Please review the retainer agreement below. By agreeing to the terms and completing your payment, you will retain our legal services.
THIS AGREEMENT is made between Law Offices of Albert Goodwin, referred to in this agreement as "attorney" and "we" and the client, referred to in this agreement as "you" in order to set out the terms and conditions under which attorney will represent client.
Matter: Formation of Nonprofit Pooled Trust Company in New York
Forming a pooled trust in New York City involves several key steps. The process generally includes:
Each of these steps requires careful attention to federal, state, and local regulations, particularly those related to Medicaid and SSI eligibility.
The complexity of New York's regulatory environment, particularly around Medicaid and SSI compliance, makes pooled trust formation more extensive than in many other states. The involvement of multiple agencies (NY Department of Health, NYC Human Resources Administration, etc.) requires significant coordination and often multiple rounds of document revisions.
We agree to provide legal services to you for the formation of a nonprofit pooled trust company ("Pooled Trust") in New York City, which may include but is not limited to:
The specific approach to organizational structure – whether establishing a separate entity or operating as part of an existing nonprofit organization – will be determined during the course of representation based on your circumstances and objectives.
This representation does not include litigation services of any kind, ongoing trust administration services after formation, non-legal services related to the operation of the Pooled Trust, legal services related to matters outside the scope of Pooled Trust formation, representation of individual beneficiaries of the Pooled Trust, and tax advice beyond the initial formation and tax-exempt application process.
While we provide comprehensive legal services for forming your Pooled Trust, you may need to engage a person or persons familiar with the administrative, business and practical aspects of forming and managing pooled trusts. Our services focus on legal compliance and documentation, but the operational management and business administration aspects of the trust may require additional expertise outside the scope of legal representation.
You agree to pay for legal services at the hourly rate of $600 per hour. Time is billed in increments of one-tenth (0.1) of an hour.
In addition to our legal fees, you agree to pay for all expenses and disbursements incurred in connection with this matter, including but not limited to filing fees with state and federal agencies, Secretary of State search and filing fees, IRS filing fees for tax-exempt status application, costs of obtaining certified documents, messenger and delivery services, printing and reproduction costs, reasonable travel expenses, if necessary, corporate kit expenses, and any other out-of-pocket expenses reasonably necessary for the representation.
These expenses will be itemized on your billing statements.
This agreement covers only our legal fees and direct expenses. You may also need to separately pay other professionals or service providers involved in the formation and operation of your Pooled Trust. These might include, but are not limited to: trust administrators, management consultants, financial advisors, accountants, banking institutions, investment managers, website developers, marketing professionals, technical systems setup personnel, compliance consultants, and other operational support services.
While we can recommend qualified professionals in these areas if requested, any arrangements with these third parties will be separate from our legal representation and will require separate agreements and payment arrangements directly between you and those service providers.
You agree to pay an initial retainer of $12,000 upon execution of this Agreement. This retainer will be deposited into our attorney trust account and applied against fees and expenses as they are incurred.
If the retainer is almost exhausted during the course of representation, you agree to replenish the retainer to the original amount within ten (10) days of receiving notice from us.
We will provide you with detailed itemized billing statements showing services rendered, fees charged, and expenses incurred. Payment is due within fifteen (15) days of receipt of the statement.
Upon conclusion of the representation, we will provide you with a final accounting. Any unused portion of the retainer will be refunded to you.
You agree to provide complete and accurate information necessary for the representation, promptly respond to requests for information or documents, cooperate with us in achieving the goals of the representation, make timely payments of fees and expenses as provided in this Agreement, notify us promptly of any changes in contact information or circumstances that may affect the representation, provide names and contact information for proposed directors, officers, and trustees of the Pooled Trust, inform us of any deadlines or timeline requirements for the formation of the Pooled Trust, review and provide timely feedback on all documents prepared by us, and identify key stakeholders who will be involved in trust administration and management.
We will maintain your confidences in accordance with the New York Rules of Professional Conduct. Information provided by you to us during the course of representation will be kept confidential except as authorized by you or as required by law.
We have conducted a conflicts check and found no current conflicts that would prevent representation of you in this matter. If a conflict arises during the course of representation, we will promptly notify you and take appropriate action in accordance with ethical obligations.
You may terminate this Agreement at any time by providing written notice to us. Upon termination, you agree to pay for all services rendered and expenses incurred up to the date of termination.
We may withdraw from representation for good cause in accordance with the New York Rules of Professional Conduct, including but not limited to an unlikely possibility of your failure to pay fees or expenses when due, failure to cooperate in the representation, insistence on pursuing objectives that are against our policies, the emergence of a conflict of interest, and any other reason deemed reasonable by our firm.
Upon termination of representation, we will return to you all original documents provided by you. We may retain copies of all documents for our records. At your request, we will provide copies of documents created during the representation upon payment of reasonable copying costs.
We will maintain your file for seven (7) years after the conclusion of representation. After that time, the file may be destroyed without further notice to you. If you wish to obtain the file before destruction, you should notify us in writing.
While we will use our best efforts to achieve your objectives, we make no guarantees or promises about the outcome of the matter. Formation of a Pooled Trust involves complex legal issues and regulatory approval processes that may be affected by factors beyond our control.
Our representation will begin with an exploratory phase to assess the feasibility of trust approval and to estimate potential timelines based on the current regulatory environment. This initial assessment will help determine whether to proceed with full trust formation and what additional resources might be required. Only after completing this exploratory phase and discussing the findings with you will we ask you to commit additional resources to the full formation process.
Despite this preliminary assessment, we cannot guarantee that the trust will be approved by all necessary regulatory agencies, nor can we guarantee how long the approval process will take or whether the trust will ever receive final approval. Regulatory agencies may request revisions to documents or impose additional requirements during the approval process, which could significantly extend timelines and necessitate additional work. The approval process timeline is unpredictable and can vary considerably based on regulatory agency workloads and changing requirements.
In the event of a dispute regarding fees, you may have the right to seek arbitration through the Fee Dispute Resolution Program established by the New York State Unified Court System. Information about this program is available at our office and will be provided upon request.
For disputes other than fee disputes, you and we both consent to resolve any disputes through binding arbitration rather than court proceedings. Both parties agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New York, New York before a single arbitrator. The arbitration shall be administered by the American Arbitration Association pursuant to its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
This Agreement shall be governed by the laws of the State of New York.
This Agreement constitutes the entire understanding between you and us regarding the terms of representation. Any modifications to this Agreement must be made in writing and signed by both parties.
You have the right to have this Agreement reviewed by another attorney of your choosing before signing it. By signing this Agreement, you acknowledge that you have either had this Agreement reviewed by another attorney or have voluntarily chosen not to do so.
This Agreement becomes effective upon execution by both you and us and payment of the initial retainer.