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05-29-2008 WIDNER, MICHOW & COX, LLC AGREEMENT APPROVING LEGAL SERVICESA LM C, WIDNER MICHOW & COX:,,. ATTORNEYS AT LAIN August 29, 2008 Ms. Patty McKenny Director Administrative Services Town of Avon PO Box 975 / 400 Benchmark Rd Avon, CO 81620 RE: Avon Agreement for Legal Services Dear Patty: Enclosed are two (2) originals of the Agreement for Legal Services between Widner Michow & Cox LLP and the Town of Avon. These documents have been executed by the Widner Michow & Cox. Please obtain signatures on all documents where indicated. After completing, please return one (1) original of the agreement to our office. Please contact me at 303-754-3392 if you have any questions regarding this agreement. Sincerely, Eric Heil Assistant City Attorney Enclosure "503 Lase Eudie Dc f Suice 230 I C-t-nia], CO 801'1 1 1'.1 303.75'i.3399 F- 303.; -4 ..3395 ~~~~«~-:~idnennicha~v.com A AGREEMENT FOR LEGAL SERVICES 1. Parties. This is a contract for legal services between the law firm of Widner Michow & Cox LLP, a limited liability partnership, (the "Law Firm") and the Town of Avon, Colorado (the "Client" or "Town"). 2. Scope of Legal Services. Unless otherwise agreed by the Client, the Law Firm shall be devoted to representation of Colorado local governments and shall devote its resources toward the provision of services that are of most benefit to the day-to-day and special needs of Colorado local governments. The Law Firm shall provide legal services to the Town of Avon. Mr. Eric Heil shall serve as the Town Attorney for the Town of Avon and shall serve as the principal attorney for the Law Firm to represent and advise the Town of Avon. Mr. Eric Heil shall also serve as the attorney for the Avon Urban Renewal Authority. 3. Compensation. The Client shall pay the Law Firm compensation for services rendered. For legal services performed by Eric Heil, compensation will be based upon an hourly rate of $175.00 per hour through 2008. For legal services provided by Robert Widner, Linda Michow, Maureen Herr Juran, or Tim Cox, compensation will be based upon an hourly rate of $190.00 per hour through 2008. For legal services provided by Mary Conboy, compensation will be based upon an hourly rate of $150.00 per hour through 2008. The Firm customarily increases rates annually to correspond to increases in the local consumer price index. The Client will be notified in writing of rate increases prior to implementation. 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; a description of such fees is set forth in Attachment A. 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 Town. Mileage shall be charged at the Law Firm's standard mileage rate. B. Travel Time. Travel time to the Town of Avon shall be billed at one-half the total actual time for round trip travel for the first three trips of each month. Additional travel to Avon during any one-month period shall be billed at the total actual time for round trip travel. Travel time for trips in the Denver Metro area related to representation of Avon shall be billed at one-half the total actual time for such trips. C. Estimated Charges. The Law Firm may give the Client an estimate of the anticipated total cost of the 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. D. 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 proper 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 a late payment charge of 1-1/2% per month (18% per year). If the Client fails to pay any charges within 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. 4. Client. It is understood that the Client, for'purposes of this representation, is the Town of Avon, Colorado and not any of its individual officers, directors, employees, or agents unless expressly stated in this Agreement. Although the Law Firm will take direction from the Town Council or the Town Manager of the Town, the Law Firm and Client recognize that the Town Council of the Town is the authorizing entity for purposes of compensation increases or other amendments to this Agreement. The Client grants to the Law Firm the power to execute approved 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. 5. 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. If the Client discharges the Law Firm, the Client shall pay all fees and costs incurred to the date of termination, and promptly following such payment, the Law Firm shall deliver all files and documents of the Client to the Client. 6. 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.) -2- 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. 7. 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 Firm may, from time to time, relinquish the files on closed and completed matters to the Client for the Client's disposition, storage, or destruction of the file. 8. Privacy Policy. As set forth in Attachment B, the Law Firm has adopted a privacy policy applicable to its representation of the Client. Signature. THE LAW FIRM AND THE CLIENT HAVE READ THIS DOCUMENT, UNDERSTAND IT, AND AGREE TO IT. WIDNER MICHOW & COX LLP TOWN ON, COLORAD c c ~v By: By: Linda C.GM~ ichowQ Title: Date: 6 oU Date: ~°A'' N A ATT S E: By. <3 A. L T le k eaLORR~JQ~ -3- ATTACHMENT A SCHEDULE OF COSTS Long Distance Telephone Charges: These charges include the actual per minute charge billed to us by our long distance carrier and an additional amount to cover call accounting system and miscellaneous costs. Faxes: There is no charge for faxes received or for faxes sent within the local calling area. For faxes sent outside of the local calling area, the client is charged for the long distance telephone connection. Copying: Document copying charges are $.20 per page for copying done both within the Firm and outside the Firm. Color Printer: Documents printed in-house using the Firm's color printer will be charged at $75 per page. Deliveries: Items delivered by commercial messenger service are billed at the actual rate charged by the service. Computer Research: The charge to the client includes the usage amount billed to the Firm for on-line computer services plus an additional amount to cover equipment, telephone, basic subscription costs, taxes, and other overhead costs. Mileage: Mileage is charged at a rate of 44.5¢ per mile driven by the Firm's personnel on client business. This rate is adjusted from time to time to conform with the guidelines published by the IRS. Other Costs: Other third party costs will be billed to clients at the same rate the Firm is billed for the third party services. ATTACHMENT B 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. PRIVACY POLICY: As a current or former client of Widner Michow & Cox 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.