Contract analysis

I. Purpose of Letter We write to provide the Metropolitan Transit Development Corporation ("MTDC") with a comprehensive status update on MTDC's pending agency-level bid protest challenging the award of the $247.6 million Illinois Integrated Transit Modernization Program ("IITMP") contract to Pinnacle Transit Solutions, Inc. ("Pinnacle") under Request for Proposals No. IDOT-TS-2022-014 ("RFP"). The protest, filed as P

II. Summary of Protest Proceedings to Date A. Filing and Initial Proceedings On August 8, 2022, Calderwood & Harkness filed a formal agency-level bid protest on behalf of MTDC with the IDOT Office of Chief Counsel, pursuant to Section 20-80 of the Illinois Procurement Code, 30 ILCS 500/20-80, and the implementing regulations set forth at 44 Ill. Admin. Code § 1.5530. The protest challenges the Source Selection Decisi

III. Current Dormant Status A. Extended Delay Without Decision As of the date of this letter, more than sixteen months have elapsed since ALJ Odum took the matter under advisement on December 2, 2022. During that entire period, the IDOT Administrative Review Board has not issued a substantive ruling, an interim order, a request for supplemental briefing, or any other action indicating that the protest is under active

IV. Options for Escalation In light of the foregoing, Calderwood & Harkness has identified three principal options available to MTDC for advancing its challenge, which we present below with an assessment of the advantages, disadvantages, estimated costs, and our recommendation for each. Option 1: Continue to Await Agency Decision Description. Under this option, MTDC would maintain the current status quo and continue

1. Allow sixty (60) days from the date of this letter — i.e., through June 21, 2024 — for the Administrative Review Board to respond to our March 15, 2024 status inquiry or to issue a decision on the pending protest.

2. During that sixty-day period, authorize the Calderwood & Harkness engagement team to begin preparation of the Court of Claims complaint and supporting filings so that they are ready for prompt filing if the deadline passes without agency action.

3. If no decision is forthcoming by June 21, 2024, proceed directly with Option 2 — the filing of a complaint in the Illinois Court of Claims asserting constructive denial — as the primary vehicle for resolving MTDC's challenge.

4. Reserve the mandamus alternative for deployment if circumstances warrant, such as if the Court of Claims raises threshold questions regarding exhaustion that might be addressed by first obtaining a mandamus order compelling the Board to act. We believe this staged approach appropriately balances MTDC's interest in obtaining a prompt resolution against the need to preserve all available administrative and judicial

V. Financial Summary and Fee Estimates A. Fees Incurred to Date As of December 31, 2023, the total fees incurred by Calderwood & Harkness in connection with this matter are $487,350. This amount reflects all work performed from the commencement of the engagement through the filing of the protest, preparation of MTDC's Comments on the Agency Report, oral argument before ALJ Odum, and the four formal status inquiry let

VI. Recommendation Based on the foregoing analysis, Calderwood & Harkness makes the following recommendations: First, we recommend that MTDC authorize the filing of a complaint in the Illinois Court of Claims asserting constructive denial of the bid protest if the IDOT Administrative Review Board does not issue a decision on the pending protest within sixty (60) days of the date of this letter — that is, by no later

VII. Request for Client Conference We respectfully request that MTDC schedule a conference call or in-person meeting at MTDC's offices at 550 West Adams Street at the earliest convenient date to discuss the options presented in this letter, the fee estimates, and MTDC's preferred approach for moving forward. We suggest that the meeting include the following participants: • Dr. Raymond Alcázar, Executive Director, MTD

VIII. Closing We appreciate MTDC's continued confidence in Calderwood & Harkness, and we remain fully committed to achieving a successful outcome in this matter. The IITMP procurement represents a significant opportunity for MTDC to advance its mission of delivering modern, reliable transit services to the residents and commuters of the greater Chicagoland metropolitan area, and we take seriously our responsibility t