Top 10 Terms to Check Before Signing a Contract

1. Adequate due diligence on other parties to the contract has been done and documented.

2. The parties are accurately identified and contact information is clear.

3. There is an effective date and end date.

4. Contract accurately reflects the business deal.

5. Internally everyone is aware of their responsibilities.

6. All financial provisions are clear and correct, and budgetary authorization has been obtained.

7. Obligations of each of the parties is adequately described.

8. We are able to perform our obligations.

9. Appropriate signatory has been determined.

10. Benefits and risks of contract have been assessed and understood.

Mathew Kelly Associate Counsel

Mat joined G&W in September 2022. He received his law degree from Western New England University School of Law, a Master of Laws (LLM) degree in taxation from Georgetown University Law Center and a bachelor’s degree in political science from the University of Massachusetts Amherst. In law school, he interned with United Technologies working on their efforts with the International Space Station, doing work on contracts with Boeing and NASA. In 2016, he joined Lockheed Martin/Sikorsky as Supply Chain and Senior Subcontracts Specialist. Mat, his wife and new baby boy live in Newtown, Connecticut.

How does G&W benefit from the Legal department? I feel like it benefits in the obvious way – identification of risk, explanation of risk. A lot of business folks can see there is risk but need to better understand exactly what it is. Also, the legal department is almost like a backstop – our railroads can reach out to us for a sanity check, even if it’s not a legal issue. Plus, it’s a heavily regulated industry, so dealing with all those regulations can be a lot to navigate, and the fact that we operate in 42 U.S. states and Canada with different rules can make things complicated. How would you describe your job to a friend? A lot of contract review and negotiations in support of the different functions that G&W has in its line of business, such as real estate and commercial support. I guess I would say supporting all the different ways the railroads do business.

Favorite legal TV show (that’s not Law & Order): Better Call Saul Favorite season: Summer – I love doing yard work, love getting outside

Favorite vacation destination: Wherever my wife wants to go. Seriously, though, I loved Barcelona. Cool city.

Favorite food: A porterhouse steak

Michael Morningstar Director of Risk Management and Claims

Michael has 31 years of experience in the claims/insurance industries, including 20 years of railroad expertise. He is a New Englander who migrated to Jacksonville with his family to work for RailAmerica in 2011. Prior to moving south, he worked for Amtrak and the Commuter Rail in Boston. He enjoys many outdoor activities, reading and plays ice hockey during the fall and winter.

How does G&W benefit from the legal department? The legal department can assess contractual risk and keep the operating entities out of hot water. Once there has been an injury, property damage or a litigated dispute, we can handle these types of claims from cradle to grave so the operating folks can focus on keeping the trains running and customers served.

How would you describe your job to a friend? My job is to investigate accidents, make a reasonable determination of liability and propose a best way forward to defend a case or to pursue a collection matter. I take the burden of handling claims off the shoulders of the operating entities so they can focus on moving trains and providing outstanding rail service to our customers!

Favorite legal TV show (that’s not Law & Order): It’s a tossup between Better Call Saul and Goliath

Favorite season: Fall in New England and the winter here in North Florida

Favorite vacation destination: I grew up going to Cape Cod most summer weekends with my family, and it remains my favorite vacation destination to this day.

Favorite food: Italian food; I always look for veal saltimbocca on the menu as it is not something I would make at home.

Legal Definitions to Know

● Incident: An incident is an occurrence, happening or event that could give rise to company or railroad liability – no matter how remote.

● Claim: A claim is an assertion or demand by an individual, company or attorney for damages or action of any kind.

● Litigation : A claim becomes a litigation when it is formally filed with a court, administrative agency, arbitrator or any other tribunal or governmental organization.

● Collections: A collection is an assertion by the company or railroad of a claim or damages from or against a third party.

Chris Vaughan Claims Director

Chris came to G&W in 2021. Prior to that, he worked for Canadian Pacific and CSX. His overall railroad career spans 15 years and includes roles as conductor, mechanical laborer, signalman, manager of field investigations and damage prevention specialist.

Chris holds a bachelor’s degree in economics from the State University of New York at Albany. He enjoys spending time with his wife, Tina; two children, Natalie (4) and Kelsey (2); and cats, Lily and Lucy. They are new to the Rochester, New York, area and enjoy exploring new places, especially pumpkin farms.

How does G&W benefit from the Legal department?

G&W benefits from a legal department as we investigate and evaluate claims in a fair manner to resolve prior to litigation. We handle a variety of claims, including employee injuries and property damage claims, and negotiate on collection cases. We work with employees in the company along with outside counsel to determine the best course for claims.

How would you describe your job to a friend? It’s complicated.

Favorite legal TV show (that’s not Law & Order): Billions

Favorite season: 72 and partly cloudy

Favorite vacation destination: Bermuda

Favorite food: Sushi

Shirley Reinoso Senior Paralegal

Shirley joined G&W in September 2019. Prior to joining G&W, she was a paralegal for a civil litigation and criminal defense law firm in Fairfield County, Connecticut. She has a bachelor’s degree in political science, a master’s degree in business administration and 18 years of experience in the legal field.

How does G&W benefit from the legal department? A legal department is beneficial because it gives the employees access to an attorney who can help review and negotiate contracts, answer questions regarding a particular issue and make sure that the company and the employees are complying with applicable rules, laws and regulations.

How would you describe your job to a friend? My responsibilities extend from performing administrative tasks to managing and maintaining the civil claims list, the subsidiary tables and the books for the Board of Directors and the Committee meeting minutes and materials distributed. I also help draft legal holds, draft subpoena responses, review outside counsel invoices to make sure that outside counsel is complying with the billing guidelines, draft intercompany Administrative Services Agreements, prepare minutes for the U.S. and Marshall Islands subsidiaries, review minutes and annual filings for the Canadian subsidiaries and prepare the necessary documents to qualify the U.S. subsidiaries to do business in various states.

Favorite legal TV show (that’s not Law & Order): How to Get Away with Murder

Favorite season: Summer

Favorite vacation destination: Martha’s Vineyard

Favorite food: Pernil (roasted pork) with rice and gandules (pigeon peas)