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--- Meeting Date: Unknown Meeting Type: Call Note Type: Summary Attendees: - Scott Warner - Shawn Remick --- # 1. Meeting Summary I met with Shawn to finalize edits to a transportation contract and make sure the commercial terms were practical and defensible. The main decision was to simplify the contractor payment structure by removing embedded fuel assumptions from the fixed fee and instead reimbursing fuel separately based on actual documented cost. We aligned on a light but reasonable documentation standard for fuel reimbursement - receipt, pump photo, or credit card screenshot - rather than requiring overly detailed backup on every cost element. We also cleaned up contract language around invoicing, removed the IP section entirely, and confirmed that only charges outside the agreed transportation amount would require supporting documentation. I asked Shawn to double check the contract dates and make sure the agreement period was broad enough to cover schedule slippage without creating unnecessary issues. A second important discussion was around termination rights and potential exposure if the broader deal changes. Given the uncertainty Shawn is seeing in the related R&D and equipment discussions, I revised the termination language so that if we cancel, we are only responsible for costs actually incurred through the termination date rather than the full contract value. We also confirmed the agreement can be modified by email if the move scope changes, such as requiring a 53-foot trailer. We then shifted to broader transition concerns, especially around the R&D equipment situation and the NetSuite transition. Shawn flagged that the R&D discussions are getting increasingly disorganized, including attempts to buy electronics and other equipment categories beyond what had been expected. On NetSuite, I shared that I was preparing for a follow-up discussion with Mike and Pat Lorenziak to assess whether there is any long-term value in keeping the system. Shawn raised a valid concern that simply shutting NetSuite down without preserving receivables, vendor-level obligations, consignment records, and damage-related claims would create downstream collection and reconciliation issues. We agreed that any follow-up with NetSuite or Oracle should be tightly managed and should not include voices that are predisposed to preserving the system without a clear business reason. # 2. Attendee List - Scott Warner - Shawn Remick # 3. Action Items - [Shawn Remick] Revise the transportation contract to remove fuel from the fixed contract amount and convert fuel to actual reimbursement. - [Shawn Remick] Obtain the contractor's fuel estimate in writing by email and adjust the base contract value accordingly. - [Shawn Remick] Update invoice language so the invoice matches the transportation cost in the contract plus any additional charges with supporting documentation. - [Shawn Remick] Remove the IP section from the agreement and renumber the contract. - [Shawn Remick] Confirm and update the effective and end dates in the contract so the term covers potential schedule overrun through month-end. - [Scott Warner] Rewrite the termination clause so we are liable only for costs incurred through the termination date. - [Shawn Remick] Send the revised contract to the contractor and harden terms before the contractor departs. - [Scott Warner] Review the revised agreement one more time to confirm dates and final language are correct. - [Scott Warner] Include Shawn in the next discussion with NetSuite/Oracle after the internal alignment meeting. - [Scott Warner] Continue outreach to Philip and consider sending a direct email asking for a call to discuss the issue. - [Scott Warner] Brief Jeremy if needed on the lack of response from Philip and the expanding scope of the R&D/equipment issue. # 4. Relevant Timelines - Contractor plans to book airfare Monday once the agreement is signed. - The move appears to hinge on the 13th as a practical inflection point - before then, cancellation exposure is limited; after travel/mobilization begins, most of the cost is effectively committed. - Contract term should run from effective date through the end of the month to allow for delays in trip completion. - Follow-up NetSuite discussion with Mike and Pat Lorenziak was scheduled for 12:30 later that day. - A subsequent meeting with NetSuite/Oracle is expected after internal alignment on system retention and data requirements. # 5. Additional Notes - I was comfortable with a pragmatic documentation standard for fuel reimbursement. We do not need to overengineer this as long as the amount is supportable and within expected mileage/gallon assumptions. - We explicitly did not want detailed receipts for every component of the transportation fee. The contract amount should stand on its own, with support only for incremental out-of-pocket charges. - Shawn's comments suggest the related R&D/equipment situation is becoming unstable. There are now discussions involving electronics, woodworking tools, IT equipment, and broader asset movement to Lebanon. This may continue to expand unless someone draws a firm line. - The transportation contract needs enough flexibility to accommodate a scope change, including the possibility of moving from the current truck plan to a 53-foot trailer. - On NetSuite, the key business issue is not just transaction processing. It is also preservation of receivables, consignment accountability, vendor-level records, and any future claims tied to damaged or missing equipment. - I agree with Shawn that we should be careful about who participates in the NetSuite/Oracle discussion. The objective should be business continuity and data preservation, not protecting a preferred system without justification. - Germany-hosted data and the presence of German data in the environment may create additional complications that need to be understood before any migration or shutdown plan is finalized. - Philip's lack of response is becoming a material issue. If direct outreach continues to fail, escalation may be necessary.
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