AGREEMENT FOR SPECIAL SERVICES
I. PARTIES
This Agreement for Special Services (“Agreement”) is entered into by and between the law firm of ATKINSON, ANDELSON, LOYA, RUUD & ROMO, a professional corporation, hereinafter referred to as the “Law Firm” and SANTA CLARA UNIFIED SCHOOL DISTRICT, hereinafter referred to as “District.
II. PURPOSE
The District desires to retain and engage Law Firm to perform legal and, upon request, non-legal consultant, services on the District’s behalf Law Firm accepts this engagement on the terms and conditions contained in this Agreement.
III. TERMS AND CONDITIONS
A. Fees for Services
1. Standard Hourly Rate Services
District agrees to pay the Law Firm at the following standard hourly rates:
Senior Partners $310
Partners/Senior Counsel $290
Senior Associates $275
Associates $265
Electronic Technology Litigation Specialist $215
Non-Legal Consultants $210
Senior Paralegals/Law Clerks $205
Paralegals/Legal Assistants $195
2. Fixed Fee Services
District agrees to pay the Law Firm a fixed fee for the following services:
A full day of training (up to 8 hours) $5,000
006217.00001 32367186.2 A half day of training (up to 4 hours) $4,000
A two-hour training $3,000
A one-hour training $2,000
3. Fee Arrangements for Specialized Legal Services
For specialized litigation and transactional services in the areas of construction, procurement, technology, prevailing wage, real property, CEQA, mitigation negotiations, school and college finance, tax, bankruptcy, copyright, non-profit organizations, immigration and appellate law, the District agrees to pay Law Firm at rates higher than the standard hourly rates for special projects or particular scopes of work. The Law Firm shall inform the District of the rates for specialized services and the Superintendent or designee shall agree to such rates in writing prior to any billings for specialized legal services by the Law Firm.
4. Costs and Expenses
In addition to the fees described above, the District agrees to pay a three percent (3%) “administrative fee” calculated and based on the total monthly billed fees to cover certain operating expenses of the Law Firm incurred in providing services to the District. This administrative fee is in lieu of charging the District for Westlaw, photocopies, automobile mileage, parking, facsimiles, telephone, document preparation, and postage.
Costs relating to fees charged by third parties retained to perfomi services ancillary to the Law Firm’s representation of District are not included in the administrative fee and are charged separately. These include, but are not limited to, deposition and court reporter fees, transcript costs, witness fees (including expert witnesses), process server fees, and other similar third party fees. The Law Firm shall not be obligated to advance costs on behalf of the District; however, for purposes of convenience and in order to expedite matters, the Law Firm reserves the right to advance costs on behalf of the District with the prior approval of the Superintendent or designee in the event a particular cost item exceeds $2,000.00 in amount, and without the prior approval of the Superintendent or designee in the event a particular cost item totals $2,000.00 or less.
If the Law Firm retains, with authorization from the District, experts or outside consultants for the benefit of the District, rather than the District contracting directly with any expert or outside consultant, the District agrees to pay a five percent(5%) “consultant processing fee” in addition to the actual costs paid by the Law Firm to the expert or outside consultant in order to offset related costs to the Law Firm resulting from administering and initially paying such expert and outside consultant fees on behalf of the District. This fee shall not apply to the services of Law Firm-provided non-legal consultants as set forth in paragraph F., below.
B. Billing Practices
1. A detailed description of the work performed and the costs and expenses advanced by the Law Firm will be prepared on a monthly basis as of the last day of the month
006217.00001 PAGE 2 32367186.2 and will be mailed to the District on or about the 15th of the following month, unless other arrangements are made. Payment of the full amount due, as reflected on the monthly statement, will be due to the Law Firm from the District by the 10th of the month following delivery of the statement, unless other arrangements are made. In the event that there are funds of the District in the Law Firm’s Trust Account at the time a monthly billing statement is prepared, funds will be transferred from the Law Finn’s Trust Account to the Law Firm’s General Account to the extent of the balance due on the monthly statement and a credit will be reflected on the monthly statement. Any balance of fees or costs advanced remaining unpaid for a period of 60 days will be subject to a 1% per month service charge.
2. The Law Finn shall bill in one-quarter hour increments.
3. Certain tasks shall be billed at established minimum time increments. These include: (a) telephone conference (.25 hour), (b) electronic correspondence (.25 hour), (c) standard written correspondence (.50 hour),(d) provide a document (.50 hour).
4. The Law Firm may charge the full hourly rate to more than one client for services provided concurrently during the same time period. For example, in the course of traveling to the District or while providing legal services at the District, it may be necessary for the Law Firm to provide billable services to other clients.
5. District agrees to review the Law Firm’s monthly statements promptly upon receipt and to notify the Law Firm, in writing, with respect to any disagreement with the monthly statement. Failure to communicate written disagreement with the Law Firm’s monthly statement within thirty (30) days of the District’s receipt thereof shall be deemed to signify the District’s agreement that the monthly billing statement accurately reflects the services performed; and the proper charge for those services.
6. After the conclusion of a particular engagement (e.g., an investigation) should a need arise for the Firm to respond to any subpoena or discovery, to provide testimony at deposition, trial or arbitration, or to otherwise perform services with respect to any matter relating to or arising out of that engagement, the District shall compensate the Firm at its then applicable rates for time expended, including all required preparation time.
C. Termination of Representation on a Particular Matter
The Law Firm reserves the right to discontinue the performance of legal services on behalf of the District on a particular matter upon the occurrence of any one or more of the following events:
1. Upon order of a court of law requiring the Law Firm to discontinue the performance of legal services;
2. Upon a determination by the Law Firm in the exercise of its reasonable and sole discretion, that state or federal legal ethical principles require it to discontinue the performance of legal services;
3. Upon a failure of the District to perform any of the District’s obligations with
006217.00001 PAGES 32367186.2 respect to the payment of the Law Firm’s fees, costs or expenses as reflected on the monthly bill;
4. Upon a failure of the District to perform any of the District’s obligations with respect to the duty of cooperation with the Law Firm in connection with the Law Firm’s representation of the District.
In the event that the Law Firm ceases to perform services for the District on a matter, the District agrees that it will promptly pay to the Law Finn any and all unpaid fees and costs advanced, and retrieve all of its files, signing a receipt therefor. Further, the District agrees that, with respect to any litigation where the Law Firm has made an appearance in a court of law on its behalf, the District will promptly execute an appropriate Substitution of Attorney form. Any termination of Law Firm’s representation on such a matter may be subject to approval by the applicable court of law.
D. Consent to Joint Representation
The District acknowledges that from time to time Law Firm may be asked to perform legal services on a matter affecting two or more public education local agencies. In such situations before proceeding with representation, Law Firm shall seek separate written consent to joint representation from all involved parties if permissible according to ethical principles applicable to attorneys. The District acknowledges that it is often in the best interest of the District for such representation to commence without undue delay which may result from waiting until a regularly-scheduled Board meeting. Therefore, pursuant to Education Code section 7, the Governing Board of the District hereby delegates to the Superintendent or designee authority to consent to joint representation in the circumstances described in this paragraph.
E. Client Cooperation
The District agrees to fully cooperate with the Law Firm in connection with the Law Firm’s representation of the District, including but not limited to, attending mandatory court hearings and other appearances, making its employees and officials available, and providing accurate information documentation necessary to enable the Law Firm to adequately represent the District.
F. Services performed bv Law Firm-provided Non-legal Consultants
The Law Firm has an affiliation with non-legal consultants who are available to provide services in areas including, but not limited to, personnel/business office audits, human resources/collective bargaining consultation, special education consultation, public/employee relations surveys and communications, media and public relations, budget analysis/support services, instructional coaching/counseling at school improvement sites, leadership coaching, board/superintendent relations and best practices, and interim management placement.
Because the Law Firm has a financial interest in the District’s use of these affiliated non- legal consultants, the rules of the State Bar of California require that the District provide its informed written consent to this arrangement to prior to utilizing these services. Execution of this Agreement shall be deemed “informed consent” for the purpose of this paragraph. The
006217.00001 PAGE 4 32367186.2 District is hereby advised that it may seek the advice of an independent attorney of your choice prior to providing such written consent.
Please also be advised that because the services of these non-legal consultants are provided to the District outside of the attorney-client relationship, communications with these non-legal consultants will not be protected from disclosure by the attorney-client privilege.
G. Consent to Law Firm Communication
As part of our commitment to client service, the Law Firm will send the District periodic alerts on case developments and legislative changes, and notices of breakfast briefings, conferences, and other training opportunities designed to help the District with daily legal concerns. The Law Firm will send those and other additional service notices to the District via regular mail and/or electronic mail at the email address which you designate or the email used in your daily communications with us. By execution of this Agreement, the District and designated contact(s) consent to receive such communications by electronic mail subject to the right to unsubscribe at any time.
H. Identification of Insurance Coverage
With respect to insurance coverage for any matters covered by the scope of services under this Agreement, you agree that it is your own responsibility, rather than the Law Firm’s responsibility, to identify potential insurance coverage and to tender legal matters to any appropriate insurance companies that may insure you. If you desire that the Law Firm become involved in identifying potential insurers and/or the tender of legal disputes, then a separate written agreement between you and the Law Firm to that effect will be required.
I. Miscellaneous
1. The Law Finn maintains errors and omissions insurance coverage applicable to the services to be rendered.
2. The parties agree that the Law Finn, while engaged in carrying out and complying with any of the terms and conditions of this Agreement, is an independent contractor and is not an employee of the District.
3. After a file on a matter is closed, the District has a right to request the Law Firm to return the file to the District. Absent such a request, the Law Firm shall retain the file on the District’s behalf
IV. BINDING ARBITRATION
If any dispute arises out of, or related to, a claimed breach of this agreement, the professional services rendered by attorneys, or any other disagreement of any nature, type, or description, regardless of the facts or the legal theories which may be involved, including attorney malpractice, breach of fiduciary duty, misrepresentation, or conflict of interest, such dispute shall be resolved by confidential and binding arbitration upon the written request of one party after service of that request on the other party.
006217.00001 PAGES 32367186.2 There are significant advantages and disadvantages of binding arbitration. The parties shall agree on an arbitrator with special skills and experience to hear and determine the dispute unlike in a court proceeding where a judge is assigned. If the parties cannot agree, then the Superior Court of Los Angeles County shall choose an impartial arbitrator whose decision shall be final and conclusive on all matters.
The parties shall each have the right of discovery in accordance with Code of Civil Procedure Section 1283. Arbitrations conducted pursuant to this agreement permit the same discovery rights as in a court proceeding. Each party shall bear their own costs and attorney fees, including payments to the arbitrator which can be significantly more costly than the filing fee in Court proceedings where costs may be awarded to the prevailing party. Each party to this agreement waives and therefore gives up important constitutional rights in arbitration as the arbitrator’s decision is final. There is no right to appeal to challenge any errors made in the arbitration proceeding. Unlike court proceedings, arbitration proceedings are conducted privately and the outcome will remain confidential. There is no right to a trial by a judge or jury of one’s peers. There is no limitation on the type of monetary damage that can be awarded by the arbitrator. The client is advised that the client has the right to have an independent lawyer of client’s choice review this arbitration provision.
V. DURATION
This Agreement shall commence July 1, 2021, and terminate on June 30, 2022, and shall thereafter continue from month to month at the then current rate schedules until modified in writing by agreement between the Law Firm and the District up to a maximum of five (5) years duration per Education Code section 17596.
Either the District or the Law Firm may terminate this Agreement on thirty (30) days’ written notice.
“Law Firm'
ATKINSON, ANDELSON,LOYA, RUUD & ROMO
Dated: April 20. 2021 By: Elizabi Rho-Ng
District'
SANTA CLARA UNIFIED SCHOOL DISTRICT
Dated: By: Stella M. Kemp, Ed.D., Superintendent
006217.00001 PAGE 6 32367186,2 Dora Dome Law 5111 Telegraph Ave., #164 Oakland, CA 94609 dorgta’doradorDelaw.corn www.Doradomelaw.com (510) 301-6667
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made and entered into this l^t day of July, 2021, by and between the SANTA CLARA UNIFIED SCHOOL DISTRICT, 1889 Lawrence Road, Santa Clara, CA 95051, hereinafter referred to as District, and Dora J. Dome, hereinafter referred to as Attorney.
In consideration of the promises and the mutual agreements hereinafter contained. District and Attorney agree as follows:
District appoints Attorney to represent, advise, and counsel it from July 1, 2021, through and including June 30, 2022, and continuing thereafter as approved. Any services performed during the period between the above commencement date and the date of Board action approving this Agreement are hereby ratified by said Board approval. Attorney agrees to keep current and in force at all times a policy covering incidents of legal malpractice.
District shall be truthful with Attorney, cooperate with Attorney, keep Attorney informed of developments, perform the obligations it has agreed to perform under this Agreement and pay Attorney bills in a timely manner.
District agrees to pay Attorney Two Hundred-Sixty dollars ($260) per hour and One Hundred-Seventy Five dollars ($175) per hour for paralegals and/or law clerks, if it becomes cost-effective in Attorney's determination to use paralegal and/or law clerk support for discrete scopes of work. At times, it may be necessary for Attorney to consult and/or collaborate with specialized counsel. Such specialized counsel will be billed at $260 per hour.
Attorney’s training is provided for educational, legal compliance and loss- prevention purposes. The training is not itself intended to convey or constitute legal advice for particular issues or circumstances. Legal advice sought before or after the training Is available at Attorney's standard hourly rates and contract terms. District agrees to pay Attorney’s in person Half Day Training rate of Three Thousand dollars ($3,000 - Three hours or less) and in person Full Day Training rate of Four Thousand - Five Hundred Dollars ($4,500 -Three+ - Six hours), with a maximum of Sixty (60) participants, inclusive of travel costs and expenses. The maximum number of participants can be modified by mutual agreement. At times, it may be necessary for Attorney to consult and/or collaborate with
Dora Dome Law Fee Agreement 2021 - 2022 I trainers with specialized expertise and to have said trainers co-present or present on behalf of Attorney. Such specialized training services will be billed at the Contractor’s training rate.
Additionally, in light of Covid-19 and the potential implications for in person staff trainings. District agrees to pay Attorney’s virtual (e.g. Zoom) Half Day Training rate of Two Thousand dollars ($2,000 - Three hours or less) and virtual Full Day Training rate of Three Thousand - Five Hundred Dollars ($3,500 - Three+ - Six hours).
Agreements for specific specialized projects or scopes of particular work may be made by mutual Agreement of the Parties for Attorney's legal and/or training services at other than the rates as set forth above.
Substantive communications advice (telephone, voice-mail, e-mail) is billed in a minimum increment of one-tenth (. 1) of an hour. In addition, reasonable travel time will be charged at Two Hundred dollars ($200) per hour. In the course of travel it may be necessary for Attorney to work for and bill other clients while in transit.
District further agrees to reimburse Attorney for actual and necessary expenses and costs with respect to providing the above services, including support services such as copying costs, express postage, and facsimile transmittals, and travel expenses such as reimbursement for mileage and tolls at standard rates. District agrees that such actual and necessary expenses may vary according to special circumstances necessitated by request of District or by emergency conditions which occasionally arise.
District further agrees to pay for major costs and expenses by paying third parties directly including, but not limited to, costs of serving pleadings, filing fees and other charges assessed by courts and other public agencies, arbitrators’ fees, court reporters' fees, jury fees, witness fees, investigation expenses, consultants' fees, and expert witness fees. Upon mutual consent ot District and Attorney, Attorney may pay for such costs and expenses and District shall advance costs and expenses to Attorney.
Attorney shall send District a statement for fees and costs incurred every calendar month. Attorney's statements shall clearly state the basis thereof, including the amount, rate and basis for calculations or other methods of determination of Attorney's fees. District shall pay Attorney's statements within thirty (30) days after each statement's date.
It is expressly understood and agreed to by both parties that Attorney, while carrying out and complying with any of the terms and conditions of this Agreement, Is an independent contractor and is not an employee of the District.
Dora Dome Low Fee Agreement 2021 - 2022 2 Because Attorney may represent other school and comrriunity college districts, county offices of education, joint powers authorities, SELPAs and other educational entities, conflicts of interest moy arise in the course of Attorney's representation. Because Attorney does not represent many private entities or non-school public entities, Attorney will encounter fewer conflicts of interest than the District would encounter with law firms that represent those types of entities. If Attorney becomes aware of any potential or actual conflicts of interest, Attorney will inform the District of the conflict and comply with the legal and ethical requirements to fulfill its duties of loyalty and confidentiality to District. If District has any question about whether Attorney has a conflict of interest in its representation of District in any matter, it may contact Attorney or otner lego counsel for clarification.
District or Attorney may terminate this Agreement by giving thirty (30) days written notice of termination to the other party.
Disclosure: Attorney is affiliated with Epoch Education ("Epoch”), a company that provides education development services and trolnings. Attorney does not offer legal services through Epoch, but clients may obtain certain of Attorney's online trainings through that company. From time to Attorney may recommend Epoch's services and products to District for District's consideration. Attorney shall have no role in any decision by District whether to enter into a relationship with Epoch for any purpose. This disclosure is intended to comply with all applicable rules including California Rule of Professional Conduct 3-310. If District has any questions or concerns about this at any time, it may contact Attorney.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement for Professional Services.
SANTA CLARA UNIFIED SCHOOL DISTRICT
Stella Kemp. Ed.D, Superintendent Dote
Dora J. Dpfrie. Attorney Dote
At its public meeting of ,, the Board approved this Agreement and approved Superintendent's execution of this Agreement.
Dora Dome Low Fee Agreement 2021 - 2022 3 Fagen Friedman & Fulfrost lip
AGREEMENT FOR LEGAL SERVICES
This agreement is by and between Santa Clara Unified School District (“Client”) and the law firm of Fagen Friedman & Fulfrost LLP (F3 Law)(“Attorney”). In consideration of the promises and the mutual agreements hereinafter contained, Attorney agrees to provide legal services to Client on the terms set forth below effective July 1, 2021:
1. CONDITIONS. This Agreement will not take effect, and Attorney will have no obligation to provide legal services, until Client returns a signed copy of this Agreement.
2. SCOPE OF SERVICES. Client hires Attorney as its legal representative/counsel with respect to matters Client specifically refers to Attorney. Attorney will provide those legal services reasonably required to represent Client. Attorney will take reasonable steps to keep Client informed of progress and to respond to Client’s inquiries.
3. CLIENT’S DUTIES.Client agrees to cooperate with Attorney and to communicate with candor while keeping the Attorney apprised of any information or developments which may come to Client’s attention, to abide by this Agreement, to pay Attorney’s bills on time and to keep Attorney advised of Client’s address and telephone number. Client will assist Attorney in providing information and documents necessary for the representation in the described matter.
4. CONSULTANT SERVICES. Attorney may provide consulting services in addition to or in support of the legal services provided pursuant to this Agreement, through qualified non-attorney Communication Services and Education Consultants. These services are intended to support Client with communications work or educational consultant services related to labor and employment matters, special education and student matters, high-profile litigation and settlement agreements, in addition to employee, community, inter-governmental and media relations.
5. EMAIL COMMUNICATIONS/CLOUD-BASED COMPUTING. In order to provide Client with efficient and convenient legal services. Attorney will frequently communicate and transmit documents using e-mail. In addition, Attorney uses a cloud computing service with servers located in a facility other than Attorney’s office. Most of Attorney’s electronic data, including emails and documents, are stored in this manner. Although Attorney will take reasonable precautions to keep email and other electronic data confidential and secure, because technology and cyber threats continue to evolve, there may be risks communicating and storing electronic data in this manner, including risks related to confidentiality and security. By entering into this Agreement, Client is consenting to such e-mail transmissions with Client and Client’s representatives and agents, as well as to having communications, documents and electronic data pertinent to Client’s matter(s) stored through a cloud-based service.
6. LEGAL FEES AND BILLING PRACTICES. Client agrees to pay by the hour, in minimum units of one tenth (.1) of an hour, at Attorney’s prevailing rates for all time spent on Client’s matter by Attorney’s legal personnel. Current hourly rates are noted in an attached rate schedule and the actual rate billed is based on the attorney’s number of years of experience.
The rates on this schedule are subject to change on 30 days’ written notice to client. If Client declines to pay any increased rates. Attorney will have the right to withdraw as Attorney for Client. The time charged will include the time Attorney spends on telephone calls relating to Client’s matter, including calls with Client and other parties and attorneys. The legal personnel assigned to Client’s matter may confer among themselves about the matter, as required and appropriate. When they do confer, each person will charge for the time expended, as long as the work done is reasonably necessary and not duplicative. Likewise, if more than one ofthe legal personnel attends a meeting or other proceeding, each will charge for the time spent.
7. COSTS AND OTHER CHARGES,(a) Attorney will incur various costs and expenses in performing legal services under this Agreement. Except as otherwise stated, Client agrees to pay for all costs, disbursements and expenses in addition to the hourly fees. These include fees fixed by law or assessed by public agencies, messenger and other delivery fees, out of office copying/reproduction costs, and travel costs (including mileage charged at the standard IRS rate, parking, transportation, meals and hotel costs, if applicable), and other similar items. The following costs shall not be charged:
In office Photocopying No Charge Facsimile Charges No Charge Postage No Charge On-line Legal Research Subscriptions No Charge Administrative Overhead No Charge
(b) Out of town travel. Client agrees to pay transportation, meals, lodging and all other costs of any necessary out-of-town travel by law firm personnel. Client will also be charged the hourly rates for the time legal personnel spend traveling.
(c) Consultants and Investigators. To aid in the representation in Client’s matter, it may become necessary to hire consultants or investigators. Client agrees to pay such fees and charges.
8. BILLING STATEMENTS, Attorney will send Client monthly statements for fees and costs incurred. Each statement will be payable within thirty (30) days of its mailing date. An interest charge of one percent(1%) per month shall be assessed on balances that are more than thirty (30) days past due. Client may request a statement at intervals of less than 30 days. If Client requests a bill, Attorney will provide one within 10 days. The statements shall include the amount, rate, basis of calculation or other method of determination of the fees and costs, which costs will be clearly identified by item and amount.
9. DISCHARGE AND WITHDRAWAL. Client may discharge Attorney at any time. Attorney may withdraw with Client’s consent, for good cause or as allowed or required by law upon ten (10) days written notice. Good cause includes Client’s breach of this Agreement, refusal to cooperate or to follow Attorney’s advice on a material matter or any fact or circumstance that would render Attorney’s continuing representation unlawful or unethical. When Attorney’s services conclude, all unpaid charges will immediately become due and payable. Following the conclusion of Attorney's representation of Client, Attorney will, upon Client's request, deliver to Client the Client file(s) and property in Attorney's possession, whether or not Client has paid for all services. If Client has not requested delivery of the files, Attorney may destroy all such files in its possession seven (7) years after the conclusion of the representation.
10. DISCLAIMER OF GUARANTEE AND ESTIMATES. Nothing in this Agreement and nothing in Attorney’s statements to Client will be construed as a promise or guarantee about the outcome of the matter. Attorney makes no such promises or guarantees. Attorney’s comments about the outcome of the matter are expressions of opinion only. Actual fees may vary from estimates given. 11. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties. No other agreement, statement, or promise made on or before the effective date of this Agreement will be binding on the parties.
12. MODIFICATION BY SUBSEQUENT AGREEMENT. This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them or an oral agreement only to the extent that the parties carry it out.
13. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect.
14, MEDIATION CLAUSE.If a dispute arises out of or relating to any aspect of this Agreement between the Client and Attorney, or the breach thereof, and if the dispute cannot be settled through negotiation. Attorney and Client agree to use mediation before resorting to arbitration, litigation, or any other dispute resolution procedure.
15. EFFECTIVE DATE. This Agreement will govern all legal services performed by Attorney on behalf of Client commencing with the date Attorney first performed services. The date at the beginning of this Agreement is for reference only. Even if this Agreement does not take effect, Client will be obligated to pay Attorney the reasonable value of any services Attorney may have performed for Client.
THE PARTIES HAVE READ AND UNDERSTOOD THE FOREGOING TERMS AND AGREE TO THEM AS OF THE DATE ATTORNEY FIRST PROVIDED SERVICES. THE CLIENT SHALL RECEIVE A FULLY EXECUTED DUPLICATE OF THIS AGREEMENT.
IN WITNESS WHEREOF,the parties have signed this Agreement for Legal Services.
Santa Clara Unified School District Fagen Friedman & Fulfrost LLP
Chris Keeler
Type or Print Name Name
Managing Partner Type or Print Title Title CI4JU- District Authorized Signature Signature
DATE: DATE: March 31. 2021 Please Return Professional Rate Fagen Friedman & Fulfrost llp Schedule With PROFESSIONAL RATE SCHEDULE Contract
Santa Clara Unified School District July h 2021
1. HOURLY PROFESSIONAL RATES
Client agrees to pay Attorney by the following standard hourly rate:
Associate $230 - $260 per hour Partner $290 - $325 per hour Of-Counsel $325 per hour Paralegal/Law Clerk $150 - $210 per hour Paralegal/Law Clerk (Bar Admitted Outside CA) $230 per hour Education Consultant $240 per hour Communication Services Consultant $260 per hour
Travel time shall be charged only from the Attorney’s nearest office to the destination and shall be prorated if the assigned Attorney travels for two or more clients on the same trip. If Client requests a specific Attorney, Client agrees to pay for all travel time of that specific Attorney in connection with the matter. For matters concerning compliance with state and federal voting rights laws and/or related subjects, Client agrees to pay for all travel time of assigned Attorney in connection with those matters.
2. ON-SITE LEGAL SERVICES
At Client's discretion and by prior arrangement of Client and Attorney, Attorney may provide regularly scheduled on-site legal services ("Office Hours") to address legal issues that may arise in Client's day-to-day operations. Office Hours, which include time Attorney spends at Client's facility as well as travel time, shall be provided at a reduced hourly rate of90% of the Attorney's standard hourly rate.
3. COSTS AND EXPENSES
In office Photocopying No Charge Facsimile Charges No Charge Postage No Charge On-line Legal Research Subscriptions No Charge Administrative Overhead No Charge Mileage IRS Standard Rate
Other costs, such as messenger, meals, and lodging shall be charged on an actual and necessary basis. Form W-9 Request for Taxpayer Give Form to the (Rev. October 2018) Identification Number and Certification requester. Do not Department of the Treasury Internal Revenue Service send to the IRS. ► Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. FAGEN FRIEDMAN & FULFROST LLP 2 Business name/disragarded enfity name, if different from above
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2 taxpayer identification number (or 1 am waiting for a number to be issued to me) and
3, 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct
Sign Signature of Here U.S. person ►
General Instnictioi^ ● Form 1099-DlV (dividends, includingig toose from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise noted. ● Form 1099-MISC (various types of income, prizes, awards or gross proceeds) ^ Firture developments. For the latest information about developments reared to Form W-9 and its instructions, such as legislation enacted ● Form 1099-B (stock or mutual fund sales and certain other after they were published, go to mviv./rs.gov/FormlfV9. transactions by brokers) Purpose of Form ● Form 1099-S (proceeds from real estate transactions) ● Form 1099-K (merchant card and third party network transactions) ^ individual or entity (Form W-9 requester) who is required to file an ●Form 1098 (home mortgage interest). 1098-E (student loan interest) information return with the IRS must obtain your correct taxpayer 1098-T (tuition) " security number (SSN). individual taxpayer identification number (ITIN), adoption ● Form 1099-C (canceled debt) identification number (ATIN), or employer identification number ● Form 1099-A (acquisition or abandonment of secured property) (EIN), to report on an information return the amount paid to you. or other Use Form W-9 only if you are a U.S. person (including a resident amount reportable on an information return. Examples of Information alien), to provide your correct TIN, returns include, but are not limited to. the following. //yw do not return Form W-9 to the requester with a ● Form 1099-INT (interest earned or paid) TIN, you might TO subject fo backup withholding. See What is backup withholding,
Cat, No. 10231X Form W-9 (Rev, 10-2018) FAGEN-1 OP ID: SJ /XdOKD DATE (MM/DO/YYYY) CERTIFICATE OF LIABILITY INSURANCE 06/17/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). CONTACT PRODUCER 858-571-9030 NAME: Kelley L. Milks. CIC CRM RPLU Ahern Insurance Brokerage PHONE 858-571-9030 FAX 858-571-9010 9655 Granite Ridge Dr., #500 (A/C, No, Ext): (A/C, No): E-MAIL San Diego, CA 92123 ADDRESS.. kmilks@ahernmsuran^.c~6m Kelley L. Milks, CIC CRM RPLU INSURERISI AFFORDING COVERAGE NAIC# INSURERA:Sentine[ Insurance Company 11000 INSURED INSURER B Preferred Employers Ins. Co. 10900 Fagen Friedman & Fulfrost LLP Jonn SIngsank INSURER C 6300 Wllalilre rBh/d. ’ Suite 1700 Los Angeles, CA 90046 INSURER D INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LIB TYPE OF INSURANCE INSO -WVD- POLICY NUMBER /MM/DD/YYYYl IMM/DD/YYYY> LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE i. 1,000,000 DAMAGE TO RENTED CLAIMS-MAOE X OCCUR 72SBWAM3416 06/26/2020 06/26/2021 PREMISES(Ea occurrence! 1,000,000 MED EXP (Any one person) i. 10,000 PERSONAL & ADV INJURY S. 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S. 2,000,000 PRO POLICY JECT X LOC PRODUCTS - COMP/OP AGG S. 2,000,000 I OTHER; S A COMBINED SINGLE LIMIT AUTOMOBILE LlABILnY (Ea accidentl s. 1,000,000 ; ANY AUTO I72SBWAM3416 06/26/2020 06/26/2021 BODILY INJURY (Per person) A I OWNED SCHEDULED ; AUTOS ONLY AUTOS BODILY INJURY (Per accident) S. Y I NON-QWNED PROPERTY DAMAGE ONLY ^ ! AUTOS ONLY (Per accideni) S. S A 1 X UMBRELLA LIAB X OCCUR EACH OCCURRENCE S. 4,000,000 EXCESS LIAB CLAIMS-MADE 72SBWAM3416 06/26/2020 06/26/2021 AGGREGATE S. 4,000,000 PEP X I RETENTIONS 10,000 s B WORKERS COMPENSATION X PER OTH- AND EMPLOYERS' LIABILITY STATUTE ER Y/N WKN161456 06/26/2020 ANY PROPRIETOR/PARTNER/EXECUTIVE 06/26/2021 E.L. EACH ACCIDENT 1,000,000 OFFICER/MEMBER EXCLUDED? N/A S. (Mandatory In NH) E.L. DISEASE ■ EA EMPLOYEE S 1,000,000 Kyes. describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE ■ POLICY LIMIT i. 1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORO 101, Additional Remarks Schedule, may be attached if more space is required)
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ****EVIDENCE OF INSURANCE****
AUTHORIZED REPRESENTATIVE
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ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Haight
Gregory J. Rolen Haight Bro«-n & Boncstecl up direct: {A\5) 281-7654 555 South riower Street [email protected] Forty-Fifth Floor Los Angeles, California 90071 415.546.7500 41 5.546.7505 fa-t
www,|il)l)law,cDm
June 15,2021
VIA E-MAIL ONLY PRIVILEGED & CONFIDENTIAL HAIGHT ATTORNEY-CLIENT RETAINER AGREEMENT
Dr. Stella M. Kemp Superintendent Santa Clara Unified School District 1889 Lawrence Road Santa Clara, CA 95051 E-Mail: [email protected]
Re: Policy Review/Rewrite-Govemance/General Counsel Services
Dear Dr. Kemp:
This letter follows our recent communications and will when signed by you confirm your engagement of Haight Brown & Bonesteel LLP (“Haighf’ or “the Firm”) to represent the interests of Santa Clara Unified School District (“Client”) in connection with the above-referenced matter. This Attorney-Client Retainer Agreement (“Agreement”) sets forth the terms and conditions of our engagement in compliance with the requirements of the California Business and Professions Code (including Section 6148 thereof) and the California Rules ofProfessional Conduct.
We have examined our conflicts database based on the information provided to us and are not aware of any conflicts at this time. If additional parties adverse to your interests are added to this matter, or as expert witnesses are identified, we will update our conflicts check and advise you of any issues.
We have always sought to communicate about fees and billing practices at the outset of any matter; indeed, California requires written fee agreements in most cases. We ask that you carefully read this letter. If you have any questions, concerns or comments, please feel free to discuss those with us. We encourage you to discuss these
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Dr. Stella M. Kemp June 15,2021 Page 2
matters with our attorneys at the inception of the matter, and to continue to do so should you have questions as the matter proceeds.
The scope of the representation that you have asked us to undertake is as follows:
Policy review/rewrite-govemance/general counsel services
The scope of our representation may be expanded from the services described above only if agreed upon in writing by both of us.
The undersigned will be the principal attorney supervising this matter and is also responsible for billings. Any billing-related inquiries can be directed to the undersigned’s attention, or you may contact our Manager of Finance, David Bacon, in the Firm’s Los Angeles office. It is our practice to assign the lowest billing rate professional who is sufficiently experienced and well capable of handling a particular matter. However, we reserve the right to make assignments which, in our reasonable judgment, are necessary and desirable irrespective of the billing rate(s) of such person(s).
The following standard terms and conditions of our engagement shall apply to this matter:
Execution ofRetainer Agreement If this Agreement was executed on behalf of a corporate or partnership entity, the representative(s) of such corporate or partnership entity represent(s) that he/she/they is/are a duly appointed officer, partner, shareholder, or manager of such corporation or partnership, that the corporation or partnership is active and in good standing and that he/she/they possess actual authority to enter into this Agreement on behalf of such corporate or partnership entity. If more than one person executed this Agreement as Client, then each of them waives any conflict of interest that may exist or might hereafter arise between them in their representation by Haight, except this waiver shall not apply after written notice from one of them objecting to continued representation, or from us notifying you that a conflict has arisen which would preclude such joint representation.
Fees. Haight will bill Client on a monthly basis (unless otherwise agreed to in writing). Each invoice will provide a detailed accounting of services rendered during the immediately preceding month. Descriptions of such services may therefore be subject to the attorney-client privilege and we recommend therefore that our invoices be treated as privileged communications and safeguarded appropriately. With respect to legal
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services, Client will be billed on an hourly basis (unless otherwise agreed to in writing) at rates which will vary with the nature of the matter, as well as with the experience and skill of the attomey(s), paralegal(s) or professional(s) rendering the services. Please note that our regular hourly rates are t}^ically adjusted every twelve (12) to twenty four (24) months. We will notify you at least thirty (30) days in advance of any such adjustment before any legal services at the adjusted rates are provided. For purposes of this matter, our present rates are as follows:
Partners: $365/ hour Senior Associates: $295/ hour Associates: $250/ hour Reimbursable Costs. Our invoices will also reflect reimbursable costs incurred on your behalf in the referenced matter at the amount(s) actually charged or incurred, including costs associated with copying, scanning, printing; telephone calls; courier/ovemight services; postage; third-party conference calls and third-party services such as: transcript, filing, and recordation fees; and other case-related disbursements such as charges by expert witnesses, consultants and investigators. While many expenses are generally paid by the Firm and charged to Client, it is our practice to forward invoices for significant disbursements greater than Five Hundred Dollars ($500.00) to Client for direct payment to the vendor. In addition, if it becomes apparent that substantial costs are to be advanced in connection with this matter, it is the Firm’s practice to obtain a “cost retainer” from Client for payment of such expenses. Client hereby authorizes us, consistent with any applicable written litigation guidelines or procedures applicable to this matter with which Haight has agreed to comply, in our discretion and without the need for prior consultation or approval, to incur on Client’s behalf filing fees, attorney service fees, registration fees, recording fees, copying costs, travel costs and other costs incurred in representing Client’s interests in this matter. The Firm also utilizes litigation management and trial presentation software to more efficiently and effectively deliver high quality legal services to clients, including Logikull and Relativity, depending upon storage volume and/or usage, there will be direct, out-of-pocket costs incurred in the use of such programs which Client hereby authorizes the Firm to incur and to itemize on its billing statements. Client also authorizes the Firm to instruct court reporters and other vendors to bill Client directly for services incurred, consistent with the foregoing.
Payment. Our invoices will be issued monthly and are due and payable immediately; as set forth above, as applicable, invoices shall first be charged against an
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existing retainer balance. If there is no retainer or such balance is insufficient to pay the subject invoice in full. Client agrees to pay the balance due and, as appropriate, to replenish the retainer within fifteen (15) days. The full and prompt payment of our invoices is vital to our ability to efficiently provide legal services to all clients. Failure to timely pay our bills may affect our ability to represent you adequately and could result in our withdrawal as legal counsel. We reserve the right to discontinue services if our bills are not paid in a timely manner, and to seek payment for all past services rendered and costs advanced.
Payment is expected upon receipt of our invoice for the provision of legal services and costs. If we do not receive payment in full on any invoice within thirty (30) days, late charges at one percent(1%) interest per month (twelve percent(12%) per year) will be imposed on your unpaid balance after 30 days. Your unpaid balance is determined by taking the beginning balance of your account for each month, adding any new charges and subtracting any payments made to your account. We will then multiply this amount by the one percent(1%) monthly periodic interest rate to compute the late charge for your account for that month.
Conflicts ofInterest Haight observes the professional and ethical requirements of the Rules of Professional Conduct as promulgated by the State Bar of California, including its rules as to avoiding the representation of adverse interests among clients and protecting the confidentiality of attorney-client communications. Please be advised that the Firm invests time, energy, and commitment in certain long term client relationships of our choosing, in which clients may rely upon the availability of our representation. Accordingly, it is understood and agreed, and you hereby consent, that our attorney-client relationship with you and the matters in which we represent you or any related persons’ and entities’ interests will not, in themselves, serve as a basis for our disqualification from representation of other clients or parties in any legal proceedings, cases, controversies, or matters, except if and to the extent absolutely non-waivably required by the Rules of Professional Conduct. In the event of a conflict, we may withdraw from representing you or another client in our discretion in order to address conflict issues.
Our engagement by you is also understood as entailing your consent to our representation of our other present or future clients in “transactions,” including litigation and business or counseling matters, in which we have not been engaged to represent you or in which you have other counsel, and in which one of our other clients would be adverse to you in matters unrelated to those that we are handling for you. Given the nature of our relationship with certain long term clients, there is a need for our Firm to
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preserve its ability to represent existing clients on matters which may arise in the future including matters which may be adverse to you, provided that we would only undertake such adverse representation of others under circumstances in which we do not possess confidential information of yours relating to the subject transaction, and we would staff such a project with one or more attorneys who are not engaged in your representation. In such circumstances, the attorneys in the two matters would be subject to an ethical wall, screening them from communicating with each other regarding their respective engagements and preventing them from accessing case or client files, records, or communications of the other’s matter. And of course, if circumstances should reveal an actual conflict of interest in our representation of your interests and those of another, existing client, we would notify you immediately and, assuming such conflict cannot be waived or reconciled, we would take immediate and orderly steps to withdraw from representing one or both such clients. We anticipate that you will consent to our present and future representation of you and our other clients under those circumstances, provided that in the future you may, of course, choose to withdraw any waiver of conflicts and terminate the Firm’s representation of you, but not our representation of other clients. Your signature on this letter in the space provided below signifies that you understand this paragraph, that you have had a reasonable opportunity to consult an independent lawyer of your choice regarding this letter, and that you have either obtained such independent advice or have made an intentional and informed decision not to seek such advice.
Attorney-Client Communications. This will confirm that your attorney-client communications and any confidential client information you provide to us will be protected by us at all times from disclosure by us, except as may be in your interest and under your direction, or as may be required by law.
Insurance. To the extent Client has liability insurance coverage applicable to the subject matter of this retention, Haight shall, consistent with the terms and conditions of such insurance coverage, including applicable deductible or retention provisions, seek to obtain payment for its legal fees and costs directly from such insurer(s) as have agreed to participate in Client’s defense once any such deductible or retention has been satisfied, typically by Client’s payment of Haight’s legal fees and costs until exhaustion of such deductible or retention. Some insurance companies may impose restrictions on the type, amount of or hourly rate for legal services which they will pay and may further refuse reimbursement for various cost items. In addition, some insurance companies may unilaterally impose other restrictions which are different from the terms of this
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Dr. Stella M. Kemp June 15,2021 Page 6
Agreement. While Haight will, of course, work cooperatively with any insurance company defending Client, and make every effort to minimize the expense not absorbed by Client’s insurance company, Haight’s agreement is with Client, and Client nevertheless understands and agrees that it shall remain liable to Haight for all legal fees and costs which are not paid by such insurer(s) or which are within the applicable deductible(s) or retention(s) of, or are otherwise not covered by, such insurance policy(ies).
Term ofEngagement, Either of us may terminate this engagement by fifteen (15) days’ prior written notice to the other, for any reason, by written notice to that effect, subject on our part to applicable Rules of Professional Conduct. If permission for withdrawal is required by a court, Haight will promptly apply for such permission, in accordance with local court rules, and Client agrees to cooperate in such process and to engage successor counsel.
Information/Client Responsibilities. We will keep Client informed of the status of the referenced matter and will send copies of correspondence, pleadings and/or other relevant documents which we initiate, and copies of correspondence, pleadings and/or other relevant documents we receive from others. Client agrees to cooperate fully with the Firm and to provide promptly all information known or available which is relevant to the Firm’s representation of Client’s interests, including furnishing all documents requested by us.
Disposition ofRecords. Haight is not obligated to keep files/records related to a matter after that matter is finished unless required to do so by operation of law. Client agrees that Haight may destroy matter files or records thirty (30) days after providing notice of its intention to destroy them (unless Client requests delivery of those materials within thirty (30) days of such notification), or without prior notice after five (5) years from the date the matter has been completed, whichever is earlier.
Responses to Audit Letters. If Client engages certified public accountants to audit Client’s financial statements, it is likely the accountant or accounting firm will request, during the audit, that Haight provide a written description of all pending or threatened claims or lawsuits to which Haight has given substantive attention on Client’s behalf This request is typically a standardized letter provided by the accountant or accounting finn which Client is requested to send to Haight. Minimum fees for responses to such audit letters will be billed at $500. However, if more than two hours of time is necessary
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No Representations as to Outcome, Litigation and business disputes are, by their very nature, unpredictable. It is impossible to warrant a successful result or represent that a particular result can be obtained within a specified time frame. Haight makes no representations or warranties concerning the successful prosecution or defense of this matter, or the favorable outcome of any legal action that may be filed, and does not guarantee that Haight will obtain compensation for or reimbursement to Client of any of Client’s costs, expenses or other claimed damages resulting from the matters out of which the referenced matter arises. All statements of Haight on these matters are statements of opinion only.
Experts, Consultants and Investigators. In its discretion, and with Client’s prior approval, Haight may retain experts, consultants and/or investigators to report to Haight as to the facts of this matter, to testify, if necessary, at trial, or both. Client authorizes Haight to execute retainer or engagement agreements on its behalf with such experts, consultants or investigators. The experts, consultants or investigators will report exclusively to Haight. Said experts, consultants or investigators shall be deemed employed by Client, not by Haight. However, such experts, consultants and/or investigators may present bills for their services to Haight, who may either (a)forward such bills to Client for direct payment if they exceed the sum of $500, or (b) pay such bills, in which event the amount paid shall be considered a cost advanced by Haight to be reimbursed by Client. Haight will consult, in advance, with Client before retaining such experts, consultants or investigators, or incurring significant expenses associated therewith.
External Electronic Communication and Data Storage Authorization. The Firm may send documents or other information that is covered by the attorney-client or work product privileges using external electronic communication (via the internet or other network) and/or may store such information utilizing “cloud-based” storage media (all collectively “EC”). Client understands that EC is not an absolutely secure method of communication and/or data storage. Client’s execution of this Agreement will serve to acknowledge and accept the risk and authorize the Firm to use EC means to communicate with Client or others necessary to effectively and efficiently represent Client. If there are certain documents or information with respect to which Client wishes to maintain absolute confidentiality, Client must advise the Firm in writing not to transmit or store
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Dr. Stella M. Kemp June 15,2021 Page 8 such documents or information via EC and the Firm will thereafter comply with Client’s request.
Retention ofRecords by Client. The files and records of Client pertaining to the underlying matter may be important evidence. These records include essentially all records Client produced or received, whether paper or electronic. A record may be as obvious as a memorandum, an e-mail, an invoice or a contract, or something not as obvious, such as a computerized desk calendar, an appointment book or an expense record. Various laws, some specific to your business or particular activity, may require you to maintain certain types of records, usually for a specified period of time. Regardless of the application of other laws, however, if this matter reaches litigation the discovery laws require you to retain potentially relevant records, including electronic data. Failure to retain those records and data could subject you to sanctions and fines, cause the loss of rights, obstruct justice, place you in contempt of court, and/or seriously disadvantage you in the litigation. Accordingly, we request that if you have not already done so, you immediately secure and retain all materials, whether paper or in electronic or other form, that may be relevant to this engagement. Please contact me directly with any questions you or your colleagues or staff may have about any document or electronic data issues.
Allocation ofAward ofStatutory Fees and Costs. Client agrees that any award of fees and costs pursuant to statute will belong exclusively to the Firm, subject to the following provisions. If such fees are based upon an application for fees filed by the Firm pursuant to a governing statute, and fees are thereafter awarded against and paid by an opposing party in litigation. Client agrees that once fees for legal services previously paid by Client and/or its insurer and which were the subject of such application are reimbursed to the client, any excess fees awarded for the same services on the basis of a multiplier, “lodestar” or court-approved rates reflective of the Finn’s attorneys’ experience and geographic location shall belong exclusively to the Firm in consideration of the fact that in handling the subject litigation at the reduced hourly rates applicable to this matter, the Firm actually received lower rates than would otherwise be commensurate with the skill and experience of the Firm’s attorneys in this matter.
Post-Engagement Matters. Client has engaged the Firm to provide legal services in connection with the specific matter identified above. After completion of the matter, changes may occur in applicable laws or regulations that could have an impact on Client’s future rights and liabilities. Unless Client engages the Firm, in a writing signed
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Haight^s General Counsel. Circumstances arising during the subject engagement may cause Haight to seek legal advice about its own rights and responsibilities regarding its engagement by Client pursuant to this Agreement, and in connection with its provision of legal services for Client in the most effective and efficient manner. Haight may seek such advice from one or more Haight attorneys who are designated as General Counsel or Associate General Counsel; such attorneys do not work for Client and will not be performing any services for Client or on Client’s behalf, nor will the time of any such attorneys be charged to Client. Alternatively, Haight may seek such advice from outside attorneys, at its own expense. Client agrees that any such communications and advice are protected by Haight’s attorney-client privilege with its own counsel and that neither the fact of any such communications nor their substance will be subject to disclosure to Client. To the extent Haight is, through any such communications, addressing its own rights and responsibilities, a conflict of interest might be deemed to exist between Haight and Client, particularly if a dispute should later arise between them arising out of the subject representation. Client hereby consents to such consultation(s) occurring and waives any claim of a conflict of interest based on such consultation(s) or resulting communications that might otherwise disqualify Haight from providing legal services for Client or prevent it from acting on its own behalf, even if such consultations and communications with Haight’s counsel might be deemed adverse to Client’s interests. Because a waiver of a potential conflict of interest may affect Client’s rights, Client is encouraged to seek the advice of an independent lawyer of Client’s choice before agreeing to such a waiver. By executing this Agreement, Client represents and agrees that Client has had a reasonable opportunity to consult such an independent lawyer and that, whether or not Client elected to consult with such an independent lawyer, Client agrees to the waiver of such potential conflict of interest as specified above.
Arbitration ofFee Disputes. Client and Haight agree that if any dispute arises with respect to Client’s liability for fees and costs incurred, said parties agree first to try in good faith to settle the dispute themselves, or by mediation under the auspices of the bar association in the County where the Haight office responsible for the majority of services provided in the referenced matter is located, before resorting to arbitration. Client has the right under California law to require a non-binding fee arbitration in the event a dispute over our fees arises; Client may also elect binding arbitration. Client’s agreement to arbitrate disputes regarding Client’s liability for fees and costs is not a
SK20-0000001 13606814.1 Los .●\ng?les ● Ojaiiof Counn- ● Riwside ● Sjaanieiito ● S^n Difgo ● Sin Frmdsco Dr. Stella M. Kemp June 15,2021 Page 10 condition of Haight agreeing to represent Client, and if Client does not wish to agree to arbitrate such disputes, Client should immediately advise us before counter-signing this Agreement. Following the mediation procedure referenced above, any remaining, unresolved controversy pertaining to legal fees and costs incurred by Haight shall be submitted to arbitration under the auspices of the bar association in the County where the Haight office responsible for the majority of services provided in the referenced matter is located in accordance with that bar association’s applicable rules, and Client agrees to participate in and to cooperate with such submission. Because of the material savings in time and expense afforded by such arbitration procedures, Haight will request binding arbitration of any such dispute. If Client also agrees to binding arbitration at or prior to the fee arbitration hearing. Judgment upon an award rendered by the arbitrator(s) may be entered in any Court having Jurisdiction pursuant to such rules. Under such circumstances, Haight and Client agree to be bound by the award of the arbitrator(s), and that any such award shall be enforceable in accordance with the provisions of the California Code of Civil Procedure and the California Business and Professions Code. California substantive law, including any applicable limitations periods, shall apply to any dispute regarding fees and costs between Haight and Client. In any litigation or arbitration with respect to Client’s liability for fees and costs incurred and arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs and, as applicable, interest at the legal rate from the relevant (unpaid) invoice date(s). Client acknowledges that Client can retain a law firm or attorney who does not require an arbitration provision. Because an agreement to binding arbitration and the resultant waiver of a right to a jury trial may affect Client’s rights. Client also acknowledges that Client has had the opportunity to fully and freely discuss with a representative of the Finn the arbitration process and its consequences. Client is also encouraged to seek the advice of an independent lawyer of Client’s choice before agreeing to such a waiver and to binding arbitration. By executing this Agreement, Client represents and agrees that Client has had a reasonable opportunity to consult such an independent lawyer and that, whether or not Client elected to consult with such an independent lawyer, Client agrees to the waiver ofjury and to participate in arbitration as to fee disputes as set forth above. These provisions shall not apply to any other claim or dispute concerning Haight’s performance of legal services for Client.
Entire Agreement. This Agreement represents our entire agreement, which is effective on the date you counter-sign this Agreement. No other agreement, statement or promise made on or before the date of this Agreement will be binding on the parties. This original Agreement has been executed on behalf of the Firm. You should sign and
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Dr. Stella M. Kemp June 15, 2021 Page 11 retain it for your file, and sign and return a copy to Haight with the retainer fee. By counter-signing in the space provided below and returning to Haight a copy of this Agreement (with the applicable retainer, if any), Client’s representative confirms that she or he has read, understands and agrees to the terms of this Agreement and that she or he is authorized to execute this Agreement on Client’s behalf to confirm the engagement of Haight Brown & Bonesteel LLP to represent Client in connection with the referenced matter, subject to the terms and conditions set forth above.
We welcome you as a valued Haight client and look forward to working closely with you and your colleagues towards a successful conclusion of this matter.
Sinerely,
Haight Brown & Bonesteel LLP GJR:PH
Agreed and accepted:
Dated: Dr. Stella M. Kemp Superintendent Santa Clara Unified School District
SK20-0000001 13606814.1 Los .'\iigelts ● Oraugf C'oimn' ■ Rivet ude ● baasmento ● Sin Diego ■ Sin Frinciico Hopkins & Carley A Law Corporation
Professional Services Agreement
On behalf of Hopkins & Carley, A Law Corporation (“H&C” or “we” or “us”) thank you for asking us to assist Santa Clara Unified School District (“District” or “you”) with your legal matters. Among other things, this Professional Services Agreement(“Agreement”) describes the scope of the legal services we will provide to you, how we will provide those services, and how we will be compensated for our services. Please review this Agreement carefully, and please contact me if you have any questions or concerns.
Initial and Additional Services
You have hired us to provide legal services with respect to the following matters: Education, Employment, and Labor Relations. We are representing you in these area of the law only, as described in this Agreement. If you would like us to provide you with additional legal services, we may confirm the scope of any additional services to be performed in a separate writing. The provisions of this Agreement will apply to our additional services, unless stated otherwise in the separate writing.
Our Obligations to You
We will strive to diligently and faithfully represent you on all the matters for which you retain us. We will fulfill our professional and ethical obligations to you in accordance with the laws and regulations of the California State Bar, the State of California and the courts of this state. We will take reasonable steps to keep you informed of progress on your matter, and will promptly respond to your inquiries.
Your Obligations to Us; Your Personal Information
You agree that you will be truthful with us, and that you will cooperate fully with us. This means that you will keep us informed of any relevant information or developments, be responsive to our requests for information and documents, pay our bills promptly, and keep us advised of any changes in your contact information.
You may have a right of access to your personal information under the California Consumer Privacy Act or other data protection laws. Our Privacy Notice is available on our website, www.hopkinscarley.com. If you have questions about our Privacy Notice or use of your personal information, please contact [email protected].
To help us maintain accurate data, please let us know if your information needs to be corrected or updated.
Charges for Our Services
Our fees for legal services are based upon our hourly rates in effect at the time work is performed, and are charged in increments of six minutes. Work performed by Richard Noack will be invoiced to the Santa Clara Unified School District at a 40% discount of his then current regular billable hourly rate. Our current hourly rates are listed on the Rate and Charge Schedule that are sent to
356\3746623.1 clients annually. For instance, for 2021, the regular billable hourly rate for Richard Noack is $675 per hour. With a 40% discount, the discounted billable hourly rate would be $405 per hour.
Please note that our work on this engagement may not always be performed by Richard Noack personally. Richard Noack may involve other attorneys and legal personnel in order to best achieve the desired result on a cost-effective basis.
Our hourly rates may be adjusted annually. Any change in our rates will take effect 15 days after providing you with written notice.
Time charged for services includes, among other things, time we spend on telephone calls, emails and other electronic communications relating to your matter. We also charge for time we spend traveling to and attending meetings or proceedings on your behalf.
Costs and Other Charges
During the course of our representation of you, costs and expenses likely will be incurred on your behalf. External costs (such as filing fees, expert fees, parking, and outside reproduction costs) will be charged at our cost. Hosting electronic data is generally provided by Catalyst, a division of Open Text, on its Catalyst Insight platform, and is billed monthly at the rate set forth on the annual Rate and Charge Schedule. We may advance external costs on your behalf and charge you for reimbursement, or we may ask you for advance payment. Internal charges are billed at the rates set out on the Rate and Charge Schedule. All costs and expenses are payable immediately upon request.
Our Bills
We render bills monthly, and they are due and payable upon receipt. We ask that you review each bill carefully, and that you contact us promptly if you have any objections, questions or concerns. If you object to us in writing within 45 days of the bill date, we will not be entitled to transfer the disputed amount from your Deposit (if applicable) until the dispute is resolved.
An interest charge of 1.5% per month will be assessed on bills not paid within 45 days.
As a convenience to our clients, we accept credit card payments, although we reserve the right to designate the specific credit cards we will accept, and to limit the monthly amount that may be paid by credit card. The credit cards we currently accept and the monthly amount we currently accept are set forth on the annual Rate and Charge Schedule.
Please note that by signing this Agreement, you are agreeing to waive any and all rights you may have to utilize dispute resolution rules and procedures relating to your use of, and our acceptance of, a credit card. The procedures described below in this Agreement in the section entitled ‘‘Dispute Resolution” set forth the exclusive methods to resolve any disputes between you and H&C.
No Guarantee of Results or Fees and Costs
The results in any situation requiring legal counsel depend on a number of factors, including interpretation of law, exercise of discretion and judgment, and the effect of future, unanticipated events. Our role is to advise you and help you to understand the legal benefits and risks inherent
2 356\3746623.1 in a particular course of action. Ultimately, you must weigh all the benefits and risks, legal and otherwise, in deciding on a particular course of action.
We appreciate that you are concerned about legal fees and costs. Your promptness in responding to requests for information and documentation, and in making decisions, will help minimize our fees. Ultimately, though, actual fees and costs are subject to a variety of factors, some of which are not within your or our control, such as the responsiveness of others who are involved in this matter, including attorneys, advisors and third parties. For these reasons, we cannot accurately forecast or predict the total fees and costs that may be incurred on your matter. We will be happy to provide you with an estimate upon your request, but the estimate, of course, will not be a guarantee of what the actual fees and costs will be for your matter.
Any comments by us, whether written or oral, about the potential outcome of a matter or the likely total fees and costs, are mere expressions of our opinion based on the circumstances known to us at that time, and are not a guarantee or promise of any particular result Any Deposit made by you, or estimate or budget made by us, is not a guarantee of a flat or capped fee, or a representation that actual fees and costs will not exceed the amount of the Deposit, estimate or budget
Confidential Communications
In order to preserve the confidentiality of our attorney-client communications, it is important for you not to share them with third parties, as doing so may waive the attorney-client privilege that protects such communications from disclosure. In certain cases, communications with third parties (such as your family members or other advisors) which are necessary to accomplish our work will be protected from disclosure, but that is not automatic. Therefore, you should be careful to avoid disclosing confidential communications to third parties (e.g., by inadvertently including them on email). Please contact us if you have any questions about attorney-client confidential communications, either in general or as to a particular communication.
Dispute Resolution
If a dispute arises concerning any aspect of the relationship between us, including fee disputes and/or claims of legal malpractice, we agree to follow this procedure:(1) you and H&C will discuss and attempt to negotiate a resolution of the matter; and (2) if we fail to resolve the issue, the dispute will be submitted to final and binding arbitration in Santa Clara County under the Commercial Rules of the American Arbitration Association then in effect. We both agree that Expedited Procedures provisions of the Commercial Rules shall apply regardless of the amount of our claims, except the Expedited Procedures shall not apply to the extent that you assert any counterclaims.
Notwithstanding the prior paragraph, you also have the right to submit a fee dispute between us under the attorneys’ fee arbitration procedure that exists under California law. Such fee arbitrations are not binding, unless both parties so agree in advance, and do not encompass legal malpractice or other non-fee claims.
By entering into this Agreement, you and H&C have (1) surrendered and waived the right each of us would otherwise have to submit any dispute between us for resolution by court orjury, including the right of appeal to a higher court,(2) agreed to rely exclusively on the dispute resolution procedures provided in this Agreement, and (3) agreed that the arbitrability of any issues is to be decided by the arbitrator(s).
3 356\3746623.1 Witness Fees and Costs
If any H&C attorney or paralegal is asked to be a witness in any litigation relating to this Agreement, or the services we are providing to you pursuant to this Agreement, you agree that you will compensate our firm for its time and costs spent providing testimony and responding to subpoenas, based on our then-prevailing hourly rates and costs, including but not limited to attorneys' fees incurred by any H&C attorney or other employee who is requested to appear as a witness. This includes time spent traveling to and appearing in court or at a deposition, and any preparation time necessary for such appearance.
Termination of Our Relationship
You may discharge us at any time. We may withdraw with your consent or for good cause, or if permitted under the Rules of Professional Conduct of the State Bar of California and/or applicable law. We also may withdraw if you fail to pay our fees and costs as required by this Agreement. Unless sooner terminated, the attorney-client relationship shall automatically terminate upon conclusion of the work for which we have been engaged.
When our relationship terminates, whether we have completed our work or not, payment for all work performed and for all costs advanced shall be due and payable immediately. In addition, as soon as our attorney-client relationship is terminated, whether we have completed our work or not, we shall have no obligation to render any further services to you or provide you with additional advice.
Your Files
During the course of this engagement, you may provide us with documents and other materials related to this matter. If you provide us original documents, we typically duplicate the original documents electronically and return the original documents to you, although in some instances original documents are retained by us during the course of an engagement. It is our practice to store the documents, emails, data and other communications that comprise your files (“Files”) electronically in digital format, and therefore we do not typically store paper copies in your Files. H&C utilizes “cloud computing,” which means that your Files may be stored on a computer or server that is not physically located in one of our offices. In addition, portions of your Files may exist on laptops, cellphones, iPads and other devices with remote capabilities. We take appropriate precautions to ensure that the information in your Files remains confidential and inaccessible to anyone other than those authorized by us.
Please note that your Files do not include materials or documents that we deem to be attorney work product, including but not limited to notes, drafts, and internal emails and correspondence (“Work Product”). You agree that Work Product is our property and is not part of your Files.
Records Retention
When your matter has concluded, we will close your Files. We will retain your Files in accordance with the retention policies and period set forth in the Firm’s then-applicable retention policy, which will be for a period of not less than five years. If you do not request return of your Files before the end of the applicable retention period, you now agree that we have no further obligation to retain your Files and may, at our discretion, destroy your Files upon expiration of the applicable retention period. If we have retained original documents that have intrinsic value, such as wills, trusts.
4 356\3746623.1 deeds or securities, those documents will be returned in their original form in accordance with your instructions, and will not be destroyed.
If we return your Files to you or deliver them to a third party, we are authorized to retain copies of the Files at our expense.
Communications and Signatures
You authorize us to communicate with you not only in person, by telephone, and by regular mail, but also by email, text, facsimile, and other electronic means. You also acknowledge that communication by electronic means is subject to interception by others, as are mail and other forms of communication. By authorizing us to communicate with you via these means, you are assuming any risks associated therewith.
You and H&C will be bound by this Professional Services Agreement through either physical or electronic signatures. If you affix an electronic signature to this Agreement, you agree and represent that your electronic signature signifies assent to the terms of this Agreement and that your electronic signature satisfies the requirements of California and federal law, and any other laws or regulations relating to the validity of the signature and your authority to enter into this Agreement by electronic means. In addition, you understand and agree that we may utilize electronic signature processes with respect to documents, including court filings, relating to our representation of you.
Miscellaneous
H&C carries professional liability insurance. We are licensed to perform legal services only in the State of California, and generally we can advise you only on California and federal law. Although we may travel elsewhere, our services are deemed to be performed in Santa Clara County, California. Jurisdiction and venue for any disputes between us will be exclusively in Santa Clara County, California.
This Agreement and the annual Rate and Charge Schedule (which may be amended from time to time) constitute our entire agreement, and will be governed by and construed according to the laws of the State of California, without giving effect to its choice of law principles. No other agreement, statement or promise made on or before the effective date of this Agreement will be binding on any of us. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect. Except as provided herein, this Agreement may be modified only by a writing signed by all of us. If we represent more than one person or entity under this Agreement, this Agreement must be signed by all represented parties, and the obligations imposed under this Agreement are joint and several.
Special Provisions Relating to Contested Matters
The following terms and conditions of our representation apply only when we are representing you in a dispute that may ultimately result in a trial, arbitration, mediation or similar legal proceeding:
5 356V3746623.1 Attorneys’ Fees and Costs; Insurance Proceeds
If this matter ultimately proceeds to trial or another legal proceeding and you are not the prevailing party, it is possible that you may be required to pay attorneys’ fees and costs to the other party or parties. Payment of these fees and costs will be solely your responsibility. Conversely, if you prevail, the losing party or a third party, such as an insurance company, may be required to pay some or all of our fees and costs and, in certain instances, an insurance company may have an obligation to pay your ongoing fees and costs prior to a final determination of your matter/case. In all instances, you authorize H&C to accept payment(s) by another party, including an insurance company, of fees and/or costs incurred by you. You agree that although H&C may accept payment(s) by another party, including an insurance company, you must still pay your invoices within the required time period provided by this Agreement. To the extent H&C receives payment from another party, including an insurance company, after you have timely paid your invoice(s), you will receive a credit for those funds received.
Preservation of Information
In the event of an existing or anticipated claim, you (and, if applicable, your employees) have a duty to preserve and not inadvertently or otherwise destroy evidence. Accordingly, please preserve all documents, tangible things, and electronically stored information that might be potentially relevant to the issues raised in the existing or anticipated claims. This includes, but is not limited to, emails, voicemail and text messages, and social media posts.
Attorney’s Lien
By executing this Agreement, you grant to us a lien (“Lien”) against any sums or other consideration received by you either (1) as the direct or indirect result of our representation of you, or (2) in connection with the disposition of the subject matter of our representation of you. The Lien shall be in the amount of any unpaid balance (after application of any Deposit)to invoices due and owing to us.
Granting a Lien to us may be adverse to your interests. Accordingly, you may wish to consult with independent legal counsel regarding the Lien. By executing this Agreement, you agree that you have been given an opportunity to obtain independent legal counsel.
Insurance Coverage
We are not responsible for identifying or evaluating insurance coverage that may be available with respect to the matter, or for tendering claims to your insurer, unless we have specifically agreed in writing to provide such services.
Notification of Settlement Offer
We will not make any settlement or compromise of any aspect of your claims without your prior approval. You have the absolute right to accept or reject any settlement.
If this Agreement correctly sets forth our understanding, please sign, date and return the original to our office in the enclosed return envelope or via fax or PDF.
6 356\3746623.1 This Agreement will take effect when all of the following conditions have been satisfied: (1) you have returned a signed copy of this Agreement;(2) we have counter-signed the Agreement; and (3) we have received your Initial Deposit {if requested). The effective date of this Agreement will be the date we first perform legal services on your behalf.
If this Agreement does not take effect, you will be obligated to pay us for the reasonable value of services we performed for you.
We thank you for the opportunity to represent you and look forward to working with you. If you have any questions, please let me know.
Sincerely, H&C:
Hopkins & Carley, A Law Corporation
t/c By: Richard Noack
Acknowledgement and Agreement:
The undersigned acknowledges that the undersigned has read, understood and agreed to the terms and conditions set forth in this Agreement. Dated:
Client:
Santa Clara Unified School District
By:
Its:
7 356\3746623.1 AGREEMENT FOR LEGAL SERVICES This Agreement for Legal Services ("Agreement") is entered into between Kronick, Moskovitz, Tiedemann & Girard, A Professional Corporation ("Kronick") and Santa Ciara Unified School District ("Client") as of the date last set forth herein. By signing and returning this Agreement for Legal Services, Client indicates its acceptance of the terms set forth in this document. 1. SCOPE OF AGREEMENT Client retains Kronick to provide legal services to Client in connection with District facilities and the development thereof, including the Agnews School Project and related litigation, and other matters by mutual agreement only. 2. DUTIES OF KRONICK AND CLIENT (a) Kronick Duties Kronick shall provide those legal services reasonably required to represent Client in the matter described above. Kronick shall also take reasonable steps to keep Client informed of significant developments and to respond to Client's inquiries. While the attorney with whom Client originally met may be primarily responsible for completing the work on Client's matter, that attorney may also delegate work to other attorneys, paralegals, law clerks and office personnel within Kronick, if he or she determines that such delegation is appropriate in representation of Client's interests. If Client so requests, Client will be consulted before any delegation is made. Kronick may, with Client's prior consent, select and hire attorneys, investigators, consultants and experts to assist in the preparation and presentation of Client's case. While any such persons will report exclusively to Kronick to preserve the Attorney-Client and Attorney Work Product privileges, they will be employed by Client. Kronick will provide at the client's request a copy of this Agreement and this Agreement shall be considered as a confidential document to the extent permitted by applicable law. Kronick is not obligated to perform any services for Client until Kronick has received a signed original or copy of this Agreement for Legal Services and an advance deposit as set forth in Paragraph 6, from Client. (b) Client’s Duties Client shall be truthful with Kronick, cooperate with Kronick, keep Kronick informed of developments related to the subject matter for which Client has engaged Kronick, perform the obligations Client has agreed to perform under this Agreement, pay invoices from Kronick in a timely manner, and keep Kronick apprised of his, her, or its address, telephone number, and whereabouts. 3. BILLING RATES Client agrees to pay for legal services at the rates set forth in the Schedule of Rates below. Kronick's fees will be calculated based on those hourly rates, billed in increments of 1/10th hour for the legal staff involved, multiplied by the hours devoted on Client's behalf. These rates are subject to an automatic adjustment at the 1331 Garden Hwy, 2nd Floor| Sacramento, CA 95833 T. 916.321.4500| F. 916.321.4555 www.kmtg.com 1 beginning of each calendar year, as set forth in the Schedule of Rates. These rates are based principally on experience, specialization and training. Kronick will charge for all time worked on a matter, including travel time portal-to-portal, time waiting in court, and time spent in meetings, unless otherwise agreed to in writing. SCHEDULE OF RATES Shareholders/Of Counsel/Senior Counsel $317.00/hr, Senior Associates $291.00/hr. $255.00/hr.- Associate Attorneys $291.00/hr. Paralegals $166.00/hr. $114.00/hr.- Law Clerk/Document Clerk $166.00/hr. William T Chisum $317.00/hr. Our rates increase by 4%, rounded up to the nearest $5 annually on January 1st, or by any other amount as mutually agreed during each year in which this agreement is in effect. Expenses, including mileage, photocopying/printing and delivery charges, will also be billed. A detailed schedule of these expenses can be provided upon request. Kronick’s usual billing procedure is to submit a monthly itemization of the time and services charged with the names of the attorneys, paralegals and clerks whose time is being billed. However, we have a highly sophisticated and flexible billing system, which can produce invoices specific to each client's billing needs. Please let us know of any specific desires or needs you have in this respect. 4. COSTS AND EXPENSES Whenever practical, Client shall directly pay for major costs and expenses in addition to Kronick's fees, either by advancing such costs or expenses to Kronick, or by paying third parties directly. Upon demand. Client shall advance funds to Kronick or directly pay third parties, as specified by Kronick. In all other cases, Client shall reimburse Kronick for all costs and expenses incurred by Kronick, including, but not limited to, the following: costs of serving pleadings, filing fees and other charges assessed by courts and other public agencies, court and deposition reporters' fees, jury fees, witness fees, messenger and other delivery fees, postage, printing/photocopying, parking, mileage, travel expenses (including air fare at coach rates, lodging, meals, and ground transportation), research, investigation expenses, consultants' fees, expert witness fees, mediator fees, arbitrator fees, special master fees and other costs and expenses. Kronick shall itemize all costs incurred on each periodic invoice. 5. INVOICES AND PAYMENTS Kronick shall send Client an invoice for fees and costs incurred every month. However, when the fees and costs for a particular month are minimal, they may be carried over to the next month's invoice. Client shall pay invoices from Kronick within thirty (30) days after each invoice's date. Kronick’s invoices shall clearly state the basis thereof, including the amount, rate and basis for calculation (or other method of determination) of Kronick’s fees. The invoices will also clearly Identify the costs and expenses incurred and the amount of the costs and expenses. Client agrees to promptly review all invoices provided by Kronick and to promptly communicate any objections, questions or concerns about their contents. 1331 Garden Hwy, 2nd Floor| Sacramento, CA 95833 T. 916.321.4500 F. 916.321.4555 www.kmtg.com 2 6. DISCLAIMER OF GUARANTEE OR TAX ADVICE By signing this Agreement, Client acknowledges that Kronick has made no promises or guarantees to Client about the outcome of Client's matter, and nothing in this Agreement shall be construed as such a promise or guarantee. Unless expressly set forth in Section 1 of this Agreement, Kronick has not been retained to provide and will not provide any tax advice to Client, 7. DISCHARGE AND WITHDRAWAL Client may discharge Kronick at any time upon written notice to Kronick. Kronick may withdraw from representation of Client (a) with Client's consent,(b) upon court approval,(c) if no court action is pending, for good cause upon reasonable notice to Client or (d) as otherwise permitted by the California Rules of Professional Conduct or other applicable law. Good cause includes Client's breach of this Agreement, Client's refusal to cooperate with Kronick or to follow Kronick's advice of a material matter, or any other fact or circumstance that would render Kronick's continuing representation unlawful or unethical. If a court action, arbitration or other judicial proceeding is pending, Client shall promptly deliver to Kronick a signed substitution of counsel form at Kronick's request. 8. LEGAL ACTION UPON DEFAULT If Client does not pay the balance when due, or if Client breaches any other term of this Agreement, Kronick may demand that the entire unpaid balance be paid immediately and, as provided by law, commence any legal action for collection of the balance due. Client agrees to pay interest at the rate of ten percent(10%) per annum from the date of default. Client shall be in default if it fails to pay any invoice within 30 days of the date on the invoice. Client and Kronick agree that all legal proceedings related to the subject matter of this Agreement shall be maintained in courts sitting within the State of California, County of Sacramento. Client and Kronick consent and agree that the jurisdiction and venue for proceedings relating to this Agreement shall lie exclusively with such courts. Further, the prevailing party in any such dispute shall be entitled to reasonable costs, including attorneys’ fees. 9. ARBITRATION OF FEE DISPUTE If a dispute arises between Kronick and Client regarding attorneys' fees or costs under this Agreement and Kronick files suit in any court, or begins an arbitration proceeding other than through the State Bar or a local bar association under Business and Professions Code Sections 6200-6206, Client will have the right to stay that suit or arbitration proceeding by timely electing to arbitrate the dispute through the State Bar or a local bar association under Business and Professions Code Sections 6200-6206. 10. COMPLETION OF SERVICES Upon the completion of Kronick's services, all unpaid charges for services rendered and costs incurred or advanced through the completion date shall become immediately due and payable. 11. CLIENT FILES At Client's request, upon termination of services under this Agreement, Kronick will promptly release all of Client's papers and property (subject to any applicable protective orders or non-disclosure agreements)("Client Files"). Client may also request in writing that Kronick transfer the Client Files to a third party. Kronick will release the Client Files and make them available for pick-up locally. If needed, transportation or delivery of the Client Files to another location will be arranged by the Client, who will bear the transportation costs in their entirety. Kronick is authorized to make a copy of the Client Files prior to their release for Kronick’s use. 1331 Garden Hwy, 2nd Floor| Sacramento, CA 95833 T. 916.321.4500 F. 916.321.4555 www.kmtg.com 3 12. DESTRUCTION OF CLIENT FILE If Client does not request the return of the Client Files, Kronick will retain the Client Files for a period of seven (7) years from the last date of service in the matter described above. After seven (7) years, Kronick may have the Client Files destroyed. 13. COMMENCEMENT OF SERVICES If this Agreement calls for a deposit by Client, then Kronick shall have no obligation whatsoever to provide legal services to Client unless and until the deposit is paid in accordance with the terms of this Agreement. Otherwise, Kronick's obligation to provide legal services shall commence upon Kronick's receipt of a signed copy of this Agreement for Legal Services. 14. INSURANCE Client is hereby informed that Kronick maintains insurance coverage including but not limited to errors and omissions, umbrella, workers' compensation and general liability. 15. AGREEMENT MODIFICATION AND INTERPRETATION This Agreement contains the entire agreement of the Parties. This Agreement may be modified only by a written instrument signed by both parties. This Agreement shall be interpreted according to the laws of the State of California, without regard to its choice of law provisions. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of this Agreement will be severable and shall remain in effect. 16. CLIENT BILLING AND CONTACT INFORMATION Client Contact Name: Mark Schiel, Chief Business Officer Client Contact Address: Santa Clara Unified School District - Business Services Division 1889 Lawrence Road, Santa Clara, CA 95051 Client Contact Email: [email protected] Client Contact Phone Number: 408^23-2024 Billing Contact Name (if different from client name): See above. Billing Contact Address; Billing Contact Email: Billing Contact Phone Number; Send Invoices by: Email US Mail X Both Client shall promptly notify Kronick in writing of any changes to the above information. I understand and accept the foregoing terms, and am authorized to execute this Agreement. 1331 Garden Hwy, 2nd Floor| Sacramento, CA 95833 T. 916.321.4500 F. 916.321.4555 www.kmtg.com 4 Date: Client Date: William T. Chisum. Shareholder Kronick, Moskovitz, Tiedemann & Girard 1331 Garden Hwy, 2nd Floor | Sacramento, CA 95833 T. 916.321.4500| F. 916.321.4555 www.kmtg.com 5 Lozano Smith ATTORNEYS AT LAW AGREEMENT FOR LEGAL SERVICES THIS AGREEMENT is effective June 1, 2021, between the SANTA CLARA UNIFIED SCHOOL DISTRICT (“Client”) and the law firm of LOZANO SMITH, LLP (“Attorney”)(each a “Party” and collectively the “Parties”). Attorney shall provide legal services as requested by Client on the following terms and conditions: 1. ENGAGEMENT. Client hires Attorney on an as-requested basis as its legal counsel with respect to matters the Client refers to Attorney. When Client refers a matter to Attorney, Attorney shall confirm availability and ability to perform legal services regarding the matter. After Attorney has completed services for the specific matter referred by Client, then no continuing attorney-client relationship exists until Client requests further services and Attorney accepts a new engagement. If Attorney undertakes to provide legal services to represent Client in such matters. Attorney shall keep Client informed of significant developments and respond to Client’s inquiries regarding those matters. Client understands that Attorney cannot guarantee any particular results, including the costs and expenses of representation. Client agrees to be forthcoming with Attorney, to cooperate with Attorney in protecting Client’s interests, to keep Attorney fully informed of developments material to Attorney’s representation of client, and to abide by this Agreement. Client is hereby advised of the right to seek independent legal advice regarding this Agreement. 2. RATES TO BE CHARGED. Client agrees to pay Attorney for services rendered based on the attached rate schedule. Agreements for legal fees on other-than-an-hourly basis may be made by mutual agreement for special projects (including as set forth in future addenda to this Agreement). 3. REIMBURSEMENT. Client agrees to reimburse Attorney for actual and necessary expenses and costs incurred in the course of providing legal services to Client, including but not limited to expert, consultant, mediation and arbitration fees. Attorney shall not be required to advance costs on behalf of Client over the amount of $1,000 unless otherwise agreed to in writing by Attorney. Typical expenses advanced for Client, without prior authorization, include messenger fees, witness fees, expedited delivery charges, travel expenses, court reporter fees and transcript fees. Client authorizes Attorney to retain experts or consultants to perform services. 4. MONTHLY INVOICES. Attorney shall send Client a statement for fees and costs incurred every calendar month (the “Statement”). Statements shall set forth the amount, rate and description of services provided. Client shall pay Attorney’s Statements within thirty (30) calendar days after receipt. An interest charge of one percent(1 %) per month shall be assessed on balances that are more than thirty (30) calendar days past due, not to exceed 10% per annum. 5. COMMUNICATIONS BETWEEN ATTORNEY AND CLIENT. The Parties recognize that all legal advice provided by Attorney is protected by the Attorney-Client and Work Product 1 Privileges. In addition to regular telephone, mail and other common business communication methods, Client hereby authorizes Attorney to use facsimile transmissions, cellular telephone calls and text, unencrypted email, and other electronic transmissions in communicating with Client. Unless otherwise instructed by Client, any such communications may include confidential information. 6. POTENTIAL AND ACTUAL CONFLICTS OF INTEREST. If Attorney becomes aware of any potential or actual conflict of interest between Client and one or more other clients represented by Attorney, Attorney will comply with applicable laws and rules of professional conduct. 7. INDEPENDENT CONTRACTOR. Attorney is an independent contractor and not an employee of Client. 8. TERMINATION. a. Termination by Client. Client may discharge Attorney at any time, with or without cause, by written notice to Attorney. b. Termination by Mutual Consent or by Attorney. Attorney may terminate its services at any time with Client’s consent or for good cause. Good cause exists if(a) Client fails to pay Attorney’s Statement within sixty (60) calendar days of its date,(b) Client fails to comply with other terms of this Agreement, including Client’s duty to cooperate with Attorney in protecting Client’s interests,(c) Client has failed to disclose material facts to Attorney or (d) any other circumstance exists that requires termination of this engagement under the ethical rules applicable to Attorney. Additionally, to the extent allowed by law, Attorney may decline to provide services on new matters or may terminate the Agreement without cause upon written notice to Client if Attorney is not then providing any legal services to Client. Even if this Agreement is not terminated, under paragraph 1 an attorney-client relationship exists only when Attorney is providing legal services to Client. c. Following Termination. Upon termination by either Party: (i) Client shall promptly pay all unpaid fees and costs for services provided or costs incurred pursuant to this Agreement up to the date of termination;(ii) unless otherwise required by law or agreed to by the Parties, Attorney will provide no legal services following notice of termination; (iii) Client will cooperate with Attorney in facilitating the orderly transfer of any outstanding matters to new counsel, including promptly signing a substitution of counsel form at Attorney’s request; and (iv) Client shall, upon request, be provided the Client’s file maintained for the Client by Attorney and shall sign acknowledgment of receipt upon delivery of that file. For all Statements received by Client from Attorney prior to the date of termination. Client’s failure to notify Attorney in writing of any disagreement with either the services performed or the charges for those services as shown in the Statement within thirty (30) calendar days of the date of termination shall be deemed Client’s acceptance of and agreement with the Statement. For any billing appearing for the first time on a Statement received by Client from Attorney after the date 2 of termination, failure to notify Attorney in writing of any disagreement with either the services perfonned or the charges for those services within thirty (30) calendar days from receipt of the Statement shall be deemed to signify Client’s acceptance of and agreement with the Statement. 9. MAINTENANCE OF INSURANCE. Attorney agrees that, during the term of this Agreement, Attorney shall maintain liability and errors and omissions insurance. 10. CONSULTANT SERVICES. Attorney works with professional consultants that provide services, including but not limited to, investigations, public relations, educational consulting, leadership mentoring and development, financial, budgeting, management auditing, board/superintendent/chancellor relations, administrator evaluation and best practices, and intergovernmental relations. Attorney does not share its legal fees with such consultants. Attorney may offer these services to Client upon request. 11. DISPUTE RESOLUTION. a. Mediation. Except as otherwise set forth in this section. Client and Attorney agree to make a good faith effort to settle any dispute or claim that arises under this Agreement through discussions and negotiations and in compliance with applicable law. In the event of a claim or dispute, either Party may request, in writing to the other Party, to refer the dispute to mediation. This request shall be made within thirty (30)calendar days of the action giving rise to the dispute. Upon receipt of a request for mediation, both Parties shall make a good faith effort to select a mediator and complete the mediation process within sixty (60) calendar days. The mediator’s fee shall be shared equally between Client and Attorney. Each Party shall bear its own attorney fees and costs. Whenever possible, any mediator selected shall have expertise in the area of the dispute and any selected mediator must be knowledgeable regarding the mediation process. No person shall serve as mediator in any dispute in which that person has any financial or personal interest in the outcome of the mediation. The mediator’s recommendation for settlement, if any, is non-binding on the Parties. Mediation pursuant to this provision shall be private and confidential. Only the Parties and their representatives may attend any mediation session. Other persons may attend only with the written permission of both Parties. All persons who attend any mediation session shall be bound by the confidentiality requirements of California Evidence Code section 1115, et seq., and shall sign an agreement to that effect. Completion of mediation shall be a condition precedent to arbitration, unless the other Party refuses to cooperate in the setting of mediation. b. Dispute Regarding Fees. Any dispute as to attorney fees and/or costs charged under this Agreement shall to the extent required by law be resolved under the California Mandatory Fee Arbitration Act (Bus. & Prof. Code §§ 6200,^ seq.). c. Binding Arbitration. Except as otherwise set forth in section (b) above. Client and Attorney agree to submit all disputes to final and binding arbitration, either following mediation which fails to resolve all disputes or in lieu of mediation as may be agreed by 3 the Parties in writing. Either Party may make a written request to the other for arbitration. If made in lieu of mediation, the request must be made within sixty (60) calendar days of the action giving rise to the dispute. If the request for arbitration is made following an unsuccessful attempt to mediate the Parties’ disputes, the request must be made within ten (10) calendar days of termination of the mediation. The Parties shall make a good faith attempt to select an arbitrator and complete the arbitration within ninety (90)calendar days. If there is no agreement on an arbitrator, the Parties shall use the Judicial Arbitration and Mediation Service (JAMS). The arbitrator’s qualifications must meet the criteria set forth above for a mediator, except, in addition, the arbitrator shall be an attorney unless otherwise agreed by the Parties. The arbitrator’s fee shall be shared equally by both Parties. Each Party shall bear its own attorney fees and other costs. The arbitrator shall render a written decision and provide it to both Parties. The arbitrator may award any remedy or relief otherwise available in court and the decision shall set forth the reasons for the award. The arbitrator shall not have any authority to amend or modify this agreement. Any arbitration conducted pursuant to this paragraph shall be governed by California Code of Civil Procedure sections 1281, et seq. By signing this Agreement, Client acknowledges that this agreement to arbitrate results in a waiver of Client’s right to a court or jury trial for any fee dispute or malpractice claim. This also means that Client is giving up Client’s right to discovery and appeal. If Client later refuses to submit to arbitration after agreeing to do so. Client maybe ordered to arbitrate pursuant to the provisions of California law. Client acknowledges that before signing this Agreement and agreeing to binding arbitration. Client is entitled, and has been given a reasonable opportunity, to seek the advice of independent counsel. d. Effect of Termination. The terms of this section shall survive the termination of the Agreement. 12. ENTIRE AGREEMENT. This Agreement with its exhibit supersedes any and all other prior or contemporaneous oral or written agreements between the Parties. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. Furthermore, any modification of this Agreement shall only be effective if in writing signed by all Parties hereto. 13. SEVERABILITY. Should any provision of this Agreement be held by a court of competent jurisdiction to be invalid, void or unenforceable, but the remainder of the Agreement can be enforced without failure of material consideration to any Party, then this Agreement shall not be affected and it shall remain in full force and effect, unless amended or modified by mutual consent of the Parties; provided, however, that if the invalidity or unenforceability of any provision of this Agreement results in a material failure of consideration, then, to the extent allowed by law, the Party adversely affected thereby shall have the right in its sole discretion to terminate this Agreement upon providing written notice of such termination to the other Party. 14. NON-WAIVER. None of the provisions of this Agreement shall be considered waived by either Party unless such waiver is specified in writing. 4 15. NO THIRD PARTY RIGHTS. This Agreement shall not create any rights in, or inure to the benefit of, any third party. 16. ASSIGNMENT. The terms of this Agreement may not be assigned to any third party. Neither Party may assign any right of recovery under or related to the Agreement to any third party. SO AGREED: CLIENT SIGNATURE ATTORNEY SIGNATURE Santa Clara Unified School District Lozano Smith, LLP BY (Authorized Signature) BY (Authorized Signature) IV PRINTED NAME AND TITLE OF PERSON SIGNING PRINTED NAME AND TITLE OF PERSON SIGNING Karen M. Rezendes, Managing Partner DATE EXECUTED DATE EXECUTED 04/01/2021 5 Lozano Smith ATTORNEYS AT LAW PROFESSIONAL RATE SCHEDULE FOR SANTA CLARA UNIFIED SCHOOL DISTRICT 1. HOURLY PROFESSIONAL RATES Client agrees to pay Attorney by the following standard hourly rate*: Partner** / Senior Counsel / Of Counsel $ 275 - $ 350 per hour Associate $ 215 - $ 285 per hour Paralegal / Law Clerk $ 135 - $ 195 per hour Consultant $ 135 - $ 195 per hour * Rates for individual attorneys within each category above vary based upon years of experience. Specific rates for each attorney are available upon request. ** Rates for work performed by Senior Partners with 20 years of experience or more may range from $350 - $385 per hour. 2. BILLING PRACTICE Lozano Smith will provide a monthly, itemized Statement for services rendered. Time billed is broken into 1/10 (.10) hour increments, allowing for maximum efficiency in the use of attorney time. Invoices will clearly indicate the department or individuals for whom services were rendered. Written responses to audit letter inquiries will be charged to Client on an hourly basis, with the minimum charge for such responses equaling .5 hours. Travel time shall be prorated if the assigned attorney travels for two or more clients on the same trip. 3. COSTS AND EXPENSES In-office copying/electronic communication printing $ 0.25 per page Facsimile $ 0.25 per page Postage Actual Usage Mileage IRS Standard Rate Other costs, such as messenger, meals, and lodging shall be charged on an actual and necessary basis. 6 MCARTHUR & LEVIN, LLP Attorneys at Law 637 N, Santa Cruz Avenue Los Gatos, CA 95030 (408) 741-2377(Telephone) (408) 741-2378 (Facsimile) June 9, 2021 ATTORNEY-CLIENT FEE CONTRACT This ATTORNEY-CLIENT FEE CONTRACT ("Contract") is entered into at Los Gatos, California by and between Santa Clara Unified School District, (“Client”), and MCARTHUR & LEVIN. LLP. ATTORNEYS AT LAW ('"Attorney"). 1. SCOPE AND DUTIES. Client hires Attorneys to represent Client in special education matters under state and federal law. Attorney shall provide those legal services reasonably required to represent Client as matters are from time to time referred by Client to Attorneys, and shall take reasonable steps to keep Clients informed of progress and to respond to Clients' inquiries. 2. TERM. July 1, 2021 through June 30, 2022. 3. LEGAL SERVICES SPECIFICALLY EXCLUDED. Legal services that are not to be provided by Attorney under this agreement specifically include, but are not limited to, the following: matters not referred to Attorneys. 4. COMPENSATION AND LEGAL FEES. The amount Attorney will receive for attorneys’ fees for the legal services to be provided under this agreement will be: $225.00 per hour for partner attorneys’ fees, $200.00 per hour for associated attorneys’ fees, and $145.00 per hour for paralegals’ fees for the legal services provided under this agreement. Attorney will charge in increments of one-tenth of an hour, rounded off for each particular activity to the nearest one-tenth of an hour. The minimum time charged for any particular activity will be one tenth of an hour. Client acknowledges that Attorney has made no promises about the total amount of attorneys’ fees to be incurred by Client under this agreement. Client understands that Attorney normally charges clients for ^ time spent on clients' matter(s), including, but not limited to, telephone calls, travel time, waiting time in court or at other proceedings, etc. In the event that Attorney increases his normal hourly rates for all clients, the attorney's fee rate relative to this matter shall also rise; however, Client will be given at least sixty (60) days' advance notice of any such general fee rate increase. 5. COSTS AND EXPENSES. In addition to the compensation set forth in paragraph 3 above, Client shall reimburse Attorney for all costs and expenses advanced by Attorney, including, but not limited to, process servers' fees, fees fixed by law or assessed by courts or other agencies, court reporters' fees, messenger and other delivery fees, outgoing facsimiles at $0.25 per page, postage, in-office photocopying at $0.20 per page, parking, mileage at the current Internal Revenue Service rate per mile, investigation expenses, consultants' fees, expert witness fees and other similar items. Client authorizes Attorney to incur all reasonable costs and to hire any investigators, consultants or expert witnesses reasonably necessary in Attorney's judgment. 6. DEPOSIT. No deposit is required. 7. STATEMENTS. Attorney shall send Clients periodic statements for fees and costs incurred. Clients may request a statement at intervals of no less than 30 days. Upon Clients' request, Attorney will provide a statement within 10 days. Upon Attorney's request, Clients shall review, acknowledge in writing, and return Attorney’s statements within five (5) days of receipt. If Clients dispute any of the charges on Attorney's statements, Clients shall notify Attorney of the disputed charges in writing within fifteen (15) days of receipt of the statement. Otherwise, said statement shall be deemed to be correct for all ftiture purposes. 8. DISCHARGE AND WITHDRAWAL. Clients may discharge Attorney at any time. Attorney may withdraw from representation of Clients, upon reasonable notice to Clients for any reason, in Attorney's discretion, with Clients' consent or for good cause. Such reasons and good cause may include, but are not limited to, Clients' breach of this contract, Clients' refusal to cooperate with Attorney or to follow Attorney's advice on a material matter of any other fact or circumstance that would render Attorney's continuing representation unlawful or unethical, Clients' failure to pay any billing then due, or clients' failure to communicate with or cooperate with Attorney. 9. REPRESENTATION OF ADVERSE INTERESTS. Client is informed that the Rules of Professional Conduct of the State Bar of California required the client’s informed written consent before an attorney may begin or continue to represent the client when the attorney has or had a relationship with another party interested in the subject matter of the attorney’s proposed representation of the client. Attorney is not aware at this time of any relationship with any other party interested in the subject matter of attorneys’ services for client under this contract. If a covered adverse interest arises, Attorney will inform Client and take appropriate steps in compliance with the Rules of Professional Conduct. 10. CONCLUSION OF SERVICES. When Attorney's services conclude, all unpaid charges shall become immediately due and payable. After Attorney's services conclude, Attorney will, upon Clients' request, deliver Clients' file to Clients, along with any Clients’ funds or property in Attorney's possession. 11. ORDER OR AGREEMENT FOR PAYMENT OF ATTORNEYS’ FEES OR COSTS BY ANOTHER PARTY. The Court may order, or the parties to the dispute may agree, that another party will pay some or all of Client’s attorneys’ fees, costs or both. Any such order or agreement will not affect Client’s obligation to pay attorneys’ fees and costs under this agreement, nor will Attorney be obligated under this agreement to enforce such an order or agreement. Any such amounts actually received by attorney, however, will be credited against attorneys’ fees and costs incurred by client. 12. DISCLAIMER OF GUARANTEE. Nothing in this contract and nothing in Attorney's 2 statemenls to Clients will be construed as a promise or guarantee about the outcome of Clients' matter(s). Attorney makes no such promises or guarantees. Attorney's comments about the outcome of Clients' matter(s) are expressions of opinion only. 13. BINDING ARBITRATION. The parties hereto agree that any dispute relating to attorneys’ fees or costs of litigation under this agreement shall be submitted to binding arbitration before the Santa Clara County Bar Association pursuant to California Business and Professions Code Section 6200, et seq., or, should that organization decline to arbitrate the dispute, before the State Bar of California pursuant to California Business and Professions Code Section 6200, et seq. 14. CONSTRUCTION, SEVERANCE AND NON-WAIVER. This agreement shall be construed according to the laws of the State of California. If any part of this Contract is found by a court of competent jurisdiction to be unenforceable, such part shall be severed and the remainder of the contract enforced according to its tenns. Failure of Attorney to enforce any provision of this Contract in any one or several instances shall not be deemed a waiver of Attorney's right to enforce any such provision at any other time. 15. CONSENT FOR SETTLEMENT. Client and Attorney agree that Attorney shall have the exclusive right to conduct all negotiations for settlement or compromise, but that no settlement shall be binding without Clients' consent. 16. INSURANCE. Attorney carries professional liability insurance, with policy limits of two million per occurrence, two million in the aggregate. The undersigned agree to the terms and conditions of this Attorney-Clients Fee Contract, effective on the date written above, or upon Attorney’s receipt of any deposit required hereunder, whichever is later. Attorney' MCARTHUR & LEVIN, LLP By: Client' SANTA CLARA UNIFIED SCHOOL DISTRICT BY: 3 Office of the County Counsel James R. Williams County of Santa Clara County Counsel Greta S. Hansen County Government Center Chief Assistant County Counsel 70 West Hedding Street East Wing, 9^*' Floor Robert M. Coelho San Jose, California 95110-1770 Tony LoPresti Steve Mitra Kavita Narayan Douglas M. Press (408)299-5900 Gita C. Suraj (408) 292-7240(FAX) Assistant County Counsel May 24, 2021 Dr. Stella Kemp Superintendent Santa Clara Unified School District 1889 Lawrence Road Santa Clara, CA 95051 Re: Agreement for Legal Services for July 1, 2021 - June 30, 2022 Dear Dr. Kemp: We have an existing legal services agreement with the Santa Clara Unified School District through June 30, 2021. Under the Agreement, the Office of the County Counsel can provide legal services to the District, upon request. Enclosed are two originals of the Agreement for Legal Services between the County of Santa Clara and the Santa Clara Unified School District for a one-year tenn beginning July 1, 2021 through June 30, 2022. If this Agreement meets with your approval, please execute both originals and return one to my attention. We look forward to a continued working relationship with the Santa Clara Unified School District. Very truly yours. JAMES R. WILLIAMS County Counsel ROBERT M. COELHO Assistant County Counsel Enclosures (2) 2416093 V .S-., .' 1- ● i : }*\/i H V\K' \ 'V < !->.»r . . .! ..'. L ● . ii^. I ?■● /' . ; ' i/jM* ■ / « i 4’ -’rii’ i. 1 ●jf ■ ,^(1' -V '.1. ' .t :! f.--- l'. ■% ● ^ * ● -n '● > ● 7 i.\ --● 5jo;'' t ■; .j. ■ > '.il V I ’● ;'u I -' * ●'.< : ● ■ i' >s /^;V: ' eU' fi\ 1 >:xri- ■ .;K> r-T.'-'f. r*ft V i/Lwi^v'tij 0 ,-. i ●:.(> '■■ 5 ) jjijj'. r , 3 ●● ;*●! n * - ● -i . M ■ '<■■ . r 'y.‘. t I ii : ;0 J 1 t.. ● ' rfi'i >< ●i>r^ ‘ji - . *r;) : -: ● -i.*. U'. vvivo-ti I u ' i*>. Ji. r K ● KT l\n. . , )'J rtif v‘.’ ' ● i; K : ● ● -'V n.'-^ b; r ● -' I '^ HJ f ( ' '.O’- ● I IV 1 *, /. . ; .'iv. ■-. tiAi. ■ '-Kff]: ●.●'■i.' 11 -i ;«»{. J T.‘/l . 4 .f i ● [>'i1 iiiJ iu-yJ it' ■■i i ● ' f ● I j 1 c- \ t. n-."I .. j a I ●4 DocuSign Envelope ID; 88229FD7-3C20-4E5B-94C1-38011F5C880F AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA AND SANTA CLARA UNIFIED SCHOOL DISTRICT FOR LEGAL SERVICES This Agreement (“Agreement") is made effective July 1,2021, by and between the County of Santa Clara (“County") and Santa Clara Unified School District (“District") so that the County may provide legal services to District. 1. Nature of Services. County, through the Office of the County Counsel, will provide legal services for District including but not limited to research and general advice as requested by District. 2. Term of Agreement. This Agreement is effective from July 1. 2021. to and including June 30. 2022, unless terminated earlier in accordance with Section 4. 3. Compensation. A. For the fiscal year ending June 30, 2022, County shall be compensated for services provided under this Agreement at the hourly rate of $269.00 for attorneys, $120.00 for paralegals, and reimbursable expenses and costs incurred. County will provide District with a new rate schedule no less than thirty days prior to when a new rate schedule will apply. B. County will provide District with monthly invoices, which shall be accompanied by a detailed summary of activities undertaken over the course of the preceding month. C. District will cooperate with the Office of the County Counsel completely, including without limitation, promptly paying all invoices for services rendered and costs advanced. In no event will payments be made later than 45 days after receipt. 4. Termination. A. Either party may terminate this Agreement without cause by giving the other party ten (10) days' written notice. However, if County elects to terminate this Agreement, District's rights under any pending matter arising from County's services hereunder will not be prejudiced due to such termination as required by the Rules of Professional Conduct of the State Bar of California. Agreement for Legal Services Page 1 of? Between County & Santa Clara USD July 1.2021 DocuSign Envelope ID: 88229FD7-3C20-4EaB-94Cl-38011F5C880F B. In the event of termination, County will deliver to District copies of all documents and other work performed by County under this Agreement and upon receipt thereof. County will be paid for services performed and reimbursable expenses incurred to the date of termination. 5. Conflicts of Interest. The District acknowledges that the County Counsel's Office is charged with responsibility to represent the County of Santa Clara and its dependent special districts, including all its boards, commissions, departments, and officers. Given the nature of the County Counsel's Office, it must preserve its ability to represent the County on matters that may arise in the future, including matters in which the County's interests are adverse to the District's interest. The County CounseTs Office is not willing to undertake representation of the District in the absence of the District's consent as set forth in this section because the County Counsel's Office must preserve the ability to represent its primary client, the County. The District's engagement of the County Counsel's Office with respect to any particular matter includes the District's consent to the County Counsel's Office's ongoing representation of its primary client, the County, in all matters, including transactions and litigation, in which the interests of the County are potentially or actually adverse to the interests of the District and notwithstanding that the County Counsel's Office may have obtained confidential information from the District, subject to the conditions below. At the time the District engages the services of the County Counsel's Office for a particular matter, the County Counsel’s Office will inform the District based on the available facts of any specific matters in which the County's interests and the District's interests are then actually or potentially adverse. Neither the County, the District, nor the County Counsel's Office intends to provide for the County Counsel's Office continuing representation of both the District and the County in matters where the interests of the District and the County are actually adverse, but the parties anticipate that any such instances are likely to be very rare. In the event that an unanticipated actual conflict of interest arises during the course of representation, the County Counsel's Office will promptly inform the District that a conllicl has arisen, and will discontinue representing the District and will continue to represent the County. In such a circumstance, the County Counsel's Office shall not disclose the reasons for the conflict to the District if the County client has requested that those reasons remain confidential. The District acknowledges that in such a circumstance it is free to hire substitute counsel of its own choosing and at its own expense. The District acknowledges that its consent to the County Counsel's ongoing representation of the County in matters where the interests of the County and District are potentially or actually adverse has significant implications that the District has considered. For example, the County Counsel's Office may take positions antagonistic to the District, or seek to compel documents or testimony from the District, in litigation brought by third parties against the County and the District where the County does not represent the District. The County Counsel's Office may learn confidential information Agreement for Legal Services Page 2 of 7 Between County & Santa Clara USD July 1.2021 DocuSign Envelope ID: 88229FD7-3C20-4E5B-94C1-38011F5C880F in the course of representing the District that may be relevant to matters in which the interests of the County and District become adverse. In that case, the County Counsel's Office will create an ethical wall between the attorney who fonnerly represented the District and the attorney representing the County. By signing this Agreement, the District acknowledges that it has been advised of the potential conflicts associated with concurrent representation: that it has been advised of the County Counsel's Office's present and continuing relationship with the County; and that the District, upon requesting assistance from the County Counsel's Office on a particular matter, and having been presented with the information about potential and actual conflicts of interest as required by this section, provides its consent under Rule 1.7 of the Rules of Professional Conduct to the County Counsel's Office's ongoing representation of the County, notwithstanding any potential or actual conflict of interest between the County and the District that exists or may develop. The District waives any and all rights to disqualify the County Counsel's Office from representing the County based on a conflict of interest arising out of concurrent representation of the County and the District. And the District's consent and waiver extends to "subsequent representation," where by reason of the County's former representation of the District in a matter, the County has confidential information material to a matter in which the County's interests are adverse to the District's interests, and the County Counsel's Office no longer represents the District in any matter. In addition, the County Counsel's Office represents other school districts and other public entities in Santa Clara County. In the event that an unanticipated actual or potential conflict of interest arises between or among two or more non-County public- entity clients represented by the County Counsel's Office during the course of representation of the District, the County Counsel's Office will immediately notify the District of the actual or potential conflict and either (1) the District will acknowledge and waive the actual or potential conflict, in which case the County Counsel's Office will erect an ethical wall between the attorney representing the District and the attorney representing the other non-County public entity client; or (2) if the District declines to waive the actual or potential conflict, the County Counsel's Office will withdraw from representing all non-County public-entity clients in that matter. If the County Counsel's Office must withdraw from representing all non-County public-entity clients in a matter, the District acknowledges that it is free to hire substitute counsel of its own choosing and at its own expense. 6. Insurance. Each party is self-insured and during the term of this Agreement shall maintain in force (i) a commercial general liability insurance or program of self-insurance that provides limits of no less than one million dollars ($1,000,000.00) per occurrence or two million dollars ($2,000,000.00) per annual aggregate; (ii) a policy of workers' compensation providing statutory coverage; (iii) such other insurance or self-insurance as shall be necessary to insure it against any claim or claims for damages arising under the Agreement. The policy shall require the insurer to provide to the other party a thirty (30) Agreement for Legal Services Page 3 of 7 Between County & Santa Clara USD July 1.2021 DocuSign Envelope ID: 88229FD7-3C20-4E5B-94C1-38011F5C880F day written notice of any cancellation or reduction of such insurance or the insured party shall provide such written notice under its self-insurance plan. Each party agrees to provide the other with a certificate of insurance upon request. 7. Indemnification. In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the Parties pursuant to Government Code section 895.6. or any other statute, regulation, or rule that may otherwise affect the terms of this Agreement, the Parties agree that all losses or liabilities incurred by a party shall not be shared pro rata but instead the County and District agree to the following: A. Claims Arising From Sole Acts or Omissions of County. The County agrees to defend and indemnify District, its agents, officers, and employees (hereinafter collectively referred to as '‘District") from any claim, action, or proceeding against District, arising solely out of the acts or omissions of the County in the performance of this Agreement. At its sole discretion, District may participate at its own expense in the defense of any claim, action, or proceeding, but such participation shall not relieve the County of any obligation imposed by this Agreement. District shall notify County promptly of any claim, action, or proceeding and cooperate fully in the defense. B. Claims Arising from the Sole Acts or Omissions of District. District agrees to defend and indemnify the County, its agents, officers, and employees (hereinafter collectively referred to as ‘‘County’') from any claim, action, or proceeding against County, arising solely out of the acts or omissions of District in the performance of this Agreement. At its sole discretion. County may participate at its own expense in the defense of any claim, action, or proceeding, but such participation shall not relieve District of any obligation imposed by this Agreement. County shall notify District promptly of any claim, action, or proceeding and cooperate fully in the defense. C. Claims Arising From Concurrent Acts or Omissions. County agrees to defend itself and the District agrees to defend itself, from any claim, action, or proceeding arising out of the concurrent action or omissions of County and District. In such cases, County and District agree to retain their own legal counsel, bear their own defense costs, and waive their right to seek reimbursement of such costs except as provided in section E below. D. Joint Defense. Notwithstanding paragraph C above, in any case where County and District agree in writing to a joint defense, County and District may appoint joint defense counsel to defend the claim, action, or proceeding arising out of the concurrent acts or omissions of District and County. Joint defense counsel shall be selected by mutual agreement of the Agreement for Legal Services Page 4 of 7 Between County & Santa Clara USD July I. 2021 Docusign Envelope ID: 88229FD7-3C20-4E5B-94C1-38011F5C880F County and District. County and District agree to share the costs of such joint defense and any agreed settlement in equal amounts, except as provided in section E below. County and District further agree that neither party may bind the other to a settlement agreement without the written consent of both County and District. E. Reimbursement and/or Reallocation. Where a trial verdict or arbitration award allocates or determines the comparative fault of the parties, County and District may seek reimbursement and/or reallocation of defense costs, settlement payments,judgments, and awards, consistent with such comparative fault. 8. Notices. All notices required by this Agreement will be deemed given when in writing and delivered personally or deposited in the United States mail, postage prepaid, return receipt requested, addressed to the other party at the address set forth below or at such other address as the party may designate in writing in accordance with this section: To District: Santa Clara Unified School District 1889 Lawrence Road Santa Clara, CA 95051 Attn: Superintendent To the County: Office of the County Counsel County of Santa Clara 70 West Hedding Street, Ninth Floor San Jose, CA 95110 Attn: Rob Coelho. Assistant County Counsel 9. Governing Law, Venue. This Agreement has been executed and delivered in, and will be construed and enforced in accordance with, the laws of the State of California. Proper venue for legal action regarding this Agreement will be in the County of Santa Clara. 10. Relationship of Parties; Independent Contractor. County will perform all work and services described herein as an independent contractor and not as an officer, agent, servant, or employee of District. None of the provisions of this Agreement is intended to create, nor shall be deemed or construed to create, any relationship between the parties other than that of independent parties contracting with each other for the purpose of effecting the provisions of this Agreement. The parties are not. and will not be construed to be. in a relationship ofjoint venture, partnership, or employer-employee. Neither party has the authority to make any statements, representations, or commitments of any kind on behalf of the other party, or Agreement for Legal Services Page 5 of 7 Between County &. Santa Clara USD July 1,2021 DocuSign Envelope ID: 88229FD7-3C20-4E5B-94C1-38011F5C880F lo use the name of the other party in any publications or advertisements, except with the written consent of the other party or as is explicitly provided herein. 11. Amendments. This Agreement may be amended only by an instrument signed by the parties. 12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 13. Contract Execution. Unless otherwise prohibited by law or County policy, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term "electronic copy of a signed contract'* refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “electronically signed contract" means a contract that is executed by applying an electronic signature using technology approved by the County. 14. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be void, invalid, or unenforceable, the same will either be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement. // // // // // // // // Agreement for Legal Services Page 6 of 7 Between County & Santa Clara USD July 1,2021 DocuSign Envelope ID: 88229FD7-3C20-4E5B-94C1-38011F5C880F 15. Waiver. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted by a party must be in writing, and shall apply to the specific instance expressly staled. IN WITNESS WHEREOF, County and District have executed this Agreement as of the date above written. SANTA CLARA UNIFIED SCHOOL COUNTY OF SANTA CLARA DISTRICT DocuSigned by: Jiuvits STELLA M. KEMP. Ed.D. Superintendent County Counsel Date: Date: 5/19/2021 DocuSigned by: jeMEW^mith County Executive Approved as to Form and Legality: OocuSigned by: IXo- rnsrarwicE Lead Deputy County Counsel Agreement for Legal Services Page 7 of 7 Between County & Santa Clara USD July 1,2021 AGREEMENT FOR LEGAL SERVICES and San[a 1, 2021. ^ ^ period of time commencing April nf tj, * ®^Sning ^d returning this Agreement for Legal Services of the terms set forth in this document. * Client indicates its acceptance 1. SCOPE OF AGREEMENT Client retains P&C to provide legal services to Client as assigned by Client. 2. DUTIES OF P&C AND CLIENT P&C DUTIES matters pTc S^aTsoTS”"”'" ^ significant develcp^entsSLpt^t^Chtc:^^^^^^ complerg’Ltoron C^hS SttSta "f paralegals, law clerks, and office personnel with P&C if he IS appropriate in the representation of Client’s interests If^Lnt consulted before any delegation is made. so requests. Client will be »p« e.c,„«p p«c„ p„. ^ -- p„ CLIENT’S DUTIES Client will cooperate with P&C, keep P&C informed of developments related to the subject matter for which Client has engaged P&C, perform under this Agreement, and . . - obligations Client has agreed to nerform pay statements from P&C in a timely manner. ^ 3. BILLING RATES Rates. P&c"‘Ss“;iUb"elk;iItedbrdrtho‘"^^ Schedule of an hour for legal staff involved, multiplied by the homsTev^oreSlLnCs“ 1 13l381vl /SANCLARUSD.99 are subject to adjustment at the beginning of each fiscal year. P&C will give written notice of rate adjustments at least toy (30) days prior to the effective date thereof. L &e new rates will be mstituted only in consultation with Client. These rates are based principally on experience, Specialization, and training, including travel time time waiting ini court, and time spent in meetings, unless otherwise agreed to in writing. ’ ^ 4. COSTS AND EXPENSES P&C’s “"d expenses, in addition to C s fees either by advancing such costs or expenses to P&C, or by paying third narties spec?fiedbyP&C *ird parties., -as In all other cases. Client shall reimburse P&C for all costs and expenses incurred bv P&C c ansportation), research, investigation expenses, consultants’ fees, expert witness fees, and other P&C shall itemize all costs incurred on each monthly statement. 5. STATEMENTS fhP f ^ statement for fees and costs incurred every month However when he fees and costs for a particular month are minimal, they may be carried over to the next month’s date statements from P&C within thirty (30) days after each statement’s formal ^"eluding the amount rate and basis for calculation (or other method of determination) ofP&C’s fees. ' * request. 6. DISCLAIMER OF GUARANTEE By signing this Agreement, Client acknowledges that P/?rp hao =r;r““=f 2 13138IV1 /SANCLARUSD.99 7. discharge and withdrawal or teZn“f P^- If Client accrued up to the time oftLtatfof ’ P"" “I* “‘I ‘^at have P&C>sdi^cLrgeorthhdr2al.^®"*^ documents reasonably necessary to complete 8. LEGAL ACTION UPON DEFAULT s:=S~~SSiS~^~~ s=f“H~SSHS=-~“ venue for proceedings relating to this Agreement shall lie exclusively with any such dispute shall be entitled to reasonable such courts. Further, the prevailing party in costs, including attorneys’ fees. 9. ARBITRATION OF FEE DISPUTE Agreement2 -der this m! ^ an arbitration proceeding other than thrnnah .rizn”r«°c“ 10. COMPLETION OF SERVICES 11. CLIENT FILES At Client s request, upon the termination of promptly release all of Client’ services under this Agreement, P&C will s papers and property (subject to any applicable protective orders or non-disclosure agreements). 12. DESTRUCTION OF CLIENT FILE .b.v., “.,Tv2sj m:T,fLV=sr,«:.* ^'T’’ r-'” ■“"““ ™'««■ 3 13I38Ivl /SANCLARUSD.99 Client acknowledges that it will not be notified property, and Client consents to the prior to the destruction of its papers and ^ same. If Client desires to have Client’s file maintained beyond seven (7) years after Client with P&C. s matter is concluded, Client must make separate arrangements 13. COMMENCEMENT OF SERVICES P&C’s obligation to provide legal services shall commence upon P&C’s receipt of an onginal-signed copy of this Agreement for Legal Services. 14. INSURANCE Pursuant to Business and Professions Code section 6148, Client is hereby informed that P&C maintains errors and omissions insurance coverage. 15. MODIFICATION BY SUBSEQUENT AGREEMENT This Agreement may be modified only by a written instrument signed by both parties, I understand and accept the foregoing terms. CLIENT Santa Clara Unified School District By; Stella M. Kemp, Ed.D. Superintendent P&C Parker & Covert LLP P. Addison Covert, Partner 4 13138Jvl /SANCLARUSD.99 SCHEDULE OF RATES As of January 1,2021 Partner $250 Attorneys $225 Paralegals $125-$135 Paralegal Clerk/Law Clerk $60-$100 5 13138IV1 / SANCLARUSD.99 RETAINER AGREEMENT This Retainer Agreement is entered into by and between Santa Clara Unified School District (“District”) and Public Agency Law Group (“Counsel”), this day of March, 2014, with regard to the following recitals: WHEREAS, the District is engaged from time to time in the development, design, bidding, construction and maintenance of various physical facilities. WHEREAS, Counsel has special skills, knowledge, experience and expertise in the area of public purchasing, public contracts, public construction law and related matters. WHEREAS,the District has determined that it is in its best interests to retain Counsel as legal counsel to represent, advise and counsel the District in purchasing, construction, general business and related matters, as may be assigned by the District from time to time; NOW THEREFORE,in consideration of the mutual covenants contained herein, the District and Counsel agree as follows; 1. The District retains Counsel as legal counsel, and as an independent contractor, to represent the District and to provide legal advice, counseling and related legal services in connection with construction, facilities, real estate and general business matters, as may be assigned or requested by the District from time to time. 2. Counsel shall be compensated for professional services rendered under this Agreement at the following hourly rates: Sherman Wong $255 Of Counsel $200-$250 Larry Lasnik $250 Paralegals/Law Clerks $175 Keith Berlin $250 Paralegal Assistants $75 Debby Watson $250 Unless othenwise agreed by Counsel and the District in connection with particular tasks assigned Counsel under this Agreement, Counsel’s billings under this Agreement shall be in increments of one-tenth (0.1) of an hour. The foregoing billing rates are subject to annual increases in an amount equal to three percent(3%) of the billing rates for the prior year; annual adjustments of Counsel’s billing rates shall occur on January 1 of each calendar year during the Term of this Agreement. 3. In addition to attorneys fees pursuant to Paragraph 2, the District will be billed for costs incurred by Counsel in providing services under this Agreement, including but not limited to photocopying, long distance telephone, fax, on-line legal research, and authorized travel, in addition, should any matter assigned to Counsel under this Agreement proceed to litigation, the District will be billed litigation-related costs, such as filing fees, service fees and deposition costs. These costs, including any other costs advanced by Counsel, shall be billed to the District in Counsel’s monthly statements and such costs shall be paid by the District in accordance with Paragraph 4 of this Agreement. 4. Counsel shall submit monthly statements to the District for fees and costs for services performed under this Agreement by individual purchase order issued. The District shall make payment to Counsel within thirty (30) days after receipt of such statements. Such monthly statements shall indicate the services performed, the individual(s) performing the services and Retainer Agreement 1 Santa Clara Unified School District shall provide an accounting of work time spent for which payment is requested under this Agreement. 5. Counsel and the District reserve the right, in their respective discretion, to terminate this Agreement at anytime upon ten (10) days prior written notice to the other party. In the event that Counsel shall be attorney of record in any pending litigation matter at the time that the District shall exercise its right to terminate this Agreement, this Agreement shall not be deemed terminated until Counsel shall have had an opportunity to obtain leave of court to withdraw from any court proceeding in which Counsel is attorney of record for the District. In the event of termination of this Agreement, Counsel shall provide the District with all materials, documents and work product related to services performed by Counsel under this Agreement. 6. The experience, skill and expertise of Counsel are of essence to this Agreement. Counsel shall not assign, whether by assignment or novation, this Agreement or delegate its duties hereunder, in whole or in part, or any right or interest hereunder without the prior written consent of the District. 7. During the Term of this Agreement, Counsel shall obtain and maintain the following insurance coverages; Workers Compensation Insurance(coverage amount in accordance with applicable law); General Liability Insurance ($1 Million per occurrence/$2 Million aggregate) and Professional Liability Insurance ($1 Million per claim). 8. Unless earlier terminated pursuant to the provisions hereof, the Term of this Agreement shall be five (5) years, commencing on the date set forth above and terminating five (5) years thereafter. 9. The District’s Superintendent or such individual(s) as may be designated by her/him shall have the authority to exercise the District’s rights and to assign matters to Counsel under this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth below. Santa Clara Unified School District By: Date: Public Agency Law Group By: Date: 3-t- 7.0 Retainer Agreement 2 Santa Clara Unified School District DANNIS WOLIVER KELLEY AttorneysJt LJw SAN FRANCISCO 268 Bush Street #3234 Sa� Fra�c sco, CA 9C04 -n 121s s<134111 fAX415.5434384 SANDRA WOLIVER Attorney at Law [email protected] LONG BCACH 444 W. Ocean Blvd San Francisco Suite 1010 Lon� Oear.h, ( A 9080) -EL 562 366 8500 �AX 562 366.850� April 27, 2021 VIA EMAIL SAN DIEGO ISO B St·eet Stella Kemp, Ed.D. SuitP. JhOO Sa1 Diego Ci\ 92101 Superintendent TEL 6 9 :i950202 Santa Clara Unified School District FAX 61970:>6202 1889 Lawrence Road Santa Clara, CA 95051 CHICO ?<18'> NotrP.D,n-;, Blvu. Re: 2021-22 Agreement for Professional Services Suite 370•/\ (h,co CA 95928 Dear Stella: -El $30 31l3 333.c fAX 530.924 4781. In the more than four decades we have been providing legal advice and counseling services to California school and community college districts, we have never felt more honored to be your partner over this last year in achieving your mission - in the face SACRAMENTO 555 Capitol ,\-lal of extraordinary challenges - to educate and prepare all children and young adults to Suite 645 be responsible, mindful citizens in the global marketplace of ideas. We remain your ��cr,vrento. ( A 9S811l steadfast allies and will support you with our full range of expertise to adapt, pivot TCL 916.978.4040 and adjust to whatever the impending "new normal" may be in order to provide FAX 916.978 4039 quality education programs to millions of California students. SAN LUIS OBISPO Attached is our Agreement for Professional Services for 2021-2022. In light of the 1065 1-iguera �tr�t economic uncertainty confronting us all, no changes have been made to the billing Suite 301 ranges. Individual attorney hourly rates, however, may be adjusted within the San Lu s Oo,,;io.CA 93401 existing ranges. -EL 805960.7900 tAX <>169/8 •�ELLEY Sandra Woliver SW:ah w,w,.DWKc�q.com DWK SF 975671vl AGREEMENT FOR PROFESSIONAL SERVICES This Agreement is made and entered into on April 27, 2021, by and between the Santa Clara Unified School District, hereinafter referred to as District, and Dannis Woliver Kelley, a professional corporation, hereinafter referred to as Attorney. In consideration of the promises and the mutual agreements hereinafter contained. District and Attorney agree as follows: SCOPE OF SERVICES. District appoints Attorney to represent, advise, and counsel it from July 1, 2021, through and including June 30, 2022, and continuing thereafter as approved. Any services performed during the period between the above commencement date and the date of Board action approving this Agreement are hereby ratified by said Board approval. Attorney agrees to prepare periodic reviews of relevant court decisions, legislation, and other legal issues. Attorney agrees to keep current and in force at all times a policy covering incidents of legal malpractice. CLIENT DUTIES. District shall be truthful with Attorney, cooperate with Attorney, keep Attorney informed of developments, ensure access for Attorney to communicate with the District's governing board as appropriate, perform the obligations it has agreed to perform under this Agreement and pay Attorney bills in a timely manner. FEES AND BILLING PRACTICES. Except as hereinafter provided, District agrees to pay Attorney two hundred sixty-five dollars ($265) to three hundred sixty dollars ($360) per hour for Shareholders and Of Counsel; two hundred forty-five dollars ($245) to two hundred ninety-five dollars ($295) for Special Counsel; one hundred ninety-five dollars ($195) to two hundred sixty dollars ($260) per hour for Associates; and one hundred thirty dollars ($130) to one hundred eighty dollars ($180) per hour for Paralegals and Law Clerks. The rate for Gregory J. Dannis will be four hundred twenty-five dollars ($425) per hour. Rates for individual attorneys may vary within the above ranges depending on the level of experience and qualifications and the nature of the legal services provided. Agreements for legal fees at other than the hourly rate set forth above may be made by mutual agreement for special projects, particular scopes of work, or for attorneys with specialized skills. The rates specified in this Agreement are subject to change at any time by Attorney by written notice to Client and shall apply to all services rendered after such notice is given. Substantive communications advice (telephone, voice-mail, e-mail) is billed In a minimum increment of one-tenth (.1) of an hour, except for the first such advice in any business day, which is charged in a minimum of three-tenths (.3) of an hour. Actual travel time is charged at the rates above. In the course of travel it may be necessary for Attorney to work for and bill other clients while in transit. If, during the course of representation of District, an insurance or other entity assumes responsibility for payment of all or partial fees of Attorney on a particular case or matter. District shall remain responsible for the difference between fees paid by the other entity and Attorney’s hourly rates as specified in this Agreement unless otherwise agreed by the parties. OTHER CHARGES. District further agrees to reimburse Attorney for actual and necessary expenses and costs with respect to providing the above services, including support services such as copying charges (charged at $0.10 per page), postage (only charged if in excess of $1.00), and computerized legal research (i.e. Westlaw). Any discount received on computerized legal research is passed along to Client by Attorney. District agrees that such actual and necessary expenses may vary according to special circumstances necessitated by request of District or emergency conditions which occasionally arise. Such expenses shall be provided at cost unless otherwise specified. District further agrees to pay third parties, directly or indirectly through Attorney, for major costs and expenses including, but not limited to, costs of serving pleadings, filing fees and other charges assessed by courts and other public agencies, arbitrators' fees, court reporters' fees, jury fees, witness fees, investigation expenses, consultants' fees, and expert witness fees. Upon mutual consent of District and Attorney, District may either advance or reimburse Attorney for such costs and expenses. Agreement for Professional Services Page 1 DWK SF 975671V1 Occasionally Attorney may provide District officials and/or employees with food or meals at Attorney-sponsored trainings or when working with District officials and/or employees. Attorney may provide such food or meals without additional charge in exchange for the consideration provided by the District under this Agreement. BILLING STATEMENT. Attorney shall send District a statement for fees and costs incurred every calendar month. Attorney's statements shall clearly state the basis thereof, including the amount, rate and basis for calculations or other methods of determination of Attorney's fees. Upon District office's request for additional statement information. Attorney shall provide a bill to District no later than ten (10) days following the request. District is entitled to make subsequent requests for bills at intervals of no less than thirty (30) days following the initial request. District shall pay Attorney's statements within thirty (30) days after each statement's date. INDEPENDENT CONTRACTOR. It is expressly understood and agreed to by both parties that Attorney, while carrying out and complying with any of the terms and conditions of this Agreement, is an independent contractor and is not an employee of the District. CONFLICT OF INTEREST. In some situations, where Attorney has relationships with other entities, the Rules of Professional Conduct may require Attorney to provide disclosure or to obtain informed written consent before it can provide legal services for a client. Attorney represents many school and community college districts, county offices of education, joint powers authorities, SELPAs and other entities throughout California. The statutory and regulatory structure of the provision of education services results in many ways in which these entities interact which could result in a conflict between the interests of more than one of Attorney's clients. If Attorney becomes aware of a specific conflict of interest involving District, Attorney will comply with the legal and ethical requirements to fulfill its duties of loyalty and confidentiality to District. If District has any question about whether Attorney has a conflict of interest in its representation of District in any matter, it may contact Attorney or other legal counsel for clarification. TERMINATION OF CONTRACT. District or Attorney may terminate this Agreement by giving reasonable written notice of termination to the other party. COUNTERPARTS. This Agreement may be executed in duplicate originals, including facsimiles, each of which shall fully bind each party as if all had signed the same copy. Electronic copies of signatures shall be treated as originals for all purposes. IN WITNESS WHEREOF, the parties hereto have signed this Agreement for Professional Services. SANTA CLARA UNIFIED SCHOOL DISTRICT Stella Kemp, Ed.D. Date Superintendent DANNIS WOLIVER KELLEY 4/27/2021 Sandra Woliver Date Attorney at Law At its public meeting of ., 2021, the Board approved this Agreement and authorized the Board President, Superintendent or Designee to execute this Agreement. Agreement for Professional Services Page 2 DWK SF 975671V1