes, penalties, and interest.
By your signature in your agreement with us, you acknowledge that you are responsible for management decisions and functions. That responsibility includes designating a qualified individual, preferably within senior management, with suitable skills, knowledge and/or experience to be responsible and accountable for overseeing all the specific services we perform as part of this engagement, as well as evaluating the adequacy and results of the services performed. You are responsible for establishing and maintaining internal controls, including monitoring ongoing activities. Unless explicitly agreed to in writing, McNair & Associates and its representatives will not be participating in financial reporting, internal accounting control, or any internal control over financial reporting purposes, nor will we participate in any part of the filings you have with the Securities and Exchange Commission.
If any dispute arises among the parties hereto, the parties agree to first try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its applicable rules for resolving professional accounting and related services disputes before resorting to litigation. The costs of any mediation proceeding shall be shared equally by all parties.
Executor and accountant both agree that any dispute over fees charged by the accountant to the Executor will be submitted for resolution by arbitration in accordance with the applicable rules for resolving professional accounting and related services disputes of the American Arbitration Association, except that under all circumstances the arbitrator must follow the laws of Nevada. Such arbitration shall be binding and final. IN AGREEING TO ARBITRATION, WE BOTH ACKNOWLEDGE THAT IN THE EVENT OF A DISPUTE OVER FEES CHARGED BY THE ACCOUNTANT, EACH OF US IS GIVING UP THE RIGHT TO HAVE THE DISPUTE DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY AND INSTEAD WE ARE ACCEPTING THE USE OF ARBITRATION FOR RESOLUTION. The prevailing party shall be entitled to an award of reasonable attorneys' fees and costs incurred in connection with the arbitration of the dispute in an amount to be determined by the arbitrator.
Tax Audit Protection
CLARIFICATION OF TERMS
In this agreement, “you” and “your” refer to the member(s) shown on the membership certificate. “We,” and “us” refer to McNair & Associates the company providing audit defense services. “IRS” refers to the Internal Revenue Service and “State” refers to your state income tax authority.
Audit: Audit means any communication, including telephone calls, initiated by the IRS or State income tax agency that wishes to audit, examine, review, investigate or verify any item or items on the IRS income tax forms and State equivalent.
Audit Defense: Audit Defense means that McNair & Associates will represent you through the completion of any income tax audit for the tax return year identified on the agreement. Audit notification must be received after the date of the agreement. The Tax Audit Representation is also subject to the limitations and exclusions listed in this Statement of Work.
Audit Defense also includes:
- Handling all communications, including letters and/or telephone calls with the IRS or State regarding the audit.
- Assigning the Audit Representative(s) to manage your case.
- Developing a strategy with you and then meeting or corresponding with the IRS or State on your behalf.
- Negotiating with the IRS or State through Appeals and pre-litigation Appeals review prior to trial in Tax Court.
- No settlement will be reached with the IRS or State without your final approval and consent.
The amount of tax audit protection provided is based on the agreement you have signed. As stated in that agreement, additional representation can be handled by us at our then billing rates. After the coverage amount has been met and applied to any audit and notice fees, you then will be billed at our regularly hourly rates based on actual time incurred for notices or audits. We may require a retainer before performing any additional audit representation services.
Acceptance Date: Acceptance Date is the date McNair & Associates receives your signed agreement and payment in full.
Statute of Limitations: Statute of Limitations is the time the IRS or State has to audit your tax return. The Statute of Limitations for the IRS is typically three years from the date of filing or the due date, whichever is later, and is typically four years for States.
Audit Representative(s): Audit Representative(s) means your McNair & Associates audit representative(s) who will be assigned to your audit case. These individuals will ordinarily be assigned to you according to their area of expertise.
Audit Defense – McNair & Associates will professionally defend a covered federal or state income tax audit or notice from the time of the first notice to its completion, subject to the Tax Audit Representation Limitations and Exclusions described below. All scheduling of appointments, telephone calls and correspondence will be handled by the assigned Audit Representative(s). We will meet or correspond with the auditor on your behalf and will defend you through the highest level of appeals, subject to the terms herein.
The tax coverage provided is limited to the amount in your Tax Audit Protection signed letter and the amount corresponding with the fee paid.
Our Responsibility: We are responsible to provide you with professional Audit Defense service.
Your Responsibility: Upon receipt of any communication from the IRS or State, you are responsible to perform or provide the following:
- Promptly call McNair & Associates first at 702-646-0888. To ensure effective service regarding your Audit, you must use your assigned McNair & Associates Audit Representative(s) as your contact with the IRS or State. You will be expected to complete a Power of Attorney form to allow us to contact the IRS on your behalf. If you do not contact McNair & Associates within 15 days of the date of the first notice, additional charges may apply. If you wait too long, you will eliminate our ability to defend your case.
- Provide your signature(s) on the required IRS or State Power of Attorney and return to the Audit Representative(s) in a timely manner. This will enable your Audit Representative(s) to communicate with the IRS or State on your behalf. This document may not be altered in any way.
- Provide in a timely manner the information and documentation necessary to substantiate the various items of income and expense in question so that your Audit Representative(s) can prepare your defense.
- We ask that you comply with the Audit procedure and strategy actions recommended by McNair & Associates and any of the Audit Representative(s) working on your behalf. If you are unable to maintain this commitment, McNair & Associates cannot be responsible for the outcome of your Audit and reserves the right to cease providing service where reasonably warranted.
TAX AUDIT REPRESENTATION LIMITATIONS
McNair & Associates is dedicated solely to legitimately protecting the rights and assets of our members in the event of an Audit. The following defines our service limitations:
- McNair & Associates does not provide legal assistance, nor represent our members in Federal or State Court, including Tax Court.
- McNair & Associates does not provide legal assistance in defending issues of civil or criminal fraud, whether actual or alleged.
- McNair & Associates may be engaged to amend the Federal, State or Local income tax returns being audited and will bill you accordingly.
- McNair & Associates is not responsible for the extra work and costs involved if you report your Audit late or you do not cooperate by providing the documentation in a timely manner which results in the auditing agency issuing a Notice of Deficiency (NOD) or the state equivalent. If this occurs, McNair & Associates will pass these costs onto the you in the form of a late fee.
TAX AUDIT REPRESENTATION EXCLUSIONS
Certain Audits, tax returns, and issues of audit may be excluded from the Tax Audit Representation for any of the following reasons:
Pre-existing Conditions – If the date on the notice of audit from the IRS or State is prior to the Acceptance Date of this Agreement, Audit Defense services for that audit are excluded.
Unfiled Tax Returns – Your Tax Audit Representation is limited to providing Audit Defense services for tax returns that have been prepared and filed by us. If a tax return has not been prepared and filed, McNair & Associates is available to commence services on the Audit after the tax return has been prepared and filed.
Large Businesses – Business entities with gross receipts exceeding $5 million and/or 10 partners/stockholders/beneficiaries/members are not eligible for membership unless otherwise agreed to in writing.
Tax Protestors – McNair & Associates will exclude anyone protesting the taxing of income on economic, religious, legal or constitutional grounds, or other frivolous claims.
Criminal Investigation (CI) – Unless otherwise agreed to in writing, if you are currently under investigation by CI, you are excluded from Audit Defense services. For any audit that McNair & Associates is defending in which CI enters the Audit, McNair & Associates will cease working that audit and will exclude the member from further Audit Defense services until completion of the CI investigation. When the CI investigation is completed, McNair & Associates will resume working on the audit, if possible.
TERMINATION OF TAX AUDIT PROTECTION AGREEMENT
McNair & Associates reserves the right to terminate this Tax Audit Representation upon the breach of any material provision of this agreement by you, in the event that an Audit meets the criteria of any of the “TAX AUDIT REPRESENTATION EXCLUSIONS” listed above, or in the event that a condition renders the completion of McNair & Associates’ responsibilities under this agreement unreasonably difficult to fulfill. Conditions that can render completion of McNair & Associates’ responsibilities unreasonably difficult include, but are not limited to, failure by you to reasonably fulfill any provision listed as “Your Responsibility” under “RESPONSIBILITIES” above, failure to cooperate during the course of the Audit process, or repeated use of abusive, inappropriate, or unprofessional language when communicating with any staff members or representatives of McNair & Associates.
This Tax Audit Representation shall also be deemed to be terminated if the membership fee has not been paid or has been refunded to you.
GOVERNING LAW: Unless otherwise agreed to in writing, Nevada state law governs all Agreements with McNair & Associates without regard to its conflicts of laws provisions.