Contract analysis

I. Purpose This memorandum memorializes the closure of Calderwood & Harkness LLP ("C&H") Matter No. 1031-00002 and provides a comprehensive record of the engagement, including a detailed account of the client relationship, the scope and nature of the legal services rendered, the procedural history of the underlying regulatory proceeding, final billing and fee-cap utilization, document retention directives, and consid

II. Client and Matter Identification The following information identifies the client, the matter, and the associated regulatory and federal-grant docket references: Client: Metropolitan Transit Development Corporation ("MTDC"), an Illinois Municipal Corporation and Public Transit Authority organized and existing under the Metropolitan Transit Development Act, 70 ILCS 3615. MTDC is a unit of local government authorize

III. Engagement Team The following C&H attorneys were assigned to and actively worked on this matter throughout the duration of the engagement. Total professional hours billed across all timekeepers were 327.3 hours. Patricia Dunmore — Responsible Partner, Energy & Infrastructure Practice. Ms. Dunmore served as the engagement lead and primary relationship partner for MTDC. She oversaw all aspects of the regulatory fi

IV. Engagement History and Summary of Matter A. Engagement Opening and Scope The engagement was formally opened on February 20, 2023, pursuant to an executed engagement letter from C&H to Constance M. Adler, General Counsel of MTDC. The engagement letter was countersigned by Ms. Adler on behalf of MTDC on February 21, 2023, and the executed copy was received by C&H on February 22, 2023. A conflict check was completed

1. North Garage — 4501 West Lawrence Avenue, Chicago, IL 60630. The North Garage is MTDC's largest bus maintenance and storage facility, housing approximately 440 buses. The planned Phase 1 deployment at North Garage would accommodate 90 battery-electric buses, requiring installation of 90 depot chargers and associated electrical infrastructure. The new electrical load at this facility was estimated at 18 megawatts (

2. West Garage — 1200 South Cicero Avenue, Chicago, IL 60804. The West Garage is MTDC's second-largest facility, housing approximately 380 buses. The planned Phase 1 deployment at West Garage would accommodate 75 battery-electric buses, requiring installation of 75 depot chargers. The new electrical load at this facility was estimated at 15 MW.

3. South Garage — 7800 South Vincennes Avenue, Chicago, IL 60620. The South Garage houses approximately 310 buses. The planned Phase 1 deployment at South Garage would accommodate 60 battery-electric buses, requiring installation of 60 depot chargers. The new electrical load at this facility was estimated at 12 MW. The combined new electrical load across all three facilities was 45 MW. This represented a substantial

V. Final Billing Summary A. Professional Fees The following table sets forth the professional fees billed to MTDC in connection with this engagement, broken down by timekeeper: The incidental costs line item of $79.00 reflects a rounding adjustment applied across monthly invoices to reconcile fractional-hour billing entries in accordance with C&H's standard billing practices. B. Disbursements. The following disbursem

VI. Key Documents for Retention The following documents were produced or received in connection with C&H Matter No. 1031-00002 and are to be retained in the firm's document management system in accordance with C&H's records-retention policy. Unless otherwise noted, all documents are maintained in both electronic and hard-copy format in the matter file.

1. Engagement Letter — C&H to MTDC, dated February 20, 2023, countersigned by Constance M. Adler on February 21, 2023. This document establishes the scope, fee arrangement, and terms of the engagement.

2. Regulatory Strategy Memorandum — Internal C&H memorandum, dated February 27, 2023, prepared by David Stanton and Michelle Tsao and addressed to Patricia Dunmore. This memorandum sets forth the recommended regulatory strategy for the ICC filing, including an analysis of applicable ICC precedent, the proposed procedural approach, and an assessment of potential issues and risks. This document is protected by the atto

3. Verified Petition for Approval of Electrification Infrastructure and Interconnection — Filed March 1, 2023, in ICC Docket No. 23-0214. The Petition was verified by Harold J. Greenway, Executive Director of MTDC, and constitutes the principal pleading in the regulatory proceeding.

4. Pre-Filed Direct Testimony of Raymond K. Mosley — Testimony of Raymond K. Mosley, Director of Capital Programs, MTDC, submitted in support of the Verified Petition as a filing exhibit. Mr. Mosley's testimony addressed the technical and operational aspects of the electrification project, the need for the proposed interconnection and charging infrastructure, and the projected deployment timeline.

5. Draft Infrastructure Cost-Sharing Agreement — Between MTDC and Prairie Shore Electric Company, governing the allocation of the $12,300,000 in distribution-system upgrade costs between the parties (60% MTDC / 40% Prairie Shore). This agreement was circulated to Hargrove, Peck & Tillotson LLP in draft form but was never executed. The most recent draft, dated May 8, 2023, reflects comments received from Prairie Shore

6. Draft Term Sheet — Proposed Prairie Shore Schedule EV-T — The draft term sheet outlining the proposed time-of-use rate structure, demand-charge provisions, and other terms of the Schedule EV-T tariff. This term sheet was submitted as an exhibit to the Verified Petition and formed the basis for the proposed tariff filing.

7. MTDC Response to ICC Staff Data Requests, Set 1 — Data request responses prepared by C&H on behalf of MTDC in response to interrogatories and document requests issued by ICC Staff. These responses were served on ICC Staff Counsel Ellen R. Dempsey and provided detailed information concerning MTDC's projected load profile, financial projections, and the basis for the proposed cost-sharing allocation.

8. Internal Memorandum — Analysis of FTA Grant Rescission and Regulatory Implications — Dated June 13, 2023, prepared by David Stanton and addressed to Patricia Dunmore. This memorandum analyzes the legal and practical consequences of the FTA's rescission of Grant Award No. IL-2023-0067-00 on the pending ICC proceeding and recommends withdrawal without prejudice. This document is protected by the attorney work produc

9. Client Advisory Letter — Grant Rescission and Recommended Course of Action — Dated June 15, 2023, from Patricia Dunmore to Constance M. Adler. This letter formally communicates C&H's recommendation that MTDC withdraw the Verified Petition without prejudice in light of the grant rescission and requests the client's written authorization to proceed. This document is protected by the attorney-client privilege.

10. Motion to Withdraw Verified Petition Without Prejudice — Filed June 19, 2023, in ICC Docket No. 23-0214. The Motion sets forth the grounds for withdrawal and requests that the withdrawal be granted without prejudice to MTDC's right to refile.

11. Proposed Order Granting Withdrawal Without Prejudice — Submitted to ALJ Lindquist in conjunction with the Motion to Withdraw. The Proposed Order was adopted substantially in the form submitted.

12. ALJ Order Granting Withdrawal Without Prejudice — Entered June 26, 2023, by the Honorable Marcus P. Lindquist, Administrative Law Judge. This order grants the withdrawal without prejudice, vacates the June 28, 2023 evidentiary hearing, and closes ICC Docket No. 23-0214.

13. Correspondence Files — All correspondence maintained in connection with this engagement, including communications with MTDC (Constance M. Adler and other MTDC personnel), the ICC (filings, notices, and communications with ICC Staff), Prairie Shore Electric Company and its counsel at Hargrove, Peck & Tillotson LLP, CATA and its counsel at Rosenberg & Dietrich LLP, Creston Engineering Group, Inc. (Martin J. Sadowsk

14. Billing Records and Time Entries — Complete billing records and individual time entries for all timekeepers on the matter, including monthly invoices submitted to MTDC and supporting detail. All documents listed above should be classified and maintained in accordance with applicable privilege designations. Documents constituting attorney work product should be marked as such. Documents constituting attorney-clien

VII. Considerations for Potential Refiling The following considerations are noted for the record in the event that MTDC elects to pursue a new ICC filing in the future relating to the electrification project or a substantially similar undertaking. A. Without-Prejudice Status The ALJ's Order of June 26, 2023, expressly grants the withdrawal of the Verified Petition without prejudice, thereby preserving MTDC's right to

VIII. Key Client and Third-Party Contacts for the Record The following table sets forth the key client and third-party contacts associated with this engagement, for reference in the event of any future engagement or inquiry:

IX. Conclusion and Matter Closure Certification Calderwood & Harkness LLP Matter No. 1031-00002 is hereby closed as terminated, effective July 1, 2023. The engagement has been concluded in accordance with the terms of the engagement letter, the client's authorized instructions, and the firm's internal policies and procedures for matter closure. All outstanding invoices have been submitted to MTDC for payment. The fin