HomeMy WebLinkAbout 18-05 IGA with Hwy 119 Metro Dist 1-10RESOLUTION NO. 18-OS
A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT AMONG THE
TOWN OF FIRESTONE, COLORADO AND HIGHWAY 119 METROPOLITAN DISTRICT
NOS. 1-10
WHEREAS, on September 10, 2009, the Board of Trustees of the Town of Firestone
approved a Consolidated Service Plan for the organization of the Highway 119 Metropolitan
District Nos. 14 ("Districts 1-6") pursuant to Section 324-204.5(1)(c), C.R.S. (the "Original
Service Plan"), and Districts I -6 were subsequently organized as special districts on February 3,
2010; and
WHEREAS, , On March 24, 2010, the Town and Districts 1-6 entered into an
intergovernmental agreement to address certain matters related to the organization, powers and
authorities of Districts 1-6, as required under the Original Service Plan ("Original IGA"); and
WHEREAS, on September 13, 2017, the Board of Trustees of the Town of Firestone
approved an Amended and Restated Consolidated Service Plan for Highway 119 Metropolitan
District Nos. 1-6, together with the Consolidated Service Plan for Highway 119 Metropolitan
District Nos. 74 0 (the "Service Plan"); and
WHEREAS, pursuant to the Service Plait, Highway 119 Metropolitan District Nos. 1-10
have executed and forwarded to the Town an intergovernmental agreement ("Updated IGA") that
complies with the Service Plan; and
WHEREAS, the Town desires to approve and authorize the execution of the Updated IGA,
which will replace the Original I in its entirety;
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE
TOWN OF FIRESTONE, COLORADO:
Sectionproposed Intergovernmental Agreement among the Town of Firestone,
Colorado. and the Highway 119 Metropolitan District Nos. 1-10 (the "Agreement") is hereby
approved in essentially the same form as the copy of such Agreement accompanying this resolution.
Section 2. The Mayor and Town Clerk are hereby authorized to execute the
Agreement and the Mayor is further authorized to negotiate and approve on behalf of the Town
such revisions to the Agreement as the Mayor and Town Manager determine are necessary or
desirable for the protection of the Town, so long as the essential terms and conditions of the
Agreement are not altered.
INTRODUCED, READ, and ADOPTED this
day of ?�. 1?t c1-zc , 2018.
1
ATTEST: '
knV
Leah Vanarsdall, Town Clerk
TOWN OF FIRESTONE, COLORADO
Sorensen, Mayor
2
TOWN OF V1RC?S'ICMIi
IN'1'Fin" OVI,RNIVI>JNTAL AGR1':11.119L1NT AA'IONG
THr TOWN OF FIRCSTON>�, CQLORADO ANll THL
IiiGHWAY 119 METI20PC?LI'I'AN llI�TRICT NOS. 1-IO
THIS AGREL'ML;N`1• (the "Agreement") is made and entered into as of this IOth day of
October, 2017, by and between the TOWN Oh FIRESTONE, a home rule nurnicipal corporation
of the State of Colorado (the "Town"), and the HIGI IWAY 119 METROPOLITAN DISTRICT
NOS. 1-10, quaskmunicipal corporations and political subdivisions of the State of Colorado
(collectively, the "Dish 4lets" and individually each a "District"). The "Town and the Districts are
collectively referred to as the Parties, This Agreement hereby amends and replaces in its entirety
the Intergovernmental Agreement By, Between and Among the Town of Firestone, Colorado and
kiighway 119 Metropolitan District Nos. 1,6, dated March 24, 2010.
N'1TNGSSETH;
WIIERIAS, C.R.S. � 29-I-203 authorizes the Parties to cooperate and contract with one
another regarding functions, services and facilities each is authorized to provide, and
WHEREAS, the Districts were organized to provide those services and to c�et•cise:
powers as are more specifically set forth in the Dlstt'ictS' Service flail approved by the Town on
September 13, 2017 (the "Service Plan"); and
WHEREAS, the Service Plan makes reference to and requires the execution of an
intergovernmental agreement between the Town and the Districts; and
WHEREAS, the Parties have determined that any capitalized term not specifically
defined in this Agreement shall have that meaning as set lilrth in the Service }''Ian; and
WHEREAS,
the Parties have. determined it to be in the best interests of their respective
taxpayers, residents and property owners to enter into this Agreement to address certain matters
related to the organization, powers and authorities of the Districts.
NOW, TI-lEftEFORE, in consideration of the covenants and mutual agree -menu herein
contained, and for other good and valuable consideration, the receipt and sufficiency o1' which
are hereby acknowledged, the Parties hereto agree as follows:
I. Regional Improvements I�unding.
hc Districts shall be authorized and required to provide for the planning, design,
acquisition, construction, installation, relocation and/or redevelopment and to contribute to the
funding of the Regional Improvements, and the Districts shall have the authority to issue Debt
for Regional Improvements in an amount not to exceed the Total Debt Limit.
The Districts, collectively, shall contribute in the aggregate to the Town, Seven Million
IAwe Hundred Thousand Dollars ($7,500,000) (the "Regional Improvement Contribution
Requirement"). The Regional improvement Contribution Requirement shall be paid as follows:
each of the Districts shall contribute 7.8% of the Net Bond Proceeds of the Districts. "Net Bond
Proceeds" means the aggregate net proceeds of all Debt issued by the Districts, collectively. The
Districts' Regional Improvement Contribution Requirement obligation shall begin upon the
issuance by the Town of'a building permit for any residential or commercial development within
the Project, but shall not include any building permits issued for Public improvements or related
facilities, and shall not apply to any Debt issued by the Districts prior to the issuance of a
building permit. Notwithstanding the status of Debt issuances, any remaining amount of the
Regional Improvement Contribution Requirement ($7,500,000) shall be due in full to the Town
by no later than ten (I0) years from the date the first building permit for residential or
commercial development (not including any building permits issued for Public Improvements or
related facilities) within the Project is issued.
The proponents of the District acknowledge and. agree that the provisions in this Service
Plan and the Intergovernmental Agreement for the Districts' participation in Regional
Improvements and the payments to the Town are material considerations in, and conditions of
the Town's approval of this Service Plan and are a joint and several liability of' all of the
Districts, and that the Town has relied thereon in approving this Service Plan.
2. Operations and Maintenance. The District shall dedicate the Public
Improvements (as defined in the Service Plan) to the Town or other appropriate jurisdiction or
owners association in a manner consistent with the final approved plat, other rules and
regulations of the Town, and applicable provisions of the Town Code, The District shall not be
authorized to operate and maintain any part or all of the Public improvements, unless specifically
provided far in this Agreement or separate agreement with the Town.
3. Dire Protection, The District shall not be authorized to Ilan for, design, acquire,
construct, install, telocate, redevelop, finance, operate or maintain fire protection facilities or
services, unless specifically provided for in this Agreement or separate agreement with the
Town. ']'his provision shall limit the District's authority to plan for, design, acquire, construct,
install, relocate, redevelop or finance fire hydrants and related improvements installed as part of
the water system.
4. 'television Relay and 'Translation. The District shall not be authorized to plan for,
design, acquire, construct, install, relocate, redevelop, finance, operate or maintain television
rclay and translation facilities and services, other than for the installation of conduit as a part of a
street construction projccl, unless specifically provided for in this Agreement or separate
agreement with the Town.
5. Construction Standards, The District will ensure that the Public improvements
are desif;ned and constructed in accordance with the standards and specifications of the Tmvn
and of federal and state governmental entities having proper jurisdiction. The District will obtain
ra
the Towns approval of civil engineering plans and will obtain applicable permits for
construction and installation of Public Improvements prior to performing such Nvork.
G. Issuance of Privately Placed Debt. Prior to the issuance of any privately placed
bonds or other obligations, the payment of which the District has promised to impose an a(l
aalomm property tax mill levy ("Debt"), the District shall obtain the certification of an External
Financial Advisor substantially as follows:
We are [1 am] an External Financial Advisor within the meaning of
the District's Service Plan.
�t�e (I] certify that (1) the net effective interest rate (calculated as
defined in Section 32-1-103(12), C.R.S.) to be borne by the
District for the [insert the designation of the Debt] does not exceed
a market [tax- r exempt] [taxable] interest rate, using citeria deemed
appropriate by us [me] and based upon our [►ny] analysis of
comparable high yield securities; and (2) the structure of [insert
designation oi'the Debt], including maturities and early redemption
ovisions, i prs reasonable considering the financial circumstances of
the Dist•Jett
7. Inclusion and Exclusion. The District shall not include within its boundaries any
property outside the Service Area (as defined in the Service Plan) without the prior written
consent of the Town, as evidenced by resolution of the 'town Board of Trustees. The District
shall not exclude anv property from the District if such exclusion will result, or is reasonably
anticipated to result, in detriment to the remaining residents and taxpayers within the District, or
to the District's bondholders.
$. �'otal Debt Issuance. The District shall not issue Debt in excess of One Hundred
Fifteen Million Four Hundred ►ty-Nine. Thousand Five Hundred Dollars ($115,439,500) in
total aggregate principal amount.
9. Monies from Other Governmental Sources. 'the District shall not apply for or
accept Conservation 'I'rt►st Funds, Great Outdocars Colorado Funds, or other funds available from
or through governmental or non-profit entities that the Town is eligible to apply 1'0r, except as
may be specifically provided for herein. ']'his Section shall not apply to specific ownership taxes
which shall be distributed to and constitute a revenue source for the District without any
limitation.
10, Consolidation; Dissolution. No District shall file a request with any Court to
consolidate with another 'Title 32 disl►•ict without the prior written consent cat the 'I`own, as
evidenced by resolution of the Town Board of Trustees, unless consolidation is with one of the
other Districts which are parties to this Agreement. The District agrees that it shall take all
action necessary to dissolve the District in accordance with the provisions of the Service Plan
and applicable state statutes.
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1 1. Service flan Amendment Requirement, Any action of the District which violates
the Iimitations set Forth in Sections V.A, I -24 or VI.B4I of the Service Plan, or which constitutes
a material modification under the Firestone Municipal Code, shall be deemed to be a material
modification to the Service Plan and the 'Down shall be entitled to all remedies available under
State and local law to enjoin any such action(s) of the District, The ']'own may also seek
damages for breach of this Agreement arising from violations by the District of any provision of
the Service Plan.
12. A�licable laws. The District acknowledges that the property within its
boundaries shall be subject to all ordinances, rules and regulations of the Town, including
without limitation, ordinances, rules and regulations relating to zoning, subdividing, building and
land use, and to all related "Town land use policies, master plans and related plans.
13. Annual Report. 'The District shall submit ah annual report ("Annual Report") to
the 'Town no later than September Ist of each year following the year in which the Order and
Decree creating the District has been issued by the District Court for and in Weld County,
Colorado, containing the information set forth in Section VII of the Service Plan.
14. Notices, All notices, certificates or• other communications hereunder shall be
sufficiently given and shall be deemed given when given by hand delivery, overnight delivery,
mailed by certified or registered mail, postage prepaid, delivered electronically (if confirmed
promptly telephonically) or dispatched by telegram or telecopy (if confirmed promptly
telephonically), addressed to the following address or at such other address or addresses as any
party hereto shall designate in writing to the other party hereto:
Town of Firestone
151 Grant Ave.
Firestone, Colorado 80102
Attention; Town Manager
Fligh�vay 119 Metropolitan District Nos. I-10
c/o White Bear Ankelc Tanaka &Waldron
2154 Gast Commons Avenue, Suite 2000
Centennial, Colorado 80122
Attention: Jennifer Gruber Tanaka, Esq.
jtanaka i)\vbapc.com
(303)858-1800
All notices, demands, requests or other communications' shall be effective upon such
personal delivery or one (I) business day after being deposited with Federal Express or other
nationally recognized overnight air courier service or three (3) business days after deposit in the
ilnited States mail. By giving the other party hereto at least ten (10) days written notice thereon
in accordance with the provisions hereof.. each of the Parties shall have the right from tithe to
time to change its address.
4
I5. Miscellaneous.
A, Effective Date. This Agreement shall be in full force and el'i'ect and be legally
binding upon final approval of the governing bodies of the Parties. No Debt shall be issued by
the District until after the effective date of this Agreement.
B. Nonassignability. No party to this Agreement may assign any interest therein to
any person without the consent of the other party hereto at that time, and the terms of this
Agreement shall inure to the benefit of and be binding upon the respective representatives and
successors of each party hereto.
C. Amendments. Phis Agreement may be amended from time to time by written
amendment, duly authorized and signed by representatives of the parties hereto.
OF
D. Scver•ability. If any section, subsection, paragraph, clause, phrase, or other
provisioI of this Agreement. shall for any reasoi, be held to be invalid or unenforceable, the
invalidity or unenforceability of such section, subsection, paragraph, clause, phase, or other
provision shall not affect any of the remaining provisions of this Agreement.
E. Execution of Documents. This Agreement shall be executed in two (2)
counterparts, either of which shall be regarded for all purposes as one original. Each party
agrees that it will execute any and all deeds, instruments, documents, and resolutions or
ordinances necessary to give effect to the terms of this Agreement.
t;. Waiver. No waiver by either party of any term or condition of this Agreement
shall be deemed or construed as a waive► of any other term or condition, nor shall a waiver of
any breach be deemed to constitute a waiver of any subsequent breach, whether of the same or of
a different provision of this Agreement.
G. Dei'alit /Remedies. In the event of a breach or default of this Agreen,etit by any
party, A party shall be entitled to exercise all remedies available at law or in
equity, Specifically including suits forspecific performance and/or monetary damages, In the
event of any proceeding to enforce the terms, covenants or conditions hereof, the prevailing party
in such proceeding shall be entitled to obtain as part of its judgment or award its reasonable
attorneys' fees.
1I. Governing Law and Venue. This Agreement shall be governed and construed
under the laws of the State of Colorado. Venue for all actions brought hereunder shall be in the
District Court in and for Weld County.
1. Inurement, Each of the terms, covenants and conditions hereof shall be binding
upo►u and inure to the benefit of the Parties hereto fund their respective successors and assigns.
J. Paragraph I-leadings. Paragraph headings are inserted for convenience of
reference only.
K, Na 'third Party Beneficiaries. No person or entity who or which is not a party to
this Agreement will have any right of action under this Agreement.
5
L. Lntirety. This Agreement merges and supersedes all prior negotiations,
representations, and agreements between the parties hereto relating to the subject matter hereof
and this Agreement, together with the Service Plan provisions that serve to supplement or
complement this Agreement, constitutes the entire agreement between the Parties concerning the
subject matter hereof.
(Remainder of Page Intentionally left Blank, Signature Pages Follow,]
G
IN WI I'NESS WHERI?UI, this Agreement is executed by the Town Hnd the T)istriet Hs of
the date first above written.
TOWN OF F1RI,STONEI CULOTtADO
r
AT"PEST: �����•�� ®^
— Town Clerk„
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A'ITE_.ST: �®UItli�' O
Secretary
AT'F'RUVEU AS 'I'U I�UttM:
Attorney
ATTEST:
ATTESTi.'
HIGHWAY 1 l9 METROPOLITAN DISTRICT
IIY:
the District
HIGHWAY 1 l9 METROPOLITAN DISTRICT
NI
13Y:
Offider df the District
HIGIIWAY 119 METROPOLITAN DISTRICT
N0.3
BY:
OfrcerJof the District
HIG]-IWAY 119 METROPOLITAN DISTRICT
NO.4
0
HIGHWAY l 19 METROPOLITAN DISTRICT"
N0. S
I3Y:
Officer of he District
HIGI-IWAY 1 l9 METROPOLITAN DISTRICT'
N0.6
BY:
OffiZer elf the District
HIGHWAY I l9 METROPOLITAN DISTRICT
13Y:
of thrr District
A'1"f I:ST:
itIGFIWAY 119 ME'I'R A ULI'IAN D1S`TRICT
QY:
Officv la
T1(GHI�VAY 1 19 MCTtZOt'OLI"TAN D!S'1'lZlCT
NO.9 .., t`7/1,n
BY:
O1't�cer��Tihe District
HIGHWAY 119 MiTROPOLITAN DISTRICT
NO.
QY:
AI'l�fZt7VlD AS 'TO DORM:
WHIT BEAR ANKELE TANAKA & WALDRON
Attorneys at Law
►11TOPMare��
BUTLER I N NOW
February 2, 2018
Board of Trustees
Town of Firestone
151 Grant Ave.
P.O. Box 100
Firestone, CO 80520
Attn: Sam Light, Town Attorney
IZE: Proposed Police Building Financing
Dear Sam:
We are pleased to confirm our engagement as bond counsel to the Town of
Firestone (the "Town'). We appreciate your confidence in us and will do our best to continue
to merit it. This letter sets forth the role we propose to serve and the responsibilities we
propose to assume as bond counsel to the Town in connection with the execution and delivery
of a lease purchase agreement and the related issuance to investors of certificates of
participation (together with the lease purchase agreement, the "COPS"). This letter replaces
our engagement letter for this financing dated July 10, 2017.
Personnel. Dee Wisor and Sally Tastier will be principally responsible for the
work performed by Butler Snow LLP on your behalf and they will report to and take direction
from you. Where appropriate, certain tasks may be performed by other attorneys or
paralegals. At all times, however, Dee will coordinate, review, and approve all work
completed for the Town,
Scope of Services. Bond. counsel is engaged as a recognized expert whose
primary responsibility is to render an objective legal opinion with respect to the authorization
and issuance of securities such as the COPs. As your bond counsel, we will: examine
applicable law; consult with the parties to the transaction prior to the issuance of the COPs;
prepare customary authorizing and operative documents, which may include proceedings
relating to: the election authorizing a sales tax increase, the authorization of the sale and
issuance of the COPs, and closing certificates; review a certified transcript of proceedings;
and undertake such additional duties as we deem necessary to render the opinion. Subject to
the completion of proceedings to our satisfaction, we will render our opinion relating to the
validity of the COPs, the enforceability of the security for the COPs, and the exclusion of the
interest paid on the CON (subject to certain limitations which may be expressed in the
180/ Gnliforrrra 51rrp1
Sailr S f 00
Drlrnel: Calonldo �0202
DEE P. WISOR
(72(?) 330-2357
Dee. \1'isoz@I3ut1e1,Sn our. co»1
T (T20) 330-2300
F (720) 330 230
7YlN1P. %illl/FI'JUO1N.Ca)fI
BU'i7,t;At SNt)w T,LT'
Town of Firestone
February 2, 2018
Page 2
opinion) from gross income for federal income tax purposes and for Colorado income tax
purposes.
We are also being retained by you to act as special counsel to the Town in
connection with the Official Statement for the COPs (the "Official Statement"). As such, we
will provide advice to the Town on the applicable legal standards to be used in preparing the
Official Statement and meeting the Town's disclosure responsibilities. At the conclusion of
the transaction we will deliver a letter to you stating, substantially, that we have assisted the
Town in the preparation of the Official Statement, and that in the course of such assistance,
nothing has come to the attention of the attorneys in our firm rendering legal services in
connection with our representation which leads us to believe that the Official Statement, as of
its date (except for the financial statements, other statistical data and statements of trends and
forecasts, and information concerning The Depository Trust Company and its procedures
contained in the Official Statement and its Appendices, as to which we express no view),
contains any untrue statement of material fact or omits to state any material fact necessary to
make the statements in the Official Statement, in light of the circumstances under which they
were made, not misleading.
Our opinion and letter each will be addressed to the Town and will be executed
and delivered by us in written form on the date the COPs are exchanged for their purchase
price (the "Closing"). The opinion and letter each will be based on facts and law existing as
of their date.
Our services as bond counsel and as special counsel are limited to those
contracted for explicitly herein; the Town's execution of this letter constitutes an
acknowledgment of those limitations. Specifically, but without implied limitation, our
responsibilities do not include any representation by Butler Snow LLP in connection with any
IRS audit, SEC investigation, or any litigation involving the Town or the COPS, or any other
matter. Neither do we assume responsibility for the preparation of any collateral documents
(e.g., environmental impact statements) which are to be filed with any state, federal or other
regulatory agency. Nor do our services include financial advice (including advice about the
structure of the COPs) or advice on the investment of funds related to the COPs. If such
services are requested of us, we suggest that we discuss the nature and extent of those services
and an estimate of our fee at the time of the request.
Attorney -Client Relationship. In performing our services as bond counsel and
as special counsel, the Town will be our client and an attorney -client relationship will exist
between us. We will represent the interests of the Town rather than its Board of Trustees, its
individual members, or the Town's employees. We assume that other parties to the
Town of Firestone
February 2, 2018
Page 3
transaction will retain such counsel as they deem necessary and appropriate to represent their
interests in this transaction.
Conflicts of Interest. Our firm sometimes represents, in other unrelated
transactions, certain of the financial institutions that may be involved in this financing, such
as underwriters, credit enhancers, and banks that act as paying agents or trustees. We do not
believe that any of these representations will materially limit or adversely affect our ability to
represent the Town in connection with the COPS, even though such representations may be
characterized as adverse under the Colorado Rules of Professional Conduct (the "Rules"). In
any event, during the term of our engagement hereunder, we will not accept a representation
of any of these parties in any matter in which the Town is an adverse party. However,
pursuant to the Rules, we do ask that you consent to our representation of such parties in
transactions that do not directly or indirectly involve the Town. Your execution of this letter
will signify the Town's prospective consent to such adverse representations in matters
unrelated to the CON while we are serving as bond counsel hereunder.
Fee Arran ement. Based upon: (i) our current understanding of the terms,
structure, size and schedule of the financing, (1) the duties we will undertake pursuant to this
letter, (iii) the time we anticipate devoting to the financing, and (iv) the responsibilities we
assume, our fee for this engagement will be $65,000. Such fee may vary: (i) if material
changes in the structure of the financing occur, (ii) if unusual or unforeseen circumstances
arise which require a significant increase in our time or our responsibilities or (in) the CON
are not delivered by July 1, 2018. If, at any time, we believe that circumstances require an
adjustment of our original fee estimate, we will consult with you.
Our fees are usually paid at Closing .out of proceeds of the COPs. We
customarily do not submit any statement until the Closing, unless there is a substantial delay
in completing the financing. We understand and agree that our fees will be paid at Closing
out of proceeds. If the financing is not consummated, we understand and agree that we will
not be paid. If, for any reason, the financing is completed without our opinion as bond
counsel, we will expect to be compensated at our normal hourly rates (currently ranging from
$100 to $640 depending on personnel) for time actually spent on your behalf, plus
disbursements.
In addition, this letter authorizes us to incur expenses and make disbursements
on behalf of the Town, which we will include in our invoice. Disbursement expenses will
include such items as travel costs, photocopying, deliveries and other out-of-pocket costs.
Attached as Exhibit A is our billing policy.
Town of Firestone
February 2, 2018
Page 4
Document Retention. At or within a reasonable period after Closing, we will
review the file to determine what materials should be retained as a record of our
representation and those that are no longer needed. We will provide you with a copy of the
customary transcript of documents after Closing and will return any original documents
obtained from you (if a copy is not included in the transcript). Our document retention policy
is attached hereto as Exhibit B.
Ternunation of Eng_a ement. Upon delivery of our approving opinion and
letter as special counsel, our responsibilities as bond counsel and as special counsel will
terminate with respect to the COPS, and our representation of the Town and the attorney -client
relationship created by this engagement letter will be concluded. Should the Town seek the
advice of bond counsel on a post -closing matter or seek other, additional legal services, we
would be happy to discuss the nature and extent of our separate engagement at that time.
Approval. If the foregoing terms of this engagement are acceptable to you,
please so indicate by returning a copy of this letter signed by the officer so authorized,
keeping a copy for your files.
We are pleased to have the opportunity to serve as your bond counsel and
special counsel and look forward to a mutually satisfactory and beneficial relationship. If at
any time you have questions concerning our work or our fees, we hope that you will contact
us immediately.
BUTLER SNOW LLP
Y•
ACCEPTED AND APPROVED:
TOWN OF FIRESTONE, COLORADO
By:
Title:
Date:
Town of Firestone
February 2, 2018
Page S
DPW/jw
Enclosures
Town of Firestone
February 2, 2018
Page 6
EXHIBIT A
BUTLER SNOW LLP
STANDARD BILLING TERMS AND CHARGES FOR EXPENSES
As of January 1, 2018
Butler
Snow LLP {the "Firnn") will bill clients on a monthly basis
for legal services, unless another arrangement is agreed
to and approved
in writing by the Firm
and the Client. The farm typically
sends bills for legal services and expenses via the U.S,
Postal Service or
by a -mail. Electronic
billing
services may also be used by
specific agreement.
It is our goal that our bills are easy to understand, simple, and reflect appropriate charges for the value our services
provided. As such, we do not charge for many incidental costs or routine services. We are continually working to ensure that our
bills are clear and understandable. Should you have questions about any aspect of your bill, please contact the Fiurn as soon as
possible so that your concerns may be quickly resolved. The chart below: spells out the complete details of our expense charges. Our
bills are due upon receipt of the bill, unless other arrangements are agreed to in advance.
Any overpayments
or duplicate payments the Finn
receives that
cannot be posted to an outstanding bill ("unapplied
payments") will be deposited
into the Firm's operating account
upon receipt
and posted as unapplied cash to the client's account.
These unapplied payments will
either be applied to a future bill or refunded to
the client, whichever is appropriate.
Document Reproduction No charge for routine reproduction (under 50 pages per day)
Normal sized documents (up to 11 x 17) For reproduction in excess of 50 pages per day —
Black R White: $0.10/page Color: $0.25/page
Bates Labeling —
Electronic: $0.05/page Manual: $0.15/page
Oversize documents (size in excess of 1 t x 17) Charge for each page — no exclusion
Black & white: $6.00/page Color: $30.00/page
Electronic Data Manipulation for $75 per hour
reproduction
No charge for routine scanning (except evidentiary materials)
Document Scanning Bulk scanning of evidentiary documents: $0.06/page
(additional charge for document coding)
Oversize documents (size in excess of 11 x 17) $10.00/page
Wire Transfers Outgoing: International: $50/wire Domestic: $25/wire
Data/AudioNisuai Duplication & CD/DVDs $12.00 for each disc
Reproduction Portable Media Devices: Priced per data storage size
Data Filtering/Searching: $50.00/gb per occurrence
Electronically Stored Information Data Processing Native: $150.00/gb per occurrence
(Litigation Support Services) Data Processing Fuji Tiff: $200.00/gb per occurrence
Data Storage: $15.00/gb per month
No charge for basic research.
Computerized Legal Research $35/search for public records, special treatises, briefs,
motions and expert directory databases.
Specialized research at actual cost with prior client approval.
Electronic retrieval of Court documents $0.40 /document
Town of Firestone
February 2, 2018
Page 7
Fax and Long Distance Phone No charge for calls or Fax transmissions within the U.S.
Non -domestic and conference calls charged at actual cost.
Travel (personal vehicle)
Messenger Delivery and Service
of Subpoenas or Summons
Overnight Package Delivery
Postage
Current Standard Mileage Rate as allowed by the IRS
Deliveries wider 10 miles one way -No charge; 10-25 mites one
way - $30.00; over 25 miles one way - $10.00/hour plus
mileage; Service of Subpoenas/Summons - $35.00 plus
Charged at actual cost per package
No charge for routine postage (under $25 per day)
Bulk mailing hostage: at actual cost
Town of Firestone
February 2, 2018
Page 8
E�tttBtT B
NOTICE TO CLIENTS OF BUTLER SNaW'S
RECORD RETENTION & DESTRUCTION POLICY FOR CLIENT FILES
Butler• Snow maintains its client files electronically. Ordinarily, we do not keep
separate paper files. We will scan documents you or others send to us related to your matter
to our electronic file for that matter and will ordinarily retain only the electronic version while
your matter is pending. Unless you instruct us otherwise, once such documents have been
scanned to our electronic file, we will destroy all paper documents provided to us. If you
send us original documents that need to be maintained as originals while the matter is
pending, we ordinarily will scan those to our client file and return the originals to you for
safekeeping. Alternatively, you may request that we maintain such originals while the matter
is pending. If we agree to do that, we will make appropriate arrangements to maintain those
original documents while the matter is pending.
At all times, records and documents in our possession relating to your representation
are subject to Butler Snow's Record Retention and Destruction Policy for Client Files.
Compliance with this policy is necessary to fulfill the firm's legal and ethical duties and
obligations, and to ensure that information and data relating to you and the legal services we
provide are maintained in strict confidence at all times during and after the engagement. All
client matter files are subject to these policies and procedures.
At your request, at any time during the representation, you may access or receive
copies of any records or documents in our possession relating to the legal services being
provided to you, excluding certain firm business or accounting records. We reserve the right
to retain originals or copies of any such records of documents as needed during the course of
the representation.
Unless you instruct us otherwise, once our work on this matter is completed, we will
designate your file as a closed file on our system and will apply our document retention policy
then in effect to the materials in your closed files. At that time, we ordinarily will return to
you any original documents we have maintained in accordance with the preceding paragraph
while the matter was pending. Otherwise, we will retain the closed file materials for our
benefit and subject to our own policies and procedures concerning file retention and
destruction. Accordingly, if you desire copies of any documents (including correspondence,
e-mails, pleadings, contracts, agreements, etc.) related to this matter or generated while it was
pending, you should request such copies at the time our work on this matter is completed.
Town of Firestone
February 2, 2018
Page 9
You will be notified and given the opportunity to identify and request copies of such
items you would like to have sent to you or someone else designated by you. You will have
30 days from the date our notification is sent to you to advise us of any items you would like
to receive. You will be billed for the expense of assimilating, copying and transmitting such
records. We reserve the right to retain copies of any such items as we deem appropriate or
necessary for our use. Any non-public information, records or documents retained by Butler
Snow and its employees will be kept confidential in accordance with applicable rules of
professional responsibility.
Any file records and documents or other items not requested within 30 days will
become subject to the terms of Butler Snow's Record Retention and Destruction Policy for
Client Files and will be subject to final disposition by Butler Snow at its sole discretion.
Pursuant to the terms of Butler Snow's Record Retention and Destruction Policy for Client
Files, all unnecessary or extraneous items, records or documents may be removed from the
Ile and destroyed. The remainder of the file will be prepared for closing and placed in
storage or archived. It will be retained for the period of time established by the policy for
files related to this practice area, after which it will be completely destroyed. This includes all
records and documents, regardless of format.
While we will use our best efforts to maintain confidentiality and security over all file
records and documents placed in storage or archived, to the extent allowed by applicable law,
Butler Snow specifically disclaims any responsibility for claimed damages or liability arising
from damage or destruction to such records and documents, whether caused by accident;
natural disasters such as flood, fire, or wind damage; terrorist attacks; equipment failures;
breaches of Butler Snow's network security; or the negligence of thir&party providers
engaged by our firm to store and retrieve records.
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