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Contract analysis / ridgeline-forensic-engagement-letter.docx
ridgeline-forensic-engagement-letter.docx
1012-00003 · 13 clauses
High · 2 Medium · 5 Standard · 0
1. Introduction and Purpose of Engagement
1. Introduction and Purpose of Engagement Calderwood & Harkness LLP ("C&H" or the "Firm") writes on behalf of its client, Stonefield Logistics Group Inc. ("SLG" or the "Client"), a Texas corporation headquartered at 2900 Petroleum Tower Boulevard, Suite 400, Midland, TX 79701 (FEIN 84-3291057). This letter sets forth the terms and conditions under which C&H, acting as legal counsel for SLG, is retaining Ridgeline For
2. Privileged Nature of the Engagement Medium
⚑ Liability cap to check against exposure
2. Privileged Nature of the Engagement Ridgeline is being retained by C&H, as legal counsel for SLG, for the express purpose of providing expert consulting services in connection with anticipated or pending litigation and/or an insurance coverage dispute between SLG and Meridian Surety & Indemnity Company. The retention of Ridgeline is made at the direction of legal counsel and is integral to counsel's ability to ren
3. Scope of Services Medium
⚑ Liability cap to check against exposure
3. Scope of Services The scope of Ridgeline's engagement encompasses the following categories of investigation, analysis, and evaluation. Ridgeline shall exercise its independent professional judgment in conducting the investigation and forming its opinions, and shall follow generally accepted forensic investigation methodologies throughout. 3.1 Fire Origin-and-Cause Analysis Ridgeline shall conduct a comprehensive o
4. Deliverables Medium
⚑ Forum / governing law
4. Deliverables Ridgeline shall provide the following deliverables in connection with this engagement: 4.1 Forensic Report. Ridgeline shall prepare and deliver a comprehensive written forensic report (the "Report") setting forth Ridgeline's findings, analysis, opinions, and conclusions regarding each element of the Scope of Services described in Section 3 above. The Report shall address, at a minimum, the fire origin
5. Compensation and Payment Terms Medium
⚑ Liability cap to check against exposure
5. Compensation and Payment Terms 5.1 Fixed Fee. This engagement shall be performed on a fixed-fee basis. The total fixed fee for all services described in Section 3 (Scope of Services) and the deliverables described in Section 4 (Deliverables) is Thirty-Eight Thousand Five Hundred Dollars ($38,500.00). 5.2 Included Services and Expenses. The fixed fee includes all professional time of Dr. William Creech, P.E., CFEI,
6. Background Information to Be Provided
6. Background Information to Be Provided C&H will make available to Ridgeline the following materials to support the investigation contemplated by this engagement letter. Ridgeline should direct any requests for additional materials or information to Andrew Fitzpatrick at C&H. (a) Meridian Surety & Indemnity Company Reservation of Rights letter dated December 4, 2023; (b) Meridian Surety & Indemnity Company coverage
7. Key Cargo Details for Reference
7. Key Cargo Details for Reference The following is a brief summary of the cargo destroyed in the November 17, 2023 fire, provided for Ridgeline's reference in understanding the scope and nature of the loss: The foregoing cargo valuation figures are derived from the sworn proof of loss prepared by Whitlock & Associates, Certified Public Accountants, P.C. It is noted for clarity that the cargo valuation itself is not
8. Fire Timeline Summary for Reference
8. Fire Timeline Summary for Reference The following is a summary timeline of the key events on November 17, 2023, based on information currently available to C&H. This timeline is provided for Ridgeline's reference and is subject to revision as additional information is developed: Approximately 2:14 a.m. CST — Fire detected and/or originated in Warehouse Building C at the Midland Facility. The precise mechanism of d
9. Independence and Qualifications
9. Independence and Qualifications Ridgeline represents and warrants that Dr. William Creech holds a current Professional Engineer (P.E.) license issued by the Texas Board of Professional Engineers and Land Surveyors, and is a Certified Fire and Explosion Investigator (CFEI) certified by the National Association of Fire Investigators (NAFI). Ridgeline further represents that Dr. Creech and any supporting personnel as
10. Insurance and Indemnification High
⚑ Indemnity / guarantee obligation
10. Insurance and Indemnification 10.1 Professional Liability Insurance. Ridgeline shall maintain professional liability (errors and omissions) insurance with limits of not less than Two Million Dollars ($2,000,000) per claim and in the aggregate during the term of this engagement and for a period of not less than two (2) years following the termination or expiration of this engagement. Ridgeline shall provide C&H wi
11. Term and Termination Medium
⚑ Notice / time limit to track
11. Term and Termination 11.1 Effective Date and Term. This engagement letter is effective as of the date of execution by both parties and shall continue in effect until the final Report is delivered to C&H and accepted, unless earlier terminated in accordance with this Section 11. 11.2 Termination. Either party may terminate this engagement upon ten (10) days' prior written notice to the other party. Notice of termi
12. Governing Law High
⚑ Non-compete / exclusivity restraint
12. Governing Law This engagement letter shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this engagement letter shall be subject to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas.
13. Acceptance and Execution
13. Acceptance and Execution If the foregoing terms are acceptable, please countersign this letter in the space provided below and return one fully executed copy to Andrew Fitzpatrick at Calderwood & Harkness LLP, 700 Louisiana Street, Suite 4500, Houston, TX 77002. An executed copy may also be returned via electronic mail in PDF format, with the original to follow by overnight courier. Upon execution of this engagem