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Contract analysis / matter-opening-memorandum.docx
matter-opening-memorandum.docx
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1. CLIENT IDENTIFICATION
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1. CLIENT IDENTIFICATION 1.1 Primary Client Full Legal Name: Dunmore Energy Holdings Ltd. Short Name / Abbreviation: DEH or "Dunmore" Entity Type: Exempted limited company organized and existing under the laws of the Cayman Islands Jurisdiction of Formation: Cayman Islands Cayman Registry No.: CR-381204 Registered Address: 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman I
2. MATTER DESCRIPTION
2. MATTER DESCRIPTION 2.1 Nature of Engagement Calderwood & Harkness LLP has been retained to represent Dunmore Energy Holdings Ltd. and its wholly-owned subsidiary, Ridgeline Midstream Services LLC, in proceedings before the Federal Energy Regulatory Commission ("FERC" or the "Commission") seeking (a) approval of an initial tariff rate for interstate natural gas transportation service on the Ridgeline Pipeline Syste
3. ENGAGEMENT TEAM
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⚑ Liability cap to check against exposure
3. ENGAGEMENT TEAM 3.1 Staffing. The following Calderwood & Harkness LLP personnel have been assigned to this engagement as of the date of matter opening: Additional staffing may be required as the proceeding advances, particularly in the event that the matter proceeds to a full evidentiary hearing and/or appeal. Any additional staffing will be approved by the Responsible Partner, George Trujillo, in consultation wit
4. COUNTERPARTIES AND OTHER PARTIES
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4. COUNTERPARTIES AND OTHER PARTIES 4.1 Interconnecting Pipeline / Primary Counterparty Full Legal Name: Appalachian Trunk Pipeline Company, LLC Short Name: ATPC Entity Type: Limited liability company organized under the laws of the Commonwealth of Pennsylvania EIN: 25-1987643 FERC Code: 840117 Principal Office: 2200 Penn Center West, Suite 300, Pittsburgh, PA 15276 Registered Agent: Keystone Corporate Services LLC,
5. KEY THIRD PARTIES AND ADVISORS
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5. KEY THIRD PARTIES AND ADVISORS 5.1 Ridgeline's Advisors The following third-party advisors have been retained by or are expected to be engaged by Ridgeline in connection with the FERC proceeding: Note Regarding Braswell Energy Consulting Group LLC: Dr. Raymond Braswell served as Ridgeline's testifying ROE witness in the FERC proceeding, filing his pre-filed direct testimony on December 5, 2022. Dr. Braswell is a f
6. CONFLICTS CLEARANCE
6. CONFLICTS CLEARANCE 6.1 Conflict Identified A conflict of interest has been identified in connection with this engagement. The nature of the conflict is as follows: Patricia Dunmore serves concurrently in two roles that create a potential conflict of interest: (a) As Founder, Chairperson, and 72% controlling shareholder of the primary client, Dunmore Energy Holdings Ltd., Ms. Dunmore is the single most significant
1. Disclosure and Informed Consent — Client: The nature of the conflict was disclosed in
1. Disclosure and Informed Consent — Client: The nature of the conflict was disclosed in writing to Dunmore Energy Holdings Ltd. Informed written consent was obtained from DEH through a consent letter signed by James K. Winfield, Chief Executive Officer and President of Ridgeline Midstream Services LLC, acting as the duly authorized officer of the client for purposes of providing informed consent on behalf of DEH. Mr
2. Disclosure and Informed Consent — Calderwood & Harkness Conflicts Committee: The confl
2. Disclosure and Informed Consent — Calderwood & Harkness Conflicts Committee: The conflict was presented to the C&H Conflicts Committee, which reviewed the dual role and its implications under applicable professional responsibility rules. The Conflicts Committee determined that the conflict is consentable and approved the engagement subject to the implementation of the safeguards described below. The Conflicts Comm
3. Designation of Responsible Partner: George Trujillo has been designated as the Respons
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3. Designation of Responsible Partner: George Trujillo has been designated as the Responsible Partner for this engagement. Mr. Trujillo exercises independent supervisory authority over all aspects of the representation, including the direction of legal strategy, the review and approval of all substantive work product, client communications, staffing decisions, and the management of the engagement's budget and billing
4. Separate Conflict Waiver Memorandum: A separate Conflict Waiver Memorandum has been pr
4. Separate Conflict Waiver Memorandum: A separate Conflict Waiver Memorandum has been prepared setting forth the full analysis of the conflict, the applicable rules of professional conduct, the informed consent documentation, and the safeguards implemented. The Conflict Waiver Memorandum is maintained in the firm's conflicts files and is cross-referenced to this Matter Opening Memorandum. 6.3 Adverse Party Conflicts
7. SCOPE OF REPRESENTATION
7. SCOPE OF REPRESENTATION 7.1 Primary Scope The scope of Calderwood & Harkness LLP's representation of DEH and Ridgeline in connection with this engagement encompasses the following matters: (a) Application and Filing. Preparation and filing of the application before FERC for an initial tariff rate for interstate natural gas transportation service on the Ridgeline Pipeline System (Docket No. RP22-847-000) and for au
8. BILLING AND FEE ARRANGEMENTS
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8. BILLING AND FEE ARRANGEMENTS Fee Structure: This engagement will be billed on an hourly basis in accordance with Calderwood & Harkness LLP's standard rate schedule in effect at the time services are rendered. Hourly rates for each member of the engagement team are set forth in the separate Fee Arrangement Memorandum referenced below. Billing Partner: Patricia Dunmore, Partner. As noted in Section 3.2 and Section 6
9. PROCEDURAL TIMELINE (AS OF MATTER OPENING)
9. PROCEDURAL TIMELINE (AS OF MATTER OPENING) The following table sets forth the procedural timeline for the FERC proceeding as of the date of matter opening. Dates marked as "anticipated" are estimates based on typical FERC scheduling practices for proceedings of this type and are subject to change based on the Commission's actual scheduling orders. Note: The actual procedural timeline will be updated as FERC issues
10. RELATED DOCUMENTS
10. RELATED DOCUMENTS The following documents are related to this engagement and are maintained in the engagement files under Matter No. 1016-00005:
1. Engagement Letter — Calderwood & Harkness LLP to Dunmore Energy Holdings Ltd., dated M
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1. Engagement Letter — Calderwood & Harkness LLP to Dunmore Energy Holdings Ltd., dated May 10, 2022, setting forth the terms and conditions of the engagement, including scope, fee arrangements, billing procedures, and the respective rights and obligations of the parties.
2. Conflict Waiver Memorandum — Re: Patricia Dunmore Dual Role as Controlling Shareholder
2. Conflict Waiver Memorandum — Re: Patricia Dunmore Dual Role as Controlling Shareholder of Client and Billing Partner at C&H, setting forth the full analysis of the conflict of interest, the applicable rules of professional conduct, the informed consent documentation, and the safeguards implemented to ensure the integrity of the representation.
3. Fee Arrangement Memorandum — Setting forth the hourly rates for each member of the eng
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⚑ Commercial term
3. Fee Arrangement Memorandum — Setting forth the hourly rates for each member of the engagement team, the staffing plan, and the initial budget estimate for the engagement.
4. Application for Initial Tariff Rate and Interconnection Authorization — Filed with FER
4. Application for Initial Tariff Rate and Interconnection Authorization — Filed with FERC on May 12, 2022, under Docket Nos. RP22-847-000 and RP22-847-001, including all exhibits, rate schedules, supporting testimony, workpapers, and certificates.
5. Notice of Appearance and Designation of Lead Counsel — Filed with FERC on May 12, 2022
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⚑ Notice / time limit to track
5. Notice of Appearance and Designation of Lead Counsel — Filed with FERC on May 12, 2022, designating George Trujillo as Lead Counsel and Brett Callahan as Associate Counsel for Ridgeline Midstream Services LLC in the FERC proceeding.
11. DOCUMENT RETENTION AND SECURITY
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11. DOCUMENT RETENTION AND SECURITY All matter files, work product, and communications associated with this engagement shall be maintained in Calderwood & Harkness LLP's document management system under Matter No. 1016-00005, in accordance with the firm's standard document retention policies and procedures. Public vs. Confidential Designations: FERC filing materials, including the application, tariff, rate schedules,
12. APPROVAL AND SIGNATURES
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12. APPROVAL AND SIGNATURES This Internal Matter Opening Memorandum has been prepared, reviewed, and approved by the undersigned members of the engagement team and the Calderwood & Harkness Conflicts Committee designee as indicated below. Prepared by: ________________________________________ David Stanton Working Associate, Energy & Infrastructure Calderwood & Harkness LLP Date: May 12, 2022 Reviewed by: ____________