08-29-2013 Agreement Independent Legal Investigation ServicesAGREEMENT FOR INDEPENDENT LEGAL INVESTIGATION SERVICES
1. Parties. This is a contract for legal services ( "Retainer Agreement ") between the law
firm of KROB LAW OFFICE, LLC, ( "Law Firm ") and the Town Council of the Town of Avon,
a Colorado home rule municipality ( "Council ").
2. Scope of Legal Services. Council hereby retains the Law Firm, and the Law Firm hereby
accepts representation of Council, for the performance of the following described legal
services to the Council:
(a) Investigation of allegations that Council members Chris Evans and Todd Goulding
violated the Town Code of Ethics, Chapter 2.30, of the Avon Municipal Code
concerning Evans - Chaffee's Owner's Representative agreement with the Wyndham
project in Avon and any official actions or inactions by Council members Chris
Evans and Todd Goulding in their respective capacity as Council members related to
the Wyndham project in Avon.
(b) Investigation of allegations that 'Council members Chris Evans and Todd Goulding
violated the Town Code of Ethics, Chapter 2.30, of the Avon Municipal Code
concerning Evans - Chaffee's construction contract with the Walgreens project in
Avon and any official actions or inactions by Council members Chris Evans and
Todd Goulding in their respective capacity as Council members related to the
Walgreens project in Avon.
(c) Provision of legal opinion as to an employment relationship between Council
members and implications with the Avon Code of Ethics.
(d) Provision of a legal opinion as to whether Council members Chris Evans and Todd
Goulding are in compliance with Avon Municipal Code Chapter 2.32 Determining
Residency Qualifications of Council Members.
(e) The Law Firm shall not alter or expand the Scope of Legal Services without the prior
written direction of the Client.
(f) The Law Firm shall use best efforts to complete this Scope of Legal Services by
September 18, 2013.
(g) Any written information provided to Council shall be treated as a confidential
attorney - client communication unless and until the Council authorizes release of
information to the public.
3. Principal Attorney, The Law Firm agrees that the principal attorney who shall be assigned
and responsible for completion of the Scope of Legal Services shall be Scotty P, Krob
( "Principal Attorney "). Council acknowledges and agrees that other attorneys, paralegals
and staff employed by the Law Firm may assist or performs portions of the Scope of Legal
Services; however, the Principal Attorney shall remain responsible for directing and
completing work and attending meetings with the Council.
Retainer Agreement
Page 1 of 3
4. Compensation. The Council shall pay the Law Firm compensation for services rendered in
accordance with schedule of fees attached to this Retainer Agreement. The Law Firm agrees
that it shall not increase its hourly rates during the term of this Retainer Agreement. Council
shall compensate the Law Firm for out -of- pocket fees and costs incurred on the Council'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 Council at the Law Firm's cost without mark-
up. The Council 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 Council. Mileage shall be charged at the reimbursement rate
set by the Internal Revenue Service. Travel time shall be charged at one -half the hourly rate.
The Law Firm shall not charge more than TEN THOUSAND DOLLARS [$10,000.00],
inclusive of all fees, charges and costs, without written approval by Council.
5. Billing; Payment; Late Payment Charge. The Law Firm shall provide to the Council 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 Council accounts separately. The
Council 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 Council 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 Council. The Council's obligation to make prompt payment of all charges does not
depend upon achievement of any specific result.
6. License and Malpractice Insurance. The Principal Attorney and any other attorney with
the Law Firm who performs any Scope of Legal Services under this Retainer Agreement
agree to maintain at all times their respective licenses to practice law in the State of
Colorado. Law Firm shall promptly inform Council 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
Council.
7. Term and Termination. Council may terminate this Retainer Agreement at any time upon
providing written notice to Law Firm. The Law Firm shall use best efforts to provide a
minimum of thirty (30) days notice of termination of representation of the Council. If the
Council terminates this Retainer Agreement and discharges the Law Firm, the Council shall
pay all fees and costs incurred to the date of termination.
8. 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
Council 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 Council and the
Law Firm from trying to resolve any dispute through voluntary mediation, but there is no
requirement to do so.)
Retainer Agreement
Page 2 of 3
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 Council and the Law Firm. Arbitration of all disputes,
and the outcome of the arbitration, shall remain confidential between the parties.
THE LAW FIRM AND THE COUNCIL HAVE READ THIS DOCUMENT, UNDERSTAND
IT, AND AGREE TO IT.
Law Firm
KROB LAW OFFICE, LLC
By: ,42 J / `"2-
Scotty P. Krob
8400 E. Prentice Avenue
Penthouse
Greenwood Village, CO 80111
(303) 694 -0099
(303) 694 -5005 FAX
scott@kroblaw.com
Date: August 29, 2013
Retainer Agreement
Page 3 of 3
COUNCIL
By:
Rich Carro , ayor
SCHEDULE OF FEES
AGREMENT FOR INDEPENDENT LEGAL INVESTIGATION SERVICES
BETWEEN KROB LAW OFFICE, LLc AND THE
TOWN COUNCIL OF THE TOWN OF AVON, COLORADO
Scotty P. Krob $175.00 per hour
Associates $145.00 per hour
Paralegals /Investigators: $ 75.00 per hour
Form -9 Request for Taxpayer Give or to not
(Rev. December 2011) Identification Number and Certification q
Department of the Treasury send to the IRS.
Internal Revenue Service
Name (as shown on your income tax return)
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Check appropriate box for federal tax classification:
Z Individual/sole proprietor ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate
❑ Limited liability company. Enter the tax classification (C =C corporation, S =S corporation, P= partnership) ►
LJ Other (see Instructions) op-
Address (number, street, and apt. or suite no.)
8400 E. Prentice Avenue, Penthouse
City, state, and ZIP code
Greenwood Village CO 80111
List account number(s) here (optional)
name
Exempt payee
Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line
to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a
resident alien, sole proprietor, or disregarded entity, see the Part 1 instructions on page 3. For other
I Social security number
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entities, it is your employer identification number (EIN). if you do not have a number, see How to get a
TIN on page 3.
Note. if the account is in more than one name, see the chart on page 4 for guidelines on whose
Employer identification number
F--T---1
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number to enter.
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or 1 am waiting for a number to be issued to me), and
2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding, and
3. 1 am a U.S. citizen or other U.S. person (defined below).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage
interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and
generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the
instructions on page 4.
Sign Signature of
Here U.S. person ► /2ir.� Date ►
General instructions
Section references are to the Internal Revenue Code unless otherwise
noted.
Purpose of Form
A person who is required to file an information return with the IRS must
obtain your correct taxpayer identification number (TIN) to report, for
example, income paid to you, real estate transactions, mortgage interest
you paid, acquisition or abandonment of secured property, cancellation
of debt, or contributions you made to an IRA.
Use Form W -9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN to the person requesting it (the
requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are waiting for a
number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt
payee. if applicable, you are also certifying that as a U.S. person, your
allocable share of any partnership income from a U.S. trade or business
Note. If a requester gives you a forth other thin Form W -9 to request
your TIN, you must use the requester's form if it is substantially similar
to this Form W -9.
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S_ person if you are:
• An individual who is a U.S. citizen or U.S. resident alien,
• A partnership, corporation, company, or association created or
organized in the United States or under the laws of the United States,
• An estate (other than a foreign estate), or
• A domestic trust (as defined in Regulations section 301.7701 -7).
Special rules for partnerships. Partnerships that conduct a trade or
business in the United States are generally required to pay a withholding
tax on any foreign partners' share of income from such business.
Further, in certain cases where a Form W -9 has not been received, a
partnership is required to presume that a partner is a foreign person,
and pay the withholding tax. Therefore, if you are a U.S. person that is a
partner in a partnership conducting a trade or business in the United
States, provide Form W -9 to the partnership to establish your U.S.
status and avoid withholding on your share of partnership income.
is not subject to the withholding tax on foreign partners' share of
effectively connected income.
Cat. No. 10231X Form W -g (Rev. 12 -2011)