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Home My WebLink AboutC22-051 Kaplan Kirsch Rockwell January 26, 20222 Eagle County RTA Formation Committee c/o Eagle County Attn: Tanya Allen 500 Broadway P.O. Box 850 Eagle, Colorado 81631 Re: Engagement for Legal Services Regional Transportation Authority (RTA) Formation Dear Tanya: We are very pleased that Eagle County (the “County”), acting on behalf of the Eagle County Regional Transportation Authority (RTA) Formation Committee (the “Committee”) wishes to retain Kaplan Kirsch & Rockwell LLP (the “Firm”) to represent the Committee in connection with the Committee’s efforts to form and fund an RTA within Eagle County’s boundaries, Including advising the Committee on related planning efforts and development of the contract between the combination (as such term is used in the RTA Law), which is anticipated to include Eagle County, the Towns of Avon, Eagle, Gypsum, Minturn, Red Cliff, and Vail, as well as one or more metropolitan districts (each, a “Participating Entity”), and assisting the Committee with the process of referring ballot questions to the voters of Eagle County in November 2022. This letter sets forth the terms under which the Firm will represent the Committee on this matter. While we are reluctant to be overly formal, we have found that a detailed retainer letter is the best way to satisfy our ethical obligations and to be sure that each party’s obligations are clearly set forth in writing. The effective date of our representation is January 10, 2022. I will be the partner-in-charge of this engagement and will be the contact person for the Firm on this matter. At any time during our representation, you and your colleagues should always feel free to contact me, Polly Jessen, or our managing partner, Steve Kaplan, if you have any questions or concerns about our work on your behalf. Scope of Our Representation . The County is engaging the Firm on behalf of the Committee to advise the Committee on matters as set forth above and other matters to which we may jointly DocuSign Envelope ID: 05CF4320-AA01-4D3B-97BE-8F2A103495A9 January 26, 2022 Page 2 agree in writing. The scope of our representation is limited to these matters and does not constitute representation of any Participating Entity individually with respect to this matter or any others. Attorneys within the Firm are licensed to practice law before the U.S. Supreme Court, most federal appellate and many federal district courts, as well the highest court in many states. To the extent that you seek advice with respect to states where Firm attorneys are not licensed, we will provide advice in a manner consistent with the rules of professional conduct applicable to the practice of law in that state. Opinions on Likely Outcomes . Either at the commencement or during the course of our representation, attorneys in the Firm may express opinions or conclusions concerning the likely outcome of the matters or various courses of action and the results that might be anticipated. We trust that you understand that, while we will always endeavor to give you candid and accurate assessments, any such statements will be an expression of our opinion based on information available to us at the time and are not a promise or guarantee. Fees and Charges . The Firm will charge for its services according to the fees set out herein. I will be the partner-in-charge of this matter but anticipate involvement by other attorneys, as needed, in particular, Polly Jessen and Stephen Kaplan. Our hourly rates, as we have set forth to you, are $480.00 for partners, $360.00 for associates, $195.00 for law clerks, and $142.50 for paralegals. The Firm charges fees in six-minute (1/10 hour) increments. These rates will be effective until at least the end of 2022. The Firm annually evaluates its rates and will notify you in advance of any anticipated changes in rates. Please note that our rates are discounted from our normal rates, reflecting a public sector discount. In addition to the hourly fee for services, the Firm will charge you for all necessary and incidental out-of-pocket expenses, including, but not limited to, travel costs, office expenses, computerized legal research, court reporting services, and court or other filing fees. We do not generally charge for routine photocopying and long-distance telephone or cell phone calls but do charge for especially large copying jobs, color copies and hosting conference calls, in some instances. Out-of-pocket expenses are charged at our actual cost. Please let us know if you have any special requirements for the expenditure or reporting of expenses. Invoices . It is the Firm’s practice to send our clients a consolidated monthly invoice showing the amounts billed for particular matters during the period covered by the invoice. Unless you request otherwise, our invoices will contain daily detail for each professional’s work on the client’s matter. We can, however, prepare that invoice in any format that meets your needs. We urge you to raise any questions regarding our invoices as soon as they arise so that we can resolve any problems promptly. We require that the County pay our fees promptly on a monthly basis. We consider any invoice more than 30 days old to be overdue. If the County does not inform the Firm, in writing, of any questions or concerns with respect to the charges contained on an invoice within 30 days of receipt, the Firm will assume and the County agrees that such DocuSign Envelope ID: 05CF4320-AA01-4D3B-97BE-8F2A103495A9 January 26, 2022 Page 3 charges are acceptable to the County. The Firm reserves the right to charge interest of one percent per month on any outstanding amounts on invoices over 60 days old. Conflicts Evaluation . In accordance with the applicable ethical rules, we have confirmed that we have no current actual conflicts between the County, the other Participating Entities, and any Firm clients. Further, we are not aware of any potential conflicts. As you are aware, the Firm represents a number of public sector and private sector clients. We cannot foreclose the possibility that, at some time in the future, any existing or future Firm client may be adverse to the County or other Participating Entity on matters completely unrelated to this engagement. It is also possible that an existing Firm client is currently adverse to the County or a Participating Entity on a matter of which we are unaware or in which we have no involvement. The County understands and agrees that the Firm may represent new and existing clients in any matter that is not substantially related to our work for the Committee, even if the interest of such other clients may be directly adverse to or to any entity or person related to the County or other Participating Entity, with one exception: This prospective consent to conflicting representation will, of course, not apply to any matter where, as a result of our work for the Committee, we have obtained sensitive, proprietary, or otherwise confidential information that could be used by such other clients to the material disadvantage of the County or other Participating Entity. Should we be involved in other matters for the County or other Participating Entity, the conflict evaluation will be done at that time on a case-by-case basis. Also, as you are probably aware, we provide representation to Eagle County related to the Eagle County Regional Airport. While this representation does not result in a conflict, we wanted to again document it should you have any questions. Termination of Our Engagement . Upon completion or termination of our representation on the matters described above, the attorney-client relationship will end unless the County acting on behalf of the Committee (or the Board of Directors of the newly organized RTA, following its formation, if successful) and the Firm have agreed to a continuation with respect to other matters. The County has the right, at any time, to terminate our services and representation upon written notice to the Firm. We reserve the right to withdraw from our representation if, among other things, you fail to honor the terms of this engagement letter, you fail to cooperate or follow our advice on a material matter or any fact or circumstance (including any conflict of interest with another client) that would, in our view, render our continuing representation unlawful or unethical. If we elect to withdraw, you will take all steps necessary to free us of any obligation to perform further, including the execution of any documents necessary to complete our withdrawal. No termination of our representation by the County or the Firm will relieve you of your obligations under the terms of our engagement to pay for services rendered or for costs or expenses paid or incurred on your behalf. In the unusual event that a court of competent jurisdiction refuses to permit us to withdraw upon termination, you would remain responsible for fees and costs. In the event we are compelled to intervene in a pending lawsuit or initiate any proceeding in order to recover any amount due under the terms of our engagement, the prevailing DocuSign Envelope ID: 05CF4320-AA01-4D3B-97BE-8F2A103495A9 January 26, 2022 Page 4 party is entitled to be reimbursed for any and all reasonable attorneys’ fees, court costs, and expenses incurred in such proceeding. Entire Understanding of Terms of Our Representation . This engagement letter constitutes our entire understanding and agreement with respect to the terms of our engagement and supersedes any prior understandings and agreements, written or oral, regarding representation on this matter. If any provision of our engagement letter is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect. This engagement letter may only be amended in writing by the Firm and the County. If the terms described above are satisfactory, please so indicate by signing this letter and returning one signed copy to me. We look forward to working with you and your colleagues on this matter, and we look forward to a mutually satisfactory relationship. Thank you again for your interest in engaging the Firm. Sincerely, Kaplan Kirsch & Rockwell LLP By: Brent E. Butzin, Partner ACCEPTED AND AGREED ON BEHALF OF EAGLE COUNTY FOR THE EAGLE COUNTY RTA FORMATION COMMITTEE By: ________________________________ Jeff Shroll, County Manager Eagle County, Colorado Date: ________________________________ DocuSign Envelope ID: 05CF4320-AA01-4D3B-97BE-8F2A103495A9 2/7/2022