In the event that the Partners, after reviewing the Preliminary Report determine that amore detailed audit or additional action is required, STSS agrees to provide a separateengagement letter to outline additional consulting and auditing services upon request.Services to be provided during this Preliminary Review (actual services may be adjusted based on the documentation to be provided by you and Mannon Walters).
Review the three 2005 and 2006 transactions, classified as LimitedPartnerships.
Review all documents associated with the original transactions including thePrivate Placement Memorandums and any cash flow forecasts provided byMannon Walters.
Discuss with Mannon Walters their responsibilities under the agreement tomanage the properties for the Limited Partners and their obligation to provided accurate and timely financial and reserve information.
Prepare a listing of each property owned by each of the three LimitedPartnerships including a brief description of each property, historical netincome and cash flows (assuming the General Partner can provide suchdetail) and Mannon Walters’ future plans for each property.e.Review the most recent reserve reports for each of the three LimitedPartnerships.f.Review Land and Engineering Data available on the significant properties.
Review the systems and processes used by Mannon Walters to meet their obligations under the management contract.
Document preliminary findings
Prepare report of findings with a recommended course of action and reviewthe report with Jim Nagle.
Work with Jim Nagle to determine a Go-Forward action plan.II.FEESFor the services described in Sections I, STSS will be paid on an hourly basis with ratesdetermined by the experience and skill level of the personnel used on the engagement.
STSS Partner $150.00
Joint Venture Auditor$ 90.00
Staff Accountant$ 60.00
Clerical Staff$ 40.00 STSS may use personnel provided by Aventine Hill Partners, Inc, with whom STSS has aStrategic Alliance Agreement in place.It is estimated that this Preliminary Scoping engagement will take 30 - 40 hours with allof the work being done by STSS Partners.
STSS agrees to cap their fees for thisPreliminary Scoping engagement at $4,000 plus actual travel expenses.
The actuallength of the engagement may be extended if the Partners elect to expand the scope
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