1040-00001 · Kessler & Montague LLP · Outside Counsel Guidelines

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MEMORANDUM

TO: Miriam Calloway, Responsible Partner; Joel Strauss, Billing Partner

FROM: Nadia Petrov, Lead Associate, Labor & Employment Practice Group

DATE: February 18, 2026

RE: Reconciliation of Wyndmere Education Trust Outside Counsel Guidelines & Billing Policies (v.4.2, effective July 1, 2025) with Calderwood & Harkness LLP Standard Engagement Terms

MATTER NO.: 1040-00001

CLIENT NO.: C-88214

STATUS: PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

REVIEWED BY: Joel Strauss, Billing Partner

I. PURPOSE AND BACKGROUND

This memorandum analyzes and reconciles the key provisions of the Wyndmere Education Trust ("WET") Outside Counsel Guidelines & Billing Policies, version 4.2, effective July 1, 2025 (the "WET OGG" or the "Guidelines"), against Calderwood & Harkness LLP's ("C&H" or the "Firm") standard engagement terms and billing practices. The purpose of this analysis is to identify each material OGG provision, compare it to the Firm's existing policies and practices, document the reconciliation outcome, and recommend any necessary action items in advance of finalizing the engagement letter for this matter.

WET is a Delaware nonprofit corporation (EIN 84-3291076), tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. WET is headquartered at 1400 Brandywine Boulevard, Suite 300, Wilmington, Delaware 19801. WET operates a network of twelve public charter schools across the states of Delaware, Pennsylvania, and New Jersey, serving approximately 8,400 students in grades K through 12, with an annual operating budget for Fiscal Year 2025 of approximately $112.4 million. As a nonprofit educational institution operating public charter schools, WET is subject to a range of federal and state regulatory requirements, including the Family Educational Rights and Privacy Act ("FERPA"), 20 U.S.C. § 1232g, and applicable state public employment relations statutes, both of which bear directly on the scope and conduct of the current engagement.

C&H has been engaged to represent WET in employment-law advisory and litigation matters arising from WET's faculty restructuring plan (the "Restructuring Plan"). The scope of the engagement encompasses three primary workstreams: (a) defense of an unfair labor practice charge filed by the Veltrano Federation of Educators, Local 1147, before the Delaware Public Employment Relations Board (Case No. PERB-2026-ULP-0041) (the "ULP Charge"); (b) multi-state employment law compliance advisory work related to the implementation of the Restructuring Plan across WET's operations in Delaware, Pennsylvania, and New Jersey, including analysis of applicable collective bargaining obligations, state-specific termination and layoff notice requirements, and compliance with applicable anti-discrimination statutes; and (c) anticipated individual wrongful-termination claims that may be filed by affected faculty members in state or federal court or before administrative agencies. Given the breadth and sensitivity of the engagement, strict adherence to WET's outside counsel guidelines is both a contractual and client-relationship imperative.

The engagement was formally opened in C&H's matter management system on February 10, 2026. The draft engagement letter is currently under preparation and is targeted for execution by both parties no later than February 21, 2026. WET's General Counsel, Priya Anand-Desai, Esq., provided the WET OGG v.4.2 to Joel Strauss on February 7, 2026, and has expressly required that the engagement letter either incorporate or conform to the OGG's provisions in all material respects. Ms. Anand-Desai has indicated that WET considers compliance with the OGG to be a condition precedent to the commencement of substantive legal work, and that invoices submitted in a manner inconsistent with the OGG may be rejected or reduced without further negotiation.

This memorandum identifies each material OGG provision, compares it to C&H's standard practice, notes the reconciliation outcome, and recommends the appropriate course of action for each. Where reconciliation required negotiation or agreement between the parties, the agreed-upon resolution is documented below. The memorandum is organized to facilitate review by the responsible and billing partners, and to serve as a reference document for the engagement team and for the Firm's New Business Intake records.

II. SUMMARY OF RECONCILIATION FINDINGS

The reconciliation analysis identified nine principal areas of comparison between the WET OGG v.4.2 and C&H's standard engagement terms and billing practices. The results of the reconciliation are summarized below, with detailed analysis provided in Section III of this memorandum.

1. Rate Caps and Negotiated Rate Structure (OGG §§ 3.1–3.4): Reconciled — negotiated rates for all engagement team members fall within WET OGG rate caps.

2. Blended Effective Rate Calculation: Calculated at $476.50 per hour for internal budgeting and quarterly budget-to-actual reporting purposes. No conflict; this is an internal metric not governed by the OGG.

3. Billing Format — LEDES 1998B (OGG § 5.1): No conflict — C&H uses LEDES 1998B natively.

4. Invoice Submission Timing (OGG § 5.2): Reconciled — C&H has agreed to accelerate its standard 45-day submission window to the WET-required 30-day window.

5. Staffing Approval — Prior Written Consent for New Timekeepers (OGG § 4.1): Reconciled — C&H accepts WET's prior-written-approval requirement.

6. Travel and Expense Reimbursement Caps (OGG § 6.1): Reconciled — C&H accepts WET's coach-airfare and $225/night lodging caps, as well as the pre-approval threshold for travel exceeding $500.

7. Diversity Staffing Reports (OGG § 7.1): Reconciled — C&H accepts the semi-annual diversity reporting requirement.

8. FERPA Data Handling Standards and Data Protection Addendum (OGG § 8.1): Reconciled — C&H's Chief Information Security Officer has confirmed compliance with all requirements; the Data Protection Addendum will be executed as an exhibit to the engagement letter.

9. Document Retention — Post-Matter Retention Period (OGG § 9.1): No conflict — C&H's standard 10-year retention period exceeds WET's 7-year requirement.

Overall Recommendation: The Firm should accept all WET OGG v.4.2 terms, with the negotiated rate schedule as set forth in Section III.A.3 below. No material provisions require a client-side concession or waiver of C&H standard terms that cannot be reasonably accommodated. The reconciliation outcomes represent commercially reasonable accommodations that are consistent with the Firm's practices for institutional nonprofit clients and educational sector engagements. The engagement letter should be finalized and circulated for execution in accordance with the February 21, 2026 target date.

III. DETAILED RECONCILIATION ANALYSIS

III.A. Rate Caps and Negotiated Rate Structure (OGG §§ 3.1–3.4)

III.A.1. WET OGG Rate Caps. The WET OGG v.4.2 establishes firm rate caps for all outside counsel engaged by WET. Pursuant to Sections 3.1 and 3.2 of the Guidelines, partner billing rates are capped at $725.00 per hour, and associate billing rates are capped at $450.00 per hour. The Guidelines specify that these caps apply uniformly to all outside law firms retained by WET and that they are non-negotiable. Section 3.3 of the OGG further provides that WET reserves the right to reject any invoice line item billed at a rate exceeding the applicable cap, without obligation to pay the excess amount or to notify outside counsel prior to such rejection. Section 3.4 states that rate increases are permitted only on an annual basis, effective as of July 1 of each year, and must be pre-approved by WET's General Counsel in writing at least 60 days before the proposed effective date.

These rate caps reflect WET's status as a nonprofit educational institution operating on a fixed annual budget and are consistent with the rate cap structures employed by other large nonprofit institutional clients of the Firm. The caps are within the range of rate structures that the Firm has accepted for comparable institutional clients in the education and healthcare nonprofit sectors.

III.A.2. C&H 2026 Standard Rack Rates. The C&H standard 2026 rack rates for the individuals currently assigned or proposed for assignment to the WET engagement are as follows:

As reflected in the table above, the standard rack rates for Miriam Calloway ($895/hr) and Joel Strauss ($850/hr) each exceed the WET partner cap of $725.00 per hour by significant margins ($170/hr and $125/hr, respectively). The standard rack rate for Nadia Petrov ($525/hr) exceeds the WET associate cap of $450.00 per hour by $75/hr. James Underwood's standard rack rate of $415/hr is within the associate cap and does not require adjustment to satisfy the OGG requirement, though a modest discount has been applied as described below.

III.A.3. Negotiated Rates. Following discussions between Joel Strauss and Priya Anand-Desai conducted by telephone and email between February 11 and February 14, 2026, the following negotiated rates have been agreed upon for the WET engagement:

All negotiated rates fall within the applicable WET OGG rate caps. The partner rates for both Calloway and Strauss ($710/hr) are $15 below the $725 partner cap, providing a modest buffer against any future dispute regarding rate compliance. Petrov's negotiated rate of $440/hr is $10 below the $450 associate cap. Underwood's negotiated rate of $390/hr is $60 below the associate cap and reflects a courtesy discount extended in recognition of the overall client relationship. The negotiated rates represent blended discounts ranging from 6.0% to 20.7% off standard rack rates, with a weighted average discount of approximately 15.5% based on estimated hours allocation.

Ms. Anand-Desai has confirmed via email dated February 14, 2026, that the negotiated rates are acceptable to WET and may be incorporated into the engagement letter. A copy of Ms. Anand-Desai's email approval is maintained in the engagement file.

III.A.4. Reconciliation Status. Reconciled. The negotiated rates for all engagement team members conform to the WET OGG rate caps. No further action is required with respect to rate structure. The negotiated rate schedule will be attached as an exhibit to the engagement letter (see Attachment B). The engagement team should be advised that any rate adjustments, including standard annual rate increases, must comply with the OGG Section 3.4 procedure, which requires written pre-approval from WET's General Counsel at least 60 days before the proposed effective date. The earliest potential rate increase for this engagement would be effective July 1, 2027, and a request would need to be submitted to WET no later than May 1, 2027.

III.B. Blended Effective Rate Calculation

To facilitate internal budgeting and the quarterly budget-to-actual reporting required by WET, we have calculated the blended effective rate for the engagement team based on the estimated hours allocation for the engagement. The estimated allocation reflects the anticipated distribution of work across the four timekeepers, taking into account the expected mix of partner supervision, associate-level legal research, drafting, and hearing preparation:

The blended effective rate is calculated as follows:

(0.10 × $710.00) + (0.10 × $710.00) + (0.45 × $440.00) + (0.35 × $390.00)

= $71.00 + $71.00 + $198.00 + $136.50

= $476.50 per hour

This blended rate will be used for internal budgeting purposes and for the quarterly budget-to-actual reporting that C&H will provide to WET pursuant to the OGG and the engagement letter. It is important to note that the blended rate is not a contractual rate; actual billings will be calculated at the individual negotiated rates set forth in Section III.A.3 above. The blended rate is an estimate and will fluctuate as the actual distribution of hours varies from the estimated allocation.

The Year 1 fee budget for the engagement is $350,000. This budget encompasses two primary phases: (a) the advisory phase, with an estimated fee range of $75,000 to $100,000, covering the multi-state employment law compliance review, collective bargaining obligation analysis, and preparation of advisory memoranda for WET's leadership team; and (b) the litigation phase, with an estimated fee range of $200,000 to $275,000, covering the defense of the ULP Charge, pre-hearing discovery and motion practice, hearing preparation and representation, and the anticipated defense of individual wrongful-termination claims. The total Year 1 fees may not exceed $350,000 absent prior written approval from General Counsel Priya Anand-Desai specifically. The engagement letter will specify that budget approval authority resides with Ms. Anand-Desai personally, and not with any other WET officer or employee, in accordance with WET's internal governance protocols.

At the blended effective rate of $476.50 per hour, the $350,000 Year 1 budget supports approximately 734.5 hours of total engagement team time. This hours estimate is consistent with the anticipated scope and complexity of the three workstreams and provides a reasonable margin for contingencies. Should the actual hours allocation shift materially toward more partner-intensive work (which would increase the effective blended rate), the total available hours within the budget would decrease accordingly, and the engagement team should be alert to this dynamic when managing the budget.

III.C. Billing Format — LEDES 1998B

WET OGG Requirement (OGG § 5.1): All invoices submitted by outside counsel must be in LEDES (Legal Electronic Data Exchange Standard) 1998B electronic billing format. The Guidelines specify that invoices submitted in any other format will not be processed and will be returned to outside counsel for resubmission in the required format. The OGG further requires that all LEDES task codes and activity codes used in invoices conform to the UTBMS (Uniform Task-Based Management System) code set, and that each time entry include a valid task code, activity code, and narrative description of the work performed.

C&H Standard Practice: C&H uses the LEDES 1998B electronic billing format natively across its billing platform (Halcyon Data Systems, version 11.3) for all client engagements. The Firm's billing system generates LEDES-compliant invoice files as a standard output, and the billing department has extensive experience preparing and submitting invoices in this format to institutional clients that utilize electronic billing review platforms, including Stonefield Data Systems, Brightwater Health IT, and Brightmoor Solutions. C&H's time entry protocols require all timekeepers to include UTBMS task and activity codes with each time entry, and the billing system validates code compliance prior to invoice generation.

Reconciliation Status: No conflict. C&H's billing system is fully compliant with the WET OGG's LEDES 1998B requirement. No system modifications, format conversions, custom configurations, or manual workarounds are needed to meet this requirement. The engagement team should continue to follow C&H's standard time entry protocols, which already satisfy the task code, activity code, and narrative description requirements specified in the OGG.

III.D. Invoice Submission Timing

WET OGG Requirement (OGG § 5.2): All invoices must be submitted to WET within 30 calendar days of the end of the month for the applicable billing period. The Guidelines state that invoices submitted beyond the 30-day window may be rejected at WET's discretion, and that WET will not be obligated to pay for time entries on invoices submitted more than 60 days after the close of the applicable billing period.

C&H Standard Practice: C&H's standard invoice cycle targets submission of monthly invoices within 45 calendar days of month-end. This timeline reflects the Firm's internal processes for time entry review, partner billing review, narrative editing, pre-bill preparation, and final invoice generation. The 45-day cycle is designed to ensure thoroughness and accuracy in the billing process, but it exceeds the WET OGG's 30-day requirement by 15 days.

Reconciliation: C&H has agreed to accelerate the invoice submission timeline from 45 calendar days to 30 calendar days for this engagement. Joel Strauss has coordinated with the C&H billing department, specifically with Andrea Markham, Senior Billing Coordinator, to ensure that time entries for matter 1040-00001 are flagged for priority processing during the end-of-month close cycle. The following internal procedures will be implemented for this matter:

(a) All engagement team members will submit their time entries for the applicable month within 10 calendar days of month-end, rather than the standard 15-day deadline;

(b) Pre-bills for the matter will be generated by the billing department within 5 business days after the time entry submission deadline;

(d) Final invoices will be generated and submitted to WET no later than the 30th calendar day following month-end.

This accelerated timeline is achievable given the size and composition of the engagement team (four timekeepers) and the Firm's existing billing infrastructure. Joel Strauss has confirmed that the accelerated schedule will not compromise the quality or accuracy of the billing review process.

Reconciliation Status: Reconciled. C&H accepts the WET OGG's 30-day invoice submission requirement. The engagement team has been instructed to adhere to the accelerated time entry submission deadline of 10 calendar days post-month-end. Non-compliance with the internal time entry deadline will be escalated to the responsible partner for follow-up.

III.E. Staffing Approval — Prior Written Consent for New Timekeepers

WET OGG Requirement (OGG § 4.1): WET requires prior written approval from the General Counsel before any new timekeeper is assigned to a WET matter and begins billing time. Section 4.1 of the Guidelines specifies that the approval request must include the following information for each proposed timekeeper: (i) full name; (ii) title and position within the firm; (iii) practice group or department; (iv) state bar admissions and dates of admission; (v) years of relevant experience, including experience specific to the subject matter of the engagement; and (vi) proposed billing rate. The OGG states that WET will endeavor to respond to staffing approval requests within 5 business days but reserves the right to deny the addition of any timekeeper for any reason or no reason. Time billed by a timekeeper who has not received prior written approval from the General Counsel will not be paid.

C&H Standard Practice: Under C&H's standard engagement terms, the responsible partner retains discretion to assign additional attorneys and professional staff to a matter as the responsible partner deems necessary to provide competent and efficient legal services. C&H's standard practice is to notify the client of significant staffing changes but does not require prior written client approval before a new timekeeper begins work on a matter.

Reconciliation: C&H has agreed to adopt WET's prior-written-approval requirement for this engagement. The following procedures will be implemented:

(a) Any proposed addition of a timekeeper to matter 1040-00001 — whether attorney, paralegal, or other professional staff — will be submitted to Priya Anand-Desai for written approval before the individual begins billing time to the matter;

(b) The submission will include all information required by OGG § 4.1, formatted in a standardized staffing approval request template that will be prepared by Nadia Petrov and maintained in the matter file;

(c) No time will be entered to the matter by any timekeeper who has not received written approval from Ms. Anand-Desai; and

(d) Miriam Calloway, as responsible partner, will be the final internal approval authority before any staffing request is submitted to WET.

This requirement may introduce a short delay when urgent staffing needs arise, such as the need to add a subject-matter specialist for a hearing on expedited notice. In such circumstances, the engagement team should contact Ms. Anand-Desai immediately to request expedited approval and should document the request and response in the matter file. The engagement letter will incorporate this obligation explicitly.

Reconciliation Status: Reconciled. C&H accepts WET's prior-written-approval requirement for new timekeepers. Miriam Calloway, as responsible partner, will ensure compliance with this requirement for the duration of the engagement.

III.F. Travel and Expense Reimbursement Caps

WET OGG Requirement (OGG § 6.1): Reimbursable travel expenses are subject to the following caps and conditions: (i) all airfare must be booked at coach class, regardless of flight duration; (ii) lodging expenses are capped at $225 per night, inclusive of taxes and resort fees, if any; (iii) pre-approval from WET's General Counsel or her designee is required for any travel with an estimated total cost exceeding $500 (including transportation, lodging, meals, and incidentals); and (iv) itemized receipts must be submitted for all reimbursable expenses, without exception. The OGG further specifies that the following categories of expenses are non-reimbursable: first-class or business-class airfare upgrades, minibar charges, in-room entertainment, alcohol, and any other expense that WET determines, in its sole discretion, to be unreasonable or unnecessary. Meals during travel are subject to a per diem cap of $75, and tips in excess of 20% of the pre-tax bill are non-reimbursable.

C&H Standard Practice: C&H's standard expense policy does not cap lodging rates and permits business-class airfare for flights exceeding four hours in duration. The Firm's policy requires receipt documentation for individual expenses exceeding $75, but does not require receipts for smaller incidental charges. C&H does not have a standard pre-approval requirement for travel expenses, as attorneys are expected to exercise professional judgment in incurring reasonable and necessary travel costs.

Reconciliation: C&H has agreed to conform to WET's travel and expense policies for this engagement. All air travel related to the WET engagement will be booked at coach-class rates, and lodging will be capped at $225 per night. Pre-approval for travel exceeding $500 in estimated total cost will be sought from Priya Anand-Desai or her designee prior to the travel date. Itemized receipts will be submitted for all reimbursable expenses, including those below $75.

As a practical matter, the travel expense provisions are unlikely to present a significant operational burden for this engagement. The matters at issue involve proceedings and compliance work in Delaware, Pennsylvania, and New Jersey — all states within the Firm's Mid-Atlantic footprint. Most travel will consist of ground transportation between C&H's Philadelphia office (1600 Market Street, Suite 3600), C&H's Wilmington office (1201 North Market Street, Suite 1400), and WET's headquarters and school locations. The Delaware Public Employment Relations Board hearing facility is located in Dover, Delaware, approximately 75 miles from Wilmington, and will likely require same-day or overnight travel for hearing dates. Lodging in the Dover, Delaware area is readily available within the $225/night cap.

In the event that airfare becomes relevant (e.g., for travel to WET's New Jersey school locations from a starting point outside the Philadelphia/Wilmington corridor, or for attendance at a conference or deposition in a remote location), the engagement team will adhere to the coach-class requirement.

Reconciliation Status: Reconciled. C&H accepts WET's travel and expense caps and pre-approval requirements. The engagement team has been informed of these restrictions and has been provided with a copy of the applicable OGG provisions for reference. All expense reports for this matter will be reviewed by Joel Strauss or his designee for OGG compliance prior to inclusion on invoices.

III.G. Diversity Staffing Reports

WET OGG Requirement (OGG § 7.1): Outside counsel must provide semi-annual diversity staffing reports detailing the demographic composition of the engagement team during the applicable reporting period. The reports must include the following data for each attorney and professional staff member who billed time to WET matters during the reporting period: (i) name; (ii) title; (iii) gender identity; (iv) race and ethnicity; (v) LGBTQ+ identification (to the extent voluntarily self-reported); (vi) disability status (to the extent voluntarily self-reported); and (vii) total hours billed to WET matters during the reporting period. The reports are due within 30 calendar days of the end of each semi-annual period — specifically, by January 30 (for the July 1 through December 31 period) and by July 30 (for the January 1 through June 30 period) of each year. The OGG states that WET is committed to retaining outside counsel teams that reflect the diversity of the communities WET serves, and that diversity staffing data will be considered in future retention decisions.

C&H Standard Practice: C&H tracks attorney demographic data on a firmwide basis through its Diversity & Inclusion Office, which maintains confidential self-reported demographic profiles for all attorneys and professional staff. The Firm provides diversity metrics and staffing reports to clients upon request as part of its commitment to transparency and accountability in diversity, equity, and inclusion. However, C&H does not issue automatic semi-annual diversity reports absent a specific client obligation or request.

Reconciliation: C&H has agreed to provide semi-annual diversity staffing reports for the WET engagement in accordance with the OGG's specifications. The first report will be due by July 30, 2026, covering the period from the engagement's inception (February 10, 2026) through June 30, 2026. Subsequent reports will follow the standard semi-annual cycle specified in the OGG.

C&H's Diversity & Inclusion Office, under the direction of Managing Director Tamara Washington, will coordinate the preparation of each report using data from the Firm's existing demographic tracking system. All demographic data included in the reports will be based on voluntary self-reporting by attorneys and professional staff, consistent with C&H's existing data collection practices and applicable privacy considerations. Joel Strauss, as billing partner, will be responsible for timely submission of the reports to WET.

Given the current engagement team's composition of four timekeepers, the reporting obligation is straightforward. Should the team expand (subject to the staffing approval procedure described in Section III.E above), demographic data for new timekeepers will be incorporated into subsequent reports.

Reconciliation Status: Reconciled. C&H accepts WET's semi-annual diversity staffing reporting requirement. The first report deadline (July 30, 2026) has been calendared by the engagement team.

III.H. FERPA Data Handling Standards and Data Protection Addendum

WET OGG Requirement (OGG § 8.1): Due to the nature of WET's operations as a K–12 charter school network, student education records protected by the Family Educational Rights and Privacy Act ("FERPA"), 20 U.S.C. § 1232g, and the implementing regulations at 34 C.F.R. Part 99, may be implicated in the course of outside counsel's representation of WET. This is particularly likely in the context of the current engagement, where faculty restructuring may involve review of personnel files that contain references to student information, student disciplinary records, special education documentation, or other records that constitute "education records" within the meaning of FERPA.

The WET OGG requires all outside counsel to comply with FERPA data handling standards applicable to "school officials" with "legitimate educational interests" as those terms are defined under 34 C.F.R. § 99.31(a)(1). The OGG further requires all outside counsel to execute WET's Data Protection Addendum (the "DPA") prior to receiving any student records or personally identifiable information ("PII") from education records. The DPA specifies minimum technical, administrative, and physical safeguards that outside counsel must implement, including but not limited to:

(a) encryption of data at rest and in transit using AES-256 or equivalent encryption standards;

(b) role-based access controls limiting access to FERPA-protected data to authorized personnel with a legitimate need to access such data for the purposes of the engagement;

(c) incident response and breach notification procedures, including a requirement to notify WET within 24 hours of discovery of any actual or suspected breach involving FERPA-protected data;

(d) prohibition on storage of FERPA-protected data on unencrypted portable devices, personal devices, or cloud storage services not approved by WET;

(e) annual security awareness training for all personnel with access to FERPA-protected data; and

(f) data return and destruction obligations upon the conclusion of the matter, including certification of destruction in accordance with NIST SP 800-88 standards.

C&H Standard Practice: C&H maintains robust information security protocols consistent with industry best practices for large law firms handling sensitive client data. The Firm's information security program is overseen by Chief Information Security Officer Patricia Hwang, CISSP, and includes enterprise-wide encryption of data at rest and in transit, multi-factor authentication, role-based access controls, comprehensive incident response and breach notification procedures, regular penetration testing and vulnerability assessments, and annual security awareness training for all personnel. However, C&H does not maintain a standard FERPA-specific data handling addendum or protocol, as FERPA compliance has not historically been implicated in the Firm's representations. The Firm's existing security infrastructure was designed to protect client confidential information, attorney-client privileged materials, and other sensitive data, but has not been specifically tested against FERPA's regulatory requirements.

Reconciliation: Patricia Hwang has reviewed WET's Data Protection Addendum in its entirety and has provided a written confirmation (see Attachment D) that C&H's existing information security infrastructure meets or exceeds all requirements specified in the DPA. Specifically, Ms. Hwang has confirmed the following:

(a) Encryption: C&H employs AES-256 encryption for all data at rest on Firm servers and endpoints, and TLS 1.3 encryption for all data in transit. These standards meet or exceed the DPA's requirements.

(b) Access Controls: C&H's matter-level access control system (implemented through the Firm's document management system, Greaves Data Systems) permits the responsible partner to restrict access to matter files to designated personnel. Role-based access controls will be configured for matter 1040-00001 to limit access to FERPA-protected data to approved engagement team members only.

(c) Incident Response and Breach Notification: C&H's incident response plan includes a 24-hour internal escalation timeline and a commitment to notify affected clients within 48 hours of confirmed breach. The DPA requires 24-hour notification to WET. Ms. Hwang has confirmed that the Firm can accommodate the accelerated 24-hour client notification requirement for this engagement and will update the matter-specific incident response protocol accordingly.

(d) Portable Device and Cloud Storage Restrictions: C&H's existing policy prohibits storage of client confidential data on unencrypted portable devices. Cloud storage is limited to Firm-approved platforms (Westvale Health IT). These controls satisfy the DPA's requirements.

(e) Security Awareness Training: All C&H personnel complete annual information security awareness training, which includes modules on handling sensitive and regulated data. Ms. Hwang will arrange a supplemental FERPA-specific briefing for the WET engagement team within 30 days of engagement letter execution.

(f) Data Return and Destruction: C&H's standard data destruction procedures conform to NIST SP 800-88 standards. Upon matter conclusion, FERPA-protected data will be returned to WET or destroyed in accordance with WET's protocols, with written certification of destruction provided as required by the DPA.

The Data Protection Addendum will be executed as an exhibit to the engagement letter. The signatories on behalf of the respective parties will be Miriam Calloway (for C&H) and Priya Anand-Desai (for WET). Ms. Hwang has authorized the execution of the DPA.

Additionally, Ms. Anand-Desai has requested that the body of the engagement letter itself contain an explicit reference to C&H's FERPA compliance obligation, and that this reference not be limited to the DPA exhibit alone. Ms. Anand-Desai has expressed WET's preference that the FERPA obligation be stated prominently in the operative provisions of the engagement letter so that it is clearly understood by all parties as a material term of the engagement. This cross-reference will be included in the final engagement letter, in a section titled "Data Protection and FERPA Compliance" or similar heading, as mutually agreed by the parties.

Reconciliation Status: Reconciled. C&H's information security infrastructure is compliant with all requirements set forth in the WET Data Protection Addendum. The DPA will be executed concurrently with the engagement letter. The supplemental FERPA briefing for the engagement team will be scheduled upon engagement letter execution.

III.I. Document Retention — Post-Matter Retention Period

WET OGG Requirement (OGG § 9.1): The WET OGG mandates a minimum 7-year post-matter document retention period for all files and records related to WET engagements. The term "files and records" is defined broadly in the OGG to include paper and electronic documents, correspondence, pleadings, discovery materials, work product, research memoranda, and any other materials created or received in connection with the engagement. At the expiration of the 7-year retention period, outside counsel must either (i) return all files and records to WET, or (ii) destroy them in accordance with WET's destruction protocols, which require the use of a certified document destruction vendor and the provision of a written certification of destruction (including a description of the materials destroyed and the date and method of destruction) to WET's General Counsel within 30 days of destruction. The choice between return and destruction is at WET's election, and outside counsel must contact WET's General Counsel at least 90 days before the expiration of the retention period to obtain WET's instructions.

C&H Standard Practice: C&H's standard document retention policy, as set forth in the Firm's Records Management Policy (revised January 2024), requires a 10-year post-matter retention period for all client files and engagement records. At the expiration of the 10-year period, the Firm contacts the client to determine whether the client wishes to receive the files or authorizes destruction. If the client does not respond within 60 days of the Firm's notification, the Firm proceeds with destruction in accordance with its standard destruction protocols, which include the use of a certified destruction vendor and the retention of destruction records for audit purposes.

Reconciliation: C&H's standard 10-year post-matter retention period exceeds WET's 7-year requirement by three years. There is no conflict between the two policies. C&H will retain WET engagement files for a minimum of 7 years post-matter in compliance with the WET OGG, and will apply C&H's own 10-year standard unless WET requests earlier return or destruction after the expiration of the 7-year minimum period.

Upon WET's request at any point after the 7-year post-matter anniversary, C&H will return or destroy files in accordance with WET's destruction protocols and will provide written certification of destruction as required by the OGG. If WET does not make such a request, C&H will retain the files until the expiration of its own 10-year retention period and will then contact WET for instructions in accordance with both the OGG and C&H's standard policy.

The engagement letter will reference the 7-year minimum retention period as the governing contractual standard, consistent with the OGG, while preserving C&H's right to retain files for its own 10-year standard in the absence of an earlier WET request for return or destruction.

Reconciliation Status: No conflict. C&H's standard document retention policy exceeds the WET OGG requirement. No affirmative reconciliation action is needed. The engagement letter will reference the 7-year minimum post-matter retention period.

IV. ADDITIONAL OGG PROVISIONS REVIEWED (NO RECONCILIATION REQUIRED)

In addition to the nine principal areas of reconciliation analyzed in Section III above, the following OGG provisions were reviewed and determined to require no reconciliation, as C&H's standard practices are either consistent with or already encompass the WET requirements.

IV.A. Fee Budget and Budget-to-Actual Reporting

WET has established a Year 1 fee budget of $350,000 for the engagement, as described in Section III.B above. The WET OGG requires outside counsel to provide quarterly budget-to-actual reports reflecting fees incurred to date, fees invoiced to date, and a comparison of actual fees against the approved budget on both a quarterly and cumulative basis. The reports must include a narrative explanation of any material variances (defined as deviations of 10% or more from the quarterly budget allocation) and a forecast of anticipated fees for the remainder of the budget period.

C&H has agreed to provide quarterly budget-to-actual reports for the WET engagement. Priya Anand-Desai has specifically requested that the quarterly reports be delivered within 15 business days of each quarter-end (i.e., within 15 business days of March 31, June 30, September 30, and December 31 of each year). C&H has agreed to this timeline. Joel Strauss, as billing partner, will be responsible for the preparation and timely submission of these reports. The first quarterly report will cover the period from engagement inception (February 10, 2026) through March 31, 2026, and will be due by approximately April 22, 2026.

The $350,000 not-to-exceed ("NTE") cap may not be exceeded without prior written approval from Priya Anand-Desai, in her capacity as WET's General Counsel. The OGG and Ms. Anand-Desai have specified that this approval authority resides with Ms. Anand-Desai personally and may not be exercised by any other WET officer, director, or employee, including WET's Chief Financial Officer or Chief Executive Officer. The engagement letter will expressly reflect this specific approval authority. In the event that the engagement team anticipates that fees will approach the NTE cap, Joel Strauss will notify Ms. Anand-Desai promptly and in writing, with a detailed explanation of the circumstances driving the potential overrun and a revised budget estimate for the remainder of the engagement.

IV.B. Initial Retainer

WET has agreed to provide an initial retainer of $25,000, to be held in C&H's client trust account (IOLTA) and applied against the final invoice issued in connection with the engagement. The retainer will be deposited upon execution of the engagement letter and will earn interest for the benefit of the Delaware IOLTA program in accordance with applicable rules. This retainer arrangement is consistent with C&H's standard practice for engagements of this scope and does not conflict with any WET OGG provision. The OGG does not address retainers specifically, and Ms. Anand-Desai has confirmed that the retainer arrangement is acceptable to WET's Finance Office.

IV.C. Payment Terms

Invoices are payable net 30 calendar days from the invoice date. This payment term is consistent with both the WET OGG and C&H's standard engagement terms. No reconciliation is needed. The OGG specifies that payment will be made by electronic funds transfer (ACH or wire transfer) to C&H's designated account, and C&H will provide banking details in the engagement letter or a separate payment instruction form.

V. RECONCILIATION SUMMARY TABLE

The following table summarizes the reconciliation outcomes for all principal OGG provisions analyzed in this memorandum:

VI. RECOMMENDATION

Based on the foregoing analysis, the following actions are recommended:

1. Acceptance of OGG Terms. C&H should accept all WET OGG v.4.2 provisions as reconciled in this memorandum. No provision identified in the OGG poses an unacceptable business, operational, or ethical burden on the Firm or the engagement team. The reconciliation outcomes are consistent with accommodations that C&H routinely makes for institutional nonprofit clients and are within the range of terms accepted by the Firm for comparable engagements.

2. Engagement Letter — Rate Schedule Exhibit. The negotiated rate schedule (Calloway: $710/hr; Strauss: $710/hr; Petrov: $440/hr; Underwood: $390/hr) should be formalized and attached as an exhibit to the engagement letter. The exhibit should specify that the rates are effective for the period from the engagement's inception through June 30, 2026, and that any subsequent rate adjustments are subject to the OGG § 3.4 annual rate increase procedure.

3. Data Protection Addendum. The WET Data Protection Addendum should be executed as a separate exhibit to the engagement letter, concurrently with the main agreement. Miriam Calloway will execute the DPA on behalf of C&H, and Priya Anand-Desai will execute on behalf of WET. The supplemental FERPA security briefing for the engagement team should be scheduled within 30 days of engagement letter execution.

4. Engagement Letter — Express References. The body of the engagement letter should incorporate express references to the following obligations, which should not be relegated solely to attachments or incorporated-by-reference provisions:

(i) C&H's FERPA compliance obligation, including a cross-reference to the Data Protection Addendum;

(ii) the 30-day invoice submission cycle;

(iii) the prior-written-approval requirement for the addition of new timekeepers;

(iv) the travel and expense reimbursement caps, including the coach-airfare requirement, the $225/night lodging cap, and the $500 pre-approval threshold;

(v) the semi-annual diversity staffing reporting obligation, including the January 30 and July 30 deadlines; and

(vi) the quarterly budget-to-actual reporting obligation, with a 15-business-day delivery window following each quarter-end.

5. Engagement Team Communication. All reconciliation outcomes should be communicated to the full engagement team (Calloway, Strauss, Petrov, Underwood) promptly upon execution of the engagement letter. Relevant restrictions — including travel expense caps, the timekeeper approval requirement, the accelerated time entry deadline of 10 days post-month-end, and the invoice submission deadline of 30 days post-month-end — should be incorporated into the matter-opening instructions distributed to all timekeepers through the Firm's matter management system.

6. Matter File and New Business Intake Records. This memorandum should be filed in the matter file for matter 1040-00001 and a copy should be provided to Raymond Chu, Director of New Business Intake, for the Firm's new business records. A copy of the memorandum, together with the executed engagement letter and all exhibits, should also be retained in the Firm's central conflicts and engagement records system.

7. Execution Timeline. The engagement letter should be finalized for internal review by February 19, 2026, circulated to Priya Anand-Desai for WET review by February 20, 2026, and targeted for full execution by both parties no later than February 21, 2026, in accordance with the timeline agreed upon with Ms. Anand-Desai.

This memorandum is prepared for the internal use of Calderwood & Harkness LLP and is protected by the attorney-client privilege and the attorney work product doctrine. Distribution outside the Firm is not authorized without the express written consent of the responsible partner.

VII. ATTACHMENTS

The following documents are attached to this memorandum and incorporated by reference:

Attachment A: Wyndmere Education Trust — Outside Counsel Guidelines & Billing Policies, v.4.2 (effective July 1, 2025) (provided by WET General Counsel Priya Anand-Desai via email dated February 7, 2026)

Attachment B: Negotiated Rate Schedule and Year 1 Fee Budget (prepared by Joel Strauss, February 14, 2026)

Attachment C: Data Protection Addendum (draft, pending execution; provided by WET General Counsel Priya Anand-Desai via email dated February 7, 2026)

Attachment D: Confirmation of FERPA Compliance from Patricia Hwang, CISSP, Chief Information Security Officer, Calderwood & Harkness LLP (memorandum dated February 16, 2026)

Prepared by:

________________________________________

Nadia Petrov Lead Associate, Labor & Employment Practice Group Calderwood & Harkness LLP 1600 Market Street, Suite 3600 Philadelphia, PA 19103 nadia.petrov@calderwoodharkness.com (215) 555-0147

Date: February 18, 2026

Reviewed and Approved by:

________________________________________

Joel Strauss Billing Partner, Healthcare & Life Sciences Practice Group Calderwood & Harkness LLP 1600 Market Street, Suite 3600 Philadelphia, PA 19103 joel.strauss@calderwoodharkness.com (215) 555-0193

Date: ________

Timekeeper	Role	Office	Rate
Miriam Calloway	Responsible Partner, Healthcare & Life Sciences	Philadelphia	$895/hr
Joel Strauss	Billing Partner, Healthcare & Life Sciences	Philadelphia	$850/hr
Nadia Petrov	Lead Associate, Labor & Employment (5th year)	Philadelphia	$525/hr
James Underwood	Working Associate, Labor & Employment (3rd year)	Wilmington	$415/hr
Timekeeper	Rack Rate	Negotiated Rate	Discount ($)	Discount (%)	Within WET Cap?
Miriam Calloway	$895/hr	$710/hr	$185/hr	20.7%	Yes (Partner cap: $725)
Joel Strauss	$850/hr	$710/hr	$140/hr	16.5%	Yes (Partner cap: $725)
Nadia Petrov	$525/hr	$440/hr	$85/hr	16.2%	Yes (Associate cap: $450)
James Underwood	$415/hr	$390/hr	$25/hr	6.0%	Yes (Associate cap: $450)
Timekeeper	Negotiated Rate	Estimated % of Total Hours
Miriam Calloway	$710/hr	10%
Joel Strauss	$710/hr	10%
Nadia Petrov	$440/hr	45%
James Underwood	$390/hr	35%
#	OGG Provision	WET OGG Requirement	C&H Standard Practice	Reconciliation Outcome
1	Rate Caps (§§ 3.1–3.4)	Partner: $725/hr; Associate: $450/hr	Rack rates exceed caps (Partners: $850–$895; Lead Associate: $525)	Reconciled — Negotiated rates within caps
2	Blended Rate	N/A (internal budgeting metric)	N/A	Calculated at $476.50/hr for budgeting
3	Billing Format (§ 5.1)	LEDES 1998B required	LEDES 1998B used natively	No conflict
4	Invoice Timing (§ 5.2)	30 days post month-end	45 days post month-end	Reconciled — C&H accepts 30-day standard
5	Staffing Approval (§ 4.1)	Prior written approval for new timekeepers	Notice at firm discretion	Reconciled — C&H accepts prior approval requirement
6	Travel/Expenses (§ 6.1)	Coach airfare; $225/night lodging; $500 pre-approval threshold	No lodging cap; business-class >4 hrs; no pre-approval	Reconciled — C&H accepts WET caps and procedures
7	Diversity Reports (§ 7.1)	Semi-annual reports due Jan. 30 and Jul. 30	Provided on request only	Reconciled — C&H accepts semi-annual obligation
8	FERPA / Data Protection (§ 8.1)	FERPA compliance; Data Protection Addendum required	Standard infosec protocols; no FERPA-specific addendum	Reconciled — CISO confirmed compliance; DPA to be executed
9	Document Retention (§ 9.1)	7 years post-matter	10 years post-matter	No conflict — C&H standard exceeds WET requirement

MEMORANDUM
TO: Miriam Calloway, Responsible Partner; Joel Strauss, Billing Partner
FROM: Nadia Petrov, Lead Associate, Labor & Employment Practice Group
DATE: February 18, 2026
RE: Reconciliation of Wyndmere Education Trust Outside Counsel Guidelines & Billing Policies (v.4.2, effective July 1, 2025) with Calderwood & Harkness LLP Standard Engagement Terms
MATTER NO.: 1040-00001
CLIENT NO.: C-88214
STATUS: PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
REVIEWED BY: Joel Strauss, Billing Partner
I. PURPOSE AND BACKGROUND
This memorandum analyzes and reconciles the key provisions of the Wyndmere Education Trust ("WET") Outside Counsel Guidelines & Billing Policies, version 4.2, effective July 1, 2025 (the "WET OGG" or the "Guidelines"), against Calderwood & Harkness LLP's ("C&H" or the "Firm") standard engagement terms and billing practices. The purpose of this analysis is to identify each material OGG provision, compare it to the Firm's existing policies and practices, document the reconciliation outcome, and recommend any necessary action items in advance of finalizing the engagement letter for this matter.
WET is a Delaware nonprofit corporation (EIN 84-3291076), tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. WET is headquartered at 1400 Brandywine Boulevard, Suite 300, Wilmington, Delaware 19801. WET operates a network of twelve public charter schools across the states of Delaware, Pennsylvania, and New Jersey, serving approximately 8,400 students in grades K through 12, with an annual operating budget for Fiscal Year 2025 of approximately $112.4 million. As a nonprofit educational institution operating public charter schools, WET is subject to a range of federal and state regulatory requirements, including the Family Educational Rights and Privacy Act ("FERPA"), 20 U.S.C. § 1232g, and applicable state public employment relations statutes, both of which bear directly on the scope and conduct of the current engagement.
C&H has been engaged to represent WET in employment-law advisory and litigation matters arising from WET's faculty restructuring plan (the "Restructuring Plan"). The scope of the engagement encompasses three primary workstreams: (a) defense of an unfair labor practice charge filed by the Veltrano Federation of Educators, Local 1147, before the Delaware Public Employment Relations Board (Case No. PERB-2026-ULP-0041) (the "ULP Charge"); (b) multi-state employment law compliance advisory work related to the implementation of the Restructuring Plan across WET's operations in Delaware, Pennsylvania, and New Jersey, including analysis of applicable collective bargaining obligations, state-specific termination and layoff notice requirements, and compliance with applicable anti-discrimination statutes; and (c) anticipated individual wrongful-termination claims that may be filed by affected faculty members in state or federal court or before administrative agencies. Given the breadth and sensitivity of the engagement, strict adherence to WET's outside counsel guidelines is both a contractual and client-relationship imperative.
The engagement was formally opened in C&H's matter management system on February 10, 2026. The draft engagement letter is currently under preparation and is targeted for execution by both parties no later than February 21, 2026. WET's General Counsel, Priya Anand-Desai, Esq., provided the WET OGG v.4.2 to Joel Strauss on February 7, 2026, and has expressly required that the engagement letter either incorporate or conform to the OGG's provisions in all material respects. Ms. Anand-Desai has indicated that WET considers compliance with the OGG to be a condition precedent to the commencement of substantive legal work, and that invoices submitted in a manner inconsistent with the OGG may be rejected or reduced without further negotiation.
This memorandum identifies each material OGG provision, compares it to C&H's standard practice, notes the reconciliation outcome, and recommends the appropriate course of action for each. Where reconciliation required negotiation or agreement between the parties, the agreed-upon resolution is documented below. The memorandum is organized to facilitate review by the responsible and billing partners, and to serve as a reference document for the engagement team and for the Firm's New Business Intake records.
II. SUMMARY OF RECONCILIATION FINDINGS
The reconciliation analysis identified nine principal areas of comparison between the WET OGG v.4.2 and C&H's standard engagement terms and billing practices. The results of the reconciliation are summarized below, with detailed analysis provided in Section III of this memorandum.
1.  Rate Caps and Negotiated Rate Structure (OGG §§ 3.1–3.4): Reconciled — negotiated rates for all engagement team members fall within WET OGG rate caps.
2.  Blended Effective Rate Calculation: Calculated at $476.50 per hour for internal budgeting and quarterly budget-to-actual reporting purposes. No conflict; this is an internal metric not governed by the OGG.
3.  Billing Format — LEDES 1998B (OGG § 5.1): No conflict — C&H uses LEDES 1998B natively.
4.  Invoice Submission Timing (OGG § 5.2): Reconciled — C&H has agreed to accelerate its standard 45-day submission window to the WET-required 30-day window.
5.  Staffing Approval — Prior Written Consent for New Timekeepers (OGG § 4.1): Reconciled — C&H accepts WET's prior-written-approval requirement.
6.  Travel and Expense Reimbursement Caps (OGG § 6.1): Reconciled — C&H accepts WET's coach-airfare and $225/night lodging caps, as well as the pre-approval threshold for travel exceeding $500.
7.  Diversity Staffing Reports (OGG § 7.1): Reconciled — C&H accepts the semi-annual diversity reporting requirement.
8.  FERPA Data Handling Standards and Data Protection Addendum (OGG § 8.1): Reconciled — C&H's Chief Information Security Officer has confirmed compliance with all requirements; the Data Protection Addendum will be executed as an exhibit to the engagement letter.
9.  Document Retention — Post-Matter Retention Period (OGG § 9.1): No conflict — C&H's standard 10-year retention period exceeds WET's 7-year requirement.
Overall Recommendation: The Firm should accept all WET OGG v.4.2 terms, with the negotiated rate schedule as set forth in Section III.A.3 below. No material provisions require a client-side concession or waiver of C&H standard terms that cannot be reasonably accommodated. The reconciliation outcomes represent commercially reasonable accommodations that are consistent with the Firm's practices for institutional nonprofit clients and educational sector engagements. The engagement letter should be finalized and circulated for execution in accordance with the February 21, 2026 target date.
III. DETAILED RECONCILIATION ANALYSIS
III.A. Rate Caps and Negotiated Rate Structure (OGG §§ 3.1–3.4)
III.A.1. WET OGG Rate Caps.  The WET OGG v.4.2 establishes firm rate caps for all outside counsel engaged by WET. Pursuant to Sections 3.1 and 3.2 of the Guidelines, partner billing rates are capped at $725.00 per hour, and associate billing rates are capped at $450.00 per hour. The Guidelines specify that these caps apply uniformly to all outside law firms retained by WET and that they are non-negotiable. Section 3.3 of the OGG further provides that WET reserves the right to reject any invoice line item billed at a rate exceeding the applicable cap, without obligation to pay the excess amount or to notify outside counsel prior to such rejection. Section 3.4 states that rate increases are permitted only on an annual basis, effective as of July 1 of each year, and must be pre-approved by WET's General Counsel in writing at least 60 days before the proposed effective date.
These rate caps reflect WET's status as a nonprofit educational institution operating on a fixed annual budget and are consistent with the rate cap structures employed by other large nonprofit institutional clients of the Firm. The caps are within the range of rate structures that the Firm has accepted for comparable institutional clients in the education and healthcare nonprofit sectors.
III.A.2. C&H 2026 Standard Rack Rates.  The C&H standard 2026 rack rates for the individuals currently assigned or proposed for assignment to the WET engagement are as follows:
As reflected in the table above, the standard rack rates for Miriam Calloway ($895/hr) and Joel Strauss ($850/hr) each exceed the WET partner cap of $725.00 per hour by significant margins ($170/hr and $125/hr, respectively). The standard rack rate for Nadia Petrov ($525/hr) exceeds the WET associate cap of $450.00 per hour by $75/hr. James Underwood's standard rack rate of $415/hr is within the associate cap and does not require adjustment to satisfy the OGG requirement, though a modest discount has been applied as described below.
III.A.3. Negotiated Rates.  Following discussions between Joel Strauss and Priya Anand-Desai conducted by telephone and email between February 11 and February 14, 2026, the following negotiated rates have been agreed upon for the WET engagement:
All negotiated rates fall within the applicable WET OGG rate caps. The partner rates for both Calloway and Strauss ($710/hr) are $15 below the $725 partner cap, providing a modest buffer against any future dispute regarding rate compliance. Petrov's negotiated rate of $440/hr is $10 below the $450 associate cap. Underwood's negotiated rate of $390/hr is $60 below the associate cap and reflects a courtesy discount extended in recognition of the overall client relationship. The negotiated rates represent blended discounts ranging from 6.0% to 20.7% off standard rack rates, with a weighted average discount of approximately 15.5% based on estimated hours allocation.
Ms. Anand-Desai has confirmed via email dated February 14, 2026, that the negotiated rates are acceptable to WET and may be incorporated into the engagement letter. A copy of Ms. Anand-Desai's email approval is maintained in the engagement file.
III.A.4. Reconciliation Status.  Reconciled. The negotiated rates for all engagement team members conform to the WET OGG rate caps. No further action is required with respect to rate structure. The negotiated rate schedule will be attached as an exhibit to the engagement letter (see Attachment B). The engagement team should be advised that any rate adjustments, including standard annual rate increases, must comply with the OGG Section 3.4 procedure, which requires written pre-approval from WET's General Counsel at least 60 days before the proposed effective date. The earliest potential rate increase for this engagement would be effective July 1, 2027, and a request would need to be submitted to WET no later than May 1, 2027.
III.B. Blended Effective Rate Calculation
To facilitate internal budgeting and the quarterly budget-to-actual reporting required by WET, we have calculated the blended effective rate for the engagement team based on the estimated hours allocation for the engagement. The estimated allocation reflects the anticipated distribution of work across the four timekeepers, taking into account the expected mix of partner supervision, associate-level legal research, drafting, and hearing preparation:
The blended effective rate is calculated as follows:
(0.10 × $710.00) + (0.10 × $710.00) + (0.45 × $440.00) + (0.35 × $390.00)
= $71.00 + $71.00 + $198.00 + $136.50
= $476.50 per hour
This blended rate will be used for internal budgeting purposes and for the quarterly budget-to-actual reporting that C&H will provide to WET pursuant to the OGG and the engagement letter. It is important to note that the blended rate is not a contractual rate; actual billings will be calculated at the individual negotiated rates set forth in Section III.A.3 above. The blended rate is an estimate and will fluctuate as the actual distribution of hours varies from the estimated allocation.
The Year 1 fee budget for the engagement is $350,000. This budget encompasses two primary phases: (a) the advisory phase, with an estimated fee range of $75,000 to $100,000, covering the multi-state employment law compliance review, collective bargaining obligation analysis, and preparation of advisory memoranda for WET's leadership team; and (b) the litigation phase, with an estimated fee range of $200,000 to $275,000, covering the defense of the ULP Charge, pre-hearing discovery and motion practice, hearing preparation and representation, and the anticipated defense of individual wrongful-termination claims. The total Year 1 fees may not exceed $350,000 absent prior written approval from General Counsel Priya Anand-Desai specifically. The engagement letter will specify that budget approval authority resides with Ms. Anand-Desai personally, and not with any other WET officer or employee, in accordance with WET's internal governance protocols.
At the blended effective rate of $476.50 per hour, the $350,000 Year 1 budget supports approximately 734.5 hours of total engagement team time. This hours estimate is consistent with the anticipated scope and complexity of the three workstreams and provides a reasonable margin for contingencies. Should the actual hours allocation shift materially toward more partner-intensive work (which would increase the effective blended rate), the total available hours within the budget would decrease accordingly, and the engagement team should be alert to this dynamic when managing the budget.
III.C. Billing Format — LEDES 1998B
WET OGG Requirement (OGG § 5.1): All invoices submitted by outside counsel must be in LEDES (Legal Electronic Data Exchange Standard) 1998B electronic billing format. The Guidelines specify that invoices submitted in any other format will not be processed and will be returned to outside counsel for resubmission in the required format. The OGG further requires that all LEDES task codes and activity codes used in invoices conform to the UTBMS (Uniform Task-Based Management System) code set, and that each time entry include a valid task code, activity code, and narrative description of the work performed.
C&H Standard Practice: C&H uses the LEDES 1998B electronic billing format natively across its billing platform (Halcyon Data Systems, version 11.3) for all client engagements. The Firm's billing system generates LEDES-compliant invoice files as a standard output, and the billing department has extensive experience preparing and submitting invoices in this format to institutional clients that utilize electronic billing review platforms, including Stonefield Data Systems, Brightwater Health IT, and Brightmoor Solutions. C&H's time entry protocols require all timekeepers to include UTBMS task and activity codes with each time entry, and the billing system validates code compliance prior to invoice generation.
Reconciliation Status: No conflict. C&H's billing system is fully compliant with the WET OGG's LEDES 1998B requirement. No system modifications, format conversions, custom configurations, or manual workarounds are needed to meet this requirement. The engagement team should continue to follow C&H's standard time entry protocols, which already satisfy the task code, activity code, and narrative description requirements specified in the OGG.
III.D. Invoice Submission Timing
WET OGG Requirement (OGG § 5.2): All invoices must be submitted to WET within 30 calendar days of the end of the month for the applicable billing period. The Guidelines state that invoices submitted beyond the 30-day window may be rejected at WET's discretion, and that WET will not be obligated to pay for time entries on invoices submitted more than 60 days after the close of the applicable billing period.
C&H Standard Practice: C&H's standard invoice cycle targets submission of monthly invoices within 45 calendar days of month-end. This timeline reflects the Firm's internal processes for time entry review, partner billing review, narrative editing, pre-bill preparation, and final invoice generation. The 45-day cycle is designed to ensure thoroughness and accuracy in the billing process, but it exceeds the WET OGG's 30-day requirement by 15 days.
Reconciliation: C&H has agreed to accelerate the invoice submission timeline from 45 calendar days to 30 calendar days for this engagement. Joel Strauss has coordinated with the C&H billing department, specifically with Andrea Markham, Senior Billing Coordinator, to ensure that time entries for matter 1040-00001 are flagged for priority processing during the end-of-month close cycle. The following internal procedures will be implemented for this matter:
(a) All engagement team members will submit their time entries for the applicable month within 10 calendar days of month-end, rather than the standard 15-day deadline;
(b) Pre-bills for the matter will be generated by the billing department within 5 business days after the time entry submission deadline;
(c) Joel Strauss will complete partner billing review within 5 business days of pre-bill generation; and
(d) Final invoices will be generated and submitted to WET no later than the 30th calendar day following month-end.
This accelerated timeline is achievable given the size and composition of the engagement team (four timekeepers) and the Firm's existing billing infrastructure. Joel Strauss has confirmed that the accelerated schedule will not compromise the quality or accuracy of the billing review process.
Reconciliation Status: Reconciled. C&H accepts the WET OGG's 30-day invoice submission requirement. The engagement team has been instructed to adhere to the accelerated time entry submission deadline of 10 calendar days post-month-end. Non-compliance with the internal time entry deadline will be escalated to the responsible partner for follow-up.
III.E. Staffing Approval — Prior Written Consent for New Timekeepers
WET OGG Requirement (OGG § 4.1): WET requires prior written approval from the General Counsel before any new timekeeper is assigned to a WET matter and begins billing time. Section 4.1 of the Guidelines specifies that the approval request must include the following information for each proposed timekeeper: (i) full name; (ii) title and position within the firm; (iii) practice group or department; (iv) state bar admissions and dates of admission; (v) years of relevant experience, including experience specific to the subject matter of the engagement; and (vi) proposed billing rate. The OGG states that WET will endeavor to respond to staffing approval requests within 5 business days but reserves the right to deny the addition of any timekeeper for any reason or no reason. Time billed by a timekeeper who has not received prior written approval from the General Counsel will not be paid.
C&H Standard Practice: Under C&H's standard engagement terms, the responsible partner retains discretion to assign additional attorneys and professional staff to a matter as the responsible partner deems necessary to provide competent and efficient legal services. C&H's standard practice is to notify the client of significant staffing changes but does not require prior written client approval before a new timekeeper begins work on a matter.
Reconciliation: C&H has agreed to adopt WET's prior-written-approval requirement for this engagement. The following procedures will be implemented:
(a) Any proposed addition of a timekeeper to matter 1040-00001 — whether attorney, paralegal, or other professional staff — will be submitted to Priya Anand-Desai for written approval before the individual begins billing time to the matter;
(b) The submission will include all information required by OGG § 4.1, formatted in a standardized staffing approval request template that will be prepared by Nadia Petrov and maintained in the matter file;
(c) No time will be entered to the matter by any timekeeper who has not received written approval from Ms. Anand-Desai; and
(d) Miriam Calloway, as responsible partner, will be the final internal approval authority before any staffing request is submitted to WET.
This requirement may introduce a short delay when urgent staffing needs arise, such as the need to add a subject-matter specialist for a hearing on expedited notice. In such circumstances, the engagement team should contact Ms. Anand-Desai immediately to request expedited approval and should document the request and response in the matter file. The engagement letter will incorporate this obligation explicitly.
Reconciliation Status: Reconciled. C&H accepts WET's prior-written-approval requirement for new timekeepers. Miriam Calloway, as responsible partner, will ensure compliance with this requirement for the duration of the engagement.
III.F. Travel and Expense Reimbursement Caps
WET OGG Requirement (OGG § 6.1): Reimbursable travel expenses are subject to the following caps and conditions: (i) all airfare must be booked at coach class, regardless of flight duration; (ii) lodging expenses are capped at $225 per night, inclusive of taxes and resort fees, if any; (iii) pre-approval from WET's General Counsel or her designee is required for any travel with an estimated total cost exceeding $500 (including transportation, lodging, meals, and incidentals); and (iv) itemized receipts must be submitted for all reimbursable expenses, without exception. The OGG further specifies that the following categories of expenses are non-reimbursable: first-class or business-class airfare upgrades, minibar charges, in-room entertainment, alcohol, and any other expense that WET determines, in its sole discretion, to be unreasonable or unnecessary. Meals during travel are subject to a per diem cap of $75, and tips in excess of 20% of the pre-tax bill are non-reimbursable.
C&H Standard Practice: C&H's standard expense policy does not cap lodging rates and permits business-class airfare for flights exceeding four hours in duration. The Firm's policy requires receipt documentation for individual expenses exceeding $75, but does not require receipts for smaller incidental charges. C&H does not have a standard pre-approval requirement for travel expenses, as attorneys are expected to exercise professional judgment in incurring reasonable and necessary travel costs.
Reconciliation: C&H has agreed to conform to WET's travel and expense policies for this engagement. All air travel related to the WET engagement will be booked at coach-class rates, and lodging will be capped at $225 per night. Pre-approval for travel exceeding $500 in estimated total cost will be sought from Priya Anand-Desai or her designee prior to the travel date. Itemized receipts will be submitted for all reimbursable expenses, including those below $75.
As a practical matter, the travel expense provisions are unlikely to present a significant operational burden for this engagement. The matters at issue involve proceedings and compliance work in Delaware, Pennsylvania, and New Jersey — all states within the Firm's Mid-Atlantic footprint. Most travel will consist of ground transportation between C&H's Philadelphia office (1600 Market Street, Suite 3600), C&H's Wilmington office (1201 North Market Street, Suite 1400), and WET's headquarters and school locations. The Delaware Public Employment Relations Board hearing facility is located in Dover, Delaware, approximately 75 miles from Wilmington, and will likely require same-day or overnight travel for hearing dates. Lodging in the Dover, Delaware area is readily available within the $225/night cap.
In the event that airfare becomes relevant (e.g., for travel to WET's New Jersey school locations from a starting point outside the Philadelphia/Wilmington corridor, or for attendance at a conference or deposition in a remote location), the engagement team will adhere to the coach-class requirement.
Reconciliation Status: Reconciled. C&H accepts WET's travel and expense caps and pre-approval requirements. The engagement team has been informed of these restrictions and has been provided with a copy of the applicable OGG provisions for reference. All expense reports for this matter will be reviewed by Joel Strauss or his designee for OGG compliance prior to inclusion on invoices.
III.G. Diversity Staffing Reports
WET OGG Requirement (OGG § 7.1): Outside counsel must provide semi-annual diversity staffing reports detailing the demographic composition of the engagement team during the applicable reporting period. The reports must include the following data for each attorney and professional staff member who billed time to WET matters during the reporting period: (i) name; (ii) title; (iii) gender identity; (iv) race and ethnicity; (v) LGBTQ+ identification (to the extent voluntarily self-reported); (vi) disability status (to the extent voluntarily self-reported); and (vii) total hours billed to WET matters during the reporting period. The reports are due within 30 calendar days of the end of each semi-annual period — specifically, by January 30 (for the July 1 through December 31 period) and by July 30 (for the January 1 through June 30 period) of each year. The OGG states that WET is committed to retaining outside counsel teams that reflect the diversity of the communities WET serves, and that diversity staffing data will be considered in future retention decisions.
C&H Standard Practice: C&H tracks attorney demographic data on a firmwide basis through its Diversity & Inclusion Office, which maintains confidential self-reported demographic profiles for all attorneys and professional staff. The Firm provides diversity metrics and staffing reports to clients upon request as part of its commitment to transparency and accountability in diversity, equity, and inclusion. However, C&H does not issue automatic semi-annual diversity reports absent a specific client obligation or request.
Reconciliation: C&H has agreed to provide semi-annual diversity staffing reports for the WET engagement in accordance with the OGG's specifications. The first report will be due by July 30, 2026, covering the period from the engagement's inception (February 10, 2026) through June 30, 2026. Subsequent reports will follow the standard semi-annual cycle specified in the OGG.
C&H's Diversity & Inclusion Office, under the direction of Managing Director Tamara Washington, will coordinate the preparation of each report using data from the Firm's existing demographic tracking system. All demographic data included in the reports will be based on voluntary self-reporting by attorneys and professional staff, consistent with C&H's existing data collection practices and applicable privacy considerations. Joel Strauss, as billing partner, will be responsible for timely submission of the reports to WET.
Given the current engagement team's composition of four timekeepers, the reporting obligation is straightforward. Should the team expand (subject to the staffing approval procedure described in Section III.E above), demographic data for new timekeepers will be incorporated into subsequent reports.
Reconciliation Status: Reconciled. C&H accepts WET's semi-annual diversity staffing reporting requirement. The first report deadline (July 30, 2026) has been calendared by the engagement team.
III.H. FERPA Data Handling Standards and Data Protection Addendum
WET OGG Requirement (OGG § 8.1): Due to the nature of WET's operations as a K–12 charter school network, student education records protected by the Family Educational Rights and Privacy Act ("FERPA"), 20 U.S.C. § 1232g, and the implementing regulations at 34 C.F.R. Part 99, may be implicated in the course of outside counsel's representation of WET. This is particularly likely in the context of the current engagement, where faculty restructuring may involve review of personnel files that contain references to student information, student disciplinary records, special education documentation, or other records that constitute "education records" within the meaning of FERPA.
The WET OGG requires all outside counsel to comply with FERPA data handling standards applicable to "school officials" with "legitimate educational interests" as those terms are defined under 34 C.F.R. § 99.31(a)(1). The OGG further requires all outside counsel to execute WET's Data Protection Addendum (the "DPA") prior to receiving any student records or personally identifiable information ("PII") from education records. The DPA specifies minimum technical, administrative, and physical safeguards that outside counsel must implement, including but not limited to:
(a) encryption of data at rest and in transit using AES-256 or equivalent encryption standards;
(b) role-based access controls limiting access to FERPA-protected data to authorized personnel with a legitimate need to access such data for the purposes of the engagement;
(c) incident response and breach notification procedures, including a requirement to notify WET within 24 hours of discovery of any actual or suspected breach involving FERPA-protected data;
(d) prohibition on storage of FERPA-protected data on unencrypted portable devices, personal devices, or cloud storage services not approved by WET;
(e) annual security awareness training for all personnel with access to FERPA-protected data; and
(f) data return and destruction obligations upon the conclusion of the matter, including certification of destruction in accordance with NIST SP 800-88 standards.
C&H Standard Practice: C&H maintains robust information security protocols consistent with industry best practices for large law firms handling sensitive client data. The Firm's information security program is overseen by Chief Information Security Officer Patricia Hwang, CISSP, and includes enterprise-wide encryption of data at rest and in transit, multi-factor authentication, role-based access controls, comprehensive incident response and breach notification procedures, regular penetration testing and vulnerability assessments, and annual security awareness training for all personnel. However, C&H does not maintain a standard FERPA-specific data handling addendum or protocol, as FERPA compliance has not historically been implicated in the Firm's representations. The Firm's existing security infrastructure was designed to protect client confidential information, attorney-client privileged materials, and other sensitive data, but has not been specifically tested against FERPA's regulatory requirements.
Reconciliation: Patricia Hwang has reviewed WET's Data Protection Addendum in its entirety and has provided a written confirmation (see Attachment D) that C&H's existing information security infrastructure meets or exceeds all requirements specified in the DPA. Specifically, Ms. Hwang has confirmed the following:
(a) Encryption: C&H employs AES-256 encryption for all data at rest on Firm servers and endpoints, and TLS 1.3 encryption for all data in transit. These standards meet or exceed the DPA's requirements.
(b) Access Controls: C&H's matter-level access control system (implemented through the Firm's document management system, Greaves Data Systems) permits the responsible partner to restrict access to matter files to designated personnel. Role-based access controls will be configured for matter 1040-00001 to limit access to FERPA-protected data to approved engagement team members only.
(c) Incident Response and Breach Notification: C&H's incident response plan includes a 24-hour internal escalation timeline and a commitment to notify affected clients within 48 hours of confirmed breach. The DPA requires 24-hour notification to WET. Ms. Hwang has confirmed that the Firm can accommodate the accelerated 24-hour client notification requirement for this engagement and will update the matter-specific incident response protocol accordingly.
(d) Portable Device and Cloud Storage Restrictions: C&H's existing policy prohibits storage of client confidential data on unencrypted portable devices. Cloud storage is limited to Firm-approved platforms (Westvale Health IT). These controls satisfy the DPA's requirements.
(e) Security Awareness Training: All C&H personnel complete annual information security awareness training, which includes modules on handling sensitive and regulated data. Ms. Hwang will arrange a supplemental FERPA-specific briefing for the WET engagement team within 30 days of engagement letter execution.
(f) Data Return and Destruction: C&H's standard data destruction procedures conform to NIST SP 800-88 standards. Upon matter conclusion, FERPA-protected data will be returned to WET or destroyed in accordance with WET's protocols, with written certification of destruction provided as required by the DPA.
The Data Protection Addendum will be executed as an exhibit to the engagement letter. The signatories on behalf of the respective parties will be Miriam Calloway (for C&H) and Priya Anand-Desai (for WET). Ms. Hwang has authorized the execution of the DPA.
Additionally, Ms. Anand-Desai has requested that the body of the engagement letter itself contain an explicit reference to C&H's FERPA compliance obligation, and that this reference not be limited to the DPA exhibit alone. Ms. Anand-Desai has expressed WET's preference that the FERPA obligation be stated prominently in the operative provisions of the engagement letter so that it is clearly understood by all parties as a material term of the engagement. This cross-reference will be included in the final engagement letter, in a section titled "Data Protection and FERPA Compliance" or similar heading, as mutually agreed by the parties.
Reconciliation Status: Reconciled. C&H's information security infrastructure is compliant with all requirements set forth in the WET Data Protection Addendum. The DPA will be executed concurrently with the engagement letter. The supplemental FERPA briefing for the engagement team will be scheduled upon engagement letter execution.
III.I. Document Retention — Post-Matter Retention Period
WET OGG Requirement (OGG § 9.1): The WET OGG mandates a minimum 7-year post-matter document retention period for all files and records related to WET engagements. The term "files and records" is defined broadly in the OGG to include paper and electronic documents, correspondence, pleadings, discovery materials, work product, research memoranda, and any other materials created or received in connection with the engagement. At the expiration of the 7-year retention period, outside counsel must either (i) return all files and records to WET, or (ii) destroy them in accordance with WET's destruction protocols, which require the use of a certified document destruction vendor and the provision of a written certification of destruction (including a description of the materials destroyed and the date and method of destruction) to WET's General Counsel within 30 days of destruction. The choice between return and destruction is at WET's election, and outside counsel must contact WET's General Counsel at least 90 days before the expiration of the retention period to obtain WET's instructions.
C&H Standard Practice: C&H's standard document retention policy, as set forth in the Firm's Records Management Policy (revised January 2024), requires a 10-year post-matter retention period for all client files and engagement records. At the expiration of the 10-year period, the Firm contacts the client to determine whether the client wishes to receive the files or authorizes destruction. If the client does not respond within 60 days of the Firm's notification, the Firm proceeds with destruction in accordance with its standard destruction protocols, which include the use of a certified destruction vendor and the retention of destruction records for audit purposes.
Reconciliation: C&H's standard 10-year post-matter retention period exceeds WET's 7-year requirement by three years. There is no conflict between the two policies. C&H will retain WET engagement files for a minimum of 7 years post-matter in compliance with the WET OGG, and will apply C&H's own 10-year standard unless WET requests earlier return or destruction after the expiration of the 7-year minimum period.
Upon WET's request at any point after the 7-year post-matter anniversary, C&H will return or destroy files in accordance with WET's destruction protocols and will provide written certification of destruction as required by the OGG. If WET does not make such a request, C&H will retain the files until the expiration of its own 10-year retention period and will then contact WET for instructions in accordance with both the OGG and C&H's standard policy.
The engagement letter will reference the 7-year minimum retention period as the governing contractual standard, consistent with the OGG, while preserving C&H's right to retain files for its own 10-year standard in the absence of an earlier WET request for return or destruction.
Reconciliation Status: No conflict. C&H's standard document retention policy exceeds the WET OGG requirement. No affirmative reconciliation action is needed. The engagement letter will reference the 7-year minimum post-matter retention period.
IV. ADDITIONAL OGG PROVISIONS REVIEWED (NO RECONCILIATION REQUIRED)
In addition to the nine principal areas of reconciliation analyzed in Section III above, the following OGG provisions were reviewed and determined to require no reconciliation, as C&H's standard practices are either consistent with or already encompass the WET requirements.
IV.A. Fee Budget and Budget-to-Actual Reporting
WET has established a Year 1 fee budget of $350,000 for the engagement, as described in Section III.B above. The WET OGG requires outside counsel to provide quarterly budget-to-actual reports reflecting fees incurred to date, fees invoiced to date, and a comparison of actual fees against the approved budget on both a quarterly and cumulative basis. The reports must include a narrative explanation of any material variances (defined as deviations of 10% or more from the quarterly budget allocation) and a forecast of anticipated fees for the remainder of the budget period.
C&H has agreed to provide quarterly budget-to-actual reports for the WET engagement. Priya Anand-Desai has specifically requested that the quarterly reports be delivered within 15 business days of each quarter-end (i.e., within 15 business days of March 31, June 30, September 30, and December 31 of each year). C&H has agreed to this timeline. Joel Strauss, as billing partner, will be responsible for the preparation and timely submission of these reports. The first quarterly report will cover the period from engagement inception (February 10, 2026) through March 31, 2026, and will be due by approximately April 22, 2026.
The $350,000 not-to-exceed ("NTE") cap may not be exceeded without prior written approval from Priya Anand-Desai, in her capacity as WET's General Counsel. The OGG and Ms. Anand-Desai have specified that this approval authority resides with Ms. Anand-Desai personally and may not be exercised by any other WET officer, director, or employee, including WET's Chief Financial Officer or Chief Executive Officer. The engagement letter will expressly reflect this specific approval authority. In the event that the engagement team anticipates that fees will approach the NTE cap, Joel Strauss will notify Ms. Anand-Desai promptly and in writing, with a detailed explanation of the circumstances driving the potential overrun and a revised budget estimate for the remainder of the engagement.
IV.B. Initial Retainer
WET has agreed to provide an initial retainer of $25,000, to be held in C&H's client trust account (IOLTA) and applied against the final invoice issued in connection with the engagement. The retainer will be deposited upon execution of the engagement letter and will earn interest for the benefit of the Delaware IOLTA program in accordance with applicable rules. This retainer arrangement is consistent with C&H's standard practice for engagements of this scope and does not conflict with any WET OGG provision. The OGG does not address retainers specifically, and Ms. Anand-Desai has confirmed that the retainer arrangement is acceptable to WET's Finance Office.
IV.C. Payment Terms
Invoices are payable net 30 calendar days from the invoice date. This payment term is consistent with both the WET OGG and C&H's standard engagement terms. No reconciliation is needed. The OGG specifies that payment will be made by electronic funds transfer (ACH or wire transfer) to C&H's designated account, and C&H will provide banking details in the engagement letter or a separate payment instruction form.
V. RECONCILIATION SUMMARY TABLE
The following table summarizes the reconciliation outcomes for all principal OGG provisions analyzed in this memorandum:
VI. RECOMMENDATION
Based on the foregoing analysis, the following actions are recommended:
1.  Acceptance of OGG Terms. C&H should accept all WET OGG v.4.2 provisions as reconciled in this memorandum. No provision identified in the OGG poses an unacceptable business, operational, or ethical burden on the Firm or the engagement team. The reconciliation outcomes are consistent with accommodations that C&H routinely makes for institutional nonprofit clients and are within the range of terms accepted by the Firm for comparable engagements.
2.  Engagement Letter — Rate Schedule Exhibit. The negotiated rate schedule (Calloway: $710/hr; Strauss: $710/hr; Petrov: $440/hr; Underwood: $390/hr) should be formalized and attached as an exhibit to the engagement letter. The exhibit should specify that the rates are effective for the period from the engagement's inception through June 30, 2026, and that any subsequent rate adjustments are subject to the OGG § 3.4 annual rate increase procedure.
3.  Data Protection Addendum. The WET Data Protection Addendum should be executed as a separate exhibit to the engagement letter, concurrently with the main agreement. Miriam Calloway will execute the DPA on behalf of C&H, and Priya Anand-Desai will execute on behalf of WET. The supplemental FERPA security briefing for the engagement team should be scheduled within 30 days of engagement letter execution.
4.  Engagement Letter — Express References. The body of the engagement letter should incorporate express references to the following obligations, which should not be relegated solely to attachments or incorporated-by-reference provisions:
(i) C&H's FERPA compliance obligation, including a cross-reference to the Data Protection Addendum;
(ii) the 30-day invoice submission cycle;
(iii) the prior-written-approval requirement for the addition of new timekeepers;
(iv) the travel and expense reimbursement caps, including the coach-airfare requirement, the $225/night lodging cap, and the $500 pre-approval threshold;
(v) the semi-annual diversity staffing reporting obligation, including the January 30 and July 30 deadlines; and
(vi) the quarterly budget-to-actual reporting obligation, with a 15-business-day delivery window following each quarter-end.
5.  Engagement Team Communication. All reconciliation outcomes should be communicated to the full engagement team (Calloway, Strauss, Petrov, Underwood) promptly upon execution of the engagement letter. Relevant restrictions — including travel expense caps, the timekeeper approval requirement, the accelerated time entry deadline of 10 days post-month-end, and the invoice submission deadline of 30 days post-month-end — should be incorporated into the matter-opening instructions distributed to all timekeepers through the Firm's matter management system.
6.  Matter File and New Business Intake Records. This memorandum should be filed in the matter file for matter 1040-00001 and a copy should be provided to Raymond Chu, Director of New Business Intake, for the Firm's new business records. A copy of the memorandum, together with the executed engagement letter and all exhibits, should also be retained in the Firm's central conflicts and engagement records system.
7.  Execution Timeline. The engagement letter should be finalized for internal review by February 19, 2026, circulated to Priya Anand-Desai for WET review by February 20, 2026, and targeted for full execution by both parties no later than February 21, 2026, in accordance with the timeline agreed upon with Ms. Anand-Desai.
This memorandum is prepared for the internal use of Calderwood & Harkness LLP and is protected by the attorney-client privilege and the attorney work product doctrine. Distribution outside the Firm is not authorized without the express written consent of the responsible partner.
VII. ATTACHMENTS
The following documents are attached to this memorandum and incorporated by reference:
Attachment A: Wyndmere Education Trust — Outside Counsel Guidelines & Billing Policies, v.4.2 (effective July 1, 2025) (provided by WET General Counsel Priya Anand-Desai via email dated February 7, 2026)
Attachment B: Negotiated Rate Schedule and Year 1 Fee Budget (prepared by Joel Strauss, February 14, 2026)
Attachment C: Data Protection Addendum (draft, pending execution; provided by WET General Counsel Priya Anand-Desai via email dated February 7, 2026)
Attachment D: Confirmation of FERPA Compliance from Patricia Hwang, CISSP, Chief Information Security Officer, Calderwood & Harkness LLP (memorandum dated February 16, 2026)
Prepared by:
________________________________________
Nadia Petrov Lead Associate, Labor & Employment Practice Group Calderwood & Harkness LLP 1600 Market Street, Suite 3600 Philadelphia, PA 19103 nadia.petrov@calderwoodharkness.com (215) 555-0147
Date: February 18, 2026
Reviewed and Approved by:
________________________________________
Joel Strauss Billing Partner, Healthcare & Life Sciences Practice Group Calderwood & Harkness LLP 1600 Market Street, Suite 3600 Philadelphia, PA 19103 joel.strauss@calderwoodharkness.com (215) 555-0193
Date: ________
Timekeeper | Role | Office | Rate
Miriam Calloway | Responsible Partner, Healthcare & Life Sciences | Philadelphia | $895/hr
Joel Strauss | Billing Partner, Healthcare & Life Sciences | Philadelphia | $850/hr
Nadia Petrov | Lead Associate, Labor & Employment (5th year) | Philadelphia | $525/hr
James Underwood | Working Associate, Labor & Employment (3rd year) | Wilmington | $415/hr
Timekeeper | Rack Rate | Negotiated Rate | Discount ($) | Discount (%) | Within WET Cap?
Miriam Calloway | $895/hr | $710/hr | $185/hr | 20.7% | Yes (Partner cap: $725)
Joel Strauss | $850/hr | $710/hr | $140/hr | 16.5% | Yes (Partner cap: $725)
Nadia Petrov | $525/hr | $440/hr | $85/hr | 16.2% | Yes (Associate cap: $450)
James Underwood | $415/hr | $390/hr | $25/hr | 6.0% | Yes (Associate cap: $450)
Timekeeper | Negotiated Rate | Estimated % of Total Hours
Miriam Calloway | $710/hr | 10%
Joel Strauss | $710/hr | 10%
Nadia Petrov | $440/hr | 45%
James Underwood | $390/hr | 35%
# | OGG Provision | WET OGG Requirement | C&H Standard Practice | Reconciliation Outcome
1 | Rate Caps (§§ 3.1–3.4) | Partner: $725/hr; Associate: $450/hr | Rack rates exceed caps (Partners: $850–$895; Lead Associate: $525) | Reconciled — Negotiated rates within caps
2 | Blended Rate | N/A (internal budgeting metric) | N/A | Calculated at $476.50/hr for budgeting
3 | Billing Format (§ 5.1) | LEDES 1998B required | LEDES 1998B used natively | No conflict
4 | Invoice Timing (§ 5.2) | 30 days post month-end | 45 days post month-end | Reconciled — C&H accepts 30-day standard
5 | Staffing Approval (§ 4.1) | Prior written approval for new timekeepers | Notice at firm discretion | Reconciled — C&H accepts prior approval requirement
6 | Travel/Expenses (§ 6.1) | Coach airfare; $225/night lodging; $500 pre-approval threshold | No lodging cap; business-class >4 hrs; no pre-approval | Reconciled — C&H accepts WET caps and procedures
7 | Diversity Reports (§ 7.1) | Semi-annual reports due Jan. 30 and Jul. 30 | Provided on request only | Reconciled — C&H accepts semi-annual obligation
8 | FERPA / Data Protection (§ 8.1) | FERPA compliance; Data Protection Addendum required | Standard infosec protocols; no FERPA-specific addendum | Reconciled — CISO confirmed compliance; DPA to be executed
9 | Document Retention (§ 9.1) | 7 years post-matter | 10 years post-matter | No conflict — C&H standard exceeds WET requirement