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TC Resolution 23-22 Appointing Nina P. Williams As Interim Town AttorneyA Avon COLORADO RESOLUTION 23-22 APPOINTING NINA P. WILLIAMS AS INTERIM TOWN ATTORNEY WHEREAS, the Home Rule Charter of the Town of Avon states in Chapter X, Section 10.1, that the Council shall appoint a Town Attorney to serve at the pleasure of Council, who shall be admitted to practice in Colorado and shall have been in active practice at least five years prior to appointment; and WHEREAS, the Town of Avon previously solicited proposals for legal services, received a proposal from Nina P. Williams, Founder and Managing Partner of the local government law firm Wilson Williams LLP and interviewed Nina P. Williams; and WHEREAS, the Town Council of the Town of Avon desires to appoint Nina P. Williams to serve as the interim Town Attorney; and WHEREAS, the Town Council desires to promote an efficient transition in the office of the Town Attorney. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF AVON: 1. The Town Council hereby appoints Nina P. Williams to serve as the interim Town Attorney effective December 19, 2023. 2. The Town Council hereby approves the Retainer Agreement for legal services with Wilson Williams LLP, attached hereto as Exhibit A and authorizes the Mayor and Town Clerk to execute the Agreement for Legal Services. ADOPTED on December 19, 2023. AVON TOWN COUNCIL By: Attest: my Phillips, Mayor Miguel Jaureu' asanueva, T Exhibit A: Retainer Agreement for Legal Services with Wilson Williams LLP. :S EA U Nerk Res 23-22 Appointing Karl Hanlon Town Attorney November 14, 2023 Page 1 of 1 NW WILSON WILLIAMS LLP LEGAL SERVICES AGREEMENT THIS AGREEMENT is between the Town of Avon, a Colorado home rule town ("Town"), and Wilson Williams LLP ("Law Firm"), under which the Law Firm shall perform legal services for the Town. WHEREAS, on December 19, 2023, pursuant to Section 10.1 of the Home Rule Charter for the Town of Avon, the Town Council of the Town has appointed Nina P. Williams from Wilson Williams LLP, as its Interim Town Attorney, and WHEREAS, effective January 1, 2024, Wilson Williams LLP will be doing business under the trade name "Wilson Williams Fellman Dittman." NOW THEREFORE, the Town retains the Law Firm pursuant to the following agreement: 1. Scope of Legal Services. The Law Firm will provide any and all legal services requested of it by the Mayor, Town Council, Town Manager, and any boards or employees of the Town authorized by the Mayor, Town Council or Town Manager to request legal services of the Law Firm. Such services shall include, but are not limited to the following: a. Attend regular and special meetings of the Town Council; attend work session meetings of the Town Council as requested. b. Attend meetings and conferences with Town Council, Town boards and commissions, Town staff and officers as directed by the Mayor, Town Council or Town Manager. C. Prepare and/or review ordinances and resolutions. d. Prepare and/or review contracts for services, materials and real estate involving the Town. e. Respond to all inquiries and communications of a general legal nature from the Mayor, members of the Town Council, Town Manager, and Town staff. f. Represent the Town in its dealings and negotiations with federal, state and local governmental entities and agencies, special improvement districts and utilities. g. Represent the Town in litigation matters involving the Town. h. Enter an appearance in and/or monitor litigation matters that are being actively handled by outside counsel. 1. Perform such other duties as may be prescribed by the Mayor, Town Council, or Town Manager. The Law Firm agrees to exercise its best efforts on behalf of the Town and to handle the matters for which representation has been requested of it faithfully and with due diligence, and in accordance with the Colorado Rules of Professional Conduct. The Law Firm cannot and does not guarantee or agree that a result favorable to or satisfactory to the Town will be achieved. No settlement or compromise will be made without the Town's consent. The Law Firm is acting as an independent contractor, and therefore the Town will not be responsible for FICA taxes, health or life insurance, vacation, or other employment benefits. The Law Firm shall maintain at all times professional malpractice insurance in the minimum amount of two million dollars ($2,000,000) and shall provide a current certificate of insurance to the Town of Avon. The Law Firm shall promptly notify the Town if there is any discontinuation or change of malpractice. Attorneys at Law Mailing: 1314 Main Street, Suite 101, Louisville CO 80027 Main: 303. 376.8510 www.wilsonwilliamsllo.com 2. Identification of Client. It is understood that the Law Firm's client for purposes of its representation is the Town of Avon, and not any of its individual members or constituents, or any other entities whose interests are being represented by those individuals. 3. Term and Termination. It is understood that the Interim Town Attorney serves at the pleasure of the Mayor and Town Council, and this Agreement shall therefore be for an indefinite term. The Town may terminate this Agreement at any time. If the Town discharges the Law Firm, the Town shall pay all fees and costs incurred up until the date of termination. Subject to the Colorado Rules of Professional Conduct and any applicable court rules, the Law Firm may, after reasonable advance written notice to the Town, terminate this Agreement. Reasonable advance written notice provided by the Law Firm shall be at least sixty (60) days unless Town consents to a less notice period. If the Law Firm terminates this Agreement, the Town shall pay all fees and costs incurred to the date of termination. 4. Performance Review. The performance of the Interim Town Attorney may be reviewed by the Town Council and Town Manager annually, at the discretion of the Town. 5. Designated Town Attorney. Town Attorney services are generally provided by the Law Firm as a team. Subject to other direction from the Town, Nina P. Williams will serve as the designated Interim Town Attorney, with Geoff Wilson serving as the principal deputy, and with primary assistance by Erica Romberg and Betsy Stewart. The Interim Town Attorney may delegate certain research, litigation or drafting projects or any other matters to other attorneys in the Law Firm who have expertise in the area of the legal services requested; however, any such delegated work will be performed directly under her supervision and responsibility. Nina P. Williams will strive to provide regular on -site "office hours" at the Avon Town Hall on Tuesdays and Wednesdays of Town Council meeting weeks, subject to winter conditions, I-70 closures, and unforeseen conflicts. 6. Management. The Interim Town Attorney will confer with the Town Manager, Mayor and Mayor Pro Tem as appropriate to identify legal service priorities and to plan for the management of the legal services budget. 7. Compensation and Expenses. The Town will compensate Law Firm for professional legal services as indicated below. Expenses such as photocopying will be charged at the rates set forth on the attached "Schedule of Costs." Attorney Partners Counsel Senior Associate Attorneys Associate Attorneys Paralegals/Support staff Ken Fellman Hourly Municipal Rate $ 245.00 $ 230.00 $ 210.00 $ 195.00 $ 95.00 $ 315.00 Developer Reimburse Rate $ 275.00 $ 255.00 $ 230.00 $ 215.00 $ 105.00 $ 365.00 a. Other Expenses. In addition to the foregoing hourly rates for professional services, the Law Firm shall charge and the Town shall pay all costs incurred by the Law Firm in providing legal services for the Town. Examples of such costs include charges for mileage, photocopies, and printing. The Town shall, upon request of the Law Firm, advance to the Law Firm the payment of any single item of cost that exceeds Five Hundred Dollars ($500.00). A copy of the "Schedule of Costs" is attached hereto. The firm will also charge half-time for travel to and from the Louisville office to attend meetings. b. MontbyBillings. The Law Firm will provide a computer -generated, detailed and itemized billing statement each month, for both fees and disbursements. All invoices will reflect services already performed and disbursements already made and are due upon receipt. Any amounts not paid within 60 days of the date of the bill shall be subject to a late payment charge of 1-1/2% per month (18% per year). If the Town fails to pay any charges within 90 days of the date of the bill the Law Firm may elect to stop all work for the Town. The Town's obligation to make prompt payment of all charges does not depend upon achievement of any specific result. Payments will be applied first to the oldest amounts outstanding. C. Kates Generally. The Law Firm agrees that it shall not raise not seek to raise the hourly rates for legal services provided under this agreement for a period of at least two (2) years from the effective date of this agreement. The Law Firm shall provide at least four (4) months prior written notice of any increase in the hourly rate for legal services. 8. Billing Statement. The Law Firm will provide a computer generated billing statement each month setting forth the following information in a readable, detailed format: a. The date services are provided. b. The description of those services. C. The legal professional performing those services. d. The applicable hourly rate. The amount of time expended. f. A total of the cost of those services. g. With respect to disbursements and other expenses, the billing statement will indicate the date, the item of expense and the cost of that expense in a cumulative total of all expenses that month. h. Any legal work associated with development applications shall be provided as a separate invoice that may be forwarded to Developer Applicants in accordance with the pass - through billing authority in the Avon Development Code. 9. Arbitration. Although we do not expect that any dispute between us 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 Town 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 Town 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 Town and the Law Firm. Arbitration of all disputes, and the outcome of the arbitration, shall remain confidential between the parties. 10. Document Retention. The Town acknowledges that the files the Law Firm creates and compiles for work on the Town's matters, including notes, correspondence, pleadings, research, and documents which we prepare, will not be kept indefinitely. It is the Law Firm's policy to destroy all files (including all documents and materials therein), seven (7) years after we send such files to remote storage upon completion of each matter. However, if some legal restriction on destruction is imposed or some new development occurs, the retention period may be modified. This file destruction process is automatic and the Town will not receive further notice prior to the destruction of these files. Accordingly, if the Town wishes to maintain a record of any matter beyond our retention period, the Town should consider maintaining its own files relating to the matters that we are handling. 11. Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Colorado. 12. Amendment. This Agreement may be amended only by a written instrument signed by both of the parties hereto. 13. Prior Agreements. This Agreement shall supercede all prior agreements between the parties concerning the provision of legal services. 14. Signature. THE LAW FIRM AND THE TOWN HAVE READ THIS DOCUMENT, UNDERSTAND IT, AND AGREE TO IT. EZECUTED on this 19th day of December, 2023, to be effective as of December 19, 2023. TOWN OF AVON, COLORADO By: rimy ps, Mayor WILSON WILLIAMS LLP LE Nina P. Williams, Managing Partner Attest: V Miguel Jauregui Ca an eva, Town Clerk EXHIBIT A Schedule of Costs 1. Printing, Copying and Scanning: Document printing, scanning and copying charges are $.10 per page for black and white copies, and $.50 per page for color copies made within the office. Copying, collating, binding, and scanning performed outside the Firm shall be charged at actual cost. The decision to use outside scanning, copying, collating and binding services shall be made on a case -by -case basis as the circumstances require. 2. Deliveries: Items delivered by commercial messenger service are billed at the actual rate charged by the service. 3. Legal Research: The charge to the Town includes the usage amount billed directly to the Firm from its online legal research provider in relation to the Town's case. 4. Mileage: Mileage is charged to and from the Louisville office at a rate consistent with the guidelines published by the IRS. 5. Lodging: Costs of lodging, when authorized by the Town, are passed along at the actual amount paid. The Town has authorized in advance the costs of lodging when overnights are required by Attorneys to conduct Town business and attend Town Council and Planning Commission meetings, at the Comfort Inn Near Vail Beaver Creek or Falcon Point. 6. Other Costs: Other third -party costs will be billed to Town at the same rate the Firm is billed for the third -party services. WILSON WILLIAMS LLP PRIVACY POLICY NOTICE Attorneys, like other professionals, who advise on certain personal matters, are required by 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 privacy policy. Therefore, please understand that your privacy is important to us and we will always protect 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 law by explaining our privacy policy with respect to your personal information. NONPUBLIC PERSONAL INFORMATION WE COLLECT: In the course of providing our Clients with legal 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. PRIVACY POLICY: As a Client of Wilson Williams LLP, 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.