provide tax and accounting services to the Debtor pursuant

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HONORABLE CHRISTOPHER M. ALSTON

UNITED STATES BANKRUPTCY COURT

WESTERN DISTRICT OF WASHINGTON

In re

DOOR TO DOOR STORAGE, INC.20425 72ND AVE. S.

KENT, WA 98032Tax ID 91-1698980,

Debtor.

No. 16-15618

DECLARATION OF STEPHEN J. DAY

IN SUPPORT OF DEBTOR'S EX PARTE

APPLICATION TO EMPLOY

ACCOUNTANTS

STEPHEN J. DAY declares as follows:

1. I am a Certified Public Accountant and a Shareholder at Clark Nuber P.S. ("Clark

Nuber").

2. I make this declaration in support of the Debtor's application to employ Clark Nuber to

provide tax and accounting services to the Debtor pursuant to the terms of the engagement letter

attached hereto as Exhibit A ("Engagement Letter").

3. Clark Nuber has advised the Debtor of the firm's willingness to provide accounting and

tax-related services, specifically preparation of the Debtor's 2017 state and federal tax returns,

including obtaining any necessary extensions with respect thereto, under a general retainer based on

DECLARATION OF STEPHEN J. DAY IN SUPPORT OF

DEBTOR'S EX PARTE APPLICATION TO EMPLOY

ACCOUNTANTS - Page 1

2237 20161 bi264y022g

Bush Kornfkld llpLAW OFFICES

601 Union St., Suite 5000Scuttle, Washington 98101-2373

Telephone (206) 292-2110Facsimile (206) 292-2104

Case 16-15618-CMA Doc 322 Filed 10/10/17 Ent. 10/10/17 14:42:40 Pg. 1 of 3



T: 425-454-4919

T: 800-504-8747

F: 425-454-4620

10900 NE 4th St

Suite 1700

Bellevue WA

98004

clarknuber.com

Letter of engagement

APPENDIX A

September 25, 2017

Jason Stiles, Director Door to Door Storage, Inc. 20425 72nd Avenue South, Suite 200 Kent, WA 98032

Dear Tracey:

This engagement letter confirms the scope and related terms of your engagement of Clark Nuber, P.S. (“Clark Nuber”) for professional services to Door to Door Storage, Inc. (the “Company”).

Scope of our services

We will perform the following services:

• Preparation of the U.S. Corporate Income Tax Return (Form 1120) for the yearending December 31, 2017 or date of complete liquidation

• Preparation of the state income and franchise tax returns for the following stateand local jurisdiction: Alaska, Arizona, California, Colorado, Connecticut, Florida,Georgia, Illinois, Massachusetts, Maryland, Michigan, Minnesota, Missouri, NewJersey, New York (CT-3 and CT-3M), North Carolina, Oregon,Pennsylvania, Texas(Franchise Tax Public Information Report and Franchise Tax Report), Utah, Virginia,and Wisconsin

• Prepare an estimated calculation of regular and alternative minimum taxableincome, post the sale of assets, to determine if a hold back of cash is needed topay 2017 income taxes

Clark Nuber assumes the following: • Clark Nuber will have access to Moss Adam’s workpapers supporting the prior

year tax filings, tax fixed asset software and their tax preparation software• State income and franchise tax returns will be filed in the same state jurisdictions

as 2016• Tracking of fixed assets, including additions and deletions, will be provided by

Door to Door Storage, Inc.’s personnel. Clark Nuber will calculate depreciationexpense for regular and alternative minimum tax purposes

EXHIBIT ACase 16-15618-CMA Doc 322-1 Filed 10/10/17 Ent. 10/10/17 14:42:40 Pg. 1 of 10

Jason Stiles, Director Door to Door Storage, Inc. September 25, 2017 Page 2

• State tax apportionment workpapers will be prepared by Door to Door Storage, Inc.

Out of Scope Services

• Federal and state income tax consultation regarding the tax impact of debt forgiveness

• IRC Sec 382 consultation regarding the availability to utilize prior year NOL’s for federal and state income tax purposes due to a change in ownership

• Correspondence to federal or state tax notices The returns will be prepared from information provided by the Company without verification by us, although we may ask for clarification of certain information. Our work is not designed, and cannot be relied upon, to disclose fraud, defalcations or other irregularities or material misstatements, should any exist. It is the Company’s responsibility to provide all the information required for the preparation of a complete and accurate return. You should review the return carefully before you sign and file the tax return. We may provide you with a questionnaire or other document requesting specific information. Completing those forms will assist us in preparing the Company’s corporate income tax return. The Company represents that the information you are supplying to us is accurate and complete to the best of your knowledge and that you have disclosed to us all relevant facts affecting the return. We will not verify the information you give us; however, we may ask for additional clarification of some information. The Company may be responsible for reporting certain foreign, state and local taxes as well as reporting other information to various state and federal regulatory agencies involved with labor and employment, environmental and securities matters. Consultation on these particular matters is outside the scope of this engagement. We will provide a Foreign Tax Reporting Questionnaire during the tax return preparation process. It is your responsibility to complete this questionnaire as accurately as possible. Our analysis of whether you have certain foreign reporting obligations required to be disclosed on your US Federal Income Tax Return will be based on the answers you provide in the Foreign Tax Reporting Questionnaire. Foreign reporting obligations include, but are not limited to:

Case 16-15618-CMA Doc 322-1 Filed 10/10/17 Ent. 10/10/17 14:42:40 Pg. 2 of 10

Jason Stiles, Director Door to Door Storage, Inc. September 25, 2017 Page 3

• Form 5471, Information Return of US Persons with Respect to Certain Foreign Corporations;

• Form 8865, Return of US Persons with Respect to Certain Foreign Partnerships; • Form 8858, Information Return of US Persons with Respect to Foreign Disregarded

Entities, and • FinCEN Form 114, Foreign Bank Account Reporting Form.

The failure to file certain foreign informational tax forms not only keeps the statute of limitations open indefinitely on the entire US Federal Income Tax Return, but also carries substantial monetary penalties. For example, there is an automatic assessment of $10,000 for each year that a Form 5471 is delinquent. The monetary penalties may vary by form. In the event foreign filing obligations arise in the current year and you chose not to do such filings, we will need to withdraw from the engagement, as we would be unable to sign the tax return. Furthermore, it is your responsibility to disclose to us whether you have knowledge of delinquent foreign filings in prior years. If so, we are available to discuss alternatives that allow you to become fully compliant with respect to your foreign filings. You will be responsible for the final decision on how to resolve any delinquent foreign filings. We do not now, nor will we in the future, provide investment advice in connection with the provision of tax services. Investment decisions must be made solely by the Company or by the Company in conjunction with others who hold themselves out as investment advisors or financial planners. However, subject to agreeing in advance to do so, we will review the tax consequences of potential investments at the Company’s request. We accept responsibility to advise the Company only on such matters for which we have been expressly engaged, in writing. If you should have any questions or comments regarding the scope of our services, which you have engaged us to undertake, please correspond with us immediately. We will be happy to work with you to define the scope of our services and to confirm that scope of services in writing in an addendum to this engagement letter signed by all parties. However, the Company agrees we are not now or at any future date in any sense responsible for services (or the effects, if any, to you for not having such services performed by Clark Nuber) for which we have not been expressly engaged in writing. Fees


Jason Stiles, Director Door to Door Storage, Inc. September 25, 2017 Page 4 Our fee estimates are based on the anticipated hours required to provide the services requested and include direct involvement of senior executives on the account. Based on our meeting and the information provided to us, our initial estimates of professional fees as follows:

• Preparation of the U.S. Corporate Income Tax Return (Form 1120)

for the year ending December 31, 2017 or date of complete liquidation $ 7,500

• Preparation of the state income and franchise tax returns for the following state and local jurisdiction: Alaska, Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Massachusetts, Maryland, Michigan, Minnesota, Missouri, New Jersey, New York (CT-3 and CT-3M), North Carolina, Oregon, Pennsylvania, Texas (Franchise Tax Public Information Report and Franchise Tax Report), Utah, Virginia, and Wisconsin ($1,000 per state filing) $24,000

• Prepare an estimated calculation of regular and alternative minimum taxable income, post the sale of assets, to determine if a hold back of cash is needed to pay 2017 income taxes. Time and materials

Our fees for out of the scope services discussed above will be billed at an hourly rate based on the level of the professional providing the services. Our current standard hourly billing rates by level of experience and expertise are as follows:

• Shareholder/Principal $395 • Senior Manager $285 • Senior $190

The fee estimate does not include out-of-pocket costs, which will be billed as incurred. Generally, we progress bill monthly for services rendered. Our invoices are due 30 days after the invoice date and a finance charge of 1% per month accrues on the past due balance. Clark Nuber shall have the right to halt or terminate entirely its services under this engagement letter until payment is received on past due invoices, regardless of any filing or other deadline the Company may have.


Jason Stiles, Director Door to Door Storage, Inc. September 25, 2017 Page 5 Disclosure and Use of Taxpayer Information Clark Nuber has a strict internal policy with regard to the disclosure of taxpayer information. We have always held such information in high confidence. New rules were promulgated by the IRS in 2008 to protect the disclosure and use of taxpayer information beginning on January 1, 2009 and thereafter. Since then, Clark Nuber continued to treat taxpayer information just as confidentially as we have in the past. In accordance with these rules, in no case will we disclose the Company’s income tax return information to anyone in any location outside the United States, to another tax return preparer outside of our firm for purposes of a second opinion, or to any other third party for any purpose other than to prepare the Company’s income tax return without first receiving the Company’s consent. The new rules still allow us to provide information to affiliates of the firm or other third party service providers who assist us in connection with the preparation of the Company’s income tax return (i.e. an outside processing service and/or software vendor). These affiliates or third parties perform services or functions for us pursuant to a contractual agreement which prohibits them from disclosing or using the information other than for the purposes for which the information was provided. We will also provide your name and address to our third party newsletter distributor so that you can receive the Clark Nuber Newsletter. Electronic Communications By your signature, you authorize us to transmit, update and store information electronically and to transmit your information over the Internet. We may use a secure Internet portal for document transfer and collaboration with your personnel. It is your responsibility to notify Clark Nuber when the Company’s authorized portal users should no longer have access to the portal. If the Company has unique security needs, a discussion should be held with our Director of IT prior to the engagement. Clark Nuber’s Privacy and Confidentiality Statement and Security Overview are available on our web site. Document Retention and Security We will retain our own workpapers including the tax return for at least 7 years so that we may better assist you with your professional needs, and in some cases, to comply with legal requirements. The Company agrees we are free to destroy such records at our sole discretion after that 7-year period without any notice to the Company.


Jason Stiles, Director Door to Door Storage, Inc. September 25, 2017 Page 6 Other Terms and Conditions The Company agrees to cooperate with Clark Nuber in the performance of services under this engagement letter and shall provide timely access to and use of the Company’s personnel, facilities, equipment, data and information to the extent necessary for Clark Nuber to perform the services under the engagement letter. The Company understands and agrees that failure to do so may adversely affect Clark Nuber’s ability to provide services including, but not limited to, the timely filing of the Company’s income tax return or the extension of such tax return. The Company agrees that they will be solely responsible for the timely filing of the Company’s income tax return and any IRS interest or penalties for failure to do so. If the Company does not provide us with the information we request in a timely manner, refuses to cooperate with our reasonable requests or misrepresents any facts, we have the right to withdraw from this engagement in our own discretion. Our withdrawal will release us from any obligation to complete the Company’s income tax return and will constitute completion of our engagement. The Company agrees to compensate us for our time and out-of-pocket expenses through the date of our withdrawal. Treasury regulations under IRC section 6011 require taxpayers to disclose to the IRS their participation in “reportable transactions.” The term “reportable transaction” means any transaction with respect to which information is required to be included with a return or statement because, as determined under regulations prescribed under section 6011, such transaction is of a type which the Secretary determines as having a potential for tax avoidance or evasion. A penalty is imposed on any person who fails to include on any return or statement any information regarding a reportable transaction that's required under Code Sec. 6011 to be included with the return or statement. The penalty is $10,000 for natural persons and $50,000 for others (increased to $100,000 and $200,000 if a “listed transaction” is involved.) The term “listed transaction” means a reportable transaction which is the same as, or substantially similar to, a transaction specifically identified by the Secretary as a tax avoidance transaction for purposes of section 6011. It is the Company’s duty to inform Clark Nuber of any transaction involving or affecting Clark Nuber’s services in this engagement that is required to be disclosed as a reportable transaction to the IRS or to any state or other jurisdiction adopting similar or analogous provisions. Consultation on these particular matters is outside the scope of this engagement and shall be handled under a separate engagement. The Internal Revenue Code and regulations impose preparation and disclosure standards with noncompliance penalties on both the preparer of a tax return and on the taxpayer. All positions taken on the tax return must meet the substantial authority standard. To


Jason Stiles, Director Door to Door Storage, Inc. September 25, 2017 Page 7 avoid exposure to these penalties, it may be necessary in some cases to make certain disclosures in the tax return concerning positions taken on such tax return that do not meet these standards. If we conclude that we are obligated to disclose a position to the taxing authorities and the Company refuses to permit the disclosure, we reserve the right to withdraw from the engagement and the Company agrees to compensate us for our services to the date of withdrawal. Our engagement with the Company will terminate upon our withdrawal. We strive to find opportunities for our clients if adequate support exists in fact and law. However, we do not represent or promise that the Company’s tax liability will be limited to that reported on any return. Tax returns are subject to examination by various taxing authorities, and we do not guarantee that these authorities will agree with positions taken on the return as filed. Payment of any additional tax, interest or penalties assessed as a result of an examination or otherwise are the Company’s responsibility, not that of Clark Nuber. We would be available to represent the Company, under a separate engagement, if the Company’s tax return should be examined by the taxing authorities. However, we will only represent the Company upon your express request that we do so. The IRS permits the Company to authorize us to discuss, on a limited basis, aspects of the Company’s tax return with an IRS representative for one year after the return’s due date. The Company’s consent to allow such a discussion by us is evidenced by checking a box on the return. Unless you tell us otherwise, we will check that box authorizing the IRS to discuss the Company’s tax return with us. Note that this authorization does not allow us to represent the Company before the IRS and is merely for purposes of responding to the IRS with regard to any potential missing information, mathematical errors, return preparation questions, and/or obtaining return processing information from the IRS. Certain communications involving tax advice are privileged and not subject to disclosure to the IRS. By disclosing the contents of those communications to anyone, or by turning over information about those communications to the government, the Company, its employees, or agents may be waiving this privilege. To protect this right to privileged communication, please consult with us or the Company’s attorney prior to disclosing any information about our tax advice. Should the Company decide that it is appropriate for us to disclose any potentially privileged communication you agree to provide us with written, advance authority to make that disclosure. Should we receive any request for the disclosure of privileged information from any third party, including a subpoena or IRS summons, we will notify the Company. In the event the Company directs us not to make the disclosure, the Company agrees to hold us harmless from any expenses incurred in defending the privilege, including, by way of illustration


Jason Stiles, Director Door to Door Storage, Inc. September 25, 2017 Page 8 only, our attorney’s fees, court costs, outside adviser’s costs, or penalties or fines imposed as a result of your asserting the privilege or your direction to us to assert the privilege. This engagement may be terminated by either party at any time by giving written notice to the other party not less than thirty calendar days before the effective date of termination. In the event of termination pursuant to this paragraph, the Organization agrees to compensate Clark Nuber under the terms of this letter for services performed and expenses incurred through the effective date of termination. The limitation of liability, indemnification, mediation, choice of law, and choice of forum provisions set forth in this letter shall survive termination of this engagement. The Company and Clark Nuber believe that most disagreements can be resolved to mutual satisfaction in a friendly, non-threatening environment. While the Company and Clark Nuber do not expect there to be any problems with the relationship, misunderstandings can occur. Therefore, the Company and Clark Nuber agree that any dispute arising under or relating to the services provided pursuant to this agreement (including the scope, nature and quality of services performed by Clark Nuber, its fees and any other terms of this agreement) shall be submitted to mediation before either party to this agreement starts litigation in any form. An impartial third party acceptable to both the Company and Clark Nuber shall be appointed to mediate. The Company and Clark Nuber shall pay an equal percentage of the mediator’s fees and expenses. The mediation shall be confidential in all respects, as allowed or required by law. LIMITATION OF LIABILITY: Company agrees that Clark Nuber and its personnel shall not be liable to it for any actions, claims, liabilities, costs, expenses or losses alleged to arise from or actually arising or resulting from or relating to the services performed by Clark Nuber for an aggregate amount in excess of the total fees paid by the Company to Clark Nuber for services provided by Clark Nuber under this agreement. The parties to this agreement expressly agree that this limitation of liability provision shall apply to the fullest extent permitted by law, whether by common law (including without limitation contract or tort) or by federal or state statute. The Company further agrees that under no circumstances, including even if a court of law does not enforce the preceding limitation of liability provision, shall Clark Nuber and its personnel be liable to the Company for consequential (including without limitation lost profits and opportunity costs), special, indirect, incidental, punitive or exemplary damages, attorneys’ fees and/or other legal


Jason Stiles, Director Door to Door Storage, Inc. September 25, 2017 Page 9 expense alleged to arise from or actually arising or resulting from or in any way relating to the services provided by Clark Nuber under this agreement. Indemnification for third-party litigation expense. The Company agrees to indemnify and hold harmless Clark Nuber and its personnel from all actions, claims, liabilities, costs, expenses or losses asserted or alleged by any person(s) and/or entity (ies) not a party to this agreement and further alleged to arise from, or actually arising or resulting from or relating to the services performed in this engagement and asserted by such third-party in any action in which Clark Nuber is not named as a party. The Company further agrees to indemnify and hold harmless Clark Nuber and its personnel from any legal expense incurred by them in order to respond to any request for information or documents, including but not limited to by subpoena and/or notice of deposition, relating to the services performed by Clark Nuber in this engagement and requested in any legal proceeding in which Clark Nuber and its personnel are not named as parties. This agreement will be interpreted under the laws of the state of Washington. Venue for any cause of action arising out of or relating to this agreement shall be in the Superior Court of King County, Washington, Seattle Case Assignment area, or, United States District Court for the Western District of Washington, if appropriate under federal law. This engagement letter and any future addendum to it signed by all parties constitutes the entire agreement between Clark Nuber and the Company, superseding all proposals, oral or written, and all other communications, with respect to the terms of the engagement between the parties. The parties intend and agree that this engagement letter and any addendum to it signed by all parties is a fully integrated agreement under Washington law and shall be interpreted as such by a court of law. In the event that any portion of this agreement shall be deemed invalid or unenforceable, the balance of this agreement shall remain in full force and effect. If the foregoing correctly states our agreement with the Company for tax services, please print, sign and return the letter of engagement as soon as possible. Sincerely,

Certified Public Accountants


Jason Stiles, Director Door to Door Storage, Inc. September 25, 2017 Page 10 The services and terms for their performance described in this engagement letter are in accordance with the Company’s requirements and are acceptable to and agreed to by the Company, which has authorized me to sign this Agreement on its behalf. ___________________ Authorized Signature Date


Documents

provide tax and accounting services to the Debtor pursuant