GENERAL POLICIES OF DEAN, DUNN & PHILLIPS LLC 1. FEES, COSTS AND EXPENSES The firm’s objective is to handle your work in the most cost effective manner, consistent with a commitment to provide you with the highest quality of legal services. Charges for the services to be rendered are determined primarily upon the amount of time expended on a particular project although a number of other criteria are also considered. Also taken into account are: - Project magnitude and complexity
- Professional skill and experience required
- Effort and firm resources required
- Deadline and time constraints
- Results obtained
- Preclusion from other engagements
Hourly rates are quoted as a convenient manner for fee estimation for clients. Attorney hourly rates for the types of matters on which you are engaging the firm are generally $200.00 to $300.00 per hour. On some occasions, the firm’s assistant can perform legal assistance work in routine matters. When this occurs, the time is billed at $40.00 to $80.00 per hour. Such rates are dependant upon the nature of the services performed. Hourly rates are a guideline for reasonable charges and are an estimate of charges that you may anticipate. Hourly rates change from time to time. Although there is no single annual review of all hourly rates, you may anticipate that rates usually will not be changed more often than annually, if that often. Because of the tremendous administrative task and expense that would be involved in advising all of the firm’s clients each time any rate is raised or lowered, the firm reserve the right to change hourly rates without notice. Statements for services will also reflect charges for costs and expenses advanced or incurred by the firm on your behalf, including photocopies, long distance charges, computer assisted legal research and modeling, telex, telegrams and related items, delivery and courier services, filing and recording fees, deposition and transcript fees, travel expenditures, printing and bindery charges, fees of associated attorneys or other professionals and other similar charges. The costs disbursed on your behalf will be itemized for you on your statement, and you may request further detail from us. Generally, you will be expected to pay directly for significant filing fees, expert fees, appraisal costs and similar direct payments to others. In the event that such items are advanced on your behalf, you will be expected to reimburse the firm promptly for the expenses. In some instances, it may be advisable to obtain assistance from other attorneys or professionals not employed by the firm. If this appears to be advisable, your prior consent and approval will be sought and you will ordinarily be expected to pay those persons directly. In such cases, you will be billed directly by those persons unless other arrangements are made. If you have paid a retainer to this firm, that amount will be placed in the clients' trust account, and will be drawn upon when an invoice is sent to you. You will be billed for all costs, expenses, and services approximately monthly. Invoices will summarize the nature of the work performed during the billing period on a day-to-day basis. Upon receipt of an invoice showing that a charge has been made against the retainer, it will be necessary for you to pay an additional retainer to us in an amount sufficient to bring the retainer back up to the full retainer amount. In some billing periods, charges may exceed the amount of the retainer and in such event you will be required to pay promptly the excess charges plus restore your retainer.
2. LATE CHARGES
Our statements are due and payable within thirty (30) days after their transmittal to you. All accounts which have been outstanding more than sixty (60) days from the invoice date will be assessed a monthly late charge equal to 1.5% of the amount of past due fees, costs and previous late charges. Expressed as an interest rate, the late charge is equivalent to an annual percentage rate approximating 19.6%. Although our bills are dated as of the first day of each month, the actual billing cycle is a little later (bills are usually mailed between the 1st and 10th), so the actual time lag between our transmittal of your invoice and the imposition of any late charge will usually be between 54 to 57 days. 3. UNPAID CHARGES It is specifically agreed that if at any time any invoice rendered by this firm to you for legal services and expenses remains unpaid for any reason longer than thirty (30) days, the firm shall have the right to discontinue performance of further legal services, to withdraw as your attorney, or both, regardless of any event or proceeding which may then be pending unless a subsequent written agreement has been reached with respect to the unpaid charges. If the firm is required to take steps to collect any outstanding sum owed the firm by you, you will be obligated to pay all costs incurred by the firm in collection, including reasonable attorneys' fees. 4. TERMINATION OF REPRESENTATION Either of us may terminate the firm’s representation of you by giving the other ten (10) days prior written notice subject to any applicable outside limitation such as the need for court approval for my withdrawal. In the event of termination of the firm’s representation by you or the firm, you will be responsible for unpaid fees and disbursements you incurred and for court costs and attorneys' fees incurred in the collection of unpaid amounts. 5. ARBITRATION OF ANY DISPUTES It is agreed that any dispute which may arise regarding the firm’s representation of you, including collection of amounts owed for services rendered and any dispute whatsoever which you may have with this firm or any claim against this firm or any person, employee or legal assistant employed by this firm which arises out of my furnishing legal services to you, shall be resolved solely by submitting such matter or matters to binding arbitration in Denver, Colorado, in accordance with the rules then in effect of the American Arbitration Association. A decision in any such arbitration shall be binding and may be enforced in accordance with Colorado law. 6. CONFLICTS OF INTEREST It must be recognized that the firm is not in a position to represent conflicting interests of different clients. Upon accepting any new client or new matter, we attempt to determine whether the engagement would present a conflict with any other matter pending of any other client. Because we perform work for a number of clients, conflicts between the interests of various clients may be discovered after the engagement is undertaken or may develop during the representation. Upon the discovery of any such conflict of interest, we will immediately inform you of the conflict and will endeavor to work with you toward a resolution which is acceptable. However, if the conflict can be resolved only by withdrawing as your counsel, the firm’s obligation to you as a result shall be limited solely to working with you to find an acceptable replacement. In such event, we shall be entitled to be compensated for all services performed, including time spent working with you to resolve the conflict, in accordance with this Agreement. If the firm is engaged by an organization which is the issuer of securities, unless clearly stated otherwise, it is the issuer which is the client of the firm. Therefore, the firm will prefer the interests of the issuer to the interests of any individual member of management or any security holder of the issuer. If a conflict arises between the issuer and any such individual or any security holder of the issuer, such person must understand that the firm is not representing such person in his or her individual capacity. The firm shall be entitled to continue to represent the issuer notwithstanding the conflict and each individual may be represented by other counsel. It also needs to be specifically recognized by a legal entity on behalf of which this firm is engaged, that there is a potential conflict of interest between that of the entity and its management, officers and directors. In connection with our engagement by the entity, we may be advising the individuals from time to time with respect to their relationship as officers, directors or members of the entity. As our representation will primarily be on behalf of the entity, it may be appropriate for each individual, either individually or together, to have separate counsel in connection with matters as to which there may be conflicting interests. Each individual who is an owner, organizer, manager, director or officer should be aware that the attorney-client privilege for communications made during our engagement on behalf of an entity would not be available to an individual in the event that litigation were to arise involving the individual. If at any time any person decides that his or her individual interests should be represented separately, we should be notified at once. If a dispute should develop in the future between any individual and the entity, this firm shall be authorized to continue to represent the entity; and the individual, in his or her individual capacity, will engage their own attorney. 7. OWNERSHIP OF FILES AND RECORDS Except as to original records or any records or files which the firm accepts upon the understanding that they belong to you, it is hereby agreed that all files, copies of documents, correspondence or other materials which the firm accumulates in connection with your representation, including copies of materials filed with any regulatory agency, shall be the property of this firm. Upon termination of my representation of you and full payment of amounts due this firm, the firm will, at your request or with our approval, return to you any property belonging to you and all files relating to our representation of you except (a) private notes of our employees and (b) any files relating to a securities offering or issue which, as a matter of firm policy, are retained by us for a minimum of three (3) years following completion of the offering. However, we will make and provide to you a copy, at your expense, of any material in the file except private notes of the firm’s employees. The firm will be entitled to, and you hereby grant to it, any and all rights and privileges of an attorney’s lien with respect to any property owned by you, files in our possession irrespective of ownership and monies received by us in connection with the firm’s representation of you. You shall be required to provide to us written authorization to transfer any property belonging to you to a third party. Copies of the firm’s files and other materials accumulated by the firm during its representation of you will be made available to you at your expense; however, it is specifically agreed that this firm shall have the right, at its discretion, to dispose of these files at such time that we determine that they need not be retained any longer. After such destruction, our files will no longer be available. 8. MISCELLANEOUS If requested, we will endeavor to assist you in evaluating the potential results of any matter upon which we provide representation, but our evaluation of results should not at any time be considered a representation or guarantee of the ultimate outcome. You agree to indemnify and hold this firm and its employees harmless from any liability which may be incurred because of any information which you knew or should have known but failed to provide to us in connection with a matter in which we represented you. The fee and representation arrangements described in these policies will extend to all matters where we represent a client. If this arrangement is not acceptable to you, we can endeavor to discuss other arrangements prior to commencing work for you. Otherwise, you should review and sign one copy of an engagement letter provided to you to permit the firm to begin work on your behalf.
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