HomeMy WebLinkAbout20194836.tiffRESOLUTION
RE: APPROVE STANDARD TERMS AND CONDITIONS OF ENGAGEMENT AGREEMENT
AND AUTHORIZE CHAIR TO SIGN - LAW OFFICE OF ED FRADO, LLC
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Standard Terms and Conditions of
Engagement Agreement between the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, and the Law Office of Ed Frado, LLC, with
further terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Standard Terms and Conditions of Engagement Agreement between
the County of Weld, State of Colorado, by and through the Board of County Commissioners of
Weld County, and the Law Office of Ed Frado, LLC, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 20th day of November, A.D., 2019.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLS' A DO
ATTEST: dicetif4A)jeito%4,k,
Weld County Clerk to the Board
BY:
Deputy Clerk to the Boar
APP
County £ orney
Date of signature: 1_/3 /Iq
Steve Moreno
Barbara Kirkmeyer, C air
Mike Freeman, Pro -Tern
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2019-4836
F10069
PE0033
Law Office of
Ed Frado, LLC
Specializing in Employee
Benefits Law
November 14, 2019
VIA Email to:
Donald D. Warden
Director of Finance and Administration
Weld County Government
PO Box 758
1150 O Street
Greeley, CO 80632
RE: Engagement for Professional Services
Dear Mr. Warden,
ED FRADO
ATTORNEY AT LAW
8400 East Crescent Parkway
Suite 600
Greenwood Village, Colorado, 80111
303-727-0510
edfrado@comcast.net
www.edfradolaw.com
Thank you for your consideration in engaging me to assist the Weld County Government with
employee benefit plan matters that arise from time to time. Enclosed with this letter are my
current standard terms and conditions of engagement.
I will be primarily responsible for handling your matters and will complete your assignments in
accordance with generally accepted commercial standards. My hourly rate for work
contemplated under this engagement is three hundred and eighty-five dollars ($385.00) per hour.
In addition, I may engage the services of an experienced ERISA paralegal to assist me with the
work contemplated hereunder. His or her rate is one hundred and seventy-five dollars ($175.00)
per hour. These rates are subject to review periodically and may be adjusted, though any
adjustment would be set forth in a subsequent engagement letter.
If you agree with my standard terms and conditions of engagement, please have a copy of this
document signed, dated and returned to me. If at any time you have questions or would like
clarification as to my services, fees, or any other matters, please contact me.
Sincerely Yours,
**el
Ed Frado
/za
2019-4836
Donald D. Warden
Director of Finance and Administration
Weld County Government
November 14, 2019
STANDARD TERMS AND CONDITIONS OF ENGAGEMENT
This document specifies the standard terms and conditions of engagement applicable to the
provision of services between the Law Office of Ed Frado, LLC ("Firm") and the Weld County
Government ("Client"). Unless superseded by a separate written agreement executed by the
Client and the Firm, these standard terms and conditions will apply to all matters upon which any
attorneys and non -attorney professionals work on behalf of the Client. In this document, the
terms "we," "us" and "our" refer to the Firm, and the terms "you" and "your" refer to the Client.
1. Conflicts. To protect both the Client and the Firm, and to comply with our professional
obligations, our representation of you is subject to clearance of any conflicts of interest with
present or former Clients of our Firm. To enable us to identify any potential conflicts, and to
help us in the future to avoid accepting a new engagement which conflicts with our
representation of you or other Clients, please promptly provide us with the name of any person
or entity whose interest in any matter on which you have requested assistance of the Firm is or
may be adverse to you. Upon discovery of any conflict of interest, we will immediately inform
you of the conflict and will endeavor to work with you toward an acceptable resolution.
However, if the conflict can be resolved only by our withdrawing as your counsel, our 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.
2. Advice and Disclosure. Any expressions on our part concerning the prospective outcome
of legal matters are simply expressions of our best professional judgment, but they are not
guarantees. Our opinions are necessarily limited by our knowledge of the facts and are based on
the state of the law at the time they are expressed. For us effectively to provide representation,
you agree to disclose all relevant facts fully and accurately and to keep us informed of all
developments relating to the matter. You also agree to cooperate fully with us and to be
available to attend any meetings, conferences, hearings, and other proceedings that we deem
appropriate.
3. Insurance. If you are sued by another party, it is possible that your insurance will cover
part or all of your defense. All inquiries regarding your insurance coverage are your
responsibility. We do not assume any responsibility for determining whether or not you have
insurance coverage, nor for making required disclosures to the insurance carrier unless we agree
to that in writing in another document.
4. Fees. We take into account several factors when billing for services rendered. The
principal factor is our hourly rates, and most fees for services are the product of the time worked
(in units of six minutes) multiplied by the hourly rates for the attorneys and other professionals
who perform the work. You will be billed for all time spent on your behalf, including without
limitation, conferences, telephone calls, drafting, research, and travel.
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020/ 9- l -/F31
Donald D. Warden
Director of Finance and Administration
Weld County Government
November 14, 2019
For many of the tasks we are requested to perform, it is impossible to determine in advance how
much time will be needed because that depends on issues beyond our control. Unless set forth in
a written fixed -fee agreement signed by both you and the Firm, any estimates we provide are not
guarantees of the actual cost of the work or the amount for which you will be billed.
Our hourly rates for attorneys and other non -attorney professionals are based on years of
experience, training and specialization in the practice of law and particular technologies, level of
professional attainment, deadline and time constraints, project magnitude and complexity, and in
some cases the Firm's overhead costs. Although we do not have an established annual review of
hourly rates, you may anticipate that our rates usually will not be changed more often than
annually, if that often. If we change our rates, the new rates will go into effect immediately and
we will notify you of the rate increase.
5. Costs. Certain costs are passed on to you by including them on our regular invoices.
These costs include, without limitation, reasonable travel expenses and charges for items such as
photocopies, telephone calls, postage, computerized research, courier services, overnight
delivery, and mileage. We may or may not advance major out-of-pocket expenses such as
foreign counsel fees, court reporter fees, witness fees, and other services provided by third
parties when the third party invoice exceeds or is expected to exceed $5,000, unless special
arrangements are made in advance. These expenses may be billed directly to you, or the invoices
may be forwarded to you for payment.
6. Billing. Our invoices for work performed will be prepared and mailed approximately
monthly following the month in which services are rendered. The invoices will summarize all
fees and costs, and will include detailed descriptions of the work performed by the Firm and any
related costs, as well as any other information you require. Payment of the balance due on any
invoice is expected within 30 days of the invoice date. If payment is not received within 30 days
of the invoice date, you agree that in our discretion we may assess a late fee equal to 1.5% of the
unpaid balance for each month or partial month during which the balance due remains unpaid.
7. Non -Payment of Fees and Costs. Failure to pay any invoice in full within 30 days of the
invoice date will constitute a default. In the event of a default, you agree that in our discretion
we may immediately cease all legal services on your behalf or discontinue our representation
(subject to our ethical obligations and any other applicable provision of law). If we are required
to take steps to collect any outstanding sum owed to us by you, you will be obligated to pay all
costs incurred by us in collection, including reasonable attorneys' fees.
8. Payment by Others. Sometimes another party to a transaction agrees to pay our Client's
legal fees, or a court may order our Client's adversary to pay all or part of its legal fees and costs.
In such cases, however, our Client remains primarily liable for payment of all fees and costs.
Any amounts received from others will be credited to the Client's account.
9. Termination. You have the right to terminate our representation by written notice at any
time. In that event, you are not relieved of the obligation to pay for all services rendered and
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Donald D. Warden
Director of Finance and Administration
Weld County Government
November 14, 2019
costs incurred on your behalf prior to our receipt of that notice. We have the same right to
terminate our representation, subject to an obligation to give you reasonable notice to arrange
alternative representation.
10. Arbitration of Any Disputes. It is agreed that any dispute which may arise regarding our
representation of you, including collection of amounts owed for services rendered and any
dispute whatsoever which you may have with use or any claim against us or any person,
employee or legal assistant employed by us with arises out of our 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.
11. Ownership of Files and Records. Except as to original records or any records of files
which we accept upon the understanding that they belong to you, it is hereby agreed that all files,
copies of documents, correspondence or other materials, which we accumulate in connection
with your representation, including copies of materials filed with any regulatory agency, shall be
our property. Upon the termination of the engagement, we will return any property belonging to
you upon your request, provided that all fees and expenses have been paid. We shall require
from you written authorization to transfer any property belonging to you to a third party. Copies
of our files and other materials which we accumulate during our representation will be made
available to you at your expense; however, it is specifically agreed that we shall have the right, at
our discretion, to dispose of these files at such time that we determine that such files need not be
retained any longer. After such destruction, our files will no longer be available.
12. Applicable Law. The laws of the State of Colorado will govern the interpretation of this
agreement, including all rules or codes of ethics that apply to the provision of our services.
I appreciate the opportunity to serve you. If you have any questions concerning services or
charges during the course of my representation, please bring those issues to my attention.
Ed Frado, Esq.
Law Office of Ed Frado, LLC
Received, acknowledged, and agreed to for the Weld County Government:
Signed:
Printed Name: Barbara Kirkmeyer
Chair, Board of Weld
Title: County Commissioners
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November 20, 2019
020/9_ /--/e3&
RE: ENGAGEMENT AGREEMENT FOR PROFESSIONAL SERVICES RE: EMPLOYEE
BENEFIT PLAN MATTERS - LAW OFFICE OF ED FRADO, LLC
APPROVED
TO SUBSTANCE:
GL��I
Elected Official or Department Head
APPROVED AS TO FUNDING:
34420'Y
Controller
APPROVED AS TO FORM:
County Attorney
Esther Gesick
From:
Sent:
To:
Cc:
Subject:
Attachments:
Don Warden
Friday, November 15, 2019 2:30 PM
Esther Gesick
Bruce Barker; Patti Russell; 'Masoud Shirazi'
FW: Retirement Plans: Engagement Letter from the Law Office of Ed Frado, LLC
General Engagement Letter 11.14.19.pdf
Will you put this engagement letter on the BOCC's agenda for Wednesday for the Chair to sign. Bruce will be at the
meeting to explain it.
Thanks,
Donald D. Warden
Director of Finance and Administration
Finance and Administration
PO Box 758
1150 O Street
Greeley, CO 80632
tel: 970-356-4000 Extension 4218
email: dwarden@co.weld.co.us
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for
the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise
protected from disclosure. If you have received this communication in error, please immediately notify sender by return
e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the
contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited.
From: Ed Frado <edfrado@comcast.net>
Sent: Thursday, November 14, 2019 4:54 PM
To: Don Warden <dwarden@weldgov.com>
Cc: 'Masoud Shirazi' <mshirazi@shirazibenefits.com>;'Michael Shirazi' <michael.shirazi@shirazibenefits.com>
Subject: Retirement Plans: Engagement Letter from the Law Office of Ed Frado, LLC
ICaution: This email originated from outside of Weld County Government. Do not click links or open attachments unless you recognize the
sender and know the content is safe.
Mr. Warden,
Pursuant to my recent discussions with Shirazi Benefits, I have attached my Engagement Letter for your review. This
addresses our initial project, which consists of the following work:
• Restating the 457(b) plan document (by incorporating its three amendments), and creating a roughly 4 -page
Plan Summary; and
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• Drafting a standalone 401(k) plan amendment for the IRS's new hardship regulations, and drafting a Summary of
Material Modifications in that regard.
Please let me know if you have any questions about this Engagement Letter. If you do not have any questions about it, I
ask that you email an executed copy to me at your earliest convenience. If I receive the executed version from you this
month, my paralegal and I will begin this work in early December. (It is my understanding that the Weld County
Government wishes to execute the new 457(b) plan document and the 401(k) plan amendment by December 31.)
I look forward to assisting you with this important matter, and to meeting you in person when we can arrange it.
** Please note that I will be on vacation from November 24 to December 1. I will check my email and voicemail periodically during
that time, but I might not be as responsive as usual. **
Ed Frado, Esq.
Law Office of Ed Frado, LIC
8400 East Crescent Parkway
Suite 600
Greenwood Village, CO 80111
303-727-0510 (phone)
720-528-4001 (fax)
www.edfradolaw.com
IRS Circular 230 Disclosure: Please note that this email, and attachments (if any), are not intended to be used, and may
not be used, by any taxpayer for the purpose of avoiding penalties that may be imposed on any taxpayer by the Internal
Revenue Service.
Confidentiality Notice: This email, and attachments (if any), contain information that may be confidential, privileged and
exempt from disclosure under applicable law. If you are not the intended recipient (or the individual responsible for
delivering the message to the intended recipient), then you are hereby notified that the use, copying, disclosure or
distribution of the information or materials contained in this email is strictly prohibited. If you receive this email in
error, please inform me immediately and delete this email in its entirety immediately. Thank you.
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