Standard Terms and Conditions

Last modified: March 31, 2023

This document sets forth the terms and conditions of our engagement to provide legal services.  Certain other specific terms of our engagement may be set forth in a cover letter provided in connection with a particular client matter.  In the event of any conflict between the terms and conditions contained herein and our cover letter, the terms and conditions of the cover letter shall control. 

As used in this document, the terms “we”, “us” and “our” mean Cruz-Abrams Seigel LLC, a Colorado limited liability company, and the terms “you” and “your” mean the client identified in our cover letter.

Scope of Representation

You have requested that we represent you in connection with the specific matter or matters identified in our cover letter.  Unless otherwise agreed, our representation will be limited to such matters and we will not undertake to advise you in connection with any unrelated matters unless we otherwise agree.  If we agree to do so, our representation may be expanded in the future to include additional issues or matters, and these terms and conditions shall apply in all such cases, whether or not a new letter is provided in each case.

Responsibility; Use of Other Professionals; Fee Sharing

A specific attorney will be assigned responsibility for your legal work, and we anticipate that that attorney will handle a majority of the work involved in our representation of you.  However, we may use other attorneys or legal assistants, either within our company or outside our company on a contract basis, to perform some tasks.  Additionally, we may consult with and obtain assistance from other lawyers within outside our company on a contract basis if our representation touches on matters outside our areas of expertise.  We will bill the fees for those outside contractors through our regular invoicing and, through our fee sharing arrangement with such outside counsel, those fees may include an administrative fee of up to 20% that is retained by us and deducted from what such contractors receive for their services.

Electronic Communication

We regularly communicate with our clients by electronic means, including facsimile machines, e-mail and cellular telephones.  As you are no doubt aware, these forms of communication are not entirely secure against unauthorized access, and therefore contain some risk of loss of confidentiality and/or attorney-client privilege.  We make reasonable efforts to protect the confidentiality of electronic communications through notices and other means.  However, if you object to our use of any of these forms of communication, please notify us of that fact in writing so that we may take appropriate steps to honor your request.

Alternative Fee Arrangements

Our fee arrangements are composed of either a fixed fee for a clearly defined list of tasks or a recurring fee for ongoing consulting services of both a legal and business nature.  In some cases, we may agree to a fee arrangement in which our fees may be adjusted based on the outcome of a transaction.  Any fee arrangements we make are subject to and must comply with all applicable ethical rules governing lawyers.

Fee Estimates

We are not in the practice of providing fee estimates under our typical fixed fee arrangements.  If we agree to an alternative fee structure in which we are not providing services for fixed fees, we may provide an estimate of the fees incurred under such arrangement.  Unless otherwise agreed in writing, any estimate of fees we may provide is an estimate only and not a commitment that our total fees will not exceed the estimate.  Although we endeavor to be as accurate as possible in making fee estimates, we frequently find that unforeseen facts or complications and increased client needs that arise during the course of representation may cause our original estimate to be inaccurate. 

Reimbursable Expenses

In addition to our fees, you will be responsible for all reasonable and necessary disbursements incurred by us on your behalf in the course of our representation, including any travel, lodging, and meal expenses, government or court filing fees, long distance telephone charges and facsimile charges, Federal Express and other delivery charges, computerized legal research charges, photocopying and binding charges, and similar expenses.  All such expenses above $100 shall be preapproved by you in writing.  To the extent that you do not approve any such expense, we will not be able to complete the work requiring such expense, and you will be required to find another arrangement for the provision of such specific service 

Third Party Legal Opinions

In connection with our representation, we may be asked to provide written legal opinions regarding certain matters.  We do not, as a matter of course, provide written legal opinions.  We will endeavor to assist you in those circumstances to engage special opinion counsel for such matters.

Security Retainers; Trust Account

We may require that you post a security retainer for fees and costs either at the beginning or during the course of our representation.  The security retainer will be held in our trust account to secure payment of our invoices.  While our general practice is that invoices will initially be drawn down against the security retainer, we may elect, and will communicate such election to you, to require that our invoices be promptly paid and that the retainer be maintained at its original amount and drawn down only if invoices are not paid promptly.  The balance of the retainer will be returned to you at the conclusion of our representation for that matter.  Retainers and any funds we may receive on your behalf will be deposited into our Colorado Lawyer Trust Account Foundation (“COLTAF”) trust account.  All interest earned on COLTAF trust accounts is disbursed to COLTAF, which is a charitable foundation established by the Colorado Bar Association and approved by the Colorado Supreme Court to provide legal services to indigents. 

Billing Procedures and Policies

Unless otherwise reflected on your invoice or by other written agreement with us, payment is due upon receipt of invoice.  If our invoices are not paid promptly, we may cease performing services for you until satisfactory arrangements have been made.  You will also be responsible for all costs and fees of collection should your account become delinquent.  We may assess a late payment fee of up to 1.5% per month for each month that your payment is past due.

Invoices will include fees for services rendered and disbursements.  We make every effort to include disbursements in the statement for the time period in which the disbursements are incurred.  However, some of the disbursements we frequently make on behalf of clients (for example, filing fees and Federal Express charges) are not available to us until the following months, in which case a supplemental statement will be sent to you for those charges.

Please contact us if you have any questions or comments regarding any of our invoices.

Privacy Policy

During the course of our representation, we collect nonpublic personal information about our clients that is provided to us by our clients or obtained by us with their authorization or consent.  WE DO NOT DISCLOSE PERSONAL INFORMATION ABOUT OUR CLIENTS OR FORMER CLIENTS TO ANYONE, EXCEPT AS PERMITTED BY LAW AND APPLICABLE STATE ETHICS RULES.  We do not disclose any nonpublic personal information about current or former clients obtained in the course of representation of those clients, except as expressly or impliedly authorized by those clients to enable us to effectuate the purpose of our representation or as required or permitted by law or applicable provisions of codes of professional responsibility or ethical rules governing our conduct as lawyers.  We retain records relating to professional services we provide so that we are better able to assist our clients with their needs and to comply with professional guidelines and requirements of law.  In order to guard our clients’ nonpublic personal information, we maintain physical, electronic and procedural safeguards that comply with our professional standards. 

Use of Certain Information in Firm Announcements

From time to time, we provide general information to the public about the clients we represent and significant matters for which we have been engaged.  Examples of this type of publicity include our website and printed promotional materials, representative client and transaction lists provided to publications for or about the legal profession and press releases or media interviews we may release or give about our firm.  The type of information we provide is typically limited to the name of the client, the type of matter, and an approximate dollar amount involved in a closed transaction.  If you object to being included in such announcements, please notify us of that fact in writing so that we may take appropriate steps to honor your request.

Conflicts of Interest

In certain limited circumstances we and you may enter into an agreement and consummate a transaction other than an agreement with respect to the provision of legal services.  For example, we may agree to purchase securities or obtain the right to purchase securities from you.  In those circumstances, we will have conflicting interests and we will necessarily be acting on our own behalf and not as your attorneys.  We urge you to consider seeking independent legal advice from legal counsel of your choosing in order to advise you with respect to any transaction between you and us.

Updating Terms and Conditions; Independent Legal Review

We may update our Standard Terms and Conditions from time to time, and in such event we will give you written notice of any changes.  We have prepared these Standard Terms and Conditions and, if applicable, our accompanying cover letter, on our own behalf and not as your attorneys.  Please feel free to seek independent legal advice from legal counsel of your choosing in order to review this document and our cover letter for you.  If you wish, we will be happy to provide you with names of other attorneys who can discuss and advise you regarding any issues pertaining to our representation.  As we want to provide you adequate opportunity to pursue that option, we do not require that you return the signed cover letter immediately.  However, if you ask us to proceed with our services, these Standard Terms and Conditions shall apply whether or not you have returned the signed cover letter, and you acknowledge that your request that we proceed shall be deemed your assent to the cover letter and these Standard Terms and Conditions.