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Contract analysis / chazen-engagement-letter.docx
chazen-engagement-letter.docx
1022-00005 · 17 clauses
High · 1 Medium · 7 Standard · 0
1. Purpose and Engagement
1. Purpose and Engagement This letter confirms the engagement of Dr. Elinor Chazen and Lakeview Consulting Group LLC ("Lakeview") by Calderwood & Harkness LLP ("C&H"), on behalf of our clients Northgate Telecommunications PLC ("Northgate" or "NTP") and Northgate Fiber Americas Inc. ("NFA," and together with NTP, "Defendants"), as a construction and delay expert in connection with the above-referenced litigation. C&H
2. Background of the Litigation High
⚑ Penalty / liquidated damages
2. Background of the Litigation To provide context for the scope of the engagement, we summarize below the relevant factual and procedural background of this litigation. 2.1 The Parties and the Master Construction Agreement. On March 15, 2020, NFA, as Owner, and Meridian Infrastructure Partners LLC ("Meridian"), as Contractor, entered into a Master Construction Agreement (the "MCA") for the design, engineering, permi
3. Scope of Engagement Medium
⚑ Notice / time limit to track
3. Scope of Engagement We anticipate that Dr. Chazen's work in this engagement will encompass the following areas. We recognize that the scope of work may evolve as discovery progresses and as additional issues emerge; any material changes to the scope will be discussed with Lakeview in advance. 3.1 Critical Path Analysis Dr. Chazen shall analyze the MCA's fourteen (14) defined milestones, as set forth in MCA § 8.2 a
4. Key Witnesses and Contacts Medium
⚑ Notice / time limit to track
4. Key Witnesses and Contacts We provide below a summary of the key fact witnesses and litigation contacts relevant to this engagement, for Dr. Chazen's reference. 4.1 Key NFA Fact Witnesses. The following NFA personnel are key fact witnesses with knowledge relevant to the construction and delay issues in this case. Any coordination between Dr. Chazen and these witnesses shall be conducted through C&H counsel: • Rena
5. Document Access and Materials Medium
⚑ Liability cap to check against exposure
5. Document Access and Materials C&H will make available to Dr. Chazen and the Lakeview team all relevant documents from the litigation record necessary to perform the work described in this engagement letter. The materials to be provided include, but are not limited to: • The Master Construction Agreement dated March 15, 2020, together with all exhibits, schedules, amendments, and Change Orders (if any) executed dur
6. Compensation and Billing
6. Compensation and Billing 6.1 Hourly Rates. Compensation for services rendered under this engagement shall be based on the following hourly rates: These rates are effective as of the date of this engagement letter and shall remain in effect through December 31, 2025, unless otherwise agreed in writing. Any proposed rate adjustments for periods thereafter shall be discussed with C&H in advance. 6.2 Invoicing. Lakevi
7. Confidentiality and Privilege Medium
⚑ Confidentiality undertaking
7. Confidentiality and Privilege 7.1 Privilege and Work Product Protection. All documents, information, data, and communications provided by C&H to Dr. Chazen and Lakeview in connection with this engagement are provided in anticipation of litigation and are protected by the attorney-client privilege and/or the attorney work product doctrine. Dr. Chazen and Lakeview shall take all reasonable steps to preserve and main
8. Conflicts of Interest
8. Conflicts of Interest Dr. Chazen and Lakeview confirm that, as of the date of this letter, they have no prior or current relationship — whether as expert, consultant, employee, contractor, or otherwise — with any of the following entities or individuals that would create a conflict of interest or impair the credibility of Dr. Chazen's testimony in this matter: • Meridian Infrastructure Partners LLC; • Ridgepoint C
9. Independence and Professional Standards
9. Independence and Professional Standards Dr. Chazen will render all opinions based on her independent professional judgment, applying accepted methodologies in the fields of construction management, scheduling, and delay analysis, including critical path methodology ("CPM"), time impact analysis ("TIA"), and such other analytical frameworks as may be appropriate given the facts and circumstances of the project. Dr.
10. Term and Termination of Engagement Medium
⚑ Confidentiality undertaking
10. Term and Termination of Engagement This engagement shall continue until the conclusion of the above-referenced litigation, including any post-trial motions and appeals, unless earlier terminated by either party. Either C&H (on behalf of Defendants) or Lakeview may terminate this engagement upon thirty (30) days' prior written notice to the other party. Upon termination of the engagement for any reason, Lakeview s
11. Relationship of Parties
11. Relationship of Parties Dr. Chazen and Lakeview Consulting Group LLC are engaged as independent contractors. Nothing in this engagement letter shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between Lakeview or Dr. Chazen, on the one hand, and C&H, Northgate, or NFA, on the other hand. Lakeview shall be solely responsible for the employment, compe
12. Governing Law Medium
⚑ Forum / governing law
12. Governing Law This engagement letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.
13. Acceptance and Counterparts
13. Acceptance and Counterparts If the terms of this engagement are acceptable, please sign and return a copy of this letter to the undersigned at your earliest convenience to confirm your acceptance. This letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this letter by facsimile or elect
1. Stipulation and Proposed Order Regarding Confidentiality of discovery Materials (filed Medium
⚑ Confidentiality undertaking
1. Stipulation and Proposed Order Regarding Confidentiality of discovery Materials (filed October 1, 2024)
2. Verified Complaint (filed July 15, 2024)
2. Verified Complaint (filed July 15, 2024)
3. Answer with Affirmative Defenses and Counterclaims (filed September 3, 2024)
3. Answer with Affirmative Defenses and Counterclaims (filed September 3, 2024)
4. Master Construction Agreement dated March 15, 2020 (with exhibits)
4. Master Construction Agreement dated March 15, 2020 (with exhibits) cc: Dominic Hale, General Counsel, Northgate Telecommunications PLC (via email) Jeffrey Park, Lead Associate, Calderwood & Harkness LLP Yuki Nakamura, Associate, Calderwood & Harkness LLP Timekeeper | Hourly Rate Dr. Elinor Chazen, Managing Director / Principal | $750.00 Lakeview Senior Analysts | $450.00 Lakeview Junior Analysts | $300.00