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11-11-2014 Agreement for Legal Services for Town of AvonAGREEMENT FOR LEGAL SERVICES FOR TOWN OF AVON Parties. This is a contract for legal services between the law firm of Heil Law and Planning, LLC, a limited liability company, (the "Law Firm ") and the Avon Town Council of the Town of Avon, Colorado ( "Client ") dated November 11, 2014. 2. Scope of Legal Services. As directed by the Client, the Law Firm shall provide legal services to the Client with regard to serving as the Town Attorney for the Town of Avon, Colorado in accordance with the Town's Home Rule Charter and responsibilities stated in the Avon Municipal Code and as otherwise directed by the Client. Mr. Eric J. Heil, Esq. shall serve as the principal attorney representing the Client. 3. License and Malpractice Insurance. The Law Firm agrees to maintain at all times its license to practice law in the State of Colorado. Law Firm shall promptly inform Client if there is any change in the good standing status of the license to practice law in the State of Colorado. Law Firm shall maintain professional malpractice insurance in the minimum amount of one million dollars ($1,000,000.00) per occurrence in a form and with such terms as are acceptable to the Client. 4. Compensation. The Client shall pay the Law Firm compensation for services rendered. The Law Firm charges an hourly rate for Eric J. Heil, Esq. of one hundred ninety dollars ($190.00) and two hundred forty dollars ($240.00) for review of development applications which costs are paid by the development applicant in accordance with the Avon Development Code. The Law Firm agrees that it shall provide at least four (4) months prior written notice of any increase in the hourly rate. A. Costs. The Client shall compensate the Law Firm for out -of- pocket fees and costs incurred on the Client's behalf, including but not limited to filing fees, service of process, expert witness fees, court reporter fees, transcript fees, messenger fees, computer research, recording fees, title company fees. Such fees will be billed to the Client at the Law Firm's cost without mark -up. The Client shall compensate the Law Firm for mileage expenses for personal use of private vehicles used by the Law Firm's attorneys incurred in the direct and exclusive performance of services for the Client. Mileage shall be charged at the reimbursement rate set by the Internal Revenue Service. The Client shall compensate the Law Firm for one -half of the travel time incurred by the Law Firm's attorneys in the direct and exclusive performance of services for the Client. B. Estimated Charges. The Law Firm may give the Client an estimate of the anticipated total cost of a particular matter. The actual charges may vary from the estimate due to unforeseen complexities or difficulties. The estimate is not firm and is not binding on either the Client or the Law Firm. C. Billing; Payment; Late Payment Charge. The Law Firm shall provide to the Client a detailed invoice for all legal services on a monthly basis. Such billings shall separate work and fees associated with specific projects for which the Client accounts separately. The Client shall pay all billings from the Law Firm within thirty (30) days of receipt of invoice. Any amounts not paid within thirty (30) days of the date of the bill shall be subject to interest at the annual rate of 12 %. If the Client fails to pay any charges within thirty (30) days of the date of the bill the Law Firm may elect to stop all work for the Client. The Client's obligation to make prompt payment of all charges does not depend upon achievement of any specific result. 5. Client. The Client grants to the Law Firm the power to execute documents connected with the representation of the Client, including pleadings, applications, protests, contracts, commercial papers, settlement agreements and releases, dismissals, orders and all other documents and to represent the Client in matters associated with providing legal services to the Client. 6. Term and Termination. This Agreement shall be effective upon approval by the Client and Law Firm and shall terminate upon written notice by either party. Termination by either party may occur at any time without cause or reason. The Law Firm shall use best efforts to provide a minimum of sixty (60) days notice of termination of representation of the Client. If the Client discharges the Law Firm, the Client shall pay all fees and costs incurred to the date of termination, and the Law Firm shall promptly deliver all files and documents of the Client to the Client. 7. Arbitration. Although the parties do not expect that any dispute between them will arise, in the unlikely event of any dispute under this Agreement, including a dispute regarding the amount of legal fees or costs owed to the Law Firm or the quality of the Law Firm's services, including any claim of malpractice, such dispute shall be subject to binding arbitration. The Client and Law Firm acknowledge that they are waiving their right to seek remedies in court, including the right to a jury trial. (This clause does not prevent the Client and the Law Firm from trying to resolve any dispute through voluntary mediation, but there is no requirement to do so.) Any dispute concerning fees or costs shall be submitted to the Legal Fee Arbitration Committee of the Denver Bar Association and the decision of the Committee shall be final and binding on both parties. Any dispute concerning the quality of the Law Firm's services, including malpractice claims, shall be submitted to a single arbitrator and the decision of the arbitrator shall be final and binding on both parties. A final judgment can be entered on the arbitration award by a court of competent jurisdiction. The arbitrator shall be selected from the Judicial Arbiter Group, Denver, Colorado unless the parties agree otherwise. If the parties do not agree on the selection of a single arbitrator within ten days after a demand for arbitration is made, then the arbitrator shall be selected by the Judicial Arbiter Group from among its available professionals. All arbitrations shall be held in Denver, Colorado unless the parties mutually agree on some other location. All arbitrations shall proceed under the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this Agreement, unless otherwise agreed by the parties. The arbitrator shall have the discretion to order that the costs of arbitration, fees (including expert witness and reasonable attorney fees), and other costs shall be borne by the losing party. Any filing fees or other administrative costs of arbitration shall be divided equally between the Client and the Law Firm. Arbitration of all disputes, and the outcome of the arbitration, shall remain confidential between the parties. Document Retention. Files maintained by the Law Firm as the result of performance of services for the Client pursuant to this Agreement shall be the property of the Client, and upon termination of this Agreement, shall be delivered to the Client. THE LAW FIRM AND THE CLIENT HAVE READ THIS DOCUMENT, UNDERSTAND IT, AND AGREE TO IT. HEIL LAW AND PLANNING, LLC. �o O By: Eric Jame 3445 S. CI rmont St. Denver, CO 80222 (303) 975 -6120 eric(a)-heillaw.com Date: TOWN OF AVON, COLORADO By: �Rie Mayor ATTACHMENT A PRIVACY POLICY NOTICE Attorneys, like other professionals, who advise on certain personal matters, are now required by a new federal law to inform their clients of their policies regarding privacy of client information. Attorneys have been and continue to be bound by professional standards of confidentiality that are even more stringent than those required by this new law. Therefore, please understand that your privacy is important to us and we have always protected your right to privacy. Maintaining your trust and confidence is a high priority to this law firm. The purpose of this notice is to comply with the new law by explaining our longstanding privacy policy with respect to your personal information. NONPUBLIC PERSONAL INFORMATION WE COLLECT: In the course of providing our clients with financial advisory activities, including estate planning, tax planning and tax preparation services (including income tax, estate tax, and gift tax advice), collecting overdue accounts receivable, and providing real estate settlement services, we collect personal and financial information about our clients that is not available to the public and which is provided to us by our clients or obtained by us with their authorization or consent. As a current or former client of Heil Law and Planning, LLC, rest assured that all nonpublic personal information that we receive from you is held in confidence, and is not released to people outside the firm, except as agreed to by you, or as is permitted or required by law and applicable ethics rules. CONFIDENTIALITY AND SECURITY: We retain records relating to professional services that we provide so that we are better able to assist you with your professional needs and, in some cases, to comply with professional guidelines. We restrict access to nonpublic, personal information about you to those people in the firm who need to know that information to provide services to you (and their support personnel). In order to guard your nonpublic personal information, we maintain physical, electronic, and procedural safeguards that comply with our professional standards as well as federal regulations. Please call the attorney you work with if you have any questions. Your privacy, our professional ethics, and the ability to provide you with quality service are very important to us.