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01-26-2010 Legal Services of Town AttorneyAGREEMENT FOR LEGAL SERVICES OF TOWN ATTORNEY 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 Town of Avon, Colorado ( "Town "). 2. Scope of Legal Services. As directed by the Town, the Law Firm shall provide legal services as Town Attorney to the Town of Avon, Colorado, as such duties are defined in the Avon Home Rule Charter and the Avon Municipal Code and as such services are directed by the Town Council and the Town Manager. The Town Council shall be the client of the Law Firm. 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 Town 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 Town. 4. Compensation. The Town shall pay the Law Firm compensation for services rendered. Unless otherwise provided below, compensation will be based upon a standard local government hourly rate of one hundred and seventy five dollars ($175.00). The standard local government rate shall be reduced by 3% [reduced rate of one hundred sixty nine dollars and seventy five cents ($169.75) per hour] during the period which the Town imposes the 3% salary reduction for all Town employees. The reduced rate shall be automatically increased to the standard local government rate if the Town repeals the 3% salary reduction for Town employees. The Law Firm agrees to charge for one half actual time for travel. The hourly rate for review of development applications which are paid by application fees, pass through accounts, or cost recovery agreements shall be two hundred and forty dollars ($240.00). The Law Firm agrees that it shall not increase its standard hourly rate prior to January 1, 2011. A. Costs. The Town shall compensate the Law Firm for out -of- pocket fees and costs incurred on the Town'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 Town at the Law Firm's cost without mark -up. The Town 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 reimbursement rate set by the Internal Revenue Service. B. Estimated Charges. The Law Firm may give the Town 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 Town or the Law Firm. C. Billinq; Payment; Late Payment Charge. The Law Firm shall provide to the Town 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 Town accounts separately. The Town 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 rate of 1 -1/2% per month (18% per year, compounded monthly). If the Town 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 Town. The Town's obligation to make prompt payment of all charges does not depend upon achievement of any specific result. 5. Town. It is understood that the Town, for purposes of this representation, is the Town of Avon, Colorado and not any of its individual officers, directors, employees, agents, or partners unless expressly stated in this Agreement. Although the Law Firm will take direction from the Town Manager of the Town, the Law Firm and Town recognize that the Town Council of the Town is the authorizing entity for purposes of compensation increases or other amendments to this Agreement. The Town grants to the Law Firm the power to execute documents connected with the representation of the Town, including pleadings, applications, protests, contracts, commercial papers, settlement agreements and releases, dismissals, orders and all other documents and to represent the Town in matters associated with providing legal services to the Town. 6. Term and Termination This Agreement shall be effective upon approval by the Town 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 ninety (90) days notice of termination of representation of the Town. If the Town discharges the Law Firm, the Town 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 Town to the Town. 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 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. 8. Document Retention. Files maintained by the Law Firm as the result of performance of services for the Town pursuant to this Agreement shall be the property of the Town, and upon termination of this Agreement, shall be delivered to the Town. THE LAW FIRM AND THE TOWN HAVE READ THIS DOCUMENT, UNDERSTAND IT, AND AGREE TO IT. HEIL LAW AND PLANNING, LLC. By: Eric Ja Heil, Date: °t TOWN OF AVON, COLORADO By: Ronald C. Wolfe, Mayo` P. O. Box 975 One Lake Street Avon, CO 81620 Tel: 970 - 748 -4000 Date: ATTEST: By:� P tty°1Glclkennwn, Clerk 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. PRIVACY POLICY: 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. { J JW yy s- LAWYERS PROFESSIONAL LIABILITY POLICY DECLARATIONS A encv: Branch: Policv Number: 737217 912 287461961 IA. NAMED INSURED AND ADDRESS: Heil Law and Planning, LLC 3445 South Clermont Street Denver, CO 80222 Insurance is provided by Continental Casualty Company, 333 S. Wabash Ave. Chicago IL 60604 A Stock Insurance Company. NOTICE TO POLICYHOLDERS: This is a Claims Made and Reported policy. It applies only to those claims that are both first made against the insured and reported in writing to the Company during the policy period. Please review the policy carefully and discuss this coverage with your insurance agent or broker. IB. PREDEC ESSOR FIRM(S): See Declarations Addendum 2. POLICY PERIOD: Inception: 11/18/2009 Expiration: 11/18/2010 at 12:01 A.M. Standard Time at the address shown above 3. LIMITS OF LIABILITY: Each Claim: $1,000,000 Inclusive of Claims Expenses Aggregate: $1,000,000 Death or Disability and Non - Practicing Each Claim: $1,000,000 Extended Reporting Period Limit of Liability: Aggregate: $1,000,000 4. DEDUCTIBLES: Aggregate: $1,000 Inclusive of Claims Expenses 5. POLICY PREMIUM: CO Bar Membership Credit $ 113.00 Annual Premium: $2,149.00 Total Amount: $2,149.00 Includes CNA Risk Management Seminar Credit of $ 0.00 6. FORMS AND ENDORSEMENTS ATTACHED AT INCEPTION: G- 118011 -A (Ed. 04/2008), G-1 18012-A (Ed. 03/1999), G-1 18016-A (Ed. 04/2008), G-1 18029-A (Ed. 04/2008), G- 118039 -A05 (Ed. 05/2008), G- 118040 -A05 (Ed. 0911996), G- 118041 -A05 (Ed. 09/1996), G- 145184-A (Ed. 06/2003), GSL- 11512 -XX (Ed. 10/2008), GSL- 12439 -XX (Ed. 03/2009) 7. WHO TO CONTACT: To report a claim: CNA Insurance Companies 333 S. Wabash, 39 South Chicago, IL 60685 Attn: RegionalDirector, GSL Lawyers Claims Phone 312 -822 -1707 Fax 312 -817 -0528 www.ena.coin/claims 64 11/20/2009 Authorized Representative Date G- 118012 -A (Ed. 03/99) Page I