Miriam,
Thank you and the Calderwood & Harkness team for the prompt transmittal of the draft engagement letter and Data Protection Addendum on February 10. We appreciate the quick turnaround, particularly given the compressed timeline we are all working under. I also want to acknowledge the introduction of your full engagement team — Joel Strauss, Nadia Petrov, and James Underwood. Having reviewed their backgrounds, we are confident in the team's qualifications and depth of experience in public-sector labor and employment matters. We likewise appreciate C&H's attention to ensuring a smooth transition from Kessler & Montague LLP, whose representation of WET concluded on December 31, 2025.
We are keenly aware of the urgency here. With the PERB answer due on March 10, 2026 in Case No. PERB-2026-ULP-0041, we share the goal of executing the engagement letter no later than February 21, 2026 so that the team can begin substantive work without delay.
I have reviewed the draft carefully with Tobias Engstrom, our Chief Human Resources Officer, who is copied here. We are generally satisfied with the engagement letter as drafted, but we have the following comments that must be addressed before execution.
**1. FERPA Compliance Reference in the Engagement Letter Body**
We request that an explicit reference to FERPA data-handling compliance obligations be added to the body of the engagement letter itself, rather than relying solely on the Data Protection Addendum to address this issue. Given the nature of the faculty restructuring at issue — which involves personnel files that may contain student education records, disciplinary records, and IEP-related documentation — WET's Board of Trustees (chaired by Dr. Eleanor Voss) and administration require that the firm's FERPA obligations be front and center in the primary engagement document.
Specifically, we suggest adding a provision in the engagement letter's "Confidentiality and Data Security" section (or creating such a section if one does not currently exist) stating that C&H agrees to handle all student education records and personally identifiable information in compliance with the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g, and in accordance with the Data Protection Addendum attached as an exhibit. This is consistent with Section 7.3 of the WET Outside Counsel Guidelines v.4.2, which requires all outside counsel to comply with FERPA data-handling standards as a condition of engagement.
For the avoidance of doubt, we are satisfied with the Data Protection Addendum itself as drafted and appreciate the confirmation from Patricia Hwang regarding C&H's compliance infrastructure.
**2. Budget Cap Approval Authority**
We request clarification of the language governing the $350,000 Year 1 fee budget cap. The draft currently provides that the cap may be exceeded with "prior written approval from Wyndmere Education Trust." We ask that this be narrowed to state explicitly that written approval must come from the **General Counsel of Wyndmere Education Trust** (currently the undersigned), and not from any other WET officer or board member. This is important for our internal controls and ensures that budget-override authority is clearly vested in the legal department.
As a substantive matter, we find the budget breakdown acceptable — advisory phase at $75,000–$100,000 and litigation phase at $200,000–$275,000. We understand that the litigation budget is necessarily contingent on the trajectory of the PERB matter and any individual wrongful-termination claims. On that point, I should note that WET has already received two individual demand letters (dated January 22 and January 29, 2026, respectively) and anticipates additional claims from among eight identified former faculty members. We appreciate the need for realistic budgeting flexibility and are prepared to revisit the cap if circumstances warrant, through the approval mechanism described above.
**3. Acceptance of Negotiated Rate Schedule**
WET accepts the negotiated rate schedule as set forth in the draft:
- Miriam Calloway (Partner): $710/hr - Joel Strauss (Partner): $710/hr - Nadia Petrov (Senior Associate): $440/hr - James Underwood (Associate): $390/hr
These rates fall within the caps established by the WET Outside Counsel Guidelines v.4.2 (partner cap: $725/hr; associate cap: $450/hr). We also confirm our understanding of the blended effective rate of $476.50/hr based on the estimated hours allocation (Calloway 10%, Strauss 10%, Petrov 45%, Underwood 35%), which we find reasonable for a matter of this complexity.
I do want to reiterate that per WET OGG v.4.2, Section 5.1, prior written approval from WET General Counsel is required before any new timekeeper is added to the matter. If this requirement is not already expressly stated in the engagement letter, we ask that it be included. I have added proposed language in the markup.
**4. Quarterly Budget-to-Actual Report Timing**
The draft engagement letter references quarterly budget-to-actual reports but does not specify a delivery deadline. We request that the engagement letter specify delivery of these reports **within 15 business days of each quarter-end**. This timeline aligns with WET's internal financial reporting cycle and, importantly, with our obligations to Covenant Trust National Bank under WET's revolving credit facility, which requires timely reporting on material litigation expenditures. I recognize this is a slight tightening from what we have required of prior counsel, but it is necessary given the current financial environment — WET is projecting a $4.8M operating deficit for FY2027, and our finance team needs predictability in litigation spend reporting.
**Additional Notes**
For completeness, we confirm that WET accepts the following terms as drafted and has no comments:
- Initial retainer of $25,000, to be applied against the final invoice - Payment terms of Net 30 days from invoice date - Hourly fee arrangement (no alternative fee structure at this time) - Governing law of the State of Delaware - Termination on 30 days' written notice, subject to applicable rules of professional conduct and court approval if litigation is pending
We are also pleased to note that C&H uses LEDES 1998B billing format natively, which is consistent with our OGG requirements and will eliminate the formatting reconciliation issues we experienced with prior counsel. We confirm acceptance of the 30-day invoice submission window (within 30 days of month-end). Finally, we appreciate C&H's willingness to provide semi-annual diversity staffing reports per the OGG, and we note that C&H's standard 10-year document retention policy exceeds WET's 7-year post-matter requirement, which we find acceptable.
**Conflicts / Thornfield Matter**
We acknowledge your reference to the conflicts clearance process and the Thornfield conflict waiver letter from Seamus O'Halloran dated January 28, 2026. WET is aware of C&H's prior representation of Thornfield Academy of Sciences, Inc. in the Delaware Court of Chancery matter (Case No. 2023-0847-SG) and, having reviewed the waiver and the proposed ethical screen, is comfortable proceeding on this basis.
That said, we request that C&H provide WET with **written confirmation once the ethical screen is formally in place**, for our files. As you know, Thornfield is now an independent entity — its affiliation with WET was severed effective June 30, 2022 — and Thornfield is potentially adverse to WET in the pending wage-and-hour dispute involving transferred employees. Given these circumstances, a robust and well-documented screen is essential.
**Scope of Representation**
We are generally satisfied with the scope of representation as drafted, covering: (a) defense of the PERB ULP charge (Case No. PERB-2026-ULP-0041) under the Delaware Public School Employment Relations Act, 14 Del. C. § 4001 et seq.; (b) multi-state employment law advisory work regarding the elimination of 47 FTE positions (28 in Delaware, 11 in Pennsylvania, and 8 in New Jersey); and (c) defense of anticipated individual wrongful-termination claims.
You will note in the marked-up draft a minor wording change to clarify that board-level governance advice is outside the scope of this engagement unless separately authorized in writing. This aligns with WET's expectations and our existing arrangement with governance counsel.
One additional point on scope: WET intends to tender both the PERB matter and the individual claims under its Employment Practices Liability Insurance policy with Pinnacle Risk Underwriters, Inc. (Policy No. PRU-EPLI-2025-44872). We ask that the engagement letter include language acknowledging that C&H may need to coordinate with carrier-appointed panel counsel in the event that Pinnacle confirms coverage and assigns its own counsel to any of these matters. I have included proposed language in the markup for your review.
**Next Steps**
The attached marked-up version of the engagement letter (**engagement-letter-wet-draft-WET-markup.docx**) reflects the changes described above in tracked changes for your convenience. We would appreciate it if C&H could incorporate the revisions and circulate a revised clean and redline version for our final review at your earliest opportunity.
As noted, our target remains execution by February 21, 2026. I am happy to discuss any of these comments by phone — please do not hesitate to reach out to me directly at (302) 555-4118. Tobias is copied here as he will serve as WET's primary point of contact for HR-related aspects of the engagement, and he can be reached at the number in his signature block.
Thank you again, Miriam. We look forward to working with you and your team.
Best regards,
**Priya Anand-Desai** General Counsel Wyndmere Education Trust 1400 Brandywine Boulevard, Suite 300 Wilmington, DE 19801 Tel: (302) 555-4118 Email: panand-desai@wyndmeretrust.org
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