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Contract analysis / fee-arrangement-memorandum.docx
fee-arrangement-memorandum.docx
High · 1
Medium · 4
Standard · 10
I. Purpose and Scope of Memorandum
Medium
⚑ Liability cap to check against exposure
I. Purpose and Scope of Memorandum This memorandum sets forth the internal fee arrangement, staffing plan, hourly rate schedule, and estimated matter budget for Calderwood & Harkness LLP's ("C&H" or the "Firm") representation of Dunmore Energy Holdings Ltd. ("DEH") and its wholly owned subsidiary, Ridgeline Midstream Services LLC ("Ridgeline" or "RMS"), in the proceeding before the Federal Energy Regulatory Commissio
II. Matter Description
Standard
⚑ Commercial term
II. Matter Description A. Client and Applicant The client in this engagement is Dunmore Energy Holdings Ltd., an exempted limited company organized under the laws of the Cayman Islands. DEH maintains its registered address at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands. DEH is registered with the Cayman Islands Registrar of Companies under Cayman Registry No.
III. Staffing Plan
Medium
⚑ Assignment / subcontracting
III. Staffing Plan A. Engagement Team — Attorneys The following attorneys have been assigned to the engagement team for this matter. The roles, responsibilities, and qualifications of each team member are described below. In addition to the attorneys listed above, one or more paralegals and/or legal assistants will be assigned to the engagement team as needed. Paralegal staffing assignments will be determined by C&H'
IV. Hourly Rate Schedule
Medium
⚑ Notice / time limit to track
IV. Hourly Rate Schedule A. Standard Hourly Rates (Effective May 2022) The following hourly rates shall apply to time recorded by members of the engagement team in connection with this matter, effective as of May 2022: The rates set forth above reflect the negotiated engagement rates for this matter and represent an approximate 5% discount from C&H's standard rack rates, as agreed in the Engagement Letter of May 10,
V. Projected Phases and Estimated Budget
Medium
⚑ Notice / time limit to track
V. Projected Phases and Estimated Budget A. Overview of Anticipated Phases The matter is projected to proceed through nine distinct phases, each of which corresponds to a major stage of the FERC proceeding. Budget estimates for each phase are based on the assumptions described in Section VII below and assume a fully contested proceeding through evidentiary hearing, initial decision by the Administrative Law Judge ("A
I. Phase VIII — Commission Order and Rehearing (Projected: 2026)
Standard
⚑ Commercial term
I. Phase VIII — Commission Order and Rehearing (Projected: 2026) Scope: Phase VIII covers the period from the issuance of the Commission's order on the merits of the rate case and interconnection proceeding through the completion of any rehearing proceedings. Specific tasks within this phase include: review and analysis of the Commission's order; preparation and filing of a request for rehearing, if necessary, within
VI. Budget Summary Table
Standard
⚑ Commercial term
VI. Budget Summary Table The following table summarizes the estimated fees, expenses, and total cost for each phase of the engagement: The total estimated budget for Phases I through VIII (excluding the contingent judicial appeal) is $6,323,000, consisting of $6,120,000 in estimated professional fees and $203,000 in estimated out-of-pocket expenses. If the contingent judicial appeal phase is included, the total estim
VII. Budget Assumptions and Qualifications
VII. Budget Assumptions and Qualifications A. Key Assumptions The budget estimates set forth in Sections V and VI above are based on the following key assumptions:
1. The budget assumes a fully contested proceeding through evidentiary hearing before ALJ
1. The budget assumes a fully contested proceeding through evidentiary hearing before ALJ Whitfield, initial decision, exceptions, Commission order on the merits, and rehearing. The budget further assumes that the proceeding will follow the general timeline and procedural course outlined in Appendix B to this memorandum.
2. Settlement at any stage of the proceeding could significantly reduce the fees incurred
Standard
⚑ Commercial term
2. Settlement at any stage of the proceeding could significantly reduce the fees incurred in subsequent phases. As of the date of this memorandum, four settlement conferences have been held before Settlement Judge Margolis (on November 30, 2022; March 8, 2023; July 12, 2023; and January 18, 2024), and none has resulted in a settlement of the proceeding. Based on the most recent settlement discussions, the parties rem
3. The budget does not include the fees or expenses of any third-party consultants retain
Standard
⚑ Commercial term
3. The budget does not include the fees or expenses of any third-party consultants retained or to be retained by the client in connection with this matter, including Braswell Energy Consulting Group LLC, Ridgepoint Appraisal & Valuation Inc., and Ashford & McBride LLP. The budget also does not include the fees of any expert witnesses, including Dr. Raymond Braswell, or of any other non-C&H professionals.
4. The budget does not include the fees or expenses of any local counsel or co-counsel, i
Standard
⚑ Commercial term
4. The budget does not include the fees or expenses of any local counsel or co-counsel, if retained. As of the date of this memorandum, no local counsel or co-counsel has been retained, and none is currently anticipated.
5. The Phase V (Tariff Redesign) estimates are preliminary. Detailed, refined estimates f
5. The Phase V (Tariff Redesign) estimates are preliminary. Detailed, refined estimates for Phase V are being prepared in connection with the Supplemental Engagement Letter dated April 20, 2023, and will be provided to the client when finalized. The Phase V estimates set forth in this memorandum are based on C&H's initial assessment of the scope of the tariff redesign and may be revised as the scope of the work becom
6. The budget assumes no material change in the scope of the proceeding, the number of in
6. The budget assumes no material change in the scope of the proceeding, the number of intervenors or active parties, or the overall complexity of the issues under consideration. If additional parties intervene, if new issues are raised by the Commission or existing parties, if the scope of discovery or testimony expands significantly beyond current expectations, or if there are material changes in FERC policy affect
7. The budget assumes that Ridgeline will provide timely access to its personnel, records
Standard
⚑ Commercial term
7. The budget assumes that Ridgeline will provide timely access to its personnel, records, data, and facilities as reasonably needed by C&H in connection with the representation. Delays in obtaining information or access from the client could result in increased costs due to duplicated effort, expedited work, or additional coordination time. B. Factors That Could Increase Budget The following factors, among others, c
VIII. Billing Partner Arrangements and Dual-Role Considerations
VIII. Billing Partner Arrangements and Dual-Role Considerations Patricia Dunmore serves as the billing partner for this engagement in her capacity as a Senior Partner of Calderwood & Harkness LLP. Ms. Dunmore simultaneously serves as the Founder, Chairperson, and 72% controlling shareholder of Dunmore Energy Holdings Ltd., the client in this engagement. All time recorded by Ms. Dunmore in connection with this matter
IX. Expense Reimbursement and Disbursement Policy
Standard
⚑ Commercial term
IX. Expense Reimbursement and Disbursement Policy All out-of-pocket expenses incurred by C&H in connection with this engagement will be reimbursed by the client at actual cost, without markup. Expense reimbursement is governed by the terms of the Engagement Letter and the Firm's standard disbursement policies. The major categories of anticipated expenses for this engagement are as follows: • Travel. Anticipated trave
X. Budget Monitoring and Reporting
Standard
⚑ Commercial term
X. Budget Monitoring and Reporting George Trujillo, as responsible partner, will provide quarterly budget-to-actual reports to Patricia Dunmore (in her capacity as DEH Chairperson and billing partner). These reports will compare actual fees and expenses incurred to date against the budgeted amounts for each phase of the engagement, identify any material variances, and provide an updated estimate of remaining costs fo
XI. Conclusion and Approval
Standard
⚑ Commercial term
XI. Conclusion and Approval This memorandum constitutes the internal fee arrangement and budget framework for Calderwood & Harkness LLP Matter No. 1016-00005. The budget estimates set forth herein are good-faith projections based on the information available to the engagement team as of May 12, 2022, and are subject to revision as the matter progresses and as additional information becomes available. The budget estim
1. All rates are subject to annual adjustment effective January 1 of each calendar year,
1. All rates are subject to annual adjustment effective January 1 of each calendar year, consistent with C&H's firm-wide rate schedule. The engagement discount of approximately 5% will be maintained on adjusted rates unless otherwise agreed in writing.
2. If additional timekeepers are assigned to the engagement team (including additional as
2. If additional timekeepers are assigned to the engagement team (including additional associates, paralegals, or of counsel), their rates will be set at the applicable engagement discounted rate for their classification and will be communicated to the client in advance of any time being billed.
3. The rates set forth above are exclusive of out-of-pocket expenses, which are billed at
High
⚑ Non-compete / exclusivity restraint
3. The rates set forth above are exclusive of out-of-pocket expenses, which are billed at cost as described in Section IX of this memorandum. Appendix B: Projected Matter Timeline The following table presents the projected timeline for the proceeding, organized by phase and mapped against calendar quarters from Q2 2022 through 2026. Key milestones are identified for each phase. Note: The timeline set forth above is b