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Contract analysis / supplemental-engagement-letter.docx
supplemental-engagement-letter.docx
1016-00005 · 11 clauses
High · 2 Medium · 6 Standard · 1
1. Introduction and Reference to Original Engagement Medium
⚑ Liability cap to check against exposure
1. Introduction and Reference to Original Engagement This Supplemental Engagement Letter (this "Supplement") is entered into by and between Calderwood & Harkness LLP ("C&H" or "the Firm") and Dunmore Energy Holdings Ltd. ("DEH" or "the Client"). This Supplement amends and supplements that certain Engagement Letter dated May 10, 2022 (the "Original Engagement Letter"), between C&H and DEH, pursuant to which C&H was re
2. Background — FERC Deficiency Letter and Current Procedural Posture Medium
⚑ Notice / time limit to track
2. Background — FERC Deficiency Letter and Current Procedural Posture To provide context for the expanded scope of representation, the following is a summary of the procedural history of the underlying FERC proceedings leading to this Supplement: Initial Filing. On May 12, 2022, Ridgeline filed its application with FERC proposing an initial recourse rate of $0.2265 per dekatherm ("Dth") for firm transportation servic
3. Expanded Scope of Representation High
⚑ Penalty / liquidated damages
3. Expanded Scope of Representation 3.1 Tariff Redesign — General Scope In light of the foregoing procedural developments, C&H's representation of DEH and Ridgeline is hereby expanded to include the comprehensive redesign of Ridgeline's FERC Gas Tariff, Original Volume No. 1, to address all fourteen (14) deficiency items identified in the January 19, 2023 Deficiency Letter, including both those items already addresse
4. Engagement Team and Staffing Medium
⚑ Assignment / subcontracting
4. Engagement Team and Staffing The C&H engagement team for the tariff redesign phase will be led and staffed as follows: Responsible Partner: George Trujillo, Partner, Energy & Infrastructure Practice Group. Mr. Trujillo will continue to serve as the Responsible Partner for this engagement and will have overall supervisory responsibility for all aspects of the tariff redesign work. Mr. Trujillo will participate dire
5. Revised Fee Arrangement and Budget Estimate High
⚑ Non-compete / exclusivity restraint
5. Revised Fee Arrangement and Budget Estimate 5.1 Hourly Rates All time incurred by members of the C&H engagement team in connection with this engagement will continue to be billed at the applicable hourly rates established in the Original Engagement Letter of May 10, 2022, as adjusted from time to time in accordance with the Firm's standard annual rate adjustment policy. Current applicable rates for the tariff rede
6. Conflict of Interest — Continued Waiver
6. Conflict of Interest — Continued Waiver The Firm acknowledges, and the Client is aware, that Patricia Dunmore occupies a dual role in connection with this engagement — serving as both the Founder and Chairperson (and 72% controlling shareholder) of DEH and as the Billing Partner at Calderwood & Harkness LLP on C&H Matter No. 1016-00005. This dual role was previously disclosed, analyzed, and waived in full complian
7. Confidentiality and Privilege Medium
⚑ Liability cap to check against exposure
7. Confidentiality and Privilege All communications between C&H and the Client, and between C&H and Ridgeline personnel, in connection with this engagement remain subject to the attorney-client privilege and work product doctrine to the fullest extent permitted by applicable law. The Client and Ridgeline should take care to preserve the privileged nature of these communications by limiting dissemination to individual
8. Anticipated Timeline and Key Milestones
8. Anticipated Timeline and Key Milestones The following is an anticipated timeline and set of key milestones for the tariff redesign phase, subject to revision based on FERC rulings, the pace of negotiations with ATPC and intervenors, and the scope and complexity of the redesign work: Pending — May 2023: Ruling on Ridgeline's April 28, 2023 motion for a 120-day extension of time to complete the tariff redesign. A ru
9. Termination Medium
⚑ Confidentiality undertaking
9. Termination Either party may terminate this engagement upon written notice to the other party, subject to the following conditions. In the event of termination, C&H's ability to withdraw from the representation before FERC will be subject to applicable Commission rules regarding withdrawal of counsel of record, including any leave of the presiding ALJ that may be required under the Commission's Rules of Practice a
10. Governing Law and Dispute Resolution Medium
⚑ Forum / governing law
10. Governing Law and Dispute Resolution This Supplemental Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles. Any disputes arising out of or relating to this engagement, including disputes regarding fees, the scope of representation, or the quality of services rendered, shall be resolved in accordance with the dispu
11. Acceptance Standard
⚑ Commercial term
11. Acceptance We respectfully request that the Client execute this Supplemental Engagement Letter in the space provided below to confirm its agreement to the expanded scope of representation and the revised fee arrangement described herein. Execution by Mr. Winfield on behalf of Ridgeline Midstream Services LLC is also requested, given Ridgeline's status as the applicant of record in FERC Docket Nos. RP22-847-000 an