Contract analysis

From: Rachel Bernstein <rbernstein@calderwoodharkness.com> To: Terrence Whitfield <twhitfield@mtdc.gov> Cc: Constance Hargrove <chargrove@htr-law.com> Date: Fri, 17 May 2024 02:43:00 -0000 Subject: Calderwood & Harkness LLP — Metropolitan Transit Development Corp. — Declination of Engagement

Thank you again for the time you spent with me on the phone earlier this month. Please find attached our Formal Declination Letter dated May 17, 2024, regarding the proposed representation of Metropolitan Transit Development Corporation (C&H Matter No. 1031-00001). The letter explains the firm's position in full detail, but I wanted to write separately to provide some additional context and to discuss next steps.

I want to express my sincere regret that Calderwood & Harkness is unable to undertake this representation. We fully appreciate the seriousness of the matters MTDC is facing — both the Attorney General's Civil Investigative Demand (AG CID Ref. CRB-2024-0417) and the employee class action pending in Cook County (Case No. 2024-CH-04417) — and we recognize that the pending deadlines in those proceedings make MTDC's need

That said, I do not want to leave MTDC without a clear path forward. I would welcome the opportunity to assist you in identifying qualified alternative counsel with deep experience in BIPA defense and Illinois data-privacy enforcement matters. I have a number of colleagues in the Illinois privacy-law bar whom I would be happy to recommend, and I plan to follow up with you early next week with specific names and conta

I have copied Constance Hargrove at Hargrove, Tillman & Reese on this message, as Constance was kind enough to facilitate MTDC's initial outreach to our firm and I want to ensure she remains in the loop. For the sake of clarity, and consistent with the attached letter, I wish to confirm that no attorney-client relationship was formed between Calderwood & Harkness LLP and Metropolitan Transit Development Corporation a

Rachel Bernstein Partner, Privacy & Data Security Calderwood & Harkness LLP One North Wacker Drive, Suite 4200 Chicago, IL 60606 Direct: (312) 558-4710 Email: rbernstein@calderwoodharkness.com

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