11-23-2010 Agreement Brownstein, Hyatt ATTY'sBrownstein I Hyatt
Farber I Schreck
November 23, 2010
Town of Avon, Colorado
c% Eric Heil
Heil Law & Planning, LLC
2696 S. Colorado Blvd., Suite 550
Denver, CO 80202
RE: Pee Agreement for Representation
Ladies and Gentlemen:
Michael R. McGinnis
Attorney at Law
303.223.1110 tel
303.223.0910 fax
mmcginnis @bhfs.com
You have asked us, and we have agreed, subject to our firm's conflicts of interest check, to act as
special legal counsel to the Town of Avon, Colorado ( "Town ") in connection with certain litigation
between the Town and Traer Creek Metropolitan District, ( "District "), and related entities, and other
matters in which you may request our involvement from time to time and which we agree to undertake.
The purpose of this letter is to confirm the terms and conditions of this firm's representation of your
interests.
In particular, you have asked us to provide advice to the Town with respect to the outstanding bonds
issued by the District and other municipal finance matters which may arise in connection with such
litigation and in which you request our involvement,
Our fees are based primarily on the actual amount of time spent by our attorneys, paralegals and law
clerks in performing services for you, including telephone calls, conferences, travel, court appearances,
research and investigation, and preparing letters, pleadings, briefs, agreements and other documents.
These fees may be modified over time. Although bills will be based on the time actually incurred, they
will be subject to adjustment by our firm based on other relevant factors, including time limitations
imposed on us, extraordinary effort by members of this firm, or special expertise we may have with
respect to the matter. Services rendered prior to your signing this letter are subject to the terms of this
letter.
It is anticipated that Mike McGinnis, Marybeth Jones, Carolynne White, and Greg Berger of this firm,
whose current hourly billing rates are $520, $280, $390, and $495, respectively, will perform most of the
work on this matter, with the assistance of any legal assistants and associates working with them, We
may assign other lawyers in our firm to represent you if, in our judgment, that becomes necessary or
desirable. We also may assign lawyers who are independent contractors to the firm and whose hourly
billing rate will be passed on to you with a factor for the firm's overhead and profit.
In addition to charging fees for legal work, we also charge for certain out -of- pocket costs incurred by us
in representing you. Charges for long distance telephone calls (domestic only), telecopy charges
(domestic only), in- office copying, ordinary postage (under $10.00), and deliveries made by in -house
staff are covered by an administrative fee, currently equal to 2.5% of the legal fees charged. This
administrative fee is in lieu of itemizing those expenses and may be adjusted over time. If there are
other fees, such as, filing fees, service of process fees, transcript and deposition fees, computer -
assisted legal research fees, overnight delivery service charges, travel, meals, hotel accommodations,
expert witnesses, or investigative fees, those will be billed separately. We may- require that you pay the
410 Seventeenth Street, Smte 22W t Denver, C'0 80202 -4432 303 223.1100 fel
Brownstein I Iyatt Barber Schreck, LLP I bhf,.com 301223.1111 /ax
Eric Heil
November 23, 2010
Page 2
party providing those services directly or that you advance to us the estimated amount for such items
prior to our incurring those expenses on your behalf.
We bill for our services on a monthly basis. You agree to make payment within 30 days of your receipt
of a statement. We reserve the right to suspend performing services and to promptly move to withdraw
from any litigation matter upon a failure to timely pay a bill. You will be responsible for any costs of
collection incurred by our firm, including reasonable attorneys' fees.
You have agreed to pay the sum of $5,000 as a retainer and a reserve against future legal fees and
costs. These sums will be deposited in our trust account. Legal fees and costs incurred will be paid
from this account, and you agree to supply further advances as needed to maintain a minimum retainer
balance of $5,000 at all times. Withdrawals from the trust fund account will be accounted for monthly.
You shall at all times have the right to terminate our firm's services upon written notice. Our firm shall
at all times have the right to terminate our representation of you upon written notice, if you do not pay
our fees, or if we determine that our continued representation of you would be unethical or
inappropriate, or if we have another reasonable basis for termination consistent with our professional
duties to you.
You also agree that the work product of our attorneys and staff, including notes, research, and
documents which we prepare, is the property of the firm, as well as your property, and will be provided
to you upon request. It is our policy to destroy all client files (including all documents and materials
therein), eight years after we close such files upon completion of each matter. We will provide the
Town's Town Attorney with notice prior to the destruction of these files and will provide the Town with
copies of any documents it would like prior to such destruction. Notwithstanding such policy and rights
of the Town, we advise you to maintain your own files relating to the matters which we are handling.
We are very pleased and privileged to work with you. Occasionally, we may provide lists of
representative clients to legal or other publications and may use your company name in marketing
materials. Unless you instruct us to the contrary, you hereby consent that such use is acceptable.
Please indicate your agreement to the terms of this letter by executing the enclosed copy and returning
it to me. We appreciate the opportunity to represent you.
Sincerely,
BROWNSTEIN FVATT FARBER SCI f , LLP
By: �'
ichael R. McGinnis
ACCEPTED AND AGREED TO:
TOWN OF AVON, COLORADO
By:
Date: (1 - d
1008712 \1469031.2