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07-17-2014 Engagement letter with Eaglebend; Butler Snow LLPBUTLER I July 17, 20 14 VIA E -MAIL To„ n of Avon Avon, CO 80104 Attention: Eric Heil, Town Attorney Dear Eric: This letter is to confirm our engagement as special COLIII.Sel to the "Town of' Avon. Colorado ('the "Town "), in connection with the review of various documents in connection with the refunding bonds (the '`Bonds ") to be issued by EagleBend Dowd (Kayak) Affordable Housing Corporation (`EDAHC "). This letter sets forth the role we propose to serve and the responsibilities we propose to assLulle as special counsel to the Town in connection vWith this engagement. Scope of Services 'f'he scope of our services wilt include assisting the Town by revieNvin- and negotiating the certain documents relating to the issuance ol'the Bonds. Our services do not include financial advice to the Tow-n. 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 acknowledgement 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 }'ou, as "I'own Attorne} Where appropriate, certain tasks may, be performed by other attorneys or paralegals. At all times, liowever. Dee Wisor will coordinate, review, and approve all work completed for the Town. 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 suc11 counsel as they deem necessary and appropriate to represent their interests in this transaction. 1501 DEE P. WISOH �uae l00 72o- 330.2357 1)enwo, C�)fit?'0.' j Jcc.tivisor {Fbuticngotiv.eom B)1 rLFR SNOW I LP T -20?3 - 0._,300 F720.S30.? i01 u ¢1110. nudtltatno. rom Town of Avon Rely' 17, 2014 Pane 2 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 representin, the Town. AVe 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 reduire that the basis or rate of le(,al fees be commruiicated to the client in writing. Nir. W %isor's CrnTent 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 rnontlily 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: (1) 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 engagenncnt letter are incorporated herein and made a part hereof. Document Retention At or within a reasonable period alter Closing, we will review the file to determine what materials should be retained as a record of our representation and those that are no longer needed. We will provide you with a copy of the customary transcript of documents after Closing and w -111 return any original documents obtained from you (if a copy is not included in the transcript). Our document retention policy is attached hereto as Exhibit B. ,termination of Engagement Upon completion of our wort: relating to the issuance of the Bonds. our representation of the Town and the attorney- client relationship created by this engagement letter will be concluded. Town of Avon July 17. 201-4 Page 3 We are pleased to have the Town as our client. and look forward to a mutually satisfactory and beneficial relationship. If the ioregoing 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 mc. Thank you. BUTLER SNOW LLP B\y- 49,-- � uj,,� Accepted and Approved: DPW /jw Town of Avon .Iuly 16, 2014 Page 4 Exhibit A A. Butler Snow LL,P shall not: (I) knowingly, employ or contract with in illegal alien to perform wort: described in this engagement letter under Scope of Services (the-Legal Services ") or (ll) 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. R. RLlticl' Snow LLP: (I) has confirmed the employment eligibility of all employees who are newly hired for employment to perform the Legal Services tllrou(.;la participation in either the c- verily program or the department program; (II) shall not use either the c- verifv program or the department program procedures to undertake preemployment screening of job applicants while performing Lepl Services; (III) shall be required (only if Butler Snow LLP obtains actual knowledge that a subcontractor ped'orming Legal Services knowingly employs or contracts with an illegal alien): (a) to notily 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 ptu-suant 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 knowinaly 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 coLu-se ofan investigation that such department is wldertakin(.;lnirsuant to § 8- 17.5 - 102(5) C.R.S. Town of Avon Jtily 16, ?014 patue Exhibit B NOTICE TO CLIENT'S OF BUTLER SNONVS RECORD RFTF.NTION & DESTRUCTION POLICY FOR CLIENT FILES Butler Siio\v maintains its client files electronically. Ordinarily, we do not keep separate paper files. We will scan d0CUn1cntS you or others send to us related to your inatter to our electronic file for that matter: and will ordinarily retain only the electronic version while your matter is pending. Unless you instruct us otherwise, once such documents have been scanned to out- electronic file, ive will destroy all paper documents provided to us. If you send us original documents that need to be maintained as originals while the matter is pending, we ordinarily will scan those to our client file and return the originals to you fog- safekeeping. Alternatively, you maV rcqucst that we maintain such originals while the matter is pending. If we agree to do that, we will make appropriate arrangements to maintain those original documents while the matter is pending. At all times, records and documents ill our possession relating to your representation are subjcct to Butler Snow's Record Detention and Destruction Policy Cor Client Files. Compliance With this policy is neccssary to fulfill the firm's le,,al and ethical duties and obligations, and to ensure that information and data relating to you and the legal services we provide are maintained in strict confidence at all times during and after the engagement. All client matter files are Subject to these policies and procedures. At your request, at any time during the representation, you may access or receive copies of any records or documents in our possession relating to the legal services being provided to you, excluding certain firm business or accounting records. We reserve the right to retain originals or copies of any such records of documents as needed during the course of the representation, unless you instruct us otherwise, once our work on this matter is completed, we will designate V0111, file as a closed file on our system and will apply our document retention policy then in effect to the materials in your closed files. At that time, we ordinarily will return to VOU any original documents we have maintained in accordance with the preceding paragraph while the matter was pending. Otherwise. we will retain the closed file materials for our benefit and subject to our own policies and procedures concerning file retention and destruction. Accordingly, if you desire copies of any documents (including correspondence, e- mails, pleadings, contracts, agreements, etc.) related to this matter or generated while it was pending, you should request such copies at the time our work on this matter is completed. YOU will be notified and given the opportunity to identify and request copies of such items you would like to have sent to you or someone else designated by N °ou. You Will have 30 days from the date our notification is sent to you to advise us of any items _you Would like to recciyc. You will be billed for the expense of assimilating, copying and transmitting such records. We reserve Town of Aeon 1uIV 16, 2014 Page 6 the right to retain copies of any such items as we deem appropriate or necessary for our use_ Any non - public information, records or dOCUn]ents retained by Butler Snow and its employees will he kept confidential in accordance with applicable rules of professional responsibility. Any file records and documents or other items not requested within 30 days will become subject to the terms of Butler Snow -'s Record Retention and Destruction Police for Client Tiles and] will be subject to final disposition by Butler Snow at its sole discretion. Pursuant to the terms of Butler Snow's Record Retention and Destruction Policy for Client miles, all unnecessary or extraneous items, records or documents may be removed from the file and destroyed. The remainder of the file will he prepared for closing and placed in storaoe or archived. It will be retained for the period of time established by the policy (or files related to this practice area, after which it will be completely destroyed. This includes all records and documents, regardless of format. While we will use otur best efforts to maintain confidentiality and security Over all file records and documents placed in storage or archived, to the extent allowed by applicable law, Butler Snow specifically disclaims any responsibility for claimed damages or liability arising from damage or destruction to site]] records and documents, whether caused by accident. natural disasters such as flood, fire, or wind damage; terrorist attacks; equipment falhires: breaches of Butler Snow's network security_ or the negligence of third -party providers engaged by our firm to store and retrieve records.