Contract analysis

1. Introduction and Purpose of Engagement Calderwood & Harkness LLP represents Metropolitan Transit Development Corp. ("MTDC"), a unit of local government and public transit authority organized under the Illinois Local Mass Transit District Act, 70 ILCS 3610, headquartered at 550 West Adams Street, 14th Floor, Chicago, Illinois 60661. MTDC operates one of the largest public transit networks in the State of Illinois a

2. Background of the Dispute To provide context for the scope of services described in this engagement letter, the following summarizes the relevant facts and circumstances of the procurement at issue. On January 18, 2022, IDOT issued RFP No. IDOT-TS-2022-014 for the Illinois Integrated Transit Modernization Program (IITMP), a comprehensive program intended to modernize and integrate transit infrastructure, signaling

3. Scope of Services 3.1 Protest-Phase Services (Primary Scope) Linden shall provide the following services during the agency-level protest phase, in support of MTDC's bid protest before the IDOT Administrative Review Board (presided over by Administrative Law Judge Terrence Odum): (a) Evaluation Scoring Methodology Analysis. Linden shall conduct a detailed evaluation and analysis of IDOT's technical scoring methodol

4. Fees and Payment Terms 4.1 Protest-Phase Fee Calderwood & Harkness and Linden agree to a flat fee of One Hundred Forty-Five Thousand Dollars ($145,000) for all protest-phase services described in Section 3.1 above. This flat fee is inclusive of all professional time of Dr. Fernwood and any Linden staff working under Dr. Fernwood's direct supervision, including all analytical work, report preparation, exhibit devel

5. Confidentiality and Privilege Preservation 5.1 Confidential Information All information, documents, data, and communications provided to Linden by Calderwood & Harkness or MTDC in connection with this engagement constitute "Confidential Information" as that term is used throughout this letter. Confidential Information includes, but is not limited to, the following: (a) MTDC's proposal submitted in response to RFP

6. Document Handling and Security Linden shall maintain all Confidential Information and engagement materials in secure, access-controlled physical and electronic storage at all times during the engagement. Physical documents shall be stored in locked facilities with access limited to authorized personnel. Electronic files shall be encrypted both in transit and at rest using industry-standard encryption protocols, wi

7. Independence and Conflicts Linden represents and warrants that, as of the date of this letter, it has no financial interest in, business relationship with, or other conflict of interest relating to any party to the protest proceeding, including but not limited to: Metropolitan Transit Development Corp. (MTDC); the Illinois Department of Transportation (IDOT); Pinnacle Transit Solutions, Inc.; Northlake Signal Syst

8. Term and Termination This engagement shall commence upon the execution of this letter by both parties and shall continue until the conclusion of the protest-phase services described in Section 3.1, unless earlier terminated in accordance with this Section 8. The litigation-phase engagement described in Section 3.2 shall commence only upon written activation by Calderwood & Harkness LLP and shall continue until the

9. Relationship of the Parties Linden is retained as an independent contractor for purposes of this engagement. Nothing in this letter shall be construed to create an employment, partnership, joint venture, or agency relationship between Linden and Calderwood & Harkness LLP, or between Linden and MTDC. Linden shall not have the authority to bind Calderwood & Harkness or MTDC to any obligation or commitment, nor shall

10. 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 conflict-of-laws principles. All rights and obligations of the parties hereunder shall be determined in accordance with Illinois law. Any dispute, controversy, or claim arising out of or relating to this engagement letter, or the breach, termination

11. Limitation of Liability Linden's aggregate liability under this engagement, whether in contract, tort, or otherwise, shall not exceed the total fees actually paid to Linden under this engagement letter. This limitation of liability applies to all claims arising out of or in connection with Linden's performance of services hereunder, regardless of the theory of liability. Neither party shall be liable to the other

12. Entire Agreement and Amendments This letter constitutes the entire agreement between Calderwood & Harkness LLP and Linden Analytics Group, LLC with respect to the subject matter hereof. This letter supersedes all prior discussions, negotiations, understandings, and agreements between the parties, whether written or oral, relating to the engagement described herein. No representations, warranties, or commitments h