The Bottom Line Concepts Contract

Bottom Line Concepts, LLC's "Consulting Agreement" with Nevada Charter Academies, the operator of Amplus Academy, a K-12 public charter school in Las Vegas, is dated September 7, 2022.¹ The document's own PandaDoc signature certificate shows it wasn't completed until two weeks later: Rachelle Hulet, the school's interim managing director, opened it the day it was sent (September 7) and signed it on September 21, at 5:43 p.m. UTC.² The certificate records only her action; Bottom Line's signature block, a scripted "Josh Fox, CEO," appears to have already been in place when the document went out.³ The contract became public because Nevada's Open Meeting Law required the Amplus Academy Governing Board to post its consent-agenda backup materials before an October 24, 2022 vote, and the five-page agreement rode along inside that packet, next to a security-system maintenance invoice and an architect's fee proposal for a new sports field.⁴

What Bottom Line Agreed to Do

The scope section is short. Bottom Line agreed to use "all commercially reasonable efforts" (not a guarantee) to identify what Employee Retention Credits "may be available" to the client, obtain and analyze payroll data, employer healthcare costs, and disruption records "reasonably necessary to calculate Credits," calculate the available credits, prepare a worksheet and amended tax schedules (defined in the contract as the "Deliverables"), and provide audit support if the IRS ever came asking.⁵ Nowhere in the scope section does Bottom Line represent that it verified the client's underlying eligibility; that qualification shows up four sections later, in the indemnification clause.

Termination, and What Outlives It

The agreement runs "until the completion of Bottom Line's Services and payment of all Fees." Either party can end it on thirty days' written notice.⁶ Four sections are carved out to survive that exit anyway — but only "any termination by Client." The exclusivity clause and the fee clause each repeat the same qualifier: they survive "if such termination was noticed by Client."⁷ A school that walks away from Bottom Line stays bound by the money terms. What happens to those same obligations if Bottom Line is the party that ends the relationship is not addressed in parallel language.Exclusivity:

The Fee Is Owed on Credits Obtained Elsewhere

Upon signing, the client agrees Bottom Line is its "exclusive provider of ERC consultant services" and must "refrain from obtaining any Credits through any other entity, or on its own behalf," without Bottom Line's written consent. Then the tail: "Should Client receive any Credits without using Bottom Line's services, Client shall be required to pay Bottom Line its Fee as though the Credits were obtained pursuant to this Agreement."⁸ The fee attaches to the credit, not to Bottom Line's work product. A school that later filed its own amended payroll tax returns, or hired a different preparer, would still owe Bottom Line 20 percent of whatever came back from the IRS.

The Fee, Including the IRS's Own Interest

The number the board was told is the number in the contract: a "contingency Fee of 20% of all Credits received by Client, including the actual ERC refund and interest paid."⁹ Credits are "deemed received" whether paid out as an actual check or "offset by the IRS against any existing or future tax liability"; a credit applied against a future payroll deposit, with no cash changing hands, still triggers the fee.¹⁰ Payment is due within five days of the client receiving any credit; anything unpaid past that window accrues interest at 1.5 percent a month.¹¹ The 20 percent figure matches what the board's own briefing memo described and sits inside the range that the commission plan of a referral network, iHub, attributes to Bottom Line when recruiting referral partners: 15 to 30 percent of the refund, set case by case.¹² The documents we have record one dated, signed instance of that fee; that instance says nothing about what any other Bottom Line client paid.

Indemnification: Who Carries the Eligibility Risk

Two representations set up the indemnity before the indemnity itself arrives. The client agrees to provide, on request, "complete and accurate documentation sufficient to substantiate Client's eligibility for the Credits," and acknowledges that Bottom Line "is relying solely upon the information and representations provided by Client" and "is not able to independently verify the accuracy of any such information or documents."¹³ From there, the client indemnifies Bottom Line for "all losses, suits, claims, damages, demands, causes of action, liabilities, fines, penalties, costs, or expenses of whatever kind or nature arising from errors or omissions in the information Client provides."¹⁴ Bottom Line's reciprocal promise is tied to its own conduct: it indemnifies the client for losses "arising from any of Bottom Line's willful, intentional, or negligent conduct in performing the Services," and the Services, as § A defines them, include identifying and calculating the available credits.¹⁵ Both promises share one ceiling: "a Party's maximum liability for indemnification under this Agreement shall not exceed the amount of Fees actually paid by Client under this Agreement," with neither side liable for "any consequential, incidental, or indirect damages (excluding Credits)."¹⁶ For a client later facing an IRS demand to repay a disallowed credit with its own interest and penalties, the contractual ceiling on what it can recover from Bottom Line under the indemnity is the size of the check it wrote Bottom Line in the first place.

Audit Support, Defined Narrowly

Bottom Line will refund the portion of its own fee attributable to credits the IRS disallows, but only if given "reasonable notice" of the audit and "the opportunity to provide Audit Support."¹⁷ The contract defines that term itself: Bottom Line "assisting Client and its representatives in connection with an IRS audit... by providing an explanation of the basis for the Credits" — a justification for eligibility, an explanation of the calculation method, and a description of how the client's own data fed into it.¹⁸ The definition stops there. It does not include representing the client before the IRS, contesting a disallowance, or covering any repayment, penalty, or interest the IRS assesses beyond the refunded portion of Bottom Line's own fee. The miscellaneous section draws the boundary in capital letters: "BOTTOM LINE DOES NOT PROVIDE TAX ADVICE, TAX FILINGS, OR CPA SERVICES... AND THEREFORE DISCLAIMS ANY AND ALL RESPONSIBILITY FOR PREPARATION OF A CLIENT'S FEDERAL OR STATE TAX RETURNS."¹⁹

The Power of Attorney

One sentence, buried in the miscellaneous section: "Upon request by Bottom Line, Client shall execute Form 2848, Power of Attorney, for the limited purpose of Bottom Line checking on the status of the Credits."²⁰ Form 2848 is the IRS's standard power-of-attorney form; filing one authorizes a named representative to receive a taxpayer's confidential return information and act before the IRS on whichever matters, tax forms, and years the form specifies.²¹ The contract text frames the purpose narrowly, as status checks, but what any particular Form 2848 authorizes depends on which boxes get checked on the form itself. If the request was ever exercised, we do not have the executed form.

Venue and Arbitration

Disputes go to mandatory arbitration under the American Arbitration Association's Commercial Arbitration Rules, with jurisdiction fixed at "the State of Florida, Miami-Dade County, or the state and county of Client's primary place of business" — Florida, or the client's own home state and county. Both parties "waive all objections to jurisdiction, selection of venue, or the mandatory dispute process," and the prevailing party in any suit recovers its attorneys' fees.²² Governing law throughout is Florida's, where Bottom Line is organized.²³

The Board's Own Summary

The briefing memorandum prepared for the Amplus Academy board described the deal this way: "BC charges a percentage of monies collected (20%). This contract does not cost Amplus any money. If BC is unable to secure the rebate there is no money lost. Counsel reviewed and approved execution of this contract."²⁴ That is an accurate description of the headline number and the no-credit-no-fee structure. It does not mention the exclusivity tail that attaches the fee to a credit obtained some other way, the 1.5-percent-a-month accrual on a late payment, the split in what each side indemnifies the other for, or the Form 2848 request — all four sit inside the same five pages the memo says counsel reviewed.

Notes

Bottom Line Concepts, LLC–Nevada Charter Academies Consulting Agreement ("Agreement"), recital paragraph, dated Sept. 7, 2022, reproduced in the Amplus Academy Governing Board's public meeting packet for the Oct. 24, 2022 meeting, posted under Nevada's Open Meeting Law, NRS 241.020. The contracting party is named "Nevada Charter Academies"; the underlying school is identified elsewhere in the same packet as Amplus Academy. ↩
PandaDoc Signature Certificate, Document Ref. SNAYR-BEOU5-PPAVB-I5YWL: Rachelle Hulet, sent Sept. 7, 2022, 17:51:05 UTC; viewed Sept. 7, 2022, 17:52:21 UTC; signed Sept. 21, 2022, 17:43:59 UTC; "Document completed by all parties on: 21 Sep 2022." ↩
The Agreement's signature page shows a stylized "Josh Fox" signature under "BOTTOM LINE CONCEPTS, LLC," By: Josh Fox, Title: CEO, immediately followed by Rachelle Hulet's signature for "Nevada Charter Academies." The signature certificate lists only Hulet as a tracked signer/action, consistent with Bottom Line's signature having already been affixed to the document before it was sent for countersignature; the certificate does not independently confirm when or how Fox's signature was applied. ↩
Amplus Academy Governing Board, Notice of Public Meeting and Agenda, Oct. 24, 2022 (NRS 241.020), Consent Agenda item 4(c) "Bottomline Concepts Contract"; the same packet includes, among other agenda materials, an Orion Security Solutions maintenance invoice (No. 44703, $29,215.00) and an aRKstudio architectural-services proposal for Amplus's sports-field entitlements ($108,100.00). ↩
Agreement § A ("Engagement; Scope of Services"), items 1–5. ↩
Agreement § B ("Terms"). ↩
Agreement § B; §§ C and D each close with the sentence "This section survives the termination of this Agreement, if such termination was noticed by Client." ↩
Agreement § C ("Exclusive Provider of ERC Services"). ↩
Agreement § D.1 ("Fees"). ↩
Agreement § D.1. ↩
Agreement § D.2–3. ↩
Amplus Academy Governing Board, Briefing Memorandum, Oct. 24, 2022, Agenda Item 4(C); iHub "ERC Opportunity" Commission Plan, p. 1 ("Commissions are Calculated based on the Bottom Line Concepts fee charged to the business which ranges from 15-30% of the refund/grant."), cited only for the fee range iHub attributes to Bottom Line, not for iHub's affiliate-payout structure. ↩
Agreement § E ("Indemnification by Client and Bottom Line"), first two paragraphs. ↩
Agreement § E, third paragraph. ↩
Agreement § E, fourth paragraph. ↩
Agreement § E, fifth paragraph ("Notwithstanding the foregoing..."). ↩
Agreement § H ("Audit Rights and Audit Support"), first two paragraphs. ↩
Agreement § H, second paragraph, definition of "Audit Support." ↩
Agreement § I ("Miscellaneous"), item 1. ↩
Agreement § I, item 2. ↩
IRS, "About Form 2848, Power of Attorney and Declaration of Representative," irs.gov (accessed 2026-07-12): the form authorizes a named representative to receive and inspect the taxpayer's confidential tax information and to act on the taxpayer's behalf before the IRS on the matters, tax forms, and periods the form specifies. ↩
Agreement § I, items 3–5. ↩
Agreement recital paragraph (identifying Bottom Line as "a Florida limited liability company") and § I, item 3. ↩
Amplus Academy Governing Board, Briefing Memorandum, Oct. 24, 2022, Agenda Item 4(C). ↩

Primary sources used in this article

Bottom Line Concepts, LLC–Nevada Charter Academies Consulting Agreement, dated Sept. 7, 2022; completed via PandaDoc Sept. 21, 2022 (Document Ref. SNAYR-BEOU5-PPAVB-I5YWL).
PandaDoc Signature Certificate, Document Ref. SNAYR-BEOU5-PPAVB-I5YWL, showing sent/viewed Sept. 7, 2022 and signed Sept. 21, 2022.
Amplus Academy Governing Board, Briefing Memorandum, "Agenda Item 4 — Consent Agenda," from Rachelle Hulet, Interim Managing Director, to the Amplus Academy Board, Oct. 24, 2022.
Amplus Academy Governing Board, Notice of Public Meeting and Agenda, Oct. 24, 2022 (posted under NRS 241.020).
IRS, "About Form 2848, Power of Attorney and Declaration of Representative," irs.gov, accessed 2026-07-12.