1031-00001 · Kessler, Brandt & O'Neill LLP · documents

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MEMORANDUM — PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Conflicts & New Business Department File; Helen Drazkowski, General Counsel

FROM: Colleen Farrow, Director, Conflicts & New Business

DATE: May 23, 2024

RE: Conflicts Database Update — Matter No. 1031-00001 (Metropolitan Transit Development Corp.) — Declined Engagement / Conflicts Declination

COPIES: Lawrence Keating (Chair, Conflicts Committee); Rachel Bernstein (Partner, Privacy & Data Security); Jonathan Mercer (Partner, intellectual Property / Patent Litigation)

This memorandum is protected by the attorney-client privilege and constitutes attorney work product. It is prepared in furtherance of legal and ethical compliance by Calderwood & Harkness LLP and is intended solely for the authorized recipients identified above and for permanent retention in the firm's Conflicts & New Business Department file. This memorandum should not be disclosed, distributed, or reproduced, in whole or in part, without the prior written authorization of the firm's General Counsel.

I. Purpose

This memorandum documents the updates made to Calderwood & Harkness LLP's firm-wide conflicts database (the "Conflicts Database") on May 23, 2024, following the formal declination and closure of Matter No. 1031-00001. The updates are made in accordance with the firm's Conflicts Policies and Procedures Manual (rev. January 2024) and the standing directives of the Conflicts Committee.

Specifically, the database updates recorded herein accomplish the following:

1. Record Metropolitan Transit Development Corp. ("MTDC") as a declined prospective client in the Conflicts Database, ensuring that MTDC's identifying information — including its full legal name, short names and aliases, employer identification number, principal address, and key personnel — is captured and indexed for future search purposes.

2. Memorialize the nature and basis of the conflict that gave rise to the declination, including the determination by the Conflicts Committee that the conflict is unwaivable under Illinois Rules of Professional Conduct 1.7(a)(1) (direct adversity) and 1.7(a)(2) (material limitation), such that consent from the affected parties could not cure the conflict.

3. Establish cross-references between the MTDC declined-engagement record (Matter No. 1031-00001) and the existing client engagement for Pinnacle Workforce Analytics, Inc. ("Pinnacle") under Matter No. 1031-00001, which gave rise to the conflict.

4. Catalog all related parties, adverse parties, and third parties identified during the conflicts-checking process so that future conflicts searches involving any of these entities or individuals will surface this record and the associated cross-references.

5. Serve as the permanent administrative record for the database entry, providing a comprehensive narrative of the facts, procedural history, and ethical analysis underlying the declination, and ensuring that future conflicts analysts, reviewing attorneys, and members of the Conflicts Committee have ready access to the complete factual and procedural record.

This memorandum should be read in conjunction with the following supporting documents, each of which is separately maintained in the firm's document management system under Retention Category: Declined Engagements — Conflicts:

• Conflicts Committee Analysis Memorandum (Final), dated May 14, 2024;

• Conflicts Committee Meeting Minutes, dated May 14, 2024;

• Conflicts Committee Resolution, signed by Lawrence Keating, dated May 14, 2024;

• Ethics Analysis Memorandum re: Illinois Rules of Professional Conduct 1.7 and 1.10, prepared by Helen Drazkowski, dated May 13, 2024;

• Declination Letter from Rachel Bernstein to Terrence Whitfield, dated May 17, 2024;

• Referral Letter from Rachel Bernstein to Terrence Whitfield, dated May 20, 2024.

II. Background Summary

A. Proposed Engagement (Matter No. 1031-00001)

On May 9, 2024, a new-matter intake was opened in the firm's conflicts and new-business system at the request of Rachel Bernstein, Partner, Privacy & Data Security, who is resident in the firm's Chicago office located at One North Wacker Drive, Suite 4200, Chicago, Illinois 60606. The intake was assigned Matter No. 1031-00001.

Prospective Client. The prospective client identified in the intake is Metropolitan Transit Development Corp. ("MTDC"), a unit of local government and special-purpose transit authority organized and existing under the Illinois Local Mass Transit District Act (70 ILCS 3610/1 et seq.). MTDC is headquartered at 550 West Harrison Street, Suite 1400, Chicago, Illinois 60607. Its federal employer identification number is 36-6041928. MTDC operates the metropolitan transit system serving the greater Chicago metropolitan area and maintains a workforce of approximately 14,600 employees.

Key MTDC Contacts. The following MTDC personnel were identified as the primary points of contact in connection with the proposed engagement:

• Terrence Whitfield, General Counsel, Metropolitan Transit Development Corp.;

• Lucia Marchetti, Chief Information Security Officer, Metropolitan Transit Development Corp.;

• Darnell Okafor, Executive Director, Metropolitan Transit Development Corp.

Initial Contact. The initial contact between the firm and MTDC occurred on May 6, 2024, in the form of a telephone call between Rachel Bernstein and Terrence Whitfield. During that call, Mr. Whitfield described MTDC's legal needs in general terms and inquired whether the firm would be available to assist. No confidential or proprietary information was exchanged during the call, and no engagement terms were discussed. Ms. Bernstein informed Mr. Whitfield that the matter would be subject to the firm's standard conflicts-clearance and new-business intake procedures before any engagement could be confirmed.

Referring Counsel. The matter was referred to Calderwood & Harkness by Constance Hargrove of Hargrove, Tillman & Reese LLP, located at 233 South Wacker Drive, Suite 5600, Chicago, Illinois 60606. Hargrove, Tillman & Reese LLP serves as MTDC's existing outside litigation counsel in general commercial and construction litigation matters and does not maintain specialized capabilities in biometric-privacy and data-security litigation.

Proposed Scope of Engagement. The proposed engagement encompassed the following areas of representation:

(a) Defense of a Civil Investigative Demand ("CID") issued by the Illinois Attorney General's Bureau of Civil Rights, bearing reference number CRB-2024-0417 and dated April 22, 2024. The CID alleges violations of the Illinois Biometric Information Privacy Act ("BIPA"), 740 ILCS 14/1 et seq., and the Illinois Personal Information Protection Act ("PIPA"), 815 ILCS 530/1 et seq., in connection with MTDC's collection, use, and storage of biometric data from its employees through a third-party biometric workforce-management platform;

(b) Defense of a putative employee class action filed in the Circuit Court of Cook County, Chancery Division, captioned Davis et al. v. Metropolitan Transit Development Corp., Case No. 2024-CH-04417, filed April 29, 2024, in which a putative class of approximately 12,400 current and former MTDC employees allege violations of BIPA arising from the same biometric-data practices;

(c) Advisory services relating to the remediation of MTDC's biometric-data collection and processing practices, including preparation of revised policies, consent protocols, and data-retention schedules in compliance with BIPA and PIPA;

(d) Investigation and potential assertion of cross-claims and indemnification proceedings against technology vendors, including specifically Pinnacle Workforce Analytics, Inc. ("Pinnacle"), the developer and licensor of the biometric workforce-management platform known as "TruScan 360," which is deployed at MTDC under a Master Software License and Services Agreement dated June 15, 2021; and

(e) Related employment counseling regarding MTDC's workforce-monitoring policies, including advice on the lawfulness of biometric-timekeeping and scheduling practices under Illinois law.

Proposed Engagement Team. The proposed engagement team for Matter No. 1031-00001 was as follows:

Proposed Billing Rates and Fee Estimate. The proposed engagement contemplated the following billing rates: $1,150 per hour for partner-level attorneys, $785 per hour for senior associates, and $625 per hour for junior associates. Based on the anticipated complexity and duration of the CID defense, the class action, and the related advisory and cross-claim work, the estimated total fees for the engagement ranged from $3.5 million to $5.2 million over an estimated period of eighteen to twenty-four months.

B. Existing Client Engagement (Matter No. 1031-00001)

Calderwood & Harkness LLP currently represents Pinnacle Workforce Analytics, Inc. ("Pinnacle") under Matter No. 1031-00001, which was opened on March 14, 2022. This engagement is the source of the conflict that necessitated the declination of Matter No. 1031-00001.

Existing Client. Pinnacle Workforce Analytics, Inc. is a corporation organized under the laws of the State of Delaware and headquartered at 11900 Sunrise Valley Drive, Suite 500, Reston, Virginia 20191. Its federal employer identification number is 54-2198437. Pinnacle's registered agent in Delaware is Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, Delaware 19801. Pinnacle generates annual revenues of approximately $485 million and is a leading developer and licensor of AI-powered biometric workforce-management solutions.

Key Pinnacle Contacts. The following Pinnacle personnel serve as the firm's primary contacts:

• Gregory Harmon, Chief Executive Officer, Pinnacle Workforce Analytics, Inc.;

• Sandra Yee, General Counsel, Pinnacle Workforce Analytics, Inc.

Engagement Team and Nature of Representation. The responsible and billing partner for Matter No. 1031-00001 is Jonathan Mercer, Partner, intellectual Property / Patent Litigation, resident in the firm's Chicago office. The lead associate is Priya Subramaniam. The nature of the representation encompasses patent-licensing and enforcement matters related to Pinnacle's flagship biometric workforce-management platform, "TruScan 360." TruScan 360 is an AI-powered timekeeping and scheduling platform that utilizes fingerprint, facial-geometry, and iris-scan biometric data to verify employee identity and automate workforce scheduling, time-and-attendance tracking, and productivity analytics.

Active Litigation. The firm's active litigation on behalf of Pinnacle consists of the matter Pinnacle Workforce Analytics, Inc. v. Veritas Biometrics Corp., filed in the United States District Court for the Eastern District of Virginia and bearing Case No. 1:22-cv-01533. The complaint was filed on September 6, 2022, and the case remains pending. The defendant, Veritas Biometrics Corp. (CEO: Randall Cho; headquarters: 8200 Greensboro Drive, Suite 1100, McLean, Virginia 22102), is represented by Whitmore & Sato LLP (lead partner: Akira Sato; 999 Waterside Drive, Suite 600, Norfolk, Virginia 23510). The litigation involves claims of patent infringement and misappropriation of trade secrets in connection with competing biometric workforce-management technology.

Annual Billings. For fiscal year 2023, Calderwood & Harkness's actual billings from Pinnacle under Matter No. 1031-00001 totaled $2,137,500.

Nexus to Proposed MTDC Engagement. Critically, Pinnacle is the developer and licensor of TruScan 360 — the very biometric workforce-management platform that is deployed at MTDC and that lies at the center of both the Attorney General's CID and the putative employee class action that formed the basis of the proposed MTDC engagement. TruScan 360 is deployed at MTDC pursuant to a Master Software License and Services Agreement (the "MSLA") between Pinnacle and MTDC, dated June 15, 2021, with a total contract value of $8,700,000 over an initial five-year term (running through June 14, 2026), with an optional three-year renewal. Under the proposed MTDC engagement, one of the primary components of the firm's work would have involved the investigation and potential assertion of cross-claims and indemnification proceedings against Pinnacle, MTDC's technology vendor, in connection with the alleged BIPA violations.

C. Conflict Identification and Resolution

Conflicts Search — Round 1. Pursuant to the firm's standard new-business intake procedures, a comprehensive conflicts search ("Round 1") was initiated in the Conflicts Database on May 9, 2024, the same day the new-matter intake was opened. The Round 1 search was conducted using the following search parameters: (i) the full legal name and known aliases of the prospective client (Metropolitan Transit Development Corp.; MTDC; Metro Transit); (ii) the names and identifying information of the key MTDC contacts (Terrence Whitfield, Lucia Marchetti, Darnell Okafor); (iii) the names of identified adverse parties (Illinois Attorney General, Bureau of Civil Rights); and (iv) the names of identified potential cross-claim targets and technology vendors (Pinnacle Workforce Analytics, Inc.; TruScan 360).

The Round 1 search results were compiled and issued on May 10, 2024, in the form of a Round 1 Conflicts Report. The report identified a positive match for Pinnacle Workforce Analytics, Inc. under Matter No. 1031-00001, an active, ongoing engagement in which Pinnacle is a current client of the firm. The match was flagged as a high-severity potential conflict requiring immediate review.

Conflicts Search — Round 2. Upon identification of the Pinnacle match, a supplemental conflicts search ("Round 2") was conducted on an expanded-party basis, initiated and completed on May 13, 2024. The Round 2 search encompassed the following additional parties and search terms: (i) known affiliates and subsidiaries of Pinnacle; (ii) subcontractors of Pinnacle involved in the TruScan 360 platform; (iii) members of the MTDC Board of Directors; (iv) Veritas Biometrics Corp. (defendant in the pending Pinnacle patent-infringement action); (v) Lakefront Actuarial Advisors, LLC, MTDC's consulting actuary; and (vi) all individuals associated with the foregoing entities who could be identified from publicly available records. The Round 2 Conflicts Report, issued on May 13, 2024, confirmed that no additional conflicts beyond the Pinnacle issue were present in the firm's database.

Conflicts Committee Meeting. The matter was referred to the Conflicts Committee for formal review and determination. A Conflicts Committee meeting was convened on May 14, 2024, with the following attendees:

• Lawrence Keating, Senior Partner; Chair, Conflicts Committee;

• Helen Drazkowski, General Counsel;

• Colleen Farrow, Director, Conflicts & New Business;

• Rachel Bernstein, Partner, Privacy & Data Security (requesting partner for proposed MTDC engagement);

• Jonathan Mercer, Partner, intellectual Property / Patent Litigation (responsible partner for existing Pinnacle engagement).

Conflicts Committee Determination. Following a thorough review of the facts, the applicable ethical rules, and the supporting ethics analysis prepared by General Counsel Helen Drazkowski, the Conflicts Committee reached a unanimous determination that the conflict between the proposed MTDC engagement (Matter No. 1031-00001) and the existing Pinnacle engagement (Matter No. 1031-00001) is unwaivable. The Committee's analysis proceeded as follows:

Direct Adversity — Rule 1.7(a)(1). The proposed MTDC engagement would require the firm to investigate, and potentially assert, cross-claims and indemnification proceedings against Pinnacle, a current client of the firm. Acceptance of the MTDC engagement would thus place Calderwood & Harkness in a position of direct adversity to Pinnacle, in violation of Illinois Rule of Professional Conduct 1.7(a)(1).

Material Limitation — Rule 1.7(a)(2). Even setting aside the direct-adversity issue, the Committee concluded that the firm's representation of MTDC would be materially limited by the firm's responsibilities to Pinnacle. The two engagements involve the identical subject matter — the TruScan 360 biometric platform — and would require the firm to advance diametrically opposed legal positions. In the MTDC engagement, the firm would be required to characterize TruScan 360's biometric-data collection and processing practices as unlawful under BIPA and PIPA, and to argue that the platform's design and operation caused or contributed to the alleged statutory violations. In the Pinnacle engagement, by contrast, the firm's ongoing patent-licensing and enforcement work depends upon establishing the legitimacy, technical sophistication, and commercial value of the TruScan 360 platform. These positions are irreconcilably inconsistent.

Unwaivability — Rule 1.7(b). The Committee determined that the conflict cannot be cured by obtaining informed written consent from both MTDC and Pinnacle under Rule 1.7(b), because the threshold requirement of Rule 1.7(b)(1) cannot be satisfied: no reasonable lawyer could conclude that competent and diligent representation of both clients is possible under the circumstances. This conclusion rests on the following factors: (i) the matters involve the same TruScan 360 biometric platform, such that any factual or legal position advanced in one matter would directly and materially bear on the other; (ii) the legal positions are diametrically opposed, as described above; (iii) the firm possesses Pinnacle confidential information — obtained in the course of the existing representation under Matter No. 1031-00001 — bearing directly on TruScan 360's technical architecture, biometric-data processing methods, and data-retention practices, which are the central subjects of the CID and the class action in which MTDC seeks representation; and (iv) the proposed MTDC engagement would require the firm to investigate and potentially bring claims against its own current client.

Formal Conflicts Committee Resolution. The Conflicts Committee's determination was memorialized in a formal Conflicts Committee Resolution, signed by Lawrence Keating as Chair of the Conflicts Committee, dated May 14, 2024. The Resolution directs that Matter No. 1031-00001 be declined and closed, that MTDC be entered in the Conflicts Database as a declined prospective client, and that appropriate cross-references be established as documented in this memorandum.

Notification to MTDC. MTDC was formally notified of the declination on May 17, 2024, by means of a letter from Rachel Bernstein to Terrence Whitfield. The letter informed Mr. Whitfield that, after completing the firm's conflicts-clearance process, Calderwood & Harkness had determined that it was unable to accept the proposed engagement due to a conflict of interest that the firm was not in a position to waive or resolve. The letter did not identify the conflicting client or the nature of the existing engagement, consistent with the firm's obligation to protect Pinnacle's confidential information and the confidentiality of the attorney-client relationship.

Referral to Alternative Counsel. On May 20, 2024, a referral letter was sent from Rachel Bernstein to Terrence Whitfield recommending two firms with recognized capabilities in BIPA litigation and biometric-privacy defense:

(a) Aldridge, Paulson & Cho LLP (Victoria Aldridge, BIPA practice lead), 150 North Michigan Avenue, Suite 3500, Chicago, Illinois 60601; and

(b) Northfield McKay LLP (Damien Northfield, data-privacy litigation lead), 311 South Wacker Drive, Suite 4800, Chicago, Illinois 60606.

Matter Closure. Matter No. 1031-00001 was formally closed in all firm systems on May 23, 2024. As of the date of closure, no billings had been recorded, no disbursements had been incurred, and no billable time had been entered against the matter. No attorney-client relationship was formed between Calderwood & Harkness and MTDC. No confidential client documents or proprietary materials were received from MTDC at any time during the intake process.

III. Database Updates Implemented

The following updates were implemented in the Conflicts Database on May 23, 2024. Each subsection below corresponds to a discrete category of database entries and modifications. All entries were made by the undersigned, reviewed by conflicts analyst Marcus Dalton, and verified for completeness and accuracy prior to finalization.

A. New Record: Metropolitan Transit Development Corp. (MTDC)

A new entity record has been created in the Conflicts Database for Metropolitan Transit Development Corp. The record contains the following data fields:

The MTDC record has been assigned the "Declined — Conflict" classification tag in the Conflicts Database, which ensures that the record is surfaced with heightened priority in future conflicts searches and that the record cannot be archived, modified, or purged without the express authorization of the Director of Conflicts & New Business and the General Counsel.

B. Related-Party Entries Added to MTDC Record

In addition to the core MTDC entity record, the following related-party entries have been added to the Conflicts Database and linked to the MTDC record under Matter No. 1031-00001. These entries ensure that future conflicts searches naming any of these individuals or entities will return the MTDC declined-engagement record and the associated cross-references.

MTDC Officers and Key Personnel:

• Terrence Whitfield — General Counsel, Metropolitan Transit Development Corp. Tagged as officer/contact of MTDC for future search purposes.

• Lucia Marchetti — Chief Information Security Officer, Metropolitan Transit Development Corp. Tagged as officer/contact of MTDC for future search purposes.

• Darnell Okafor — Executive Director, Metropolitan Transit Development Corp. Tagged as officer/contact of MTDC for future search purposes.

MTDC's Existing Outside Counsel:

• Hargrove, Tillman & Reese LLP (Constance Hargrove), 233 South Wacker Drive, Suite 5600, Chicago, Illinois 60606. Tagged as referring counsel and MTDC's existing outside litigation counsel. Noted for informational and tracking purposes; Hargrove, Tillman & Reese LLP is not a client or adverse party of Calderwood & Harkness in any matter.

Adverse Parties Identified in Proposed Engagement:

• Office of the Illinois Attorney General, Bureau of Civil Rights. Deputy Attorney General for Civil Rights: Malcolm Jeffries. Outside special counsel retained by the Attorney General's office in connection with the MTDC investigation: Ridgeway & Falk LLP (Diane Falk, lead partner; 401 East Adams Street, Suite 300, Springfield, Illinois 62701). Tagged as governmental adverse party and outside special counsel, respectively.

• Kessler, Brandt & O'Neill LLP — Plaintiffs' class counsel in the putative employee class action, Davis et al. v. Metropolitan Transit Development Corp., Circuit Court of Cook County, Chancery Division, Case No. 2024-CH-04417. Lead class counsel: Martin Kessler. Co-class counsel: Yolanda Brandt. Firm address: 120 North LaSalle Street, Suite 2200, Chicago, Illinois 60602. Tagged as adverse counsel (plaintiffs' class counsel).

Vendors / Potential Cross-Claim Targets Identified:

• Pinnacle Workforce Analytics, Inc. — Cross-referenced to existing client record under Matter No. 1031-00001. Tagged as both an existing client of the firm and as a potential cross-claim target identified in connection with the proposed (but declined) MTDC engagement. The cross-reference is described in detail in Section III.C below.

Related Third Parties:

• Lakefront Actuarial Advisors, LLC (Felix Drummond, FSA, MAAA; 200 East Randolph Street, Suite 1710, Chicago, Illinois 60601). MTDC's consulting actuary, engaged by MTDC to estimate BIPA exposure in connection with the class action. Tagged as a related third-party service provider to MTDC.

• Meridian Trust National Bank (Angela Tran, Chief Fiduciary Officer; 135 South LaSalle Street, Chicago, Illinois 60603). MTDC's fiscal agent and bond trustee. Tagged as a related third-party financial institution. Noted for completeness; Meridian Trust National Bank was identified during the Round 2 conflicts search as a party that may have a financial interest in the outcome of the MTDC litigation, given its role as bond trustee for MTDC's outstanding revenue bonds.

C. Cross-Reference to Existing Client Record: Pinnacle Workforce Analytics, Inc.

A cross-reference has been added to the existing Pinnacle Workforce Analytics, Inc. client record in the Conflicts Database under Matter No. 1031-00001. The cross-reference documents the following:

Nature of Cross-Reference. The cross-reference links MTDC (declined prospective client, Matter No. 1031-00001) to Pinnacle (existing client, Matter No. 1031-00001) and identifies the basis of the linkage as a current-client conflict involving the TruScan 360 biometric workforce-management platform. The cross-reference records that a proposed engagement adverse to Pinnacle's interests was declined on May 14, 2024, by unanimous determination of the Conflicts Committee, due to an unwaivable conflict under Illinois Rules of Professional Conduct 1.7(a)(1) and 1.7(a)(2).

Existing Client Record Updated. The Pinnacle client record under Matter No. 1031-00001 has been updated to include a notation that a proposed engagement (Matter No. 1031-00001) that would have been adverse to Pinnacle was identified during the conflicts-clearance process and was declined. The notation includes the date of the Conflicts Committee determination (May 14, 2024), the date of formal closure of the declined matter (May 23, 2024), and a reference to this memorandum as the controlling administrative record.

Implication for Future Searches. As a result of the cross-reference, any future conflicts search naming either MTDC or Pinnacle — or their respective officers, affiliates, or the TruScan 360 product — will return both this record and the cross-reference, alerting the searching attorney or conflicts analyst to the history of the declination and the ongoing sensitivity of the relationship between these two entities. This cross-referencing is particularly important given that MTDC remains a licensee of Pinnacle's TruScan 360 platform under the MSLA, which does not expire until June 14, 2026, and given the pendency of the CID investigation and the class action in which Pinnacle's technology is centrally implicated.

Pinnacle Record Details (for Reference). The following information is included for reference and confirmation purposes. These data fields were already present in the Pinnacle client record and did not require modification; they are reproduced here to provide a complete picture of the cross-referenced record:

D. Litigation and Regulatory Records Added

The following litigation and regulatory records have been added to or confirmed in the Conflicts Database in connection with the updates documented in this memorandum:

AG CID Record. A new record has been created for CID Ref. No. CRB-2024-0417, issued April 22, 2024, by the Illinois Attorney General's Bureau of Civil Rights to MTDC. The record identifies the issuing authority, the date of issuance, the statutory basis (BIPA and PIPA), and the target (MTDC). The CID record has been tagged to MTDC's declined prospective client record under Matter No. 1031-00001.

Class Action Record. A new record has been created for Case No. 2024-CH-04417, Davis et al. v. Metropolitan Transit Development Corp., filed April 29, 2024, in the Circuit Court of Cook County, Chancery Division. The record identifies the court, the docket number, the filing date, the putative class (approximately 12,400 current and former MTDC employees), and class counsel (Kessler, Brandt & O'Neill LLP; Martin Kessler, lead class counsel; Yolanda Brandt, co-class counsel). The class action record has been tagged to MTDC's declined prospective client record under Matter No. 1031-00001.

Existing Pinnacle Litigation Record (Confirmed — No Update Required). The existing litigation record for Pinnacle Workforce Analytics, Inc. v. Veritas Biometrics Corp., U.S. District Court for the Eastern District of Virginia, Case No. 1:22-cv-01533, filed September 6, 2022, was reviewed and confirmed to be current and accurate. This record is already maintained in the Conflicts Database under Matter No. 1031-00001 and required no modification in connection with the updates documented herein.

MSLA Reference. A contract-reference notation has been added to the cross-reference record linking MTDC and Pinnacle, documenting the existence of the Master Software License and Services Agreement between Pinnacle and MTDC, effective June 15, 2021, with an initial term of five years (running through June 14, 2026), an optional three-year renewal period, and a total contract value of $8,700,000. This MSLA is the contractual vehicle under which Pinnacle's TruScan 360 platform is deployed at MTDC and is central to the factual predicate of both the CID and the class action. The MSLA reference has been tagged to both the MTDC record and the Pinnacle cross-reference record.

E. Referral Counsel Entries

The following referral counsel entries have been added to the Conflicts Database in connection with the MTDC declined-engagement record:

• Aldridge, Paulson & Cho LLP (Victoria Aldridge, BIPA practice lead), 150 North Michigan Avenue, Suite 3500, Chicago, Illinois 60601. Recorded as referral counsel for MTDC in connection with the declination of Matter No. 1031-00001.

• Northfield McKay LLP (Damien Northfield, data-privacy litigation lead), 311 South Wacker Drive, Suite 4800, Chicago, Illinois 60606. Recorded as referral counsel for MTDC in connection with the declination of Matter No. 1031-00001.

These entries are for informational and tracking purposes only. Neither Aldridge, Paulson & Cho LLP nor Northfield McKay LLP is a client, former client, adverse party, or co-counsel of Calderwood & Harkness LLP in any current or former matter. The referral counsel entries do not create or imply any professional relationship between Calderwood & Harkness and the referral firms, and the entries are maintained solely to provide a complete record of the disposition of Matter No. 1031-00001 for future reference.

IV. Financial Summary for Database Record

The following financial data have been recorded in the Conflicts Database in connection with Matter No. 1031-00001:

Matter No. 1031-00001 — Financial Status at Closure:

No attorney time was billed to Matter No. 1031-00001 at any point during the intake process. The Conflicts Committee review and all related administrative activities (conflicts searches, ethics analysis, committee deliberations, correspondence) were conducted as internal administrative matters and charged to the firm's general administrative overhead, consistent with standard firm policy. No fee of any kind was generated, invoiced, or received from MTDC.

Estimated Foregone Fees. Based on the scope of the proposed engagement and the anticipated duration and complexity of the CID defense, class action defense, and related advisory and cross-claim work, the estimated foregone fees attributable to the declination of Matter No. 1031-00001 range from $3,500,000 to $5,200,000 over a projected eighteen- to twenty-four-month engagement period. This figure is recorded in the Conflicts Database for management reporting purposes only and does not reflect an actual loss or a receivable.

MTDC Annual Outside-Counsel Budget. Per information provided by Terrence Whitfield during the initial contact on May 6, 2024, MTDC's annual outside-counsel budget is approximately $14,800,000. This figure is recorded in the Conflicts Database for business-development tracking purposes only.

MTDC Annual Operating Budget. MTDC's annual operating budget is approximately $3,200,000,000 (three billion, two hundred million dollars), reflecting its status as a major metropolitan transit authority. This figure is recorded for entity-profile and context purposes.

MTDC BIPA Exposure. Based on estimates prepared by Lakefront Actuarial Advisors, LLC (MTDC's consulting actuary), and referenced in publicly available filings, MTDC's potential BIPA exposure in the putative class action (Case No. 2024-CH-04417) ranges from $12,400,000 (negligent-violation floor, calculated as 12,400 putative class members multiplied by the statutory minimum of $1,000 per violation under 740 ILCS 14/20(1)) to $62,000,000 (intentional-violation ceiling, calculated as 12,400 putative class members multiplied by the statutory maximum of $5,000 per violation under 740 ILCS 14/20(2)). These figures are recorded for contextual reference only and do not reflect any assessment or opinion by Calderwood & Harkness LLP.

V. Applicable Ethics Rules Noted in Database

The following ethics-rule references have been recorded in the Conflicts Database as part of the record for Matter No. 1031-00001, in order to document the legal basis for the declination and to facilitate future analysis in the event of related conflicts issues:

Illinois Rules of Professional Conduct, Rule 1.7 — Conflict of Interest: Current Clients.

• Rule 1.7(a)(1) — Direct Adversity. A lawyer shall not represent a client if the representation involves a concurrent conflict of interest, which exists if the representation of one client will be directly adverse to another client. The Conflicts Committee determined that the proposed MTDC engagement would be directly adverse to Pinnacle, a current client, because the MTDC engagement would require the firm to investigate and potentially assert cross-claims and indemnification proceedings against Pinnacle.

• Rule 1.7(a)(2) — Material Limitation. A concurrent conflict of interest also exists if there is a significant risk that the representation of one or more clients will be materially limited by the lawyer's responsibilities to another client, a former client, or a third person, or by a personal interest of the lawyer. The Committee determined that the firm's representation of MTDC would be materially limited by its responsibilities to Pinnacle, given the directly opposing legal positions required and the firm's possession of Pinnacle confidential information.

• Rule 1.7(b) — Waivability. Notwithstanding the existence of a concurrent conflict of interest, a lawyer may represent a client if, inter alia, the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client and each affected client gives informed consent, confirmed in writing. The Committee determined that this conflict is unwaivable because the threshold requirement of Rule 1.7(b)(1) cannot be satisfied — no reasonable lawyer could conclude that competent and diligent representation of both MTDC and Pinnacle is possible under the circumstances.

Illinois Rules of Professional Conduct, Rule 1.9 — Duties to Former Clients.

Rule 1.9 was noted in the supporting ethics analysis as inapplicable to the present conflict, because Pinnacle is a current — not a former — client of the firm. The rule is referenced in the database record for completeness and to ensure that future analysts are aware that the Rule 1.9 analysis was considered and addressed in the underlying ethics memoranda.

Illinois Rules of Professional Conduct, Rule 1.10 — Imputation of Conflicts of Interest: General Rule.

Rule 1.10 governs the imputation of conflicts of interest within a law firm and provides, in certain circumstances, for the screening of disqualified lawyers as a means of permitting a firm to undertake representation notwithstanding a conflict attributable to one of its lawyers. The Conflicts Committee noted that the screening provisions of Rule 1.10 are not available to cure this conflict, because the conflict arises from the concurrent representation of Pinnacle by Jonathan Mercer, a current partner of Calderwood & Harkness, and not from the imputed disqualification of a lateral hire who previously represented an adverse party at a prior firm. Accordingly, screening is inapplicable.

VI. Instructions for Future Conflicts Searches

The following standing instructions are recorded in the Conflicts Database and shall govern the handling of future conflicts searches that return matches to any of the parties or subject matter documented in this memorandum:

1. Flagging Requirement. Any conflicts search that returns a match on any of the following names, entities, or terms must be flagged by the reviewing conflicts analyst for heightened review: Metropolitan Transit Development Corp.; MTDC; Metro Transit; Terrence Whitfield; Lucia Marchetti; Darnell Okafor; Pinnacle Workforce Analytics, Inc.; Pinnacle; TruScan 360; Gregory Harmon; Sandra Yee; or any of the related parties listed in Section III.B above (including but not limited to Hargrove, Tillman & Reese LLP; Kessler, Brandt & O'Neill LLP; Lakefront Actuarial Advisors, LLC; Meridian Trust National Bank; Office of the Illinois Attorney General, Bureau of Civil Rights; Ridgeway & Falk LLP; Aldridge, Paulson & Cho LLP; and Northfield McKay LLP).

2. Consultation Requirement. If a future proposed engagement involves MTDC or Pinnacle in any capacity — whether as a prospective client, an adverse party, a co-party, a third-party witness, a vendor, or otherwise — the reviewing conflicts analyst must consult this memorandum and the Conflicts Committee Resolution dated May 14, 2024, before proceeding with the conflicts-clearance process. The analyst must ensure that the requesting attorney and the responsible partner for the proposed engagement are made aware of the history documented herein and of the sensitivity of the prior declination.

3. Escalation Requirement. Any questions regarding the sensitivity of this record, the scope of the underlying conflict, or the applicability of this memorandum to a new proposed engagement should be directed promptly to the Director of Conflicts & New Business (currently Colleen Farrow) or the firm's General Counsel (currently Helen Drazkowski). Under no circumstances should a new engagement involving MTDC or Pinnacle be approved or opened without the prior review and written authorization of either the Director of Conflicts & New Business or the General Counsel.

4. Ongoing Monitoring. The Conflicts & New Business Department will monitor publicly available developments in the MTDC CID investigation (CID Ref. No. CRB-2024-0417) and the class action (Davis et al. v. Metropolitan Transit Development Corp., Case No. 2024-CH-04417) for any developments that may affect the firm's existing representation of Pinnacle under Matter No. 1031-00001 or that may give rise to new conflicts issues. Any material developments will be reported to the Conflicts Committee and, as appropriate, to Jonathan Mercer as responsible partner for the Pinnacle engagement.

VII. Document Retention

This memorandum and all supporting documentation are retained in Calderwood & Harkness LLP's document management system in accordance with the firm's Document Retention and Destruction Policy (rev. October 2023). The applicable retention parameters are as follows:

Retention Category: Declined Engagements — Conflicts.

Retention Period: Seven (7) years from the date of formal closure of the declined matter (i.e., seven years from May 23, 2024, resulting in a scheduled review date of May 23, 2031). At the conclusion of the retention period, the record will be reviewed by the Director of Conflicts & New Business and the General Counsel to determine whether continued retention is warranted based on the then-current status of the related Pinnacle engagement, any ongoing litigation or regulatory proceedings, or other relevant considerations.

Documents Subject to Retention. The following documents are retained under this retention category and are maintained in the firm's document management system under Matter No. 1031-00001:

1. This Conflicts Database Update Memorandum, dated May 23, 2024;

2. Conflicts Committee Analysis Memorandum (Final), dated May 14, 2024;

3. Conflicts Committee Meeting Minutes, dated May 14, 2024;

4. Conflicts Committee Resolution, signed by Lawrence Keating, dated May 14, 2024;

5. Ethics Analysis Memorandum re: Illinois Rules of Professional Conduct 1.7 and 1.10, prepared by Helen Drazkowski, dated May 13, 2024;

6. Round 1 Conflicts Report, dated May 10, 2024;

7. Round 2 Conflicts Report (Supplemental — Expanded Parties), dated May 13, 2024;

8. Declination Letter from Rachel Bernstein to Terrence Whitfield, dated May 17, 2024;

9. Referral Letter from Rachel Bernstein to Terrence Whitfield, dated May 20, 2024;

10. New-Matter Intake Form for Matter No. 1031-00001, dated May 9, 2024;

11. All internal correspondence related to the conflicts review and declination of Matter No. 1031-00001.

Responsible Custodian: Colleen Farrow, Director, Conflicts & New Business, Calderwood & Harkness LLP.

Access Restrictions. Access to the documents retained under Matter No. 1031-00001 is restricted to the following authorized personnel: the Director of Conflicts & New Business, the General Counsel, the Chair of the Conflicts Committee, and such other partners or firm personnel as may be specifically authorized by the General Counsel in writing. All documents are classified as Privileged and Confidential — Attorney Work Product.

VIII. Certification

I, Colleen Farrow, Director of Conflicts & New Business at Calderwood & Harkness LLP, hereby certify that the conflicts database updates described in this memorandum have been implemented in the firm's conflicts database as of the date set forth below, and that the information contained in this memorandum is accurate and complete to the best of my knowledge and belief based on the records and documentation available to me.

This memorandum constitutes the permanent administrative record for the database entries and updates related to the declination and closure of Matter No. 1031-00001 (Metropolitan Transit Development Corp.).

CALDERWOOD & HARKNESS LLP

By: ________

Name: Colleen Farrow

Title: Director, Conflicts & New Business

Date: May 23, 2024

Calderwood & Harkness LLP One North Wacker Drive, Suite 4200 Chicago, Illinois 60606 (Chicago Office)

600 Lexington Avenue, 38th Floor New York, New York 10022 (Firm Headquarters)

DISTRIBUTION (CONFIDENTIAL)

This memorandum has been distributed to the following authorized recipients:

1. Helen Drazkowski, General Counsel, Calderwood & Harkness LLP

2. Lawrence Keating, Senior Partner; Chair, Conflicts Committee, Calderwood & Harkness LLP

3. Rachel Bernstein, Partner, Privacy & Data Security, Calderwood & Harkness LLP

4. Jonathan Mercer, Partner, intellectual Property / Patent Litigation, Calderwood & Harkness LLP

5. Conflicts & New Business Department File (Matter No. 1031-00001)

No further distribution is authorized without the prior written consent of the General Counsel.

Role	Attorney	Office
Responsible Partner	Rachel Bernstein	Chicago
Billing Partner	Miriam Calloway	Chicago
Lead Associate	Devon Archer	Chicago
Working Associate	Nadia Petrov	Chicago
Field	Entry
Client Status	Declined Prospective Client (not a current or former client)
Full Legal Name	Metropolitan Transit Development Corp.
Short Name / Aliases	MTDC; Metro Transit
Entity Type	Unit of local government; special-purpose transit authority (Illinois)
Organizing Statute	Illinois Local Mass Transit District Act (70 ILCS 3610/1 et seq.)
EIN	36-6041928
Principal Address	550 West Harrison Street, Suite 1400, Chicago, IL 60607
Key Contacts	Terrence Whitfield (General Counsel); Lucia Marchetti (CISO); Darnell Okafor (Executive Director)
Associated Matter No.	1031-00001 (Closed — Conflicts Declination)
Reason for Declination	Unwaivable current-client conflict under Illinois Rules of Professional Conduct 1.7(a)(1) and 1.7(a)(2); cross-reference to Pinnacle Workforce Analytics, Inc. (Matter No. 1031-00001)
Date of Intake Opening	May 9, 2024
Date of Declination	May 14, 2024 (Conflicts Committee determination); May 17, 2024 (prospective client notified)
Date of Formal Closure	May 23, 2024
Referring Firm	Hargrove, Tillman & Reese LLP (Constance Hargrove)
Responsible Partner (Proposed)	Rachel Bernstein
Billing Partner (Proposed)	Miriam Calloway
Attorney-Client Relationship Formed	No
Confidential Materials Received from Prospective Client	No
Field	Entry

Full Legal Name	Pinnacle Workforce Analytics, Inc.
Short Name	Pinnacle
Entity Type	Corporation (Delaware; HQ: Virginia)
EIN	54-2198437
HQ Address	11900 Sunrise Valley Drive, Suite 500, Reston, VA 20191
Registered Agent (DE)	Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, DE 19801
Key Contacts	Gregory Harmon (CEO); Sandra Yee (General Counsel)
Active Matter No.	1031-00001
Responsible / Billing Partner	Jonathan Mercer
Lead Associate	Priya Subramaniam
Client Annual Revenues	Approximately $485 million
FY 2023 Actual Billings	$2,137,500
Category	Amount
Total Billings	$0.00
Total Disbursements	$0.00
Work-in-Progress (WIP)	$0.00
Accounts Receivable	$0.00
Billable Time Recorded	0.0 hours

MEMORANDUM — PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Conflicts & New Business Department File; Helen Drazkowski, General Counsel
FROM: Colleen Farrow, Director, Conflicts & New Business
DATE: May 23, 2024
RE: Conflicts Database Update — Matter No. 1031-00001 (Metropolitan Transit Development Corp.) — Declined Engagement / Conflicts Declination
COPIES: Lawrence Keating (Chair, Conflicts Committee); Rachel Bernstein (Partner, Privacy & Data Security); Jonathan Mercer (Partner, intellectual Property / Patent Litigation)
This memorandum is protected by the attorney-client privilege and constitutes attorney work product. It is prepared in furtherance of legal and ethical compliance by Calderwood & Harkness LLP and is intended solely for the authorized recipients identified above and for permanent retention in the firm's Conflicts & New Business Department file. This memorandum should not be disclosed, distributed, or reproduced, in whole or in part, without the prior written authorization of the firm's General Counsel.
I. Purpose
This memorandum documents the updates made to Calderwood & Harkness LLP's firm-wide conflicts database (the "Conflicts Database") on May 23, 2024, following the formal declination and closure of Matter No. 1031-00001. The updates are made in accordance with the firm's Conflicts Policies and Procedures Manual (rev. January 2024) and the standing directives of the Conflicts Committee.
Specifically, the database updates recorded herein accomplish the following:
1.  Record Metropolitan Transit Development Corp. ("MTDC") as a declined prospective client in the Conflicts Database, ensuring that MTDC's identifying information — including its full legal name, short names and aliases, employer identification number, principal address, and key personnel — is captured and indexed for future search purposes.
2.  Memorialize the nature and basis of the conflict that gave rise to the declination, including the determination by the Conflicts Committee that the conflict is unwaivable under Illinois Rules of Professional Conduct 1.7(a)(1) (direct adversity) and 1.7(a)(2) (material limitation), such that consent from the affected parties could not cure the conflict.
3.  Establish cross-references between the MTDC declined-engagement record (Matter No. 1031-00001) and the existing client engagement for Pinnacle Workforce Analytics, Inc. ("Pinnacle") under Matter No. 1031-00001, which gave rise to the conflict.
4.  Catalog all related parties, adverse parties, and third parties identified during the conflicts-checking process so that future conflicts searches involving any of these entities or individuals will surface this record and the associated cross-references.
5.  Serve as the permanent administrative record for the database entry, providing a comprehensive narrative of the facts, procedural history, and ethical analysis underlying the declination, and ensuring that future conflicts analysts, reviewing attorneys, and members of the Conflicts Committee have ready access to the complete factual and procedural record.
This memorandum should be read in conjunction with the following supporting documents, each of which is separately maintained in the firm's document management system under Retention Category: Declined Engagements — Conflicts:
•  Conflicts Committee Analysis Memorandum (Final), dated May 14, 2024;
•  Conflicts Committee Meeting Minutes, dated May 14, 2024;
•  Conflicts Committee Resolution, signed by Lawrence Keating, dated May 14, 2024;
•  Ethics Analysis Memorandum re: Illinois Rules of Professional Conduct 1.7 and 1.10, prepared by Helen Drazkowski, dated May 13, 2024;
•  Declination Letter from Rachel Bernstein to Terrence Whitfield, dated May 17, 2024;
•  Referral Letter from Rachel Bernstein to Terrence Whitfield, dated May 20, 2024.
II. Background Summary
A. Proposed Engagement (Matter No. 1031-00001)
On May 9, 2024, a new-matter intake was opened in the firm's conflicts and new-business system at the request of Rachel Bernstein, Partner, Privacy & Data Security, who is resident in the firm's Chicago office located at One North Wacker Drive, Suite 4200, Chicago, Illinois 60606. The intake was assigned Matter No. 1031-00001.
Prospective Client. The prospective client identified in the intake is Metropolitan Transit Development Corp. ("MTDC"), a unit of local government and special-purpose transit authority organized and existing under the Illinois Local Mass Transit District Act (70 ILCS 3610/1 et seq.). MTDC is headquartered at 550 West Harrison Street, Suite 1400, Chicago, Illinois 60607. Its federal employer identification number is 36-6041928. MTDC operates the metropolitan transit system serving the greater Chicago metropolitan area and maintains a workforce of approximately 14,600 employees.
Key MTDC Contacts. The following MTDC personnel were identified as the primary points of contact in connection with the proposed engagement:
•  Terrence Whitfield, General Counsel, Metropolitan Transit Development Corp.;
•  Lucia Marchetti, Chief Information Security Officer, Metropolitan Transit Development Corp.;
•  Darnell Okafor, Executive Director, Metropolitan Transit Development Corp.
Initial Contact. The initial contact between the firm and MTDC occurred on May 6, 2024, in the form of a telephone call between Rachel Bernstein and Terrence Whitfield. During that call, Mr. Whitfield described MTDC's legal needs in general terms and inquired whether the firm would be available to assist. No confidential or proprietary information was exchanged during the call, and no engagement terms were discussed. Ms. Bernstein informed Mr. Whitfield that the matter would be subject to the firm's standard conflicts-clearance and new-business intake procedures before any engagement could be confirmed.
Referring Counsel. The matter was referred to Calderwood & Harkness by Constance Hargrove of Hargrove, Tillman & Reese LLP, located at 233 South Wacker Drive, Suite 5600, Chicago, Illinois 60606. Hargrove, Tillman & Reese LLP serves as MTDC's existing outside litigation counsel in general commercial and construction litigation matters and does not maintain specialized capabilities in biometric-privacy and data-security litigation.
Proposed Scope of Engagement. The proposed engagement encompassed the following areas of representation:
(a) Defense of a Civil Investigative Demand ("CID") issued by the Illinois Attorney General's Bureau of Civil Rights, bearing reference number CRB-2024-0417 and dated April 22, 2024. The CID alleges violations of the Illinois Biometric Information Privacy Act ("BIPA"), 740 ILCS 14/1 et seq., and the Illinois Personal Information Protection Act ("PIPA"), 815 ILCS 530/1 et seq., in connection with MTDC's collection, use, and storage of biometric data from its employees through a third-party biometric workforce-management platform;
(b) Defense of a putative employee class action filed in the Circuit Court of Cook County, Chancery Division, captioned Davis et al. v. Metropolitan Transit Development Corp., Case No. 2024-CH-04417, filed April 29, 2024, in which a putative class of approximately 12,400 current and former MTDC employees allege violations of BIPA arising from the same biometric-data practices;
(c) Advisory services relating to the remediation of MTDC's biometric-data collection and processing practices, including preparation of revised policies, consent protocols, and data-retention schedules in compliance with BIPA and PIPA;
(d) Investigation and potential assertion of cross-claims and indemnification proceedings against technology vendors, including specifically Pinnacle Workforce Analytics, Inc. ("Pinnacle"), the developer and licensor of the biometric workforce-management platform known as "TruScan 360," which is deployed at MTDC under a Master Software License and Services Agreement dated June 15, 2021; and
(e) Related employment counseling regarding MTDC's workforce-monitoring policies, including advice on the lawfulness of biometric-timekeeping and scheduling practices under Illinois law.
Proposed Engagement Team. The proposed engagement team for Matter No. 1031-00001 was as follows:
Proposed Billing Rates and Fee Estimate. The proposed engagement contemplated the following billing rates: $1,150 per hour for partner-level attorneys, $785 per hour for senior associates, and $625 per hour for junior associates. Based on the anticipated complexity and duration of the CID defense, the class action, and the related advisory and cross-claim work, the estimated total fees for the engagement ranged from $3.5 million to $5.2 million over an estimated period of eighteen to twenty-four months.
B. Existing Client Engagement (Matter No. 1031-00001)
Calderwood & Harkness LLP currently represents Pinnacle Workforce Analytics, Inc. ("Pinnacle") under Matter No. 1031-00001, which was opened on March 14, 2022. This engagement is the source of the conflict that necessitated the declination of Matter No. 1031-00001.
Existing Client. Pinnacle Workforce Analytics, Inc. is a corporation organized under the laws of the State of Delaware and headquartered at 11900 Sunrise Valley Drive, Suite 500, Reston, Virginia 20191. Its federal employer identification number is 54-2198437. Pinnacle's registered agent in Delaware is Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, Delaware 19801. Pinnacle generates annual revenues of approximately $485 million and is a leading developer and licensor of AI-powered biometric workforce-management solutions.
Key Pinnacle Contacts. The following Pinnacle personnel serve as the firm's primary contacts:
•  Gregory Harmon, Chief Executive Officer, Pinnacle Workforce Analytics, Inc.;
•  Sandra Yee, General Counsel, Pinnacle Workforce Analytics, Inc.
Engagement Team and Nature of Representation. The responsible and billing partner for Matter No. 1031-00001 is Jonathan Mercer, Partner, intellectual Property / Patent Litigation, resident in the firm's Chicago office. The lead associate is Priya Subramaniam. The nature of the representation encompasses patent-licensing and enforcement matters related to Pinnacle's flagship biometric workforce-management platform, "TruScan 360." TruScan 360 is an AI-powered timekeeping and scheduling platform that utilizes fingerprint, facial-geometry, and iris-scan biometric data to verify employee identity and automate workforce scheduling, time-and-attendance tracking, and productivity analytics.
Active Litigation. The firm's active litigation on behalf of Pinnacle consists of the matter Pinnacle Workforce Analytics, Inc. v. Veritas Biometrics Corp., filed in the United States District Court for the Eastern District of Virginia and bearing Case No. 1:22-cv-01533. The complaint was filed on September 6, 2022, and the case remains pending. The defendant, Veritas Biometrics Corp. (CEO: Randall Cho; headquarters: 8200 Greensboro Drive, Suite 1100, McLean, Virginia 22102), is represented by Whitmore & Sato LLP (lead partner: Akira Sato; 999 Waterside Drive, Suite 600, Norfolk, Virginia 23510). The litigation involves claims of patent infringement and misappropriation of trade secrets in connection with competing biometric workforce-management technology.
Annual Billings. For fiscal year 2023, Calderwood & Harkness's actual billings from Pinnacle under Matter No. 1031-00001 totaled $2,137,500.
Nexus to Proposed MTDC Engagement. Critically, Pinnacle is the developer and licensor of TruScan 360 — the very biometric workforce-management platform that is deployed at MTDC and that lies at the center of both the Attorney General's CID and the putative employee class action that formed the basis of the proposed MTDC engagement. TruScan 360 is deployed at MTDC pursuant to a Master Software License and Services Agreement (the "MSLA") between Pinnacle and MTDC, dated June 15, 2021, with a total contract value of $8,700,000 over an initial five-year term (running through June 14, 2026), with an optional three-year renewal. Under the proposed MTDC engagement, one of the primary components of the firm's work would have involved the investigation and potential assertion of cross-claims and indemnification proceedings against Pinnacle, MTDC's technology vendor, in connection with the alleged BIPA violations.
C. Conflict Identification and Resolution
Conflicts Search — Round 1. Pursuant to the firm's standard new-business intake procedures, a comprehensive conflicts search ("Round 1") was initiated in the Conflicts Database on May 9, 2024, the same day the new-matter intake was opened. The Round 1 search was conducted using the following search parameters: (i) the full legal name and known aliases of the prospective client (Metropolitan Transit Development Corp.; MTDC; Metro Transit); (ii) the names and identifying information of the key MTDC contacts (Terrence Whitfield, Lucia Marchetti, Darnell Okafor); (iii) the names of identified adverse parties (Illinois Attorney General, Bureau of Civil Rights); and (iv) the names of identified potential cross-claim targets and technology vendors (Pinnacle Workforce Analytics, Inc.; TruScan 360).
The Round 1 search results were compiled and issued on May 10, 2024, in the form of a Round 1 Conflicts Report. The report identified a positive match for Pinnacle Workforce Analytics, Inc. under Matter No. 1031-00001, an active, ongoing engagement in which Pinnacle is a current client of the firm. The match was flagged as a high-severity potential conflict requiring immediate review.
Conflicts Search — Round 2. Upon identification of the Pinnacle match, a supplemental conflicts search ("Round 2") was conducted on an expanded-party basis, initiated and completed on May 13, 2024. The Round 2 search encompassed the following additional parties and search terms: (i) known affiliates and subsidiaries of Pinnacle; (ii) subcontractors of Pinnacle involved in the TruScan 360 platform; (iii) members of the MTDC Board of Directors; (iv) Veritas Biometrics Corp. (defendant in the pending Pinnacle patent-infringement action); (v) Lakefront Actuarial Advisors, LLC, MTDC's consulting actuary; and (vi) all individuals associated with the foregoing entities who could be identified from publicly available records. The Round 2 Conflicts Report, issued on May 13, 2024, confirmed that no additional conflicts beyond the Pinnacle issue were present in the firm's database.
Conflicts Committee Meeting. The matter was referred to the Conflicts Committee for formal review and determination. A Conflicts Committee meeting was convened on May 14, 2024, with the following attendees:
•  Lawrence Keating, Senior Partner; Chair, Conflicts Committee;
•  Helen Drazkowski, General Counsel;
•  Colleen Farrow, Director, Conflicts & New Business;
•  Rachel Bernstein, Partner, Privacy & Data Security (requesting partner for proposed MTDC engagement);
•  Jonathan Mercer, Partner, intellectual Property / Patent Litigation (responsible partner for existing Pinnacle engagement).
Conflicts Committee Determination. Following a thorough review of the facts, the applicable ethical rules, and the supporting ethics analysis prepared by General Counsel Helen Drazkowski, the Conflicts Committee reached a unanimous determination that the conflict between the proposed MTDC engagement (Matter No. 1031-00001) and the existing Pinnacle engagement (Matter No. 1031-00001) is unwaivable. The Committee's analysis proceeded as follows:
Direct Adversity — Rule 1.7(a)(1). The proposed MTDC engagement would require the firm to investigate, and potentially assert, cross-claims and indemnification proceedings against Pinnacle, a current client of the firm. Acceptance of the MTDC engagement would thus place Calderwood & Harkness in a position of direct adversity to Pinnacle, in violation of Illinois Rule of Professional Conduct 1.7(a)(1).
Material Limitation — Rule 1.7(a)(2). Even setting aside the direct-adversity issue, the Committee concluded that the firm's representation of MTDC would be materially limited by the firm's responsibilities to Pinnacle. The two engagements involve the identical subject matter — the TruScan 360 biometric platform — and would require the firm to advance diametrically opposed legal positions. In the MTDC engagement, the firm would be required to characterize TruScan 360's biometric-data collection and processing practices as unlawful under BIPA and PIPA, and to argue that the platform's design and operation caused or contributed to the alleged statutory violations. In the Pinnacle engagement, by contrast, the firm's ongoing patent-licensing and enforcement work depends upon establishing the legitimacy, technical sophistication, and commercial value of the TruScan 360 platform. These positions are irreconcilably inconsistent.
Unwaivability — Rule 1.7(b). The Committee determined that the conflict cannot be cured by obtaining informed written consent from both MTDC and Pinnacle under Rule 1.7(b), because the threshold requirement of Rule 1.7(b)(1) cannot be satisfied: no reasonable lawyer could conclude that competent and diligent representation of both clients is possible under the circumstances. This conclusion rests on the following factors: (i) the matters involve the same TruScan 360 biometric platform, such that any factual or legal position advanced in one matter would directly and materially bear on the other; (ii) the legal positions are diametrically opposed, as described above; (iii) the firm possesses Pinnacle confidential information — obtained in the course of the existing representation under Matter No. 1031-00001 — bearing directly on TruScan 360's technical architecture, biometric-data processing methods, and data-retention practices, which are the central subjects of the CID and the class action in which MTDC seeks representation; and (iv) the proposed MTDC engagement would require the firm to investigate and potentially bring claims against its own current client.
Formal Conflicts Committee Resolution. The Conflicts Committee's determination was memorialized in a formal Conflicts Committee Resolution, signed by Lawrence Keating as Chair of the Conflicts Committee, dated May 14, 2024. The Resolution directs that Matter No. 1031-00001 be declined and closed, that MTDC be entered in the Conflicts Database as a declined prospective client, and that appropriate cross-references be established as documented in this memorandum.
Notification to MTDC. MTDC was formally notified of the declination on May 17, 2024, by means of a letter from Rachel Bernstein to Terrence Whitfield. The letter informed Mr. Whitfield that, after completing the firm's conflicts-clearance process, Calderwood & Harkness had determined that it was unable to accept the proposed engagement due to a conflict of interest that the firm was not in a position to waive or resolve. The letter did not identify the conflicting client or the nature of the existing engagement, consistent with the firm's obligation to protect Pinnacle's confidential information and the confidentiality of the attorney-client relationship.
Referral to Alternative Counsel. On May 20, 2024, a referral letter was sent from Rachel Bernstein to Terrence Whitfield recommending two firms with recognized capabilities in BIPA litigation and biometric-privacy defense:
(a) Aldridge, Paulson & Cho LLP (Victoria Aldridge, BIPA practice lead), 150 North Michigan Avenue, Suite 3500, Chicago, Illinois 60601; and
(b) Northfield McKay LLP (Damien Northfield, data-privacy litigation lead), 311 South Wacker Drive, Suite 4800, Chicago, Illinois 60606.
Matter Closure. Matter No. 1031-00001 was formally closed in all firm systems on May 23, 2024. As of the date of closure, no billings had been recorded, no disbursements had been incurred, and no billable time had been entered against the matter. No attorney-client relationship was formed between Calderwood & Harkness and MTDC. No confidential client documents or proprietary materials were received from MTDC at any time during the intake process.
III. Database Updates Implemented
The following updates were implemented in the Conflicts Database on May 23, 2024. Each subsection below corresponds to a discrete category of database entries and modifications. All entries were made by the undersigned, reviewed by conflicts analyst Marcus Dalton, and verified for completeness and accuracy prior to finalization.
A. New Record: Metropolitan Transit Development Corp. (MTDC)
A new entity record has been created in the Conflicts Database for Metropolitan Transit Development Corp. The record contains the following data fields:
The MTDC record has been assigned the "Declined — Conflict" classification tag in the Conflicts Database, which ensures that the record is surfaced with heightened priority in future conflicts searches and that the record cannot be archived, modified, or purged without the express authorization of the Director of Conflicts & New Business and the General Counsel.
B. Related-Party Entries Added to MTDC Record
In addition to the core MTDC entity record, the following related-party entries have been added to the Conflicts Database and linked to the MTDC record under Matter No. 1031-00001. These entries ensure that future conflicts searches naming any of these individuals or entities will return the MTDC declined-engagement record and the associated cross-references.
MTDC Officers and Key Personnel:
•  Terrence Whitfield — General Counsel, Metropolitan Transit Development Corp. Tagged as officer/contact of MTDC for future search purposes.
•  Lucia Marchetti — Chief Information Security Officer, Metropolitan Transit Development Corp. Tagged as officer/contact of MTDC for future search purposes.
•  Darnell Okafor — Executive Director, Metropolitan Transit Development Corp. Tagged as officer/contact of MTDC for future search purposes.
MTDC's Existing Outside Counsel:
•  Hargrove, Tillman & Reese LLP (Constance Hargrove), 233 South Wacker Drive, Suite 5600, Chicago, Illinois 60606. Tagged as referring counsel and MTDC's existing outside litigation counsel. Noted for informational and tracking purposes; Hargrove, Tillman & Reese LLP is not a client or adverse party of Calderwood & Harkness in any matter.
Adverse Parties Identified in Proposed Engagement:
•  Office of the Illinois Attorney General, Bureau of Civil Rights. Deputy Attorney General for Civil Rights: Malcolm Jeffries. Outside special counsel retained by the Attorney General's office in connection with the MTDC investigation: Ridgeway & Falk LLP (Diane Falk, lead partner; 401 East Adams Street, Suite 300, Springfield, Illinois 62701). Tagged as governmental adverse party and outside special counsel, respectively.
•  Kessler, Brandt & O'Neill LLP — Plaintiffs' class counsel in the putative employee class action, Davis et al. v. Metropolitan Transit Development Corp., Circuit Court of Cook County, Chancery Division, Case No. 2024-CH-04417. Lead class counsel: Martin Kessler. Co-class counsel: Yolanda Brandt. Firm address: 120 North LaSalle Street, Suite 2200, Chicago, Illinois 60602. Tagged as adverse counsel (plaintiffs' class counsel).
Vendors / Potential Cross-Claim Targets Identified:
•  Pinnacle Workforce Analytics, Inc. — Cross-referenced to existing client record under Matter No. 1031-00001. Tagged as both an existing client of the firm and as a potential cross-claim target identified in connection with the proposed (but declined) MTDC engagement. The cross-reference is described in detail in Section III.C below.
Related Third Parties:
•  Lakefront Actuarial Advisors, LLC (Felix Drummond, FSA, MAAA; 200 East Randolph Street, Suite 1710, Chicago, Illinois 60601). MTDC's consulting actuary, engaged by MTDC to estimate BIPA exposure in connection with the class action. Tagged as a related third-party service provider to MTDC.
•  Meridian Trust National Bank (Angela Tran, Chief Fiduciary Officer; 135 South LaSalle Street, Chicago, Illinois 60603). MTDC's fiscal agent and bond trustee. Tagged as a related third-party financial institution. Noted for completeness; Meridian Trust National Bank was identified during the Round 2 conflicts search as a party that may have a financial interest in the outcome of the MTDC litigation, given its role as bond trustee for MTDC's outstanding revenue bonds.
C. Cross-Reference to Existing Client Record: Pinnacle Workforce Analytics, Inc.
A cross-reference has been added to the existing Pinnacle Workforce Analytics, Inc. client record in the Conflicts Database under Matter No. 1031-00001. The cross-reference documents the following:
Nature of Cross-Reference. The cross-reference links MTDC (declined prospective client, Matter No. 1031-00001) to Pinnacle (existing client, Matter No. 1031-00001) and identifies the basis of the linkage as a current-client conflict involving the TruScan 360 biometric workforce-management platform. The cross-reference records that a proposed engagement adverse to Pinnacle's interests was declined on May 14, 2024, by unanimous determination of the Conflicts Committee, due to an unwaivable conflict under Illinois Rules of Professional Conduct 1.7(a)(1) and 1.7(a)(2).
Existing Client Record Updated. The Pinnacle client record under Matter No. 1031-00001 has been updated to include a notation that a proposed engagement (Matter No. 1031-00001) that would have been adverse to Pinnacle was identified during the conflicts-clearance process and was declined. The notation includes the date of the Conflicts Committee determination (May 14, 2024), the date of formal closure of the declined matter (May 23, 2024), and a reference to this memorandum as the controlling administrative record.
Implication for Future Searches. As a result of the cross-reference, any future conflicts search naming either MTDC or Pinnacle — or their respective officers, affiliates, or the TruScan 360 product — will return both this record and the cross-reference, alerting the searching attorney or conflicts analyst to the history of the declination and the ongoing sensitivity of the relationship between these two entities. This cross-referencing is particularly important given that MTDC remains a licensee of Pinnacle's TruScan 360 platform under the MSLA, which does not expire until June 14, 2026, and given the pendency of the CID investigation and the class action in which Pinnacle's technology is centrally implicated.
Pinnacle Record Details (for Reference). The following information is included for reference and confirmation purposes. These data fields were already present in the Pinnacle client record and did not require modification; they are reproduced here to provide a complete picture of the cross-referenced record:
D. Litigation and Regulatory Records Added
The following litigation and regulatory records have been added to or confirmed in the Conflicts Database in connection with the updates documented in this memorandum:
AG CID Record. A new record has been created for CID Ref. No. CRB-2024-0417, issued April 22, 2024, by the Illinois Attorney General's Bureau of Civil Rights to MTDC. The record identifies the issuing authority, the date of issuance, the statutory basis (BIPA and PIPA), and the target (MTDC). The CID record has been tagged to MTDC's declined prospective client record under Matter No. 1031-00001.
Class Action Record. A new record has been created for Case No. 2024-CH-04417, Davis et al. v. Metropolitan Transit Development Corp., filed April 29, 2024, in the Circuit Court of Cook County, Chancery Division. The record identifies the court, the docket number, the filing date, the putative class (approximately 12,400 current and former MTDC employees), and class counsel (Kessler, Brandt & O'Neill LLP; Martin Kessler, lead class counsel; Yolanda Brandt, co-class counsel). The class action record has been tagged to MTDC's declined prospective client record under Matter No. 1031-00001.
Existing Pinnacle Litigation Record (Confirmed — No Update Required). The existing litigation record for Pinnacle Workforce Analytics, Inc. v. Veritas Biometrics Corp., U.S. District Court for the Eastern District of Virginia, Case No. 1:22-cv-01533, filed September 6, 2022, was reviewed and confirmed to be current and accurate. This record is already maintained in the Conflicts Database under Matter No. 1031-00001 and required no modification in connection with the updates documented herein.
MSLA Reference. A contract-reference notation has been added to the cross-reference record linking MTDC and Pinnacle, documenting the existence of the Master Software License and Services Agreement between Pinnacle and MTDC, effective June 15, 2021, with an initial term of five years (running through June 14, 2026), an optional three-year renewal period, and a total contract value of $8,700,000. This MSLA is the contractual vehicle under which Pinnacle's TruScan 360 platform is deployed at MTDC and is central to the factual predicate of both the CID and the class action. The MSLA reference has been tagged to both the MTDC record and the Pinnacle cross-reference record.
E. Referral Counsel Entries
The following referral counsel entries have been added to the Conflicts Database in connection with the MTDC declined-engagement record:
•  Aldridge, Paulson & Cho LLP (Victoria Aldridge, BIPA practice lead), 150 North Michigan Avenue, Suite 3500, Chicago, Illinois 60601. Recorded as referral counsel for MTDC in connection with the declination of Matter No. 1031-00001.
•  Northfield McKay LLP (Damien Northfield, data-privacy litigation lead), 311 South Wacker Drive, Suite 4800, Chicago, Illinois 60606. Recorded as referral counsel for MTDC in connection with the declination of Matter No. 1031-00001.
These entries are for informational and tracking purposes only. Neither Aldridge, Paulson & Cho LLP nor Northfield McKay LLP is a client, former client, adverse party, or co-counsel of Calderwood & Harkness LLP in any current or former matter. The referral counsel entries do not create or imply any professional relationship between Calderwood & Harkness and the referral firms, and the entries are maintained solely to provide a complete record of the disposition of Matter No. 1031-00001 for future reference.
IV. Financial Summary for Database Record
The following financial data have been recorded in the Conflicts Database in connection with Matter No. 1031-00001:
Matter No. 1031-00001 — Financial Status at Closure:
No attorney time was billed to Matter No. 1031-00001 at any point during the intake process. The Conflicts Committee review and all related administrative activities (conflicts searches, ethics analysis, committee deliberations, correspondence) were conducted as internal administrative matters and charged to the firm's general administrative overhead, consistent with standard firm policy. No fee of any kind was generated, invoiced, or received from MTDC.
Estimated Foregone Fees. Based on the scope of the proposed engagement and the anticipated duration and complexity of the CID defense, class action defense, and related advisory and cross-claim work, the estimated foregone fees attributable to the declination of Matter No. 1031-00001 range from $3,500,000 to $5,200,000 over a projected eighteen- to twenty-four-month engagement period. This figure is recorded in the Conflicts Database for management reporting purposes only and does not reflect an actual loss or a receivable.
MTDC Annual Outside-Counsel Budget. Per information provided by Terrence Whitfield during the initial contact on May 6, 2024, MTDC's annual outside-counsel budget is approximately $14,800,000. This figure is recorded in the Conflicts Database for business-development tracking purposes only.
MTDC Annual Operating Budget. MTDC's annual operating budget is approximately $3,200,000,000 (three billion, two hundred million dollars), reflecting its status as a major metropolitan transit authority. This figure is recorded for entity-profile and context purposes.
MTDC BIPA Exposure. Based on estimates prepared by Lakefront Actuarial Advisors, LLC (MTDC's consulting actuary), and referenced in publicly available filings, MTDC's potential BIPA exposure in the putative class action (Case No. 2024-CH-04417) ranges from $12,400,000 (negligent-violation floor, calculated as 12,400 putative class members multiplied by the statutory minimum of $1,000 per violation under 740 ILCS 14/20(1)) to $62,000,000 (intentional-violation ceiling, calculated as 12,400 putative class members multiplied by the statutory maximum of $5,000 per violation under 740 ILCS 14/20(2)). These figures are recorded for contextual reference only and do not reflect any assessment or opinion by Calderwood & Harkness LLP.
V. Applicable Ethics Rules Noted in Database
The following ethics-rule references have been recorded in the Conflicts Database as part of the record for Matter No. 1031-00001, in order to document the legal basis for the declination and to facilitate future analysis in the event of related conflicts issues:
Illinois Rules of Professional Conduct, Rule 1.7 — Conflict of Interest: Current Clients.
•  Rule 1.7(a)(1) — Direct Adversity. A lawyer shall not represent a client if the representation involves a concurrent conflict of interest, which exists if the representation of one client will be directly adverse to another client. The Conflicts Committee determined that the proposed MTDC engagement would be directly adverse to Pinnacle, a current client, because the MTDC engagement would require the firm to investigate and potentially assert cross-claims and indemnification proceedings against Pinnacle.
•  Rule 1.7(a)(2) — Material Limitation. A concurrent conflict of interest also exists if there is a significant risk that the representation of one or more clients will be materially limited by the lawyer's responsibilities to another client, a former client, or a third person, or by a personal interest of the lawyer. The Committee determined that the firm's representation of MTDC would be materially limited by its responsibilities to Pinnacle, given the directly opposing legal positions required and the firm's possession of Pinnacle confidential information.
•  Rule 1.7(b) — Waivability. Notwithstanding the existence of a concurrent conflict of interest, a lawyer may represent a client if, inter alia, the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client and each affected client gives informed consent, confirmed in writing. The Committee determined that this conflict is unwaivable because the threshold requirement of Rule 1.7(b)(1) cannot be satisfied — no reasonable lawyer could conclude that competent and diligent representation of both MTDC and Pinnacle is possible under the circumstances.
Illinois Rules of Professional Conduct, Rule 1.9 — Duties to Former Clients.
Rule 1.9 was noted in the supporting ethics analysis as inapplicable to the present conflict, because Pinnacle is a current — not a former — client of the firm. The rule is referenced in the database record for completeness and to ensure that future analysts are aware that the Rule 1.9 analysis was considered and addressed in the underlying ethics memoranda.
Illinois Rules of Professional Conduct, Rule 1.10 — Imputation of Conflicts of Interest: General Rule.
Rule 1.10 governs the imputation of conflicts of interest within a law firm and provides, in certain circumstances, for the screening of disqualified lawyers as a means of permitting a firm to undertake representation notwithstanding a conflict attributable to one of its lawyers. The Conflicts Committee noted that the screening provisions of Rule 1.10 are not available to cure this conflict, because the conflict arises from the concurrent representation of Pinnacle by Jonathan Mercer, a current partner of Calderwood & Harkness, and not from the imputed disqualification of a lateral hire who previously represented an adverse party at a prior firm. Accordingly, screening is inapplicable.
VI. Instructions for Future Conflicts Searches
The following standing instructions are recorded in the Conflicts Database and shall govern the handling of future conflicts searches that return matches to any of the parties or subject matter documented in this memorandum:
1.  Flagging Requirement. Any conflicts search that returns a match on any of the following names, entities, or terms must be flagged by the reviewing conflicts analyst for heightened review: Metropolitan Transit Development Corp.; MTDC; Metro Transit; Terrence Whitfield; Lucia Marchetti; Darnell Okafor; Pinnacle Workforce Analytics, Inc.; Pinnacle; TruScan 360; Gregory Harmon; Sandra Yee; or any of the related parties listed in Section III.B above (including but not limited to Hargrove, Tillman & Reese LLP; Kessler, Brandt & O'Neill LLP; Lakefront Actuarial Advisors, LLC; Meridian Trust National Bank; Office of the Illinois Attorney General, Bureau of Civil Rights; Ridgeway & Falk LLP; Aldridge, Paulson & Cho LLP; and Northfield McKay LLP).
2.  Consultation Requirement. If a future proposed engagement involves MTDC or Pinnacle in any capacity — whether as a prospective client, an adverse party, a co-party, a third-party witness, a vendor, or otherwise — the reviewing conflicts analyst must consult this memorandum and the Conflicts Committee Resolution dated May 14, 2024, before proceeding with the conflicts-clearance process. The analyst must ensure that the requesting attorney and the responsible partner for the proposed engagement are made aware of the history documented herein and of the sensitivity of the prior declination.
3.  Escalation Requirement. Any questions regarding the sensitivity of this record, the scope of the underlying conflict, or the applicability of this memorandum to a new proposed engagement should be directed promptly to the Director of Conflicts & New Business (currently Colleen Farrow) or the firm's General Counsel (currently Helen Drazkowski). Under no circumstances should a new engagement involving MTDC or Pinnacle be approved or opened without the prior review and written authorization of either the Director of Conflicts & New Business or the General Counsel.
4.  Ongoing Monitoring. The Conflicts & New Business Department will monitor publicly available developments in the MTDC CID investigation (CID Ref. No. CRB-2024-0417) and the class action (Davis et al. v. Metropolitan Transit Development Corp., Case No. 2024-CH-04417) for any developments that may affect the firm's existing representation of Pinnacle under Matter No. 1031-00001 or that may give rise to new conflicts issues. Any material developments will be reported to the Conflicts Committee and, as appropriate, to Jonathan Mercer as responsible partner for the Pinnacle engagement.
VII. Document Retention
This memorandum and all supporting documentation are retained in Calderwood & Harkness LLP's document management system in accordance with the firm's Document Retention and Destruction Policy (rev. October 2023). The applicable retention parameters are as follows:
Retention Category: Declined Engagements — Conflicts.
Retention Period: Seven (7) years from the date of formal closure of the declined matter (i.e., seven years from May 23, 2024, resulting in a scheduled review date of May 23, 2031). At the conclusion of the retention period, the record will be reviewed by the Director of Conflicts & New Business and the General Counsel to determine whether continued retention is warranted based on the then-current status of the related Pinnacle engagement, any ongoing litigation or regulatory proceedings, or other relevant considerations.
Documents Subject to Retention. The following documents are retained under this retention category and are maintained in the firm's document management system under Matter No. 1031-00001:
1.  This Conflicts Database Update Memorandum, dated May 23, 2024;
2.  Conflicts Committee Analysis Memorandum (Final), dated May 14, 2024;
3.  Conflicts Committee Meeting Minutes, dated May 14, 2024;
4.  Conflicts Committee Resolution, signed by Lawrence Keating, dated May 14, 2024;
5.  Ethics Analysis Memorandum re: Illinois Rules of Professional Conduct 1.7 and 1.10, prepared by Helen Drazkowski, dated May 13, 2024;
6.  Round 1 Conflicts Report, dated May 10, 2024;
7.  Round 2 Conflicts Report (Supplemental — Expanded Parties), dated May 13, 2024;
8.  Declination Letter from Rachel Bernstein to Terrence Whitfield, dated May 17, 2024;
9.  Referral Letter from Rachel Bernstein to Terrence Whitfield, dated May 20, 2024;
10.  New-Matter Intake Form for Matter No. 1031-00001, dated May 9, 2024;
11.  All internal correspondence related to the conflicts review and declination of Matter No. 1031-00001.
Responsible Custodian: Colleen Farrow, Director, Conflicts & New Business, Calderwood & Harkness LLP.
Access Restrictions. Access to the documents retained under Matter No. 1031-00001 is restricted to the following authorized personnel: the Director of Conflicts & New Business, the General Counsel, the Chair of the Conflicts Committee, and such other partners or firm personnel as may be specifically authorized by the General Counsel in writing. All documents are classified as Privileged and Confidential — Attorney Work Product.
VIII. Certification
I, Colleen Farrow, Director of Conflicts & New Business at Calderwood & Harkness LLP, hereby certify that the conflicts database updates described in this memorandum have been implemented in the firm's conflicts database as of the date set forth below, and that the information contained in this memorandum is accurate and complete to the best of my knowledge and belief based on the records and documentation available to me.
This memorandum constitutes the permanent administrative record for the database entries and updates related to the declination and closure of Matter No. 1031-00001 (Metropolitan Transit Development Corp.).
CALDERWOOD & HARKNESS LLP
By: ________
Name: Colleen Farrow
Title: Director, Conflicts & New Business
Date: May 23, 2024
Calderwood & Harkness LLP One North Wacker Drive, Suite 4200 Chicago, Illinois 60606 (Chicago Office)
600 Lexington Avenue, 38th Floor New York, New York 10022 (Firm Headquarters)
DISTRIBUTION (CONFIDENTIAL)
This memorandum has been distributed to the following authorized recipients:
1.  Helen Drazkowski, General Counsel, Calderwood & Harkness LLP
2.  Lawrence Keating, Senior Partner; Chair, Conflicts Committee, Calderwood & Harkness LLP
3.  Rachel Bernstein, Partner, Privacy & Data Security, Calderwood & Harkness LLP
4.  Jonathan Mercer, Partner, intellectual Property / Patent Litigation, Calderwood & Harkness LLP
5.  Conflicts & New Business Department File (Matter No. 1031-00001)
No further distribution is authorized without the prior written consent of the General Counsel.
Role | Attorney | Office
Responsible Partner | Rachel Bernstein | Chicago
Billing Partner | Miriam Calloway | Chicago
Lead Associate | Devon Archer | Chicago
Working Associate | Nadia Petrov | Chicago
Field | Entry
Client Status | Declined Prospective Client (not a current or former client)
Full Legal Name | Metropolitan Transit Development Corp.
Short Name / Aliases | MTDC; Metro Transit
Entity Type | Unit of local government; special-purpose transit authority (Illinois)
Organizing Statute | Illinois Local Mass Transit District Act (70 ILCS 3610/1 et seq.)
EIN | 36-6041928
Principal Address | 550 West Harrison Street, Suite 1400, Chicago, IL 60607
Key Contacts | Terrence Whitfield (General Counsel); Lucia Marchetti (CISO); Darnell Okafor (Executive Director)
Associated Matter No. | 1031-00001 (Closed — Conflicts Declination)
Reason for Declination | Unwaivable current-client conflict under Illinois Rules of Professional Conduct 1.7(a)(1) and 1.7(a)(2); cross-reference to Pinnacle Workforce Analytics, Inc. (Matter No. 1031-00001)
Date of Intake Opening | May 9, 2024
Date of Declination | May 14, 2024 (Conflicts Committee determination); May 17, 2024 (prospective client notified)
Date of Formal Closure | May 23, 2024
Referring Firm | Hargrove, Tillman & Reese LLP (Constance Hargrove)
Responsible Partner (Proposed) | Rachel Bernstein
Billing Partner (Proposed) | Miriam Calloway
Attorney-Client Relationship Formed | No
Confidential Materials Received from Prospective Client | No
Field | Entry
Full Legal Name | Pinnacle Workforce Analytics, Inc.
Short Name | Pinnacle
Entity Type | Corporation (Delaware; HQ: Virginia)
EIN | 54-2198437
HQ Address | 11900 Sunrise Valley Drive, Suite 500, Reston, VA 20191
Registered Agent (DE) | Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, DE 19801
Key Contacts | Gregory Harmon (CEO); Sandra Yee (General Counsel)
Active Matter No. | 1031-00001
Responsible / Billing Partner | Jonathan Mercer
Lead Associate | Priya Subramaniam
Client Annual Revenues | Approximately $485 million
FY 2023 Actual Billings | $2,137,500
Category | Amount
Total Billings | $0.00
Total Disbursements | $0.00
Work-in-Progress (WIP) | $0.00
Accounts Receivable | $0.00
Billable Time Recorded | 0.0 hours

MEMORANDUM — PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

DISTRIBUTION (CONFIDENTIAL)

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