07-19-2007 SHERMAN & HOWARD LLC TOWN OF AVON GENERAL IMPROVEMENT DISTRICT NO. 1Sherman & Howard L.L.C.
Dee P. Wisor
Direct Dial Number: (303) 299-8228
E-mail: dwisor@sah.com
Licensed in Colorado
Town of Avon
Attn: Mr. Larry Brooks, Town Manager
400 Benchmark Road
Box 975
Avon, Colorado 81620
ATTORNEYS & COUNSELORS AT LAW
633 SEVENTEENTH STREET, SUITE 3000
DENVER, COLORADO 80202
TELEPHONE: 303 297-2900
FAX: 303 298.0940
OFFICES IN: COLORADO SPRINGS
RENO • LAS VEGAS • PHOENIX
July 19, 2007
Re: Town of Avon General Improvement District No. 1
Dear Larry:
We are pleased to confirm our engagement as special counsel to the Town of
Avon (the "Town"). We appreciate your confidence in us and will do our best to continue to
merit it. This letter sets forth the role we propose to serve and the responsibilities we propose to
assume as special counsel to the Town in connection with creation of the Town's General
Improvement District No. 1 (the "District"). We understand that the Town Council has
delegated to you, as the Town Manager, authority to sign this letter and to represent the Town
during this engagement.
Personnel. Dee Wisor and Matt Gray will be principally responsible for the work
performed by Sherman & Howard L.L.C. on your behalf and they will report to and take
direction from you, as Town Manager. Where appropriate, certain tasks may be performed by
other attorneys or paralegals. At all times, however, Mr. Wisor will coordinate, review, and
approve all work completed for the Town.
Scope of Services. We will assist the Town in preparing the documentation
necessary for the creation of the District and the related TABOR election. We will draft all
necessary proceedings and advise the Town in connection with the ballot issue, notices related to
the election, and compliance with statutory timelines and responsibilities. Our services as
special counsel are limited to those contracted for explicitly herein; the Town's execution of this
letter constitutes an acknowledgment of those limitations.
Attorney-Client Relationship. In performing our services as special counsel, the
Town will be our client and an attorney-client relationship will exist between us. We will
represent the interests of the Town rather than the Town Council, its individual members, or the
Town's employees. We will work closely with John Dunn, the Town's attorney, and will rely on
his opinion with regard to specific matters.
Sherman & Howard L.L.C.
Town of Avon
July 19, 2007
Page 2
Conflicts of Interest. Before accepting any new business, the Colorado Rules of
Professional Conduct require us to evaluate whether there exist any ethical constraints to
representing the Town in this new matter. We have completed a conflicts check within our firm
and have found no current conflict between the Town and our existing clients and have
concluded that we may undertake this engagement.
Fee Arrangement. We will bill the Town at an hourly rate and submit our
statement following the election in November 2007. The current hourly rate for Mr. Wisor is
$425 and the current hourly rate for Mr. Gray is $190. The billing rate charged for work
performed by our paralegals is approximately $100 per hour. In addition, this letter authorizes us
to make disbursements on the Town's behalf, which we will bill to you at cost, including
disbursements for travel, photocopying, facsimile transmission charges, deliveries, filing fees,
computer assisted research, and other necessary office expenses. Please note that our fees are
not contingent on the successful passage of the ballot question by the electors of the District.
Public Contract for Services - Compliance with ~ 8-17.5-101 CRS In
connection with our engagement with the Town as special counsel, Sherman & Howard L.L.C.
qualifies as a "contractor" pursuant to § 8-17.5-101(2), C.R.S. and we hereby certify that, as of
the date hereof: (i) we do not knowingly employ or contract with an illegal alien, and (ii) we
have participated in the Basic Pilot Program (as defined in § 8-17.5-101(1), C.R.S.) in order to
verify that we do not employ any illegal aliens. In compliance with Section § 8-17.5-102(2),
C.R.S., the provisions set forth in Exhibit A to this engagement letter are incorporated herein and
made a part hereof.
Document Retention. At or within a reasonable period after we have concluded
our representation of the Town in this matter, we will review the file to determine what materials
should be retained as a record of our representation and those which are no longer needed. We
will provide you with a copy of the customary transcript of documents concerning the creation of
the District and the related election proceedings and will return any original documents obtained
from you (if a copy is not included in the transcript). We will retain for several years a copy of
the transcript and such other materials as correspondence, final substantive work product,
documents obtained from you, and documents obtained from third parties. We will not retain
such materials as duplicates of the above-described material, or drafts and notes that do not
appear needed any longer.
Ordinarily the firm will keep the retained materials for seven years. At the end of
that time, unless you advise us in writing to the contrary, we will destroy the bulk of the file. If
the file is especially voluminous, we may destroy all or portions of it earlier, as our storage
facilities are limited. If you prefer other. arrangements for retention or disposition of our files in
this matter, please advise us in writing.
Termination of Engagement. This engagement will terminate after the period for
an election contest relating to the ballot question(s) concerning the District has passed.
Sherman & Howard L.L.C.
Town of Avon
July 19, 2007
Page 3
Approval. If the foregoing terms of this engagement are acceptable to you, please
so indicate by returning the duplicate original of this letter signed by the officer so authorized,
retaining the other original for your files.
We are pleased to have the opportunity to serve as your special counsel and look
forward to a mutually satisfactory and beneficial relationship. If at any time you have questions
concerning our work or our fees, we hope that you will contact us immediately.
SHERMAN OWARD L.L.C.
By:
Enclosures:
Duplicate Original Execution Copies
Self-addressed envelope
Accepted and Approved:
Date:
Its: Town Manager
cc: John Dunn, Esq.
TOWN OF AVON
Exhibit A
A. Sherman & Howard L.L.C. shall not:
(I) knowingly employ or contract with an illegal alien to perform work described in
this engagement letter under Scope of Employment (the "Legal Services") or
(II) enter into a contract with a subcontractor that fails to certify to Sherman &
Howard L.L.C. that the subcontractor shall not knowingly employ or contract with
an illegal alien to perform the Legal Services.
B. Sherman & Howard L.L.C.:
(I) has verified or attempted to verify through participation in the Basic Pilot
Program that it does not employ any illegal aliens;
(II) shall not use Basic Pilot Program procedures to undertake pre-employment
screening of job applicants while performing Legal Services;
(III) shall be required (only if Sherman & Howard L.L.C. obtains actual knowledge
that a subcontractor performing Legal Services knowingly employs or contracts
with an illegal alien):.
(a) to notify the subcontractor and the Town within three days that Sherman
& Howard L.L.C. has actual knowledge that the subcontractor is employing or
contracting with an illegal alien; and
(b) terminate the subcontract with the subcontractor if within three days of
receiving the notice required pursuant to subparagraph (a) of this subparagraph
(III) the subcontractor does not stop employing or contracting with the` illegal
alien; except that Sherman & Howard L.L.C. shall not terminate the contract with
the subcontractor if during such three days the subcontractor provides information
to establish that the subcontractor has not knowingly employed or contracted with
an illegal alien; and
(IV) shall comply with any reasonable request by the Department of Labor and
Employment made in the course of an investigation that such department is
undertaking pursuant to § 8-17.5-102(5) C.R.S.
PUBFIN\708402.1