Jackson Lewis P.C.

PNC Center
201 E. Fifth Street, 26th Floor
Cincinnati OH 45202
(513) 898-0050 Direct
(513) 898-0051 Fax
jacksonlewis.com

September 27, 2022

PERSONAL AND CONFIDENTIAL; ATTORNEY-CLIENT

AND ATTORNEY WORK-PRODUCT PRIVILEGED MATERIAL

VIA EMAIL ([email protected])

Adam Zink
Treasurer
Lakota Local School District Board of Education
5572 Princeton Road
Liberty Township, OH 45011-9726

Re: Confirmation of Engagement and Fee Agreement

Dear Mr. Zink:

Lakota School District (the “Board”) has decided to retain Jackson Lewis P.C. (herein “the
Firm”) for legal services in connection with the investigation. This letter details the scope of our client
relationship and outlines the fees for our services.

A. Scope of Services

As we discussed, we will represent the Board in the investigation. We will do our best to
serve the Board efficiently. I will have primary responsibility for handling these matters and will utilize
other attorneys and legal assistants in the firm in the best exercise of my professional judgment. If, at any
time, you have any questions, concerns or comments, please contact me.

B. Fees

We charge for our time on an hourly basis, in one-tenth hour increments. We will invoice
the Board at our regular hourly rates for the work performed on the Board’s behalf. Our schedule of
hourly rates for attorneys and other members of our professional staff is based on years of experience,
level of professional attainment and geographic location. Currently, our hourly rates in the Cincinnati
office range from $205 to $585 for attorneys. My current hourly public sector rate is $360. Emily Gelhaus
and Jill Tauber, who will assist in this matter, have a current hourly public sector rates of $296 and $280.
These hourly rates may be subject to periodic increases over time. Any changes in billing rates will be
 Adam Zink

Lakota School District

September 27, 2022

Page 2

reflected in the invoice after any revised rates go into effect. We charge for all services rendered, including
but not limited to, telephone calls, conferences, court and agency hearings, and other proceedings. Our
entire billing process is explained in “A Word About Our Invoices,” a copy of which is enclosed.

C. Client Cooperation

The Board understands and agrees that, in order for us to represent it effectively, it is
necessary for the Board to assist and cooperate with the Firm. The Board agrees to (1) make itself
(including its employees if applicable) available to discuss issues as they arise in this matter; (2) attend
and participate in meetings, preparation sessions, and other activities in connection with the
representation; (3) provide complete and accurate information and documents to us on a timely basis; (4)
make timely payment to any experts or vendors retained in connection with our services; and (5) advise
whether there is an agreement to arbitrate the subject claim(s), either as set forth in a stand-alone
arbitration agreement, an employee handbook, an employment application or otherwise.

D. Protection of Client Confidences – High Tech Communication Devices

We are always mindful of our central obligation to preserve the secrets and confidences of
our clients. To that end, it is important that we agree from the outset what kinds of communications
technology we will employ in the course of this Engagement. Unless the Board specifically directs us to
the contrary, for purposes of this Engagement, we agree that it is appropriate for us to use fax machines
and e-mail in the course of the Engagement without any encryption or other special protections. In that
regard, if there is a specific e-mail address which you would like us to use to communicate with you, other
than your current Board e-mail address, please let us know. Please also notify the Firm if the Board has
any other requests or requirements in connection with the methods of telecommunication, or persons to
be included or copied in the circulation of documents relating to the Engagement.

E. Termination of Representation

The Board may terminate this representation at any time, with or without cause. We also
reserve the right to withdraw at any time to the fullest extent permitted by the applicable ethical rules.
Any termination of our representation of the Board would be subject to such approval as may be required
from any court(s) in which we are appearing on the Board’s behalf. In the event of termination by either
of us, fees and costs for work performed prior to termination will still be payable as provided for in this
letter.

Following any termination of representation, client files will be released only following
delivery to the Firm of a signed release letter containing appropriate directions and an acknowledgment
of the obligation to pay outstanding fees. The Board will be charged for the reasonable costs of retrieval,
assembly, copying, processing and transfer of all files or materials, including Electronically Stored
Information (“ESI”).

Upon termination of representation, the Firm reserves the right to maintain the Board’s
legal file in electronic format only.
 Adam Zink

Lakota School District

September 27, 2022

Page 3

F. Advance Conflict of Interest Waiver

Because of the size, geographical reach and the broad scope of the Firm’s legal practice, it
is possible that attorneys in one or more of the Firm’s offices or departments may now or in the future
represent parties in matters in which their interests are adverse to those of the Board or its affiliates, or
have contractual or other dealings with the Board. As a condition of our representation, the Board agrees
that the Firm may represent other parties in matters in which their interests are adverse to those of the
Board or its affiliates and waives any conflict that would otherwise exist in such matters, provided that (i)
any matter in which the Firm represents an adverse party is not substantially related to the Firm’s work
for the Board, and (ii) if appropriate, an ethical wall is created to separate the other matter from the matters
the Firm is handling for the Board.

G. Dispute Resolution

Lakota School District and Jackson Lewis P.C. agree that any dispute between us arising
out of, or relating to, this agreement, or the breach thereof, shall be resolved by binding arbitration between
the parties. This includes, but is not limited to any claims regarding attorney’s fees or costs under this
agreement or regarding a claim of attorney malpractice, that is, whether any legal services Jackson Lewis
P.C. has rendered, under this agreement or otherwise, were improperly, negligently, or incompetently
rendered, or otherwise rendered in breach of a contractual or ethical duty.

The Board understands and acknowledges that, by agreeing to binding

arbitration, it waives and thereby eliminates the right to submit the
dispute for determination by a court and thereby also waives the right
to a jury trial. The Board acknowledges that it has been informed that
the grounds for appeal of an arbitration award are very limited
compared to a court judgment or jury verdict. Consequently, the
Board should carefully consider whether arbitration is acceptable to it
and should consult with independent counsel.

Arbitration shall be in accordance with the commercial rules of the American Arbitration
Association. The dispute will be resolved by a single arbitrator to be selected by the parties.1

The arbitrator must be an attorney in good standing in Ohio. The cost of the arbitration
shall be shared by the parties, but the arbitrator shall have the right to allocate costs in the final award.

1
If in the opinion of any party, there arises a problem or unreasonable delay with the administration of
the dispute, including but not limited to scheduling any hearing, any party upon 10 days written notice to
the other, shall have the right and power to notify and engage the American Arbitration Association (AAA)
to commence formal administration of the proceeding before the AAA in accordance with its then
prevailing rules. The award rendered by the arbitrator(s) shall be final and may be confirmed in any
court having jurisdiction thereof.
 Adam Zink

Lakota School District

September 27, 2022

Page 4

* * * *

If the foregoing is acceptable to the Board, please sign below and return a copy of this letter to me.

If you have any questions at any time regarding the scope of our representation, the
handling of any matter or the content of any invoice, please contact me at once. We are pleased to be of
service to the Board.

Sincerely,
JACKSON LEWIS P.C.

Daniel G. Rosenthal
Jackson Lewis P.C.

DGR/trt
Enclosure

Agreed to and Accepted by:

LAKOTA SCHOOL DISTRICT

By:

Title:

Date:
 A WORD ABOUT OUR INVOICES . . .
Invoices are sent to our clients monthly. Billings for services rendered on your matter(s) and for reasonable
expenses incurred on your behalf are sent approximately three to four weeks after the completion of the month in which
the work is performed.
Payment for our services and expenses described are expected upon receipt of our invoice. We are confident
our clients make every effort to pay us promptly. We do our utmost to provide quality and professional service to our
clients, we only ask for timely payment for services rendered. A monthly service charge of one and a half percent (1.5%)
is added to the unpaid balance of any invoice not paid within sixty (60) days after it is rendered.
For any threatened or actual claim, if insurance of any kind is available, please provide prompt and complete
notice to us and the insurance carrier.
We charge for all services rendered on your matter(s) including, but not limited to, telephone calls, conferences,
court and agency hearings, and other proceedings. These include reimbursement for travel-related expenses, such as
lodging, meals, air travel, cab fares, auto expenses, parking fees, tolls and mileage. Also, we bill for all photocopying
costs, telephone calls, facsimiles, postage, messenger service and, if required, delivery charges where material must be
sent via certified or registered mail or by express mail or package carrier. If a situation arises which requires overtime
work by our secretaries, we will invoice you at our cost. All third party charges (e.g. filing, trial, and court reporter fees)
are the responsibility of the client and should be paid directly by the client. The cost for computerized legal research is
the rate calculated by our vendor LexisNexis. Your cost is not based on the annual discount arrangement the Firm has
with LexisNexis.
All non-legal electronic discovery related charges will be billed directly by the vendor who provides these
services, including those of our preferred vendor, Kroll Ontrack, Inc. These non-legal services and expert witness charges
are provided under separate agreement between you and the vendor or expert. Their charges will not be included on our
statements. The non-legal services that might be necessary for electronic discovery include: forensic collection of
electronically stored information (“ESI”) from your computer systems, computer forensic and other technical consulting,
ESI processing, ESI uploading and search/review software hosting, ESI production, training, and project management
services. You are responsible for making timely payment of their invoices so as to avoid any disruption in our legal
services.
The above terms shall apply to each invoice unless the Firm and the client have agreed, in writing, to a
modification of the billing arrangements.
PAYMENT OPTIONS:
WIRE INSTRUCTIONS: REGULAR MAIL TO THE LOCKBOX:
Jackson Lewis P.C.
Jackson Lewis P.C.
P.O. Box 416019
Bank of America N.A.
Boston, MA 02241-6019
One Bryant Park, 32nd Floor
New York, NY 10036
CREDIT CARDS:
WIRE ABA #026009593
https://www.jacksonlewis.com/payments/
ACH ABA #021200339
For credit to Jackson Lewis P.C. #381032861703
The Firm prohibits anyone from Jackson Lewis P.C.
processing credit card information on behalf of a client.
Please send the confirmation notice (detailing client
number and invoice numbers) to: Our foreign - based clients must ensure payment is
[email protected] made via international money order payable in U.S.
dollars. If payment is by regular check drawn on a
FEDERAL EXPRESS/UPS TO THE LOCKBOX: foreign bank, we will add $30.00 to our bill for
banking charges.
Bank of America Lockbox Services
If you have any questions about our billing
BOX 416019 Jackson Lewis P.C.
procedures or any time or disbursement charges,
MA5-527-02-07
please speak to the attorney responsible for your
2 Morrissey Blvd.
matter.
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