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Contract analysis / retention-letter-pinnacle-west.docx
retention-letter-pinnacle-west.docx
1035-00005 · 14 clauses
High · 0 Medium · 6 Standard · 1
1. Purpose and Background of Engagement Standard
⚑ Commercial term
1. Purpose and Background of Engagement This letter confirms the retention of Pinnacle West Appraisal Group LLC ("Pinnacle West") to provide business valuation and intellectual property appraisal services in connection with the above-referenced contested probate proceeding pending before the Los Angeles County Superior Court. We write to set forth the terms of the engagement, describe the assets at issue, and establi
2. Assets to Be Appraised Medium
⚑ Liability cap to check against exposure
2. Assets to Be Appraised The engagement encompasses the appraisal of the following assets of the decedent's estate. Each asset is described in detail below, together with relevant background information and the specific issues that the appraisal must address. 2.1 Lumiére Canyon Studios LLC — 50% Membership Interest Lumiére Canyon Studios LLC ("Lumiére Canyon" or "LCS") is a California limited liability company forme
3. Scope of Services Medium
⚑ Liability cap to check against exposure
3. Scope of Services The scope of Pinnacle West's engagement encompasses the following categories of professional services: 3.1 Business Valuation Pinnacle West shall prepare fair market value appraisals of the decedent's membership interests in (i) Lumiére Canyon Studios LLC (50% membership interest) and (ii) Pacific Rim Narrative Partners LLC (35% membership interest), in each case as of the valuation date of Septe
4. Deliverables Medium
⚑ Confidentiality undertaking
4. Deliverables Pinnacle West shall deliver the following work product in connection with this engagement: (a) Preliminary Valuation Reports. A preliminary valuation report for each asset category (i.e., one report addressing the business valuation of the LCS membership interest, one report addressing the business valuation of the PRNP membership interest, and one report addressing the IP Portfolio valuation), to be
5. Materials to Be Provided Medium
⚑ Liability cap to check against exposure
5. Materials to Be Provided Calderwood & Harkness will provide or facilitate access to the following documents and information in support of Pinnacle West's engagement: (a) The Operating Agreement of Lumiére Canyon Studios LLC, dated March 18, 2009, together with any amendments thereto; (b) Financial statements, federal and state income tax returns, and internal valuations for Lumiére Canyon Studios LLC, including th
6. Timeline
6. Timeline The following timeline governs the engagement: (a) Engagement Effective Date: The engagement shall become effective upon countersignature of this letter by Dr. Fujimoto on behalf of Pinnacle West. (b) Initial Document Production: Calderwood & Harkness shall provide the initial document production to Pinnacle West within fourteen (14) days of the effective date of the engagement. The target date for the in
7. Fee Arrangement Medium
⚑ Liability cap to check against exposure
7. Fee Arrangement Pinnacle West's services shall be billed on a time-and-materials basis at the Firm's standard hourly rates, as follows: (a) Dr. Sandra Fujimoto (Lead Appraiser, ASA, CVA): Pinnacle West's standard hourly rate for Dr. Fujimoto's services, to be stated in Pinnacle West's fee estimate. (b) Senior Analysts and Associate Appraisers: Pinnacle West's standard hourly rates for senior analysts and associate
8. Confidentiality and Privilege Medium
⚑ Liability cap to check against exposure
8. Confidentiality and Privilege All communications, work product, draft and final reports, memoranda, notes, analyses, and other materials prepared by Pinnacle West in connection with this engagement are subject to the attorney-client privilege and the attorney work product doctrine. Pinnacle West's services are being retained at the direction of counsel for use in connection with pending litigation, and all work pr
9. Independence and Conflicts
9. Independence and Conflicts As a precondition to this engagement, we ask that Pinnacle West confirm that it has conducted a conflicts check and has identified no conflicts of interest with any party to this proceeding or any entity that may be affected by the appraisal conclusions. Specifically, Pinnacle West must confirm that it has no current or prior professional, financial, or personal relationship that would i
10. Contacts
10. Contacts The following individuals shall serve as the primary contacts at Calderwood & Harkness LLP for purposes of this engagement: Elliot Nguyen, Lead Associate Day-to-day coordination of the engagement, including scheduling, document production, and communication with Pinnacle West on routine matters. Telephone: (213) 555-8247 Email: enuguyen@calderwoodharkness.com Grace Nakamura, Working Associate Document pr
11. Acceptance and Countersignature
11. Acceptance and Countersignature If the foregoing terms are acceptable to Pinnacle West, we respectfully request that Dr. Fujimoto countersign this letter in the space provided below and return a fully executed copy to our office at your earliest convenience, either by hand delivery, U.S. mail, or electronic transmission to Elliot Nguyen at the email address set forth above. The engagement shall become effective a
1. Copy of Petition for Letters of Administration (filed October 5, 2022)
1. Copy of Petition for Letters of Administration (filed October 5, 2022)
2. Copy of Contestants' Initial Objection (filed November 14, 2022)
2. Copy of Contestants' Initial Objection (filed November 14, 2022)
3. Preliminary Asset Summary Table
3. Preliminary Asset Summary Table cc: Howard Quinn, Partner, Calderwood & Harkness LLP Grace Nakamura, Associate, Calderwood & Harkness LLP Marguerite D. Fonseca (client)