PARKER & COVERT LLP

Parker & Covert LLP, founded on July 1, 1978, is a limited liability law partnership consisting of attorneys Spencer E. Covert, John E. Hayashida, Henry R. Kraft, Jonathan J. Mott, Michael Y. M. Toy, Douglas N. Yeoman, Cynthia A. Yount, Steven Montanez and Nancy Finch-Heuerman, as partners, and associate attorneys Digna Olmos, Joyce Paul, Julie McCloskey, and Michael T. Travis. Clayton H. Parker, one of the founding partners of Parker & Covert, retired from the firm in August, 2003. Our primary practice consists of representing school districts and community colleges throughout Southern California.

Parker & Covert LLP has a wide range of experience in all matters representing public agencies, including school and community college districts. The firm has received an "AV" rating from Martindale-Hubbell, its highest rating. According to the Martindale-Hubbell Law Directory, "A" represents from "Very High to Preeminent" with respect to "Legal Ability Rating" and "V" stands for "Very High" with respect to the "General Ethical Standards Rating."

Our law firm is strongly committed to diversity in our own employment practices. In our 14-member law firm, six of the attorneys are women, two attorneys are Hispanic, and two attorneys are Asian.

Parker & Covert LLP presently serves in either a general counsel or special counsel capacity to the following public agencies in California:

• Alvord Unified School District
• Arcadia Unified School District
• Bonita Unified School District
• Cerritos Community College District
• Charter Oak Unified School District
• Chino Valley Unified School District
• Conejo Valley Unified School District
• Corona-Norco Unified School District
• Covina-Valley Unified School District
• Cucamonga School District
• El Camino Community College District
• Etiwanda School District
• Fontana Unified School District
• Fountain Valley School District
• Fullerton School District
• Glendora Unified School District
• Hueneme Elementary School District
• Huntington Beach City School District
• La Habra City School District
• Long Beach Community College District
• Long Beach Unified School District
• Los Angeles Community College District
• Monrovia Unified School District
• Mountain View Elementary School District
• Newport-Mesa Unified School District
• Ontario-Montclair School District
• Orange County Superintendent of Schools
• Orange Unified School District
• Palm Springs Unified School District
• Redondo Beach Unified School District
• Riverside County SELPA
• San Diego Unified School District
• South Orange County Community College District
• Santa Monica Community College District
• Sulphur Springs School District
• Torrance Unified School District
• Tustin Unified School District
• Val Verde Unified School District
• Ventura County, Board of Education
• Walnut Valley Unified School District

Our attorneys have broad backgrounds in attending board meetings and providing formal legal opinions, both on a routine basis, regarding important matters of significant interest to school and community college districts, as well as promptly responding in writing to specific issues, including the Ralph M. Brown Act and the development/revision of board policies and administrative regulations.

During the course of any day, Parker & Covert LLP receives numerous telephone calls requesting assistance on specific legal issues. For example, there are occasions when a governing board has on its agenda an item that raises legal issues, or perhaps requires additional backup information. We promptly respond to such issues to provide the necessary information to the Board and the Superintendent's designees.

We also receive requests for information, or review of documentation, that districts receive from bargaining units concerning changes in contract language, or potential reopener negotiations. We research the matter and render an opinion, either formal or informal, in connection with the request for information or proposed change in contract language. In addition, we issue bulletins and newsletters to our clients at no cost to keep them apprised of recent developments in the law.

We are actively engaged in collective bargaining for both school and community college districts. These negotiations include both full and part-time faculty units, classified units, and a police officer unit. Negotiations are with AFT, CTA, and POA affiliates. We also represent a large certificated supervisory unit within the Los Angeles Unified School District.

We are trained in and utilize interest-based bargaining, as well as, when necessary, traditional bargaining techniques. In addition to the actual negotiations at the table, we provide advice regarding all aspects of negotiations proposals, for example wages, working conditions, and health benefits, to in excess of 20 different community college and school districts. Our experience includes many successfully negotiated contracts. We also have experience with respect to mediation and, if necessary, factfinding under the EERA.

We also provide training to our clients with respect to contract negotiations and contract administration. In this way, our clients are familiar with their legal and contractual obligations under collective bargaining agreements and the EERA.

In addition, our office has considerable union negotiation experience, primarily related to peace officer units, as well as other union negotiations with city and county agencies.

We have substantial experience in all facets of financial advice, and we are able to provide construction-related services, Measure S and facilities issues. Our office is also responsible for a joint venture with a private developer for the construction and operation of a 155-unit senior rental housing project on a 5.5 acres of surplus real property owned by, and adjacent to, the Cerritos Community College District. Over the 40 year lease term of the approximate $14 million senior housing project, it is projected that the District will receive in excess of $28 million in rental income. The transaction has been structured so that the District will receive rental amounts under the ground lease on the property, as well as a percentage of the gross income from the housing project. We have also recently negotiated a joint use and lease agreement between the Tahoe-Truckee Unified School District and the Boys and Girls Club of North Lake Tahoe for the construction and joint operation of an approximate $5.5 million center, consisting of a multi-purpose room, indoor/outdoor stage, community room, athletic equipment/office room, and other related rooms.

In this regard, we have assisted many districts in the establishment of Community Facilities Districts ("CFD") to construct public schools. Over the last 12 years, we have created 13 community facilities districts for a unified school district in Riverside County and four community facilities districts for a unified school district in San Bernardino County. Several of these CFDs have been formed with the school district being the lead agency with respect to cities and special districts. We have also been a participant as issuer counsel in numerous other financings of Mello-Roos bonds in addition to many other types of bond, note and certificate of participation transactions.

We have extensive experience in litigation involving public entities. Our litigation experience is before all levels of the California state courts, the federal district court, and the United States Court of Appeals, Ninth Circuit, as well as before numerous administrative agencies such as the Office of Civil Rights, the Public Employment Relations Board, the Department of Fair Employment and Housing, the Equal Employment Opportunities Commission, and numerous arbitrators and fair hearing panels.

Special education is a significant part of Parker & Covert LLP's legal services and became one of the cornerstones of our law practice soon after our founding in 1978. Our special education attorneys represent clients at the administrative, trial court and appellate levels in both federal and state venues throughout Southern California. We appear in mediation and settlement proceedings and help clients respond to investigations by federal and state regulatory agencies such as the United States Office for Civil Rights and the California Department of Education. The special education attorneys have served in and represented clients before numerous federal, state and local agencies using their experience to help clients analyze and understand the practical impact of laws, rules and regulations on their agencies and activities.

The special education attorneys work closely with district administrators and staff to reduce the exposure to litigation, providing in-service training, opinion letters and an informative newsletter. However, when it is necessary to protect the client's interest in a suit, we bring to the case formidable litigators who have a wealth of experience in legal representation and public education administration. Our representation of school districts encompasses compliance issues, IEP meetings, due process mediations and hearings, as well as trials and appeals in state and federal courts.

The special education attorneys can provide advice regarding the provision of a free appropriate public education ("FAPE"), eligibility, related services and placement. In addition, where issues involving student discipline crosses over into the area of special education, our special education attorneys can provide advice on procedural matters such as a manifestation determination or assist the district by presenting cases, advising administrative hearing panels and boards and defending school administrators in court.

Parker & Covert LLP is very active in giving presentations and in-service training for our school district clients. The attorneys in our office are regular speakers at the California School Employers Association annual conference held in March-April each year, and deal with a wide variety of topics, for example, "Factfinding: Are You Ready If You Have to Go There?," "Decline of Civility in Collective Bargaining - Brushing Up on Understanding of Negative Union Bargaining Strategies," "Zero Tolerance," "Contracting Out" and "Public Criticism of Public Employees," to name a few.

We also participate at board/management retreats and workshops when requested by the school district. Subjects covered in the retreats/workshops include "Reimbursement of State Mandated Costs: Student Expulsions," "Progressive Discipline and Just Cause," "Sex Harassment Policy and Prevention," "Summary of Provisions of the Ralph M. Brown Act and the Education Code Regarding Board Meetings," "Selected Laws for School Administrators" and "Employee Documentation and Evaluation." In summary, our attorneys have made in excess of 75 detailed in-service presentations, accompanied by written materials and information.