02-11-2014 Dee P Wiser Butler Snow, LLP Agreement (Special Counsel)Dee P. Wisor
Direct Dial Number: (720) 330 -2357
E -mail: dee.wisor(a,butlersnew.com
January 27, 2014
VIA E -MAIL
Town of Avon
Avon, CO 80104
Attention: Eric Heil, Town Attorney
Dear Eric:
This letter is to confirm our engagement as special counsel to the Town of Avon,
Colorado (the "Town "), in connection with the negotiation and review of various documents in
connection with the Villages at Avon real estate development in the Town (the "Development ").
As part of the settlement of litigation among the Town, Traer Creek Metropolitan District and the
Villages Metropolitan District (collectively the "Districts ") and certain owners and developers of
the property within the Development (collectively, the "Developer "), the Town is currently
negotiating with the Districts and the Developer with respect to development and financing of
issues. 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 this engagement.
Scope of Services
The scope of our services will include assisting the Town by reviewing and negotiating
the certain documents relating to the development and financing of the Development, including a
development agreement, agreements related to the financing of a water tank, the Districts'
service plan and related documents. Our services do not include financial advice to the Town.
We will not review the financial condition of the Developer or the feasibility of the Project and
we will express no opinion relating thereto. Our services as special counsel to the Town are
limited to those contracted for explicitly herein and the execution of this letter by the Town
constitutes an acknowledgment of those limitations.
Personnel
Dee Wisor will be principally responsible for the work performed by Butler Snow LLP
on your behalf and they will report to and take direction from you, as Town Attorney. Where
appropriate, certain tasks may be performed by other attorneys or paralegals. At all times,
however, Dee Wisor will coordinate, review, and approve all work completed for the Town.
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Town of Avon
January 27, 2014
Page 2
Attorney- Client Relationship
In performing our services hereunder, the Town will be our client. We will represent the
interests of the Town rather than the Town Council, the Council's individual members, or the
Town's employees. We assume that other parties to the transaction will retain such counsel as
they deem necessary and appropriate to represent their interests in this transaction.
Conflicts of Interest
Before accepting any new business, the Colorado Rules of Professional Conduct (the
"Rules ") require us to evaluate whether there exist any ethical constraints to representing the
Town. We have completed a conflicts check within our firm and have found no current conflict
between the Town and our existing clients.
Financial Arrangements
Butler Snow will invoice the Town each month for our work based upon the time we
spend on this matter. Butler Snow's rates for the work by its attorneys and legal assistants vary
based on the experience and expertise of the individuals involved. Typically, we adjust these
rates at year -end to reflect changing economic conditions. If the firm increases rates during this
engagement, we will provide written notice of those changes. The Rules require that the basis or
rate of legal fees be communicated to the client in writing. Mr. Wisor's current billing rate is
$545.00 for the attorneys who will be working with the Town. In addition, this letter authorizes
us to incur expenses and make disbursements on behalf of the Town, which we will include in
our monthly invoice. Disbursement expenses will include such items as travel costs,
photocopying, deliveries and other out -of- pocket costs.
Public Contract for Services — Compliance with § 8- 17.5 -101 C.R.S.
In connection with our engagement with the Town, Butler Snow LLP 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 who will perform work pursuant
to this engagement letter, and (ii) we have participated in the e- verify program or department
program in order to confirm the employment eligibility of all employees who are newly hired for
employment to perform work pursuant to this engagement letter. 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 work, we will review our
files to determine what materials should be retained as a record of our representation and those
that are no longer needed. We will return any original documents obtained from you. We will
retain for several years materials such as correspondence, final substantive work product,
Town of Avon
January 27, 2014
Page 3
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.
Termination of Engagement
Upon completion of our work relating to the financing and development of the Project,
our representation of the Town and the attorney - client relationship created by this engagement
letter will be concluded.
We are pleased to have the Town as our client, and look forward to a mutually
satisfactory and beneficial relationship. If the foregoing terms are acceptable to you, please so
indicate by having the appropriate individual execute a copy of this letter for the Town and then
return the executed copy to me. Thank you.
BUTLER SNOW LLP
By: g_42�
Accepted and Approved:
TOWN OF AVON, COLO
By: _p
Title:
Date: �l 11' 1 4
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Exhibit A
A. Butler Snow LLP shall not:
(I) knowingly employ or contract with an illegal alien to perform work described in
this engagement letter under Scope of Services (the "Legal Services ") or
(II) enter into a contract with a subcontractor that fails to certify to Butler Snow LLP
that the subcontractor shall not knowingly employ or contract with an illegal alien to perform the
Legal Services.
B. Butler Snow LLP:
(1) has confirmed the employment eligibility of all employees who are newly hired
for employment to perform the Legal Services through participation in either the e- verify
program or the department program;
(II) shall not use either the e- verify program or the department program procedures to
undertake preemployment screening of job applicants while performing Legal Services;
(III) shall be required (only if Butler Snow LLP 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 Butler
Snow LLP 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 Butler
Snow LLP 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.
ButlerSnow 192249240