WA - EP | OBLS2023

Work Agreement - Estate Planning

DESCRIPTION OF MATTER(S)

The Client (You) hereby employ the Law Firm (O'Rourke Law Firm) to represent your interest in connection with:

ESTABLISHING, MAINTAINING, and ADMINISTERING an ESTATE PLAN and the planning for and resolving of tax matters related to the Client, held by the Internal Revenue Service or States of Colorado or Nebraska. Law Firm will perform these tasks solely at the direction of the principals of the Estate Plan.

MATTER(S) DOES NOT INCLUDE LITIGATING CONTESTED MATTERS. In certain circumstances Law Firm may appear to facilitate resolution prior to contested hearings or trials. Law firm will help the Client consider, hire, and direct litigation counsel in contested matters. This Agreement may be amended – BUT ONLY BY WRITTEN AGREEMENT OF THE CLIENT AND LAW FIRM - to include litigation.

TERMS OF REPRESENTATION

2. Scope of Representation: The Law Firm is the legal representative of only the Client. Any acts by the Law Firm in Matters are only in the best interest of the Client and do not create an attorney-client relationship between the Law Firm and any other persons or entities. All communication between the Client and the Law Firm are protected by the attorney-client privilege unless waived by the Client. Whether via electronic means or in person, the Attorney-Client Privilege protects conversations between the Law Firm and the Client. Client must provide all details and facts about Matters even if they may be harmful to the Client.

The Law Firm may contract with third-parties who provide professional services outside the scope of the Law Firm’s area of expertise. Such examples are financial planners, accountants, and insurance providers. The Client authorizes the Law Firm to the share information with the third-party contractors of the Law Firm to the extent it will not abridge the Attorney-Client Privilege. The Client will not be obligated to continue contractor services after the end of representation and may have the Law Firm work with the Client’s professional service providers instead of the contractors. Client is responsible for any costs, fees, and expenses incurred by third-party contractors.

3. Conflicts of Interest and Contract Attorneys: It is the Law Firm’s obligation to represent the Client and avoid any conflicts of interest. A full conflict of interest investigation will take place prior to further representation. The Law Firm may hire Contract Attorneys who are not affiliated with the Law Firm to handle aspects of Matters that are outside the Law Firm’s normal course of representation. Client agrees to pay for any fees and costs of the Contract Attorney even when the fees or costs may be more than is charged by the Law Firm.

4. Acts of the Law Firm: Under this agreement, the Law Firm has the exclusive right to take all legal steps that it deems necessary to enforce the rights of the Client. However, the Law Firm will not compromise, settle, or close any legal matters of the Client without the Client’s consent. The Law Firm is authorized to take all steps that it deems necessary to properly fulfill its obligations related to the Client’s matters. The Law Firm is authorized to make decisions regarding all other matters it deems appropriate in its professional judgment with regard to representation.

5. Fee arrangements: The Client understands and agrees that the Law Firm is to handle Matters on an hourly rate basis, upon the following terms and conditions:

(a) Fees: Except when paragraph 5(e) is applied, The Client agrees to pay the hourly rate of the attorney who may work on this matter. At the present time, the hourly rates are:

Consultation and Drafting: $250.00/hr. | Court Preparation & Representation: $295.00/hr. | Assistants: $125.00

(b) Fee Adjustments: These rates may be adjusted during any year. Adjustments are made on or about May 25th and email notification of adjustments will be sent to the Client within ten (10) business days of the adjustment. The fee adjustments will be determined based upon the time expended by the Law Firm, who will keep time in one-ten (1/10th) hour increments. The attorney working for the Client is authorized and will apply his professional judgment in determining the rate that is appropriate for any particular task.

(c) Independent Relationship: None of the terms of this agreement are to be construed to create an employer-employee relationship between the Client and Law Firm. The Law Firm shall maintain a separate office and will continue to be work with other clients as the Law Firm sees fit, subject to paragraph 3 of this agreement.

(d) Expenses: The Client agrees to pay all necessary costs and expenses incurred in connection with Clients representation. Such costs and expenses include those related to document preparation, but not limited to: drafting, revising, researching, and consulting on said documents. Such costs and expenses also include litigation costs and expenses related to expert fees (including fees for testimony and conferences), preparation for trial, trial, post-trial motions, filing fees, cost of service, summons and subpoenas, court reporting, exhibits, and investigation expenses that have been forwarded by Law Firm on behalf of Client. The Client also agrees to pay for general office expenses associated with its representation including, but not limited to, xeroxing, long-distance telephone charges, telecopies, and the like. On request, an accounting will be made for all disbursements made on Client’s behalf. Expenses may include fees and expenses of third-party contractors and such fees and expenses shall be attached to Law Firm invoices whenever payment is appropriate.

(e) Project Budget: At times, the Client and Law Firm may establish a Budget for certain Project(s). That Budget shall apply only to that Project and the Law Firm shall in its best efforts define the scope of the project in the Budget. Budget fee adjustments may be required if unforeseen issues, as determined by Law Firm, arise that relate to completion of the budgeted project. Law Firm shall do everything in its power to stay within the Budget. If no budget has been established, all work will be done on an hourly-rate basis.

INVOICES AND PAYMENT

6. The Law Firm will provide itemized bills of its services and expenses, which the Client will pay.

(a) Invoices: The Law Firm will prepare and e-mail Invoices within a reasonable time after the completion of a Project or by the third (3rd) of each month, for general billing, for the prior months outstanding billing.

(b) Application of Payments: Any funds retained by the Law Firm shall first be applied toward past Invoices, then current Invoices, with the remaining Retainer, if any, to be applied to future Invoices (held in Trust). Any amount due after application of the Retainer shall be paid within 14 days of receipt of the Invoice. If some or all Fees and Expenses are to be paid by or recoverable from a 3rd Party, Client acknowledges that Client remains responsible for all Fees and Expenses until such 3rd Party pays the same and Client shall pay the same in the manner stated herein.

(c) Terms of Payment: The Client will pay the Law Firm's invoice upon receipt. Any Retainer will be applied at the time of creation of the Invoice. The Client will have 7 days after receipt of an Invoice to dispute or request additional information regarding any billing entry on that Invoice. The Client must pay the Invoice in full within 14 days of receipt, unless the Client is on another form of payment arrangement (i.e. monthly payments, etc.). If the Law Firm has credit card or other payment information on file, it may charge the Client using such information after providing 14 days notice.

(d) Right of Withdrawal: : If any Invoice remains unpaid 30 days after the date of the Invoice, the law firm will have the unconditional right to decline to provide further Services and withdraw from further representation.

(e) Interest: The Client agrees to pay interest for any sums due unpaid after 30 days of the date of the Invoice. The Law Firm shall charge interest thereon at the rate of 12% (8% prior to July 1, 2024) per year until the outstanding balance is paid in full. Notice to Client that interest has started to accrue is not required.

(f) Retainer: The Client will maintain a positive retainer balance with the Law Firm from which the Law Firm may draw any reasonable fees and expenses. The Law Firm shall maintain a Trust Account to hold any unearned retainer until earned or until the Client requests, in a written document, the return of the unearned balance. The Client is required to maintain a minimum balance of $500.00 and the Law Firm will notify the Client of when the retainer balance drops below $500.00. Client will deposit either the remaining balance for any Project(s) or $1,500.00 as general retainer within 14 days, unless on a payment arrangement (i.e. monthly payments, etc.). Interest is not earned on any retainer held by the Law Firm.

(g) NO GUARANTEE. Client acknowledges that the Law Firm has made no promises about the total amount of attorney's fees and costs to be incurred, including when creating a Project Budget, by Client under this Agreement.

TERMINATION AND FINAL PAYMENT

7. This agreement can be terminated at any time, for any reason, by either the Client or the Law Firm.

(a) Notice: The terminating party will give written notice to the other party. Notice will be effective upon receipt or by attaching the written notice (in letter form) to an email directed to the active email address of the other party at the time of termination.

(b) Complete Payment: The Client will pay the Law Firm for all services rendered and costs and expenses incurred before termination and for any work the Law Firm does to close and transfer the Client’s files.

EFFECTIVE DATE

8. Effective Date: This agreement is effective when (1) signed or when the Client signs a Payment Form and (2) the Client has paid the Initial Retainer payment.

MISCELLANEOUS

9. Amendment or Waiver: Any provision of this Agreement may be amendment or waived but such amendment or waiver shall become effective only when reduced to writing and signed by the parties hereto. A waiver by any party of any provision herein shall not constitute a waiver of such provision with respect to any subsequent act or omission regarding such provision or other provision contained herein.

(a) Construction: Throughout this Agreement, the masculine, feminine or neuter genders shall be deemed to include the masculine, feminine and neuter and the singular, the plural, and vice versa. The headings of the Sections of the Agreement are for reference only and do not limit, expand or otherwise affect the contents of the Agreement.

(b) Notices: Except as otherwise specified, all communication regarding this Work Agreement and the Matters covered by it shall be in writing and shall be deemed delivered when received by the receiving party by first class mail or by email. OBLS prefers to communicate via email but will utilize other means of communication as directed by the Client or as appropriate under the circumstances.

(c) Severability: If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

(d) Entire Agreement: This Agreement supersedes any and all other agreements either or in writing between the parties with respect to the subject matter of this Agreement, and contains all the covenants and agreements between the parties with respect to said matter.

(e) Counterparts: This Agreement may be executed by the Parties in any number of counterparts, including by way of e-signature (via RightSignature), facsimile or email, by reference, and each of which shall be deemed to be an original and all of which, collectively, shall be deemed to be one and the same instrument. The Client shall send his, her, or its ink signatures, if applicable, to: O’Rourke Law Firm, LLC, 1355 S Colorado Suite C502 Denver, Colorado 80222 within thirty (30) days of signing this Agreement.

(f) Governing Law: This Agreement shall be subject to and governed by the laws of the State of Colorado or Nebraska, wherever the Client lives at the start of representation. The clients move to any other state shall cause the laws of the State of Colorado to be binding. For Nebraska Clients: The parties may agree to enforce this Agreement using the NSBA Fee Arbitration Program.

(g) Binding Effect: This Agreement shall be binding not only upon the parties hereto, also upon their heirs, executors, administrators, successors or assigns; and the parties hereby agree for themselves and their heirs, executors, administrators, successors or assigns, to execute any acts which instruments and to perform any acts which may be necessary or proper to carry out the purpose of this Agreement.

(h) Storage of Data and Destruction of File: The Law Firm attempts to store all information, documents, and other data by electronic means only. The Law Firm will attempt to return all original, ink signatures or other data to the Client within a reasonable time and will utilize the electronically stored data in its representation of the Client. From time-to-time, the Law Firm shall keep original or ink data and documents for immediate use. However, if returned to the Client, the Client is responsible for all storage-related risks. Client shall keep all original, ink signatures as long as representation by Law Firm continues, unless otherwise directed. Client understands and hereby acknowledges that, within seven years of the date on which this agreement is terminated or the close of work by Law Firm for Client and the Law Firm advises the Client that its file for the matter has been "closed," the Law Firm may in its sole discretion dispose of or destroy any of the files that it kept or maintained for the Client; provided, however, clients may take possession of the files rather than have them destroyed. If OBLS is subpoenaed or required to engage in any legal action involving the Clients file, the Law Firm shall be for its time at his or her then current Fee rate and costs. Client shall pay such Fees and costs if no other form of compensation is available.

(I) Right to have Reviews: By signing this agreement, the Client understands that the right to have an independent attorney review this agreement has been provided.

(j) Fact Witness and Work After Death or Dissolution of Client: If at any time an OBLS attorney is required to be a fact witness it will be the obligation of the Client to compensate that attorney for time and expenses at his or her then current Fee rate, if no other form of compensation is available. If the Client has passed away or is being administered elsewhere and the Law Firm is required to perform any legal or non-legal work on behalf of the Client (including being a Fact Witness) the Law Firm shall be compensated for time and expenses at the then current Fee rate.

(k) Communication: OBLS will utilize all electronic means necessary to facilitate communication with Client, which may include confidential and privileged information. If Client would prefer other forms of communication regarding confidential and privileged, please contact the Law Firm office to make arrangements. It is most effective to set a meetings via the Law Firm’s website.

(l) Attorney Incapacity or Death: If your attorney at OBLS becomes disabled, impaired, incapacitated or unexpectedly passes away, office staff or OBLS’s Assisting Attorney will contact you and provide you with information about how to proceed. The Assisting Attorney is not necessarily a member or attorney at OBLS but is available to assist you in protecting your legal rights in the Matters. The Assisting Attorney will have access to your Matters files and may bill you for the assistance provided. The Assisting Attorney is required to follow the same rules as OBLS regarding Conflicts of Interest and Confidentiality. You are not required to retain them as new counsel.

Exhibit A – Representation

Marriage and Civil Unions

While it is customary for a couple to employ the same law firm to assist them in planning their estate, ethical rules governing all lawyers, nevertheless, limit our ability to represent multiple clients. We may not, for example, jointly represent a married couple whose interests are directly adverse, unless (1) we reasonably believe our services will not adversely affect our representation of either party, and (2) both parties consent after consultation regarding the advantages and risks involved. It is possible that our joint representation of both of you together could require us to withdraw as your counsel and recommend that each of you consult separate counsel in the future. This is consistent with our professional ethics.

We have discussed with you the differences between “joint” and “separate” representation, including the fact that if you were represented separately you would each have an advocate for your position and information given to your own lawyer would remain confidential and unobtainable by your spouse.

Marriage, in our opinion, does not necessarily cause spouses’ interests to be adverse. However, spouses can have differing, and sometimes conflicting, interests and objectives regarding their estate planning. For example, they may have different views on how property should pass after the death of one or both of them. In addition, we may recommend in some cases that property ownership be changed to take advantage of available tax benefits which may involve gifts from one spouse to the other. Such gifts may affect the classification under applicable law of the property transferred which in turn may affect the division of such property in the event of a divorce, unless the estate plan also includes a marital property agreement.

Since the information you have provided so far suggests no indication of differences that would result in a conflict, we agree to represent you jointly, with the understanding that the following ethical considerations will apply:

1) In a joint representation, we cannot serve as advocate for one of you against the other. When we represent you jointly, matters that either of you discusses with our firm are not protected by the attorney-client privilege from disclosure to the other person. In order to properly represent you both, therefore, we cannot agree with one of you to withhold information from the other. We will assist both of you jointly to develop a coordinated estate plan that is acceptable to both of you. Generally, matters that you discuss with us will be protected from disclosure to third parties, except with your consent or as we may be required to disclose by law or rules governing professional conduct. For instance, in the event of a will contest, we may be required to testify regarding the communications and circumstances surrounding the making or execution of your will.

2) If there are differences of opinion between you about your proposed estate plan, we may point out the pros and cons of such differences; however, the ethical rules prohibit us, as the lawyers for you both, from advocating one of your positions over the other.

3) If a conflict between you does arise that, in our judgment, renders it impossible for us to continue to represent you jointly, we must withdraw as your joint attorney and advise you to obtain separate counsel.

4) Upon the death of either of you, the survivor’s statutory rights to a share of the deceased spouse’s estate may differ from, or be greater than, the rights granted to the survivor by the deceased spouse’s estate plan. In this or similar cases, lawyers are compelled by the ethics of their profession to counsel the surviving spouse regarding his or her statutory rights.

In addition to the above ethical considerations, please be aware that we do not keep original estate planning documents in our files. Original documents will be returned to you. We may keep a paper copy or a scanned copy of your file; however, please understand that such copies may be destroyed seven years after completion of the work stated in this agreement.

Once your estate planning documents have been executed, our representation of you with respect to the scope of work we have identified in this communication will come to an end. We will, of course, be pleased to have the opportunity to represent you again if the need arises. You should be mindful of the fact that the nature and extent of your assets will change in the future. The services we are providing you as described above will be based on your current estate planning goals and the present state of the law. However, the tax laws may change in the future, in which case your estate planning documents may need to be revised. Although we may, from time to time, send you general updates regarding changes in the law, because of the large number of clients we represent, we cannot undertake to advise you if changes in the law occur that affect your specific estate plan, nor will we review your file annually or on any other regular basis. Accordingly, we recommend that you call us or another attorney if your estate changes in size or type of assets, if your estate planning goals change, or if you read about changes in the law you think may affect you. We will then be happy to advise you if we think changes are called for.

Our maintenance plans are considered opportunities for you to actively engage our Law Firm in updating your Estate Plan. It does not create a duty on the Law Firm to update your Estate to meet the requirement of current laws.

Non-Marriage or Non-Civil Union Couples

While it may be common for couples in committed relationships to employ the same law firm to assist them in planning their estates, ethical rules governing all lawyers nevertheless limit our ability to represent multiple clients. We may not, for example, jointly represent a couple whose interests are directly adverse, unless (1) we reasonably believe our services will not adversely affect our representation of either party, and (2) both parties consent after consultation regarding the advantages and risks involved. It is possible that our joint representation of both of you together could require us to withdraw as your counsel and recommend that each of you consult separate counsel in the future. This is consistent with our professional ethics.

Significant others can have differing, and sometimes conflicting, interests and objectives regarding their estate planning. For example, they may have different views on how property should pass after the death of one or both of them.

1) In a joint representation, we cannot serve as advocate for one of you against the other. When we represent you jointly, matters that either of you discuss with our firm are not protected by the attorney/client privilege from disclosure to the other person. In order to properly represent you both, therefore, we cannot agree with one of you to withhold information from the other. We will assist both of you jointly to develop a coordinated estate plan that is acceptable to both of you. Generally, matters that you discuss with us will be protected from disclosure to third parties, except with your consent or as we may be required to disclose by law or rules governing professional conduct. For instance, in the event of a will contest, we may be required to testify regarding the communications and circumstances surrounding the making or execution of your will.

4) Because you are not married or partners in a civil union, the spousal privilege doctrine does not apply to you, and details of your private conversations may be compelled in a subsequent legal proceeding.

Consent to Representation Involving Potential Conflict of Interest

This form serves as notice to you that there is the potential for conflicts of interest between our representation of you and/or your Estate and other clients, a former clients, a third persons, or a personal interests of O’Rourke Law Firm, LLC. By signing this form you acknowledge that you have been notified that potential conflict[1] may arise and give your voluntary and informed consent to our continued representation of you and/or your Estate.

For Couples: We both realize that the interests and objectives of the two parties to the couple may differ and that areas of potential or actual conflict of interest may exist between the parties to the couple in connection with estate planning and related matters. We understand that either of us may retain separate, independent counsel in connection with these matters at any time. After careful consideration, each of us requests that OBLS represent us jointly in connection with our estate planning and related matters and each of us consents to that dual representation. Each of us also understands and agrees that OBLS may share between us communications and information received from either of us relating to these matters.

The Colorado and Nebraska Rules of Professional Conduct provides the following guidelines regarding a conflict of interest.[2] We generally should not represent a client if the representation involves a conflict of interest. A conflict of interest exists if:

The representation of one client will be directly adverse to another client; or
There is a significant risk that the representation of one or more clients will be materially limited by the practitioner’s responsibilities to another client, a former client or a third person, or by a personal interest of O’Rourke Law Firm, LLC.

O’Rourke Law Firm, LLC, may, however, represent a client if:

We reasonably believe that we will be able to provide competent and diligent representation of the affected client;
The representation is not prohibited by law;
the representation does not involve the assertion of a claim by one client against another client represented by the lawyer in the same litigation or other proceeding before a tribunal; and
Each affected client gives informed consent, confirmed in writing.

Having reviewed the facts and circumstances involved in your case, as now known to us, O’Rourke Law Firm, LLC reasonably believes that we will be able to provide competent and diligent representation to all affected parties and that such representation is not prohibited by law.

[1] Any Conflicts of Interests are or will be summarized in a letter to Client that will require Client's acknowledgment and signature. If none of these letters exist, then, to Law Firm's knowledge, no conflicts exist.

[2] Nebraska and Colorado follow similar rules regarding attorney conduct. However, each situation is reviewed directly under the appropriate rules and the decision by the O’Rourke Law Firm, LLC to continue with representation is summarized regarding those rules in the client’s notes.

Last Updated: 20211014

STARTING JULY 1, 2022

TO COVER THE COST OF PROCESSING A CREDIT OR CHARGE CARD TRANSACTION, AND PURSUANT TO SECTION 5-2-212, COLORADO REVISED STATUTES, OBLS MAY IMPOSE A PROCESSING SURCHARGE IN AN AMOUNT NOT TO EXCEED 2% OF THE TOTAL PAYMENT MADE FOR GOODS OR SERVICES PURCHASED OR LEASED BY USE OF A CREDIT OR CHARGE CARD. A SELLER OR LESSOR SHALL NOT IMPOSE A PROCESSING SURCHARGE ON PAYMENTS MADE BY USE OF CASH, A CHECK, OR A DEBIT CARD OR REDEMPTION OF A GIFT CARD (Added on: 20220621)

STARTING JULY 1, 2024

TO COVER THE COST OF COLLECTIONS ON OVERDUE FEES AND COSTS, INTEREST SHALL ACCRUE ON ANY BALANCE DUE ON ANY INVOICE CREATED AFTER July 1, 2024 for purposes of Section 6(e) at 12% instead of 8% (Added on: 20240701)