Frank Jones negotiated HISD Superintendent Terry Grier's contract

8/6/2019 Frank Jones negotiated HISD Superintendent Terry Grier's contract

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ExhibitA


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Franklin D. R Jones, JrTel 7133743530Fax 7133743505jonesf@gtlawcom

August24, 2009

Via Hand Deliveryouston Independ t School DistrictBoard ServicesHattie Mae White ducational Service Center4400 W. 18thStreeHouston, Texas 7 092Attention: Lawren e Marshall, PresidentBoard 0 EducationRe: Representat~9n of Houston Independent School District ("HISD") -Superintendent

Contract N~gotiations II IIDear Mr. Marshall:

I want to t ank you again for allowing Greenberg Traurig to have the opportunity torepresent HISD i connection with the negotiation of an employment contract with theSuperintendent of chools (the "Matter"). We certainly want you to know how much we valueour relationship w' h you and will make every effort to satisfy you with prompt, thorough andefficient legal repr sentation.

As we disctssed, it is our firm's policy to confirm in writing the scope and terms ofourengagement. Our lient's have both encouraged this practice, and have found it to be useful.Please review this tter carefully and call me as soon as possible if you have any questions.ConflictAs you kn~ with over 1750 lawyers, Greenburg Traurig, at any given time, has literallyten~ of thou~ands f client~. We W,ill never knowingly take on (or proceed with) a matter inwhIch there ISa Ie or ethIcal conflIct.Based on 0 initial computerized review of our files, I am not aware of any existingmatter involving a onflict of interest between HISD and other clients of the firm. However, dueto the diverse and omplex nature of our firm's practice, unforeseenconflicts maryarise. In suchevent, we will noti y you of the conflict and our representation may thereafter be terminated byyou or the firm. u less you and the other source of the conflict agree to provide appropriatewaIvers.

rei 713.1374.3500 FidXtf13374.350S I 'NW\"gtliJ'N.COnlite 1800 I Hou:,ton, rx 1;'002reenb"rg Tr.Jurlg. LLP Att.orne~s ~It La\v iX1o.) uUtShll)." ~;treel


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Houston Independ nt School DistrictAugust 24, 2009Page -2- .i'",I

Because w are a large, full-service law firm with offices located throughout the UnitedStates, attorneys in one office or practice area may be (and often are) asked to represent a clientwith respect o inte ests that are adverse o those of another client who is represented by the firmin connection wi another matter. Currently, the firm represents the trustee in a bankruptcymatter (Lakehills -Rate) where the interest of HISD may be adversl~ o those of the trustee.While no conflict urrently exists, we believe full disclosure of this matter is important in ourdesire to establish an open and long term relationship with HISD. Your execution of thisAgreement signifi s your acknowledgement of our participation in the aforementionedbankruptcy matter and your agreement not to make a request of the bankruptcy court todisqualify the firm om representing the trustee in the case, During the term of this engagement,we agree that we'll not accept representation of another client to pursue interests that aredirectly adverse to your interests unless and until we have made full disclosure to you of all therelevant facts, circ stances and implications of our undertaking the two representations andyou have consente to our representationof the other client,

Responsibl~AttorneyCustomaril , each client of the finn is served by a principal attorney contact that isresponsible for ens ing that you are and remain satisfied with all aspects of our representation.Although I will re ain primarily responsible for this project, your work or parts of it may beperfonned by othe lawyers and legal assistants under my general supervision. Such delegationmay be for the pu ose of involving lawyers and legal assistants with s{:'ecialexpertise in a givenarea or for the pose of providing services on the most efficient and timely basis. Wheneverpossible, we will vise you of the names of those attorneys and legal assistants who work onyour matters.~For the Bas c Services perfonned for the Matter, Greenberg Trallrig will be paid a flat feein the amount of$ 0,000.00 (exclusive of other Charges as described below). Such fee shall bepaid whether or not an agreement is successfully negotiated between HISD and theSuperintendentof chools. Payment of the fee shall be made after the execution and approval ofan employment c ntract by and between HISD and the Superintendent of Schools or thetennination of neg tiations between he parties and within thirty (30) days after receipt by HISDof an approved iny ice therefor.The fees fo any Additional Services provided by Greenberg Traurig during the tenn ofan executed and a roved employment contract by and between the p,mies will be detenninedon an hourly rate asis or as HISD and Greenberg Traurig may agree, whichever is less. Thehourly rates will be those customarily charged by Greenberg Traurig to other clients for the sameor similar services, taking into consideration the time consumed in prlDviding the services, thelevel of experience and ability of the attorneys perfonning the services, and the difficulty andcomplexity of the t sks involved.

Greenbpr2 Trauri2. llP


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Houston Independj nt School DistrictAugust 24, 2009Page -3- C".,f,1

ChargesWe have e tab i shed prevailing rates for all charges that will be incurred during thecourse of this rep esentation. We believe that rates charged are c:ompetitive with charges

established by co parable law firms. HISD agrees to be responsible for all such chargesnecessitated durin the course of this representation. The firm is comrnitted to remaining at thecutting edge of m dem computer technology and communications technology so as to provideour clients with 0 timum competitive advantage and technological efficiencies. Our chargesinclude, but are t limited to travel, copying, facsimile charges, messenger services, longdistance phone ca Is, computer research services, secretarial overtime and filing fees. Thesecharges may also i clude any sales or service tax that may be applicable. Our charges are notlimited to out of p cket expenses,and frequently include a surcharge d(~signed o allocate certainoverhead accordin to usage and thereby help minimize legal fees. In ~:;ertain ircumstances, wemay ask you to tak direct responsibility for the payment of significant out of pocket expenses.

ExQenses t OutsideContractorsGenerally, he expenses of outside contractors such as court reporters, surveyors, titlecompanies and the like may be directly billed to the client, or we ~ay request that they be paiddirectly by the cli nt. It is important to know that the prompt payment of these charges tooutside contractors is essential to be able to provide timely and efficient service to clients in thefuture, with the ass stance of such contractors.T iceUnless oth rwise agreed, we will send you an invoice which rt~flects the amount of ourfees and expenses ttributable to the Matter. At the option of the client, the invoice will be either

generalized or det 'led. The generalized invoice will indicate total fees due for legal workaccomplished and he total costs charged to the file, In the alternativ(~, he invoice will have adetailed backup sh et showing the attorney that worked on the matter (to the 10th of an hour);the work performe ; the time spent on the task; and, the total fee amount due.Pa ment 0 InvoicesEach invoi e is payable upon receipt. In the event we receive a payment from a client ata time when more han one invoice is outstanding on anyone or more matters for that client, wewill apply that pa ent to any such invoice(s), unless the paymen1: s accompanied by theremittance copy 0 the invoice(s) being paid or by some other written ilndication from the clientdirecting how the payment is to be applied. It is the policy of the Firm to discontinue

representation, in a manner in accord with the Rules of Professional Re5:ponsibility governing theTexas Bar, for an client whose account is more than forty-five (45) days in arrears, unlessspecial arrangeme ts are made with the Firm's Board of Directors. Individual attorneys are notauthorized to make such arrangements or to waive this policy.

;reer!b,'rg Tr;lur;g.LLP


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Houston ndependnt School DistrictAugust 24,2009Page -4-RetainerNo retainawill be required in connection with this matter. In the event one or more ofour statements e ains unpaid in excessof thirty (30) days, we may relquesta retainer be paid to

be held in trust un il the conclusion of our representation in this matter and we may suspend ourrepresentation unti such retainer is paid.Mutual Ri~ht to Terminate Relationshil1Of course, every client has the right to terminate our represen1:ation t any time for anyreason. We hav the same right upon giving the client reasonable notice so that suitablearrangements can e made by the client to obtain alternative representation, in accordance witthe Rules ofProfe sional Responsibility governing the Texas Bar. Amlong the reasons for whichwe may terminat representation are: (1) nonpayment of our fees, ,charges or costs; (2) theclient's failure or fusal to be forthright, cooperative or supportive of our efforts; (3) the client's

misrepresentation f, or failure or refusal to disclose material facts; (4) the client's failure orrefusal to accept 0 r advice; (5) discovery of a conflict with another clic~ntof the Firm, or (6) anyother reasons pe itted or required under the Rules of Professional Re~)ponsibility governing theTexas Bar.Following ennination by us, we will continue to provide repre~;entation n the matter fora reasonable tim , at the client's request, until arrangements carl be made for alternaterepresentation. H wever, our services will consist of only those neces~;aryo protect the client'sinterests and prev nt prejudice. Upon tennination, either by us or by the client, the client, uponrequest, must si all papers and documents which we believe ne:cessary for the Finn toaccomplish our wi hdrawal from the representation.I hope tha this letter provides you with a better understandling of the scope of ourcontemplated repr sentation, as well as the fee structure of this finn foJ[ his matter. If the tennsof the engageme are acceptable, including our Additional Tenns of Engagement attachedhereto, please sig one copy where indicated below and return it tD me. Please retain theadditional copy of his letter for your files.

*****We truly ~ppreciate both the opportunity to be of service to you and the trust andconfidence you h ve placed in us. We look forward to continuing a mutually beneficial

relationship over t e years.

;rpenb"ig Trdurig. lLP


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Very truly yours,GREENBERGTRAURIG, LLP

By:kFrai1klin D. R. Jones,~r.,I

ACCEPTANCEThe unders~gnedhereby agrees o retain, engage and employ Greenberg Traurig, LLP, aslegal counsel, on t~e terms and conditions set forth in this letter.

Dated:

(OUSTON INDEPENDENT SCHOOL DISTRICT~~~ ~~~ JLQ/Title: President, Board of Education

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GREENBERG TRAURIG, LLPAdditional Terms of Engagement

This is a supplem nt to our Agreement (our "Agreement") dated Au!~st 19, 2009 to provideservices as Coun el with respect to the negotiation of an employment contract for theSuperintendent of chools. The purpose of this document is to set out additional terms of ouragreement to prov de the representation described in our Agreemen1 (the "Representation").These additional te ms of engagementare a part of our agreement o provide legal services. Weagree that these A ditional Terms of Engagement are subject in all respects to the terms of ourAgreement.

The Scope of the RepresentationAs lawyers, we un ertake to provide representation and advice on the legal matters for which weare engaged. It is important for our clients to have a clear understandling of the legal servicesthat we have agre d to provide. Thus, if there are any questions about the scope of theRepresentation that we are to provide in the Matter, please raise those questions promptly, so thatwe may resolve the at the outset of the Representation.Any expressions O~ our part concerning the outcome of the Representation, or any other legalmatters, are based n our professional judgment and are not guarantees. Such expressions, evenwhen described as pinions, are necessarily limited by our knowledge of the facts and are basedon our views of the state of the law at the time they are expressed.Upon accepting th~ engagement on HISD's behalf, Greenberg Traurig, LLP agrees to do thefollowing: (1) pro ide legal counsel in accordance with these terms of engagement and therelated engagement etter; and in reliance upon information and guidance provided by HISD; and(2) keep HISD reas nably informed about the s1:atus nd progress of the Representation.To enable us to pro ide effective representation, HISD agrees o do the following: (1) disclose tous, fully and acc ately and on a timely basis, all facts and documents that are or might bematerial or that w may request; (2) keep us apprised on a timely bi~sis of all developmentsrelating to the Repr sentation that are or might be material; (3) attend meetings, conferences, andother proceedings hen it is reasonable o do so; and (4) otherwise cooperate fully with us.Our firm has been ngaged to provide legal services in connection with the Representation in theMatter, as specifi lly defined in our Agreement. After completion of the Representation,changes may occu in the applicable laws or regulations that could affect HISD's future rightsand liabilities in re ard to the Matter. Unless we are actually engaged aJFterhe completion of theRepresentation to p ovide additional advice on such issues, he firm has no continuing obligationto give advice with respect o any future legal developments that may pertain to the Matter.It is our policy ani HISD's agreement that the person or entity that we represent is the oneidentified in our en agement etter, and that our attorney-client relation~;hip does not include anyrelated persons or ntities. For example, if a corporation, partnership, or other organization isidentified as our client in our engagement letter referenced above, we do not represent any


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related parent co anies, subsidiaries, affilia1:es, employees, officers, directors, shareholders,partners, members commonly owned corporations or partnerships, or other such persons,entities, or affiliate, whether becoming such by virtue of merger, dissolution, acquisition, or anyother means. Acc rdingly, it is understood that we may represent another client with interestsadverse to any suc affiliated or related person or entity without firslt obtaining consent fromHISD.It is further agreed! hat the attorney-client relationship terminates upon our completion of anyservices for which te have been retained in the Representation.

Who Will Providc~ he Legal ServicesAs our engagement! etter confirms, Greenberg Traurig, LLP will repres{:nt HISD in the Matter.Customarily, each lient of the firm has a relationship principally with one attorney, or perhaps afew attorneys. At t e same time, however, the work required in the Representation, or parts of it,may be performe by other firm personnel, including lawyers and legal assistants. Suchdelegation may be or the purpose of involving other firm personnel ~'ith special expertise in agiven area or for th purpose of providing services on an efficient and timely basis.

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Our Relationships with OthersOur law firm repr sents many companies and individuals. In some instances, the applicablerules of professio al conduct may limit our ability to represent clients with conflicting orpotentially conflic ing interests. Those rules of conduct often al:low us to exercise ourindependent udgm nt in determining whether our relationship with one client prevents us fromrepresenting anoth r. In other situations, we may be permitted to represent a client only if theother clients conse t to that representation.If a controversy U~elated to the Matter develops between HISD and an:y other client of the firm,we will fol,low the applicable rules ?f p~ofessional responsibility to deltermine whether we mayrepresent eIther HI D or the other clIent In the unrelated controversy,If a controversy U~elated to the Matter develops between HISD and any current client of thefirm, arid if HISD lects not to waive any resulting or potential conflic::t of interest, then HISDagrees that we may withdraw from the Representation and may treat HISD as a former client forall purposes under t e governing rules of professional responsibility.From time to time, our firm may concurrently represent one client in a particular case or matterand, at the same ti e, our firm may be asked to represent an adversary of that same client in anunrelated case or m tter. We would consider doing so only if it is our p]~ofessionaludgment thatthe firm could unde take the concurrent representation impartially and \\'ithout any adverse effecton the responsibilit.es that the firm has to either client.Specifically, it is Pt SSible hat, during the Representation, some of our present or future clientswill have disputes with HISD. By accepting these tenns of engagement, it is expresslyunderstood and ag eed that we may continue to represent, or may undertake in the future torepresent, existing or new clients in any matter that is not sub5:tantially related to the

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Representation, ev n if the interests of such clients in those other mattj~rsare directly adverse toHISD. We agree, however, that the prospective consent to conflicting; representation containedin the preceding s ntence shall not apply if, as a result of the Representation, we have obtainedproprietary or oth r confidential information of a non-public nature that, if known to the otherclient, could be sed in any other matter by that client with th(~ result of any materialdisadvantage to HI D.From time to time our firm may concurrently represent one client in 8lparticular case or matterand, at the same ti e, our firm may be asked 1:0 epresent an adversaf)' of that same client in anunrelated case or atter. We would consider doing so only if it is our professional judgment thatthe firm could und rtake the concurrent representation mpartially and without any adverse effecton the responsibili ies that the firm has to either client.With respect to ~ such issues that may relate to the Representation, we agree to exercise ourprofessional jud ent in accordance with the governing rules pertaining to conflicts of interest.At the same time, it is agreed that HISD will consent to our representation of other clients insuch circumstance if the request for consent s reasonable.In addition to our epresentation of other companies and individuals, w'e also regularly representlawyers and law fi s. As a result, opposing counsel in the Matter may be a lawyer or law firmthat we may repr sent now or in the future. Likewise, opposing co'unsel in the Matter mayrepresent our firm ow or in the future. Further, we have professional cmd personal relationshipswith many other ttomeys, often because of our participation in b~lf associations and otherprofessional org .zations. It is our professional judgment that such, relationships with otherattorneys do not versely affect our ability to represent any client. The acceptance of theseterms of engagem nt represents an unqualified consent to any such relationships between ourfirm and other la ers or law firms, even counsel who is representing a party that is adverse toHISD in the Matte that is the subject of this engagementor in some oth,ermatter.

Communications and ConfidentialityWe have availabl~Internet commtmication procedures that allow our attorneys to use e-mail forclient communica ions in many instances. Accordingly, unless HISD specifically directs usotherwise, we ma use unencrypted e-mail sent on the Internet to communicate with HISD andto send documents we have prepared or reviewed.We recognize our bligation to preserve the confidentiality of attorney-client communications aswell as client con dences, as required by the governing rules of professional responsibility. Ifthe Matter involve transactions, litigation or administrative proceedings or like proceedings inwhich our firm ap ears as counsel of record for HISD in publicly available records, we reservethe right to inform others of the fact of our representation of HISD in the Matter and (if likewisereflected of record in publicly available records) the results obtained, unless HISD specificallydirects otherwise. HISD agrees and acknowledges that we may neel:l to disclose informationregarding the repr sentation if required by law, regulation, subpoena or court order or as may benecessary or acco nting/tax or insurance purposes and expressly permits us to do so.


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Disc1aimerGreenberg TraUrigj LLP has made no promises or guarantees o HISD about the outcome of theRepresentation or he Matter, and nothing in these terms of engagement shall be construed assuch a promise or uarantee.

TernunationAt any time, HIS may, with or without cause, terminate the Represeltltationby notifying us ofHISD's intention t do so. Any such termination of services will not affect the obligation to paylegal services rend red and expenses ncurred before termination, as vl'ell as additional servicesand charges incurr d in connection with an orderly transition of the Ma1:ter.Weare subject to he codes or rules of professional responsibility for the jurisdictions in whichwe practice. Th e are several types of conduct or circumstances that could result in ourwithdrawing from representing a client, including, for example, the following: non-payment offees or costs; mi representation or failure to disclose material fact:s; fraudulent or criminalconduct; action c trary to our advice; and conflict of interest with ~motherclient. We try toidentify in advanc and discuss with our clients any situation that may lead to our withdrawal.A failure by HIS to meet any obligations under these terms of engagement shall entitleGreenberg Traurig LLP to terminate the Representation, In that event, HISD will take all stepsnecessary to relea e Greenberg Traurig LLP of any further obligation:; in the Representation orthe Matter, includ'ng without limitation the execution of any documents necessary o effectuateour withdrawal fr m the Representation or the Matter, The right of Greenberg Traurig LLP towithdraw in such ircumstances is in addition to any rights created b)f statute or recognized bythe governing rule of professional conduct,

Document RetentionAt the close of antmatter, we send our files in that matter to a storage facility for storage at ourexpense. The atto ey closing the file determines how long we will maintain the files in storage.After that time, w will destroy the documents in the stored files.At the conclUSio! of the Representation, we return to the client any documents that arespecifically reque ted to be returned. As to any documents so returned, we may elect to keep acopy of the docum nts in our store files.

Charges for Other Expensesand ServicesTypically, our inv ices will include amounts, not only for legal services rendered, but also forother expenses d services. Examples include charges for photocopying, long-distancetelephone calls, tr vel and conference expenses, messenger deliveries, computerized research,and facsimile and other electronic transmissions. In addition, we re:serve he right to send toHISD for direct ayment any invoices delivered to us by others, including experts and anyvendors.

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In situations wher we can readily determine the exact amount of e)cpenses or products andservices provided y third parties to be charged to HISD's account, our invoices will reflect thecost to us of the p oducts and services. In many situations, however" the precise total cost ofproviding a produc or service is difficult to establish, in which case we will use our professionaljudgment on the ch ges to be made for such product or service, which I::hargesmay vary from orexceed our direct cost of such product or service. In some situations, we can arrange forancillary services t be provided by third parties with direct billing to the client. Attached is acopy of our current recharge schedule for expensesand services, which is subject to change fromtime to time.We agree that our 9harges for disbursements are subject to the terms of lOurAgreement.

Stand~rds of Professionalismand Attorney Complaint ][nformationPursuant to rules p omulgated by the Texas Supreme Court and the Sta1le ar of Texas, we are toadvise our clients f the contents of the Texas Lawyer's Creed. In addition, we are to adviseclients that the S ate Bar of Texas investigates and prosecutes complaints of professionalmisconduct again t attorneys licensed in Texas. A brochure entitled Attorney ComplaintInformation is ava lable at all of our Texas offices and is likewise a,/ailable upon request. Aclient that has any questions about State Bar's disciplinary process should call the Office of theGeneral Counsel 0 the State Bar of Texas at 1-800-932-1900 toll free.

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GREENBERG TRAURIG LLP(Houston)

EXPENSES AND SERVICES SUMMARY

$1.65 per book(Pricing varies in other office locations)Costs allocated by the firmata Base Researc~Lexis, W estIaw, Information America

Deliveries 4vemigh xpressOutside Co TierIn-HouseDirect CostDirect Cost(Pricing varies in other office locations)

CourthouselMessengers $40.00/hour plus transportation(Pricing varies in otheToffice locations)$1.50 per pageocumentScanni~g

DuplicatingPhotocopyMicrofil icroficheVideograp y (duplication)

Electronic Mail (vi Internet)Library Research y Library StaffWeekend & Late vening Air Conditioning

PostageSecretarial Overtin/1e

$0.15 per page$0.50 per page$5.00/tape plus $20.0~)/duplicationNo Charge$90.00-$140.00 per hour$25.00 per hour (Only if necessitated by clientrequirements)(Pricing varies in othe:roffice locations)Direct Cost on any item or group of itemswhich cost $1.00 or more$28.00 per hour plus ~:upper llowance paid forovertime in excess of 2 hours per day duringthe week and 6 hours per day on weekends(Pricing varies in other office locations)$0.80 per page plus applicable LD chargesacsimile (Outgoiqg)

Telephone~ong Dista ce (Domestic)ong Dist ce (International)

File Storage Retrie al

$0.30 per minute80% of direct dial rat~:$10.00 per box(Pricing varies in othe:roffice locations)


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TransportationMileage (pers nal automobile)LodgingMealsCar Rental/Ai line/Rail/Etc.

CD-ROM ResearchGraphic Arts

Applicable IRS allowabl,e rate per mileDirect CostDirect CostDirect Cost$30.00-$50.00 per Search(Rate varies based on length of search)$55.00 to $115.00 per hour, plus direct cost ofsupplies

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Frank Jones negotiated HISD Superintendent Terry Grier's contract

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Transcript of Frank Jones negotiated HISD Superintendent Terry Grier's contract