Contract analysis

1. Purpose and Confirmation of Engagement This letter confirms that Estuary Foundation ("EF" or the "Foundation"), a California nonprofit public benefit corporation organized under Section 5110 et seq. of the California Corporations Code (Employer Identification Number: 94-3127856), has engaged Calderwood & Harkness LLP ("C&H" or the "Firm") to represent EF as plaintiff in a declaratory judgment action to be filed in

2. Scope of Representation Calderwood & Harkness LLP will represent Estuary Foundation in connection with the following: (a) Filing and Prosecution of the Complaint. The preparation, filing, and prosecution of a Complaint for Declaratory Relief in the Superior Court of California, County of San Francisco, which has been assigned Case Number CGC-22-599481, seeking a judicial determination of the parties' respective ri

3. Staffing and Responsible Attorneys The following attorneys have been assigned to this matter and will be primarily responsible for the representation: Douglas Carmichael — Partner, Litigation (General). Mr. Carmichael will serve as the Responsible Partner for the engagement and will have overall responsibility for the strategic direction of the matter, court appearances, and client communication. Mr. Carmichael wi

4. Fees and Billing Rates Legal services rendered by Calderwood & Harkness LLP in connection with this engagement will be billed on an hourly fee basis. The current hourly billing rates for the attorneys assigned to this matter, effective for calendar year 2022, are as follows: Hourly rates for paralegals, legal assistants, and other support staff assigned to this matter will be communicated to EF as applicable and w

5. Billing and Payment Terms C&H will render invoices to EF on a monthly basis, generally within the first fifteen (15) days of the month following the month in which services were performed. All invoices are due and payable within thirty (30) days of the date of the invoice. Each invoice will include a description of the services rendered during the billing period, the name and position of the attorney or staff memb

6. Retainer No advance retainer or security deposit is required at the commencement of this engagement. The Firm is willing to begin work on the matter based on the billing and payment arrangements described in Sections 4 and 5 above. The Firm reserves the right to request an advance retainer or security deposit at any time during the engagement if, in the Firm's reasonable judgment, the matter requires significant a

7. Client Responsibilities The success of the representation depends in significant part on the full and timely cooperation of EF with the legal team at C&H. EF agrees to cooperate fully with C&H in all aspects of this engagement, including but not limited to the following: (a) Access to Documents and Records. EF will provide C&H with timely access to all documents, records, correspondence, financial data, board minu

8. Confidentiality and Privilege All communications between C&H and EF in connection with this engagement are intended to be, and shall be treated as, protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law. The Firm will maintain the confidentiality of all client information received in connection with this engagement in accordance with the Californi

9. Conflicts of Interest Prior to accepting this engagement, C&H conducted a thorough conflicts check in accordance with its standard procedures and the requirements of the California Rules of Professional Conduct. Based on that review, the Firm has identified no existing conflicts of interest that would prevent it from representing EF in this matter, and the Firm is not currently representing, and has not previously

10. Termination of Engagement Either party may terminate this engagement at any time upon written notice to the other party, subject to the following terms: (a) Termination by EF. If EF elects to terminate the engagement, EF will be responsible for the payment of all fees for professional services rendered and all expenses and disbursements incurred through the date of termination, in accordance with the billing and

11. Document Retention Upon the conclusion of this matter — whether by final judgment, settlement, or otherwise — C&H will retain the file for this engagement in accordance with the Firm's standard document retention policies, which currently provide for the retention of closed matter files for a period of ten (10) years from the date the file is closed. Prior to the closing or destruction of any file, EF will be giv

12. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law. In the event of any dispute arising out of or relating to this engagement letter or the Firm's representation of EF, including any dispute regarding fees, the parties agree to attempt in good faith to resolve the di

13. No Guarantee of Outcome Calderwood & Harkness LLP will use its best professional efforts and judgment on behalf of Estuary Foundation in all aspects of this engagement. However, consistent with our ethical obligations, we must advise you that no assurance or guarantee can be given regarding the outcome of the declaratory judgment action or any other aspect of this matter. The results of the litigation will depend

14. Entire Agreement and Amendments This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Estuary Foundation with respect to the terms and conditions of the Firm's engagement in the matter referenced herein. This letter supersedes all prior oral or written communications, understandings, or agreements between the parties relating to the subject matter of this engagement. No ame