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10-18-2007 MOSES, WITTEMYER, HARRISON AND WOODRUFF, PC AGREEMENT FOR LEGAL SERVICESMOSES, WITTEMYER, HARRISON AND WOODRUFF, P.C. LAW OFFICES 1002 WALNUT STREET, SUITE 300 JAMES R. MONTGOMERY BOULDER, COLORADO 80302 CHARLES N. WOODRUFF TIMOTHY J. BE.ATON (1941-1996) RICHARD J. MEHR.EN TELEPHONE: (303) 443-8782 FAX: (303) 443-8796 COUNSEL RAPHAEL J. MOSES MARJORIE L. SANT JOHN WITTEMYER PATRICIA M. DECHRISTOPHER ADDRESS CORRESPONDENCE TO: DAVID L. HARRISON DAVID L. OLSON 11 P. 0. BOX 1440 BOULnI3R., CO 80306.1440 October 18, 2007 Town of Avon c/o John W. Dunn John W. Dunn and Associates, LLC P.O. Box 7717 Avon, CO 81620 Re: Aureement for Legal Services Town of Avon Dear John: The purpose of this letter is to outline the terms on which the Town of Avon agrees to retain me and my law firm to provide water-related legal services and the terms on which I and the firm agree to provide those services. The scope of the engagement would be to provide legal services on an as-needed basis as water counsel to the Town. I understand that the work would involve assisting you as Town Attorney and advising the Town Manager and Council on transactional matters that are water-related, such as dealings with the Upper Eagle Regional Water Authority and other members of the Authority, contracts and negotiations with developers, acquisition of water rights, and related matters. In. addition, I would represent the Town as needed in Water Court cases, such as the two pending Town of Minturn cases. I understand that the work will not likely involve substantial Water Court activity because the primary Water Court work associated with the Town's water rights is carried out by the Upper Eagle Regional Water Authority. I have spoken with other attorneys in the firmto determine whether there are potential conflicts of interest with work for other clients of the firm. We are not aware of any direct conflicts but wanted to make you and. the Town aware of work that we have done for other clients that could be considered by the Town to present the potential of a conflict. As we discussed during the telephone interview yesterday, I represented Union Oil Company of California (Unocal) for many years in connection with its oil shale properties and water rights in Parachute Creek., the Roaring Fork River and the Colorado River near Parachute, Colorado. Unocal has since sold all of its water rights and properties and I continue to do some water rights work for its successor EnCana. Unocal was party to some cases in the Eagle River basin years ago, but EnCana is not active in that area. I continue to advise EnCana with respect to very large Water Court applications that might affect EnCana's water rights in the Colorado River basin, but I would not expect that to present a conflict MOSES, WITTEMYER, HARRISON AND WOODRUFF, P.C. Town of Avon October 18, 2007 Page 2 of interest with the scope of work you described in our conversation. I have provided a courtesy notice to EnCana of my proposed representation of the Town and have been informed that EnCana does not perceive any potential conflict in that relationship. I also learned in a discussion with my partner Tim Beaton that he once represented the Upper Eagle Regional Water Authority in connection with a dispute with the Town of Avon. At the time he was a partner with the firm of Collins & Cockrel and assisted Jim Collins on an issue concerning the breadth of the Upper Eagle Regional Water Authority's formation documents as they related to the Town of Avon. Tim has no recollection of the details of that work and left all of the files related to that work with the Collins & Cockrel fire when he re joined Moses, Wittemyer. Again, we do not perceive that prior work to present a conflict but, in the interest of full disclosure, wanted you and the Town to be aware of it. Sometimes conflicts arise that were not foreseen when we undertook the new representation. In that event, our firm's policy is to cease representing the newer client and to continue representing the older client to the extent that ethical considerations permit us to do so. Sometimes, based on ethical considerations, it may be necessary for our firm to cease representing both. the newer and the older client or a particular matter if a conflict of interest arises. I will be primarily responsible for any work on the Town's behalf. However, where appropriate, I will delegate work to associate attorneys, paralegals and law clerks, in order to keep the costs as low as reasonably possible. Our hourly rates are listed on the fee schedule attached. ViTe typically review and adjust the hourly billing rates on an annual basis, and we will advise the client in writing of any changes in our billing rates before undertaking any work at rates different from those described herein. Our monthly bills will indicate the hourly charges by attorney or other staff member, as well as any additional fees or out-of-pocket expenses incurred in connection with your legal services. Mileage is presently billed at 48.5¢ per mile, photocopies are billed at 10¢ per page and faxes are billed at 50¢ per page. Payment is due within 30 days and it is our firm's policy to charge interest at a rate of 1% per month on any principal balance that is not paid within 30 days. We will use our best efforts in representing the Town in connection with its water matters, but make no promises or guarantees regarding the outcome of the subject matter for which we are retained. Our comments regarding the probable outcome of any matter are mere expressions of opinion. We also cannot guarantee that any case or controversy involving court action or administrative proceedings will be resolved within a specific time frame because the time table for resolving such matters by a court or agency is often beyond our control. The Town, in turn, agrees to provide us on a timely basis with all data, documents or other information in its possession I MOSES, WITTEMYER, HARRISON AND WOODRUFF, P.C. Town of Avon October 18, 2007 Page 3 relating to the matters within the scope of our representation so that we can be fully informed. The Town has the right to terminate the engagement of our firth at any time. We reserve the right to do the same within ethical constraints and so long as we give the Town adequate notice of such termination. Attached to this letter is an addendum that you provided related to this firm's efforts to identify and avoid hiring illegal aliens in its employinent practices. I have signed this addendum and it is incorporated. into this agreement to provide legal services to the Town. If the policies, terms and conditions of this proposal for legal services are acceptable, please sign and return a copy of this letter to me, while retaining a copy for the Town's records. I took forward to the opportunity to work with you, the Town Manager and Town Council. If you have any questions or need additional information, please call. Yours truly, ontgoan y j4e s 40 for MOSES, WITTEMYER, HARRISON AND WOODRUFF, P.C. The foregoing is accepted as the terms of the engagement of Moses, Wittemyer, Harrison and Woodruff, P.C. to represent the Town of Avon regarding the specific matters described. herein. Dated: ~3oCJj JRM.: rlo Enclosures 3 MOSES, WIT'TIEMYER, HARRISON AND WOODRUFF, P.C. LAW OFFICES 1002 WALNUT STREET, SUITE 300 JAMES R. MONTGOMERY BOULDER, COLORADO 80302 CHARLES N. WOODRUFF TIMOTHY J. BEATON (1941-1996) RICHARD J. MEHREN TELEPHONE: (303) 443-8782 FAX: (303) 443-8796 COUNSEL RAPHAELJ. MOSES JOHN WITTEMYER MARJORIE L. SANT ADDRESS CORRESPONDENCE TO' DAVIT) L. HARRISON PATRICIA M. DECHRISTOPHER P. 0. BOX 1440 DAVID L. OLSON 11 BOULDER. CO 80306-1440 This is to advise that effective January 1, 2007 our hourly rates for professional services rendered will be as follows: John Wittemyer $250.00 per hour David L. Harrison $205.00 per hour James R. Montgomery $205.00 per hour Timothy J. Beaton $205.00 per hour Richard J. Mehren $150.00 per hour Marjorie L. Sant $110.00 per hour Patricia M. DeChristopher $1.10.00 per hour David. L. Olson II $ I 10.00 per hour Paralegal $ 60.00 to $ 70.00 per hour Senior Law Clerks $ 70.00 per hour Junior Law Clerks $ 60.00 per hour Interest at the rate of 1.0% per month accrues on amounts not paid within thirty (30) days of billing. The finn reserves the right to charge on other than an hourly rate basis, or to charge a fee in addition to hourly rates, for work involving special risks, effort or time constraints including, without limitation, opinions relating to title, bonds and similar matters. ADDENDUM The undersigned ("Contractor"), a party to the agreement for legal services entered into on ~Ltbr~,r 2007 with the Town of Avon ("Agreement") hereby agrees to comply with the requirements of this Addendum as a requirement of the Agreement. Illegal Alien Workers. Contractor shall not knowingly employ or contract with an illegal alien to perform work under the Agreement or contract with a sub-contractor who knowingly employs or contracts with an illegal alien to perform work under the Agreement. Execution of this Addendum by Contractor shall constitute a certification by Contractor that it does not knowingly employ or contract with an illegal alien and that the Contractor has participated or attempted to participate in the Basic Pilot Employment Verification Program administered by the United States Department of Homeland Security, ("Basic Pilot Program") in order to confirm the employment eligibility of all employees who are newly hired for employment in the United States. Contractor shall comply with the following: (a) Contractor shall confirm or attempt to confirm the employment eligibility of all employees who are newly hired for employment in the United States through participation in the Basic Pilot Program. Contractor shall apply to participate in the Basic Pilot Program every three months until all Contractor requirements under this Agreement are completed or until Contractor is accepted into the Basic Pilot Program, whichever occurs earlier. (b) Contractor shall not utilize the Basic Pilot Program procedures to independently undertake pre-employment screening of job applicants. (c) Contractor shall require each subcontractor to certify that subcontractor will not knowingly employ or contract with an illegal alien to perform work under the Agreement- If Contractor obtains actual knowledge that a subcontractor performing work under the Agreement knowingly employs or contracts with an illegal alien the Contractor shall be required to: i. Notify the subcontractor and the Town within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and ii. Terminate the subcontract with the subcontractor if within three (3) days of receiving notice from the Contractor, the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. (d) Contractor shall comply with any reasonable request by the Department of Labor and Employment ("Department") made in the course of an investigation by the Department. 2. If Contractor violates any provision of this Addendum, Town may terminate the Agreement immediately and Contractor shall be liable to Town for actual and consequential damages of Town resulting from such termination and Town shall report such violation by Contractor to the Colorado Secretary of State as required by law. Executed this /f-day of &Mhe " , 2007. MOSES, WITTEMYER, HARRISON AND WOODRUFF, PC, CONTRACTOR BY:. 61 V S