letter-novapay-subpoena-compliance.docx

1017-00004 · Entities. Aurelius Global Media Group · Discovery/Class Action

letter-novapay-subpoena-compliance.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7000 Facsimile: (213) 555-7001 www.calderwoodharkness.com

February 12, 2023

VIA EMAIL (myee@novapaysolutions.com)

Marcus Yee Director, Client Data Services NovaPay Solutions Inc. 2200 Powell Street, Suite 600 Emeryville, CA 94608

Re: Third-Party Subpoena — Fuentes v. Aurelius Media Americas Inc., Superior Court of the State of California, County of Los Angeles, Case No. 22STCV38214

C&H Matter No.: 1017-00004

Dear Mr. Yee:

Enclosed with this letter is a copy of the Subpoena Duces Tecum issued to NovaPay Solutions Inc. ("NovaPay") on February 8, 2023, in connection with the above-referenced litigation currently pending before the Superior Court of the State of California, County of Los Angeles. This letter accompanies the subpoena and is intended to provide additional context regarding the scope of data requested, the format in which we request that data be produced, and the logistical framework for NovaPay's compliance. We appreciate your attention to this matter and look forward to working with you and your team to facilitate a timely and efficient production.

I. Background

Aurelius Media Americas Inc. ("AMA") has been a client of NovaPay Solutions since approximately January 1, 2019. AMA is a Delaware corporation qualified to do business in the State of California, with its principal office located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069. AMA is a wholly owned subsidiary of Aurelius Global Media Group PLC, a United Kingdom-headquartered publicly traded media, entertainment, and e-commerce conglomerate.

Since the inception of the client relationship, AMA has utilized NovaPay's proprietary "TimeTrack Pro" electronic timekeeping system for its California-based non-exempt, hourly employees. AMA currently operates seven production and office facilities across the state of California, and TimeTrack Pro is deployed at each of these locations to record employee time entries, manage meal period deductions, and generate payroll summary data.

The timekeeping data maintained by NovaPay through the TimeTrack Pro platform is central to the claims and defenses at issue in this litigation. Fuentes v. Aurelius Media Americas Inc. is a putative class action alleging wage-and-hour violations under the California Labor Code and applicable Industrial Welfare Commission Wage Orders. The operative complaint asserts claims for, among other things, failure to provide compliant meal periods, failure to provide compliant rest breaks, failure to pay for all hours worked (including off-the-clock work), and related derivative claims under the California Private Attorneys General Act ("PAGA") and Business and Professions Code Section 17200. The putative class is alleged to encompass approximately 1,850 current and former non-exempt, hourly employees who worked at AMA's California facilities during the period from November 1, 2018 to the present.

Calderwood & Harkness LLP represents AMA as defense counsel in this matter. Nadia Petrov is an associate on the engagement team, under the supervision of Renata Vasquez (Responsible Partner) and Devon Archer (Lead Associate). All communications regarding this subpoena and the data production should be directed to Ms. Petrov, whose contact information is provided at the conclusion of this letter.

II. Scope of Data Request

The subpoena identifies five categories of data and documents to be produced by NovaPay. Set forth below is a detailed description of each category, together with additional context intended to assist NovaPay's data extraction team in identifying and producing the responsive records. We have endeavored to be as specific as possible in order to minimize ambiguity and reduce the need for follow-up requests.

A. Punch Records

We request all clock-in and clock-out records for AMA non-exempt employees at all seven California facilities for the period beginning November 1, 2018 (or the earliest date available in the TimeTrack Pro system, if later) through and including the date of production. The seven California facilities are identified as follows:

1. 8500 Sunset Boulevard, Suite 1400, West Hollywood, CA 90069 — Headquarters and post-production operations;

2. 4024 Radford Avenue, Studio City, CA 91604 — Stage A and Stage B, unscripted production;

3. 15301 Ventura Boulevard, Suite 300, Sherman Oaks, CA 91403 — Digital content operations;

4. 3800 W. Alameda Avenue, Burbank, CA 91505 — Live events and field production;

5. 1438 N. Gower Street, Hollywood, CA 90028 — Scripted development;

6. 2120 Colorado Avenue, Santa Monica, CA 90404 — E-commerce studio; and

7. 888 N. Sepulveda Boulevard, El Segundo, CA 90245 — Post-production annex.

For each punch record, the data should include, at a minimum, the following fields: employee name, employee identification number (employee ID), facility or location code, date, clock-in time (with timestamp precision to the minute), clock-out time (with timestamp precision to the minute), and total recorded hours for the shift. Where the TimeTrack Pro system captures additional metadata associated with a punch event — such as the device or terminal used, the method of entry (e.g., manual entry, badge swipe, biometric scan), or any supervisor override or edit flags — we request that such metadata be included as well.

We note that AMA's engagement with NovaPay commenced on approximately January 1, 2019, and accordingly, punch records predating that date may not exist within the TimeTrack Pro system. We respectfully request that NovaPay confirm the earliest available data date for punch records in the system as part of its response to this letter.

B. Meal Period Deduction Records

We request all records reflecting automatic deductions for meal periods applied to AMA employee time records. This request encompasses two sub-categories of information:

(i) Configuration Settings. All records documenting the configuration settings for the TimeTrack Pro auto-deduction feature as applied to AMA's account, including the threshold hours triggering the automatic deduction (i.e., the minimum shift length at which a meal period deduction is applied), the deduction amount (in minutes), and any changes, modifications, or updates to these configuration settings over time. We request both current and historical configuration records, so that any evolution of these parameters can be traced from the initial deployment of the system through the present.

(ii) Deduction Transaction Records. Records of each individual auto-deduction applied, organized by employee name and/or employee ID, date, and facility or location code. For each auto-deduction event, the data should reflect the amount of time deducted and, if available, the shift start and end times associated with the deduction.

For context, it is our understanding that AMA's TimeTrack Pro auto-deduction was configured to deduct 30 minutes from shifts of six (6) hours or more. This configuration — and the question of whether it was uniformly applied, whether employees had an adequate mechanism to report that a meal period was not actually taken, and whether the configuration changed over time — is a central issue in the litigation. Accordingly, we request any historical records showing when and by whom the auto-deduction parameters were initially configured, as well as any subsequent modifications to those parameters, including the dates of modification, the identity of the user or administrator who made the change, and any associated documentation such as work orders, support tickets, or internal correspondence.

C. Missed Meal Attestation Records

We request all records reflecting use of the "Missed Meal Attestation" feature by AMA employees within the TimeTrack Pro system. The Missed Meal Attestation feature, as we understand it, allows employees to affirmatively report that a meal period was missed, shortened, or interrupted during a shift. For each attestation event captured in the system, we request the following data fields: date of the attestation, time of the attestation entry, employee name and/or employee identification number, facility or location code, and any notation, reason code, or free-text comment entered by the employee at the time of the attestation.

In addition to the attestation transaction records themselves, we request historical records showing when the Missed Meal Attestation feature was activated or deactivated at each of AMA's seven California facilities. Specifically, we request:

• The specific dates on which the feature was activated or deactivated at each facility;

• The identity of the AMA or NovaPay personnel who made the configuration changes to activate or deactivate the feature;

• Any correspondence, work orders, support tickets, or system change logs documenting the decisions to activate or deactivate the feature; and

• Any training materials, user guides, or communications provided to AMA or to AMA employees concerning the use of the Missed Meal Attestation feature.

For context, and to assist NovaPay's team in understanding the significance of this request, we note the following: it has been identified through the course of discovery in this matter that the Missed Meal Attestation feature was activated at four of AMA's seven California facilities — specifically, the West Hollywood headquarters, the Sherman Oaks digital content facility, the Hollywood scripted development facility, and the Santa Monica e-commerce studio. The feature was not activated at the remaining three facilities: Studio City, Burbank, and El Segundo. Understanding the full activation and deactivation history, including the reasons for the inconsistent deployment of this feature across AMA's California operations, is critical to AMA's defense and to the Court's evaluation of the class certification issues in this case.

D. System Configuration Logs

We request historical system configuration logs for the TimeTrack Pro system as deployed for AMA's account. This request is broader than the specific auto-deduction and Missed Meal Attestation configuration records requested above, and is intended to capture the full universe of administrative and system-level changes to AMA's TimeTrack Pro instance over time. Specifically, we request:

• All configuration changes related to meal period auto-deduction settings, including but not limited to the records described in Section II.B above;

• All configuration changes related to the Missed Meal Attestation feature, including but not limited to the records described in Section II.C above;

• Any system audit trails reflecting user access to AMA's TimeTrack Pro instance, parameter modifications, administrative changes, or other system-level events logged by the platform;

• Any implementation, rollout, or deployment documentation from the initial January 2019 deployment of TimeTrack Pro for AMA, including project plans, configuration worksheets, requirements documents, user acceptance testing records, and go-live checklists; and

• Any documentation reflecting subsequent updates, upgrades, patches, or modifications to the TimeTrack Pro system as deployed for AMA's account, including any documentation reflecting the transition from the initial deployment to subsequent system versions.

We note that the TimeTrack Pro system rollout for AMA occurred in two waves: the first wave was deployed on or about January 1, 2019, and the second wave was deployed on or about March 2019. We request documentation reflecting both the first and second deployment waves, including any records indicating which facilities were included in each wave and any differences in the system configuration between the two waves.

E. Payroll Summary Reports

We request aggregate payroll reports for AMA's California non-exempt employees, organized by pay period, for the period beginning November 1, 2018 (or the earliest date available in the TimeTrack Pro system, if later) through and including the date of production. These reports should include, at a minimum, the following data elements for each pay period:

• Gross wages paid;

• Overtime wages paid at the 1.5× rate;

• Overtime wages paid at the 2.0× rate;

• Meal period premiums paid (i.e., one additional hour of pay at the employee's regular rate for each workday on which a compliant meal period was not provided);

• Rest period premiums paid (i.e., one additional hour of pay at the employee's regular rate for each workday on which a compliant rest period was not provided);

• Total hours worked; and

• Total meal period auto-deductions applied (in hours or minutes).

Where available, we request that payroll summary reports be broken out by facility or location code, so that facility-level trends and patterns can be analyzed. If NovaPay's standard reporting capabilities do not support a facility-level breakdown for all of the data elements listed above, we request that NovaPay identify which elements can and cannot be disaggregated by facility, so that we can assess the need for alternative data extraction methods.

III. Requested Format

To facilitate efficient analysis of the produced data, we respectfully request that all data be produced in delimited text format — either comma-separated values (CSV) or tab-delimited format — suitable for import into a database analysis tool. We anticipate that the data will be analyzed using relational database software and statistical analysis tools, and delimited text files are the most versatile and widely compatible format for these purposes.

Each data file should be accompanied by a comprehensive data dictionary and field description document, which should include, at a minimum:

• Field names and corresponding definitions;

• Data types and formats, including date formats (e.g., YYYY-MM-DD), time formats (e.g., HH:MM:SS in 24-hour notation), and numeric precision (e.g., hours recorded to two decimal places);

• Any codes or abbreviations used within the data, including but not limited to facility codes, employee status codes, reason codes for Missed Meal Attestation entries, punch method codes, and supervisor override codes; and

• Any known data quality issues, gaps, or anomalies that may affect the interpretation of the data.

For system configuration logs, implementation documentation, correspondence, work orders, and similar non-tabular records, native format is acceptable. This includes PDF, Microsoft Word, Microsoft Excel, or other original format in which such documents were created or maintained. We do not require that these materials be converted to delimited text format.

If any portion of the requested data exists in a database format that cannot be easily exported to CSV or tab-delimited text — for example, if certain records are stored in a proprietary database schema that requires custom query development — we request a discussion with NovaPay's technical team to explore alternative extraction methods. We are prepared to work collaboratively with NovaPay's data engineers to develop an extraction approach that is technically feasible and produces reliable output.

IV. Confidentiality

We wish to advise NovaPay that a Stipulated Protective Order has been entered in this case. The Protective Order was submitted to the Court on approximately February 15, 2023, and governs the treatment of confidential information produced in connection with the litigation. The Protective Order establishes two tiers of confidentiality designation: "CONFIDENTIAL" and "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY."

Data produced by NovaPay in response to this subpoena may be designated under either tier of the Protective Order. NovaPay is entitled to designate any of its produced data under the applicable confidentiality tier that it deems appropriate. Calderwood & Harkness will treat all data produced by NovaPay in strict accordance with the terms and conditions of the Protective Order, including all restrictions on disclosure, use, and access applicable to the designated tier.

We will provide NovaPay with a copy of the Protective Order upon request, or upon entry by the Court if it has not yet been entered at the time of NovaPay's production. We respectfully request that NovaPay advise us if it has any separate confidentiality concerns or requirements beyond those addressed by the Protective Order — for example, any contractual obligations to AMA or to third parties, any regulatory requirements, or any internal NovaPay policies governing the disclosure of client data in response to legal process. If such concerns exist, we are happy to discuss them and to work with NovaPay to address them in a manner consistent with NovaPay's obligations and the requirements of the subpoena.

V. Coordination with AMA

We wish to confirm that this subpoena has been coordinated with AMA's in-house legal team, and that AMA consents to the production of the requested data by NovaPay. AMA understands the scope of the data request set forth herein and will authorize NovaPay to produce responsive records in accordance with any data release, consent, or authorization procedures that may be required under NovaPay's standard client agreements or data governance policies.

The following AMA in-house personnel are available for coordination with NovaPay regarding the data production:

Gregory Tanaka Vice President, Legal & Compliance Aurelius Media Americas Inc. 8500 Sunset Boulevard, Suite 1400 West Hollywood, CA 90069

Email: gtanaka@aureliusmedia.com

Karen Fong Payroll Manager Aurelius Media Americas Inc. (Available for technical payroll and timekeeping questions)

Mr. Tanaka is authorized to execute any formal written authorization or data release on behalf of AMA, and Ms. Fong is available to assist NovaPay's technical team with questions regarding AMA's payroll structure, employee classification, facility codes, or other operational details that may be relevant to the data extraction process. If NovaPay requires a formal written authorization or data release from AMA prior to commencing the data extraction, please advise us at your earliest convenience and we will arrange for its prompt execution.

VI. Timeline and Logistics

We recognize that the data extraction and production process may require meaningful technical effort on the part of NovaPay's team, and we wish to work collaboratively with NovaPay to establish a realistic and mutually agreeable production timeline. Accordingly, we request that NovaPay provide an estimated timeline for data extraction and production upon receipt of this letter, including any anticipated milestones, dependencies, or potential obstacles.

To facilitate this process, we propose a preliminary telephone or video conference with NovaPay's technical team — including you, Mr. Yee, and any relevant data engineers, database administrators, or other technical personnel — to accomplish the following objectives:

• Clarify the scope of any requests that may be ambiguous or that require additional information from Calderwood & Harkness or AMA;

• Discuss the structure and format of the data extracts, including field-level specifications, data dictionary requirements, and any formatting considerations;

• Identify any technical limitations or challenges in extracting historical data from the TimeTrack Pro system, including any data retention limitations, archiving practices, or system migrations that may affect the availability of historical records; and

• Establish a production timeline, including interim milestones for the delivery of each category of data and any anticipated need for iterative review or quality assurance steps.

Calderwood & Harkness is available for such a call at NovaPay's convenience. We propose scheduling the call within the next five to seven business days, i.e., by no later than February 22, 2023. Devon Archer (Lead Associate) and Nadia Petrov (Associate) will participate on behalf of Calderwood & Harkness. If you would prefer an in-person meeting at NovaPay's Emeryville office, we are happy to accommodate that as well.

VII. Costs

We acknowledge that NovaPay may incur costs in connection with the extraction, compilation, formatting, and production of the data requested in the subpoena. Such costs may include, without limitation, data engineering labor, database query development, quality assurance and validation, and administrative overhead associated with document compilation and production logistics.

AMA has agreed to bear reasonable costs associated with NovaPay's compliance with the subpoena. We request that NovaPay provide a detailed cost estimate for the data extraction and production prior to commencing work, so that AMA can review and pre-approve the expenditure. AMA's outside counsel guidelines require pre-approval for individual vendor expenditures exceeding $5,000 per item, and we wish to ensure that any cost estimates are routed through the appropriate approval channels before work begins. The cost estimate should, to the extent practicable, be broken out by category of data (corresponding to the five categories described in Section II above) to facilitate AMA's internal budgeting and approval process.

Thank you for your cooperation in connection with this matter, Mr. Yee. We appreciate NovaPay's willingness to work with us to produce the data that is essential to the fair and efficient resolution of this litigation. We recognize the effort involved and are committed to making this process as smooth and straightforward as possible for NovaPay's team.

We respectfully request that you contact Nadia Petrov at your earliest convenience to discuss the timeline, logistics, and any questions you may have regarding the scope of the data request or the subpoena itself. Ms. Petrov can be reached directly at (213) 555-7251 or by email at npetrov@calderwoodharkness.com.

We look forward to hearing from you.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Nadia Petrov Associate (213) 555-7251 npetrov@calderwoodharkness.com

cc: Gregory Tanaka, Vice President, Legal & Compliance, Aurelius Media Americas Inc. (via email: gtanaka@aureliusmedia.com)

cc: Devon Archer, Lead Associate, Calderwood & Harkness LLP (via email: darcher@calderwoodharkness.com)

Encl.: Subpoena Duces Tecum issued to NovaPay Solutions Inc. (February 8, 2023)

CALDERWOOD & HARKNESS LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7000 Facsimile: (213) 555-7001 www.calderwoodharkness.com
February 12, 2023
VIA EMAIL (myee@novapaysolutions.com)
Marcus Yee Director, Client Data Services NovaPay Solutions Inc. 2200 Powell Street, Suite 600 Emeryville, CA 94608
Re: Third-Party Subpoena — Fuentes v. Aurelius Media Americas Inc., Superior Court of the State of California, County of Los Angeles, Case No. 22STCV38214
C&H Matter No.: 1017-00004
Dear Mr. Yee:
Enclosed with this letter is a copy of the Subpoena Duces Tecum issued to NovaPay Solutions Inc. ("NovaPay") on February 8, 2023, in connection with the above-referenced litigation currently pending before the Superior Court of the State of California, County of Los Angeles. This letter accompanies the subpoena and is intended to provide additional context regarding the scope of data requested, the format in which we request that data be produced, and the logistical framework for NovaPay's compliance. We appreciate your attention to this matter and look forward to working with you and your team to facilitate a timely and efficient production.
I. Background
Aurelius Media Americas Inc. ("AMA") has been a client of NovaPay Solutions since approximately January 1, 2019. AMA is a Delaware corporation qualified to do business in the State of California, with its principal office located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069. AMA is a wholly owned subsidiary of Aurelius Global Media Group PLC, a United Kingdom-headquartered publicly traded media, entertainment, and e-commerce conglomerate.
Since the inception of the client relationship, AMA has utilized NovaPay's proprietary "TimeTrack Pro" electronic timekeeping system for its California-based non-exempt, hourly employees. AMA currently operates seven production and office facilities across the state of California, and TimeTrack Pro is deployed at each of these locations to record employee time entries, manage meal period deductions, and generate payroll summary data.
The timekeeping data maintained by NovaPay through the TimeTrack Pro platform is central to the claims and defenses at issue in this litigation. Fuentes v. Aurelius Media Americas Inc. is a putative class action alleging wage-and-hour violations under the California Labor Code and applicable Industrial Welfare Commission Wage Orders. The operative complaint asserts claims for, among other things, failure to provide compliant meal periods, failure to provide compliant rest breaks, failure to pay for all hours worked (including off-the-clock work), and related derivative claims under the California Private Attorneys General Act ("PAGA") and Business and Professions Code Section 17200. The putative class is alleged to encompass approximately 1,850 current and former non-exempt, hourly employees who worked at AMA's California facilities during the period from November 1, 2018 to the present.
Calderwood & Harkness LLP represents AMA as defense counsel in this matter. Nadia Petrov is an associate on the engagement team, under the supervision of Renata Vasquez (Responsible Partner) and Devon Archer (Lead Associate). All communications regarding this subpoena and the data production should be directed to Ms. Petrov, whose contact information is provided at the conclusion of this letter.
II. Scope of Data Request
The subpoena identifies five categories of data and documents to be produced by NovaPay. Set forth below is a detailed description of each category, together with additional context intended to assist NovaPay's data extraction team in identifying and producing the responsive records. We have endeavored to be as specific as possible in order to minimize ambiguity and reduce the need for follow-up requests.
A. Punch Records
We request all clock-in and clock-out records for AMA non-exempt employees at all seven California facilities for the period beginning November 1, 2018 (or the earliest date available in the TimeTrack Pro system, if later) through and including the date of production. The seven California facilities are identified as follows:
1. 8500 Sunset Boulevard, Suite 1400, West Hollywood, CA 90069 — Headquarters and post-production operations;
2. 4024 Radford Avenue, Studio City, CA 91604 — Stage A and Stage B, unscripted production;
3. 15301 Ventura Boulevard, Suite 300, Sherman Oaks, CA 91403 — Digital content operations;
4. 3800 W. Alameda Avenue, Burbank, CA 91505 — Live events and field production;
5. 1438 N. Gower Street, Hollywood, CA 90028 — Scripted development;
6. 2120 Colorado Avenue, Santa Monica, CA 90404 — E-commerce studio; and
7. 888 N. Sepulveda Boulevard, El Segundo, CA 90245 — Post-production annex.
For each punch record, the data should include, at a minimum, the following fields: employee name, employee identification number (employee ID), facility or location code, date, clock-in time (with timestamp precision to the minute), clock-out time (with timestamp precision to the minute), and total recorded hours for the shift. Where the TimeTrack Pro system captures additional metadata associated with a punch event — such as the device or terminal used, the method of entry (e.g., manual entry, badge swipe, biometric scan), or any supervisor override or edit flags — we request that such metadata be included as well.
We note that AMA's engagement with NovaPay commenced on approximately January 1, 2019, and accordingly, punch records predating that date may not exist within the TimeTrack Pro system. We respectfully request that NovaPay confirm the earliest available data date for punch records in the system as part of its response to this letter.
B. Meal Period Deduction Records
We request all records reflecting automatic deductions for meal periods applied to AMA employee time records. This request encompasses two sub-categories of information:
(i) Configuration Settings. All records documenting the configuration settings for the TimeTrack Pro auto-deduction feature as applied to AMA's account, including the threshold hours triggering the automatic deduction (i.e., the minimum shift length at which a meal period deduction is applied), the deduction amount (in minutes), and any changes, modifications, or updates to these configuration settings over time. We request both current and historical configuration records, so that any evolution of these parameters can be traced from the initial deployment of the system through the present.
(ii) Deduction Transaction Records. Records of each individual auto-deduction applied, organized by employee name and/or employee ID, date, and facility or location code. For each auto-deduction event, the data should reflect the amount of time deducted and, if available, the shift start and end times associated with the deduction.
For context, it is our understanding that AMA's TimeTrack Pro auto-deduction was configured to deduct 30 minutes from shifts of six (6) hours or more. This configuration — and the question of whether it was uniformly applied, whether employees had an adequate mechanism to report that a meal period was not actually taken, and whether the configuration changed over time — is a central issue in the litigation. Accordingly, we request any historical records showing when and by whom the auto-deduction parameters were initially configured, as well as any subsequent modifications to those parameters, including the dates of modification, the identity of the user or administrator who made the change, and any associated documentation such as work orders, support tickets, or internal correspondence.
C. Missed Meal Attestation Records
We request all records reflecting use of the "Missed Meal Attestation" feature by AMA employees within the TimeTrack Pro system. The Missed Meal Attestation feature, as we understand it, allows employees to affirmatively report that a meal period was missed, shortened, or interrupted during a shift. For each attestation event captured in the system, we request the following data fields: date of the attestation, time of the attestation entry, employee name and/or employee identification number, facility or location code, and any notation, reason code, or free-text comment entered by the employee at the time of the attestation.
In addition to the attestation transaction records themselves, we request historical records showing when the Missed Meal Attestation feature was activated or deactivated at each of AMA's seven California facilities. Specifically, we request:
• The specific dates on which the feature was activated or deactivated at each facility;
• The identity of the AMA or NovaPay personnel who made the configuration changes to activate or deactivate the feature;
• Any correspondence, work orders, support tickets, or system change logs documenting the decisions to activate or deactivate the feature; and
• Any training materials, user guides, or communications provided to AMA or to AMA employees concerning the use of the Missed Meal Attestation feature.
For context, and to assist NovaPay's team in understanding the significance of this request, we note the following: it has been identified through the course of discovery in this matter that the Missed Meal Attestation feature was activated at four of AMA's seven California facilities — specifically, the West Hollywood headquarters, the Sherman Oaks digital content facility, the Hollywood scripted development facility, and the Santa Monica e-commerce studio. The feature was not activated at the remaining three facilities: Studio City, Burbank, and El Segundo. Understanding the full activation and deactivation history, including the reasons for the inconsistent deployment of this feature across AMA's California operations, is critical to AMA's defense and to the Court's evaluation of the class certification issues in this case.
D. System Configuration Logs
We request historical system configuration logs for the TimeTrack Pro system as deployed for AMA's account. This request is broader than the specific auto-deduction and Missed Meal Attestation configuration records requested above, and is intended to capture the full universe of administrative and system-level changes to AMA's TimeTrack Pro instance over time. Specifically, we request:
• All configuration changes related to meal period auto-deduction settings, including but not limited to the records described in Section II.B above;
• All configuration changes related to the Missed Meal Attestation feature, including but not limited to the records described in Section II.C above;
• Any system audit trails reflecting user access to AMA's TimeTrack Pro instance, parameter modifications, administrative changes, or other system-level events logged by the platform;
• Any implementation, rollout, or deployment documentation from the initial January 2019 deployment of TimeTrack Pro for AMA, including project plans, configuration worksheets, requirements documents, user acceptance testing records, and go-live checklists; and
• Any documentation reflecting subsequent updates, upgrades, patches, or modifications to the TimeTrack Pro system as deployed for AMA's account, including any documentation reflecting the transition from the initial deployment to subsequent system versions.
We note that the TimeTrack Pro system rollout for AMA occurred in two waves: the first wave was deployed on or about January 1, 2019, and the second wave was deployed on or about March 2019. We request documentation reflecting both the first and second deployment waves, including any records indicating which facilities were included in each wave and any differences in the system configuration between the two waves.
E. Payroll Summary Reports
We request aggregate payroll reports for AMA's California non-exempt employees, organized by pay period, for the period beginning November 1, 2018 (or the earliest date available in the TimeTrack Pro system, if later) through and including the date of production. These reports should include, at a minimum, the following data elements for each pay period:
• Gross wages paid;
• Overtime wages paid at the 1.5× rate;
• Overtime wages paid at the 2.0× rate;
• Meal period premiums paid (i.e., one additional hour of pay at the employee's regular rate for each workday on which a compliant meal period was not provided);
• Rest period premiums paid (i.e., one additional hour of pay at the employee's regular rate for each workday on which a compliant rest period was not provided);
• Total hours worked; and
• Total meal period auto-deductions applied (in hours or minutes).
Where available, we request that payroll summary reports be broken out by facility or location code, so that facility-level trends and patterns can be analyzed. If NovaPay's standard reporting capabilities do not support a facility-level breakdown for all of the data elements listed above, we request that NovaPay identify which elements can and cannot be disaggregated by facility, so that we can assess the need for alternative data extraction methods.
III. Requested Format
To facilitate efficient analysis of the produced data, we respectfully request that all data be produced in delimited text format — either comma-separated values (CSV) or tab-delimited format — suitable for import into a database analysis tool. We anticipate that the data will be analyzed using relational database software and statistical analysis tools, and delimited text files are the most versatile and widely compatible format for these purposes.
Each data file should be accompanied by a comprehensive data dictionary and field description document, which should include, at a minimum:
• Field names and corresponding definitions;
• Data types and formats, including date formats (e.g., YYYY-MM-DD), time formats (e.g., HH:MM:SS in 24-hour notation), and numeric precision (e.g., hours recorded to two decimal places);
• Any codes or abbreviations used within the data, including but not limited to facility codes, employee status codes, reason codes for Missed Meal Attestation entries, punch method codes, and supervisor override codes; and
• Any known data quality issues, gaps, or anomalies that may affect the interpretation of the data.
For system configuration logs, implementation documentation, correspondence, work orders, and similar non-tabular records, native format is acceptable. This includes PDF, Microsoft Word, Microsoft Excel, or other original format in which such documents were created or maintained. We do not require that these materials be converted to delimited text format.
If any portion of the requested data exists in a database format that cannot be easily exported to CSV or tab-delimited text — for example, if certain records are stored in a proprietary database schema that requires custom query development — we request a discussion with NovaPay's technical team to explore alternative extraction methods. We are prepared to work collaboratively with NovaPay's data engineers to develop an extraction approach that is technically feasible and produces reliable output.
IV. Confidentiality
We wish to advise NovaPay that a Stipulated Protective Order has been entered in this case. The Protective Order was submitted to the Court on approximately February 15, 2023, and governs the treatment of confidential information produced in connection with the litigation. The Protective Order establishes two tiers of confidentiality designation: "CONFIDENTIAL" and "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY."
Data produced by NovaPay in response to this subpoena may be designated under either tier of the Protective Order. NovaPay is entitled to designate any of its produced data under the applicable confidentiality tier that it deems appropriate. Calderwood & Harkness will treat all data produced by NovaPay in strict accordance with the terms and conditions of the Protective Order, including all restrictions on disclosure, use, and access applicable to the designated tier.
We will provide NovaPay with a copy of the Protective Order upon request, or upon entry by the Court if it has not yet been entered at the time of NovaPay's production. We respectfully request that NovaPay advise us if it has any separate confidentiality concerns or requirements beyond those addressed by the Protective Order — for example, any contractual obligations to AMA or to third parties, any regulatory requirements, or any internal NovaPay policies governing the disclosure of client data in response to legal process. If such concerns exist, we are happy to discuss them and to work with NovaPay to address them in a manner consistent with NovaPay's obligations and the requirements of the subpoena.
V. Coordination with AMA
We wish to confirm that this subpoena has been coordinated with AMA's in-house legal team, and that AMA consents to the production of the requested data by NovaPay. AMA understands the scope of the data request set forth herein and will authorize NovaPay to produce responsive records in accordance with any data release, consent, or authorization procedures that may be required under NovaPay's standard client agreements or data governance policies.
The following AMA in-house personnel are available for coordination with NovaPay regarding the data production:
Gregory Tanaka Vice President, Legal & Compliance Aurelius Media Americas Inc. 8500 Sunset Boulevard, Suite 1400 West Hollywood, CA 90069
Email: gtanaka@aureliusmedia.com
Karen Fong Payroll Manager Aurelius Media Americas Inc. (Available for technical payroll and timekeeping questions)
Mr. Tanaka is authorized to execute any formal written authorization or data release on behalf of AMA, and Ms. Fong is available to assist NovaPay's technical team with questions regarding AMA's payroll structure, employee classification, facility codes, or other operational details that may be relevant to the data extraction process. If NovaPay requires a formal written authorization or data release from AMA prior to commencing the data extraction, please advise us at your earliest convenience and we will arrange for its prompt execution.
VI. Timeline and Logistics
We recognize that the data extraction and production process may require meaningful technical effort on the part of NovaPay's team, and we wish to work collaboratively with NovaPay to establish a realistic and mutually agreeable production timeline. Accordingly, we request that NovaPay provide an estimated timeline for data extraction and production upon receipt of this letter, including any anticipated milestones, dependencies, or potential obstacles.
To facilitate this process, we propose a preliminary telephone or video conference with NovaPay's technical team — including you, Mr. Yee, and any relevant data engineers, database administrators, or other technical personnel — to accomplish the following objectives:
• Clarify the scope of any requests that may be ambiguous or that require additional information from Calderwood & Harkness or AMA;
• Discuss the structure and format of the data extracts, including field-level specifications, data dictionary requirements, and any formatting considerations;
• Identify any technical limitations or challenges in extracting historical data from the TimeTrack Pro system, including any data retention limitations, archiving practices, or system migrations that may affect the availability of historical records; and
• Establish a production timeline, including interim milestones for the delivery of each category of data and any anticipated need for iterative review or quality assurance steps.
Calderwood & Harkness is available for such a call at NovaPay's convenience. We propose scheduling the call within the next five to seven business days, i.e., by no later than February 22, 2023. Devon Archer (Lead Associate) and Nadia Petrov (Associate) will participate on behalf of Calderwood & Harkness. If you would prefer an in-person meeting at NovaPay's Emeryville office, we are happy to accommodate that as well.
VII. Costs
We acknowledge that NovaPay may incur costs in connection with the extraction, compilation, formatting, and production of the data requested in the subpoena. Such costs may include, without limitation, data engineering labor, database query development, quality assurance and validation, and administrative overhead associated with document compilation and production logistics.
AMA has agreed to bear reasonable costs associated with NovaPay's compliance with the subpoena. We request that NovaPay provide a detailed cost estimate for the data extraction and production prior to commencing work, so that AMA can review and pre-approve the expenditure. AMA's outside counsel guidelines require pre-approval for individual vendor expenditures exceeding $5,000 per item, and we wish to ensure that any cost estimates are routed through the appropriate approval channels before work begins. The cost estimate should, to the extent practicable, be broken out by category of data (corresponding to the five categories described in Section II above) to facilitate AMA's internal budgeting and approval process.
Thank you for your cooperation in connection with this matter, Mr. Yee. We appreciate NovaPay's willingness to work with us to produce the data that is essential to the fair and efficient resolution of this litigation. We recognize the effort involved and are committed to making this process as smooth and straightforward as possible for NovaPay's team.
We respectfully request that you contact Nadia Petrov at your earliest convenience to discuss the timeline, logistics, and any questions you may have regarding the scope of the data request or the subpoena itself. Ms. Petrov can be reached directly at (213) 555-7251 or by email at npetrov@calderwoodharkness.com.
We look forward to hearing from you.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Nadia Petrov Associate (213) 555-7251 npetrov@calderwoodharkness.com
cc: Gregory Tanaka, Vice President, Legal & Compliance, Aurelius Media Americas Inc. (via email: gtanaka@aureliusmedia.com)
cc: Devon Archer, Lead Associate, Calderwood & Harkness LLP (via email: darcher@calderwoodharkness.com)
Encl.: Subpoena Duces Tecum issued to NovaPay Solutions Inc. (February 8, 2023)

CALDERWOOD & HARKNESS LLP

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