expert-retention-letter-lindstrom.docx

1017-00004 · Entities. Aurelius Global Media Group · Experts

expert-retention-letter-lindstrom.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP Attorneys at Law 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200 Facsimile: (213) 555-7201 www.calderwoodharkness.com

March 1, 2023

VIA EMAIL (clindstrom@hargroveanalytics.com)

Dr. Catherine Lindstrom Hargrove Analytics Inc. 515 S. Figueroa Street, Suite 1100 Los Angeles, California 90071

Re: Expert Retention — Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214 (Consolidated) C&H Matter No.: 1017-00004

Dear Dr. Lindstrom:

This letter confirms the retention of Hargrove Analytics Inc. ("Hargrove Analytics") and you, Dr. Catherine Lindstrom, personally, as an expert witness on behalf of Defendant Aurelius Media Americas Inc. ("AMA") in connection with the above-referenced consolidated class action and representative PAGA litigation currently pending before the Los Angeles County Superior Court. As you know, Calderwood & Harkness LLP ("C&H" or the "Firm") serves as defense counsel for AMA in this matter. We appreciate your willingness to undertake this engagement and believe that your expertise in labor economics, econometric modeling, and damages quantification will be of substantial value to AMA's defense.

This letter sets forth the terms and conditions of the engagement. Please review them carefully and, if acceptable, countersign where indicated below and return an executed copy to our offices.

1. Scope of Engagement

You are retained to serve as an economics and damages expert for the defense of AMA in this matter. The engagement encompasses the following specific areas of analysis and opinion:

(a) Rebuttal of Plaintiffs' Damages Model. You will analyze and rebut the damages model anticipated to be presented by Plaintiffs' retained expert, Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC, located at 3000 El Camino Real, Suite 500, Palo Alto, California 94306. Dr. Rennick's expert report is expected to be served on or about April 28, 2023. Based on the pleadings, discovery to date, and Plaintiffs' counsel's representations during the Case Management Conference held on January 19, 2023, it is anticipated that Dr. Rennick's report will calculate aggregate damages for a putative class of approximately 1,850 current and former non-exempt, hourly employees across AMA's seven California production facilities during a class period running from November 1, 2018 to the present. Your rebuttal should identify and address any methodological flaws, unsupported assumptions, data errors, or analytical shortcomings in Dr. Rennick's damages model, and should provide the Court with a clear and well-supported basis for rejecting or substantially reducing the damages figures Plaintiffs advance.

(b) Alternative Damages Calculation. You will develop an independent, defensible damages calculation using available payroll and timekeeping data maintained in NovaPay Solutions Inc.'s "TimeTrack Pro" system. This analysis should include, but not be limited to, a thorough examination of auto-deduction records, records generated by the TimeTrack Pro "Missed Meal Attestation" feature, and actual payroll data as produced in discovery. The objective of this alternative calculation is to determine the realistic scope of any meal period premium underpayments across the putative class, accounting for the actual incidence of missed, late, or short meal periods as reflected in the available data, and distinguishing between instances attributable to employer policy or practice and those attributable to employee choice or other non-compensable factors.

(c) Assessment of PAGA Penalties. You will analyze the PAGA civil penalty calculation presented by Plaintiffs, which is anticipated to total approximately $12.2 million, and provide an expert opinion on the appropriate range of PAGA penalties in this matter. Your analysis should take into account the Court's broad discretion under California Labor Code Section 2699(e)(2) to reduce penalties that would be unjust, arbitrary and oppressive, or confiscatory. In particular, you should address the proportionality of the penalties sought relative to the actual harm suffered, AMA's remedial actions (including the correction of the auto-deduction threshold in December 2022), and any other factors relevant to the Court's exercise of its discretion.

(d) Class Certification Support. As needed, you will provide opinions regarding whether a common damages methodology can be applied across the putative class, or whether individualized damages calculations are required due to variations in working conditions, facility-level policies, meal break practices, and employee-specific circumstances. These opinions will be offered in support of AMA's opposition to Plaintiffs' anticipated motion for class certification.

It is anticipated that your analysis and resulting expert opinions will be used in connection with AMA's opposition to class certification, which is currently anticipated to be filed in June 2023. Your work product and testimony may also be utilized at trial, in connection with any mediation proceedings, or in other phases of this litigation as circumstances require.

2. Compensation

Hargrove Analytics Inc. will be compensated for professional services rendered in connection with this engagement at the following hourly rates:

All time shall be recorded and billed in increments of one-tenth of an hour (0.1 hours), with a brief description of the task performed for each time entry. Invoices shall be submitted on a monthly basis to Calderwood & Harkness LLP, directed to the attention of Bernard Crawford, Partner (Billing Partner for this matter), at the address set forth above, or via email at bcrawford@calderwoodharkness.com.

Based on our preliminary assessment of the scope of work required, we estimate that the total professional fees for this engagement will be in the range of $150,000 to $200,000. This estimate encompasses report preparation, review and analysis of the opposing expert's report, preparation of a rebuttal expert report, preparation of an expert declaration in support of AMA's opposition to class certification, and potential hearing and/or trial testimony. This estimate is, however, subject to adjustment based on a number of factors, including but not limited to the volume of data to be analyzed, the complexity and sophistication of Plaintiffs' expert's damages methodology, the extent of deposition preparation required, and whether the matter proceeds to trial rather than resolving at the class certification or mediation stage.

Reasonable out-of-pocket expenses incurred in connection with the engagement — including, without limitation, travel, data processing, printing, and courier services — will be billed at cost. Prior written approval from Devon Archer or the undersigned shall be obtained before any individual expense item exceeding $1,000.00 is incurred.

3. Materials to Be Provided

C&H will provide the following materials for your review and analysis in connection with this engagement:

1. NovaPay Solutions TimeTrack Pro Timekeeping Data. Complete timekeeping data for all AMA non-exempt California employees for the class period (November 1, 2018 to present), including raw punch records, auto-deduction records, and Missed Meal Attestation records, organized by facility. This data will be produced in a format compatible with standard statistical and econometric analysis software.

2. Payroll Records and Wage Statements. Payroll records and itemized wage statements for the putative class members, as extracted from the NovaPay Solutions system, covering the full class period.

3. AMA Meal and Rest Break Policies. AMA's meal and rest break policies, including the current employee handbook (March 2021 revision) and the prior Meal and Rest Break Policy (dated January 2019), together with any amendments or supplemental guidance documents issued during the class period.

4. TimeTrack Pro System Configuration Records. System configuration records for the TimeTrack Pro timekeeping system, including auto-deduction threshold settings (which were set at six hours throughout the majority of the class period and corrected to five hours in December 2022), as well as activation and deactivation logs for the Missed Meal Attestation feature by facility. We note that, during the relevant period, the Missed Meal Attestation feature was activated at Facilities 1, 3, 5, and 6, but was not activated at Facilities 2, 4, and 7. This facility-level variation may be significant to your analysis.

5. Plaintiffs' Class Certification Motion. Plaintiffs' motion for class certification and all supporting declarations, exhibits, and memoranda of points and authorities, which are anticipated to be filed on or about April 14, 2023.

6. Plaintiffs' Expert Report. The expert report of Dr. Howard Rennick, Pinnacle Economic Consulting Group LLC, which is anticipated to be served on or about April 28, 2023, together with all supporting data, analyses, and appendices.

7. Deposition Transcripts. Transcripts of depositions of named plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla, as well as depositions of AMA corporate witnesses and any other witnesses, as they become available during the course of discovery.

8. Co-Expert Report and Declaration. The expert report and declaration of Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC, who has been separately retained as a defense industrial/organizational expert. This material is provided for coordination purposes, as described in Section 5 below.

9. AMA Operational Records. AMA's production schedules, show unit information, and facility operational profiles for each of its seven California production facilities and the fourteen show units currently operating under IWC Wage Order 12, to the extent relevant to your analysis of commonality and individualized damages issues.

10. PAGA Notice and Correspondence. The PAGA notice submitted to the California Labor and Workforce Development Agency ("LWDA") dated September 15, 2022, together with all related correspondence and filings.

Additional materials may be provided as discovery progresses and as additional documents or data become available. If, during the course of your analysis, you identify additional categories of data or documents that would be helpful to your work, please promptly notify Devon Archer so that we can arrange for their production.

4. Deliverables and Timeline

The following deliverables and target dates have been established for this engagement, subject to adjustment as circumstances warrant:

Please note that the Initial Review and Preliminary Assessment Memorandum is intended solely for internal use by the defense team and will not be filed with the Court. It should provide a preliminary overview of the available data, initial observations regarding the strengths and weaknesses of the anticipated Plaintiffs' damages model, and an outline of the approach you intend to take in your rebuttal and alternative damages analysis. This memorandum will assist the defense team in strategic planning for the class certification opposition.

In the event that the matter resolves through mediation or settlement following the class certification hearing, the trial-related deliverables described above may not be required. We will advise you promptly if circumstances change in a manner that affects the scope or timeline of your engagement.

5. Coordination with Co-Expert

Your work on this engagement will be coordinated with the work of Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC, located at 444 Castro Street, Suite 800, Mountain View, California 94041. Dr. Makhija has been separately retained by C&H as an industrial/organizational expert to opine on the variability of working conditions, meal break practices, scheduling protocols, and supervisory oversight across AMA's California production operations. Dr. Makhija's expert report is due on May 19, 2023, and is expected to address issues of commonality and typicality that are relevant to the class certification analysis.

Your report will focus on damages methodology and quantum, while Dr. Makhija's report will address the operational and organizational factors bearing on class certification. The two reports should be complementary in their coverage and consistent in their treatment of underlying facts, but each report must be independently grounded in the expert's own analysis, data, and professional judgment. Specifically, you should not rely upon Dr. Makhija's opinions or conclusions as a foundation for your damages analysis, and Dr. Makhija has been similarly instructed not to rely upon your opinions or conclusions as a foundation for his organizational analysis. This approach will ensure that each expert's testimony stands on its own and is not vulnerable to challenge on the ground that it is derivative of or dependent upon the other expert's work.

Any communications between you and Dr. Makhija regarding this engagement should be coordinated through Devon Archer at C&H, who will serve as the liaison between the two expert teams. Please do not communicate directly with Dr. Makhija or his staff regarding the substance of this engagement without first consulting with Devon Archer.

6. Confidentiality

All materials provided to you in connection with this engagement are confidential and are subject to the Stipulated Protective Order entered in this case on February 15, 2023 (the "Protective Order"). The Protective Order establishes two tiers of confidentiality protection: CONFIDENTIAL and HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY.

You should be aware that certain categories of data and documents, including but not limited to AMA revenue figures, talent deal terms, and show-specific financial data, may be designated by the producing party as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY. Under the terms of the Protective Order, you and authorized members of your team at Hargrove Analytics are permitted to review materials bearing this designation in connection with your expert work. However, such materials may not be disclosed to any third party — including other experts retained in this matter — without the prior written consent of C&H and, where required by the Protective Order, the designating party.

You must maintain all materials provided to you in a secure environment, with access limited to those members of your team who have a legitimate need to review them in connection with this engagement. Upon the conclusion of the engagement — whether by completion, termination, or otherwise — you must return to C&H or destroy all materials provided to you, together with all copies thereof, unless otherwise directed by C&H. In the event that destruction is elected, you will be asked to provide a written certification of destruction in a form consistent with the requirements of the Protective Order.

7. Communication Protocol

To ensure the efficient and orderly management of this engagement, all substantive communications regarding the engagement should be directed to the following members of the C&H defense team:

Primary Day-to-Day Contact: Devon Archer, Senior Associate Calderwood & Harkness LLP Telephone: (213) 555-7238

Email: darcher@calderwoodharkness.com

Strategic and High-Level Matters: Renata Vasquez, Partner Calderwood & Harkness LLP Telephone: (213) 555-7200

Email: rvasquez@calderwoodharkness.com

Devon Archer will serve as your primary point of contact for scheduling, data requests, draft review, and day-to-day coordination. Matters of a strategic or high-level nature — including, for example, significant changes in the scope of your engagement, novel or sensitive analytical issues, or questions concerning the overall litigation strategy — should be directed to Renata Vasquez.

You should not communicate directly with AMA personnel, opposing counsel, opposing experts, or the Court without prior authorization from C&H. This restriction is essential to maintaining the integrity of the attorney-client privilege and work product protections that apply to this engagement.

All draft reports, memoranda, and other work product should be transmitted to C&H in draft form for review and comment before finalization. This review process is not intended to influence or alter the substance of your independent expert opinions, but rather to ensure that the reports are accurate, complete, and responsive to the issues presented, and that they comply with applicable procedural requirements.

8. Retention of Work Papers

You should retain all work papers, data files, notes, drafts, and communications related to this engagement throughout the pendency of the litigation and for a reasonable period thereafter. These materials may be subject to discovery requests or deposition inquiry, and their availability may be important to the defense's ability to support and defend your expert opinions.

Work papers should be organized and maintained in a manner that allows for efficient review and production if required. We recommend that you maintain a clear and consistent filing system, whether electronic or physical, that identifies the materials by category, source, and date, and that preserves the analytical chain from raw data through final conclusions.

9. Disclosures and Prior Engagements

You should promptly disclose to C&H any prior engagement or professional relationship involving any party to this litigation (including AMA, the named plaintiffs, or any related entities), any attorney of record (including counsel for Plaintiffs), or any other individual or entity whose involvement in this matter could give rise to a conflict of interest or an appearance of bias.

In addition, you should disclose to C&H any prior publications, testimony (whether in deposition, hearing, or trial), or publicly expressed opinions that may be relevant to the subject matter of this engagement. This information is important because opposing counsel may inquire into your prior work and opinions during deposition or at hearing, and the defense team needs to be aware of and prepared to address any such materials. Please provide a current curriculum vitae and a list of all cases in which you have testified as an expert, whether at trial or by deposition, within the preceding four years, as required under California Code of Civil Procedure Section 2034.260(c).

10. Termination

Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination, Hargrove Analytics Inc. will be compensated for all professional fees earned and expenses incurred through the date of termination, in accordance with the compensation terms set forth in Section 2 above.

Upon termination, all materials provided by C&H to you or your staff in connection with this engagement must be returned to C&H or destroyed, at C&H's election, in accordance with the confidentiality provisions set forth in Section 6 above and the requirements of the Protective Order.

We are confident that your expertise and analytical rigor will be a significant asset to AMA's defense in this matter, and we look forward to working with you and your team at Hargrove Analytics. If the foregoing terms are acceptable, please countersign this letter in the space provided below and return an executed copy to our offices at your earliest convenience. Please do not hesitate to contact Devon Archer or me if you have any questions regarding the terms of this engagement or the scope of the work to be performed.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Devon Archer Senior Associate Telephone: (213) 555-7238

Email: darcher@calderwoodharkness.com

ACCEPTANCE OF ENGAGEMENT

The undersigned hereby accepts the terms and conditions of the expert retention engagement set forth in this letter, dated March 1, 2023.

ACCEPTED AND AGREED:

HARGROVE ANALYTICS INC.

By: ________

Dr. Catherine Lindstrom

Title: President and Principal Economist

Date: ________

cc: (via email)

Renata Vasquez, Partner, Calderwood & Harkness LLP Bernard Crawford, Partner, Calderwood & Harkness LLP (billing) Gregory Tanaka, VP Legal & Compliance, Aurelius Media Americas Inc. (per outside counsel guidelines notification requirements)

Professional	Hourly Rate
Dr. Catherine Lindstrom (Expert)	$700.00
Senior Analyst	$375.00
Research Analyst	$225.00
Deliverable	Due Date
Initial Review and Preliminary Assessment Memorandum (internal, not for filing)	April 15, 2023
Review and Analysis of Plaintiffs' Expert Report (Dr. Rennick)	Within 10 days of receipt (anticipated approximately May 8, 2023)
Draft Rebuttal Expert Report	May 26, 2023
Final Rebuttal Expert Report	June 9, 2023
Expert Declaration in Opposition to Class Certification	June 14, 2023
Availability for class certification hearing testimony	Week of July 28, 2023
Availability for deposition (if noticed by Plaintiffs)	To be scheduled after report disclosure
Availability for mediation preparation and/or trial testimony	As needed

CALDERWOOD & HARKNESS LLP Attorneys at Law 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200 Facsimile: (213) 555-7201 www.calderwoodharkness.com
March 1, 2023
VIA EMAIL (clindstrom@hargroveanalytics.com)
Dr. Catherine Lindstrom Hargrove Analytics Inc. 515 S. Figueroa Street, Suite 1100 Los Angeles, California 90071
Re: Expert Retention — Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214 (Consolidated) C&H Matter No.: 1017-00004
Dear Dr. Lindstrom:
This letter confirms the retention of Hargrove Analytics Inc. ("Hargrove Analytics") and you, Dr. Catherine Lindstrom, personally, as an expert witness on behalf of Defendant Aurelius Media Americas Inc. ("AMA") in connection with the above-referenced consolidated class action and representative PAGA litigation currently pending before the Los Angeles County Superior Court. As you know, Calderwood & Harkness LLP ("C&H" or the "Firm") serves as defense counsel for AMA in this matter. We appreciate your willingness to undertake this engagement and believe that your expertise in labor economics, econometric modeling, and damages quantification will be of substantial value to AMA's defense.
This letter sets forth the terms and conditions of the engagement. Please review them carefully and, if acceptable, countersign where indicated below and return an executed copy to our offices.
1. Scope of Engagement
You are retained to serve as an economics and damages expert for the defense of AMA in this matter. The engagement encompasses the following specific areas of analysis and opinion:
(a) Rebuttal of Plaintiffs' Damages Model. You will analyze and rebut the damages model anticipated to be presented by Plaintiffs' retained expert, Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC, located at 3000 El Camino Real, Suite 500, Palo Alto, California 94306. Dr. Rennick's expert report is expected to be served on or about April 28, 2023. Based on the pleadings, discovery to date, and Plaintiffs' counsel's representations during the Case Management Conference held on January 19, 2023, it is anticipated that Dr. Rennick's report will calculate aggregate damages for a putative class of approximately 1,850 current and former non-exempt, hourly employees across AMA's seven California production facilities during a class period running from November 1, 2018 to the present. Your rebuttal should identify and address any methodological flaws, unsupported assumptions, data errors, or analytical shortcomings in Dr. Rennick's damages model, and should provide the Court with a clear and well-supported basis for rejecting or substantially reducing the damages figures Plaintiffs advance.
(b) Alternative Damages Calculation. You will develop an independent, defensible damages calculation using available payroll and timekeeping data maintained in NovaPay Solutions Inc.'s "TimeTrack Pro" system. This analysis should include, but not be limited to, a thorough examination of auto-deduction records, records generated by the TimeTrack Pro "Missed Meal Attestation" feature, and actual payroll data as produced in discovery. The objective of this alternative calculation is to determine the realistic scope of any meal period premium underpayments across the putative class, accounting for the actual incidence of missed, late, or short meal periods as reflected in the available data, and distinguishing between instances attributable to employer policy or practice and those attributable to employee choice or other non-compensable factors.
(c) Assessment of PAGA Penalties. You will analyze the PAGA civil penalty calculation presented by Plaintiffs, which is anticipated to total approximately $12.2 million, and provide an expert opinion on the appropriate range of PAGA penalties in this matter. Your analysis should take into account the Court's broad discretion under California Labor Code Section 2699(e)(2) to reduce penalties that would be unjust, arbitrary and oppressive, or confiscatory. In particular, you should address the proportionality of the penalties sought relative to the actual harm suffered, AMA's remedial actions (including the correction of the auto-deduction threshold in December 2022), and any other factors relevant to the Court's exercise of its discretion.
(d) Class Certification Support. As needed, you will provide opinions regarding whether a common damages methodology can be applied across the putative class, or whether individualized damages calculations are required due to variations in working conditions, facility-level policies, meal break practices, and employee-specific circumstances. These opinions will be offered in support of AMA's opposition to Plaintiffs' anticipated motion for class certification.
It is anticipated that your analysis and resulting expert opinions will be used in connection with AMA's opposition to class certification, which is currently anticipated to be filed in June 2023. Your work product and testimony may also be utilized at trial, in connection with any mediation proceedings, or in other phases of this litigation as circumstances require.
2. Compensation
Hargrove Analytics Inc. will be compensated for professional services rendered in connection with this engagement at the following hourly rates:
All time shall be recorded and billed in increments of one-tenth of an hour (0.1 hours), with a brief description of the task performed for each time entry. Invoices shall be submitted on a monthly basis to Calderwood & Harkness LLP, directed to the attention of Bernard Crawford, Partner (Billing Partner for this matter), at the address set forth above, or via email at bcrawford@calderwoodharkness.com.
Based on our preliminary assessment of the scope of work required, we estimate that the total professional fees for this engagement will be in the range of $150,000 to $200,000. This estimate encompasses report preparation, review and analysis of the opposing expert's report, preparation of a rebuttal expert report, preparation of an expert declaration in support of AMA's opposition to class certification, and potential hearing and/or trial testimony. This estimate is, however, subject to adjustment based on a number of factors, including but not limited to the volume of data to be analyzed, the complexity and sophistication of Plaintiffs' expert's damages methodology, the extent of deposition preparation required, and whether the matter proceeds to trial rather than resolving at the class certification or mediation stage.
Reasonable out-of-pocket expenses incurred in connection with the engagement — including, without limitation, travel, data processing, printing, and courier services — will be billed at cost. Prior written approval from Devon Archer or the undersigned shall be obtained before any individual expense item exceeding $1,000.00 is incurred.
3. Materials to Be Provided
C&H will provide the following materials for your review and analysis in connection with this engagement:
1.  NovaPay Solutions TimeTrack Pro Timekeeping Data. Complete timekeeping data for all AMA non-exempt California employees for the class period (November 1, 2018 to present), including raw punch records, auto-deduction records, and Missed Meal Attestation records, organized by facility. This data will be produced in a format compatible with standard statistical and econometric analysis software.
2.  Payroll Records and Wage Statements. Payroll records and itemized wage statements for the putative class members, as extracted from the NovaPay Solutions system, covering the full class period.
3.  AMA Meal and Rest Break Policies. AMA's meal and rest break policies, including the current employee handbook (March 2021 revision) and the prior Meal and Rest Break Policy (dated January 2019), together with any amendments or supplemental guidance documents issued during the class period.
4.  TimeTrack Pro System Configuration Records. System configuration records for the TimeTrack Pro timekeeping system, including auto-deduction threshold settings (which were set at six hours throughout the majority of the class period and corrected to five hours in December 2022), as well as activation and deactivation logs for the Missed Meal Attestation feature by facility. We note that, during the relevant period, the Missed Meal Attestation feature was activated at Facilities 1, 3, 5, and 6, but was not activated at Facilities 2, 4, and 7. This facility-level variation may be significant to your analysis.
5.  Plaintiffs' Class Certification Motion. Plaintiffs' motion for class certification and all supporting declarations, exhibits, and memoranda of points and authorities, which are anticipated to be filed on or about April 14, 2023.
6.  Plaintiffs' Expert Report. The expert report of Dr. Howard Rennick, Pinnacle Economic Consulting Group LLC, which is anticipated to be served on or about April 28, 2023, together with all supporting data, analyses, and appendices.
7.  Deposition Transcripts. Transcripts of depositions of named plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla, as well as depositions of AMA corporate witnesses and any other witnesses, as they become available during the course of discovery.
8.  Co-Expert Report and Declaration. The expert report and declaration of Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC, who has been separately retained as a defense industrial/organizational expert. This material is provided for coordination purposes, as described in Section 5 below.
9.  AMA Operational Records. AMA's production schedules, show unit information, and facility operational profiles for each of its seven California production facilities and the fourteen show units currently operating under IWC Wage Order 12, to the extent relevant to your analysis of commonality and individualized damages issues.
10.  PAGA Notice and Correspondence. The PAGA notice submitted to the California Labor and Workforce Development Agency ("LWDA") dated September 15, 2022, together with all related correspondence and filings.
Additional materials may be provided as discovery progresses and as additional documents or data become available. If, during the course of your analysis, you identify additional categories of data or documents that would be helpful to your work, please promptly notify Devon Archer so that we can arrange for their production.
4. Deliverables and Timeline
The following deliverables and target dates have been established for this engagement, subject to adjustment as circumstances warrant:
Please note that the Initial Review and Preliminary Assessment Memorandum is intended solely for internal use by the defense team and will not be filed with the Court. It should provide a preliminary overview of the available data, initial observations regarding the strengths and weaknesses of the anticipated Plaintiffs' damages model, and an outline of the approach you intend to take in your rebuttal and alternative damages analysis. This memorandum will assist the defense team in strategic planning for the class certification opposition.
In the event that the matter resolves through mediation or settlement following the class certification hearing, the trial-related deliverables described above may not be required. We will advise you promptly if circumstances change in a manner that affects the scope or timeline of your engagement.
5. Coordination with Co-Expert
Your work on this engagement will be coordinated with the work of Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC, located at 444 Castro Street, Suite 800, Mountain View, California 94041. Dr. Makhija has been separately retained by C&H as an industrial/organizational expert to opine on the variability of working conditions, meal break practices, scheduling protocols, and supervisory oversight across AMA's California production operations. Dr. Makhija's expert report is due on May 19, 2023, and is expected to address issues of commonality and typicality that are relevant to the class certification analysis.
Your report will focus on damages methodology and quantum, while Dr. Makhija's report will address the operational and organizational factors bearing on class certification. The two reports should be complementary in their coverage and consistent in their treatment of underlying facts, but each report must be independently grounded in the expert's own analysis, data, and professional judgment. Specifically, you should not rely upon Dr. Makhija's opinions or conclusions as a foundation for your damages analysis, and Dr. Makhija has been similarly instructed not to rely upon your opinions or conclusions as a foundation for his organizational analysis. This approach will ensure that each expert's testimony stands on its own and is not vulnerable to challenge on the ground that it is derivative of or dependent upon the other expert's work.
Any communications between you and Dr. Makhija regarding this engagement should be coordinated through Devon Archer at C&H, who will serve as the liaison between the two expert teams. Please do not communicate directly with Dr. Makhija or his staff regarding the substance of this engagement without first consulting with Devon Archer.
6. Confidentiality
All materials provided to you in connection with this engagement are confidential and are subject to the Stipulated Protective Order entered in this case on February 15, 2023 (the "Protective Order"). The Protective Order establishes two tiers of confidentiality protection: CONFIDENTIAL and HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY.
You should be aware that certain categories of data and documents, including but not limited to AMA revenue figures, talent deal terms, and show-specific financial data, may be designated by the producing party as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY. Under the terms of the Protective Order, you and authorized members of your team at Hargrove Analytics are permitted to review materials bearing this designation in connection with your expert work. However, such materials may not be disclosed to any third party — including other experts retained in this matter — without the prior written consent of C&H and, where required by the Protective Order, the designating party.
You must maintain all materials provided to you in a secure environment, with access limited to those members of your team who have a legitimate need to review them in connection with this engagement. Upon the conclusion of the engagement — whether by completion, termination, or otherwise — you must return to C&H or destroy all materials provided to you, together with all copies thereof, unless otherwise directed by C&H. In the event that destruction is elected, you will be asked to provide a written certification of destruction in a form consistent with the requirements of the Protective Order.
7. Communication Protocol
To ensure the efficient and orderly management of this engagement, all substantive communications regarding the engagement should be directed to the following members of the C&H defense team:
Primary Day-to-Day Contact: Devon Archer, Senior Associate Calderwood & Harkness LLP Telephone: (213) 555-7238
Email: darcher@calderwoodharkness.com
Strategic and High-Level Matters: Renata Vasquez, Partner Calderwood & Harkness LLP Telephone: (213) 555-7200
Email: rvasquez@calderwoodharkness.com
Devon Archer will serve as your primary point of contact for scheduling, data requests, draft review, and day-to-day coordination. Matters of a strategic or high-level nature — including, for example, significant changes in the scope of your engagement, novel or sensitive analytical issues, or questions concerning the overall litigation strategy — should be directed to Renata Vasquez.
You should not communicate directly with AMA personnel, opposing counsel, opposing experts, or the Court without prior authorization from C&H. This restriction is essential to maintaining the integrity of the attorney-client privilege and work product protections that apply to this engagement.
All draft reports, memoranda, and other work product should be transmitted to C&H in draft form for review and comment before finalization. This review process is not intended to influence or alter the substance of your independent expert opinions, but rather to ensure that the reports are accurate, complete, and responsive to the issues presented, and that they comply with applicable procedural requirements.
8. Retention of Work Papers
You should retain all work papers, data files, notes, drafts, and communications related to this engagement throughout the pendency of the litigation and for a reasonable period thereafter. These materials may be subject to discovery requests or deposition inquiry, and their availability may be important to the defense's ability to support and defend your expert opinions.
Work papers should be organized and maintained in a manner that allows for efficient review and production if required. We recommend that you maintain a clear and consistent filing system, whether electronic or physical, that identifies the materials by category, source, and date, and that preserves the analytical chain from raw data through final conclusions.
9. Disclosures and Prior Engagements
You should promptly disclose to C&H any prior engagement or professional relationship involving any party to this litigation (including AMA, the named plaintiffs, or any related entities), any attorney of record (including counsel for Plaintiffs), or any other individual or entity whose involvement in this matter could give rise to a conflict of interest or an appearance of bias.
In addition, you should disclose to C&H any prior publications, testimony (whether in deposition, hearing, or trial), or publicly expressed opinions that may be relevant to the subject matter of this engagement. This information is important because opposing counsel may inquire into your prior work and opinions during deposition or at hearing, and the defense team needs to be aware of and prepared to address any such materials. Please provide a current curriculum vitae and a list of all cases in which you have testified as an expert, whether at trial or by deposition, within the preceding four years, as required under California Code of Civil Procedure Section 2034.260(c).
10. Termination
Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination, Hargrove Analytics Inc. will be compensated for all professional fees earned and expenses incurred through the date of termination, in accordance with the compensation terms set forth in Section 2 above.
Upon termination, all materials provided by C&H to you or your staff in connection with this engagement must be returned to C&H or destroyed, at C&H's election, in accordance with the confidentiality provisions set forth in Section 6 above and the requirements of the Protective Order.
We are confident that your expertise and analytical rigor will be a significant asset to AMA's defense in this matter, and we look forward to working with you and your team at Hargrove Analytics. If the foregoing terms are acceptable, please countersign this letter in the space provided below and return an executed copy to our offices at your earliest convenience. Please do not hesitate to contact Devon Archer or me if you have any questions regarding the terms of this engagement or the scope of the work to be performed.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Devon Archer Senior Associate Telephone: (213) 555-7238
Email: darcher@calderwoodharkness.com
ACCEPTANCE OF ENGAGEMENT
The undersigned hereby accepts the terms and conditions of the expert retention engagement set forth in this letter, dated March 1, 2023.
ACCEPTED AND AGREED:
HARGROVE ANALYTICS INC.
By: ________
Dr. Catherine Lindstrom
Title: President and Principal Economist
Date: ________
cc: (via email)
Renata Vasquez, Partner, Calderwood & Harkness LLP Bernard Crawford, Partner, Calderwood & Harkness LLP (billing) Gregory Tanaka, VP Legal & Compliance, Aurelius Media Americas Inc. (per outside counsel guidelines notification requirements)
Professional | Hourly Rate
Dr. Catherine Lindstrom (Expert) | $700.00
Senior Analyst | $375.00
Research Analyst | $225.00
Deliverable | Due Date
Initial Review and Preliminary Assessment Memorandum (internal, not for filing) | April 15, 2023
Review and Analysis of Plaintiffs' Expert Report (Dr. Rennick) | Within 10 days of receipt (anticipated approximately May 8, 2023)
Draft Rebuttal Expert Report | May 26, 2023
Final Rebuttal Expert Report | June 9, 2023
Expert Declaration in Opposition to Class Certification | June 14, 2023
Availability for class certification hearing testimony | Week of July 28, 2023
Availability for deposition (if noticed by Plaintiffs) | To be scheduled after report disclosure
Availability for mediation preparation and/or trial testimony | As needed

CALDERWOOD & HARKNESS LLP

ACCEPTANCE OF ENGAGEMENT

ACCEPTED AND AGREED:

HARGROVE ANALYTICS INC.

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