glazier contracts and invoices

AMENDMENT No. 1 ToPERSONAL SERVICES AGREEMENT

(SPECIAL ASSISTANT ATTORNEY GENERAL)

This Amendment No. 1 ("Amendment"), effective March 28, 2011, to the Personal ServicesAgreement ("Agreement") originally effective March 7, 2011, is entered into between the State of Oiacting by and through its Department of Justice ( " D a r ) and the law firm of Bond, Schoeneck & KbPLLC ("Firm").

I. T h e Agreement is hereby amended by deleting Section 3.1, "Compensation" and replacing it ientirety with the following:

"3.1 Compensation. Subject to the terms and conditions of this Agreement, the Agency shalFirm in accordance with the fee schedule in Section 3.2 below for Services rendered, plus exireimbursement as set forth in Article IV, up to $150,000.00 (the "Maximum Compensation")Firm acknowledges and agrees that the Agency is the primary source of funds for all paymenthis Agreement, but DOJ may make payments on behalf of the State in its sole discretion. T iAgency is not liable to the Firm for payment for those Services performed before the EfDate or after the expiration date of this Agreement or before an amendment to this Agris effective and all requisite approvals have been obtained."

2. E x c e p t as expressly amended above, all other terms and conditions of the Agreement are stillforce and effect. The Firm certifies that the representations, warranties and certifications contained iAgreement are true and correct as of the effective date of this Amendment and with the same effect Ethough made at the time of this Amendment.

3. C a p i t a l i z e d terms used but not defined herein have the meaning ascribed in the Agreement.

4. T h i s Amendment may be executed in several counterparts, by facsimile or otherwise, all of vwhen taken together constitutes one instrument binding on all parties, notwithstanding that all partiesignatories to the same counterpart. Each copy of this Amendment so executed constitutes an origin

below.IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 as set I'm

BOND SCHOENECK & KING PLLC

By:Name:

Title:

Date:

STATE OF OREGON acting by andthrough the DEPARTMENT OF JUSTICE

By:Mary H. Williams

,A

Approved as to Section 3.1 by theUNIVERSITY OF OREGON

By:

Name: / 1 11,1 t h a l k_ _ _ & E /_ _ _ _

Title: 6.gtQc-121,2v i._ C a ) t O c N E -1 - -

Date: , 2 0 I (

Approved as to legal sufficiency:

By:Sliarman MeinersC A • - • + , - “ , ,,d - A + 4

STATE OF OREGONPERSONAL SERVICES AGREEMENT

(SPECIAL ASSISTANT ATTORNEYS GENERAL)

This Agreement is between the State of Oregon ("State"), acting by and through itsDepartment of Justice ("DOJ") and the law firm of Bond, Schoeneck & King, PLLC (the "Film").

RECITALS

Pursuant to ORS Chapter 180 DOJ provides legal services required by the State and its variolagencies, departments, boards, bureaus, commissions, and officers; and

DOJ has authority under ORS Chapter 180 to contract with counsel outside of Dal to providState with certain legal services on behalf of DOJ; and

DOJ desires to contract for legal services with outside counsel to provide advice and represetto Oregon State Board of Higher Education, University of Oregon ("Agency"); and

The Firm desires to provide the legal services required under this Agreement; and

The parties desire to set forth the terms and conditions governing their relationship in connecwith such legal services, consistent with the rules of professional conduct applicable to all attorneys.

NOW THEREFORE, the parties agree as follows:

AGREEMENT

Artic le IEffective Date and Duration

1.1 E f f e c t i v e Date. This Agreement is effective on March 7, 2011, (the "Effective Date"terminates on September 30, 2011 (the "Term"), unless earlier terminated, or extended by amendmeiaccordance with this Agreement.

1.2 S p e c i a l Assistant Attorneys General Appointment. By signing as identified in Exhibthe attorney[s] set forth in Exhibit A agree to accept appointment as Special Assistant Attorneys Gelfor the purpose of and subject to this Agreement, and to take an Oath of Office or an Affirmation ofin a form substantially similar to one of the samples set forth as Exhibit B-1 and B-2. By signatureither the Attorney General or Deputy Attorney General to this Agreement, the attorney[s] set forth iExhibit A are appointed as Special Assistant Attorneys General (each a "SAAG"). Either the PatonGeneral or Deputy Attorney General may withdraw appointment of a SAAG at any time and for anyreason. The Firm shall deliver to the Supervising Attorney (as defined in Article XI of the Agreemeiproperly dated, executed and notarized Oath of Office or Affirmation of Office for each attorney ideiin Exhibit A.

Article I IStatement of Work

ATTORNEYS HOURLY RATE

Michael S. Glazier $ 330 per hourRick Evrard $ 300 per hour

Steve Morgan $ 295 per hour

Kyle Skillman $ 205 per hour

2.1 L e g a l Services. Upon request by a Contact Attorney as listed in Section 11.2("Contact Attorney"), the Firm shall provide the following legal services (the "Services"):

Advise Agency regarding investigations by the National Collegiate Athletic Association("NCAA") and the Pacific-12 Conference ("Pae-12"), and regarding compliance, enforcermand other issues that arise from the foregoing.

2.2 Super v is ion. The Firm shall cause all Services performed, and work product delivereunder this Agreement by the Firm's attorneys and staff to be either performed or supervised and apptby a SAAG.

2.3 Q u a l i t y . The Firm represents and warrants that the Services will be performed in aand professional manner in accordance with the standards of the legal profession.

Article I I ICompensation; Payment

3.1 Compens at ion. Subject to the terms and conditions of this Agreement, the Agency sl-pay the Firm in accordance with the fee schedule in Section 3.2 below for Services rendered, plus ex

reimbursement as set forth in Article IV, up to $25,000.00 (the "Maximum Compensation"). The Fiacknowledges and agrees that the Agency is the primary source of funds for all payments under thisAgreement, but DOJ may make payments on behalf of the State in its sole discretion. The Agency iliable to the Firm for payment for those Services performed before the Effective Date or after 1expiration date of this Agreement or before an amendment to this Agreement is effective and arequisite approvals have been obtained.

3.2 Pr ofes s ional Fee Schedule. The Firm's fees for Services are the lesser of the followirrates or the Firm's customary and reasonable rates.

To reduce legal fees, the Film agrees to assign tasks among its attorneys commensurate withlevel of expertise required and to use paralegals, legal assistants, law clerks or support staff whereappropriate. The Firm shall not bill separately for secretarial, clerical, or other support staff services

3.3 Su b m is s io n of Invoice. The Firm shall deliver invoices to the Supervising Attorney (monthly basis for Services performed. Invoices may be delivered via email as an attachment and thcdate of receipt will be presumed to be the date sent. The Firm shall in any case always deliver ahardcopy original of all invoices. Invoices must describe all Services performed and work productdelivered, with particularity, including by whom it was performed, and must itemize and explain allexpenses for which reimbursement is claimed. The Firm's invoices also must include the total amoubilled to date under the Agreement prior to the current invoice. The Firm shall specifically note ininvoice when one-third and two-thirds of the Maximum Compensation amount set forth in Section 3above has been expended, including Article IV expense reimbursements. DOJ Administrative Serviwill forward the invoice to the Agency for payment after the Supervising Attorney reviews the invoi,and approves any undisputed amounts for payment.

4.1follows:

Artic le IVExpenses

Reimbursement. The Agency shall reimburse the Firm for reasonable expenses only

4.1.1 Photocopy ing. For normal photocopying at a maximum of 10 cents per pagethe Firm's actual costs for expedited or oversized document photocopyingauthorized in advance by the Contact Attorney.

4.1.2 Postage/courier. For postage and courier services at the Firm's actual costs.

4.1.3 Telephone/facs imile. For long-distance telephone service and long-distancefacsimile at the Firm's actual cost.

4.1.4 Cons ultant. For rules compliance consultant services at $215.00 per hour.

4.1.5 T r av e l.

4.1.5 (a) For travel expenses in accordance with the State's travel policyestablished in the Oregon Accounting Manual, available from the 1Department of Administrative Services State Controller's Divisiorhttp://www.das.state.orms/DAS/SCD/SARS/policies/oam/40. I 0.00.P(the "State Travel Policy"). Agency will only reimburse travel anrelated out of pocket e.g. hotel, restaurant, parking expenses, whertravel and related expenses have been approved in advance and inby the Contact Attorney. The Firm must conduct all travel in the refficient and cost-effective manner resulting in the best value to th

4.1.5 (b) Out of State Travel. For travel expenses incurred while traveling tofrom the State of Oregon ("Out-of-State Travel") only when approvadvance, and in writing, by the Contact Attorney. Out-of-State Tralexpenses are subject to the restrictions set forth in the State Travelnnd O RS '797 710

4.1.5 (c) Rates. For travel expenses of the Firm at the rates set forth in the StTravel Policy as of the date the Firm incurred the travel or other exc

4.2 O t h e r Expenses. The Firm shall obtain the separate prior written approval of the CoilAttorney before incurring any other expenses for which the Firm will seek reimbursement from theAgency.

4.3 Ex pens es Included in Maximum Compensation. A l l expenses referenced in thisArticle IV are included in the Maximum Compensation amount.

5.1 C o n fl ic t s .

Artic le VConflicts; Procedure for Consent

5.1.1 S in g le Agency. Although the Attorney General provides advice to the Statewhole, under the appointment in this Agreement and for purposes of the lamrules of the jurisdiction under which attorneys of the Firm practice law undcAgreement, the Firm represents as a client only the Oregon State Board of I-Education, University of Oregon and no other State institution. NeverthelesFirm shall not use information relating to the representation of a client whicFinn acquires under the appointment under this Agreement to the disadvantany State officer, agency, board or commission. The SAAG is directed notshare such information with any lawyer in the SAAG's Firm who does not Eagree to comply with this restriction.

5.1.2 Infor med Consent. As of the Effective Date, the Firm represents that it hasprovided adequate information to DOJ related to any conflicts of interest withe meaning of the laws or rules of the jurisdiction under which attorneys ofFirm practice law under this Agreement for purposes of obtaining the Agen(informed consent.

5.2 R e q u e s t for Consent. After the Effective Date, if the Firm determines that a contlicinterest exists within the meaning of the laws or rules of the jurisdiction under which the Firm pra(law under this Agreement, between the interests of the Agency and the interests of another clientrepresents or proposes to represent, and the Agency has not consented to the conflict of interest, thFirm shall deliver a written request for consent to the Supervising Attorney, with a copy to the DOConflict Consent Coordinator, Department of Justice, General Counsel Division, 1162 Court St. NSalem, OR 97301-1096. Consent is not effective until the Deputy Attorney General, the AttorneyGeneral, or the Attorney General's designee has delivered written consent to the conflict of interesthe Firm. Deliveries under this Section may be by e-mail.

5.3 A d d i t i o n a l Restrictions. Nothing under this Article V waives or diminishes therestrictions on SAAGs set forth in Section 7.2. I n addition, nothing in this Agreement limits the Fobligations to comply with its ethical obligations in all respects in delivering Services, including tlr Pr m i r pm er i tc n t I N I i i i r ;c r l i ot i tyn t h p q i-I T A r r I p w c P i r r n r v r n o t i n r . 1 Q u E 7

Agency's informed consent under Section 5.2 if the Firm's representation of a client adverse to anState entity in a particular matter will be adverse to the Agency within the meaning of the laws or Iof the jurisdiction under which the Firm practices law under this Agreement.

Article VITermination

6.1 P a r t i e s ' Right to Terminate. DO I may terminate this Agreement immediately upondelivery of written notice to the Firm. The Finn may terminate this Agreement effective upon deliv(of thirty (30) days written notice to DOI, provided termination is consistent with the Firm's ethicalobligations.

6.2 R emed ies . The rights and remedies provided in this Article VI are not exclusive, andin addition to any other rights and remedies provided by law or under this Agreement. Terminationthis Agreement pursuant to Sections 6.1 is without prejudice to any obligations or liabilities of eitherparty already accrued prior to such termination. However, upon receiving a notice of termination unthis Article VI, the Firm shall immediately cease all activities under this Agreement, unless expressl:directed otherwise by DOI in the notice of termination.

6.3 R ev oc a t ion of Appointment. Termination of this Agreement revokes any appointmetSAAG pursuant to this Agreement. The appointment of an individual SAAG is revoked upon the dathe individual is no longer associated with the Firm.

Article VI ICompliance with Applicable Law

7.1 C omp l ianc e . The Firm shall comply with all federal, state and local laws, regulationexecutive orders and ordinances applicable to this Agreement.

7.2 P r o h ib i t e d Acts. Each attorney identified in Exhibit A is appointed as SAAG underthis Agreement. A SAAG is a state officer for the purpose of, and shall not act in contravention of,Article XV, § 7 of the Oregon Constitution.

Article VI I IWork Product

8.1 O w ne r s h ip . The Firm's work product that results from this Agreement is the propertthe State, although the Firm reserves the right to retain copies of such work product and to use the saconsistent with its ethical obligations.

8.2 D e l i v e r y . The Firm shall cause all work product it produces under this Agreement todelivered to the Contact Attorney as it is produced.

8.3 Su r r e n d e r of Work Product. Upon request by the Supervising Attorney, the Firm shasurrender to DOJ or anyone the Supervising Attorney designates all copies of final versions of any vwork nroduct_ documents. research or objects or other tangible things needed to comnlete the Servic

8.4 R e p o r t s . Upon request by the Supervising Attorney, the Firm shall provide reportssummarizing significant Services performed under this Agreement and developments in any deliverEproceedings or negotiations.

Artic le IXIndemnity

THE FIRM SHALL DEFEND, SAVE, HOLD HARMLESS, AND INDEMNIFY THE STOF OREGON, DOJ AND THE AGENCY, THEIR RESPECTIVE OFFICERS, EMPLOYEES,AGENTS AND MEMBERS AS APPLICABLE, FROM AND AGAINST ALL CLAIMS, SUITS.ACTIONS, LOSSES, DAMAGES AND LIABILITIES RESULTING FROM, ARISING OUT OfRELATING TO THE INTENTIONAL OR NEGLIGENT TORTIOUS ACTS OR OMISSIONS CTHE FIRM OR ITS OFFICERS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS ASAPPLICABLE UNDER THIS AGREEMENT.

Artic le XInsurance

10.1 Profess ional Liability. The Firm shall maintain professional liability insurance in a fiand in an amount not less than is required by the jurisdiction where attorneys of the Firm practice launder this Agreement.

10.2 Wor k er s ' Compensation. A l l employers, including the Firm, that employ subject wowho perform work under this Agreement in the State of Oregon shall comply with ORS 656.017 ancprovide the required Workers' Compensation coverage, unless such employers are exempt underORS 656.126. The Firm shall ensure that each of its subcontractors complies with these requiremen

Artic le XISupervising Attorney: Contact Attorney

11.1 Superv is ing Attorney. The Supervising Attorney for this Agreement is Robert Conn(any other DOJ attorney designated by the Attorney in Charge of the Governments Services Section,General Counsel Division, Department of Justice. The Attorney in Charge of the Business TransactiSection, General Counsel Division, Department of Justice (the "AIC") may designate a successorSupervising Attorney upon written notice to the Firm. Only the Supervising Attorney or another perdesignated by the AIC upon notice to the Firm is authorized to act on behalf of DOJ under this Agre,The Supervising Attorney's authority may be temporarily delegated to another attorney at DOJ byto the Firm from the Supervising Attorney or the AIC.

11.2 C on tac t Attorney. The Contact Attorney for this Agreement is Randolph Geller.

11.3 D ir ec t ion. The Firm shall obtain clarification about the type of Services included inSection 2.1 from a Supervising Attorney to determine the Services to be performed under this AgreeThe Firm shall submit all interpretations of Oregon law to the Supervising Attorney for review priorissuance of advice based on such interpretation. The Finn shall obtain prior approval from the SupeA f t evrin at , e n r fi n n i t lif -; at ; a n r s c r r t - orvH-14. -n-idarrt a ni--; a n

11.4 S A A G Judgment. The Firm shall exercise independent judgment and control with reto the means and manner of performance under this Agreement.

Artic le XI IIndependent Contractor Status; Taxes; Certificates

12.1 Independent Contractor. The Firm is an independent contractor under this AgreemenFirm represents and warrants that the Firm and each SAAG (i) are not employees of the State of Ore(ii) are not employees of the federal government, and (iii) notwithstanding their standing as state offipursuant to the Oregon Constitution as set forth in Section 7.2 above, are not officers, employees, orof the State, as those terms are used or defined in ORS 30.260 and 30.265.

12.2 T ax es . The Firm is responsible for all federal and state taxes applicable to anycompensation or payments paid to the Firm under this Agreement. I n the event the Firm is subject t(withholding, DOJ and the Agency may withhold from such compensation or payments any amount(cover the Firm's federal or state tax obligations.

12.3 N o Benefits. Neither the Firm nor any SAAG is eligible for any federal social securi-unemployment insurance, or workers' compensation benefits from compensation or payments paid t

Firm under this Agreement, except as a self-employed individual.

12.4 Cer tificate. Upon execution of this Agreement, the Firm shall deliver to DOJ the SACertificate attached as Exhibit C.

Artic le XI I IMiscellaneous

13.1 Not ic es . Except as otherwise provided in this Agreement, all notices, requests, demaother communications required by or otherwise concerning this Agreement must be in writing and a]effective when delivered personally (by courier service or otherwise), when delivered by facsimile mreceipt confirmed by the recipient by telephone, or seven days after being mailed by first-class mail,postage prepaid and return receipt requested in each case to the applicable addresses set forth below.e-mail addresses provided below are not given for purposes of providing notice under this Section.

IF TO DOJ: IF TO CONTACT ATTORNEYFOR AGENCY:

Supervising AttorneyRobert ConnellDepartment of JusticeJustice Building1162 Court St. NESalem, OR 97301

Direct: (503) 947-4530Fax: (503) 378-6100em ai l : Robert.w.connell(a)doj.state.orms

Contact AttorneyRandolph GellerUniversity of OregonOffice of the President1226 University of OregonEugene, OR 97403

Direct: (541) 346-3082Fax: (541) 346-6110email: [email protected]

IF TO FIRM:

SAAGMichael S. GlazierBond, Schoeneck & King, PL17500 College Boulevard, Suit(Overland Park, KS 66210

Direct: (913) 234-4413Fax: (913) 234-4401email: mglazierbsk.com

13.2 Ex h ib i t s and Attachments. The exhibits and attachments to this Agreement areincorporated by this reference, Terms defined in this Agreement have the same meaning in the exhiland attachments.

13.3 Subcontracts and Assignment; Successors in Interest. The Firm shall not enter into a]subcontracts for any of the Services, or assign or transfer any of its interest in this Agreement, witholDM's prior written consent. DOJ may, as a condition to giving its prior written consent, require thasubcontract contain such provisions as DOJ deems reasonably appropriate. Consent to any subcontr,does not relieve the Firm of any of its duties and obligations under this Agreement. Nor does it relieFirm, a SAAG and supervised attorneys of their respective ethical obligations and professional liabilThe provisions of this Agreement are binding upon and inure to the benefit of the parties hereto, andrespective successors and permitted assigns, if any.

13.4 Enforceable Rights; Amendments. Only the State and the Firm have enforceable ri,and remedies under this Agreement. This Agreement may be amended only by a written agreemeisigned by DOJ and Firm. DOJ and Firm may amend or terminate this Agreement without the consAgency, provided however that any amendment to Articles III, IV or Sections 1.1, 13.4 or 13.5 reqthe written consent of Agency.

13.5 F u n d s Available and Authorized. The Agency represents to the Firm that it has suffi(funds currently available and authorized for expenditure to finance the costs of this Agreement withibiennial appropriation or limitation. The Agency's payment of amounts under this Agreement attribto Services performed after the last day of the current biennium is contingent upon the Agency recei,from the Oregon Legislative Assembly appropriations, limitations, or other expenditure authoritysufficient to allow the Agency, in the exercise of its reasonable administrative discretion, to continuemake payments under this Agreement. I n the event the Oregon Legislative Assembly fails to approNsufficient appropriations, limitations or other expenditure authority to the Agency, DOJ may terminaAgreement without penalty or liability to the State.

13.6 Rec ords Maintenance; Access. The Firm shall maintain all financial records relatingAgreement in accordance with generally accepted accounting principles. I n addition, the Firm shallmaintain any other records pertinent to this Agreement in such a manner as to clearly document the Iperformance hereunder. The Firm shall permit DOJ, the Oregon Secretary of State's Office, the fed(government, and their duly authorized representatives, to have access to such financial records and obooks, documents, papers, plans and writings of the Firm pertinent to this Agreement to enable themperform examinations and audits, and make excerpts and transcripts. The Firm shall retain and keepsuch financial records, books, documents, papers, plans, and writings for a minimum of six (6) yearssuch longer period as may be required by applicable law, following final payment and termination °-Agreement, or until the conclusion of any audit, controversy, or litigation arising out of or related toAgreement, whichever date is later.

13.7 G ov er ning Law; Venue; Consent to Jurisdiction.

13.7.1 Choice of Law. The laws of the State of Oregon (without giving effect to itsconflicts of law principles) govern all matters arising out of or relating to thisAgreement, including, without limitation, its validity, interpretation,construction, performance, and enforcement.

13.7.2 Designation of Forum. Any party bringing a legal action or proceedingagainst any other party arising out of or relating to this Agreement shall bringthe legal action or proceeding in the Circuit Court of the State of Oregon forMarion County. Each party hereby consents to the exclusive jurisdiction ofsuch court, waives any objection to venue, and waives any claim that suchforum is an inconvenient forum.

13.7.3 Federal Forum. Notwithstanding Section 13.7.2, if a claim must be broughtfederal forum, then it must be brought and adjudicated solely and exclusivelywithin the United States District Court for the District of Oregon. This sectioapplies to a claim brought against the State of Oregon only to the extent ConEhas appropriately abrogated the State of Oregon's sovereign immunity and isconsent by the State of Oregon to be sued in federal court. This section is alsa waiver by the State of Oregon of any form of immunity, including but notlimited to sovereign immunity and immunity based on the Eleventh Amendmto the Constitution of the United States.

13.8 F o r c e Majeure. Neither the State nor the Firm are responsible for delay or default caby fire, riot, acts of God, or war, where such cause was beyond the State's or the Firm's respectivereasonable control. The Firm shall, however, make all reasonable efforts to remove or eliminate suecause of delay or default, and shall, upon the cessation of the cause, diligently pursue performance oobligations under this Agreement.

13.9 Severability . The parties agree that if any term or provision of this Agreement is decby a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaiterms and provisions are not affected, and the rights and obligations of the parties are to be construe(enforced as if the Agreement did not contain the particular term or provision held to be invalid.

13.10 Waiver . No provision in this Agreement may be waived, except pursuant to a writiniexecuted by the party against whom the waiver is sought to be enforced. A waiver made on one occis effective only in that instance and only for the purpose that it is given and is not to be construed aswaiver on any future occasion.

13.11 Execution and Counterparts. This Agreement may be executed in several counterparall of which when taken together constitute one Agreement binding on all parties, notwithstanding -Ifall parties are not signatories to the same counterpart. Each copy of the Agreement so executedconstitutes an original.

13.12 Disclosure of Tax ID Number. The Firm must provide the Firm's federal tax ID numThis number is requested pursuant to the requirements of OAR 150-305.100. Numbers disclosed pu:to this authority will be used for the administration of state, federal and local tax laws.

Date: -2 •

,20 / /

Date: 3 - ,20 / /

13.13 Surv ival. The covenants, warranties, representations, rights, and obligations set forthArticle V, Article VIII, Article IX, Sections 13.6, 13.7, 13.9 and this Section 13.13 survive tenninati(this Agreement.

13.14 Mer ger Clause. T H IS AGREEMENT AND ATTACHED EXHIBITSCONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES RELATING T O ]SUBJECT MATTER IDENTIFIED IN ARTICLE II. T HERE ARE NO UNDERSTANDINGAGREEMENTS OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HER]REGARDING THIS AGREEMENT. T H E FIRM, BY ITS SIGNATURE BELOW, HEREBNACKNOWLEDGES THAT THE FIRM'S AUTHORIZED REPRESENTATIVE HAS READAND UNDERSTOOD THIS AGREEMENT, AND THAT THE FIRM AGREES TO BE BOUBY ITS TERMS AND CONDITIONS.

BOND, SCHOENECK & KING, PLLC

By:

Name:

Title:

By:

/1/e-H-4L-- (1- 5 - 1 -R - 7 - /

A/7/1-2?)67-z-STATE OF OREGON, acting by and through the

OREGON DEPARTMENT OF JUSTICE

Mary H. Williams, Deputy Attorney General

Reviewed

B y:. A- -- ---

C Sth ar ma n Meiners, Senior/Assistant Attorney General

Approved as to Articles III, IV, and Sections 1.1, 13.4 and 13.5 by theUNIVERSITY OF OREGON

By:

Name: Randolnli Geller. General Counsel

Date: / , 20 ) /

O Z Y D a t e : S t ,

APPOINTMENT OF SPECIAL ASSISTANT ATTORNEYS GENERAL

The individual attorneys identified in Exhibit A of this Agreement, members or associates of thof Bond, Schoeneck & King, PLLC, having agreed to accept appointment as Special Assistant Att(General, are hereby appointed Special Assistant Attorneys General for the purposes and subject to tl-terms and conditions of this Agreement.

STATE OF OREGON, acting by and through theOREGON DEPARTMENT OF JUSTICE

By:Mary H. Williams, Deputy Attorney General

Date: 3 1 9 , 2 0 / (

*Each attorney must sign this form.

ATTORNEY NAMESTATE/DISTRICT

OFBAR ADMISSION

DATEADMITTED SIGNATURE'

Michael S. Glazier Illinois, 1987,..

- - /Missouri 1979

A O S IRick Evrard Kansas 1993 A

1 f '

Steve Morgan Kansas 1974 'war —% I A A•• 1

Kyle Skillman Kansas 2004d ar ral rt ri l ;-

,..._ . 6 1 1 1 1 1

EXHIBIT A

PERSONAL SERVICE AGREEMENT(SPECIAL ASSISTANT ATTORNEYS GENERAL)

The following attorneys are members or associates of the firm of Bond, Schocneck & King, PIare members in good standing of the bar of the state or district indicated below and each, by executhbelow, have agreed to accept appointment as Special Assistant Attorneys General subject to the terrrconditions of this Agreement.

State of

County ofSS.

EXHIBIT B-1

STATE OF OREGONDepartment of Justice

OATH of OFFICE

, dosolemnlyswearthatI wi l lsupporttheConstitutiono f theUnStates, the Constitution of the State of Oregon, and the laws thereof, and that I will faithfully dischthe duties of Special Assistant Attorney General according to the best of my ability, so help me Gc

Subscribed and sworn to before methis d a y of , 20

Notary Public forMy commission expires

Note: Execute this oath of office before either a notary public or judicial official and return it to tlSupervising Attorney for filing with the Secretary of State.

State of

County ofSS.

EXHIBIT B-2

STATE OF OREGONDepartment of Justice

AFFIRMATION of OFFICE

Signed and affirmed before methis d a y of , 20

Notary Public forMy commission expires

, dosolemnlyaffirmthatI wi l lsupporttheConstitutiono f theUnStates, the Constitution of the State of Oregon, and the laws thereof, and that I will faithfully dischthe duties of Special Assistant Attorney General according to the best of my ability.

Note: Execute this oath of office before either a notary public or judicial official and return it to thSupervising Attorney for filing with the Secretary of State.

Name:Bond, Schocneck & King, PLLC

Federal Tax ID #: x , /

Above payment information must be provided prior to Agreement approval. This informationbe reported to the Internal Revenue Service (IRS) under the name and taxpayer I.D. number submitte(See IRS 11"--9 for additional instructions regarding taxpayer ID numbers.) Information not matchingrecords could subject SAAG to 3] percent withholding.

On behalf of the Firm, 1, the undersived, certify that: (1) I have authority to sign this Agrecon behalf of the Firm; (ii) no attorney will perform Services under this Agreement unless the attorn(A) a member of the Firm who has been appointed and has accepted appointment as a Special ASSi5Attorney General, or (B) an employee, affiliate, or subcontractor of the Firm working under thesupervision of a member of the Firm who has been appointed and has accepted appointment as a Sr.Assistant Attorney General; and ( iii) each attorney identified in Exhibit A has accepted appointmeta Special Assistant Attorney General and is a member in good standing of the bar of the stale indicon Exhibit A.

On behalf of the Firm. I further certify under penalty of perjury, that: the undersigned is authoto act on behalf of the Finn, and that the Firm is, to the best of the Firms knowledge, not in violationany Oregon Tax Laws. For purposes of' this certification, "Oregon Tax Laws" means a state tax imrby ORS 320.005 to 320.150 (Amusement Device Taxes), 403.200 to 403.'250 (Tax For EmergencyCommunications), 118 (Inheritance Tax), 314 (Income Tax), 316 (Personal Income Tax), 317(Corporation Excise Tax), 318 (Corporation Income Tax), 321 (Timber and Forest Land Taxation) ;323 (Cigarettes And Tobacco Products) and the elderly rental assistance program under ORS 310.6310.706 and any local taxes administered by the Department of Revenue under ORS 305.620.

Bond Schoeneck & King, PLLC

By:/

cName: • 6. '/ 6 - 7 - 1

-- •

'Fit I e: h q A t t - - /

Date: _ _ A / ilp r c i to , 20 i t_

EXHIBIT C

CERTIFICATE OF FIRM

Address:7500 College Boulevard, Suite 910Overland Park, KS 66210

Direct: (913) 2 3 4,4 4 1 3Fax: (913) 234-4401

BOND, SCHOENECK & KING, PLLCATTORNEYS AT LAW7500 College Boulevard, Suite 910Overland Park, Kansas 66210-4035

RANDY GELLER, ESQ.GENERAL COUNSEL-UNIVERSITY OF OREGON

OFFICE OF GENERAL COUNSEL1226 UNIVERSITY OF OREGONEUGENE, OR 97403-1226

For Legal Services Rendered through 06/30/11,

FOOTBALL INVESTIGATION650784

Date I n i t . H o u r s D e s c r i p t i o n

06/15/11 M S G 6 . 0 0

06/16/11 M S G 7 , 0 0

06/17/11 M S G 5 . 0 0

06/21/11 M S G 0 . 7 5

06/'22/11 MSG 0 . 2 5

Accounts Are Due Within 30 Days.

Page: 1

IRS. NO. 27-0015651

TEL: (913) 234-4400FAX: (913) 234-4401

July 13, 2011Bill Number: 19454349

BOND, SCHOENECK & KING, PLLCATTORNEYS AT LAW

7500 College Boulevard, Suite 910Overland Park, Kansas 66210-4035

UNIVERSITY OF OREGON

Date I n i t . H o u r s D e s c r i p t i o n

06/23/11

06/27/11

MSG 1 . 2 5

MSG 0 . 2 5

Total Fees for Matter: $ 6 , 7 6 5 . 0 0

Matter Disbursement SummaryAirfare — MSG—Eugene (6/15 — 6/17) 1 0 2 7 . 8 0Hotel Charges 3 5 1 . 7 5Rental Car 1 5 8 . 1 2Travel Expenses ($34.40 airport parking prorated) 3 4 . 4 0Meals ($12, $4•18, $4.65, $4.47) 1 6 . 3 0

Copy ChargesLong Distance Telephone Charges

Total Billed to Date: $49,507.38 ($492.62 from being 'A of $150,000 total)

Accounts Are Due Within 30 Days

Page: 2

IRS, NO. 27-0015651

TEL: (913) •234-4400FAX: (913) 2 3 4-4 4 0 1July 13, 2011

Bill Number: 19454349

5.000.75

Total Disbursements $ 1 , 5 9 4 . 1 2

TOTAL FOR THIS MATTER $ 8 , 3 5 9 . 1 2



RANDY GELLER, ESQ.GENERAL COUNSELUNIVERSITY OF OREGONOFFICE OF GENERAL COUNSEL1226 UNIVERSITY OF OREGONEUGENE, OR 97403-1226

Client ID: 0 5 0 5 3 7

Matter ID: 6 5 0 7 8 4

Total Legal ServicesTotal DisbursementsTotal for Bill Number 19454349

REMITTANCE ADVICE(Please return this page with your payment)

Use the following instructions I f you wish to wire funds for payment of this bill:

Accounts Are Due Within 30 Days,

Page: 3

IRS, NO. 27-0015651

TEL: (913) 234-4400FAX: (913)234-4401

July 13, 2011Bill Number: 19454349

$6,765.001,594.12

$8,359.12

BOND, SCEIOENECK & KING, PLLCATTORNEYS AT LAWMO College Boulevard, Suite 910Overland Park, K a-nsas62 10-4 0 3 5

RANDY GELLER, ESQ.GENERAL COUNSELUNIVERSITY OF OREGONOFFICE OF GENERAL COUNSEL1226 UNIVERSITY OF OREGONEUGENE, OR 974034226

For Legal Services Rendered through 07/31/11.

Pate

07/02/11

FOOTBALL INVESTIGATION650784

In it.

MSG

07/04/11 M S G

07105/11 M S G

Hours D e s e l tion

0.75

0,50

3.75

Accounts Are Due Within 30 Wye.

Page:

IRS, NO, 27-0015651

MIA (913) 234-4400FAX (913) 2344101August 12, 2011



07/06/11 MSG 2,25

07/07/11 CDS 6.00

MSG 1,00

07/08/11 CDS 2.50

MSG 0.25

07/11/11 MSG 9.00

07/12/11 MSG 0.25

07/13/11 MSG 0.25

7500 College Boulevard, Suite 910 T E L : (913) 234-4400Overland Park, Kansas 66210.4035 F A X : (913) 234-4401


Mounts An Due Within 30 Dam

Page: 2

MS. NO.27-0015651

August 12, 2011Bill Number: 19457149


07/18/11 MSG 1,0007/19/11 MSG 1,00

07/20/11 KSP 0.75

07121/11 MSG 2,25

KSP 0.75

07/22/11 MSG 2,50

KS? 7,50



Accounts Arc Duo Within 30 Days.

Pogo'. 3

IRS, NO, 27-0015651

TEL: (913)234-4400FAX: (913) 234-4401


BOND, SCHOENECK & KING, PLLCATTORNEYS AT LAW7500 College Boulevard, Suite 910Overland Park, 'Kansas 66210-4035


07/25/11

07/26/11

KSP 0 , 5 0

MSG 0 . 2 5

07/27/11 M S G 0 . 5 0

Total Fees for Matter:

Matter Disbursement SummaryAirfare — MSG — Dallas (7/11)Rental CarTravel Expenses ($44.40 airport mileage [80 mi @ 55V2C;

$20 airport parking [prorated at th]; $6 car rental toil charges)Meals ($5.09, $8.62)

Long Distance Telephone ChargesTotal Disbursements

TOTAL FOR THIS MATTER

Total Billed to Date: $61,578,11 ($38,421.89 from being o f $150,000 total)

Ar.cnnats Arc Ditc Within 30- Days.

Page. 4

375.55

IRS. NO. 27-0015651

$11,430.00

161.4570.4013.71

19.62

TEL: (913) 234-4400FAX: (913) 234-4401


$640.73

$12,070.73

130ND, SCHOBNECK & KIM PILCATTORNEYS AT LAW7500 College Boulevard, Suite 9J 0Overland Park, Kansas 662104035

RANDY GELLER, ESQ.GENERAL COUNSELUNIVERSITY OE OREGONOFFICE OF GENERAL Co l ima ,1226 UNIVERSITY OF OREGONEUGENE, OR 97403-1226

Client ID: 0 5 0 5 3 7

Matter ID: 6 5 0 7 8 4 •

REMITTANCB ADVICE(Please return thts pane with your payment)

Total Legal Services $ 1 1 , 4 3 0 . 0 0Total Disbursements 6 4 0 , 7 3

Total for Bill Number 09457149 $ 1 2 , 0 7 0 , 7 3

Use the following InstrnetIons If you wish to wire fonds for payment of this bIlltABA /IfBank: Keyrina, 201 South Warren St., Syracuse, NY J3202Ammar& B o n d , Schoeneek &King, PLLCReferenced Bill Numberwi r r ( f o r international wires only)

Acmi al Am D W i t h t n OD y r,

Pap! 5

IRS, NO, 27-0015651

TEL: (913)234.4400FAX (913)234 4401August 12, 2011


BOND, SCHOENECK & KING, PLLC ATTORNEYS AT LAW

7500 College Boulevard, Suite 910 Overland Park, Kansas 66210-4035

RANDY GELLER, ESQ. GENERAL COUNSEL UNIVERSITY OF OREGON OFFICE OF GENERAL COUNSEL 1226 UNIVERSITY OF OREGON EUGENE, OR 97403-1226

IRS. NO.

TEL: (913) 234-4400 FAX: (913) 234-4401

September 14, 2011 Bill Number: 19460122

For Legal Services Rendered through 08/31/11.

FOOTBALL INVESTIGATION 650784

Date In it.

08/03111 MSG

08/08/11 MSG

08/20/11 MSG

08/26/11 MSG

08/27/11 MSG

Hours

3.00

1.00

0.25

0.50

0.50

Description

Participated in -Telephone conference with worked on

conference with

Correspondence with attorney Witkow regarding W. interview participation; correspondence with

with

Telephone conference with <nL\JJ.u•<J Witkow regarding W. Lyles;


Page: 1

BoND, SCHOENECK & KING, PLLC ATTORNEYS AT LAW



08/29/11 MSG

Hours

0.75

Description

Telephone conference with

IRS. NO. 27-0015651

TEL: (913) 234-4400 FAX: (913) 234-4401

September 14,2011 Bill Number: 19460122

08/30/11 MSG 0.50 Met with Ms. Cretors (NCAA) and correspondence with Ms. Thurnes Mr. Lyles intervievv; correspondence with

Total Fees for Matter:

Matter Disbursement Summary Long Distance Telephone Charges

Total Disbursements

TOTAL FOR THIS MATTER

Total Billed to Date: $63,728.66 ($36,271.34 from being % of $150,000 total)


Page: 2

$2,145.00

5.55

$5.55

$2,150.55

BOND, SCHOENECK & KING, PLLC ATTORNEYS AT LAW


RANDY GELLER, ESQ. GENERAL COUNSEL UNIVERSITY OF OREGON OFFICE OF GENERAL COUNSEL 1226 UNIVERSITY OF OREGON EUGENE, OR 97403-1226

REMITTANCE ADVICE (Please return this page with your payment)

Client ID: 050537

Matter ID: 650784

Total Legal Services

Total Disbursements

Total for Bill Number : 19460122

Use the following instructions if you wish to wire funds for payment of this bill: ABA#:··--Bank: KeyBank, 201 South Warren St., Syracuse, NY 13202 Account #: Bond, Schoeneck & King, PLLC Reference: Bill Number SWIFT#: international wires only)


Page; 3

IRS. NO. 27-0015651

TEL: (913) 234-4400 FAX: (913) 234-4401

September 14, 2011 Bill Number: 19460122

$2,145.00

5.55

$2,150.55

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