Palo Alto school board supports shifting general counsel to part-time, outside role

The Palo Alto Board of Education has signaled its support for substantially changing the school district’s general counsel role and scope from a full-time employee position overseeing the work of contracted legal firms to one that involves contracting with those outside law firms to provide lawyers for a limited number of hours each week.

The district has been looking to fill its top attorney role since terminating the contract of its prior general counsel, Komey Vishakan, in a closed-door board meeting in August.

At the board’s direction, the district posted the job online, but didn’t get any applicants that administrators felt were qualified. The district also sought proposals from two outside firms that the district already works with, which the board reviewed at its Tuesday meeting.

Superintendent Don Austin told the board that his recommendation would be contracting with both firms to each supply a lawyer for one four-hour shift per week, which would generally be conducted virtually.

The board was generally supportive of this proposal, given the lack of suitable candidates found in the district’s direct search. At the same time, some board members raised concerns about the change and noted that this represents a departure from the district’s original vision in creating the general counsel role.

“It’s almost like not hiring a general counsel,” board member Todd Collins said. “We’re essentially just buying in bulk from the legal providers that we already buy from, and we’re not even getting a bulk discount, is what it sounds like.”

Collins said he was indifferent about whether to move forward with this type of contract, but that he wanted to revisit the issue in a year and see if qualified applicants can be identified at that time. Board member Shounak Dharap similarly supported revisiting the issue, potentially before a year is up, while also contracting with outside firms in the interim.

The school board decided to hire a full-time, in-house attorney back in 2018 in an attempt to improve legal compliance and reduce costs. Vishakan is the only person to ever fill the role. The board voted 4-0, with Jesse Ladomirak absent, to let Vishakan go “without cause” in an Aug. 4 closed session meeting that lasted just four minutes. Since then, the board has declined to publicly disclose its reasoning.

The district posted the position on EdJoin, a common education hiring platform, while also seeking proposals from two law firms: Dannis Woliver Kelley (DWK) and Atkinson, Andelson, Loya, Ruud & Romo (AALRR).

According to Austin, many of the candidates who applied directly to the district were out of the state and generally lacked experience in education. One of the listed job requirements is to be licensed to practice law in California.

“We did not think that there were candidates that were better quality than what we would get in this model,” Austin said, referring to contracting with outside firms. “The other thing with both of these firms: the attorneys that they would provide to us are all attorneys who have worked with our school district in the past. … These are top quality, senior attorneys.”

Each law firm submitted its own initial proposal to the district, but Austin said that they are both willing to match the structure of the other.

DWK proposed providing 12 hours of staffing per week, with a pair of attorneys alternating to cover two six-hour shifts on different days. The services would be offered in-person and would cost the district $172,800 annually.

AALRR suggested having one four-hour shift each week, where an attorney would be available for “office hours,” generally held over video conference. The proposal would also include 30 minutes of follow-up telephone calls each week. These services would cost $42,000 for the period from Oct. 1, 2022 to June 30, 2023.

The general counsel job description previously had a listed salary range of $170,989-$188,634, but was posted on EdJoin as being “negotiable.”

Sharing his views, Austin told the board that it makes sense for the general counsel role to consist of eight hours of work each week, split between both firms, with each providing one four-hour shift. He also favored generally having the position be remote, so that the district isn’t paying for travel time.

The benefits of this model, Austin said, include being able to have defined periods of time when staff know that they can get legal advice, as well as having the law firms offer trainings to district staff, which is included in the contracts.

Ladomirak pointed out that this would be a switch from the “compliance and oversight” model that the district previously opted for to one where the general counsel mainly serves as a legal resource for district staff. While the attorneys would sometimes offer proactive legal advice, Ladomirak said that generally their tasks would be staff directed. She said that this staff-directed system seems like what the district needs, but that she wanted the difference to be clear.

Jennifer DiBrienza said that this was the one concern she had when considering the new model.

“Clearly having an outside person with limited hours is different than an oversight, compliance kind of person,” DiBrienza said. “I think one of the reasons we went with an in-house person was for that, so I think we’re potentially missing out on that. And yet … we didn’t get applicants that were really going to fit the bill, so if that’s not an option right now, I think it’s important that we have a legal resource for staff.”

Ladomirak and Dharap both also said that they believe it’s important for the board president to meet regularly with the general counsel, regardless of the model used. Board President Ken Dauber agreed, but said that the president can naturally seek advice and meetings, rather than building it formally into the agreement. He was supportive of moving forward with the outside firms.

“I’m happy to go down this road,” Dauber said. “I think it would be desirable to have a full-time general counsel on staff, but we have to deal with the reality there.”