Exhibit 10.15
XXXXX & XXXXX
A PROFESSIONAL CORPORATION
COUNSELLORS AT LAW
3100 ROUTE 000 XXXX
XXXXXXX XXXXX, XXXXXXXX XXX
XXXX, XXX XXXXXX 00000
W. XXXXX XXXXX XXX.XXXXXXXX.XXX TELEPHONE: 000-000-0000
W. XXXXX XXXXX, XX.> FACSIMILE: 732-280-4112
XXXXXX X. XXXXXXXXXXXX, III
> NJ & NY BARS
RETAINER AGREEMENT - LEGAL SERVICES
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THIS AGREEMENT, dated January 1, 2005, is made BETWEEN the Client, X.
Xxxxxx, Inc. 48 So. Franklin Tpk., Ramsey, N.J. 07446 (a wholly owned subsidiary
of Velocity Asset Management, Inc.) and XXXXX & XXXXX, P.C., whose address is
3100 Route 000 Xxxx, Xxxxxxx Xxxxx, Xxxxxxxx Xxx, Xxxx, XX 00000 hereinafter
referred to as the "Law Firm".
1. Legal Services to be Provided, Term and Renewal. You agree that the Law
Firm will represent you in the following matters: purchase and sale of
certain real property interests. e.g. foreclosure sale properties,
mortgage interests and the like made by the Client for the term January
1, 2005 through January 1, 2006. This Agreement shall renew for an
additional year on each first of January hereafter on the same terns
and conditions contained herein, unless terminated by the client prior
thereto.This agreement supercedes and replaces any and all prior
written or oral legal fee agreements between the parties hereto. The
legal work includes all necessary research; investigation;
correspondence; preparation and drafting of the agreement; making or
receiving telephone calls; conferring with Client or other counsel, and
other persons; reading, drafting and responding to correspondence and
other documents; doing legal research; preparing memoranda and reading
and reviewing file materials and related work to properly represent you
in this matter.
2. Additional Legal Services. If you need any other services which may or
may not be related to the above matter, you and the Law Firm may make a
new agreement to provide the other services.
3. Legal Fees. The Law Firm cannot predict or guarantee what your final
xxxx will be. This will depend on the amount of time spent on your case
and the amount of other expenses.
A. Initial Payment. The Law Firm will begin work on your case
upon receipt of $ ZERO. This sum will be used to pay your fees
and expenses according to this Agreement. The retainer shall
be applied against costs and legal services, as described
below, performed by the Firm. If the charges for services and
costs exceed the retainer, the Firm may ask for additional
retainers. The Client agrees to provide the additional
retainer(s) within seven (7) days of the date of request. At
the Firm's option, the Firm may elect to xxxx the Client
periodically after the retainer is exhausted, and the Client
agrees to pay such bills in full within seven (7) days of
their date. The Client shall be charged interest at the rate
of 1 1/2% per month on the unpaid balance beginning thirty
(30) days from the date the xxxx is rendered. If the Client
has any objections or questions regarding any interim billing
for charges made against a retainer xxxx or for charges after
a retainer is exhausted, the Client agrees to raise any such
objections or questions within ten (10) days of receipt of the
interim xxxx.
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B. Minimum Fee. You agree to pay a minimum fee of $ 1,500.00 per
each purchase and sale of an asset for legal services
regardless of the amount of time actually spent on this case.
C. Hourly Rate. You agree to pay the Law Firm for legal services
at the following hourly rate where it is determined by the Law
Firm in it's sole discretion that the matter is not a routine
purchase and sale :
(1) W. Xxxxx Xxxxx, Esq. $225.00
(2) W. Xxxxx Xxxxx, Xx., Esq. $200.00
(3) Associate $150.00
(4) Paralegal $ 75.00
The firm reserves the right to adjust the hourly fee upon
notice to the Client. Included in the hourly charges are
internal out-of-pocket costs including, but not limited to,
ordinary and necessary photocopies, telecopies and long
distance telephone calls. Extraordinary photocopying or
telecopying expenses, such as expenses related to copying
documents pursuant to a Response to the Request for Production
and Copying of Documents, shall be billed to the Client
directly.
D. All Hourly Services Will Be Billed. You will be billed at the
hourly rates set forth in paragraph 3C (if not routine and
billed under para. B.) for all services rendered. This
includes telephone calls (minimum charge of 1/10 of an hour),
dictating and reviewing letters, travel time to and from
meetings and the Court, legal research, negotiations and any
other service relating to this matter. The fees will be billed
on a monthly basis.
E. Additional Fee. The Firm shall be entitled to an additional
fee in the amount of 15% of the resale price of any Found
Property net of all expenses incurred by the Company,
including but not limited to interest, attorney fees and
maintenance costs (as set forth in an acknowledgment
substantially in the form of Exhibit A) which is identified by
the Firm as a business opportunity for the Client in the
ordinary course of the Firm's business and referred to the
Client (such additional fee, a "Commission"). This Commission
shall be calculated by taking the resale price of the Found
Property and subtracting the amount of the investment and any
out of pocket costs and then multiplying this net amount by
15%. This Commission shall become due and payable at the time
of the closing of the Found Property. The Finder hereby
acknowledges that there shall be no Commission due and owing
if the Found Property is not resold or if the re-sale of the
Found Property does not result in a net profit to the Company.
In such case the Client shall agree to execute a Conflict
Waiver.
4. Costs and Expenses. In addition to legal fees, you must pay the
following costs and expenses: Experts' fees, court costs, accountants'
fees, appraisers' fees, service fees, investigator fees, Lexis-Nexis
Legal Library costs (see para. 5 below), deposition costs, messenger
services, photocopying charges, telephone toll calls, postage and any
other necessary expenses in this matter. The Firm agrees to obtain the
Client's prior approval before incurring any disbursement in excess of
Five Hundred ($500) Dollars, except with regard to the expenses of
noticed depositions. The Law Firm may require that these expenses be
paid in advance. All expert(s) will be hired by you so that you are
solely responsible for their fees. The Firm hereby acknowledges that $
ZERO Dollars of the aforementioned retainer is on deposit for
out-of-pocket expenses such as those enumerated above. Out-of-pocket
expenses shall be debited against the cost deposited and turned over to
the Law Firm. The Law Firm may require the Client to maintain a cost
account balance in the above amount at all times. In the event Client
fails to do so at the Law Firm's request, the Law Firm is not obligated
to render any further legal services so long as a deficiency exists.
Any amount remaining, of this deposit for expenses, after the
conclusion of the matter, shall be refunded to the Client except that
any balance on hand for miscellaneous expenses shall be turned over to
the Law Firm as and for miscellaneous expenses.
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5. Legal Research. The Law Firm conducts it's legal research on the
client's behalf through on-line access to the Lexis-Nexis Legal
Library. The Law Firm will charge the client a $25.00 Library Access
Fee each time it accesses the Lexis Legal Library on Client's behalf,
with regard to New Jersey legal authorities. In the event it is
necessary in the Firm's representation of the client, in it's
discretion, to utilize Lexis-Nexis to verify the legal issue in
question using Xxxxxxx'x Citation Service or research outside New
Jersey authorities, the Lexis on-line charges (presently $4.50/min.)
shall be billed to the client as an additional cost. No cost in this
regard shall be incurred beyond $100.00 without the client's written
permission.
6. Bills - Payment - Debit against Trust Funds. The Law Firm will send you
itemized bills for time to time and each month for which there is an
outstanding balance of $100.00 or more. Payment is due within ten (10)
days of the date of billing subject to the provision of 3(A). You will
be charged interest at a yearly rate of 18% (1.5% per month) on any
remaining balance not paid within thirty (30) days from the date of the
xxxx. The Law Firm is hereby authorized by you to debit and turn over
to the Law Firm, on account of outstanding legal fees or costs due, any
of the client's funds which may be then held in the Law Firm's Trust
account on client's behalf. All interim bills are subject to final
audit correction and billing at the conclusion of the matter. The Firm
shall not at any time be required to continue to represent the Client
unless all of the Firm's prior bills and requests for retainers and
costs deposits have been paid when due. In addition, the Firm shall not
be required to represent the Client at trial unless the Client has paid
to the Firm any further retainer to cover the reasonably expected fees
and expenses of trial required by the Firm under the provisions of this
Agreement. Further, the Firm retains the right to decline
representation of the Client on appeal and may so terminate
representation, or, may request further retainers to cover the
reasonably expected fees and expenses of appeal. In the event a check
received for payment on account should be returned by the bank as
"uncollected", a processing fee of $50 will be charged by the Law Firm
for the bookkeeping activity involved. In the event it is necessary to
institute a law suit for the collection of the fee, you agree that
liquidated attorney's fees in an amount of 30% of the outstanding
account balance should be added to the amount due, or, may be awarded
by any court, in its discretion.
7. Your Responsibility. You must fully cooperate with the Law Firm and
provide all information relevant to the issues involved in this matter.
You must also pay all bills as required by this Agreement. If you do
not comply with these requirements, the Law Firm may ask the Court for
permission to withdraw from representing you. The Law Firm will also
withdraw at your request.
8. No Guarantee. The Law Firm agrees to provide conscientious, competent
and diligent services and at all times will seek to achieve solutions
which are just and reasonable for you. However, because of the
uncertainty of legal proceedings, the interpretation and changes in the
law and many unknown factors, attorneys cannot and no not warrant,
predict or guarantee results or the final outcome of any case.
9. Attorney. W. Xxxxx Xxxxx, Xx., Esq. shall be principally responsible
for the Client's representation. In addition, other members of the Firm
may act on the Client's behalf from time to time in connection with the
Firm's representation, and the Firm shall use its discretion in
selecting those members.
10. Entire Understanding. The foregoing represents the entire agreement
between the Firm and Client. By signing below, the Client acknowledges
that he or she has carefully read this Agreement, understands its
contents, and agrees to be bound by all of its terms and conditions;
that the Firm has made no representation to the Client as to the
likelihood of the outcome of any proceeding now pending or to be
brought by or against the Client, and that the Client believes this
Agreement to be fair and reasonable.
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11. Right to Consultation and Acknowledgement of Receipt of Copy. The
Client understands that he or she has the right to consult with another
lawyer in connection with any of the terms of this Agreement prior to
signing it. Client acknowledges receipt of a copy of this Agreement.
12. Resolution of Disputes. Any claim by the Firm for unpaid fees and
expenses, and any defenses or counterclaims to such a claim, whether
based on a claim of inadequate representation, malpractice, or any
other ground, shall be resolved exclusively through arbitration. In
other words, there will be no jury trial or non-jury court proceeding
to resolve any dispute between the Client and the Firm (the "Parties");
rather, any such dispute will be resolved by the parties or through
binding non-court arbitration proceedings. For purposes of resolving
fee disputes, the Parties agree to have the matter resolved by
arbitration in accordance with its rules. The award of the arbiters
shall be final, binding and conclusive on the Parties, and the Parties
agree to sign all appropriate documents necessary to make such
proceedings final, binding and conclusive as required by the
arbitrator. The arbitration contemplated by the above paragraph shall
be in accordance with New Jersey Court R.1:20A-1 et seq., before the
District Fee Arbitration Committee established by the New Jersey
Supreme Court. The Law Firm shall give the Client notice and the
opportunity to pursue such fee arbitration. In the event the Client
fails or refuses to initiate the arbitration, then the Law Firm shall,
notwithstanding any of the provisions of the above paragraph, be free
to initiate a civil action on account of any monies due under this
agreement.
13. Signatures. You and the Law Firm have read and agree to this Agreement.
The Law Firm has answered all of your questions and fully explained
this Agreement to your complete satisfaction. You have been given a
copy of this Agreement. Fax signatures shall be considered as originals
for all legal purposes.
XXXXX & XXXXX, P.C. J. HOLDER, INC.
By: /s/ W. XXXXX XXXXX, XX. By: /s/ XXXXX X. XXXXXXXXX
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W. Xxxxx Xxxxx, Xx., Esq. Xxxxx X. Xxxxxxxxx, Esq. Vice President
and as CFO & CLO of Velocity Asset
Management, Inc.
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EXHIBIT A
FORM OF ACKNOWLEDGEMENT
I, Xxxx X. Xxxxxxxx, President and CEO of Velocity Asset Management,
Inc. (the "Company"), hereby acknowledges, that pursuant to Section E of that
Retainer Agreement for Legal Services between the Company's wholly owned
subsidiary X. Xxxxxx, Inc. and Xxxxx & Xxxxx, P.C., dated as of January 1, 2005
(the "Finder"), that the Finder shall be entitled to a 15% commission
("Commission") with respect to _____________________ (the "Found Property"). The
Commission shall be paid to the Finder within 30 days after the sale of the
Found Property to a third party transferee and such Commission shall be net of
all expenses incurred by the Company, including but not limited to interest,
attorney fees and maintenance costs. The Finder hereby acknowledges that if the
re-sale of the Found Property does not result in a net profit to the Company,
the Finder shall not be entitled to a Commission.
Approved and acknowledged as of the date hereof.
XXXXX & XXXXX, P.C.
By: ____________________
W. Xxxxx Xxxxx, Xx.
X. XXXXXX, INC.
By: _____________________
Xxxx X. Xxxxxxxx,
President and CEO of
Velocity Asset Management, Inc.
Dated: __________, 200_
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