1031-00002 · Metropolitan Transit Development Corp · Engagement

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CALDERWOOD & HARKNESS LLP Attorneys at Law

70 West Madison Street, Suite 5000 Chicago, Illinois 60602 Telephone: (312) 555-7200 Facsimile: (312) 555-7201 www.calderwoodharkness.com

February 20, 2023

Constance M. Adler, Esq. General Counsel Metropolitan Transit Development Corporation 200 West Adams Street, Suite 2400 Chicago, Illinois 60606

Dear Ms. Adler:

Calderwood & Harkness LLP ("C&H" or "the Firm") is pleased to confirm its engagement by Metropolitan Transit Development Corporation ("MTDC" or "the Authority"), an Illinois municipal corporation and public transit authority organized under the Metropolitan Transit Development Act, 70 ILCS 3615, to serve as outside regulatory counsel in connection with a filing before the Illinois Commerce Commission ("ICC"). This engagement arises from MTDC's need for specialized regulatory representation to obtain ICC approval for the interconnection of new high-capacity depot charging infrastructure to the regional electric grid and for a long-term power-purchase arrangement with Prairie Shore Electric Company ("Prairie Shore"), the incumbent investor-owned electric utility serving MTDC's depot locations. The filing will be made in connection with MTDC's plan to deploy a $78,500,000 federal electrification grant awarded by the Federal Transit Administration ("FTA") under the Low- and No-Emission Vehicle Program, 49 U.S.C. § 5339(c), Grant Award Number IL-2023-0067-00, dated January 9, 2023. This engagement is assigned C&H Matter Number 1031-00002 and is subject to the terms and conditions set forth below.

The purpose of this letter is to set forth the scope, terms, and conditions of our engagement so that both C&H and MTDC have a clear mutual understanding of the representation. We ask that you review this letter carefully and, if the terms are acceptable, countersign and return a copy as indicated below.

1. Scope of Representation

C&H will represent MTDC before the ICC in a regulatory proceeding to be docketed upon filing of a Verified Petition (anticipated ICC Docket No. 23-0214). The representation encompasses all aspects of the regulatory proceeding necessary to obtain ICC approval of the interconnection of MTDC's new electrification charging infrastructure and the associated power-purchase arrangement with Prairie Shore. Specifically, the scope of C&H's representation includes the following:

(a) Preparation and Filing of the Verified Petition. C&H will prepare and file with the ICC a Verified Petition for Approval of Electrification Infrastructure and Interconnection, together with all supporting schedules, attachments, and verification statements required under applicable ICC rules and regulations.

(b) Pre-Filed Testimony and Exhibits. C&H will prepare pre-filed direct, rebuttal, and surrebuttal testimony and supporting exhibits in support of the Petition, coordinating with MTDC staff and third-party consultants to develop the evidentiary record.

(c) Infrastructure Cost-Sharing Agreement. C&H will draft and negotiate the Infrastructure Cost-Sharing Agreement between MTDC and Prairie Shore governing the allocation of an estimated $12,300,000 in distribution-system upgrade costs necessitated by the interconnection of new depot charging loads. Based on preliminary discussions, the anticipated allocation is sixty percent (60%) to MTDC, totaling approximately $7,380,000, and forty percent (40%) to Prairie Shore, totaling approximately $4,920,000. The final allocation will be subject to negotiation and ICC approval.

(d) Power-Purchase Rate Arrangement. C&H will draft and negotiate a proposed power-purchase rate arrangement under a new time-of-use tariff, designated as proposed Prairie Shore Schedule EV-T, at a blended rate of approximately $0.062 per kilowatt-hour. This tariff filing will be coordinated with the Verified Petition and submitted for ICC review and approval as part of the overall proceeding.

(e) Representation at ICC Proceedings. C&H will represent MTDC at all ICC status conferences, pre-hearing conferences, evidentiary hearings, oral arguments, and other proceedings in the docket, including any proceedings before an Administrative Law Judge or the full Commission.

(f) Responses to ICC Staff Data Requests and Interrogatories. C&H will prepare, review, and file responses to data requests, interrogatories, and other discovery propounded by ICC Staff, intervenors, or other parties to the proceeding, in coordination with MTDC personnel and third-party consultants.

(g) Coordination with Intervenors. C&H will coordinate with intervenors and their counsel as necessary, including any participation by consumer advocacy groups, environmental organizations such as the Clean Air Transit Alliance, or other interested parties who may seek to intervene in the docket.

(h) Advocacy for Interconnection Approval. C&H will advocate for ICC approval of the interconnection of a combined forty-five megawatts (45 MW) of new electrical load across three MTDC depot locations, as follows:

(i) North Garage — 4501 West Lawrence Avenue, Chicago, Illinois 60630 — eighteen megawatts (18 MW);

(ii) West Garage — 1200 South Cicero Avenue, Chicago, Illinois 60804 — fifteen megawatts (15 MW); and

(iii) South Garage — 7800 South Vincennes Avenue, Chicago, Illinois 60620 — twelve megawatts (12 MW).

(i) Ancillary Regulatory Filings and Motions. C&H will prepare and file all ancillary regulatory filings, motions, briefs, and other submissions required or appropriate in connection with the proceeding through final ICC order, including motions for protective orders, procedural motions, and post-hearing briefs.

Scope Exclusions. This engagement does not extend to the following matters, which are expressly excluded from the scope of C&H's representation:

(a) FTA grant compliance, reporting, or administration matters related to Grant Award Number IL-2023-0067-00, including compliance with 2 C.F.R. Part 200 or FTA Circular 5010.1E;

(b) Procurement of battery-electric buses or related equipment, including the planned acquisition of two hundred twenty-five (225) units at an estimated cost of $71,800,000, and any associated procurement challenges, protests, or contract negotiations;

(c) Environmental permitting or review under the National Environmental Policy Act, the Illinois Environmental Protection Act, or any other federal, state, or local environmental law or regulation;

(d) Labor, employment, or collective bargaining matters, including any issues arising under Section 13(c) of the Federal Transit Act, 49 U.S.C. § 5333(b), or under any collective bargaining agreement to which MTDC is a party;

(e) Any litigation arising outside the ICC proceeding, including but not limited to lawsuits, arbitration proceedings, or administrative proceedings before any court or agency other than the ICC in the above-referenced docket;

(f) Tax advice or financial advisory services of any kind, it being understood that MTDC has separately retained Dralvecen Reade & Co. as financial advisor and Fielding & Calloway CPAs, LLC as independent auditor for matters related to the electrification program.

If MTDC requires representation in any excluded area described above, or if any new matter arises that falls outside the scope described in this Section 1, a separate engagement letter with its own terms and fee arrangement will be required before C&H undertakes any such additional work.

2. Engagement Team

C&H will staff this engagement with experienced members of the Firm's Energy & Infrastructure Practice. The following attorneys will serve as the primary engagement team:

Patricia Dunmore — Responsible Partner, Energy & Infrastructure Practice. Ms. Dunmore will have overall responsibility for the engagement and will serve as the primary relationship partner. She will supervise all work product and strategy, maintain regular communication with MTDC's General Counsel, and ensure the quality and consistency of C&H's representation throughout the proceeding.

George Trujillo — Billing Partner, Energy & Infrastructure Practice. Mr. Trujillo will oversee billing, budgeting, and fee-cap compliance for the engagement. In addition to his billing and administrative responsibilities, Mr. Trujillo will contribute substantive work as needed on regulatory strategy and rate design matters, drawing on his extensive experience before the ICC.

David Stanton — Lead Associate, Energy & Infrastructure Practice. Mr. Stanton will serve as the day-to-day lead attorney on the matter. He will be responsible for drafting the Verified Petition, pre-filed testimony, data request responses, and all ICC filings. Mr. Stanton will serve as the primary point of contact for routine day-to-day matters and will coordinate with MTDC staff and third-party consultants as needed.

Michelle Tsao — Working Associate, Energy & Infrastructure Practice. Ms. Tsao will assist Mr. Stanton with legal research, drafting, document preparation, and cite-checking of filings. Ms. Tsao will also assist in the preparation of hearing exhibits and the management of the docket file.

From time to time, additional C&H attorneys or professional staff may be assigned to the engagement to address workload demands or to provide specialized expertise. C&H will provide prior notice to MTDC before any additional personnel are assigned, and the billing rates for such personnel will be communicated to MTDC in advance of their commencement of work on the matter. All additional personnel will be subject to the Fee Cap described in Section 4 below.

3. Client Contacts

C&H's primary client contact for this engagement will be Constance M. Adler, General Counsel, MTDC. All communications regarding the overall direction of the representation, privileged legal advice, and strategic decisions will be directed to and through Ms. Adler.

The following individuals are authorized client contacts for purposes of providing substantive direction, reviewing and commenting on documents and work product, and furnishing factual information to C&H in connection with the engagement:

• Harold J. Greenway, Executive Director, MTDC

• Sandra R. Pellegrino, Chief Financial Officer, MTDC

• Raymond K. Mosley, Director of Capital Programs, MTDC

Notwithstanding the foregoing, all formal instructions and authorizations regarding the scope of the engagement, settlement or resolution of any aspect of the ICC proceeding, or withdrawal from the engagement must be provided by or through Ms. Adler in her capacity as General Counsel. C&H will look to Ms. Adler for definitive direction on all material decisions affecting the representation.

4. Fees and Billing Arrangements

4.1 Fee Structure — Capped Fee

The engagement is structured on a capped-fee basis, reflecting C&H's assessment of the anticipated scope and complexity of the ICC proceeding. Total professional fees for the engagement shall not exceed Three Hundred Eighty-Five Thousand Dollars ($385,000) (the "Fee Cap") for the regulatory proceeding described in Section 1 through final ICC order or other termination of the proceeding, whichever occurs first.

The Fee Cap covers all professional time of C&H attorneys expended on this matter. C&H will bill on an hourly basis at the rates set forth in Section 4.2 below, and MTDC will be invoiced monthly for actual time incurred, up to the aggregate Fee Cap. If cumulative professional fees reach the Fee Cap before the matter concludes, C&H will continue to provide representation for the remainder of the proceeding without additional charges for professional time, subject to MTDC's continued obligation to reimburse disbursements and out-of-pocket costs as provided in Section 4.3 below.

The Fee Cap is intended to provide MTDC with cost certainty for this engagement while allowing C&H flexibility in staffing and resource allocation. MTDC acknowledges that the Fee Cap is based on C&H's current understanding of the scope of the proceeding and the anticipated procedural timeline. If circumstances arise that materially expand the scope of the proceeding beyond what is contemplated in Section 1 — for example, a significant and unforeseen expansion of the issues by the ICC or the filing of a contested case by an intervenor that substantially increases the evidentiary burden — C&H reserves the right to discuss a modification of the Fee Cap with MTDC, although any modification must be agreed to in writing by both parties.

4.2 Hourly Rates

The following standard hourly rates shall apply to the members of the engagement team identified in Section 2:

These rates are effective as of the date of this letter and represent C&H's standard rates for the applicable timekeepers. If additional attorneys or professional staff are staffed on the matter pursuant to Section 2, their hourly rates will be communicated to MTDC in advance of their assignment, and all such professional time will be subject to the overall Fee Cap.

4.3 Disbursements and Costs

Disbursements and out-of-pocket costs incurred by C&H on behalf of MTDC in connection with this engagement are billed separately and are not included within the Fee Cap. Disbursements include, but are not limited to, the following categories of expense:

• ICC filing fees and docket charges;

• Court reporter and transcript fees for depositions or evidentiary hearings;

• Messenger, courier, and service of process charges;

• Travel expenses, including airfare, ground transportation, lodging, and meals, if travel is required in connection with the proceeding (C&H does not currently anticipate significant travel expenses given the Chicago location of the ICC);

• Westlaw, Sundial Solutions, and other legal research database charges;

• Photocopying, printing, and document reproduction costs;

• Postage and delivery charges; and

• Other third-party costs reasonably incurred on MTDC's behalf in connection with the engagement.

C&H will endeavor to notify MTDC in advance of any single disbursement expected to exceed Five Thousand Dollars ($5,000). MTDC will not be charged for internal overhead, general administrative expenses, or standard office supplies.

4.4 Billing and Payment Terms

C&H will issue monthly invoices to MTDC, itemized by timekeeper, with narrative descriptions of services rendered during the billing period. Each invoice will include a separate schedule of disbursements and out-of-pocket costs incurred during the same period. Invoices will provide sufficient detail to allow MTDC to assess the nature and reasonableness of the services performed and charges incurred.

All invoices are due and payable within thirty (30) days of the invoice date. Invoices will reference C&H Matter Number 1031-00002 and, once assigned, ICC Docket No. 23-0214. Invoices should be directed to:

Constance M. Adler, Esq. General Counsel Metropolitan Transit Development Corporation 200 West Adams Street, Suite 2400 Chicago, Illinois 60606

If MTDC has any questions or disputes regarding an invoice, MTDC agrees to notify C&H in writing within fifteen (15) days of receipt of the invoice in question, and the parties will work in good faith to resolve any billing discrepancies. Payment of undisputed portions of an invoice shall not be withheld pending resolution of any disputed charges.

4.5 Fee Cap Does Not Include Other Matters

The Fee Cap set forth in Section 4.1 applies solely to the ICC regulatory proceeding described in Section 1 of this letter. Any expansion of the scope of the engagement beyond the matters described in Section 1, any appeal from a final ICC order (whether to the Illinois Appellate Court or otherwise), any rehearing proceeding before the ICC, or any related matter arising outside the scope of the ICC proceeding would require a separate fee arrangement to be agreed upon in writing by C&H and MTDC before such work is undertaken.

5. Third-Party Consultants and Advisors

C&H understands that MTDC has separately engaged the following advisors and consultants in connection with the electrification program. C&H may rely upon, reference, or incorporate work product produced by these advisors in the course of preparing filings and testimony for the ICC proceeding:

Creston Engineering Group, Inc. 8700 Bryn Mawr Avenue, Suite 600 Rosemont, Illinois 60018 Lead Engineer: Martin J. Sadowski, P.E. Role: Engineering consultant for grid-interconnection studies, load-flow analyses, and charging infrastructure design for the three depot locations.

Dralvecen Reade & Co. 311 South Wacker Drive, Suite 4500 Chicago, Illinois 60606 Engagement Partner: Lisa M. Quayle, CFA Role: Financial advisory firm for grant compliance modeling, rate-impact analysis, and cost-benefit studies supporting the proposed power-purchase arrangement.

Fielding & Calloway CPAs, LLC 155 North Wacker Drive, Suite 1800 Chicago, Illinois 60606 Engagement Partner: Douglas H. Fielding, CPA Role: Independent auditor providing audited financial statements and financial data to support MTDC's filings before the ICC.

C&H's fees and the Fee Cap described in Section 4 do not cover the fees, costs, or expenses of these third-party advisors. MTDC is responsible for the compensation of each such advisor separately and directly. C&H will coordinate with these advisors as necessary to ensure consistency and quality in the evidentiary record presented to the ICC, but C&H does not assume responsibility for the work product of any third-party advisor and makes no representations or warranties regarding the accuracy or completeness of their analyses.

6. Conflicts of Interest

C&H has conducted a thorough conflicts check in accordance with the Firm's standard conflicts-clearance procedures and the Illinois Rules of Professional Conduct. Based on this review, C&H confirms the following:

(a) C&H does not currently represent Prairie Shore Electric Company or any affiliate, parent company, or subsidiary of Prairie Shore in any matter, and C&H has no existing attorney-client relationship with Prairie Shore that would give rise to a conflict of interest in connection with this engagement.

(b) C&H does not represent the Clean Air Transit Alliance or any other organization or individual that C&H has reason to believe will seek to intervene in the anticipated ICC proceeding.

(c) C&H does not represent any other party whose interests are adverse to MTDC in connection with the matters described in this engagement letter.

MTDC acknowledges that C&H is a large, multi-practice law firm with offices in multiple jurisdictions, and that C&H may represent other clients in matters unrelated to this engagement that may have some commercial relationship with Prairie Shore, the ICC, or other parties to this proceeding. Such unrelated representations do not constitute a conflict of interest with respect to this engagement, and MTDC consents to C&H's continued representation of such clients in those unrelated matters.

If an actual or potential conflict of interest arises during the course of the engagement, C&H will promptly notify MTDC in writing, provide a full explanation of the circumstances, and seek appropriate waivers or take such other action as may be necessary to address the conflict in compliance with the Illinois Rules of Professional Conduct. In the event that a conflict cannot be resolved through waiver or other appropriate measures, the parties will discuss the situation and determine the appropriate course of action, which may include withdrawal from the engagement as provided in Section 9.

7. Confidentiality and Privilege

All communications between C&H and MTDC, and between C&H and MTDC's authorized representatives, related to this engagement are intended to be protected by the attorney-client privilege and the work-product doctrine to the fullest extent permitted by applicable law. C&H will take reasonable measures to preserve and protect the confidentiality and privileged nature of all such communications.

C&H will not disclose MTDC's confidential information to third parties without MTDC's prior written consent, except as may be necessary in connection with the ICC proceeding (including the filing of public documents, testimony, and exhibits) or as required by applicable law, court order, or rule of professional conduct. C&H will consult with MTDC before making any disclosure that C&H believes may implicate MTDC's confidentiality interests.

MTDC acknowledges that filings in the anticipated ICC Docket No. 23-0214 will be matters of public record under the Illinois Commerce Commission's rules and procedures. To the extent that any filing contains information that MTDC considers commercially sensitive, proprietary, or otherwise confidential, C&H will consult with MTDC regarding the advisability and mechanics of requesting confidential treatment of such information from the ICC, including the filing of motions for protective orders pursuant to 83 Ill. Admin. Code § 200.430 or other applicable provisions. MTDC understands that the granting of any such request for confidential treatment is within the discretion of the ICC.

8. Document Retention

C&H will maintain files related to this engagement in accordance with the Firm's document retention policies, which provide for the orderly retention and eventual disposition of client files following the conclusion of an engagement. C&H's current retention policy provides for the maintenance of engagement files for a period of ten (10) years following the close of the matter, after which files may be destroyed in the ordinary course unless MTDC requests otherwise.

Upon conclusion of the engagement, C&H will return original documents belonging to MTDC upon written request. MTDC agrees to make any such request within a reasonable time following the conclusion of the engagement. C&H may retain copies of its own work product and internal file materials consistent with its professional obligations and Firm policy, including copies reasonably necessary for the Firm's records, conflicts-checking purposes, and compliance with applicable rules of professional conduct.

9. Termination of Engagement

Either party may terminate this engagement upon written notice to the other party. Such notice shall be directed to the individuals identified in Sections 2 and 3 of this letter, as applicable.

If MTDC terminates the engagement, MTDC will remain responsible for all fees and disbursements properly incurred through the date of termination, subject to the Fee Cap and the other provisions of Section 4. C&H will render a final invoice reflecting all fees and disbursements incurred through the termination date.

If C&H determines that it must withdraw from the engagement, C&H will do so in compliance with applicable rules of professional conduct, including Illinois Rule of Professional Conduct 1.16, and will take reasonable steps to protect MTDC's interests during the transition. If C&H's withdrawal occurs during the pendency of the ICC proceeding, C&H will seek leave of the ICC to withdraw as counsel of record in accordance with applicable procedural rules and will cooperate with MTDC in the orderly transition of the matter to successor counsel, if any, including the prompt transfer of files and work product.

Upon termination of the engagement by either party, C&H will render a final invoice within thirty (30) days and will cooperate fully in any transition of the matter to successor counsel designated by MTDC.

10. Governing Law

This engagement letter shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict-of-laws principles. Any dispute arising under or in connection with this engagement letter shall be subject to the exclusive jurisdiction of the courts of the State of Illinois located in Cook County.

11. Entire Agreement

This letter, together with the C&H Standard Terms of Engagement enclosed herewith and incorporated herein by reference, constitutes the entire agreement between C&H and MTDC regarding the scope, terms, and conditions of the engagement described herein. This letter supersedes all prior discussions, negotiations, and understandings, whether oral or written, relating to the subject matter hereof. Any amendments, modifications, or supplements to this engagement letter must be in writing and signed by authorized representatives of both parties.

We are excited about the opportunity to represent MTDC in this important proceeding. The transition to zero-emission bus operations represents a landmark initiative for the Authority, and we look forward to working with you, Mr. Greenway, Ms. Pellegrino, Mr. Mosley, and the rest of the MTDC team to obtain a successful outcome before the ICC. We are confident that our Energy & Infrastructure Practice is well-positioned to provide the regulatory expertise and advocacy that this matter demands.

Please indicate MTDC's acceptance of the terms set forth in this engagement letter by countersigning in the space provided below and returning a copy to Patricia Dunmore at the address set forth on the letterhead above, or by email at pdunmore@calderwoodharkness.com. We request that the countersigned copy be returned at your earliest convenience so that we may promptly commence preparation of the Verified Petition.

If you have any questions regarding the terms of this letter or any other aspect of the engagement, please do not hesitate to contact me directly at (312) 555-7218.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Patricia Dunmore Partner, Energy & Infrastructure Practice Calderwood & Harkness LLP 70 West Madison Street, Suite 5000 Chicago, Illinois 60602 Telephone: (312) 555-7218

Email: pdunmore@calderwoodharkness.com

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned, on behalf of Metropolitan Transit Development Corporation, hereby acknowledges receipt of this engagement letter, has reviewed its terms, and accepts and agrees to the terms and conditions set forth herein.

ACCEPTED AND AGREED:

METROPOLITAN TRANSIT DEVELOPMENT CORPORATION

By: ________

Name: Constance M. Adler, Esq.

Title: General Counsel

Date: ________

cc: Harold J. Greenway, Executive Director, Metropolitan Transit Development Corporation cc: Sandra R. Pellegrino, Chief Financial Officer, Metropolitan Transit Development Corporation cc: George Trujillo, Partner, Calderwood & Harkness LLP

Encl.: C&H Standard Terms of Engagement (incorporated by reference)

Timekeeper	Position	Hourly Rate
Patricia Dunmore	Partner	$1,050/hr
George Trujillo	Partner	$985/hr
David Stanton	Associate	$625/hr
Michelle Tsao	Associate	$495/hr

CALDERWOOD & HARKNESS LLP Attorneys at Law
70 West Madison Street, Suite 5000 Chicago, Illinois 60602 Telephone: (312) 555-7200 Facsimile: (312) 555-7201 www.calderwoodharkness.com
February 20, 2023
Constance M. Adler, Esq. General Counsel Metropolitan Transit Development Corporation 200 West Adams Street, Suite 2400 Chicago, Illinois 60606
Dear Ms. Adler:
Calderwood & Harkness LLP ("C&H" or "the Firm") is pleased to confirm its engagement by Metropolitan Transit Development Corporation ("MTDC" or "the Authority"), an Illinois municipal corporation and public transit authority organized under the Metropolitan Transit Development Act, 70 ILCS 3615, to serve as outside regulatory counsel in connection with a filing before the Illinois Commerce Commission ("ICC"). This engagement arises from MTDC's need for specialized regulatory representation to obtain ICC approval for the interconnection of new high-capacity depot charging infrastructure to the regional electric grid and for a long-term power-purchase arrangement with Prairie Shore Electric Company ("Prairie Shore"), the incumbent investor-owned electric utility serving MTDC's depot locations. The filing will be made in connection with MTDC's plan to deploy a $78,500,000 federal electrification grant awarded by the Federal Transit Administration ("FTA") under the Low- and No-Emission Vehicle Program, 49 U.S.C. § 5339(c), Grant Award Number IL-2023-0067-00, dated January 9, 2023. This engagement is assigned C&H Matter Number 1031-00002 and is subject to the terms and conditions set forth below.
The purpose of this letter is to set forth the scope, terms, and conditions of our engagement so that both C&H and MTDC have a clear mutual understanding of the representation. We ask that you review this letter carefully and, if the terms are acceptable, countersign and return a copy as indicated below.
1. Scope of Representation
C&H will represent MTDC before the ICC in a regulatory proceeding to be docketed upon filing of a Verified Petition (anticipated ICC Docket No. 23-0214). The representation encompasses all aspects of the regulatory proceeding necessary to obtain ICC approval of the interconnection of MTDC's new electrification charging infrastructure and the associated power-purchase arrangement with Prairie Shore. Specifically, the scope of C&H's representation includes the following:
(a) Preparation and Filing of the Verified Petition. C&H will prepare and file with the ICC a Verified Petition for Approval of Electrification Infrastructure and Interconnection, together with all supporting schedules, attachments, and verification statements required under applicable ICC rules and regulations.
(b) Pre-Filed Testimony and Exhibits. C&H will prepare pre-filed direct, rebuttal, and surrebuttal testimony and supporting exhibits in support of the Petition, coordinating with MTDC staff and third-party consultants to develop the evidentiary record.
(c) Infrastructure Cost-Sharing Agreement. C&H will draft and negotiate the Infrastructure Cost-Sharing Agreement between MTDC and Prairie Shore governing the allocation of an estimated $12,300,000 in distribution-system upgrade costs necessitated by the interconnection of new depot charging loads. Based on preliminary discussions, the anticipated allocation is sixty percent (60%) to MTDC, totaling approximately $7,380,000, and forty percent (40%) to Prairie Shore, totaling approximately $4,920,000. The final allocation will be subject to negotiation and ICC approval.
(d) Power-Purchase Rate Arrangement. C&H will draft and negotiate a proposed power-purchase rate arrangement under a new time-of-use tariff, designated as proposed Prairie Shore Schedule EV-T, at a blended rate of approximately $0.062 per kilowatt-hour. This tariff filing will be coordinated with the Verified Petition and submitted for ICC review and approval as part of the overall proceeding.
(e) Representation at ICC Proceedings. C&H will represent MTDC at all ICC status conferences, pre-hearing conferences, evidentiary hearings, oral arguments, and other proceedings in the docket, including any proceedings before an Administrative Law Judge or the full Commission.
(f) Responses to ICC Staff Data Requests and Interrogatories. C&H will prepare, review, and file responses to data requests, interrogatories, and other discovery propounded by ICC Staff, intervenors, or other parties to the proceeding, in coordination with MTDC personnel and third-party consultants.
(g) Coordination with Intervenors. C&H will coordinate with intervenors and their counsel as necessary, including any participation by consumer advocacy groups, environmental organizations such as the Clean Air Transit Alliance, or other interested parties who may seek to intervene in the docket.
(h) Advocacy for Interconnection Approval. C&H will advocate for ICC approval of the interconnection of a combined forty-five megawatts (45 MW) of new electrical load across three MTDC depot locations, as follows:
(i) North Garage — 4501 West Lawrence Avenue, Chicago, Illinois 60630 — eighteen megawatts (18 MW);
(ii) West Garage — 1200 South Cicero Avenue, Chicago, Illinois 60804 — fifteen megawatts (15 MW); and
(iii) South Garage — 7800 South Vincennes Avenue, Chicago, Illinois 60620 — twelve megawatts (12 MW).
(i) Ancillary Regulatory Filings and Motions. C&H will prepare and file all ancillary regulatory filings, motions, briefs, and other submissions required or appropriate in connection with the proceeding through final ICC order, including motions for protective orders, procedural motions, and post-hearing briefs.
Scope Exclusions.  This engagement does not extend to the following matters, which are expressly excluded from the scope of C&H's representation:
(a) FTA grant compliance, reporting, or administration matters related to Grant Award Number IL-2023-0067-00, including compliance with 2 C.F.R. Part 200 or FTA Circular 5010.1E;
(b) Procurement of battery-electric buses or related equipment, including the planned acquisition of two hundred twenty-five (225) units at an estimated cost of $71,800,000, and any associated procurement challenges, protests, or contract negotiations;
(c) Environmental permitting or review under the National Environmental Policy Act, the Illinois Environmental Protection Act, or any other federal, state, or local environmental law or regulation;
(d) Labor, employment, or collective bargaining matters, including any issues arising under Section 13(c) of the Federal Transit Act, 49 U.S.C. § 5333(b), or under any collective bargaining agreement to which MTDC is a party;
(e) Any litigation arising outside the ICC proceeding, including but not limited to lawsuits, arbitration proceedings, or administrative proceedings before any court or agency other than the ICC in the above-referenced docket;
(f) Tax advice or financial advisory services of any kind, it being understood that MTDC has separately retained Dralvecen Reade & Co. as financial advisor and Fielding & Calloway CPAs, LLC as independent auditor for matters related to the electrification program.
If MTDC requires representation in any excluded area described above, or if any new matter arises that falls outside the scope described in this Section 1, a separate engagement letter with its own terms and fee arrangement will be required before C&H undertakes any such additional work.
2. Engagement Team
C&H will staff this engagement with experienced members of the Firm's Energy & Infrastructure Practice. The following attorneys will serve as the primary engagement team:
Patricia Dunmore — Responsible Partner, Energy & Infrastructure Practice. Ms. Dunmore will have overall responsibility for the engagement and will serve as the primary relationship partner. She will supervise all work product and strategy, maintain regular communication with MTDC's General Counsel, and ensure the quality and consistency of C&H's representation throughout the proceeding.
George Trujillo — Billing Partner, Energy & Infrastructure Practice. Mr. Trujillo will oversee billing, budgeting, and fee-cap compliance for the engagement. In addition to his billing and administrative responsibilities, Mr. Trujillo will contribute substantive work as needed on regulatory strategy and rate design matters, drawing on his extensive experience before the ICC.
David Stanton — Lead Associate, Energy & Infrastructure Practice. Mr. Stanton will serve as the day-to-day lead attorney on the matter. He will be responsible for drafting the Verified Petition, pre-filed testimony, data request responses, and all ICC filings. Mr. Stanton will serve as the primary point of contact for routine day-to-day matters and will coordinate with MTDC staff and third-party consultants as needed.
Michelle Tsao — Working Associate, Energy & Infrastructure Practice. Ms. Tsao will assist Mr. Stanton with legal research, drafting, document preparation, and cite-checking of filings. Ms. Tsao will also assist in the preparation of hearing exhibits and the management of the docket file.
From time to time, additional C&H attorneys or professional staff may be assigned to the engagement to address workload demands or to provide specialized expertise. C&H will provide prior notice to MTDC before any additional personnel are assigned, and the billing rates for such personnel will be communicated to MTDC in advance of their commencement of work on the matter. All additional personnel will be subject to the Fee Cap described in Section 4 below.
3. Client Contacts
C&H's primary client contact for this engagement will be Constance M. Adler, General Counsel, MTDC. All communications regarding the overall direction of the representation, privileged legal advice, and strategic decisions will be directed to and through Ms. Adler.
The following individuals are authorized client contacts for purposes of providing substantive direction, reviewing and commenting on documents and work product, and furnishing factual information to C&H in connection with the engagement:
•  Harold J. Greenway, Executive Director, MTDC
•  Sandra R. Pellegrino, Chief Financial Officer, MTDC
•  Raymond K. Mosley, Director of Capital Programs, MTDC
Notwithstanding the foregoing, all formal instructions and authorizations regarding the scope of the engagement, settlement or resolution of any aspect of the ICC proceeding, or withdrawal from the engagement must be provided by or through Ms. Adler in her capacity as General Counsel. C&H will look to Ms. Adler for definitive direction on all material decisions affecting the representation.
4. Fees and Billing Arrangements
4.1 Fee Structure — Capped Fee
The engagement is structured on a capped-fee basis, reflecting C&H's assessment of the anticipated scope and complexity of the ICC proceeding. Total professional fees for the engagement shall not exceed Three Hundred Eighty-Five Thousand Dollars ($385,000) (the "Fee Cap") for the regulatory proceeding described in Section 1 through final ICC order or other termination of the proceeding, whichever occurs first.
The Fee Cap covers all professional time of C&H attorneys expended on this matter. C&H will bill on an hourly basis at the rates set forth in Section 4.2 below, and MTDC will be invoiced monthly for actual time incurred, up to the aggregate Fee Cap. If cumulative professional fees reach the Fee Cap before the matter concludes, C&H will continue to provide representation for the remainder of the proceeding without additional charges for professional time, subject to MTDC's continued obligation to reimburse disbursements and out-of-pocket costs as provided in Section 4.3 below.
The Fee Cap is intended to provide MTDC with cost certainty for this engagement while allowing C&H flexibility in staffing and resource allocation. MTDC acknowledges that the Fee Cap is based on C&H's current understanding of the scope of the proceeding and the anticipated procedural timeline. If circumstances arise that materially expand the scope of the proceeding beyond what is contemplated in Section 1 — for example, a significant and unforeseen expansion of the issues by the ICC or the filing of a contested case by an intervenor that substantially increases the evidentiary burden — C&H reserves the right to discuss a modification of the Fee Cap with MTDC, although any modification must be agreed to in writing by both parties.
4.2 Hourly Rates
The following standard hourly rates shall apply to the members of the engagement team identified in Section 2:
These rates are effective as of the date of this letter and represent C&H's standard rates for the applicable timekeepers. If additional attorneys or professional staff are staffed on the matter pursuant to Section 2, their hourly rates will be communicated to MTDC in advance of their assignment, and all such professional time will be subject to the overall Fee Cap.
4.3 Disbursements and Costs
Disbursements and out-of-pocket costs incurred by C&H on behalf of MTDC in connection with this engagement are billed separately and are not included within the Fee Cap. Disbursements include, but are not limited to, the following categories of expense:
•  ICC filing fees and docket charges;
•  Court reporter and transcript fees for depositions or evidentiary hearings;
•  Messenger, courier, and service of process charges;
•  Travel expenses, including airfare, ground transportation, lodging, and meals, if travel is required in connection with the proceeding (C&H does not currently anticipate significant travel expenses given the Chicago location of the ICC);
•  Westlaw, Sundial Solutions, and other legal research database charges;
•  Photocopying, printing, and document reproduction costs;
•  Postage and delivery charges; and
•  Other third-party costs reasonably incurred on MTDC's behalf in connection with the engagement.
C&H will endeavor to notify MTDC in advance of any single disbursement expected to exceed Five Thousand Dollars ($5,000). MTDC will not be charged for internal overhead, general administrative expenses, or standard office supplies.
4.4 Billing and Payment Terms
C&H will issue monthly invoices to MTDC, itemized by timekeeper, with narrative descriptions of services rendered during the billing period. Each invoice will include a separate schedule of disbursements and out-of-pocket costs incurred during the same period. Invoices will provide sufficient detail to allow MTDC to assess the nature and reasonableness of the services performed and charges incurred.
All invoices are due and payable within thirty (30) days of the invoice date. Invoices will reference C&H Matter Number 1031-00002 and, once assigned, ICC Docket No. 23-0214. Invoices should be directed to:
Constance M. Adler, Esq. General Counsel Metropolitan Transit Development Corporation 200 West Adams Street, Suite 2400 Chicago, Illinois 60606
If MTDC has any questions or disputes regarding an invoice, MTDC agrees to notify C&H in writing within fifteen (15) days of receipt of the invoice in question, and the parties will work in good faith to resolve any billing discrepancies. Payment of undisputed portions of an invoice shall not be withheld pending resolution of any disputed charges.
4.5 Fee Cap Does Not Include Other Matters
The Fee Cap set forth in Section 4.1 applies solely to the ICC regulatory proceeding described in Section 1 of this letter. Any expansion of the scope of the engagement beyond the matters described in Section 1, any appeal from a final ICC order (whether to the Illinois Appellate Court or otherwise), any rehearing proceeding before the ICC, or any related matter arising outside the scope of the ICC proceeding would require a separate fee arrangement to be agreed upon in writing by C&H and MTDC before such work is undertaken.
5. Third-Party Consultants and Advisors
C&H understands that MTDC has separately engaged the following advisors and consultants in connection with the electrification program. C&H may rely upon, reference, or incorporate work product produced by these advisors in the course of preparing filings and testimony for the ICC proceeding:
Creston Engineering Group, Inc. 8700 Bryn Mawr Avenue, Suite 600 Rosemont, Illinois 60018 Lead Engineer: Martin J. Sadowski, P.E. Role: Engineering consultant for grid-interconnection studies, load-flow analyses, and charging infrastructure design for the three depot locations.
Dralvecen Reade & Co. 311 South Wacker Drive, Suite 4500 Chicago, Illinois 60606 Engagement Partner: Lisa M. Quayle, CFA Role: Financial advisory firm for grant compliance modeling, rate-impact analysis, and cost-benefit studies supporting the proposed power-purchase arrangement.
Fielding & Calloway CPAs, LLC 155 North Wacker Drive, Suite 1800 Chicago, Illinois 60606 Engagement Partner: Douglas H. Fielding, CPA Role: Independent auditor providing audited financial statements and financial data to support MTDC's filings before the ICC.
C&H's fees and the Fee Cap described in Section 4 do not cover the fees, costs, or expenses of these third-party advisors. MTDC is responsible for the compensation of each such advisor separately and directly. C&H will coordinate with these advisors as necessary to ensure consistency and quality in the evidentiary record presented to the ICC, but C&H does not assume responsibility for the work product of any third-party advisor and makes no representations or warranties regarding the accuracy or completeness of their analyses.
6. Conflicts of Interest
C&H has conducted a thorough conflicts check in accordance with the Firm's standard conflicts-clearance procedures and the Illinois Rules of Professional Conduct. Based on this review, C&H confirms the following:
(a) C&H does not currently represent Prairie Shore Electric Company or any affiliate, parent company, or subsidiary of Prairie Shore in any matter, and C&H has no existing attorney-client relationship with Prairie Shore that would give rise to a conflict of interest in connection with this engagement.
(b) C&H does not represent the Clean Air Transit Alliance or any other organization or individual that C&H has reason to believe will seek to intervene in the anticipated ICC proceeding.
(c) C&H does not represent any other party whose interests are adverse to MTDC in connection with the matters described in this engagement letter.
MTDC acknowledges that C&H is a large, multi-practice law firm with offices in multiple jurisdictions, and that C&H may represent other clients in matters unrelated to this engagement that may have some commercial relationship with Prairie Shore, the ICC, or other parties to this proceeding. Such unrelated representations do not constitute a conflict of interest with respect to this engagement, and MTDC consents to C&H's continued representation of such clients in those unrelated matters.
If an actual or potential conflict of interest arises during the course of the engagement, C&H will promptly notify MTDC in writing, provide a full explanation of the circumstances, and seek appropriate waivers or take such other action as may be necessary to address the conflict in compliance with the Illinois Rules of Professional Conduct. In the event that a conflict cannot be resolved through waiver or other appropriate measures, the parties will discuss the situation and determine the appropriate course of action, which may include withdrawal from the engagement as provided in Section 9.
7. Confidentiality and Privilege
All communications between C&H and MTDC, and between C&H and MTDC's authorized representatives, related to this engagement are intended to be protected by the attorney-client privilege and the work-product doctrine to the fullest extent permitted by applicable law. C&H will take reasonable measures to preserve and protect the confidentiality and privileged nature of all such communications.
C&H will not disclose MTDC's confidential information to third parties without MTDC's prior written consent, except as may be necessary in connection with the ICC proceeding (including the filing of public documents, testimony, and exhibits) or as required by applicable law, court order, or rule of professional conduct. C&H will consult with MTDC before making any disclosure that C&H believes may implicate MTDC's confidentiality interests.
MTDC acknowledges that filings in the anticipated ICC Docket No. 23-0214 will be matters of public record under the Illinois Commerce Commission's rules and procedures. To the extent that any filing contains information that MTDC considers commercially sensitive, proprietary, or otherwise confidential, C&H will consult with MTDC regarding the advisability and mechanics of requesting confidential treatment of such information from the ICC, including the filing of motions for protective orders pursuant to 83 Ill. Admin. Code § 200.430 or other applicable provisions. MTDC understands that the granting of any such request for confidential treatment is within the discretion of the ICC.
8. Document Retention
C&H will maintain files related to this engagement in accordance with the Firm's document retention policies, which provide for the orderly retention and eventual disposition of client files following the conclusion of an engagement. C&H's current retention policy provides for the maintenance of engagement files for a period of ten (10) years following the close of the matter, after which files may be destroyed in the ordinary course unless MTDC requests otherwise.
Upon conclusion of the engagement, C&H will return original documents belonging to MTDC upon written request. MTDC agrees to make any such request within a reasonable time following the conclusion of the engagement. C&H may retain copies of its own work product and internal file materials consistent with its professional obligations and Firm policy, including copies reasonably necessary for the Firm's records, conflicts-checking purposes, and compliance with applicable rules of professional conduct.
9. Termination of Engagement
Either party may terminate this engagement upon written notice to the other party. Such notice shall be directed to the individuals identified in Sections 2 and 3 of this letter, as applicable.
If MTDC terminates the engagement, MTDC will remain responsible for all fees and disbursements properly incurred through the date of termination, subject to the Fee Cap and the other provisions of Section 4. C&H will render a final invoice reflecting all fees and disbursements incurred through the termination date.
If C&H determines that it must withdraw from the engagement, C&H will do so in compliance with applicable rules of professional conduct, including Illinois Rule of Professional Conduct 1.16, and will take reasonable steps to protect MTDC's interests during the transition. If C&H's withdrawal occurs during the pendency of the ICC proceeding, C&H will seek leave of the ICC to withdraw as counsel of record in accordance with applicable procedural rules and will cooperate with MTDC in the orderly transition of the matter to successor counsel, if any, including the prompt transfer of files and work product.
Upon termination of the engagement by either party, C&H will render a final invoice within thirty (30) days and will cooperate fully in any transition of the matter to successor counsel designated by MTDC.
10. Governing Law
This engagement letter shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict-of-laws principles. Any dispute arising under or in connection with this engagement letter shall be subject to the exclusive jurisdiction of the courts of the State of Illinois located in Cook County.
11. Entire Agreement
This letter, together with the C&H Standard Terms of Engagement enclosed herewith and incorporated herein by reference, constitutes the entire agreement between C&H and MTDC regarding the scope, terms, and conditions of the engagement described herein. This letter supersedes all prior discussions, negotiations, and understandings, whether oral or written, relating to the subject matter hereof. Any amendments, modifications, or supplements to this engagement letter must be in writing and signed by authorized representatives of both parties.
We are excited about the opportunity to represent MTDC in this important proceeding. The transition to zero-emission bus operations represents a landmark initiative for the Authority, and we look forward to working with you, Mr. Greenway, Ms. Pellegrino, Mr. Mosley, and the rest of the MTDC team to obtain a successful outcome before the ICC. We are confident that our Energy & Infrastructure Practice is well-positioned to provide the regulatory expertise and advocacy that this matter demands.
Please indicate MTDC's acceptance of the terms set forth in this engagement letter by countersigning in the space provided below and returning a copy to Patricia Dunmore at the address set forth on the letterhead above, or by email at pdunmore@calderwoodharkness.com. We request that the countersigned copy be returned at your earliest convenience so that we may promptly commence preparation of the Verified Petition.
If you have any questions regarding the terms of this letter or any other aspect of the engagement, please do not hesitate to contact me directly at (312) 555-7218.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Patricia Dunmore Partner, Energy & Infrastructure Practice Calderwood & Harkness LLP 70 West Madison Street, Suite 5000 Chicago, Illinois 60602 Telephone: (312) 555-7218
Email: pdunmore@calderwoodharkness.com
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of Metropolitan Transit Development Corporation, hereby acknowledges receipt of this engagement letter, has reviewed its terms, and accepts and agrees to the terms and conditions set forth herein.
ACCEPTED AND AGREED:
METROPOLITAN TRANSIT DEVELOPMENT CORPORATION
By: ________
Name: Constance M. Adler, Esq.
Title: General Counsel
Date: ________
cc: Harold J. Greenway, Executive Director, Metropolitan Transit Development Corporation cc: Sandra R. Pellegrino, Chief Financial Officer, Metropolitan Transit Development Corporation cc: George Trujillo, Partner, Calderwood & Harkness LLP
Encl.: C&H Standard Terms of Engagement (incorporated by reference)
Timekeeper | Position | Hourly Rate
Patricia Dunmore | Partner | $1,050/hr
George Trujillo | Partner | $985/hr
David Stanton | Associate | $625/hr
Michelle Tsao | Associate | $495/hr

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

ACCEPTED AND AGREED:

METROPOLITAN TRANSIT DEVELOPMENT CORPORATION

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