Free Designation of Deposition Testimony - District Court of Colorado - Colorado

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO Civil Action No. 03-WM-2073 (PAC)

3 ROBERTA PULSE, TONYA HOUSE, 4 Plaintiffs, 5 v. 6 THE LARRY H. MILLER GROUP, 7 8 9 10 11 12 13 14 A P P E A R A N C E S 15 For the Plaintiffs: 16 17 18 19 20 Also Present: 21 22 23 24 25 Roberta Pulse Kellie Ryan KIMBERLIE K. RYAN, ESQ. The Ryan Law Firm 283 Columbine Street, Suite 157 Denver, Colorado 80206 JUDITH HOLMES, ESQ. Judith Holmes & Associates 7887 East Belleview, Suite 1100 Englewood, Colorado 80111 Defendant. ________________________________________________________ VIDEOCONFERENCE DEPOSITION OF: DAVID AUSTIN September 2, 2004 ________________________________________________________ PURSUANT TO NOTICE, the videoconference deposition of DAVID AUSTIN was taken on behalf of the Plaintiffs at 1900 Grant Street, Suite 800, Denver, Colorado 80203, on September 2, 2004, at 12:28 p.m., before Marchelle Hartwig, Certified Shorthand Reporter and Notary Public within Colorado.

For the Defendant:

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A. I was told by the Miller Group's counsel. Q. Have you ever had your deposition taken before? A. Nope. Q. Then I'll go over a few ground rules that will help the day go a little bit more smoothly. We do have a court reporter here who is taking down everything that we say. It will be put into a transcript that you will be able to review. You will be able to make changes to your testimony, but if you make material changes, I will be able to comment on that at trial. Do you understand? A. Understood. Q. If I ask you any question that you do not understand, please ask me to rephrase it or repeat it, and if possible, I will accommodate your request to the degree that I can. Do you understand? A. Same. Yes. Q. It's important for you to answer verbally today. Avoid uh-huh and huh-uh and the nod of the head and the shake of the head so that our reporter can take everything down. Okay? A. Absolutely. Q. If at any time you need a break, please let me know and we will take one. However, if there is a question pending, you'll need to answer the question
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WHEREUPON, the following proceedings were taken pursuant to the Federal Rules of Civil Procedure. * * * * * DAVID AUSTIN, having been first duly sworn to state the whole truth, testified as follows:

1 2 3 4 5 6 7 EXAMINATION 8 BY MS. RYAN: 9 Q. Please state your name for the record. 10 A. David Austin. 11 Q. What is your current address? 12 A. Physical address? 13 Q. Yes. 14 A. Or work? 15 Q. Physical. 16 A. 2041 Southwest Birdsdale in Gresham, Oregon. 17 Q. What is your telephone number? 18 A. (801) 563-4205. 19 Q. My name is Kimberlie Ryan. I represent 20 Roberta Pulse and Tonya House in a discrimination 21 lawsuit they have pending against the Larry H. Miller Group of Companies and Larry Miller Toyota-Denver, Inc. 22 23 Are you aware of this lawsuit? 24 A. I am. 25 Q. How did you become aware of this lawsuit?

before we take a break. Okay? A. Okay. Q. Are you nervous? A. No. Q. Have you had any alcoholic beverages within the last 24 hours? A. Nope. Q. Are you on any medications that may impair your ability to testify truthfully and accurately today? A. No, I am not. Q. I'll ask you some preliminary questions. Have you ever been arrested? A. No. Q. Have you ever filed a lawsuit? A. No, I have not. Q. Have you ever been sued? A. No, I have not. Q. Where are you employed? A. I work for Automatic Data Processing. Q. How long have you been employed there? A. Seven years. Q. What is your position? A. I'm a project manager. Q. How long have you been a project manager? A. Five years.
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Q. What did you do the first two years? A. I was an account executive. Q. What is your education? A. Wow. I have a bachelor of science in communications and an MBA. Q. Where did you obtain these degrees? A. Fresno State, University of Arizona. Q. You obtained your MBA at the University of Arizona? A. Absolutely. Q. Did you have an emphasis? A. Yes. MIS. Q. Management information systems? A. Exactly. Q. Do you have any other education aside from your BS and your MBA? A. Cisco certifications. Q. How many certifications do you hold? A. Two. Q. What are they? A. CCNA and CCNP. Q. Can you please say what those acronyms stand for. A. One of them is a Cisco Certified Network Associate and the other one is a network professional.
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say, but in order to obtain a clear transcript, you need to wait until I finish. Okay? A. I understand. Q. What year did you obtain your BS? A. '90. Q. What year did you obtain your MBA? A. '93. Q. Have you held any other jobs in which you were a project manager prior to working at Automatic Data Processing? A. No, I have not. Q. Can you please describe what your duties are as a project manager at Automatic Data Processing. A. Okay. I supervise any of our technology projects with our ten largest clients. Any implementation of new technology, I guide that process. Q. Just so the record is clear, because we are on videoconference today, I just wanted to make sure that you all understood that I also have Roberta Pulse in the room along with me along with Kellie Ryan, my legal assistant, and we have the court reporter, and those are all of the individuals who are currently present. Is there anyone else present in the room where you are? A. No. Q. Are you represented by legal counsel today?
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Q. Did you have to take any coursework in order to obtain these certifications? A. Not really. Self-study and then take the tests. Q. When did you obtain -A. Does that make sense? Q. Yes. When did you take these tests for certification? A. The NPA was in January of last year and the NA was the year before that in March. Q. January of 2003? A. No. Yeah, 2003. No. It would have been 2004. It was last January. Q. So January of 2004 you obtained your CCNA. A. P in 2003. Q. You'll see that -- two things here. One is that we have somewhat of a little bit of a time delay, so you'll need to try to listen for that. A. Speak slowly. Q. Another issue is that you will need to let me finish my question fully before you start to answer. Okay? A. Absolutely. Q. Sometimes it becomes somewhat conversational and you may think you can anticipate what I'm going to

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A. No, I am not. Q. Did you meet with Judy Holmes to prepare for your deposition? A. Briefly, yes. Q. How long did that meeting last? A. Hour and a half. Q. When was that meeting? A. Yesterday. Q. Where did you meet? A. At the Larry Miller Jordan Commons Tower. Q. What did you discuss in that meeting? A. Just an overview of what was going to go on here today since I have never been deposed before. Q. Anything else? A. That's functionally it. Q. Did you review any documents? A. Yes, we did. I looked at the -- briefly looked at a transcript from another deposition. I think Roberta's deposition. I looked at three pages of that. Q. What did you learn from those three pages? A. Really not much. Just kind of got to see the format, the question and the answer process to give me an overview, again, of what was going on. Q. Did those three pages in any way relate to the computer conversion?

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A. You will have to give me a second. I'm trying to think back on what it was. No, not really. It was a section that Richard Dickert -- where there was a conversation between Richard Dickert and Roberta. Q. What was that conversation about? A. It was actually about sexual harassment kind of stuff. It was pertaining to, you know, the -- some general manager, I think -- this is before I was involved. A general manager that had made some lewd comments, and then there was a reference to Jerry Seinfeld, something about somebody that talks too close. Q. A slider? Sideler? A. Something like that. You know, it was just -again, it was more for the format of how things were. Q. Before you saw that deposition transcript, did you have an understanding as to what this lawsuit was about? A. Yeah. I've been given an overview of it, yes. Q. You've been given an overview of this lawsuit by Judy Holmes? A. Uh-huh. Yes. Q. Have you been given an overview by anyone else? A. In and around the Miller organization, people -- brief comments, things like that. Jim
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occurred at Larry Miller Toyota Denver? A. No. Q. Do you know why he was telling you about this lawsuit? A. Because there were four people in the conference room, and that's up by where their offices are. We walked by and said, What are all those people doing in the conference room? That's the IT department's conference room that you guys used. So just, What are the four people doing in the conference room? And maybe that the court reporter was attractive. It was not a serious discussion. Q. What did Moneca Alivera tell you about her deposition? A. Just that she had given a deposition. It was just in passing as she walked by. Q. What did Judy Holmes tell you about this lawsuit? A. That the Miller organization was being sued for $7 million; that it was a wrongful-termination lawsuit. I'm trying to think of anything else that's -functionally that's it. Q. You met for an hour and a half? A. Uh-huh. Q. I need a verbal response, please.
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Schoenfeld, who is the IT director, acknowledged that there was something going on, so . . . Q. Who else? A. Moneca Alvarez, and just that she had been deposed, and I think those actually went on in that Miller building, so . . . Q. When was your discussion with Jim Schoenfeld? A. When you all were in the building deposing Moneca. Q. Where was that discussion held? A. In his office. Q. Was anyone else present? A. No. Q. What did Jim Schoenfeld tell you at that time? A. Just that the Miller organization was being sued. Q. Anything else? A. Nope. Q. What did you say? A. Not much. I really didn't have any response to that. It was, you know, We are being sued by Roberta and somebody that was an FNI person whose name I cannot recall. Q. Did Jim Schoenfeld discuss with you at that time anything regarding the computer conversion that

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A. Yes. Q. What did you discuss during that hour and a half? A. Partially my skiing trip to Chile last week. Today, just that this was a straightforward process; that it would be a video conference; that you would be in Denver; I would be here; to answer any questions you asked straightforward and truthfully. That's it. Q. Did you discuss your role in the computer conversion at Larry Miller? A. Yes. Q. What did you discuss? A. Just that I was there and, again, where -actually, you know, we discussed -- I guess you've requested tapes, backup tapes, from Reynolds and Reynolds and ADP, so she asked me if those were available and what the process of reading those tapes would be and how would that be done. We can't allow those tapes to leave the facility, so how would someone read those? How would we duplicate them? How would we give those to you or secure them, so we went over that process. Q. Let's talk first about -- you said that you discussed your role that you were there. What did you discuss about that?

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A. Time frame. I mean, when we were there, when my group of people landed there, and what we did. Q. Anything else with regard to your role? A. No. Q. Let's talk about the backup tapes from Reynolds and Reynolds and ADP. Are they available? A. Reynolds and Reynolds, I don't think so. ADP, yes. Q. What makes you think that the Reynolds and Reynolds tapes are not available? A. Because I don't have control over those, so I don't know that they are in the safe. The ADP stuff, I am, from my company, responsible for, so I know what we have from that standpoint. But Reynolds and Reynolds is not my responsibility, and my corporation doesn't want me to be in possession of or responsible for our competitor's tapes. That would be a breach of an agreement we have with Reynolds and Reynolds. Q. What agreement do you have with Reynolds and Reynolds? A. I don't know that I can speak to that legally, but I've been told that we are not supposed to be in possession of their saves as they are not supposed to be in possession of ours from a corporate standpoint.
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Q. Does Liberty Toyota have the backup tapes for Denver-Toyota and Larry Miller Used Car Superstore for the years 1999 through the end of Larry Miller's ownership? A. We only have them from when we converted them. So from the day that they went live on ADP, the month that they went live, we would have that information. I don't believe that's 1999. Q. Do you recall when the computer conversion was at the Larry Miller Denver-Toyota store? A. 2001, I believe. Beginning in February or March of 2001. Q. How would you duplicate the backup tapes that we discussed? A. I would have to put the tapes in the drive, lay the information, write the information I guess is a better way to say it. Write the information to the hard drives on one of the big UNIX Systems and then rewrite that information on to another tape. Q. Is this a difficult process for you? A. Yes, it is. Q. Why? A. It's time-consuming. Q. Is it -A. I have to create -- excuse me.
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That's theirs, not ours. So we generally turn them back over to the client if we have been provided a tape from Reynolds and Reynolds. Q. Do you have backup tapes with respect to the Larry H. Miller Group of Companies and Larry Miller Toyota Denver? A. Denver-Toyota, yes. Larry H. Miller Group of Companies, I don't know how that -- that's not one of the dealerships. We don't have any businesses on the ADP system that are running as the Larry H. Miller Group of Companies. Each backup tape or each backup with the month end-information, payroll information, et cetera, et cetera, is based on each dealership, so there would be a set for Denver-Toyota, there would be a set for Liberty Toyota, there would be a set for American Toyota, but nothing for the Larry H. Miller Group of Companies. Q. Is there a set of backup tapes for the Larry Miller Used Car Superstore? A. That was run as a multicompany with the Denver-Toyota side, so that's all on the same tape. Q. Where are the backup tapes located for Denver-Toyota and Larry Miller Used Car Superstore? A. Liberty Toyota in Colorado Springs.

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Q. Go ahead. A. I have to create directories on the core UNIX System, write the file -- all the files, CPIO all the files from the tape onto the UNIX System onto the hard drives and then CPIO all of those files back out of that directory onto the tape, so it's not automatic. Q. Is it technically difficult for you to perform, based on your skill and training? A. No. Q. When you say "time-consuming," what are you talking about? A. Potentially two hours per tape round-trip. Q. What kind of tape are you referring to? A. They are AIT tapes. Q. What format is that? A. What format? Q. Yes. A. When you say "format," what do you mean? Q. First of all, I'm going to get you to say -your AIT answer, is that short for something? A. That's the type of tape system that's used in the digital UNIX boxes that we run. We use a digital -or in the industry, a deck ES40 system, and the tape drive is made by Sony and it's called an AIT, and that's the format.

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Q. What is the physical component? 1 A. An AIT tape. It's a 120-meter AIT tape. 2 Q. Do you know how many backup tapes we are 3 talking about? 4 A. There would be one per -- for all the accounts 5 receivable, accounts payable. There would be one for 6 that. One for payroll and -- one of those each month, 7 so we are talking about potentially -- because you 8 wanted a year range of those, I believe? How long did 9 you want? How many months of information from 2000 -- 10 from March forward, multiply that times three. 11 Q. I'm really asking -- let's assume that we are 12 talking about one month of information. That would be 13 two tapes? 14 A. Three. 15 Q. Three tapes? 16 A. Uh-huh. 17 Q. You said one for accounts receivable then a 18 separate -19 A. Accounts payable. 20 Q. A separate one for accounts payable? 21 A. Uh-huh. I break it out that way. And one for 22 payroll. 23 Q. Based on your estimation, do you think it 24 would take you two hours per tape? 25
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Q. Since you supervise Larry -- strike that. Since you supervise ADP's ten largest accounts, does that mean, then, that the Larry Miller organization is one of ADP's largest accounts? A. Yeah. They are number five. Q. At a certain point in time you worked on a computer conversion at Larry Miller Denver converting their system from Reynolds and Reynolds to ADP; is that correct? A. Yes, I did. Q. How many of these types of conversions have you participated in your professional career? A. 10, 20. 20. Q. These types of conversions, have you participated in them with other clients aside from Larry Miller? A. Yes, I have. Q. How many locations for Larry Miller did you participate in computer conversions? A. When we were doing the Denver-Toyota, I had done three. Q. What were those three? A. Brad Francis Chevrolet and Brad Francis Ford and then Denver-Toyota. Q. How many have you done since Denver-Toyota?
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A. Potentially, yes. Q. You said that backup tapes are at Liberty Toyota. Do you also have backup tapes in your office? A. Yes, but for a different system. Q. What system? A. The stores that are in Utah, dealerships that are in Utah, run a different platform, so there is a separate system in Utah. Q. Why do the stores in Utah run on a different platform than the stores in Denver? A. For disaster recovery reasons. At one point the Miller organization decided to have five different data centers. We felt that it would be too dangerous two years ago to have everything running on one system. If there was a catastrophic event then we would have lost everything, so by having everything distributed, we felt it was much safer. Does that make sense? Q. I guess I'm still unclear as to why the difference between Denver and Utah. You said different platforms? A. Yes. Time. Computers change. Utah has the latest greatest. Denver has a three-year-old server. Compaq bought digital. Compaq was bought by Hewlett-Packard. It destabilized the products that they were making. ADP moved to IBM.

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Three for the Miller organization. When you worked on -Four. I'm sorry, four. Strike that. Four. You are starting to sound like a lawyer that." Well, I'm borrowing yours. How many -- I'm sorry, strike that. Which four did you perform after you were at Larry Miller Denver? A. Ford Truckland, Larry H. Miller Ford Truckland, Larry H. Miller Ford Superstore, Larry H. Miller Ford Parts Warehouse, and Butterfield Ford. Q. Is that how you met Moneca Alivera, at Butterfield Ford? A. No. I had worked with Moneca three years ago when we were doing other things for her site. Q. What types of things were you doing at Butterfield for Moneca Alivera? A. I wasn't doing anything for Moneca at Butterfield Ford. She runs Larry H. Miller Chrysler Plymouth and the group of companies surrounding, so Subaru, Dodge, and I believe she has got under her wing Used Car Supermarket also. Q. What kinds of functions were you performing about three years ago for her locations?

A. Q. A. Q. "strike A. Q.

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A. We were doing multicompany conversions, so we were taking single entities and combining them with her accounting office. Q. Have you completed that? A. Yes. Q. When you were doing the computer conversion for Brad Francis Chevrolet -A. Uh-huh. Yes. Q. -- and Brad Francis Ford and Denver-Toyota, were any of these -- strike that. Prior to your computer conversion at Larry Miller Denver-Toyota, had any of the other conversions been converting from Reynolds and Reynolds? A. Yes. Q. How many? A. One. Brad Francis Chevrolet. Q. What did Brad Francis Ford convert from? A. They converted from their -- from another client's -- their old hardware to a new piece of hardware similar to what we did at Boulder-Toyota. Q. Do you mean Boulder-Toyota or Denver-Toyota? A. Boulder. Boulder-Toyota moved on to the system that Denver-Toyota eventually ended up on in December of '99. Q. So you did that in addition to the other four
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in Denver? A. I just wanted you to be specific about which Larry Miller store, since there are so many. I was made aware that in -- I started to work with the Larry Miller Group in September of '99, but not full time. I was informed that we would be moving Boulder-Toyota and Denver-Toyota to ADP in September when I was working with Jim Schoenfeld in Oregon. Q. So you are saying that initially when you started working with the Larry Miller organization in September of 1999, at that time you were informed that you would be converting Boulder and Denver? A. That's what we were told, yes. Q. Were you told at that time of a specific time frame for those conversions? A. Yes, we were. Q. What were you told? A. That we would be -- Brad Francis' site was under construction, that that would be in February; that in March we would be converting Denver. Q. So you are testifying -A. I'm sorry. It's not '99. It's 2000. Q. Is Judy Holmes talking to you there? MS. HOLMES: Yeah. I clarified that he was on the wrong year, so you didn't go through a whole long
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that we discussed earlier for Larry Miller? A. Right, but that's a whole different process. We are going to get into some nuances here. We have conversions. We have migrations, but we have -- we convert people from different hardware sets to new hardware sets. Does that make sense? Q. Yes. So you are making a distinction, then, between hardware sets and actual systems? A. Software. There are dozens of different nuances of what we do with these different platforms and different systems and -Q. When you did the conversion for Brad Francis -- was it Brad Francis Chevrolet? A. Uh-huh. Yes, it was. Q. That was from Reynolds and Reynolds. Was that a software conversion? A. It's both a soft- and hardware conversion because they no longer live on their Reynolds and Reynolds system. They moved to an ADP system. Q. Is that the same process that you used for the Denver-Toyota store? A. Yes, it is. Q. I want to talk for a minute specifically about the conversion at the Larry Miller store. When did you first learn that that conversion would be taking place

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series of questions on the wrong year. MS. RYAN: I'll just ask -- I appreciate that, Judy. I'll just ask that you do that on the record so that we know when comments are being made. MS. HOLMES: I didn't do it off the record. I just asked him when you were right here. THE DEPONENT: My fault. MS. RYAN: I didn't hear anything. I just see the witness looking over at you and then changing his testimony, so I just want it to be clear so that there are no questions. That's all. MS. HOLMES: I object to your implication that I'm doing something improper, Kim. After all this, I really don't think that's fair. You are wasting time. MS. RYAN: I think you are taking something personally that is not intended as a personal affront. MS. HOLMES: Yes, I am. MS. RYAN: Now, I think when you see the witness looking at someone else in the room and changing his testimony that could look worse for you than if you just state it on the record. So I'm not -MS. HOLMES: Why don't you just ask your questions and I won't correct him and you can deal with it later. MS. RYAN: Well, don't take it personally.

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It's not a personal affront. I just want to make sure the record is clear. THE DEPONENT: My fault. I screwed up on the date. Q. (BY MS. RYAN) Well, that's okay. I'm not assigning blame. I just want to find out what you are talking about. You said that you were notified in September -A. Of 2000. Q. -- of 2000 -A. Right. I officially -- ADP moved me to working with the Larry Miller Group in February of 2001. In 2000 -- ADP is a big corporation that moves very slowly. So in September of 2000, I was told that I would be moved to work with Miller Group and I was put on select small projects prior to my official change to that group. Q. Is it your testimony, then, that in September of 2000 -A. Yes. Q. -- that the Larry Miller organization -someone within the Larry Miller Group told you that the Denver-Toyota store would be converting in March of 2001? A. Approximately, yes. And, again, that was
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Q. So the date that you had been advised that you would likely be converting the Denver-Toyota store, then, was a fluid date? A. Yes. I mean -Q. Do you know who ultimately made the decision as to when the computer conversion at the Denver-Toyota store would take place? A. I believe that was a combination between ADP and the Miller organization based on resources that we had. This is not a one-person project, so I'm dependent on a number of other people being involved to do one of these conversions. Q. Did you have a contact person at Larry Miller at that time? A. At what time? Q. At the time -A. February, September? Q. At the time that you were making this decision to convert it based on the resources that you had. A. I didn't make that decision. My supervisor did, Linda Huck. Q. What is her title? A. She is a client account manager. Q. At the time that the decision was made to proceed with the conversion at Larry Miller, who was
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predicated by Brad Francis' construction completing on time. Q. What do you mean when you say -- who is Brian Francis? A. Brad Francis. I'm sorry. Brad. Because that site was under construction so we couldn't convert them until they were moved into their new building. So had that construction date slipped, we would have had to slide other projects' dates. Q. Let me just get the chronology clear, then. A. Okay. Q. You said that you had done three conversions before you did the Larry Miller Toyota. A. Right. Q. The first one was Brad Francis Chevrolet. A. Right. Q. When was that computer conversion done? A. That one was done in February. Q. February 2002? A. Right. No. That would be 2001. Q. When was Brad Francis Ford converted? A. Approximately that same time because we had to move them onto the one system. Brad Francis shared -at that point shared one computer system between Ford and Chevrolet.

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your contact person at Larry Miller? A. That's -- Linda Huck, Mike Cass, a group of people from the Larry Miller organization met with the staff at Denver-Toyota. I was not at that meeting. The conversion was discussed, the time frames were set at that point. They do something called a walk-through. They go through every department, meet with all the managers, parts managers, service, accounting, the GM, sales manager, and they investigate what's going to go on, make the client aware of how the process is going to go, the dates, ADP's needs, and what the client needs to do in regards to training and their involvement. MS. RYAN: I would like to take a quick five-minute break, please. THE DEPONENT: Okay. (Recess taken.) Q. (BY MS. RYAN) We are back on the record after a brief break. I would like to talk for a few moments about the actual conversion at the Larry Miller Denver-Toyota store. Did you participate in the computer conversion? A. Yes, I did. Q. What was your role? A. I was the project manager. Project lead for that.

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Q. Did you have a team of individuals helping you? A. Yes, I did. Q. How many? A. It varied from week to week. Anywhere from three people on site to seven people on site. Q. How long did the computer conversion take from beginning to end? A. Probably a total of about ten weeks to get everything the way it needed to be to make it run. Q. When did it begin? A. In early February or mid-February, we would have -- well, let's go chronologically. The presite that I didn't attend where my supervisor, another project lead named Mike Cass, Jim Schoenfeld, Karen Shields, and various and other sundry folks that I don't have that whole list of, did in either -- I believe that was done in December or November, late November or early December. That's where they walked the site, met with all the department heads, met with the GM, and went through that. That's the kickoff to the conversion process. Then in late January or February, we started to have -- we needed the tapes from the Reynolds and
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Q. How long does a typical conversion take? MS. HOLMES: Object to the form of the question. Q. (BY MS. RYAN) You can answer it. You'll see that throughout this deposition process there will be times that Judy will object. What she is doing is preserving her objection for the record. Unless she instructs you not to answer, which I can't imagine happening since she doesn't represent you, you can just go ahead and answer. A. Okay. I was just going to wait until somebody told me to do something. No worries. You guys are in charge. Typically they last two weeks. We are in and out in about two weeks. We have a week of follow-up, what we call "month end." We generally send somebody back in to the accounting office to help with the month-end close. Q. Let's go back to our chronology, then. You said that the AEs arrived in March of 2001? A. Late February because we go live -- back in those days -- things have changed in the last three years. Back in those days we went live at the beginning of the month. Q. So once the AEs arrived, what happened next?
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Reynolds system, so we had tapes pulled and those were then FedExed to ADP's conversion group in Kentucky where they converted the data and got that ready. Then we kicked it off probably late February to get -- to start the setups, and the AEs arrived a week before we converted them in March to do the setups, meet with the department heads, and get ready to go. And if need be, I can provide you with the names of those folks. Q. Okay. What were their names? You say AEs. Are you referring to account executives? A. Right. I will have to go back to our -- the e-mails and things I got from ADP because I can't remember specifically those folks' names off the top of my head. Q. Okay. A. But each department had a dedicated AE that worked with that department. Q. Each department within -- at that site? A. At that dealer, right. So service had an AE, parts had an AE, accounting had an AE, FNI had an AE. At some points accounting had two AEs, so, you know, different -- depending on the stage of the conversion, different people had different resources available to them.

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A. The AEs meet with the departments to make sure that everybody knows that we are on deck and that we are going to get going here, and they work with the department -- each department to do their setups. The setups that -- we migrate the data or convert the data, but we can't take the setups that were in the Reynolds and Reynolds system and just bring them over, so that has to be inputted by the department head and their core folks. So each department had to go through and do their setups and get the system ready. That's kind of a -- because we put a whole -an ES -- one of those boxes I spoke of earlier. We put an ES40 into that Denver-Toyota site, so that was our other engagement with Denver-Toyota. We had to build a computer room in Denver-Toyota, which was a couple-of-week process in the end of November -mid-November, end of November, early December before we moved Boulder-Toyota onto that, because Boulder-Toyota's information also resided on the same computer system that Denver-Toyota did. Toyota had to come in and install some hardware for their communications, et cetera, et cetera, before we could do all that. So there was a big preamble in that chronology of building this computer room, tiling the floor -- I'm giving you more

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information than you need probably. Q. No. I do appreciate it. It's very helpful, actually. I'm wondering when that computer room was built. A. I'm sorry. I probably mumbled that. It was mid-November we started that through December. Q. Then you were in charge of the account executives? A. Yes, I was. Q. When did -- so the account executives and you showed up at the Denver store in February? A. Late February. Yeah, late February. Q. Then what happened? A. They met with all the department heads, got the setups in, and then the weekend prior to -- I don't have a calendar in front of me, but the weekend prior to us going live -- "going live" is when we cut over and we run on the ADP software. That weekend prior to us going live -- we have another group of folks called "field service." Over about a month period, printers, font cards to drive the printers, to print the invoices and things like that, those all show up and end up in the dealership. ADP ships all the information in, so the dealership is literally overwhelmed with stuff from ADP. Manuals,
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the setups in and get, you know, everything mapped. I think "mapped" might be a -- for a layman term, get everything mapped so the thing would work. I'm sorry. I'm stuck between technical terminology and making this so it works for everybody. Q. I appreciate it. The simple terms -- I guess if you want to quote the Jerry McGuire movie, you know, "Tell me like I'm a five-year-old," that's fine too. Where we want to do technical terms, that will be good too, but I appreciate your explaining it so well. A. Okay. If I belabor something, that's me just trying to get the information across. Q. I'll let you know. A. Okay. I appreciate that. Q. Were you then physically present in Denver at the end of February with the account executives? A. Yes, I was. Q. When did you first meet Roberta Pulse? A. When we were doing the Boulder-Toyota move to that site, I would call Roberta to put a CD in the drive in the ES40 or something else because I was down in Boulder. But when we were building the computer room because I had an active part in building the computer room and helping get the system there, so that process. And then when Brad went -- Brad Hershelman,
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training manuals, reference guides. Those get sent to all the different departments. All that stuff lands. So the AEs arrive that week prior to unpack all that stuff, right? They distribute that information, hand out that. We have -- they are kind of like Smart Cards. They are 8 1/2-by-11 glossed -"quick reference guides," I believe they call them. So each department can kind of get a better handle on what's going on. All the people in the dealership are -- a number of people in the dealership go to a training class off site prior to that. So the Smart Cards just kind of help them get up to speed or, you know -- on that Monday that we go live or whatever day that is -the 1st is when we cut over -- those folks reference those cards. If an AE is not standing beside them, it gives you something quick you can look at and off you go. Q. So with respect to the Denver-Toyota store, then, the training actually -- are you saying that the training occurred the week before it went live on March 1? A. That's setups and pretraining. You really can't train without data and setups in, right. So the AEs were there to work with the department heads to get

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who was at Boulder-Toyota -- when Brad would need -- we would have to have -- because Roberta would put the tape save in every night for us, so I believe during that course -- or somebody from her staff. During that period of time she was one of our primary liaisons to, you know, be able to walk down the hall, do something for us on that machine, because it was just down the hall from her office. Q. The Boulder conversion started when? In November? A. We did that in December, if my memory serves me right, like December 10 or something like that. But we have all those dates. I mean, ADP keeps pretty -from a billing standpoint, we have pretty good records, so if we needed them to the nth degree, I could provide you with -Q. I appreciate that. A. You may need to give me a homework list then. Q. I'll make a list. So you said, then, that Roberta was helping you while you were doing the Boulder conversion; is that accurate? A. Right. Yes. Q. Did you find Roberta to be helpful during that process? A. Yes.

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Q. Did you encounter any problems at all doing the Boulder conversion process? A. Technical problems or -Q. Would you say -A. Can you be more specific? Q. Would you say overall that converting the Boulder store went smoothly? A. Yes, it did. It went very smoothly. We had a couple of little issues, but nothing big. Q. How about the Denver store? Would you say that computer conversion went smoothly? A. Two different types of conversions. Boulder was already on ADP, so that's migrating them to a different platform, setting up a network, things like that. Q. Denver, then, had a different type of a conversion than Boulder? A. Yes, it did. Q. Let's go back to our chronology, then. You said that the AEs showed, you showed up on site. What happened, then, after that initial period when people were getting their Smart Cards and you were going live, that kind of thing? A. What happened? Q. Yes. What was the process?
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et cetera. So we did that Sunday. During the time that we are doing that, ADP is actually dumping data into the system. The final -from that final tape -- and also the folks downstairs, parts and service -- when we pull that tape, that last tape, we pull it seven days outish. So what happens is the entire dealership needs to know what we call the "cutoff date." So at the cutoff date, they have to start keeping -- parts keeps their invoices, service keeps their ROs, accounting keeps kind of a listing of where their checks and things are at from those seven days out because they are going to have to re-enter all that stuff manually because we didn't get that information on that last pull. So that Sunday, the folks in fixed ops had to come in and input all that data. That's our first kind of training course. All the AEs are there and they work with everybody in all the departments inputting the data. Q. Do you remember whether you worked with Roberta Pulse on that Sunday? A. I was so busy with the hardware that the AEs -- I would have to go back and consult with that AE that worked in accounting because I really just dealt with the hardware part of it because that was a huge
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1 the data that was converted. Roberta had sent ADP's 2 conversion folks tapes a couple of times. We would have 3 to do what we call "pull dates," because ADP can't 4 access the Reynolds box. I'm not capable of doing that, 5 so I had to have -- and we generally have the accounting 6 office -- they end up being the system administrators 7 quite frequently. The Reynolds box was right outside 8 the accounting office's door in a little phone closet. 9 So they pulled those tapes, sent those. ADP 10 gets that data and then we -- ADP actually dials into 11 the system, dumps the data. The night before we go 12 live -- so we are back to field service. ADP's group of 13 hardware engineers comes in. 14 So Boulder-Toyota was -- I mean, Denver, I'm 15 sorry. Denver-Toyota was closed on Sunday. So myself, 16 a gentleman named Dave Young from ADP, and Dave Schmock 17 from ADP also, Mike Dalley from Larry Miller, Jim 18 Schoenfeld went through that entire building and removed 19 on that Sunday the R&R hardware, so we had to take down 20 the old hardware and install all the ADP hardware that 21 had been shipped in over the past month. 22 So that's kind of the first big physical phase 23 of that conversion is that Sunday knock out all the 24 hardware and get the network set up, et cetera, 25

A. There is the -- we loaded all -- ADP loads all

task. Q. Do you remember who the AE was for accounting? A. I believe it's Lindsey, but I don't remember -- I know her first name is Lindsey, but I don't remember what her last name is. I'm not sure if it's really Leslie or Lindsey, but I can find out. She still works for ADP. Q. Okay. So on that Sunday, then, is the first real training that they are on site; is that what you were saying? A. No. The AEs were there the week before. That was kind of an inputting day. Q. Okay. So then on that inputting day, you were working with the hardware and the software and the AEs were working with the different division heads, right? A. Uh-huh. Department heads, yes. Q. What was the next step, then, in the process? A. Going live Monday morning or the 1st. Whatever day that really worked out to. The night before we go live, we do all that input. Again, I don't have a calendar, but my best recollection is that we were pretty lucky and it fell on a Sunday to get the hardware ready and all that kind of stuff. Then we go live which we start very early in the morning. No matter what, it's pretty chaotic

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because everybody is on a new system, and without fail there are bumps and bruises. At this point there are a lot of -- you know, kind of a lot of decisions. Reynolds and Reynolds doesn't work exactly like ADP, so you have to start to make decisions on, you know, We used to do it this way, now we do it that way. So there is a whole big process going on at that point. In the Denver-Toyota process we had trouble with the car INV file and the balances, and Jim was pretty upset. Q. Are you talking still about that Monday when you went live? A. Yeah. I think that bled out even into like Tuesday or Wednesday that we still didn't have balances and that we were working on that part of the process. Q. So you mentioned two things. Car IV file? A. Car INV. Q. INV? A. Yes, which translate out to car inventory. Q. And balances? A. Yes, because every car has a cost, right, and so we were having trouble tying the cost together with the cars and getting them to work. Q. Do you know why there was a problem with those two areas that you've identified?
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Q. They weren't really little, were they? These were kind of big problems that were causing you difficulty; is that right? A. It impacted the continuity of what my people were able to do, right. I mean, when the system goes down, it crashes. I think our big concern is that we didn't want the end users both in Boulder and at Denver -- from my corporation's standpoint that doesn't look good for us. Again, it hurts the continuity and it hurts -- I think our big thing -- and that's why we have that presite is for people's confidence, right; that the end user is confident in the process and confident in the hardware and their ability to do their job. That was -- it was stressful, yes. Q. How many times would you say that the system crashed either due to the temperature problems or the power supply on that first day or two? A. The first day, I don't think it crashed at all. I think it manifested itself mid-day on the second day and then it crashed three more times before we replaced the power supply and changed the electrical. Q. When the system was crashing, was this while the employees were trying to actually use it? A. Yes, it was. Mid-day. Q. So that's kind of what you were talking about
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A. You know, I don't know that we ever went back and figured out exactly why that happened. Q. Did you encounter any other problems during the computer conversion process at Denver-Toyota? A. Yes. We had problems with the power supply on the ES40. We thought at the time somebody was actually dialing in and killing the box, but what was happening was that the electrical had been done incorrectly, and periodically as the power supplies hit a certain temperature, the box would shut down spontaneously. We had a fire drill a couple of times, at least once, but I thought a couple of times in the middle of the day, which then cleared the building and things like that. So that first week was rough. That was a -- it was chaotic. Q. So you said that part of this chaotic environment was due to the power supply on the ES40, the temperatures for the power supplies, fire drills -A. Once the power supply reached a certain temperature internally, it just shut down. It threw a circuit breaker and it went down. We had to replace some parts in the middle of the night and then have the electricians come out and change the polarity and the wiring and that. So just a couple little things to add to the party.

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too when you have concerns about employees and their confidence levels, if you've got it crashing, then of course it kind of creates some havoc for the employees? A. Uh-huh. Yes. Q. Thanks. A. That's our concern. It just -- it didn't feel good to us. Q. I understand. You said that Jim Schoenfeld was upset? A. Yes. Q. Can you describe how you knew that he was upset? A. It would be -- he was angry with -- because I'm his liaison to ADP, right? He voiced his frustration to me. At that point we were -- like I said, we weren't sure why the box was going down. We thought maybe somebody from ADP was actually taking the box down. We saw one of the modems going -- there was activity on the modem when the box went down twice, so we thought maybe somebody had dialed in and was actually sabotaging the system. So he expressed that I figure out why this thing was going down and figure it out fast. Q. Was he acting angry? A. Yeah. Yeah. Anger is fear and he didn't want

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his end users -- there is a -- to give you a -- I mean, he just didn't want his end users coming back to him saying, Why are we going onto this ADP system? You know, why did we do this? So there is a lot at stake in these conversions. That's normal whether it's Larry Miller, AutoNation, United Auto Group, Sonic. I mean, the same thing. System administrators have a lot on the line and they don't want the end users tearing them up, so it just flows downhill. Q. Did you ever have -- have you ever had another computer conversion that was as chaotic as this conversion at Denver-Toyota Larry Miller? A. I hadn't then, but I have now. Q. So to that time, you had never had one that had been more chaotic than this Denver-Toyota conversion? A. No. It was pretty chaotic. With that mix of different things going on; yes, it was. Q. How many other chaotic conversions have you had since that time? A. Dozens. Q. So it just sometimes happens when you are doing a highly technical computer conversion from one system to another that you are going to run into problems that will end up with corruption?
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December, it would have then been another at least three months before this all actually started being implemented at the Denver-Toyota store? A. Yes, which gives everybody time to be okay with the idea and work through their processes, right? Q. Could it also give people time to forget about all the things that you told them in November when you don't do it actually until March? A. The presites are followed up with a presite letter that really kind of outlines what's going to happen, and that kicks off that whole process. So in this day and age, yes, anybody can forget, but on the other hand -- like I said, we do it both ways. We give them three-months notice or we drop in in the morning and say, Here we go. We have been successful with both modalities. Q. Who do you send this presite letter to? A. To the general manager and all the department heads, generally speaking. Q. Do you know whether a presite letter was specifically sent to the general manager at the Denver-Toyota store and also to Roberta Pulse? A. I can't speak to that. I could find out, but I can't speak to it. Q. Would you have a copy of that letter in your
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A. Uh-huh. Q. Yes? A. Yeah. Or doing it for AutoNation, midway through it they stopped the whole conversion and we stopped doing it. They went back to their old system, so things happen. Q. So it's very important, then, that the department heads have adequate notice of the planned conversion and opportunity to prepare both themselves, their documents and their staff? A. If the office is running really well, we have dropped in with 24-hours notice and converted stores. Butterfield Ford for Miller, Mr. Miller told me five and a half hours out before we did it, and we went in the next day and did it. I don't know that that's really -that was what that presite was about in the November/December time frame, right, is to give everybody a heads-up to what was going on. Q. So then you think that a presite occurred for the Larry Miller Denver store in November, but you weren't there? A. Right. I wasn't there. Q. But you think that's probably the time frame? A. I believe so, yes. Q. So if the presite then occurred in November or

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file somewhere if it had been sent? A. Not me personally, no. But ADP would. Q. You could find it? A. If it was sent, yes. Q. Can we put that on your homework list? A. It's three years ago. I'm really dependent on client files and things like that, so I don't know. I can't speak to it, but as a rule of thumb, ADP sends that letter out. My old supervisor is incredibly efficient, so I'm sure there are detailed notes and all that kind of stuff. Q. Is that something we can put on your homework list to send to me? MS. HOLMES: Well, we are not necessarily agreeing to produce all of this. MS. RYAN: I'm actually -MS. HOLMES: We'll have to talk about that. MS. RYAN: We'll work through that. I just want to get back now to the questions, though. Q. (BY MS. RYAN) You said that at least for the first two days of the conversion at Larry Miller Denver that it was chaotic. How long did that chaos last for this conversion? A. Almost the entire time in varying levels, but it -- with all the employee things, the change in

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management made it for us, for ADP -- I really only speak from the ADP perspective. I mean, as far as -- I think at some point we tried to make sure that the end users weren't living that way, but we were and because of the timing, I had to bring more people out and things like that. Q. At some point in time during this computer conversion, were you aware as to whether there was going to be a change in either splitting up the Denver-Toyota store and the Used Car Supermarket store or combining them? A. Yeah. We went to a multicompany environment, which was similar to what we did with Moneca in Salt Lake City. Q. Did that conversion -- did that change of splitting up those two entities impact the difficulties that you were having with the conversion? A. It made -- I actually had to bring a different -- the initial AE that I had there didn't have multicompany experience, so I brought a woman named Anne Kuntz in that had multicompany experience. Q. When did you learn of this change to the multicompany environment in terms of this whole process of the conversion? A. I don't know specifically. In that first
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it went well. Q. Based on your understanding of the situation, then, the information that was coming over from the ADP system -- I'm sorry -- from the Reynolds and Reynolds system -- strike that. Let me start over. A. Okay. Q. Based on your understanding, then, the information that was coming over from the Reynolds and Reynolds system was being corrupted during the conversion process and didn't come over in the same way as it had been on the other system? MS. HOLMES: Object to the form of the question. A. It wasn't corrupted. No data was corrupted. Corrupted would be unreadable. It goes to that things weren't set up correctly. The way it was in the R&R system and the way that it was going into the ADP system, it wasn't meshing. We weren't getting matches. So it wasn't coming over -- one bucket to one bucket, it wasn't coming over that way and we couldn't get answers on why it wasn't coming over in that way. That's what was making it really tough is that there just wasn't a bucket-to-bucket transfer; that it was that skewed. That's where we had a lot of problems. We were trying to get the information and trying to understand how it
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couple of weeks, I know that we had to make some changes. From a project management standpoint sometimes the -- I was more removed from that part of the process, and at that time we were also working on a -- the Miller organization had acquired Gene Osborne Volkswagen also in Denver, so we were -- my time was being split between those two sites. So that -- again, that's an on-site person who would better know. MS. HOLMES: Can we take about a three-minute break? I need to check on the next witness and make sure we are on board. MS. RYAN: Sure. (Recess taken.) Q. (BY MS. RYAN) So you said that Jim Schoenfeld was upset at the way the conversion was going initially? A. Yes. Q. How did he communicate that to you? What did he say or how did he act? MS. HOLMES: Object to the form of the question. A. He just needed to get -- you know, we needed to make sure everything was running right. Q. (BY MS. RYAN) Did he yell at you? A. No. He just explained that we needed to have everything running right and that it was paramount that

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was. ADP people don't know how Reynolds runs. We have a little bit of insight, but, again, based on the agreement between our companies, we don't know what they do and how it works, so that's where we had to try to get answers from the end users who had been utilizing the Reynolds system and help us figure out how to get that information over. Q. So, in other words, if you had, for example, A, B, C in the Reynolds and Reynolds system and then you're converting it over to the ADP system, it would be possible, then, that some of the information in the ADP system could come over as just C? A. Exactly. Yes. Q. That's what occurred, then, in this conversion at the Denver-Toyota store? A. Right. Q. Do you know what departments within the Denver-Toyota store were experiencing data issues? A. Accounting had significant data issues. On the first day we had issues with the parts, but we were able to re-sort the parts information and drop that information in correctly. So we were able to outrun the parts problem fairly fast. The accounting area was the hardest to try and it's the most complex.

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Q. Is that why it was the hardest -- it was harder than the issues with the parts department? A. Accounting is three dimensional, and I think requires more input from the office than parts. Parts are parts. There is a price and there is a part number. Once we were able to re-sort everything and get the price and the part number together, that's fixed. Accounting is receiving information from all the different departments and the schedules, the general ledger, all of that is more detailed. Q. Based on your experience and participation in this particular conversion with Denver-Toyota, were there then problems with the schedules and the general ledger as a result of this conversion process? MS. HOLMES: Object to the form of the question. A. Yes. We had problems with the schedules and the general ledger and the balances. Q. (BY MS. RYAN) So then were you or your people working more closely with accounting than the other departments to actually prepare for the conversion in advance? A. Not me, but my people -- we worked with the accounting office prior to to get a conversion, a mapping. So there is a worksheet that goes to our
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records that you have. A. Yeah. Our conversion group keeps stuff. But, again, our time span is very long. So I don't know. That's, again, one of those ones that's really hard for me to speak to because e-mail systems change and we don't archive stuff from three years, so . . . Q. Do you remember actually meeting Roberta Pulse in person? A. Yes. Q. How did you all work together during this computer conversion process? A. I think okay. You know, we would have to -- I had met her obviously when we were building the computer room and when we needed to kind of get her synced up to help us with the tapes and things like that prior to. Then during the conversion introducing the AEs and kind of getting them seated in, and then probably in a couple of little meetings sitting down with the AE and Roberta and maybe somebody else from the accounting group and their office just as kind of a third party, you know, somebody with the overview and somebody that's responsible for it. I thought we did okay. Q. This is maybe a technical question that I'm not sure if there is really an answer to, but if you start the conversion -- you said that you go live from
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competitive conversion group that's the mapping, and if that information is given to us correctly, then this generally comes over pretty cleanly. Q. But you don't know in this case whether there was a specific worksheet that was provided by -A. There has to be a worksheet that's worked out with the accounting department prior to because we can't convert anything without that information. We have no access to the Reynolds -- so if we got that tape without the worksheet, then there would be nothing we could do with the data because we wouldn't know where it goes or how it goes anywhere, so that's part of that preamble to the conversion. Q. In this case, do you know who provided that worksheet? A. I can't remember, no. Q. Do you know who would know that information? A. I'm not sure. Again, that's three-year-old things that got e-mailed around and who knows how, where, when, but I can tell you that we have to have it because without it, we don't get this done. So it was done at some point. Does that make sense? Q. Yeah. I'm just trying to clarify that -- or figure out who would have provided the worksheets and if there is any way of determining that based on the

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one night to the next. A. Right. Q. Is it possible if there is a problem to redo the conversion, or is it just a matter, then, if it doesn't work that you have to work out the problems that are in the system that's been converted? A. Well, okay. We can redo the conversion data or we can re -- like we did with parts, right? We can lay the information in and if doesn't look right, we can delete the directory and say, Okay, let's re-sort this information and drop it back in, so we can redo the -and we did in parts redo the conversion. Q. Similarly with accounting, was that something that you employed? A. Accounting was almost more of a process problem. I mean, accounting -- the data was there. It just wasn't -- like I said earlier, I believe we were having trouble going from bucket to bucket, and that's a process problem. That's not a data problem. That's a setup. You know, it was here and we understand how it worked over here and now it's over here and we are not meshing up with how the things went. What we found in successful conversions was the folks' ability to understand what they were doing, have a global knowledge of how it's all running, and how

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it all fits together, and then being able to translate that to get it to the other side. So there is a translation because the terminology -- what they say is a 90 report in ADP may be something completely different. It may be AGRI. So it's that process of being able to tell people what a 90 report -- I mean, when it doesn't work right, right? When it doesn't come over just right is to be able to say, you know, We were running the 90 over here, and a 90 does detail balance forward, and then -- you know, something to that effect, right? Then you can work through that process. So that's a matter of -- again, I keep saying it here, but it's a process. It's not corrupted data, it's not bad data. It's a process. Q. When you say "process," does that also mean that -- is it technology? The information, is it technology or is it just -- it's the way the information is being translated and converted from one system to the other? A. No. It really truly is -- when we think about process, there is no technology involved in that. That's core, old-fashioned -- you know, this is a general ledger and this is -- the two companies do handle the GL, general ledger, differently, right? So what I'm saying what a process is, it's
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from Reynolds and Reynolds to ADP, that it wasn't all coming over from Reynolds and Reynolds to ADP. A. We were missing on the sort. Remember, I kind of -- then you used the analogy about A, B, C dumped into the C bucket, right? We need to understand how it was over here because we don't have access to that, right? I can't get on a Reynolds and Reynolds system and troll through the Reynolds and Reynolds system. I can troll through the data. We signed an agreement with Reynolds that we can look at the data, but the data is just raw. So to get it back over here, I have