Contract analysis

I. Purpose and Engagement Context This memorandum sets forth the detailed scope of work for Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC, located at 444 Castro Street, Suite 800, Mountain View, California 94041, who has been retained pursuant to the Expert Retention Letter dated March 1, 2023. The purpose of this memorandum is to provide Dr. Makhija and the defense team with a comprehensive, integrated des

II. Expert Opinion Objectives Dr. Makhija's engagement is directed toward three overarching opinion objectives, each of which relates to a distinct element of the class certification analysis under California Code of Civil Procedure § 382 and the framework established in Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004, Duran v. Brightwater Securities (2014) 59 Cal.4th 1, and their progeny. These opi

1. Facility 1 — 8500 Sunset Boulevard, Suite 1400, West Hollywood, CA 90069: AMA's corporate headquarters and primary post-production facility, housing executive offices, post-production editing suites, and administrative support functions.

2. Facility 2 — 4024 Penmark Strategy Partners Avenue, Studio City, CA 91604: Stage A and Stage B, primarily used for unscripted television production, including studio-based game shows and competition formats.

3. Facility 3 — 15301 Ventura Boulevard, Suite 300, Sherman Oaks, CA 91403: AMA's digital content production facility, housing teams that produce short-form content for streaming platforms and social media distribution.

4. Facility 4 — 3800 West Alameda Avenue, Burbank, CA 91505: Live events and field production coordination facility, serving as the operational hub for AMA's live entertainment events (concerts, award shows, and televised specials) and outdoor/adventure field production units.

5. Facility 5 — 1438 North Gower Street, Hollywood, CA 90028: Scripted development facility, housing the creative development team, writers' rooms, and pre-production operations for AMA's scripted content pipeline.

6. Facility 6 — 2120 Colorado Avenue, Santa Monica, CA 90404: AMA's e-commerce studio, where product demonstration and promotional content is produced for digital retail platforms.

7. Facility 7 — 888 North Sepulveda Boulevard, El Segundo, CA 90245: Post-production annex, functioning as an overflow facility for post-production editing, color correction, sound mixing, and quality control operations. During the class period, AMA operated 14 distinct show units across these 7 facilities under IWC Wage Order 12. These show units span fundamentally different operational profiles, including studio-ba

III. Data Sets to Be Analyzed Dr. Makhija's analysis will draw upon six primary categories of data and documentary materials, as described in detail below. The firm is in the process of collecting and organizing these materials, and Dr. Makhija should submit a formal data request to the firm by March 15, 2023, specifying any additional data needs or formatting requirements beyond those described herein. A. NovaPay So

1. Punch Records: All clock-in and clock-out records for AMA non-exempt employees at all 7 California facilities for the class period (November 1, 2018 through the present, or the earliest available date in the NovaPay system, which is January 1, 2019, the date on which AMA's engagement with NovaPay commenced). These records include employee ID, facility code, date, clock-in time, clock-out time, and any manual adjus

2. Auto-Deduction Records: All records reflecting automatic 30-minute meal period deductions applied by the TimeTrack Pro system, including the system's configuration settings for the auto-deduction threshold. Notably, the auto-deduction threshold was initially configured at 6 hours — meaning the system automatically deducted a 30-minute meal period from any shift of 6 hours or longer. This 6-hour threshold is incons

3. Missed Meal Attestation Records: All records reflecting employee use of the Missed Meal Attestation feature, including date, time, employee ID, facility code, and any free-text comments entered by the employee. These records are critical for analyzing facility-by-facility variation in attestation usage rates and for assessing whether the attestation feature functioned as an effective corrective mechanism for the a

4. System Configuration Logs: Historical logs showing when the Missed Meal Attestation feature was activated or deactivated at each facility, including the dates of all configuration changes and the identity of the personnel who authorized or implemented each change. These logs will allow Dr. Makhija to establish the precise timeline of feature availability at each facility and to identify any periods during which th

1. Employee Roster: A complete list of all non-exempt, hourly employees employed at AMA's California facilities at any point during the class period, totaling approximately 1,850 individuals. The roster should include, for each employee: employee ID, full name, hire date, separation date (if applicable), facility assignment (including history of assignments if the employee transferred between facilities), show unit a

2. Payroll Summary Reports: Aggregate payroll data by pay period for each non-exempt employee, including gross wages, regular wages, overtime wages (at 1.5x and 2x rates), meal period premiums paid, and rest period premiums paid. These reports will allow Dr. Makhija to cross-reference TimeTrack Pro data against actual payroll records and to assess the extent to which AMA paid meal and rest period premiums during the

3. Employee Transfer and Reassignment Records: Records documenting any transfers or reassignments of non-exempt employees between facilities or show units during the class period. These records are directly relevant to the variability analysis, as employees who worked at multiple facilities or on multiple show units may have experienced materially different working conditions at different points in their employment,

4. Employee Complaint Records: Records of the 14 formal complaints received by AMA's HR department during the class period that related to meal and rest break issues. Dr. Makhija should analyze the distribution of these complaints across facilities and show units to determine whether complaints were concentrated in particular locations or operational contexts, which would further support the defense's variability arg

1. Production Schedules and Call Sheets: Daily call sheets for each of the 14 show units across the class period. Call sheets are the standard production document that establishes the schedule for each production day, including call time (the time at which cast and crew are expected to report), expected wrap time (the anticipated end of the production day), scheduled meal breaks (typically designated as "Meal 1" and

2. Show Unit Profiles: For each of the 14 show units that operated during the class period, AMA should provide a summary profile including: show name, production type (studio-based, field-based, live event, post-production, digital content, or e-commerce), typical shift length, typical number of production days per week, production season dates (including hiatus periods), and facility assignment. These profiles will

3. Staffing Reports: Supervisor-to-employee ratios and staffing levels at each facility and show unit, by time period. These reports will support the supervisory structure mapping component of Dr. Makhija's organizational analysis, as described in Section IV below. D. AMA Policies and Training Materials Dr. Makhija should review AMA's written policies and any training materials related to meal and rest break complian

1. The AMA Employee Handbook (March 2021 revision), with particular attention to Section 4.3 (Meal Periods), Section 4.4 (Rest Periods), and Section 4.7 (Timekeeping). Earlier versions of the handbook, if available, should also be obtained to identify any changes in policy during the class period.

2. AMA's standalone Meal and Rest Break Policy, effective January 1, 2019, which was distributed to all non-exempt employees at the time of NovaPay TimeTrack Pro implementation.

3. Any training materials, memoranda, email communications, or other documents regarding the TimeTrack Pro system, including the Missed Meal Attestation feature, that were distributed to employees, supervisors, or management during the class period. It should be noted that preliminary review of AMA's document production has not identified any formal training materials specific to the Missed Meal Attestation feature,

4. AMA's Acceptable Use and Confidentiality Policy (March 2021 revision), to the extent it addresses employee use of electronic timekeeping systems. E. Deposition Transcripts (As They Become Available) As depositions are taken during the class certification discovery phase, Dr. Makhija should review and incorporate relevant testimony into his analysis. The following depositions are currently scheduled or anticipated:

IV. Analytical Methodology Dr. Makhija's analysis should employ a multi-method approach combining quantitative statistical analysis of the TimeTrack Pro and payroll data with qualitative organizational and structural analysis of AMA's production operations. The specific methodological components are described below. A. Quantitative Analysis of TimeTrack Pro Data The quantitative analysis of the TimeTrack Pro data sho

1. Shift Length Distribution Analysis. For each of the 7 facilities and each of the 14 show units, Dr. Makhija should compute the distribution of shift lengths across the class period, including the mean, median, standard deviation, interquartile range, and key percentiles (10th, 25th, 75th, and 90th). The resulting distributions should be compared across facilities and across show units to identify statistically sig

2. Overtime Frequency Analysis. For each facility and show unit, Dr. Makhija should calculate the frequency of overtime shifts, defined as shifts exceeding 8 hours (daily overtime threshold under California Labor Code § 510), shifts exceeding 10 hours (threshold for the double-time rate), and shifts exceeding 12 hours (threshold for extended workday provisions). Overtime rates should be expressed as a percentage of t

3. Meal Period Timing Analysis. Using punch data, Dr. Makhija should analyze the timing and duration of meal periods at each facility and show unit. It should be noted that the auto-deduction system may obscure actual meal period timing in cases where employees were not required to separately clock out for and clock back in from meal periods. At facilities and show units where separate meal-period punches were record

4. Missed Meal Attestation Rate Analysis. For each facility where the Missed Meal Attestation feature was activated (Facilities 1, 3, 5, and 6), Dr. Makhija should calculate the attestation rate, defined as the percentage of eligible shifts (i.e., shifts to which a 30-minute auto-deduction was applied) where the employee recorded a missed-meal attestation. These rates should be compared across facilities and analyzed

5. Seasonal and Show-Cycle Variation Analysis. Dr. Makhija should analyze whether meal and rest break patterns vary by season (e.g., higher missed-meal rates during peak production months versus hiatus periods), by production phase (pre-production, active production, post-production, hiatus), or by show unit lifecycle stage (new show launch versus established franchise with settled production rhythms). This analysis

1. Supervisory Structure Mapping. For each of the 14 show units, Dr. Makhija should map the supervisory chain from the UPM or Line Producer down to the non-exempt production-support employees who comprise the putative class. This mapping should identify the number of supervisory personnel, the span of control (number of non-exempt employees per supervisor), and the degree of supervisory autonomy exercised by each UPM

2. Facility Type Classification. Dr. Makhija should classify each of the 7 facilities by operational type — studio-based production, field-based production, live events, post-production, digital content, or e-commerce — and analyze whether facility type correlates with break practice patterns as reflected in the TimeTrack Pro data. If statistically significant correlations exist between facility type and break practi

3. Job Function Analysis. Dr. Makhija should analyze whether meal and rest break experiences differ by job function (production coordinator, post-production assistant, segment coordinator, studio technician, camera operator, etc.) within and across show units. If employees in different job functions at the same facility experience materially different break patterns, this would further support the defense's position

V. Expected Output and Opinions Based on preliminary review of the available information and the analytical methodology described above, the following opinions are anticipated. These opinions are, of course, subject to confirmation and refinement through the actual data analysis, and Dr. Makhija should not commit to any opinion that is not supported by the data. The firm's objective is to present the most defensible,

VI. Deliverables and Timeline The following table sets forth the anticipated deliverables and deadlines for Dr. Makhija's engagement. All dates are subject to adjustment based on the pace of data production and any changes to the Court's scheduling order. Dr. Makhija should note that the draft report deadline of May 5, 2023 assumes receipt of all critical data sets (including the NovaPay TimeTrack Pro data and AMA HR

VII. Coordination with Defense Economics Expert Dr. Makhija's work should be coordinated with, but maintained independent of, the parallel engagement of Dr. Catherine Lindstrom of Hargrove Analytics Inc., located at 515 South Figueroa Street, Suite 1100, Los Angeles, California 90071. Dr. Lindstrom has been separately retained by Calderwood & Harkness on behalf of AMA to analyze and rebut Plaintiffs' damages model, w

VIII. Compensation and Budget Pursuant to the Expert Retention Letter dated March 1, 2023, the following billing rates apply to Dr. Makhija's engagement: • Dr. Rajesh Makhija, Principal Expert: $650 per hour • Senior Research Analyst (Workforce Dynamics Consulting LLC staff): $350 per hour • Research Analyst (Workforce Dynamics Consulting LLC staff): $225 per hour The estimated budget for the engagement, encompassing

IX. Confidentiality and Privilege All materials provided to Dr. Makhija in connection with this engagement are confidential and subject to the Stipulated Protective Order entered in Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214, on February 15, 2023 (the "Protective Order"). The Protective Order establishes a two-tier confidentiality designation system: • CONFIDENTIAL: Information designated as C

X. Contact Information For all communications related to this engagement, the following contact information should be used: Primary Calderwood & Harkness Contact: Devon Archer, Senior Associate Calderwood & Harkness LLP 777 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7238 Email: darcher@calderwoodharkness.com Secondary Calderwood & Harkness Contact: Nadia Petrov, Associate Cal