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ExhibitA

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

August24, 2009

Houston Independ t School District Board Services Hattie Mae White ducational Service Center 4400 W. 18thStree Houston, Texas 7 092 Attention: Lawren e Marshall, President Board 0 Education

Via Hand Delivery

Re:

Representat~9n of Houston Independent School District ("HISD") Contract N~gotiations

-Superintendent II II

Dear Mr. Marshall: I want to t ank you again for allowing Greenberg Traurig to have the opportunity to represent HISD i connection with the negotiation of an employment contract with the Superintendent of chools (the "Matter"). We certainly want you to know how much we value our relationship w' h you and will make every effort to satisfy you with prompt, thorough and efficient legal repr sentation. As we disc ssed, it is our firm's policy to confirm in writing the scope and terms ofour engagement. 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.

Conflict
As you kn ' with over 1750 lawyers, Greenburg Traurig, at any given time, has literally ten~ of thou~ands f client~. We W,ill never knowingly take on (or proceed with) a matter in whIch there ISa Ie or ethIcal conflIct. Based on 0 initial computerized review of our files, I am not aware of any existing matter involving a onflict of interest between HISD and other clients of the firm. However, due to the diverse and omplex nature of our firm's practice, unforeseenconflicts maryarise. In such event, we will noti y you of the conflict and our representation may thereafter be terminated by you or the firm. u less you and the other source of the conflict agree to provide appropriate waIvers.

Greenb"rg Tr.Jurlg. LLP

Att.orne~s ~It La\v

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llite 1800 I Hou:,ton, rx 1;'002

rei 713.1374.3500I FidXtf13374.350S I 'NW\"gtliJ'N.COn

Houston Independ
August 24, 2009

nt

School

District

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Because w are a large, full-service law firm with offices located throughout the United States, attorneys in one office or practice area may be (and often are) asked to represent a client with respect to inte ests that are adverse to those of another client who is represented by the firm in connection wi another matter. Currently, the firm represents the trustee in a bankruptcy matter (Lakehills -Rate) where the interest of HISD may be adversl~to those of the trustee. While no conflict urrently exists, we believe full disclosure of this matter is important in our desire to establish an open and long term relationship with HISD. Your execution of this Agreement signifi s your acknowledgement of our participation in the aforementioned bankruptcy matter and your agreement not to make a request of the bankruptcy court to disqualify 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 are directly adverse to your interests unless and until we have made full disclosure to you of all the relevant facts, circ stances and implications of our undertaking the two representations and you have consente to our representationof the other client,

Responsibl~ Attorney
Customaril , each client of the finn is served by a principal attorney contact that is responsible 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 be perfonned by othe lawyers and legal assistants under my general supervision. Such delegation may be for the pu ose of involving lawyers and legal assistants with s{:'ecialexpertise in a given area or for the pose of providing services on the most efficient and timely basis. Whenever possible, we will vise you of the names of those attorneys and legal assistants who work on your matters.

~
For the Bas c Services perfonned for the Matter, Greenberg Trallrig will be paid a flat fee in the amount of$ 0,000.00 (exclusive of other Charges as described below). Such fee shall be paid whether or not an agreement is successfully negotiated between HISD and the Superintendentof chools. Payment of the fee shall be made after the execution and approval of an employment c ntract by and between HISD and the Superintendent of Schools or the tennination of neg tiations between the parties and within thirty (30) days after receipt by HISD of an approved iny ice therefor. The fees fo any Additional Services provided by Greenberg Traurig during the tenn of an executed and a roved employment contract by and between the p,mies will be detennined on an hourly rate asis or as HISD and Greenberg Traurig may agree, whichever is less. The hourly rates will be those customarily charged by Greenberg Traurig to other clients for the same or similar services, taking into consideration the time consumed in prlDviding the services, the level of experience and ability of the attorneys perfonning the services, and the difficulty and complexity of the t sks involved.

Greenbpr2 Trauri2.

llP

Houston Independ
August 24, 2009

j nt

School

District

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Charges
We have e tabIi shed prevailing rates for all charges that will be incurred during the course 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 charges necessitated durin the course of this representation. The firm is comrnitted to remaining at the cutting edge of m dem computer technology and communications technology so as to provide our clients with 0 timum competitive advantage and technological efficiencies. Our charges include, but are t limited to travel, copying, facsimile charges, messenger services, long distance phone ca Is, computer research services, secretarial overtime and filing fees. These charges may also i clude any sales or service tax that may be applicable. Our charges are not limited to out of p cket expenses,and frequently include a surcharge d(~signed allocate certain to overhead accordin to usage and thereby help minimize legal fees. In ~:;ertain circumstances, we may ask you to tak direct responsibility for the payment of significant out of pocket expenses.

ExQenses OutsideContractors ot
Generally, he expenses of outside contractors such as court reporters, surveyors, title companies and the like may be directly billed to the client, or we ~ay request that they be paid directly by the cli nt. It is important to know that the prompt payment of these charges to outside contractors is essential to be able to provide timely and efficient service to clients in the future, with the ass stance of such contractors.

ice

Unless oth rwise agreed, we will send you an invoice which rt~flects the amount of our fees 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 work accomplished and he total costs charged to the file, In the alternativ(~,the invoice will have a detailed 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 Invoices Each invoi e is payable upon receipt. In the event we receive a payment from a client at a time when more han one invoice is outstanding on anyone or more matters for that client, we will apply that pa ent to any such invoice(s), unless the paymen1:is accompanied by the remittance copy 0 the invoice(s) being paid or by some other written ilndication from the client directing 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 the Texas Bar, for an client whose account is more than forty-five (45) days in arrears, unless special arrangeme ts are made with the Firm's Board of Directors. Individual attorneys are not authorized to make such arrangements or to waive this policy.

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

HoustonIndepend nt School District August 24,2009


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Retainer
No retain will be required in connection with this matter. In the event one or more of our statementsre 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 our representation unti such retainer is paid. Mutual Ri~ht to Terminate Relationshil1 Of course, every client has the right to terminate our represen1:ation any time for any at reason. We hav the same right upon giving the client reasonable notice so that suitable arrangements can e made by the client to obtain alternative representation, in accordance wit the Rules ofProfe sional Responsibility governing the Texas Bar. Amlong the reasons for which we may terminat representation are: (1) nonpayment of our fees, ,charges or costs; (2) the client'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 or refusal to accept0 r advice; (5) discovery of a conflict with another clic~ntof the Firm, or (6) any other reasonspe itted or required under the Rules of Professional Re~)ponsibility governing the Texas Bar. Following a reasonable tim representation. H interests and prev request, must si accomplish our wi ennination by us, we will continue to provide repre~;entationin the matter for , at the client's request, until arrangements carl be made for alternate wever, our services will consist of only those neces~;ary protect the client's to nt prejudice. Upon tennination, either by us or by the client, the client, upon all papers and documents which we believe ne:cessary for the Finn to hdrawal from the representation.

I hope tha this letter provides you with a better understandling of the scope of our contemplated repr sentation, as well as the fee structure of this finn foJ[this matter. If the tenns of the engageme are acceptable, including our Additional Tenns of Engagement attached hereto, please sig one copy where indicated below and return it tD me. Please retain the additional copy of his letter for your files.

*****
We truly ~ppreciate both the opportunity to be of service to you and the trust and confidence you h ve placed in us. We look forward to continuing a mutually beneficial relationship over t e years.

;rpenb"ig

Trdurig. lLP

Very truly yours, GREENBERGTRAURIG, LLP


I

By:k Frai1klin D. R. Jones,~r.,

ACCEPTANCE
The unders~gnedhereby agreesto retain, engage and employ Greenberg Traurig, LLP, as legal counsel, on t~e terms and conditions set forth in this letter.

Dated:
HOUSTON INDEPENDENT SCHOOL DISTRICT

~~~ ~~~~
Title: President, Board of Education

JLQ/

r~rg

GREENBERG TRAURIG, LLP Additional Terms of Engagement


This is a supplem nt to our Agreement (our "Agreement") dated Au!~st 19, 2009 to provide services as Coun el with respect to the negotiation of an employment contract for the Superintendent of chools. The purpose of this document is to set out additional terms of our agreement to prov de the representation described in our Agreemen1 (the "Representation"). These additional te ms of engagementare a part of our agreementto provide legal services. We agree that these A ditional Terms of Engagement are subject in all respects to the terms of our Agreement. The Scope of the Representation As lawyers, we un ertake to provide representation and advice on the legal matters for which we are engaged. It is important for our clients to have a clear understandling of the legal services that we have agre d to provide. Thus, if there are any questions about the scope of the Representation that we are to provide in the Matter, please raise those questions promptly, so that we may resolve the at the outset of the Representation. Any expressions O our part concerning the outcome of the Representation, or any other legal ~ matters, are based n our professional judgment and are not guarantees. Such expressions, even when described as pinions, are necessarily limited by our knowledge of the facts and are based on our views of the state of the law at the time they are expressed. Upon accepting th ~
following: (1) pro engagement ide legal on HISD's behalf, Greenberg with these Traurig, terms of LLP agrees to do and the the

counsel

in accordance

engagement

related engagement letter; and in reliance upon information and guidance provided by HISD; and (2) keep HISD reas nably informed about the s1:atus progress of the Representation. and To enable us to pro ide effective representation, HISD agreesto do the following: (1) disclose to us, fully and acc ately and on a timely basis, all facts and documents that are or might be material or that w may request; (2) keep us apprised on a timely bi~sis of all developments relating to the Repr sentation that are or might be material; (3) attend meetings, conferences, and other proceedings hen it is reasonableto do so; and (4) otherwise cooperate fully with us. Our firm has been ngaged to provide legal services in connection with the Representation in the Matter, 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 rights and liabilities in re ard to the Matter. Unless we are actually engaged aJFter completion of the the Representation to p ovide additional advice on such issues,the firm has no continuing obligation to give advice with respect to any future legal developments that may pertain to the Matter. It is our policy an HISD's agreement that the person or entity that we represent is the one identified in our en agement letter, and that our attorney-client relation~;hipdoes not include any related persons or ntities. For example, if a corporation, partnership, or other organization is identified as our client in our engagement letter referenced above, we do not represent any

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 any other means. Acc rdingly, it is understood that we may represent another client with interests adverse to any suc affiliated or related person or entity without firslt obtaining consent from

HISD.
It is further agreed! that the attorney-client relationship terminates upon our completion of any services for which te have been retained in the Representation. Who Will Providc~the Legal Services As our engagement!letter confirms, Greenberg Traurig, LLP will repres{:nt HISD in the Matter. Customarily, each few attorneys. At t may be performe delegation may be given area 'or for th
!

lient of the firm has a relationship principally with one attorney, or perhaps a e same time, however, the work required in the Representation, or parts of it, by other firm personnel, including lawyers and legal assistants. Such or the purpose of involving other firm personnel ~'ith special expertise in a purpose of providing services on an efficient and timely basis.

Our Relationships with Others


Our law firm repr rules of professio potentially conflic independent judgm representing anoth other clients conse sents many companies and individuals. In some instances, the applicable al conduct may limit our ability to represent clients with conflicting or ing interests. Those rules of conduct often al:low us to exercise our nt in determining whether our relationship with one client prevents us from r. In other situations, we may be permitted to represent a client only if the t to that representation.

If a controversy U elated to the Matter develops between HISD and an:yother client of the firm, we will fol,low the applicable rules ?f p~ofessional responsibility to deltermine whether we may represent eIther HI D or the other clIent In the unrelated controversy, If a controversy U firm, arid if HISD agrees that we may all purposes under t

~elated to the Matter develops between HISD and any current client of the
lects not to waive any resulting or potential conflic::tof interest, then HISD withdraw from the Representation and may treat HISD as a former client for e governing rules of professional responsibility.

From time to time, our firm may concurrently represent one client in a particular case or matter and, at the same ti e, our firm may be asked to represent an adversary of that same client in an unrelated case or m tter. We would consider doing so only if it is our p]~ofessional judgment that the firm could unde take the concurrent representation impartially and \\'ithout any adverse effect on the responsibilit.es that the firm has to either client. Specifically, it is Pt SSiblethat, during the Representation, some of our present or future clients will have disputes with HISD. By accepting these tenns of engagement, it is expressly understood and ag eed that we may continue to represent, or may undertake in the future to represent, existing or new clients in any matter that is not sub5:tantially related to the

Representation, ev n if the interests of such clients in those other mattj~rsare directly adverse to HISD. We agree, however, that the prospective consent to conflicting; representation contained in the preceding s ntence shall not apply if, as a result of the Representation, we have obtained proprietary or oth r confidential information of a non-public nature that, if known to the other client, could be sed in any other matter by that client with th(~ result of any material disadvantage to HI D. From time to time our firm may concurrently represent one client in 8lparticular case or matter and, at the same ti e, our firm may be asked 1:0represent an adversaf)' of that same client in an unrelated case or atter. We would consider doing so only if it is our professional judgment that the firm could und rtake the concurrent representation impartially and without any adverse effect on 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 our professional 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 in such circumstance if the request for consentis reasonable. In addition to our epresentation of other companies and individuals, w'e also regularly represent lawyers and law fi s. As a result, opposing counsel in the Matter may be a lawyer or law firm that we may repr sent now or in the future. Likewise, opposing co'unsel in the Matter may represent our firm ow or in the future. Further, we have professional cmdpersonal relationships with many other ttomeys, often because of our participation in b~lf associations and other professional org .zations. It is our professional judgment that such, relationships with other attorneys do not versely affect our ability to represent any client. The acceptance of these terms of engagem nt represents an unqualified consent to any such relationships between our firm and other la ers or law firms, even counsel who is representing a party that is adverse to HISD in the Matte that is the subject of this engagementor in some oth,ermatter.

Communications and Confidentiality


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

Disc1aimer
Greenberg TraUrigj LLP has made no promises or guaranteesto HISD about the outcome of the Representation or he Matter, and nothing in these terms of engagement shall be construed as such a promise or uarantee.

Ternunation
At any time, HISi may, with or without cause, terminate the Represeltltationby notifying us of HISD's intention t do so. Any such termination of services will not affect the obligation to pay legal services rend red and expenses incurred before termination, as vl'ell as additional services and charges incurr d in connection with an orderly transition of the Ma1:ter. Weare subject to we practice. Th withdrawing from fees or costs; mi conduct; action c identify in advanc he codes or rules of professional responsibility for the jurisdictions in which e are several types of conduct or circumstances that could result in our representing a client, including, for example, the following: non-payment of representation or failure to disclose material fact:s; fraudulent or criminal trary to our advice; and conflict of interest with ~motherclient. We try to 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 entitle Greenberg Traurig LLP to terminate the Representation, In that event, HISD will take all steps necessary to relea e Greenberg Traurig LLP of any further obligation:; in the Representation or the Matter, includ'ng without limitation the execution of any documents necessaryto effectuate our withdrawal fr m the Representation or the Matter, The right of Greenberg Traurig LLP to withdraw in such ircumstances is in addition to any rights created b)f statute or recognized by the governing rule of professional conduct,

At the close of an matter, we send our files in that matter to a storage facility for storage at our expense. 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 are specifically reque ted to be returned. As to any documents so returned, we may elect to keep a copy of the docum nts in our store files.

Document Retention

Charges for Other Expensesand Services


Typically, our inv other expenses telephone calls, tr and facsimile and HISD for direct vendors. ices will include amounts, not only for legal services rendered, but also for d services. Examples include charges for photocopying, long-distance vel and conference expenses, messenger deliveries, computerized research, other electronic transmissions. In addition, we re:servethe right to send to ayment any invoices delivered to us by others, including experts and any

,~

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

Stand~rds of Professionalismand Attorney Complaint ][nformation


Pursuant to rules p omulgated by the Texas Supreme Court and the Sta1le of Texas, we are to Bar advise our clients f the contents of the Texas Lawyer's Creed. In addition, we are to advise clients that the S ate Bar of Texas investigates and prosecutes complaints of professional misconduct again t attorneys licensed in Texas. A brochure entitled Attorney Complaint Information is ava lable at all of our Texas offices and is likewise a,/ailable upon request. A client that has any questions about State Bar's disciplinary process should call the Office of the General Counsel 0 the State Bar of Texas at 1-800-932-1900 toll free.

,.)

GREENBERG TRAURIG LLP (Houston) EXPENSES AND SERVICES SUMMARY

$1.65 per book (Pricing varies in other office locations) Data Base Researc~ Lexis, W estIaw, Information America Deliveries Ovemigh 4 xpress Outside Co Tier Direct Cost Direct Cost (Pricing varies in other office locations) Costs allocated by the firm

In-House
CourthouselMessengers

$40.00/hour plus transportation (Pricing varies in otheToffice locations)

DocumentScanni~g
Duplicating

$1.50 per page $0.15 per page $0.50 per page $5.00/tape plus $20.0~)/duplication No Charge $90.00-$140.00 per hour $25.00 per hour (Only if necessitated by client requirements) (Pricing varies in othe:roffice locations) Direct Cost on any item or group of items which cost $1.00 or more $28.00 per hour plus ~:upper allowance paid for overtime in excess of 2 hours per day during the week and 6 hours per day on weekends (Pricing varies in other office locations) $0.80 per page plus applicable LD charges $0.30 per minute 80% of direct dial rat~: $10.00 per box (Pricing varies in othe:roffice locations)

Photocopy
Microfil icrofiche Videograp y (duplication) Electronic Mail (vi Internet) Library Research y Library Staff Weekend & Late vening Air Conditioning

Postage
Secretarial Overtin/1e

Facsimile (Outgoiqg)

Telephone
Long Dista Dist

ce

(International) (Domestic)

File

Storage

Retrie

al

Transportation Mileage (pers nal automobile) Lodging Meals Car Rental/Ai line/Rail/Etc. CD-ROM Research Graphic Arts

Applicable IRS allowabl,e rate per mile

Direct Cost
Direct Cost Direct Cost $30.00-$50.00 per Search (Rate varies based on length of search) $55.00 to $115.00 per hour, plus direct cost of

supplies