02-06-2006 GRIMSHAW & HARRING PROPOSAL FOR SCOPE OF LEGAL SERVICESGE21 msHAw & HARR.ING
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
SUITE 3800
WELLS FARGO CENTER
1700 LINCOLN STREET
DENVER, COLORADO 80203-4538
TELEPHONE (303) 839-3800
TELECOPIER (303) 839-3838
W %VW-0 RIMS}GW fIARR1NG.COM
Wayne B. Schroeder
(303) 839-3810
February 6, 2006
Town of Avon
c/o John W. Dunn
John W. Duran & Associates, L.L.C.
P.O. Box 7717
Avon, Colorado 81620
Re: Legal Services for the Town of Avon
Dear John:
TT
V MERITAS
LAW FIRMS WORLDWIDE
wbs a-)grunshawhan•ing.com
We are pleased that you have engaged our firm to assist your legal services to the Town
of Avon. The purpose of this letter is to establish the scope of our services and our fee
agreement.
1. Professional Undertalung: We are being engaged initially to assist you in
connection with the amendment of a development agreement and at least one intergovernmental
agreement to guide the development of the "Confluence Parcel." It is our firm's policy to obtain
an engagement letter concerning individual matters which we undertake for each client. hi the
event that we do not obtain an engagement letter from you for any subsequent representation that
you request, then this letter agreement shall also be applicable to that representation.
2. Tees: Our fees for services rendered on your behalf will be based upon the hourly
rates for the attorneys and legal assistants who do the work. Our schedule of hourly rates is
based upon each individual's years of experience, specialization in training and practice, and
level of professional attainment. I will be responsible for any water law work required for this
matter. Gilbert F. McNeish will be responsible for any development/zoning law work required
for this matter, and Matthew R. Dalton will be responsible for any special district work requested
for this matter. Mr. McNeish's current hourly rate is $285.00 and Mr. Dalton's current hourly rate
is $300.00. My current hourly rate is $300.00. Hourly charges for others in the firm currently
range from $150.00 per hour to $325.00 per hour depending on which attorney is performing the
services. Charges for work performed by the firm's legal assistants currently range from $120.00
per hour to $125.00 per hour. The hourly rates are revised each year to reflect the current cost of
delivery of legal services. I will review all statements before they are sent to you in order to
ensure that the amount charged is appropriate.
Town of Avon
February 6, 2006
Page 2
3. Costs: It is likely that we will be required to incur expenses on your behalf for
items such as recording costs, filing fees, delivery charges, court reporters, hearing and
deposition transcripts, photocopying, computerized legal research, long distance and mobile
telephone calls, and travel, lodging and meals. To cover the cost of domestic long distance,
domestic facsimiles, in-office copying, ordinary postage, and deliveries by in-house staff, we
charge an administrative fee of 1.5% of the legal fees billed to you on a monthly basis. This
administrative fee is in lieu of itemizing those particular expenses and may be adjusted from time
to time. All other expenses will be separately itemized on the statements or, under some
circumstances, bills from parties providing such services will be furnished directly to you for
payment.
4. Billings: Our statements will be prepared and mailed about the fifth of each
month and will reflect the services rendered by us through the end of the previous month. We
expect payment promptly after each statement is rendered. If our bills are not paid within 30
days following the date of issuance, we reserve the right to charge a late charge on any past due
bill at the rate of one and one-half percent (1 %z%) per month, and if collection is necessary, costs
and attorney fees therefor. It is important to clearly establish the terms of our business
relationship as well as our legal relationship at the beginning of our representation and we feel
that prompt and full payment of all bills is an important element of maintaining that relationship.
5. Fee and Expense Deposit: We normally require a cost and expense deposit for
expenses of $250.00, but will waive that deposit. We reserve the right to require an additional
deposit should the anticipated expenses increase. Additionally, when we foresee that expenses
on a matter will be substantial we may ask you to pay those expenses directly or to fluid them in
advance.
6. Conflicts: We will not represent other persons or companies who have an actual
and direct conflict with you but we may accept the representation of others whose general
interests may be adverse to you. We will attempt to promptly advise you of any potential conflict
and ask that you likewise advise us.
7. Privacy Notice: Generally, we are bound by the Colorado Rules of Professional
Conduct to keep all information about you that comes into our possession during the course of
our representation confidential, and unless otherwise required or permitted by law or the Rules,
we may not disclose that information to non-affiliated third parties in the absence of your
consent. To the extent that we represent you in financial activities we are also subject to federal
and state privacy laws regarding the collection and exchange of nonpublic personal information
about you. In addition to such information provided by you to us, we may collect ii-don-nation
about you from other sources such as your representatives and affiliates, your consultants or
retained professionals, or consumer reporting agencies. We maintain physical, electronic, and
procedural measures to guard that information. However, it may be necessary in the course of
Tovm of Avon
February 6, 2006
Page 3
our representation to exchange information with, or provide information to third parties such as
your consultants or advisors, any opposing or co-counsel, or agencies or jurisdictions before
which we are to represent you. In doing so, we will take appropriate measures to keep all
treatments and exchanges of your information within the requirements of the law and the Rules.
8. Termination: You will have the right to terminate our representation at any
time. We will have the same right of termination (including termination for non-payment of fees
and expenses), subject to an obligation to give reasonable notice. All fees incurred for services
rendered through the date of termination, as well as all costs and expenses incurred by us on your
behalf must be paid within 10 days following receipt of our final statement. Upon the conclusion
of our services on this matter, whether because of termination or the completion of the work, we
will not, thereafter, update you, nor shall we be responsible for legal matters as to which our
services have not been specifically requested and confuzned, preferably in writing.
9. Mediation/Arbitration: If a dispute arises regarding our services or fees, either
of us may seek non-binding mediation or binding arbitration upon such terns as we may then
agree. If either of us requests arbitration, no court proceeding shall be pursued, except to enter
judgment.
10. File Retention: Upon the conclusion of our services we will return your files to
you, upon request, or we may destroy the files after notice to you.
If the foregoing meets with your understanding of the professional relationship we have
established, please sign the enclosed copy of this letter on your behalf and return it to me in the
enclosed envelope.
The most important point we want to make in this letter is that we will do our utmost to
serve you effectively. We cannot guarantee the success of any given venture, but we will strive
to represent your interests vigorously and efficiently. If there are any questions concerning the
foregoing, or any questions in the future with regard to the manner in which this smatter is being
handled by this office, please do not hesitate to contact me.
Very truly yours,
GRIMSHAW & IIARRhNG,
A Professional Corporation
Wayne B. Schroeder
cc: Gilbert F. McNeish
Matthew R. Dalton
Town of Avon
February 6, 2006
Page 4
Enclosures
APPROVED AND AGREED TO:
TOWN OF AVON
by:
Date: February 2006.
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