CALDERWOOD & HARKNESS LLP
600 Market Street, Suite 4200 Philadelphia, PA 19106
NEW MATTER INTAKE FORM
Office of New Business Intake
CONFIDENTIAL — FOR INTERNAL USE ONLY This document contains information subject to attorney-client privilege and work product protections. Distribution is limited to authorized Calderwood & Harkness personnel with a need to know. Do not distribute, copy, or forward without authorization from the Office of New Business Intake.
Right-click to update Table of Contents
Section 1: Matter Identification
The following information sets forth the identifying details for this matter as recorded in the firm's matter management system. All timekeepers, administrative staff, and billing personnel should reference the matter number and client number below when recording time, expenses, or other charges associated with this engagement.
The matter was opened on February 10, 2026, upon receipt of the initial engagement request from the client's General Counsel. As of the date of this intake form, the matter remains in the engagement setup phase, pending finalization and execution of the engagement letter. Preliminary conflicts screening was initiated concurrently with the matter opening, and the engagement team has been identified and staffed subject to the terms described herein.
Section 2: Client Information
2.1 Client Details
Wyndmere Education Trust is a Delaware nonprofit corporation recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code. The entity was founded in 2009 and has been continuously operating since its inception. Its tax-exempt status has been maintained in good standing with the Internal Revenue Service throughout its operating history. The entity is not classified as a private foundation and operates as a public charity under IRC § 509(a)(1).
2.2 Client Address
All formal correspondence, including engagement letters, invoices, and legal memoranda, should be directed to the principal office address listed above unless otherwise instructed by the client's General Counsel. The client maintains additional administrative offices at its school sites across Delaware, Pennsylvania, and New Jersey; however, the Wilmington headquarters serves as the primary point of contact for all legal matters.
2.3 Client Contact Information
All substantive legal communications should be directed to the primary contact, Priya Anand-Desai, General Counsel. Ms. Anand-Desai serves as the designated representative of the client for purposes of this engagement and has authority to provide instructions, approve staffing changes, authorize budget modifications, and execute legal documents on behalf of Wyndmere Education Trust. The secondary contact, Tobias Engstrom, Chief Human Resources Officer, may be contacted for factual matters relating to human resources operations, employee records, and the faculty restructuring plan. Mr. Engstrom's involvement is authorized by Ms. Anand-Desai.
2.4 Client Organization Summary
Wyndmere Education Trust operates a network of twelve public charter schools across three states: Delaware, Pennsylvania, and New Jersey. The network serves a diverse student population spanning kindergarten through twelfth grade and is authorized under the charter school laws of each respective state. The organization's central mission is to provide high-quality, equitable education to underserved communities in the greater Delaware Valley region.
Key organizational facts relevant to this engagement are as follows:
• Network Size: Twelve public charter schools (five in Delaware, four in Pennsylvania, and three in New Jersey).
• Student Enrollment (2025–2026 School Year): Approximately 8,400 K–12 students.
• Annual Operating Budget (FY2025): $112.4 million, funded primarily through per-pupil public funding allocations, federal Title I and Title II grants, and private philanthropy.
• Board Chair: Dr. Eleanor Voss, Ed.D., who serves as the chair of the Wyndmere Education Trust Board of Trustees.
• President & Chief Executive Officer: Marcus Whitfield, who serves as the chief administrative officer of the organization and reports directly to the Board of Trustees.
The organization is governed by a fifteen-member Board of Trustees, with committees for Finance, Governance, Academic Affairs, and Human Resources. The General Counsel reports directly to the President & CEO with a dotted-line reporting relationship to the Board's Governance Committee.
Wyndmere Education Trust has experienced a decline in student enrollment over the past two academic years. Total enrollment fell from approximately 9,100 students in the 2023–2024 school year to approximately 8,400 students in the 2025–2026 school year, a decline of approximately 700 students, or 7.7%. This enrollment decline has created significant budgetary pressures, including a projected operating deficit of $4.8 million for FY2027 absent corrective action. The faculty restructuring plan that gives rise to this engagement is the organization's primary response to these financial pressures.
Section 3: Matter Description
3.1 Matter Type
This matter is classified under the firm's matter taxonomy as an engagement setup within the Business of Law category. The substantive legal work encompasses both advisory services and litigation defense in the employment law domain. The client's industry classification reflects its status as a nonprofit educational institution operating public charter schools.
3.2 Matter Description / Scope of Representation
Calderwood & Harkness LLP ("C&H" or the "Firm") has been retained by Wyndmere Education Trust ("WET" or the "Client") to provide employment-law advisory and litigation representation in connection with WET's faculty restructuring plan, which was publicly announced on January 6, 2026. The restructuring plan contemplates the elimination of forty-seven (47) full-time teaching positions across WET's three-state charter school network, with position eliminations to take effect for the 2026–2027 school year. The restructuring is driven by declining enrollment and a projected operating deficit, as described in Section 2.4 above.
The engagement encompasses three distinct but interrelated workstreams:
(a) Defense of Unfair Labor Practice Charge (PERB Proceeding). Defense of the unfair labor practice ("ULP") charge filed by the Veltrano Federation of Educators, Local 1147 ("RFE" or the "Union") before the Delaware Public Employment Relations Board ("PERB"), designated as Case No. PERB-2026-ULP-0041. The ULP charge was filed on February 3, 2026, and WET's answer is due on or before March 10, 2026, thirty (30) days after the date of filing. The charge arises under the Delaware Public School Employment Relations Act, 14 Del. C. § 4001 et seq., and alleges that WET's restructuring plan was implemented without adequate bargaining with the Union in violation of WET's statutory duty to negotiate in good faith over terms and conditions of employment. The Firm's scope of work in this workstream includes preparation and filing of the answer, factual investigation, witness preparation, representation in any PERB mediation or hearing proceedings, and post-hearing briefing as necessary.
(b) Multi-State Employment Law Compliance Advisory Work. Advisory services regarding WET's compliance with applicable federal, state, and local employment laws in connection with the planned elimination of forty-seven (47) full-time teaching positions. The position eliminations are distributed across three states: twenty-eight (28) positions in Delaware, eleven (11) positions in Pennsylvania, and eight (8) positions in New Jersey. The Firm's scope of work in this workstream includes analysis of applicable reduction-in-force ("RIF") laws and notice requirements, including the federal Worker Adjustment and Retraining Notification Act ("WARN Act"), 29 U.S.C. § 2101 et seq., and analogous state laws; review and assessment of WET's selection criteria for position elimination to evaluate compliance with anti-discrimination laws, including Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act ("ADEA"), the Americans with Disabilities Act ("ADA"), and applicable state and local analogs; review of applicable collective bargaining agreements governing RIF procedures in unionized schools; and preparation of memoranda and practical guidance documents for WET's Human Resources department.
(c) Defense of Anticipated Individual Wrongful-Termination Claims. Defense of anticipated individual wrongful-termination, discrimination, and/or retaliation claims from affected faculty members. As of the date of this intake form, WET's General Counsel has received two (2) pre-litigation demand letters from counsel for individual faculty members: the first received on January 22, 2026, and the second received on January 29, 2026. In addition, WET's General Counsel has identified a total of eight (8) former faculty members who have retained or are actively seeking individual legal counsel in connection with their position eliminations. The Firm's scope of work in this workstream includes responding to demand letters, conducting factual investigation, coordinating with WET's EPLI carrier (Pinnacle Risk Underwriters, Inc.) regarding notice and coverage issues, and defending any individual lawsuits or administrative charges that may be filed.
The faculty restructuring plan was developed by WET's senior leadership team and approved by the Board of Trustees' Finance Committee in December 2025. The plan was driven by the decline in student enrollment from approximately 9,100 students in the 2023–2024 school year to approximately 8,400 students in the 2025–2026 school year, representing a decline of approximately 700 students, or 7.7%. WET projects an operating deficit of approximately $4.8 million for FY2027 if corrective measures, including faculty reductions, are not implemented.
3.3 Governing Law
The primary governing law for this engagement is the law of the State of Delaware, which governs the PERB proceeding, the collective bargaining relationship with the Veltrano Federation of Educators, and the employment relationships at WET's five Delaware charter schools. Pennsylvania and New Jersey law are applicable to the multi-state employment law compliance advisory work insofar as position eliminations affect faculty members employed at WET's Pennsylvania and New Jersey charter schools, respectively. Federal employment law, including but not limited to Title VII, the ADEA, the ADA, and the WARN Act, applies across all three states.
3.4 Related Proceedings / Case Numbers
No other judicial or administrative proceedings related to this matter have been filed or commenced as of the date of this intake form. However, the engagement team anticipates that individual wrongful-termination claims or discrimination charges may be filed with the U.S. Equal Employment Opportunity Commission ("EEOC"), the Delaware Department of Labor, the Pennsylvania Human Relations Commission ("PHRC"), or the New Jersey Division on Civil Rights ("DCR") in the coming weeks or months. The Firm will update this intake form and open subsidiary matter numbers as additional proceedings arise.
Section 4: Engagement Team
The following attorneys have been assigned to the engagement team for this matter. All timekeepers listed below are subject to the client's prior written approval requirement as set forth in the WET Outside Counsel Guidelines v.4.2 (see Section 9.4 below). Priya Anand-Desai, General Counsel, has approved the initial staffing plan described below.
4.1 Responsible Partner
Miriam Calloway will serve as the responsible partner for this engagement. Ms. Calloway is a partner in the Firm's Healthcare & Life Sciences Practice Group and has extensive experience representing nonprofit educational institutions and healthcare organizations in employment law disputes, including collective bargaining matters, reduction-in-force compliance, and unfair labor practice proceedings before state labor relations boards. Ms. Calloway is admitted to practice in both Delaware and Pennsylvania and will serve as lead counsel in the PERB proceeding.
4.2 Billing Partner
Joel Strauss will serve as the billing partner for this engagement. Mr. Strauss is a partner in the Firm's Healthcare & Life Sciences Practice Group with particular expertise in regulatory and compliance matters affecting nonprofit institutions. Mr. Strauss will oversee billing, fee management, and budget-to-actual reporting for the engagement. Mr. Strauss is admitted to practice in Pennsylvania.
4.3 Lead Associate
Nadia Petrov will serve as the lead associate for this engagement. Ms. Petrov is a fifth-year associate in the Firm's Labor & Employment Practice Group and is admitted to practice in both Pennsylvania and New Jersey. Ms. Petrov will take primary responsibility for the multi-state employment law compliance advisory workstream, including analysis of RIF compliance requirements under Pennsylvania and New Jersey law, and will assist Ms. Calloway with the litigation workstreams. Ms. Petrov prepared the OGC Reconciliation Memorandum dated February 18, 2026.
4.4 Working Associate
James Underwood will serve as the working associate for this engagement. Mr. Underwood is a third-year associate in the Firm's Labor & Employment Practice Group, based in the Wilmington office, and is admitted to practice in Delaware. Mr. Underwood will support the PERB defense workstream, including factual investigation, document collection and review, and drafting of the answer to the ULP charge. Mr. Underwood's proximity to the client's principal office in Wilmington and to the PERB offices will facilitate efficient coordination and in-person attendance at hearings and mediation sessions.
Section 5: Fee Arrangement and Financial Terms
5.1 Fee Arrangement
Type: Hourly
The engagement will be billed on an hourly basis at negotiated rates established pursuant to the Wyndmere Education Trust Outside Counsel Guidelines & Billing Policies, Version 4.2, effective July 1, 2025 (the "WET OGG" or "OGG"). The negotiated rates for each member of the engagement team are set forth below, together with the Firm's standard rack rates for reference purposes. All negotiated rates fall within the rate caps established by the WET OGG.
Rate Schedule (Negotiated Rates per WET OGG v.4.2):
WET OGG Rate Caps: The WET OGG v.4.2 establishes the following rate caps for outside counsel: Partners — $725/hr; Associates — $450/hr. All negotiated rates set forth above fall within these caps. No rate adjustment or exception is required.
Rate increases, if any, will be governed by the terms of the WET OGG v.4.2, which provides that rate increases may not exceed 3% per annum and must be approved in writing by the client's General Counsel at least sixty (60) days prior to the effective date of any increase.
5.2 Retainer
The client will remit an initial retainer of Twenty-Five Thousand Dollars ($25,000) upon execution of the engagement letter. The retainer will be held in the Firm's client trust account (IOLTA) in accordance with applicable rules of professional conduct and will be applied against the final invoice rendered upon conclusion of the engagement. The retainer is not an estimate of total fees and does not limit the client's obligation to pay invoices rendered during the course of the engagement.
5.3 Payment Terms
Invoices are payable within thirty (30) days of the invoice date. Late payments may be subject to interest charges as permitted by applicable rules of professional conduct and as set forth in the engagement letter. The Firm will submit invoices in accordance with the timeline and format requirements described in Section 5.5 below.
5.4 Budget
Year 1 Fee Budget: The total fee budget for the first twelve months of the engagement (the "Year 1 Fee Budget") is not to exceed Three Hundred Fifty Thousand Dollars ($350,000). The Year 1 Fee Budget is allocated across the engagement workstreams as follows:
The fee budget is an estimate based on the information currently available to the engagement team and the client's General Counsel. Actual fees may vary depending on the scope and complexity of the matters as they develop, the number and nature of individual claims filed, and the duration and complexity of the PERB proceeding. The engagement team will provide quarterly budget-to-actual reports as required by the WET OGG v.4.2 (see Section 5.5 below).
Budget Approval: Any fees or costs that would cause total engagement expenditures to exceed the Year 1 Fee Budget of $350,000 require prior written approval from Priya Anand-Desai, General Counsel of Wyndmere Education Trust. The responsible partner, Miriam Calloway, is responsible for monitoring the budget and providing advance notice to the client if the engagement team anticipates that the budget may be exceeded.
5.5 Billing Format
The WET OGG v.4.2 requires that all invoices be submitted in LEDES 1998B format. The Firm's billing system natively supports LEDES 1998B, and no format reconciliation or conversion is required. Invoices will be submitted electronically to the client's accounts payable department and to the General Counsel's office within thirty (30) days of the end of each calendar month in which services were rendered. In addition, the engagement team will prepare and submit quarterly budget-to-actual reports comparing actual fees incurred to the Year 1 Fee Budget, with narrative explanations for any material variances.
5.6 Expense Reimbursement
Reimbursable expenses will be billed in accordance with the WET OGG v.4.2. Key expense policies include the following:
• Travel — Airfare: Capped at coach-class airfare for all travel on client business. Business-class or first-class airfare is not reimbursable absent prior written approval from the client's General Counsel.
• Travel — Lodging: Capped at $225 per night for hotel accommodations. Accommodations exceeding this rate are not reimbursable absent prior written approval from the client's General Counsel.
• Other Expenses: All other reimbursable expenses (e.g., court filing fees, messenger services, copying and reproduction charges, outside vendor costs) are governed by the WET OGG v.4.2 and will be billed at cost without markup.
The engagement team will exercise reasonable judgment in incurring expenses and will seek pre-approval from the client for any individual expense item anticipated to exceed $500.
Section 6: Adverse and Related Parties
This section identifies all known adverse parties, related parties, and other entities and individuals relevant to the conflicts analysis and matter management for this engagement. The information below was gathered from the client's General Counsel, publicly available records, and the Firm's internal records.
6.1 Identified Adverse Parties
6.1.1 Veltrano Federation of Educators, Local 1147
The Veltrano Federation of Educators, Local 1147 ("RFE" or the "Union") is the exclusive bargaining representative for approximately 340 unionized educators employed at WET's five charter schools in Delaware. The Union is an affiliate of the American Federation of Teachers (AFT). The Union filed the ULP charge that is the subject of workstream (a) of this engagement, alleging that WET failed to bargain in good faith over the faculty restructuring plan before publicly announcing and implementing position eliminations.
Outside Counsel for RFE: Feinberg, Adler & Ross LLP, 110 West 10th Street, Suite 700, Wilmington, DE 19801. Lead attorney: Rachel Feinberg, Partner. Feinberg, Adler & Ross is a labor-side firm with a longstanding practice before the Delaware PERB and the National Labor Relations Board.
6.1.2 Thornfield Academy of Sciences, Inc.
Thornfield Academy of Sciences, Inc. ("Thornfield") is a Pennsylvania nonprofit corporation that operates a single charter school in Philadelphia. Thornfield was formerly affiliated with WET through a Joint Educational Services Agreement dated September 1, 2018, under which WET provided shared administrative services, curriculum development, and human resources support to Thornfield. The affiliation was formally severed on June 30, 2022, and Thornfield has operated as an independent entity since that date.
Thornfield is identified as a potential adverse party due to a pending wage-and-hour dispute involving former WET employees who transferred to Thornfield at or around the time of the affiliation severance. The specifics of this dispute are still under investigation by the client's General Counsel, and no formal legal proceeding has been filed. However, the engagement team is aware of the potential for cross-claims or shared liability issues.
Outside Counsel for Thornfield: Bracken, Lowe & Hartsfield LLP, 1700 JFK Boulevard, Suite 2800, Philadelphia, PA 19103. Lead attorney: Victoria Bracken, Partner.
6.1.3 Individual Faculty Claimants
Wyndmere Education Trust's General Counsel, Priya Anand-Desai, has identified eight (8) former faculty members who have retained or are actively seeking individual legal counsel in connection with their position eliminations under the faculty restructuring plan. Two (2) pre-litigation demand letters have been received by the client: the first on January 22, 2026, and the second on January 29, 2026. The identities of the individual claimants and their respective counsel will be added to this intake form and to the Firm's conflicts database as they become known. Supplemental conflicts checks will be conducted as additional parties are identified.
6.2 Related Parties (Non-Adverse)
The following parties are related to this engagement but are not adverse to the client. They are included for purposes of completeness, conflicts awareness, and engagement coordination.
6.2.1 Kessler & Montague LLP (Prior Outside Counsel)
Kessler & Montague LLP ("K&M") served as WET's primary outside counsel for employment-law matters until December 31, 2025. The representation was terminated by mutual agreement due to a conflict of interest that arose from K&M's merger with a firm representing the Thornfield-affiliated teachers' union. As a result of the conflict, WET sought new outside employment counsel, which led to the present engagement of Calderwood & Harkness. The engagement team may need to coordinate with K&M regarding the transition of files, work product, and institutional knowledge, subject to the client's direction and any applicable file transfer protocols.
6.2.2 Hargrove & Linden CPAs LLP (Outside Auditor)
Hargrove & Linden CPAs LLP serves as WET's independent outside auditor. The engagement team may need to coordinate with Hargrove & Linden regarding financial information relevant to the restructuring plan, including enrollment data, operating budget projections, and the projected $4.8 million operating deficit for FY2027, particularly in connection with the PERB defense where the economic justification for the restructuring is likely to be at issue.
6.2.3 Covenant Trust National Bank (Banking Relationship)
Covenant Trust National Bank holds WET's primary banking relationship and provides a $18.5 million revolving credit facility. The loan covenants governing the credit facility require WET to provide notification to the bank of any material litigation or administrative proceedings. The client's General Counsel should be advised to coordinate with the bank's relationship manager, Sandra Falk, regarding the PERB proceeding and any individual claims that may be filed. This notification obligation is noted for the engagement team's awareness but is the client's direct responsibility.
6.2.4 Pinnacle Risk Underwriters, Inc. (Insurance Carrier)
Pinnacle Risk Underwriters, Inc. ("Pinnacle") is WET's Directors & Officers ("D&O") and Employment Practices Liability Insurance ("EPLI") carrier. The following policies are relevant to this engagement:
The EPLI policy is particularly relevant to workstream (c) (defense of individual wrongful-termination claims). The engagement team should coordinate with the client's General Counsel to ensure timely notice to Pinnacle of all claims and potential claims that may fall within the scope of the EPLI policy. The $150,000 per-claim retention means that WET will bear the first $150,000 of defense costs and indemnity for each individual claim before Pinnacle's coverage is triggered. The engagement team should track fees and costs on a per-claim basis to facilitate accurate reporting to Pinnacle. Both the D&O and EPLI policy periods end on June 30, 2026; renewal status should be monitored.
Section 7: Conflicts Check
7.1 Conflict Check Status
The conflicts check for this matter has been completed and the engagement has been cleared, subject to the implementation of an ethical screen as described in Section 7.3 below. The conflicts analysis was conducted by the Office of New Business Intake and reviewed by Sylvia Marchetti, Conflicts Counsel. Due to the nature of the identified conflict and the requirement for an ethical screen, the clearance was also reviewed and approved by Catherine Hargrave, the Firm's General Counsel, in accordance with the Firm's Conflicts of Interest Policy.
7.2 Identified Conflict
A prior representation by Calderwood & Harkness was identified that is relevant to this engagement:
The Firm's prior representation of Thornfield in the Delaware Chancery Court governance dispute (Case No. 2023-0847-SG) creates a successive representation conflict under Rule 1.9 of the Delaware Lawyers' Rules of Professional Conduct and corresponding rules in Pennsylvania and New Jersey. While the substantive subject matter of the prior Thornfield engagement (corporate governance) is distinct from the current WET engagement (employment law), the former affiliation between Thornfield and WET, and Thornfield's status as a potential adverse party, required careful analysis and resolution.
No current Calderwood & Harkness engagement with Thornfield Academy of Sciences, Inc. exists. The prior engagement concluded on August 9, 2024, and no subsequent matters have been opened for Thornfield.
7.3 Conflict Resolution
The identified conflict has been resolved through the following measures:
1. Partner Confirmation. Conrad Ashworth, the lead partner on the prior Thornfield engagement, confirmed in writing that no confidential information obtained from Thornfield during the prior representation is material to the proposed WET representation. Mr. Ashworth's confirmation is documented in a memorandum dated January 25, 2026, which is maintained in the Firm's conflicts files.
2. Client Waiver. A written conflict waiver was received from Seamus O'Halloran, General Counsel of Thornfield Academy of Sciences, Inc., dated January 28, 2026. In the waiver letter, Mr. O'Halloran, on behalf of Thornfield, waived any objection to Calderwood & Harkness's representation of Wyndmere Education Trust in connection with the faculty restructuring matter, and confirmed that Thornfield does not believe that any confidential information from the prior engagement would be at issue. The original waiver letter is maintained in the Firm's conflicts files.
3. Ethical Screen. A formal ethical screen has been implemented to isolate Conrad Ashworth and his former Thornfield engagement team members from all aspects of the WET engagement (Matter No. 1040-00001, Client No. C-88214). The screened individuals are:
• Conrad Ashworth, Partner, Corporate & Governance Practice Group, Wilmington office
• Lydia Chen, former Associate (departed the Firm)
• Marcos Rivera, former Associate (departed the Firm)
Although Ms. Chen and Mr. Rivera have since departed the Firm, their names are included in the ethical screen record for completeness. The ethical screen prohibits Mr. Ashworth from accessing any files, documents, electronic records, or communications related to the WET engagement; from discussing the WET engagement with any member of the engagement team or other Firm personnel; and from receiving any compensation or credit attributable to the WET engagement. Mr. Ashworth has been notified of the screen and has provided a written acknowledgment of his obligations thereunder.
4. Documentation. An Ethical Screen Memorandum dated February 14, 2026, was prepared by Sylvia Marchetti, Conflicts Counsel, and circulated to all relevant Firm personnel. A separate Conflicts Clearance Memorandum, also dated February 14, 2026, documents the full analysis and resolution of the conflict. Both memoranda are maintained in the Firm's conflicts files and are attached to this intake form.
Reference Documents:
• Conflicts Clearance Memorandum, dated February 14, 2026 (prepared by Sylvia Marchetti, Conflicts Counsel)
• Ethical Screen Memorandum, dated February 14, 2026 (prepared by Sylvia Marchetti, Conflicts Counsel)
• Conrad Ashworth — Ethical Screen Acknowledgment
• Thornfield Conflict Waiver Letter from Seamus O'Halloran, dated January 28, 2026
7.4 Additional Conflicts Checks
The following additional conflicts checks were performed in connection with this engagement. All checks returned clean results, and no further conflict issues were identified.
As noted in Section 6.1.3 above, the identities of the individual faculty claimants and their respective counsel are not yet fully known. Supplemental conflicts checks will be conducted and documented as additional adverse parties are identified throughout the course of the engagement.
Section 8: Regulatory and Compliance Checks
8.1 Anti-Money Laundering (AML) Check
Pursuant to the Firm's Anti-Money Laundering and Client Due Diligence Policy, AML screening is not required for domestic nonprofit entities that are recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code. Wyndmere Education Trust is a Delaware nonprofit corporation with current 501(c)(3) status, and therefore falls within this exemption. No further AML screening was conducted.
8.2 OFAC Screening
The following entities and individuals were screened against the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and blocked Persons List ("SDN List") and other OFAC restricted-party lists on February 10, 2026:
• Wyndmere Education Trust
• Dr. Eleanor Voss (Board Chair)
• Marcus Whitfield (President & CEO)
• Priya Anand-Desai (General Counsel)
• Tobias Engstrom (Chief Human Resources Officer)
Result: No matches were identified on the SDN List or any other OFAC restricted-party list. The screening was performed using the Firm's automated OFAC screening tool integrated into the new business intake system.
8.3 Politically Exposed Persons (PEP) Check
A Politically Exposed Persons screening was conducted for the client's key officers, directors, and contacts. No PEP indicators were identified for any of the individuals screened.
Note: Dr. Eleanor Voss, Board Chair, previously served as Superintendent of the Veltrano Unified School District, a public education leadership role in Delaware. Dr. Voss no longer holds any government position, and her prior role as a school district superintendent does not constitute a PEP indicator under the Firm's PEP screening policy. No further action is required.
Section 9: Special Requirements and Client Policies
9.1 Outside Counsel Guidelines
The WET Outside Counsel Guidelines & Billing Policies, Version 4.2 ("WET OGG v.4.2"), govern the terms of the engagement and set forth detailed requirements regarding billing practices, staffing, expense reimbursement, reporting, data security, diversity, and document retention. A copy of the WET OGG v.4.2 is incorporated by reference into the engagement letter and is attached to this intake form.
An OGC Reconciliation Memorandum was prepared by Nadia Petrov and reviewed by Joel Strauss to identify any areas of potential conflict between the WET OGG v.4.2 and the Firm's standard practices, and to confirm the Firm's ability to comply with all material provisions. The reconciliation memorandum was finalized on February 18, 2026. The following key reconciliation items were addressed and resolved:
• Rate Caps: Confirmed that all negotiated timekeeper rates fall within WET OGG rate caps (Partners: $725/hr; Associates: $450/hr). No conflict.
• Invoice Submission Timing: WET OGG requires submission within 30 days of month-end. Firm standard is submission within 45 days of month-end. The engagement team has agreed to comply with the WET OGG's 30-day requirement for this engagement.
• Staffing Approval: WET OGG requires prior written approval from the General Counsel before any new timekeeper is added to the matter. Firm standard does not require prior client approval for staffing changes. The engagement team has agreed to comply with the WET OGG requirement. (See Section 9.4 below.)
• Travel Expense Caps: WET OGG caps lodging at $225/night and requires coach-class airfare. Firm standard travel policy is consistent with these caps. No conflict.
• Diversity Reporting: WET OGG requires semi-annual diversity staffing reports. The Firm has agreed to provide these reports. (See Section 9.3 below.)
• FERPA Data Handling: WET OGG requires compliance with FERPA data handling standards. The Firm's information security infrastructure has been confirmed as compliant. (See Section 9.2 below.)
• Document Retention: WET OGG mandates a 7-year post-matter retention period. Firm standard policy is 10 years. The Firm's policy meets and exceeds the WET requirement. No conflict. (See Section 9.5 below.)
No material conflicts between the WET OGG v.4.2 and the Firm's standard policies or practices were identified. The engagement team is authorized to proceed in compliance with all WET OGG requirements as reconciled.
9.2 Data Security / FERPA Compliance
The WET OGG v.4.2 requires that all outside counsel engaged by Wyndmere Education Trust comply with the data handling standards established by the Family Educational Rights and Privacy Act ("FERPA"), 20 U.S.C. § 1232g, due to the potential for exposure to student education records and personally identifiable information ("PII") derived therefrom during the course of the engagement.
Patricia Hwang, the Firm's Chief Information Security Officer ("CISO"), has reviewed the WET OGG's FERPA data handling requirements and confirmed that the Firm's information security infrastructure, policies, and procedures are compliant with FERPA standards. This confirmation is documented in an internal memorandum from Ms. Hwang dated February 12, 2026.
In addition, a Data Protection Addendum will be executed as an exhibit to the engagement letter. The Data Protection Addendum governs the handling, storage, transmission, and destruction of student education records and PII that may be received by the Firm during the course of the engagement. The Data Protection Addendum is currently in draft form and is being finalized concurrently with the engagement letter.
The engagement team should exercise particular caution when handling any documents or information that may contain student education records or PII, and should limit access to such information to team members with a direct need to know. All such information should be stored in the Firm's secure document management system with appropriate access controls applied.
9.3 Diversity Reporting
The WET OGG v.4.2 requires that outside counsel provide semi-annual diversity staffing reports to the client's General Counsel. These reports must include demographic information regarding the attorneys and other timekeepers assigned to the engagement, including data on gender, race/ethnicity, and other diversity categories as specified by the client.
Calderwood & Harkness has agreed to provide semi-annual diversity staffing reports in compliance with the WET OGG requirement. The reports will be prepared by the Firm's Diversity, Equity & Inclusion Office and submitted to the client's General Counsel on a schedule to be agreed upon. The first report will be due six months after the effective date of the engagement letter.
9.4 Staffing Approval
The WET OGG v.4.2 requires that the client's General Counsel provide prior written approval before any new timekeeper (attorney, paralegal, or other billing professional) is added to the matter. This requirement is more restrictive than the Firm's standard practice, which generally permits the responsible partner to make staffing decisions without prior client approval.
The engagement team has agreed to comply with the WET OGG staffing approval requirement for this engagement. The initial staffing plan (Miriam Calloway, Joel Strauss, Nadia Petrov, and James Underwood) has been approved by Priya Anand-Desai, General Counsel. Any proposed additions to or substitutions within the engagement team must be submitted to Ms. Anand-Desai for written approval before the new timekeeper begins recording time to the matter.
9.5 Document Retention
The WET OGG v.4.2 mandates a seven (7) year post-matter document retention period for all files, records, and work product generated in connection with the engagement. Calderwood & Harkness's standard document retention policy requires a ten (10) year post-matter retention period. The Firm's standard policy meets and exceeds the WET OGG requirement, and no modification to the Firm's standard policy is necessary.
Upon conclusion of the engagement, the engagement team will coordinate with the Firm's Records Management department and the client's General Counsel regarding the disposition of files, including the return or destruction of client documents and the retention of Firm work product, in accordance with the Firm's standard policies and applicable rules of professional conduct.
Section 10: Engagement Letter Status
The draft engagement letter was transmitted to Priya Anand-Desai, General Counsel of Wyndmere Education Trust, on February 10, 2026, concurrent with the opening of this matter. Client comments were received on February 15, 2026. The engagement team is currently reviewing the client's redline and preparing a revised draft incorporating the client's requested revisions. The target date for execution of the engagement letter is February 21, 2026. The engagement letter will be executed by Miriam Calloway on behalf of Calderwood & Harkness LLP and by Priya Anand-Desai on behalf of Wyndmere Education Trust.
Attachments to Engagement Letter:
• Data Protection Addendum (governing FERPA-compliant handling of student education records and PII)
• Wyndmere Education Trust — Outside Counsel Guidelines & Billing Policies, v.4.2, effective July 1, 2025 (incorporated by reference)
• Negotiated Rate Schedule (setting forth negotiated hourly rates for each timekeeper on the engagement)
The engagement team should not commence substantive legal work on the engagement until the engagement letter has been fully executed, except to the extent necessary to meet imminent deadlines (e.g., the PERB answer due March 10, 2026). Any pre-execution work must be approved by the responsible partner, Miriam Calloway, and documented in the matter file.
Section 11: Key Dates and Deadlines
The following table summarizes key dates and deadlines relevant to the engagement setup and the early stages of the substantive legal work:
The engagement team should pay particular attention to the March 10, 2026 deadline for filing the answer to the ULP charge before the Delaware PERB. This is the most imminent substantive deadline and should be calendared with appropriate lead time for drafting, client review, and filing. James Underwood, working associate (Wilmington office), has been assigned primary drafting responsibility for the PERB answer under the supervision of Miriam Calloway.
Section 12: Approvals and Signatures
12.1 Requesting Attorney Certification
I have reviewed the information set forth in this New Matter Intake Form and confirm that it is complete and accurate to the best of my knowledge. I have reviewed the conflicts check results, including the Conflicts Clearance Memorandum and the Ethical Screen Memorandum, both dated February 14, 2026, and am satisfied that the engagement may proceed in accordance with the Firm's Conflicts of Interest Policy, the Firm's New Business Intake Policy, and applicable rules of professional conduct governing the jurisdictions in which the legal services will be rendered. I accept responsibility as the responsible partner for this engagement and confirm that the engagement team has been identified and approved by the client.
MIRIAM CALLOWAY Partner, Healthcare & Life Sciences Practice Group Calderwood & Harkness LLP
By: ________
Name: Miriam Calloway
Title: Responsible Partner
Date: February 10, 2026
12.2 New Business Intake Approval
I have reviewed this New Matter Intake Form and the associated conflicts clearance documentation and approve the opening of this matter in accordance with the Firm's New Business Intake Policy.
OFFICE OF NEW BUSINESS INTAKE
By: ________
Name: Raymond Chu
Title: Director of New Business Intake
Date: ________
12.3 Conflicts Counsel Approval
I have reviewed the conflicts analysis for this matter, including the identified prior representation of Thornfield Academy of Sciences, Inc., and have prepared the Conflicts Clearance Memorandum and the Ethical Screen Memorandum, both dated February 14, 2026. I am satisfied that the identified conflict has been appropriately resolved through the conflict waiver and ethical screen described herein, and that the engagement may proceed in compliance with applicable rules of professional conduct.
CONFLICTS COUNSEL
By: ________
Name: Sylvia Marchetti
Title: Conflicts Counsel
Date: February 14, 2026
12.4 Firm General Counsel Approval
Firm General Counsel approval is required for this matter due to the implementation of an ethical screen in connection with the identified prior representation of Thornfield Academy of Sciences, Inc. I have reviewed the Conflicts Clearance Memorandum, the Ethical Screen Memorandum, the Thornfield conflict waiver letter, and the ethical screen acknowledgment from Conrad Ashworth. I am satisfied that the conflict has been appropriately resolved and that the ethical screen is adequate to protect the interests of both the former client (Thornfield) and the current client (Wyndmere Education Trust).
OFFICE OF THE GENERAL COUNSEL CALDERWOOD & HARKNESS LLP
By: ________
Name: Catherine Hargrave
Title: General Counsel
Date: ________