Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("the Firm," "C&H," or "we") is pleased to confirm the engagement by Metropolitan Transit Development Corp. ("MTDC" or "the Client"), a unit of local government and public transit authority organized under the Illinois Local Mass Transit District Act, 70 ILCS 3610, to represent MTDC in connection with a bid protest challenging the award of the Illinois Integrated

2. Scope of Representation 2.1 Agency-Level Bid Protest The Firm will represent MTDC in the agency-level bid protest to be filed with the Office of Chief Counsel of the Illinois Department of Transportation ("IDOT"), challenging the award of the IITMP contract to Pinnacle Transit Solutions, Inc. ("Pinnacle"), a Delaware corporation headquartered in Indianapolis, Indiana. The IITMP contract, as awarded, is valued at a

3. Background of the Matter The following summary is provided for engagement-letter context and to confirm the Firm's understanding of the factual background giving rise to this representation. It is based on information provided by the Client during the discussions referenced in Section 1 above and is subject to revision as the Firm's investigation and review of documents progresses. On January 18, 2022, the Illinoi

4. Fees and Billing Arrangements 4.1 Hourly Rates The Firm will bill for professional services rendered in connection with this engagement on an hourly basis. The current hourly rates for the professionals who will be primarily assigned to this matter are as follows: These rates reflect the Firm's standard rates for government contracts and procurement litigation matters as of the date of this letter. The Firm's hour

5. Engagement Team The following attorneys will be primarily responsible for this engagement: Ian Blackwood — Responsible Partner, Government Contracts / Banking & Finance Practice Group. Mr. Blackwood has over eighteen years of experience representing public and private entities in transit procurement disputes, bid protests, and related administrative and judicial proceedings before state and federal agencies, inclu

6. Client Responsibilities The effectiveness of the Firm's representation depends in significant part on the Client's cooperation and active participation in the engagement. MTDC agrees to the following responsibilities: (a) Document and Information Access. MTDC will provide the Firm with timely access to all relevant documents, records, data, and personnel necessary for effective representation. This includes, witho

7. Conflict of Interest Clearance The Firm has conducted a comprehensive conflicts check in accordance with the Illinois Rules of Professional Conduct (specifically Rules 1.7 and 1.9) and the Firm's internal conflicts clearance procedures. Based on the information available to the Firm as of the date of this letter, the results of the conflicts check are as follows: The Firm confirms that it does not currently repres

8. Confidentiality and Privilege All communications between MTDC and the Firm in connection with this engagement are protected by the attorney-client privilege and the work-product doctrine to the fullest extent permitted by applicable law. The Firm is committed to preserving the confidentiality of all Client information and to maintaining the integrity of the attorney-client relationship. The Firm will maintain the

9. Document Retention The Firm will maintain files and documents related to this engagement in accordance with its standard document retention policies, a copy of which is available upon request. The Firm's retention period for closed matter files is generally seven (7) years from the date on which the matter is concluded, unless a longer retention period is required by applicable law, regulation, or ethical rule. Up

10. Termination of Engagement Either party may terminate this engagement at any time upon written notice to the other party, subject to the following provisions: (a) Termination by the Client. In the event that MTDC elects to terminate this engagement, the Client will remain responsible for payment of all professional fees and reimbursable expenses incurred through the date of termination, as well as any non-cancelab

11. Limitation of Scope This engagement is limited to the matters described in Section 2 above. The Firm is not engaged to provide legal advice or services in connection with MTDC's general corporate governance, regulatory compliance, labor and employment matters, real estate transactions, tax planning, or operational activities, nor in connection with federal procurement matters, Federal Transit Administration grant

12. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflicts-of-law principles. The rights and obligations of the parties with respect to the attorney-client relationship shall be subject to the Illinois Rules of Professional Conduct as adopted and amended from time to time by the Supreme Court of I

13. Acceptance and Execution We ask that you indicate MTDC's acceptance of the terms and conditions set forth in this engagement letter by executing both copies of this letter in the space provided below and returning one fully executed copy to the Firm at the address set forth above. Upon execution by both parties, this letter will constitute the binding agreement between Calderwood & Harkness LLP and Metropolitan T