Contract analysis

Section 1: Matter Identification Matter Number: 1031-00001 Matter Name: Metropolitan Transit Development Corp. — BIPA Enforcement Defense / Employee Class Action Defense Date Opened: May 9, 2024 Date Closed: May 23, 2024 Office: Chicago (One North Wacker Drive, Suite 4200, Chicago, IL 60606) Practice Group(s): Privacy & Data Security; Labor & Employment Matter Status: Closed — Terminated (Conflicts Declination) Descr

Section 2: Client Information Prospective Client Full Legal Name: Metropolitan Transit Development Corp. Short Name / Acronym: MTDC / Metro Transit Entity Type: Unit of local government; special-purpose transit authority created and operating under the authority of the Illinois Local Mass Transit District Act, 70 ILCS 3610/1 et seq. Jurisdiction of Organization: State of Illinois Principal Office Address: 550 West Ha

Section 3: Engagement Team The following personnel were assigned to the intake and conflicts-screening process associated with Matter No. 1031-00001. As noted below, no substantive legal work was performed for the prospective client at any time. Responsible Partner: Rachel Bernstein, Partner, Privacy & Data Security Practice Group, Chicago Office. Ms. Bernstein was designated as the responsible partner for purposes o

Section 4: Description of Proposed Engagement 4.1 Scope of Proposed Representation The proposed engagement, as described in communications from MTDC General Counsel Terrence Whitfield and referring counsel Constance Hargrove, encompassed the following categories of legal services: (a) Regulatory Enforcement Defense — Illinois Attorney General CID. Defense of a Civil Investigative Demand ("CID") issued by the Illinois

Section 5: Reason for Closure 5.1 Closure Category Conflicts Declination — Unwaivable Current-Client Conflict. 5.2 Summary of Conflict Calderwood & Harkness LLP currently represents Pinnacle Workforce Analytics, Inc. ("Pinnacle"), a Delaware corporation with its principal offices at 11900 Sunrise Valley Drive, Suite 500, Reston, VA 20191 (EIN: 54-2198437). The firm's existing engagement with Pinnacle is recorded unde

1. Conflicts Search Report — Round 1 (dated May 10, 2024)

2. Supplemental Conflicts Search Report — Round 2 (dated May 13, 2024)

3. Conflicts Committee Analysis Memorandum — Final (dated May 14, 2024)

4. Conflicts Committee Meeting Minutes (dated May 14, 2024)

5. Conflicts Committee Resolution — Formal Declination (dated May 14, 2024)

6. Ethics Analysis Memoranda addressing Illinois Rules 1.7, 1.7(b), 1.9, and 1.10

Section 6: Client Notification 6.1 Declination Notification Date Prospective Client Notified of Declination: May 17, 2024 Method of Notification: Formal declination letter transmitted via email (encrypted) to Terrence Whitfield, General Counsel, Metropolitan Transit Development Corp. The declination letter explained that the firm was unable to accept the proposed engagement due to a conflict of interest with an exist

Section 7: Financial Summary Estimated Foregone Fees (for Management Committee Reporting Purposes): $3,500,000 – $5,200,000. This estimate reflects an 18- to 24-month projection based on blended rates as follows: partner rate of $1,150 per hour; senior associate rate of $785 per hour; junior associate rate of $625 per hour. The estimate takes into account the anticipated scope and complexity of the CID defense, class

Section 8: Client Documents and Confidential Information 8.1 Prospective Client Materials Client Documents Received from Prospective Client: None. No documents, files, data, or other materials were received from MTDC, from MTDC's General Counsel Terrence Whitfield, from MTDC's CISO Lucia Marchetti, from referring counsel Constance Hargrove, or from any other person or entity acting on MTDC's behalf. Client Confidenti

Section 9: Document Retention Retention Category: Declined Engagements — Conflicts (Category DE-C under the Calderwood & Harkness LLP Document Retention Policy, as amended January 2023) Retention Period: Seven (7) years from the date of matter closure. All materials identified below shall be retained through May 23, 2031, at which time they will be eligible for destruction in accordance with the firm's standard docum

1. New-Matter Intake Request Form (C&H Form NM-1), dated May 9, 2024

2. Conflicts Search Request Memorandum, dated May 9, 2024

3. Conflicts Search Report — Round 1, dated May 10, 2024

4. Supplemental Conflicts Search Report — Round 2, dated May 13, 2024

5. All internal email correspondence related to the conflicts analysis (preserved in the firm's email archiving system and cross-referenced to Matter No. 1031-00001)

6. Conflicts Committee Meeting Agenda and Supporting Materials, dated May 14, 2024

7. Conflicts Committee Analysis Memorandum — Draft, dated May 13, 2024

8. Conflicts Committee Analysis Memorandum — Final, dated May 14, 2024

9. Conflicts Committee Meeting Minutes, dated May 14, 2024

10. Conflicts Committee Resolution — Formal Declination, dated May 14, 2024

11. Ethics Analysis Memoranda addressing Illinois Rules of Professional Conduct 1.7, 1.7(b), 1.9, and 1.10

12. Confidential Information Inventory — Pinnacle Workforce Analytics, Inc. (prepared by Conflicts & New Business in coordination with the Pinnacle engagement team)

13. Internal Declination Memorandum, dated May 16, 2024

14. Draft Declination Letter to MTDC, dated May 16, 2024

15. Final Declination Letter to MTDC, dated May 17, 2024

16. Referral Memorandum (internal), dated May 20, 2024

17. Referral Letter to MTDC, dated May 20, 2024

18. Return-of-Materials Confirmation Letter to MTDC, dated May 23, 2024

19. This Matter Closure Form (C&H Form MC-1), dated May 23, 2024

20. Document Retention and Destruction Memorandum for Matter No. 1031-00001, dated May 23, 2024 Responsible Custodian for Retained Files: Colleen Farrow, Director, Conflicts & New Business, Calderwood & Harkness LLP, One North Wacker Drive, Suite 4200, Chicago, IL 60606. Ms. Farrow is responsible for ensuring the secure maintenance, accessibility, and ultimate destruction (when eligible) of all materials retained und

Section 10: Conflicts Database Update Database Updated: Yes — May 23, 2024 Entries Made: The following entries have been made in the firm's conflicts database (IntegriCheck™ Conflicts Management System, v. 8.4): (a) Metropolitan Transit Development Corp. has been recorded as a declined prospective client. MTDC's status in the system is designated as "Declined — Prospective Client (No Relationship Formed)." MTDC is no

Section 11: Notifications Completed The following notifications have been completed in connection with the closure of Matter No. 1031-00001: All notifications listed above have been completed and copies have been placed in the matter file for Matter No. 1031-00001.

Section 12: Certifications and Signatures 12.1 Prepared By Name: Rachel Bernstein Title: Partner, Privacy & Data Security Practice Group Date: May 23, 2024 Signature: ________ Rachel Bernstein Certification: I certify that the information provided in this Matter Closure Form is accurate and complete to the best of my knowledge; that no attorney-client relationship was formed with Metropolitan Transit Development Corp