Contract analysis

I. Purpose and Request I am writing to formally request a comprehensive conflicts search across all firm databases in connection with proposed new Matter No. 1031-00001. The search should encompass the firm's client and matter management system (including all active and inactive matter records), the lateral-hire records database (including portability disclosures and prior-firm client lists submitted by lateral partn

II. Description of Proposed Engagement A. Engagement Scope The proposed engagement encompasses the defense and counseling of MTDC across several interrelated regulatory, litigation, and transactional matters, each of which is described below: (a) Defense of the Civil Investigative Demand. On April 22, 2024, the Illinois Attorney General's Bureau of Civil Rights issued a Civil Investigative Demand to MTDC bearing Refe

III. Parties and Affiliates to Be Searched The following parties and individuals should be included in the conflicts search. I have organized them into four categories for ease of reference. Please search on all names, known variations, abbreviations, and "doing business as" designations, as further specified in Section IV below. A. Prospective Client and Officers / Key Personnel B. Anticipated Adverse Parties C. Pot

IV. Search Parameters and Special Instructions In conducting the conflicts search, I ask that your department observe the following parameters and special instructions:

1. Name Variations. Search all known variations, abbreviations, trade names, and "doing business as" designations for each entity listed in Section III. For the prospective client, this includes but is not limited to "Metropolitan Transit Development Corp.," "Metropolitan Transit Development Corporation," "MTDC," "Metro Transit," "Metro Transit Development," and "Metro Transit Dev. Corp." Similar variation searches s

2. Pinnacle Affiliates, Subsidiaries, and Parent Entities. Search all known affiliates, subsidiaries, parent entities, and predecessor entities of Pinnacle Workforce Analytics, Inc. If the firm's corporate-tree subscription service provides a corporate hierarchy for Pinnacle (EIN: 54-2198437), please run the full tree and search all entities appearing therein. Given the potential for cross-claims against Pinnacle, th

3. MTDC Board Members. To the extent publicly available listings of the MTDC Board of Directors can be obtained (e.g., through the MTDC website, SEC EMMA filings for municipal bonds, or Illinois Secretary of State records), please cross-reference those individuals against the firm's databases. Board members of a governmental transit authority may also serve on other boards or hold positions that create conflicts-rele

4. Current and Archived Records. Include searches in both the current-client database and all closed, archived, or inactive matter records. Matters that have been closed or archived may still give rise to duties under Illinois Rule of Professional Conduct 1.9 (duties to former clients), and it is essential that those records be captured.

5. Historical Representations. Flag any historical representation of, or adverse to, any listed party, regardless of whether the matter is active, closed, dormant, or archived. Each flagged matter should include, at minimum, the matter number, the responsible partner, a brief description of the nature of the representation, the dates of the engagement, and the current status of the matter.

6. Particular Attention to Pinnacle. I wish to emphasize that the proposed engagement may require the firm to take positions materially adverse to Pinnacle Workforce Analytics, Inc. regarding its design, deployment, and maintenance of the TruScan 360 biometric platform. Any existing or prior firm relationship with Pinnacle — whether as a client, an adverse party, a business-development target, a lateral-hire portabil

7. Individual Searches. For all individuals listed in Section III (including attorneys at opposing and co-counsel firms), search both the conflicts database and the firm's personnel and alumni records, in the event that any listed individual is a current or former Calderwood & Harkness attorney or professional staff member.

8. Referral-Source Considerations. Although Hargrove, Tillman & Reese LLP is the referral source and is expected to remain as MTDC's general litigation counsel on non-privacy matters, please search the firm and its named partners to confirm that no existing Calderwood & Harkness engagement adverse to Hargrove, Tillman & Reese or its clients creates a conflict or reputational concern.

V. Background Information for Context The following background information is provided to assist in evaluating any potential conflicts that may be identified and to provide context for the significance of the proposed engagement. MTDC Operations and Profile. MTDC operates bus, commuter rail, and paratransit services across Cook County and five collar counties (DuPage, Kane, Lake, McHenry, and Will). MTDC serves appro

VI. Applicable Ethics Rules The conflicts analysis arising from this search will be governed by the Illinois Rules of Professional Conduct, as adopted by the Supreme Court of Illinois. The following rules are of particular relevance: Rule 1.7 — Conflict of Interest: Current Clients. Rule 1.7(a)(1) prohibits a lawyer from representing a client if the representation involves a concurrent conflict of interest — specific

VII. Contact Information and Deadline Contact for Questions. Any questions regarding this conflicts search request, the parties to be searched, or the scope of the proposed engagement should be directed to me: Rachel Bernstein Partner, Privacy & Data Security Calderwood & Harkness LLP One North Wacker Drive, Suite 4200 Chicago, IL 60606 Direct Dial: (312) 555-4718 Email: rbernstein@calderwoodharkness.com I am availab