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From: Bob Fenwick [bfenwick@mindspring.

com]
Sent: Monday, August 07, 2017 8:41 AM
To: Galvin, Kathy; Brown, Craig; Jones, Maurice; Signer, Mike; Murphy, Mike
Cc: Bellamy, Wes; Signer, Mike; Szakos, Kristin; Fenwick, Bob; Jones, Maurice; Murphy, Mike; Thomas,
Al; Dickler, Miriam; Kathleen M. Galvin
Subject: Re: Memorandum -- privileged and confidential -- attorney-client privilege and work product

I would appreciate timely notice of when and where the press conference will be held. I’ll be
working and I need time to change out of my work clothes. The full council should be on hand
and participating.
Bob 981-2298

From: Galvin, Kathy


Sent: Monday, August 07, 2017 8:25 AM
To: Brown, Craig ; Jones, Maurice ; Signer, Mike ; Murphy, Mike
Cc: Bellamy, Wes ; Fenwick, Bob ; Signer, Mike ; Szakos, Kristin ; Fenwick, Bob ; Jones, Maurice ;
Murphy, Mike ; Thomas, Al ; Dickler, Miriam ; Kathleen M. Galvin
Subject: Re: Memorandum -- privileged and confidential -- attorney-client privilege and work product

Thank you Craig.

Mayor Signer, Maurice and Mike,

When and where is the press conference scheduled for today? Is it anticipated that only the
Mayor, City Manager, and perhaps the Chief of Police and the City's Attorney will make
statements? Will all councilors be given an opportunity to speak? When will the full council be
given details and talking points about the city's plans for protecting the city next Saturday
8/12/17, as first proposed in a communication plan by Maurice and Miriam before Maurice left
for vacation?

In my view it would be inappropriate for some (but not all) councilors to:
1.) first learn of these plans at the press conference or in the daily newspaper along with the
general public; and
2.) be engaged with the detailed formulation of these plans, without the full council's
knowledge and consent via assignation of that authority to one or two specific councilors (as
has been done with other negotiations in the past, such as the co-location of city/county courts
and the water street parking garage.)

As a corporate body, all five councilors are responsible for safeguarding the public's well
fare. Please clarify as soon as possible. Many thanks.

Best,
Kathy
Kathleen M. Galvin, AIA
Charlottesville City Councilor
From: Signer, Mike
Sent: Sunday, August 13, 2017 2:13 PM
To: Jones, Maurice; Murphy, Mike
CC: Rice, Paige; Bentley, Terry
Subject: Fwd: Dept. of Justice CRS Offer to Assist
Attachments: image001.jpg; ATT00001.htm; crs_fact_sheet.pdf; ATT00002.htm

Maurice, Mike - I talked with Suzanne just now. I think this is an excellent opportunity for the
City to show we're moving forward with skilled and proven assistance from the highest
levels. She is here through Tuesday. I'd like to suggest a meeting tomorrow with her,
yourselves, someone from CPD and Charlene Green. And then we can swiftly announce that the
City has decided to work with DOJ on reconciliation and paths forward.

If amenable Paige can go ahead setting up. Suzanne is here till Tuesday.

Thank you for all you're doing.

Mike

Sent from my iPhone

Begin forwarded message:

From: "Buchanan, Suzanne (CRS)" <Suzanne.Buchanan@usdoj.gov>


To: "Signer, Mike" <msigner@charlottesville.org>
Subject: Dept. of Justice CRS Offer to Assist

Mayor Signer,

I'm reaching out to you on behalf of the United States Department of Justice
Community Relations Service (CRS) to offer the City of Charlottesville our
agency services in assisting with planning and implementing a recovery process.

While I understand today and tomorrow maybe a time for critical response with
regard to law enforcement and understanding what happened, planning to help the
city heal is an equally important need and a process that the Community Relations
Service specializes in.

We have been in touch with the City Manager who has been very responsive;
however, I wanted to convey this offer of assistance to you personally during this
critical time.

In case you are unfamiliar with a mandate of my agency, CRS works to prevent
and address community conflict specifically based on race color national origin
religion gender identity sexual orientation and disability. We specialize in
working to prevent and address hate crimes and help communities recover when
bias-based incidents occur. CRS does not investigate prosecute or assign blame,
instead we focus on the strengthening relationships by helping communities
navigate difficult conversations, come together for constructive dialogue, and plan
the next steps forward.

I am currently in Charlottesville and have offered to attend any critical meetings


that may occur Monday in my email to the City Manager.

Attached you will find a brochure which should provide you a better introduction
to my agency and the scope of work we conduct. Please think of it as a loose
template since we tailor our work to meet the needs of the communities we serve.

Below you will find my contact information, please don't hesitate to reach out by
phone or email during this critical time.

Thank you for your time.

Respectfully

Suzanne V. Buchanan

Conciliation Specialist

Community Relations Service

U.S. Department of Justic

200 2nd & Chestnut Street


Suite 208
Philadelphia, PA 19106

Mobile: 267 275 7423

www.justice.gov/crs

America’s Peacemaker

Conciliate ~ Mediate ~ Facilitate ~ Educate


WARNING AND CONFIDENTIALITY NOTICE:

The information contained in this e-mail message, including


any attachments, is confidential, may be subject to the
attorney-client privilege or other privileges, may constitute
inside information, and is intended only for the use of the
intended addressees. In the event this communication was
received by you in error, please notify the sender immediately;
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CRS Fact Sheet Spread 10-27SS:Layout 1 10/28/10 9:29 AM Page 1

U.S. Department of Justice


U.S. Department of Justice — Community Relations Service
Community Relations Service

CRS REGIONAL AND Southeast Regional Office Southwest Regional Office Denver, CO 80204-3584
FIELD OFFICES (AL, FL, GA, KY, MS, NC, SC, TN) (AR, LA, NM, OK, TX) 303/844-2973
U.S. Department of Justice U.S. Department of Justice 303/844-2907 FAX
New England Regional Office Community Relations Service Community Relations Service
(CT, MA, ME, NH, RI, VT) 75 Piedmont Avenue, NE, Room 900 1999 Bryan Street, Suite 2050 Western Regional Office
U.S. Department of Justice Atlanta, GA 30303 Dallas, TX 75201 (AZ, CA, GU, HI, NV)
Community Relations Service 404/331-6883 214/655-8175 U.S. Department of Justice
408 Atlantic Avenue Room 222 404/331-4471 FAX 214/655-8184 FAX Community Relations Service
Boston, MA 02201 888 South Figueroa Street, Suite 1880
617/424-5715 Field Office Field Office Los Angeles, CA 90017
617/424-5727 FAX U.S. Department of Justice U.S. Department of Justice 213/894-2941
Community Relations Service 213/894-2880 FAX
Community Relations Service
51 S.W. First Avenue, Suite 624

T
Northeast Regional Office 515 Rusk Avenue
Miami, FL 33130 Field Office he Community Relations Service is the Department's "peace- lege administrators, civic leaders, and leaders of non-traditional
(NJ, NY, PR, VI) Houston, TX 77002
305/536-5206 U.S. Department of Justice
U.S. Department of Justice 713/718-4861 maker" for community conflicts and tensions arising from dif- organizations. The effectiveness of CRS services is based, in
305/536-6778 FAX Community Relations Service
Community Relations Service 713/718-4862 FAX
26 Federal Plaza, Suite 36-118 90 Seventh Street, Suite 3-300 ferences of race, color, and national origin. Created by the Civil part, on voluntary cooperation by parties representing all sides
Midwest Regional Office
New York, NY 10278 (IL, IN, MI, MN, OH, WI) Central Regional Office San Francisco, CA 94105 Rights Act of 1964, CRS is the only Federal agency dedicated to of the conflict.
212/264-0700 U.S. Department of Justice (IA, KS, MO, NE) 415/744-6565 assist State and local units of government, private and public organ-
212/264-2143 FAX Community Relations Service U.S. Department of Justice 415/744-6590 FAX • CRS provides expertise and guidance regarding methods and
izations, and community groups with preventing and resolving racial
230 South Dearborn Street, Room 2130 Community Relations Service
Northwest Regional Office and ethnic tensions, incidents, and civil disorders, and in restoring policies that help calm racial tensions and resolve conflicts;
Mid-Atlantic Regional Office Chicago, IL 60604 601 E. 12th Street, Suite 0820
(DC, DE, MD, PA, VA, WV) Kansas City, MO 64106 (AK, ID, OR, WA) racial stability and harmony. CRS fosters collaborative approaches between state and local
312/353-4391
U.S. Department of Justice 312/353-4390 FAX 816/426-7434 U.S. Department of Justice governments, and community groups, for preventing and
Community Relations Service 816/426-7441 FAX Community Relations Service responding to civil disorders;
U.S. Custom House Field Office 915 Second Avenue, Room 1808 With passage of the Matthew Shepard and James Byrd, Jr. Hate
2nd and Chestnut Streets, Room 208 U.S. Department of Justice Rocky Mountain Regional Office Seattle, WA 98174 Crimes Prevention Act, CRS also works with communities to employ
Philadelphia, PA 19106 Community Relations Service (CO, MT, ND, SD, UT, WY) 206/220-6700 • CRS improves lines of communication between federal,
strategies to prevent and respond to alleged violent hate crimes
215/597-2344 211 West Fort Street, Suite 1404 U.S. Department of Justice 206/220-6706 FAX state, and local public officials, community leaders and
Detroit, MI 48226 committed on the basis of actual or perceived race, color, national
215/597-9148 FAX Community Relations Service residents;
313/226-4010 1244 Speer Blvd. Suite 650 origin, gender, gender identity, sexual orientation, religion or dis-
313/226-2568 FAX ability. CRS facilitates the development of viable, mutual under- • CRS helps schools, colleges, and universities to resolve
standings and agreements as alternatives to coercion, violence, or conflicts and disputes through formal mediation or
litigation. It also assists communities in developing local mecha- other conciliation approaches;
nisms, conducting training, and other proactive measures to pre-
U.S. Department of Justice vent tension and violent hate crimes. CRS does not take sides • CRS helps establish programs to eliminate racial miscon-
Community Relations Service FIRST CLASS MAIL
among disputing parties and applies skills that allow parties to come ceptions and build multiethnic coalitions.
POSTAGE & FEES PAID
DOJ/CRS to their own agreement.
Washington, D.C. 20530 Permit No. G-71 “…we may not look the same and we may not come
CRS is not a law enforcement agency and does not impose solu- from the same place, but we all want to move in the
Official Business
Penalty for Private Use $300 tions, investigate, or prosecute cases. CRS mediators are required same direction – towards a better future for our chil-
by law to conduct their activities in strict confidence and are pro- dren and grandchildren.”
hibited from disclosing information about cases for which it has — President Barack Obama
provided services.
SIGNIFICANT CRS ACCOMPLISHMENTS
SERVICES AVAILABLE
During periods of heightened racial tension and conflict in our
Since 1965, CRS has provided experienced mediators to settle nation, CRS has helped thousands of communities. Examples of
community conflicts and violence related to race, color, or CRS assistance include:
national origin. CRS’ highly skilled mediation professionals have
helped resolve thousands of cases involving excessive use of • Civil Disorders. CRS helps mayors, law enforcement, and
force incidents, hate crimes, demonstrations, changing com- community leaders restore stability and order. The death of
munity demographics, and many other emotionally charged an African American motorcyclist in a high speed police
issues. CRS provides its services when requested or when it chase led to rioting in one community. Citizens burned build-
believes peaceful community relations may be threatened. CRS ings and police cars in a violent protest that lasted for more
professionals identify the sources of violence or conflict, and than 48 hours. CRS staff was deployed to help police, local
apply specialized crisis management and violence reduction officials and civic leaders re-establish peace and begin con-
techniques to diffuse the situation. CRS conducts its work on- structive dialogues. Additionally, CRS provided training and
site with state and local officials, Police Chiefs, school and col- technical assistance that focused on averting additional

FACT SHEET • 1
4 • FACT SHEET
CRS Fact Sheet Spread 10-27SS:Layout 1 10/28/10 9:29 AM Page 3

U.S. Department of Justice — Community Relations Service U.S. Department of Justice — Community Relations Service

conflicts and improving the relationship between police and curricula and conducted training programs for law enforce- origin. CRS conducts race relations training for civic lead- 2. We will provide opportunities for all parties involved to
the community. ment, and helped communities by fostering constructive ers and law enforcement officers, and provides technical contribute to and work toward a solution to the racial or
civic involvement in response to hate crimes. In Jasper, assistance intended to increase the level of mutual trust ethnic conflict.
• Church Burnings. As part of a comprehensive response by Texas, CRS assisted officials with contingency planning for and respect between police and residents of minority com-
federal agencies to address church burnings, CRS staff demonstrations and marches in the aftermath of the drag- munities. CRS also offers programs that enhance the 3. If you are a participant in a CRS training session or confer-
worked directly with more than 180 rural, suburban, and urban ging murder of James Byrd, Jr. CRS helped the city prepare capacity of law enforcement to effectively mediate conflict ence, you will receive timely and useful information and mate-
governments in 17 states to help eliminate racial distrust and for the national attention surrounding the funeral and and avoid racial profiling practices, or the perception of rials that will assist you in preventing or minimizing racial and
polarization, promote multiracial efforts for the construction of burial, and then worked with a broad coalition of lead- such practices. ethnic tensions. If you would like more information, we will
new buildings, conduct race relations training for community ers to plan for racial reconciliation. work with you to identify additional materials and resources
leaders and law enforcement officers, and provide technical “Perhaps the greatest strength of the United States is to meet your needs within three weeks of learning your need.
assistance bringing together law enforcement agencies and • Housing. When a Vietnamese youth was shot by three the diversity of its people.”
minority neighborhoods. CRS served as a principal partner on African American teenagers in a low income housing 4. We will be prepared to provide on-site services in major
— Eric H. Holder, Attorney General
the National Church Arson Task Force. project, CRS facilitated communication between the racial or ethnic crisis situations within 24 hours from the
police department, housing authority, and community CRS PROGRAM GOALS time when your community notifies CRS or CRS becomes
• Schools, Colleges, and Universities. CRS services have leaders in an effort to quell volatile racial tensions. In aware of the crisis.
been requested by hundreds of school districts and col- addition, CRS assists community and housing officials by • To create opportunities and mechanisms for constructive
leges. CRS is asked to help address existing racial conflicts coordinating community dialogues when residents are civic discourse on issues of race and ethnicity. CRS helps 5. In non-crisis situations, we will contact you within three
and violence, to develop strategies for avoiding future race displaced due to property redevelopment that is per- give national leadership and assistance to efforts to estab- days of when your community notifies CRS or when CRS
related conflicts, and to conduct training programs for stu- ceived as disparate racial treatment. lish “places and spaces” for effective race relations dis- becomes aware of the situation to discuss your request for
dents, school officials, and parents. CRS’ SPIRIT, or Student cussions. CRS services.
Problem Identifying and Resolving Issues Together pro- • Environmental Justice. CRS addresses racial conflicts
gram, is available to help senior and junior high schools based on environmental issues. When a local airport • To provide a high caliber of conflict resolution and prevention 6. We will handle your community’s challenges in strict
identify and defuse racial tensions. This program also expanded and new flight patterns were established over services to those communities most vulnerable to significant confidence. CRS mediators are prohibited, by law, from
engages local police and school stakeholders as key part- a minority community, residents alleged disparate treat- race relation tensions, conflicts, and violence. disclosing information about cases for which they have
ners in the design of a peer mediation program. ment upon learning that a neighboring and primarily provided services.
White community received noise abatement funds as mit- • To build enhanced dispute resolution capabilities in local
• Demonstrations, Marches, and Other Special Events.
igation. In response, CRS worked closely with the resi- communities, including high schools, colleges and universi-
CRS mediators work to help local officials effectively plan
and communicate using methods that will reduce the
dents, city, airport, and Federal Aviation Administration ties, so that local institutions will be able to resolve their CRS OFFICES
officials to address the conflict. own conflicts without external assistance.
prospect of racial misunderstandings, conflicts, and con-
CRS Headquarters
frontations. Key planning and crisis response assistance • Tribal. CRS provides conflict resolution assistance on issues • To establish bridges between minority groups and law U.S. Department of Justice
has been provided in support of political conventions, and disputes involving tribes and communities bordering enforcement organizations in order to improve relations, Community Relations Service
spring break events, anti-Martin Luther King and tribal territories. CRS assistance has resolved issues such as community safety, and to reduce the potential for disruptive 600 E Street, NW, Suite 6000
Columbus Day demonstrations, and at numerous protests using tribal lands for sanitary and hazardous waste landfills, conflict. Washington, D.C. 20530
and rallies throughout the country. tax disputes between tribal and state governments, jurisdic- 202/305-2935
tional conflicts and operational agreements between tribal • To improve the preparedness of communities to respond to 202/305-3009 FAX
• Post 9/11 Hate Crimes. Following the terrorist attacks of
and non-tribal law enforcement agencies, state and local civil unrest through the provision of training, contingency
9/11, hate crimes against Muslims and people perceived
government disputes with tribes over gaming activities, and planning, and technical assistance.
to be Muslim increased dramatically. In response, CRS
the protection and disposition of Native American remains
worked to reduce suspicions and inappropriate treat-
and artifacts unearthed as a result of land development CRS CUSTOMER SERVICE STANDARDS
ment of Arabs, Muslims, and Sikhs (AMS) by providing
projects. CRS fostered enhanced cooperation between tribes
cultural awareness training to law enforcement using
on border reservations and the Department of Homeland CRS understands that our work is often practiced during trying
AMS community leaders. CRS also produced an accom-
Security to ensure increased protection along the northern times for people and communities, can often address sensitive,
panying video titled, “The First Three to Five Seconds.”
and southern U.S. borders. CRS has also facilitated dialogues emotionally charged, and potentially volatile issues. Therefore,
The video familiarizes law enforcement with aspects of the
between tribal and state governments related to equitable it is important that you know what to expect when you engage
Arab, Muslim, and Sikh cultures in an effort to avoid mis-
education funding. us in resolving the concerns of your community. You can expect
understandings that erode the level of mutual trust and
CRS to meet the following standards when we work with you:
respect between police and members of these cultures.
• Community, Law Enforcement, Government Agency
Partnerships. CRS staff has worked directly with local gov- 1. We will clearly explain the process that CRS uses to
• Traditional Hate Crimes. CRS assists in ameliorating CRS WEBSITE:
ernments and law enforcement agencies in more than 10 address racial and ethnic conflicts and our role in that
racial tensions sparked by hate crimes. CRS has supported www.usdoj.gov/crs
states to address polarization between communities and process.
state and local anti-hate crime working groups, developed
police based on issues related to race, color and national

2 • FACT SHEET FACT SHEET • 3


From: Signer, Mike
Sent: Wednesday, August 2, 2017 12:43 PM
To: Brown, Craig; Jones, Maurice; Murphy, Mike
Subject: Fwd: Engagement letter
Attachments: Engagement letter.pdf; ATT00001.htm

Per my earlier

Sent from my iPhone

Begin forwarded message:

From: Samuel Kaplan <skaplan@BSFLLP.com>


Date: August 2, 2017 at 12:29:02 PM EDT
To: "'Signer, Mike'" <msigner@charlottesville.org>
Cc: Amy Neuhardt <aneuhardt@bsfllp.com>
Subject: Engagement letter

Mike,

Attached is the engagement letter. Available to discuss at your convenience except that
I have a call at 3. Best,

Sam

Samuel C. Kaplan
Partner

BOIES SCHILLER FLEXNER LLP


1401 New York Avenue, N.W.
Washington, DC 20005
(t) +1 202 274-1163
skaplan@bsfllp.com
www.bsfllp.com

The information contained in this electronic message is confidential information intended only for the use of the named
recipient(s) and may contain information that, among other protections, is the subject of attorney-client privilege,
attorney work product or exempt from disclosure under applicable law. If the reader of this electronic message is not
the named recipient, or the employee or agent responsible to deliver it to the named recipient, you are hereby notified
that any dissemination, distribution, copying or other use of this communication is strictly prohibited and no privilege is
waived. If you have received this communication in error, please immediately notify the sender by replying to this
electronic message and then deleting this electronic message from your computer. [v.1]
---------- Forwarded message ----------
From: "Baxter, Victoria (WAS-WSW)"
<VBaxter@webershandwick.com>
Date: Aug 3, 2017 7:52 PM
Subject: RE: Strategic Communications and Crisis Support
To: "Leslie Greene Bowman" <lesliegreenebowman@gmail.com>
Cc: "Ann H. Taylor" <ahtaylor@monticello.org>, "Massey, Paul
(WAS-WSW)" <PMassey@webershandwick.com>

Thanks Leslie. We’re happy to be a resource here and appreciate that


this is quick moving situation. We will look for an email or call from the
mayor’s office so we can better clarity on where we could potentially be
most helpful to them and discuss resourcing further.

From: Leslie Greene Bowman [mailto:lesliegreenebowman@gmail.com]


Sent: Thursday, August 03, 2017 5:33 PM
To: Baxter, Victoria (WAS-WSW)
Cc: Ann H. Taylor

Subject: Fwd: Strategic Communications and Crisis Support

Victoria, please get a proposal to Mike Signer


(msigner@charlottesville.org) and his clerk, Paige Rice
(clerk@charlottesville.org) by noon tomorrow unless he has
contacted you with updated instructions.

We appreciate so much your assistance thus far, and your


accommodation of a short deadline!

Leslie
---------- Forwarded message ----------
From: "Ann Taylor" <anntaylor49@gmail.com>
Date: Aug 3, 2017 2:36 PM
Subject: Fwd: Strategic Communications and Crisis Support
To: <vbaxter@webershandwick.com>, "Leslie Greene Bowman"
<lesliegreenebowman@gmail.com>, "Alex Ball"
<alexandra.ball88@gmail.com>
Cc:

Dear Victoria,

We had a phone call with Mayor Mike Signer an hour ago. We've
encouraged him to reach out to you for a proposal on crisis
support. See the suggested scope I sent him below.

Happy to discuss, am in a meeting until 5 but call Alex Ball if you


need me sooner.

Ann

---------- Forwarded message ----------


From: Ann Taylor <anntaylor49@gmail.com>
Date: Thu, Aug 3, 2017 at 2:34 PM
Subject: Strategic Communications and Crisis Support
To: Leslie Greene Bowman <lesliegreenebowman@gmail.com>,
Joshua DuBois <joshua@valuespartnerships.com>,
bandrews@valuespartnerships.com, msigner@charlottesville.org,
ricep@charlottesville.org

Dear Mike and Paige,

Here is an outline of services you might seek from a


communications firm. I am copying Joshua and Brandon in case it
is helpful to them.

From August 4, 2017 through Monday August 14, 2017:


 Provide strategic counsel, crisis communications
assistance, event/day-of and media relations support to the
Mayor and City council of Charlottesville, Virginia for the
Aug. 12 alt-right rally in Charlottesville;

 Provide recommendations and issues management around


the City's role in the events. Advise on possible op-ed or other
advance communications designed to highlight the positive
attributes of Charlottesville, the City’s determination to manage
public safety and then move beyond the current events towards
healing, unity and justice.

 Advise on and assist with managing advance and day-of


communications for possible August 12 press conference or
"unity" event featuring national and state leaders;

 Coordinate messages with community partners, as needed,


including local law enforcement, the County of Albemarle and
the University of Virginia, and local faith-based coalitions;

 Utilizing the City's social and digital media monitoring


information, provide recommendations for local media
outreach and national digital activations (including Twitter,
Reddit, etc. and redirecting audiences to social
media/sponsored ads supporting the City’s positive messages.)

 Provide post-event activity report for time billed.

We recommend Victoria Baxter and her colleague who specializes in


crisis planning, John Files. Victoria's email is
VBaxter@webershandwick.com and John is jfiles@powelltate.com.

Victoria's work phone is 202-585-2128 and her mobile is 202-262-


5065. We have worked with Victoria for nine years, and have also
benefitted from John's counsel on occasion. Sheila Tate founded PT.

Best,

Ann
This message contains information which may be confidential and
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EXHIBIT A

Form of Statement of Work

Statement of Work

Reference is made to the Letter Agreement between Powell Tate (“Agency”), a unit of CMGRP, Inc. and
the City of Charlottesville, VA. (“Client”), effective as of August 4, 2017 (the “Agreement”). This
Statement of Work (“SOW”), dated August 4, 2017, is governed by the terms and conditions of the
Agreement. All terms used herein and not otherwise defined herein are used as defined in the
Agreement.

Project: Strategic Communications and Crisis Support

Description: Strategic communications and on-the-ground counsel to manage communicating


with media and the public around the August 12, 2017 planned rally in downtown
Charlottesville.

From August 7 through August 15, 2017, Powell Tate will provide the following services:

 Strategic Communications Counsel and Scenario Planning: Collaborate with a core working
group of city officials and offices to identify possible crisis scenarios and a strategic
communications approach for each. This will include key messages, lead spokespeople, and a
decision tree for communications activities.
 On the ground support of up to two (2) staff on August 11 and August 12 to handle incoming
press inquiries and help direct communications planning
 Pre-briefing of select local media on or before August 11 on the city’s response plan.

Term of project: Start Date: August 7, 2017


End Date: August 15, 2017

Fees: Fixed fee, earned as invoiced: $10,000


Agency reserves the right to increase budget with client’s permission
should additional communications services be needed in the event of
escalated or prolonged crisis scenario.

Estimated Expenses: Additional direct expenses such as travel, phone or printing, will be
billed as incurred. Any single expense in excess of $1,000 will be
approved by the client prior to being incurred.

Invoicing: Powell Tate will invoice the City of Charlottesville, VA an invoice for
the project fee and any expenses at the completion of the project.

1
By their signatures below, the parties are agreeing to the terms of this SOW.

Powell Tate, a unit of CMGRP, Inc.

By: ___________________________ Date: ___________________________

Name:

Title:

The City of Charlottesville

By: ___________________________ Date: ___________________________

Name:

Title:

2
August 4, 2017
Maurice Jones
City Manager
City of Charlottesville, VA
605 East Main Street
Charlottesville, VA 22902

Re: Powell Tate Agreement for Professional Services

Dear Mr. Jones:

This letter agreement (“Agreement”) sets forth the terms and conditions under which Powell
Tate (“Agency”) agrees to provide public relations, investor relations, marketing communications and
related consulting services to the city of Charlottesville, VA (“Client”), effective as of August 4, 2017
(the “Effective Date”).

1. Services. Agency shall provide to Client the services set forth in Statements of
Work (each, a “Statement of Work” or an “SOW”), which shall be signed and dated, and shall be
subject to the terms and conditions set forth herein. The services set forth on each Statement of Work
are referred to herein collectively, as the “Services”. The initial project to be undertaken by Agency
is attached. In the event of a conflict between the terms of any SOW and this Agreement, the terms
of the SOW shall govern with respect to the Services to be performed thereunder.

2. Compensation & Expenses.

For the Services and outlays on Client’s behalf, Client agrees to pay Agency compensation as
follows:

a. Fees. Client shall pay Agency the fees (“Fees”) set forth on each SOW.

b. Expenses. Client shall reimburse Agency for Agency’s reasonable, actual out-of-
pocket expenditures, including but not limited to media luncheons, travel, sales tax, freight, shipping,
printing, postage, messenger, telephone, fax, copy charges and courier services. Any expenses paid
directly by Agency shall be invoiced to Client at the net cost. Any single expense in excess of $1,000
(each, a “Major Expense”) may be billed directly to Client by the vendor. In the event direct billing is
not commercially possible, Agency reserves the right to pre-bill any Major Expense. All syndicated
research conducted on Client’s behalf including without limitation, Cision, Factiva and Lexis, shall, if
utilized by Agency on behalf of Client, be billed at the rates established by Agency, which rates are
available from Agency upon request.

3. Billing.
a. Agency shall bill Client for the Fees as set forth on each SOW and for reimbursable
expenses incurred by Agency during the previous and/or prior months. In the absence of any
invoicing schedule in the SOW, such fees shall be invoiced monthly in arrears. Payment is due no
later than thirty (30) days from the invoice date.

b. Agency reserves the right to charge Client a late payment penalty of one and one-half
percent (1.5%) per month on overdue accounts; provided, however, that Agency agrees to not assess a
late penalty until an account is more than thirty (30) days past due. In no event will the rate of such
penalty be higher than the maximum rate allowable under applicable law. In case of delinquency of
Client’s payments or any impairment of Client’s credit as Agency reasonably deems might endanger
future payments, Agency reserves the right to change the requirements as to terms of payment under
this Agreement. Should Client be in default with respect to payment under this Agreement, Agency
reserves the right to suspend some or all services hereunder until arrangements satisfactory to the
Agency are made. Client agrees to reimburse Agency for any costs incurred (including reasonable
attorneys' fees and court costs) in connection with Agency’s attempts to collect any sums that are over
thirty (30) days past due. In the event of a disputed charge, Client shall notify Agency in writing of
the disputed amount within thirty (30) days of the invoice date, specifically identify the reason for the
dispute, and pay all undisputed amounts owed while the dispute is under negotiation. In the event of
a termination due to Client’s failure to pay, Client shall be liable for the obligations set forth in the
second and third sentences of Section 12.

4. Term; Termination.

a. This Agreement is effective as of the Effective Date first stated above and will
continue in full force and effect until either party gives the other party at least ninety (90) days’ prior
written notice to terminate. During any notice period, the Agreement will remain in full force and
effect and the rights, duties and responsibilities of Agency and Client shall continue, including the
placing of advertising materials in any media whose dates fall within the notice period. With respect
to the notice period, as applicable:

i.for Services provided on the basis of a fixed or minimum monthly fee, Agency will be
entitled to receive the fixed or minimum monthly fee through the date of termination of the
Agreement, and the fixed or minimum monthly fee for any partial month shall be prorated based on
the number of days elapsed in such partial month prior to the date of termination of this Agreement;

ii.for Services provided on an hourly basis, Agency will be entitled to receive, at a minimum,
fees in an amount not less than the fees due to Agency for the ninety (90) day period immediately
preceding the date notice is delivered; and the hourly time charges for any Services provided during
the Notice Period, including any transition services, shall be credited against the minimum fee
described herein; and
iii.for Services provided on a project fee basis, Agency will be entitled to receive fees for all
hours actually worked towards completion of the project, at Agency’s standard hourly rates, provided
that such amount shall not exceed the total fee budget approved for the project.

Any expenses to be incurred during the notice period will require Client’s prior approval for
such and Client understands that expense invoicing may occur after the termination date. The entire
period during which this Agreement is in effect is referred to herein as the “Term”.

b. Upon termination, any materials or services Agency has committed to purchase for
Client shall be paid for by Client, and Agency shall receive applicable compensation as outlined
herein. Agency shall transfer, assign and make available to Client or Client’s representative all
property and materials in Agency’s possession or control belonging to and paid for by Client,
provided that there is no overdue indebtedness then owing by Client to Agency.

5. Third Party Contracts. Subject to Client’s prior written consent, Client authorizes
Agency, to enter into contracts with third parties (“Authorized Contracts”), as an agent for a disclosed
principal, when such contracts are necessary for the Services. Client assumes full liability and
responsibility for any expenditures resulting from Authorized Contracts. While Agency shall
endeavor to guard against any loss to Client resulting from the failure or proper performance by any
third party, Agency shall not be liable or responsible for any such failure or loss.

6. Confidentiality. Each party (the “Receiving Party”) will treat as confidential and
properly safeguard any and all information, documents, papers, programs and ideas relating to the
other party (the “Disclosing Party”), its operations, finances and products, disclosed to the Receiving
Party and designated by the Disclosing Party as confidential or which should be reasonably
understood to be confidential (“Confidential Information”). Confidential Information shall not
include information that (a) is or falls into the public domain; (b) is disclosed to the Receiving Party
by a third party which is not under an obligation of confidentiality to the Disclosing Party; (c) was
already known to the Receiving Party; and/or (d) is independently developed by the Receiving Party
without reference to Confidential Information. In the event the Receiving Party is required by a
subpoena or other legal process to disclose the Disclosing Party’s Confidential Information, the
Receiving Party shall: (i) if legally permitted, inform the Disclosing Party of such requirement; and
(ii) only provide such Confidential Information of the Disclosing Party that is legally required. In the
course of performing the Services, Agency may disclose Confidential Information as Client shall
have approved for disclosure. This provision shall survive the termination of this Agreement and
shall remain in full force and effect for a period of three (3) years following the completion of
Services.

7. Ownership; Use of Materials.

a. As between Agency and Client, Client shall be sole owner of all rights in and to
materials developed and produced by Agency on Client’s behalf, provided Client has paid all invoices
due and owing to Agency pursuant to this Agreement. Notwithstanding anything to the contrary
herein, Client understands and agrees that its rights in any third party materials or any services
including, without limitation, stock photos, licensed materials or talent and talent residuals, are
subject to any terms and conditions set forth in any applicable agreement.

b. Notwithstanding anything in this Agreement to the contrary, Agency retains all of its
rights, title and interest in and to (including, without limitation, the unlimited right to use) (i) all
materials owned by or licensed to Agency prior to, or independent from, the performance of services
under this Agreement, and all modifications thereof, and (ii) all generic or proprietary information,
and all ideas, methodologies, software, applications, processes or procedures used, created or
developed by Agency in the general conduct of its business.

8. Non-Solicitation. During the Term hereof and for a six-month period thereafter,
neither party shall solicit, employ, or attempt to employ, directly or indirectly (whether as employee,
consultant or otherwise) any employee of the other party (or any former employee whose
employment terminated within the previous six months) without the other party’s prior written
consent. If during the Term hereof or six months thereafter a party engages the services of an
employee of the other party without the other party’s prior written consent, the hiring party agrees to
pay the other party a fee calculated as thirty percent (30%) of that person’s new annual salary and any
other compensation.

9. Client Obligations. Client shall be responsible for: (a) the accuracy and completeness
of information concerning Client’s organization, products, services and Client’s competitors’
products and services, provided to Agency by Client or by a third party authorized by Client; (b) any
ideas or directions, provided to Agency by Client or by a third party authorized by Client; (c) rights,
licenses and permissions to use materials furnished to Agency by Client or by a third party on Client’s
behalf; (d) compliance with all laws and regulations applicable to Client’s business (including all
securities laws); and (e) the content of any press releases or other disseminated statements,
information or materials approved by Client.

10. Indemnification.

a. Client shall defend, indemnify and hold Agency harmless from and against any loss,
damage, liability, claim, demand, action, cost and expense (including reasonable attorneys’ fees and
costs) (collectively “Loss”) resulting from claims made against Agency by any third party, including
any governmental entity, which arise out of or in connection with (i) Client’s obligations under
Section 9 above; (ii) information or materials supplied to Agency by Client or a third party authorized
by Client; (iii) as a result of any governmental investigation, proceeding or administrative hearing
regarding the Services, unless due to Agency’s negligence; (iv) Client’s products, services or
premiums; (v) Client’s failure to pay any and all amounts owed to third parties or any claims raised
by third parties against Agency related to Authorized Contracts; and (vi) Client’s use of any third
party materials in violation of the terms and conditions set forth in the agreements governing the use
of such third party materials. In matters in which Agency is not a party, Client shall pay or reimburse
Agency for all reasonable attorneys’ fees and expenses Agency incurs and for all Agency personnel
time incurred (at Agency’s then current hourly rates) in connection with Agency’s response to
subpoenas, depositions, discovery demands, and other inquiries arising from suits, proceedings,
legislative or regulatory hearings, investigations, or other civil or criminal proceedings in which
Client is a party, subject, or target.

b. Agency shall indemnify, defend and hold Client harmless for all Loss with respect to
any third party claim or action against Client arising out of or in connection with (i) material prepared
by Agency on Client's behalf to the extent it asserts a claim for infringement of copyright, piracy, or
plagiarism; or (ii) Agency’s failure to follow Client's express written instructions. Notwithstanding
the foregoing, Agency shall not be liable to Client if any Loss arises out of or in connection with the
materials, data or information supplied by Client to Agency, or as a result of Client’s use of any
materials, data or information in violation of the terms of any third party agreements relating thereto.

c. Upon the assertion of any claim or the commencement of any suit or proceeding
against either party (such party, the “Indemnitee”) that may give rise to liability of the other party
(such party, the “Indemnitor”) hereunder, the Indemnitee shall notify the Indemnitor of the existence
of such claim and shall give the Indemnitor reasonable opportunity to defend and/or settle the claim at
its own expense and with counsel of its own selection. The Indemnitee shall at all times have the
right fully to participate in such defense at its own expense and shall not be obligated, against its
consent, to participate in any settlement which it reasonably believes would have an adverse effect on
its business. The Indemnitee shall make available to the Indemnitor all books and records relating to
the claim, and the parties agree to render to each other such assistance as may reasonably be
requested in order to insure a proper and adequate defense.

d. This Section 10 shall survive the expiration or termination of this Agreement.

11. Limitation of Liability. Except for the indemnity obligations hereunder, in no event
whatsoever shall either party be liable to the other hereunder for any incidental, indirect, special,
consequential or punitive damages or lost profits under any tort, contract, strict liability or other legal
or equitable theory arising out of or pertaining to the subject matter of this Agreement, even if said
party has been advised of the possibility of or could have foreseen such damages. This Section 11
shall survive the termination of this Agreement.

12. Modification of Plans. Client reserves the right to modify, revise, or cancel any
plans, schedules, or work, and in the event Client notifies Agency that Client wishes to do so, Agency
will take steps as soon as practicable to give effect to Client’s instructions. In connection with any
such modification, revision or cancellation, Client agrees to pay Agency according to the terms of this
Agreement for any work done, including but not limited to (a) reimbursing Agency for all expenses
incurred prior to the effective date of such modification, revision or cancellation; (b) assuming
Agency’s liability for all contracts and commitments Agency is unable to cancel; and (c) reimbursing
Agency for any cancellation penalties incurred. In addition, in the event of a modification revision or
cancellation, Client shall indemnify, defend and hold Agency harmless for all Losses that result from
carrying out Client’s instructions.

13. Use of Materials by Third Parties. After material has been issued by Agency to the
news media or to another third party, its use is no longer under Agency’s control. Agency cannot
assure the use of news material by any news organization. Similarly, Agency cannot control the form
or manner of use by the news media or others of the material, including, but not limited to, the
accurate presentation of information supplied by Agency. It is understood and agreed that Agency
does not stipulate or guarantee specific or overall results or returns from public relations, publicity,
research or any other activity performed by Agency.

14. Force Majeure. Neither party shall be liable for any delay or failure to carry out or
make continuously available its obligations under this Agreement if such delay or failure is due to any
cause beyond such party’s control, including without limitation restrictions of law or regulations,
labor disputes, acts of God, acts of terrorism or war, telecommunications, network or power failures
or interruptions, or mechanical or electronic breakdowns.

15. Governing Law. Any controversy or claim arising out of or related to this Agreement
shall be governed by the substantive laws of the State of New York without regard to its conflict of
law rules and shall be heard by a court of competent jurisdiction within New York, New York. Both
parties irrevocably consent to the jurisdiction of the state and federal courts located in New York,
New York.

16. Waiver. No waiver of any provision or of any breach of this Agreement shall
constitute a waiver of any other provisions or any other or further breach, and no such waiver shall be
effective unless made in writing and signed by an authorized representative of the party to be charged
with such a waiver. Nor shall a one-time waiver of a single provision constitute a permanent waiver
of that party’s rights under said provision.

17. Notice. All notices required under this Agreement shall be in writing and signed by
the party delivering such notice and delivered to the Client and the Agency at their respective
addresses set forth on the first page or via facsimile with electronic confirmation of delivery; it being
understood and agreed that email correspondence shall constitute written approval pursuant to this
Agreement. Any notice of termination delivered by Client shall also be sent to: CMGRP, Inc., 909
Third Avenue, New York, NY 10022, Attn: Business & Legal Affairs.

18. Publicity. Agency may use Client’s name and any non-confidential materials
produced hereunder in Agency's portfolio, on Agency's web site, intranet, and for internal and trade
purposes. Agency will be required to obtain Client's advance approval to utilize Client's trademarks or
any Client materials or information in press releases, Agency brochures, or award submissions.

19. Entire Agreement; Severability. This Agreement constitutes the parties’ entire
understanding of the matters set forth herein and supersedes any prior understanding or agreement
concerning the subject matter hereof. This Agreement may only be modified in a writing signed by
the parties hereto. In the event that any provision of this Agreement shall be illegal or otherwise
unenforceable, such provision shall be severed, and the balance of the Agreement shall continue in
full force and effect.
20. Execution. This Agreement may be executed by facsimile and in counterparts, each
of which shall be deemed an original and all of which, when taken together, shall be deemed to be
one Agreement. Delivery of an executed counterpart of a signature page to this Agreement by hand,
fax or portable document format (.pdf) shall be effective as the delivery of a fully executed
counterpart of this Agreement.

21. Taxes. Client shall be solely responsible to pay all taxes, however designated and of
whatever nature, that are levied or imposed by reason of the transactions contemplated by this
Agreement, including, without limitation, all sales, use, transfer, privilege, excise and other taxes,
duties or surcharges, whether international, national, state or local, excluding, however, taxes based
on Agency’s net income. Agency shall not be liable for, and Client shall hold harmless and
indemnify Agency against, liability for all such taxes, duties and/or surcharges.

If the above meets with your approval, kindly indicate your consent by signing both enclosed
originals of this letter where indicated, return one to us and retain the other for your files.

Very truly yours,

Powell Tate

_______________________________________________ Date: ___________________________


Paul Massey, President, Powell Tate

ACCEPTED AND AGREED

City of Charlottesville, VA

_______________________________________________ Date: ___________________________


Maurice Jones, City Manager
Global Agency of the Year, PRWeek — 2015, 2016

Most Awarded PR Firm, Cannes Lions International Festival of Creativity — 2016

Digital Agency of the Year, The Holmes report — 2016

From: Signer, Mike [mailto:msigner@charlottesville.org]


Sent: Friday, August 04, 2017 8:17 AM
To: Leslie Greene Bowman; Baxter, Victoria (WAS-WSW); anntaylor49@gmail.com;
Massey, Paul (WAS-WSW); Emily
Cc: Jones, Maurice
Subject: Re: Strategic Communications and Crisis Support

Leslie, thanks for this. Victoria and Paul, nice to virtually meet you. My wife
Emily Blout, CC'd here, is a professor of media studies at UVA and volunteer to
my office. She will call you this morning regarding developing a proposal we can
receive hopefully by noon. Our clerk Paige Rice can also help with the
proposal. Please note that our City Manager Maurice Jones, also CC'd here,
advises that the proposal cannot exceed $10,000 per our contracting rules.

Thank you,

Mike

Sent from my iPhone

On Aug 4, 2017, at 12:53 AM, Leslie Greene Bowman


<lesliegreenebowman@gmail.com> wrote:
---------- Forwarded message ----------
From: "Baxter, Victoria (WAS-WSW)"
<VBaxter@webershandwick.com>
Date: Aug 3, 2017 7:52 PM
Subject: RE: Strategic Communications and Crisis Support
To: "Leslie Greene Bowman" <lesliegreenebowman@gmail.com>
Cc: "Ann H. Taylor" <ahtaylor@monticello.org>, "Massey, Paul
(WAS-WSW)" <PMassey@webershandwick.com>

Thanks Leslie. We’re happy to be a resource here and appreciate that


this is quick moving situation. We will look for an email or call from the
mayor’s office so we can better clarity on where we could potentially be
most helpful to them and discuss resourcing further.

From: Leslie Greene Bowman [mailto:lesliegreenebowman@gmail.com]


Sent: Thursday, August 03, 2017 5:33 PM
To: Baxter, Victoria (WAS-WSW)
Cc: Ann H. Taylor

Subject: Fwd: Strategic Communications and Crisis Support

Victoria, please get a proposal to Mike Signer


(msigner@charlottesville.org) and his clerk, Paige Rice
(clerk@charlottesville.org) by noon tomorrow unless he has
contacted you with updated instructions.

We appreciate so much your assistance thus far, and your


accommodation of a short deadline!

Leslie
---------- Forwarded message ----------
From: "Ann Taylor" <anntaylor49@gmail.com>
Date: Aug 3, 2017 2:36 PM
Subject: Fwd: Strategic Communications and Crisis Support
To: <vbaxter@webershandwick.com>, "Leslie Greene Bowman"
<lesliegreenebowman@gmail.com>, "Alex Ball"
<alexandra.ball88@gmail.com>
Cc:

Dear Victoria,

We had a phone call with Mayor Mike Signer an hour ago. We've
encouraged him to reach out to you for a proposal on crisis
support. See the suggested scope I sent him below.

Happy to discuss, am in a meeting until 5 but call Alex Ball if you


need me sooner.

Ann

---------- Forwarded message ----------


From: Ann Taylor <anntaylor49@gmail.com>
Date: Thu, Aug 3, 2017 at 2:34 PM
Subject: Strategic Communications and Crisis Support
To: Leslie Greene Bowman <lesliegreenebowman@gmail.com>,
Joshua DuBois <joshua@valuespartnerships.com>,
bandrews@valuespartnerships.com, msigner@charlottesville.org,
ricep@charlottesville.org

Dear Mike and Paige,

Here is an outline of services you might seek from a


communications firm. I am copying Joshua and Brandon in case it
is helpful to them.

From August 4, 2017 through Monday August 14, 2017:


 Provide strategic counsel, crisis communications
assistance, event/day-of and media relations support to the
Mayor and City council of Charlottesville, Virginia for the
Aug. 12 alt-right rally in Charlottesville;

 Provide recommendations and issues management around


the City's role in the events. Advise on possible op-ed or other
advance communications designed to highlight the positive
attributes of Charlottesville, the City’s determination to manage
public safety and then move beyond the current events towards
healing, unity and justice.

 Advise on and assist with managing advance and day-of


communications for possible August 12 press conference or
"unity" event featuring national and state leaders;

 Coordinate messages with community partners, as needed,


including local law enforcement, the County of Albemarle and
the University of Virginia, and local faith-based coalitions;

 Utilizing the City's social and digital media monitoring


information, provide recommendations for local media
outreach and national digital activations (including Twitter,
Reddit, etc. and redirecting audiences to social
media/sponsored ads supporting the City’s positive messages.)

 Provide post-event activity report for time billed.

We recommend Victoria Baxter and her colleague who specializes in


crisis planning, John Files. Victoria's email is
VBaxter@webershandwick.com and John is jfiles@powelltate.com.

Victoria's work phone is 202-585-2128 and her mobile is 202-262-


5065. We have worked with Victoria for nine years, and have also
benefitted from John's counsel on occasion. Sheila Tate founded PT.

Best,

Ann
This message contains information which may be confidential and
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delete the message. Thank you very much.
EXHIBIT A

Form of Statement of Work

Statement of Work

Reference is made to the Letter Agreement between Powell Tate (“Agency”), a unit of CMGRP, Inc. and
the City of Charlottesville, VA. (“Client”), effective as of August 4, 2017 (the “Agreement”). This
Statement of Work (“SOW”), dated August 4, 2017, is governed by the terms and conditions of the
Agreement. All terms used herein and not otherwise defined herein are used as defined in the
Agreement.

Project: Strategic Communications and Crisis Support

Description: Strategic communications and on-the-ground counsel to manage communicating


with media and the public around the August 12, 2017 planned rally in downtown
Charlottesville.

From August 7 through August 15, 2017, Powell Tate will provide the following services:

 Strategic Communications Counsel and Scenario Planning: Collaborate with a core working
group of city officials and offices to identify possible crisis scenarios and a strategic
communications approach for each. This will include key messages, lead spokespeople, and a
decision tree for communications activities.
 On the ground support of up to two (2) staff on August 11 and August 12 to handle incoming
press inquiries and help direct communications planning
 Pre-briefing of select local media on or before August 11 on the city’s response plan.

Term of project: Start Date: August 7, 2017


End Date: August 15, 2017

Fees: Fixed fee, earned as invoiced: $10,000


Agency reserves the right to increase budget with client’s permission
should additional communications services be needed in the event of
escalated or prolonged crisis scenario.

Estimated Expenses: Additional direct expenses such as travel, phone or printing, will be
billed as incurred. Any single expense in excess of $1,000 will be
approved by the client prior to being incurred.

Invoicing: Powell Tate will invoice the City of Charlottesville, VA an invoice for
the project fee and any expenses at the completion of the project.

1
By their signatures below, the parties are agreeing to the terms of this SOW.

Powell Tate, a unit of CMGRP, Inc.

By: ___________________________ Date: ___________________________

Name:

Title:

The City of Charlottesville

By: ___________________________ Date: ___________________________

Name:

Title:

2
August 4, 2017
Maurice Jones
City Manager
City of Charlottesville, VA
605 East Main Street
Charlottesville, VA 22902

Re: Powell Tate Agreement for Professional Services

Dear Mr. Jones:

This letter agreement (“Agreement”) sets forth the terms and conditions under which Powell
Tate (“Agency”) agrees to provide public relations, investor relations, marketing communications and
related consulting services to the city of Charlottesville, VA (“Client”), effective as of August 4, 2017
(the “Effective Date”).

1. Services. Agency shall provide to Client the services set forth in Statements of
Work (each, a “Statement of Work” or an “SOW”), which shall be signed and dated, and shall be
subject to the terms and conditions set forth herein. The services set forth on each Statement of Work
are referred to herein collectively, as the “Services”. The initial project to be undertaken by Agency
is attached. In the event of a conflict between the terms of any SOW and this Agreement, the terms
of the SOW shall govern with respect to the Services to be performed thereunder.

2. Compensation & Expenses.

For the Services and outlays on Client’s behalf, Client agrees to pay Agency compensation as
follows:

a. Fees. Client shall pay Agency the fees (“Fees”) set forth on each SOW.

b. Expenses. Client shall reimburse Agency for Agency’s reasonable, actual out-of-
pocket expenditures, including but not limited to media luncheons, travel, sales tax, freight, shipping,
printing, postage, messenger, telephone, fax, copy charges and courier services. Any expenses paid
directly by Agency shall be invoiced to Client at the net cost. Any single expense in excess of $1,000
(each, a “Major Expense”) may be billed directly to Client by the vendor. In the event direct billing is
not commercially possible, Agency reserves the right to pre-bill any Major Expense. All syndicated
research conducted on Client’s behalf including without limitation, Cision, Factiva and Lexis, shall, if
utilized by Agency on behalf of Client, be billed at the rates established by Agency, which rates are
available from Agency upon request.

3. Billing.
a. Agency shall bill Client for the Fees as set forth on each SOW and for reimbursable
expenses incurred by Agency during the previous and/or prior months. In the absence of any
invoicing schedule in the SOW, such fees shall be invoiced monthly in arrears. Payment is due no
later than thirty (30) days from the invoice date.

b. Agency reserves the right to charge Client a late payment penalty of one and one-half
percent (1.5%) per month on overdue accounts; provided, however, that Agency agrees to not assess a
late penalty until an account is more than thirty (30) days past due. In no event will the rate of such
penalty be higher than the maximum rate allowable under applicable law. In case of delinquency of
Client’s payments or any impairment of Client’s credit as Agency reasonably deems might endanger
future payments, Agency reserves the right to change the requirements as to terms of payment under
this Agreement. Should Client be in default with respect to payment under this Agreement, Agency
reserves the right to suspend some or all services hereunder until arrangements satisfactory to the
Agency are made. Client agrees to reimburse Agency for any costs incurred (including reasonable
attorneys' fees and court costs) in connection with Agency’s attempts to collect any sums that are over
thirty (30) days past due. In the event of a disputed charge, Client shall notify Agency in writing of
the disputed amount within thirty (30) days of the invoice date, specifically identify the reason for the
dispute, and pay all undisputed amounts owed while the dispute is under negotiation. In the event of
a termination due to Client’s failure to pay, Client shall be liable for the obligations set forth in the
second and third sentences of Section 12.

4. Term; Termination.

a. This Agreement is effective as of the Effective Date first stated above and will
continue in full force and effect until either party gives the other party at least ninety (90) days’ prior
written notice to terminate. During any notice period, the Agreement will remain in full force and
effect and the rights, duties and responsibilities of Agency and Client shall continue, including the
placing of advertising materials in any media whose dates fall within the notice period. With respect
to the notice period, as applicable:

i.for Services provided on the basis of a fixed or minimum monthly fee, Agency will be
entitled to receive the fixed or minimum monthly fee through the date of termination of the
Agreement, and the fixed or minimum monthly fee for any partial month shall be prorated based on
the number of days elapsed in such partial month prior to the date of termination of this Agreement;

ii.for Services provided on an hourly basis, Agency will be entitled to receive, at a minimum,
fees in an amount not less than the fees due to Agency for the ninety (90) day period immediately
preceding the date notice is delivered; and the hourly time charges for any Services provided during
the Notice Period, including any transition services, shall be credited against the minimum fee
described herein; and
iii.for Services provided on a project fee basis, Agency will be entitled to receive fees for all
hours actually worked towards completion of the project, at Agency’s standard hourly rates, provided
that such amount shall not exceed the total fee budget approved for the project.

Any expenses to be incurred during the notice period will require Client’s prior approval for
such and Client understands that expense invoicing may occur after the termination date. The entire
period during which this Agreement is in effect is referred to herein as the “Term”.

b. Upon termination, any materials or services Agency has committed to purchase for
Client shall be paid for by Client, and Agency shall receive applicable compensation as outlined
herein. Agency shall transfer, assign and make available to Client or Client’s representative all
property and materials in Agency’s possession or control belonging to and paid for by Client,
provided that there is no overdue indebtedness then owing by Client to Agency.

5. Third Party Contracts. Subject to Client’s prior written consent, Client authorizes
Agency, to enter into contracts with third parties (“Authorized Contracts”), as an agent for a disclosed
principal, when such contracts are necessary for the Services. Client assumes full liability and
responsibility for any expenditures resulting from Authorized Contracts. While Agency shall
endeavor to guard against any loss to Client resulting from the failure or proper performance by any
third party, Agency shall not be liable or responsible for any such failure or loss.

6. Confidentiality. Each party (the “Receiving Party”) will treat as confidential and
properly safeguard any and all information, documents, papers, programs and ideas relating to the
other party (the “Disclosing Party”), its operations, finances and products, disclosed to the Receiving
Party and designated by the Disclosing Party as confidential or which should be reasonably
understood to be confidential (“Confidential Information”). Confidential Information shall not
include information that (a) is or falls into the public domain; (b) is disclosed to the Receiving Party
by a third party which is not under an obligation of confidentiality to the Disclosing Party; (c) was
already known to the Receiving Party; and/or (d) is independently developed by the Receiving Party
without reference to Confidential Information. In the event the Receiving Party is required by a
subpoena or other legal process to disclose the Disclosing Party’s Confidential Information, the
Receiving Party shall: (i) if legally permitted, inform the Disclosing Party of such requirement; and
(ii) only provide such Confidential Information of the Disclosing Party that is legally required. In the
course of performing the Services, Agency may disclose Confidential Information as Client shall
have approved for disclosure. This provision shall survive the termination of this Agreement and
shall remain in full force and effect for a period of three (3) years following the completion of
Services.

7. Ownership; Use of Materials.

a. As between Agency and Client, Client shall be sole owner of all rights in and to
materials developed and produced by Agency on Client’s behalf, provided Client has paid all invoices
due and owing to Agency pursuant to this Agreement. Notwithstanding anything to the contrary
herein, Client understands and agrees that its rights in any third party materials or any services
including, without limitation, stock photos, licensed materials or talent and talent residuals, are
subject to any terms and conditions set forth in any applicable agreement.

b. Notwithstanding anything in this Agreement to the contrary, Agency retains all of its
rights, title and interest in and to (including, without limitation, the unlimited right to use) (i) all
materials owned by or licensed to Agency prior to, or independent from, the performance of services
under this Agreement, and all modifications thereof, and (ii) all generic or proprietary information,
and all ideas, methodologies, software, applications, processes or procedures used, created or
developed by Agency in the general conduct of its business.

8. Non-Solicitation. During the Term hereof and for a six-month period thereafter,
neither party shall solicit, employ, or attempt to employ, directly or indirectly (whether as employee,
consultant or otherwise) any employee of the other party (or any former employee whose
employment terminated within the previous six months) without the other party’s prior written
consent. If during the Term hereof or six months thereafter a party engages the services of an
employee of the other party without the other party’s prior written consent, the hiring party agrees to
pay the other party a fee calculated as thirty percent (30%) of that person’s new annual salary and any
other compensation.

9. Client Obligations. Client shall be responsible for: (a) the accuracy and completeness
of information concerning Client’s organization, products, services and Client’s competitors’
products and services, provided to Agency by Client or by a third party authorized by Client; (b) any
ideas or directions, provided to Agency by Client or by a third party authorized by Client; (c) rights,
licenses and permissions to use materials furnished to Agency by Client or by a third party on Client’s
behalf; (d) compliance with all laws and regulations applicable to Client’s business (including all
securities laws); and (e) the content of any press releases or other disseminated statements,
information or materials approved by Client.

10. Indemnification.

a. Client shall defend, indemnify and hold Agency harmless from and against any loss,
damage, liability, claim, demand, action, cost and expense (including reasonable attorneys’ fees and
costs) (collectively “Loss”) resulting from claims made against Agency by any third party, including
any governmental entity, which arise out of or in connection with (i) Client’s obligations under
Section 9 above; (ii) information or materials supplied to Agency by Client or a third party authorized
by Client; (iii) as a result of any governmental investigation, proceeding or administrative hearing
regarding the Services, unless due to Agency’s negligence; (iv) Client’s products, services or
premiums; (v) Client’s failure to pay any and all amounts owed to third parties or any claims raised
by third parties against Agency related to Authorized Contracts; and (vi) Client’s use of any third
party materials in violation of the terms and conditions set forth in the agreements governing the use
of such third party materials. In matters in which Agency is not a party, Client shall pay or reimburse
Agency for all reasonable attorneys’ fees and expenses Agency incurs and for all Agency personnel
time incurred (at Agency’s then current hourly rates) in connection with Agency’s response to
subpoenas, depositions, discovery demands, and other inquiries arising from suits, proceedings,
legislative or regulatory hearings, investigations, or other civil or criminal proceedings in which
Client is a party, subject, or target.

b. Agency shall indemnify, defend and hold Client harmless for all Loss with respect to
any third party claim or action against Client arising out of or in connection with (i) material prepared
by Agency on Client's behalf to the extent it asserts a claim for infringement of copyright, piracy, or
plagiarism; or (ii) Agency’s failure to follow Client's express written instructions. Notwithstanding
the foregoing, Agency shall not be liable to Client if any Loss arises out of or in connection with the
materials, data or information supplied by Client to Agency, or as a result of Client’s use of any
materials, data or information in violation of the terms of any third party agreements relating thereto.

c. Upon the assertion of any claim or the commencement of any suit or proceeding
against either party (such party, the “Indemnitee”) that may give rise to liability of the other party
(such party, the “Indemnitor”) hereunder, the Indemnitee shall notify the Indemnitor of the existence
of such claim and shall give the Indemnitor reasonable opportunity to defend and/or settle the claim at
its own expense and with counsel of its own selection. The Indemnitee shall at all times have the
right fully to participate in such defense at its own expense and shall not be obligated, against its
consent, to participate in any settlement which it reasonably believes would have an adverse effect on
its business. The Indemnitee shall make available to the Indemnitor all books and records relating to
the claim, and the parties agree to render to each other such assistance as may reasonably be
requested in order to insure a proper and adequate defense.

d. This Section 10 shall survive the expiration or termination of this Agreement.

11. Limitation of Liability. Except for the indemnity obligations hereunder, in no event
whatsoever shall either party be liable to the other hereunder for any incidental, indirect, special,
consequential or punitive damages or lost profits under any tort, contract, strict liability or other legal
or equitable theory arising out of or pertaining to the subject matter of this Agreement, even if said
party has been advised of the possibility of or could have foreseen such damages. This Section 11
shall survive the termination of this Agreement.

12. Modification of Plans. Client reserves the right to modify, revise, or cancel any
plans, schedules, or work, and in the event Client notifies Agency that Client wishes to do so, Agency
will take steps as soon as practicable to give effect to Client’s instructions. In connection with any
such modification, revision or cancellation, Client agrees to pay Agency according to the terms of this
Agreement for any work done, including but not limited to (a) reimbursing Agency for all expenses
incurred prior to the effective date of such modification, revision or cancellation; (b) assuming
Agency’s liability for all contracts and commitments Agency is unable to cancel; and (c) reimbursing
Agency for any cancellation penalties incurred. In addition, in the event of a modification revision or
cancellation, Client shall indemnify, defend and hold Agency harmless for all Losses that result from
carrying out Client’s instructions.

13. Use of Materials by Third Parties. After material has been issued by Agency to the
news media or to another third party, its use is no longer under Agency’s control. Agency cannot
assure the use of news material by any news organization. Similarly, Agency cannot control the form
or manner of use by the news media or others of the material, including, but not limited to, the
accurate presentation of information supplied by Agency. It is understood and agreed that Agency
does not stipulate or guarantee specific or overall results or returns from public relations, publicity,
research or any other activity performed by Agency.

14. Force Majeure. Neither party shall be liable for any delay or failure to carry out or
make continuously available its obligations under this Agreement if such delay or failure is due to any
cause beyond such party’s control, including without limitation restrictions of law or regulations,
labor disputes, acts of God, acts of terrorism or war, telecommunications, network or power failures
or interruptions, or mechanical or electronic breakdowns.

15. Governing Law. Any controversy or claim arising out of or related to this Agreement
shall be governed by the substantive laws of the State of New York without regard to its conflict of
law rules and shall be heard by a court of competent jurisdiction within New York, New York. Both
parties irrevocably consent to the jurisdiction of the state and federal courts located in New York,
New York.

16. Waiver. No waiver of any provision or of any breach of this Agreement shall
constitute a waiver of any other provisions or any other or further breach, and no such waiver shall be
effective unless made in writing and signed by an authorized representative of the party to be charged
with such a waiver. Nor shall a one-time waiver of a single provision constitute a permanent waiver
of that party’s rights under said provision.

17. Notice. All notices required under this Agreement shall be in writing and signed by
the party delivering such notice and delivered to the Client and the Agency at their respective
addresses set forth on the first page or via facsimile with electronic confirmation of delivery; it being
understood and agreed that email correspondence shall constitute written approval pursuant to this
Agreement. Any notice of termination delivered by Client shall also be sent to: CMGRP, Inc., 909
Third Avenue, New York, NY 10022, Attn: Business & Legal Affairs.

18. Publicity. Agency may use Client’s name and any non-confidential materials
produced hereunder in Agency's portfolio, on Agency's web site, intranet, and for internal and trade
purposes. Agency will be required to obtain Client's advance approval to utilize Client's trademarks or
any Client materials or information in press releases, Agency brochures, or award submissions.

19. Entire Agreement; Severability. This Agreement constitutes the parties’ entire
understanding of the matters set forth herein and supersedes any prior understanding or agreement
concerning the subject matter hereof. This Agreement may only be modified in a writing signed by
the parties hereto. In the event that any provision of this Agreement shall be illegal or otherwise
unenforceable, such provision shall be severed, and the balance of the Agreement shall continue in
full force and effect.
20. Execution. This Agreement may be executed by facsimile and in counterparts, each
of which shall be deemed an original and all of which, when taken together, shall be deemed to be
one Agreement. Delivery of an executed counterpart of a signature page to this Agreement by hand,
fax or portable document format (.pdf) shall be effective as the delivery of a fully executed
counterpart of this Agreement.

21. Taxes. Client shall be solely responsible to pay all taxes, however designated and of
whatever nature, that are levied or imposed by reason of the transactions contemplated by this
Agreement, including, without limitation, all sales, use, transfer, privilege, excise and other taxes,
duties or surcharges, whether international, national, state or local, excluding, however, taxes based
on Agency’s net income. Agency shall not be liable for, and Client shall hold harmless and
indemnify Agency against, liability for all such taxes, duties and/or surcharges.

If the above meets with your approval, kindly indicate your consent by signing both enclosed
originals of this letter where indicated, return one to us and retain the other for your files.

Very truly yours,

Powell Tate

_______________________________________________ Date: ___________________________


Paul Massey, President, Powell Tate

ACCEPTED AND AGREED

City of Charlottesville, VA

_______________________________________________ Date: ___________________________


Maurice Jones, City Manager
From: Jones, Maurice
Sent: Sunday, August 13, 2017 2:16 PM
To: Signer, Mike; Murphy, Mike
CC: Rice, Paige; Bentley, Terry
Subject: RE: Dept. of Justice CRS Offer to Assist

Mike,

I plan to invite Suzanne to our meeting tomorrow morning. Just focused on the presser right now.

Maurice

Sent with Good (www.good.com)

From: Signer, Mike


Sent: Sunday, August 13, 2017 2:12:46 PM
To: Jones, Maurice; Murphy, Mike
Cc: Rice, Paige; Bentley, Terry
Subject: Fwd: Dept. of Justice CRS Offer to Assist

Maurice, Mike - I talked with Suzanne just now. I think this is an excellent opportunity for the
City to show we're moving forward with skilled and proven assistance from the highest
levels. She is here through Tuesday. I'd like to suggest a meeting tomorrow with her,
yourselves, someone from CPD and Charlene Green. And then we can swiftly announce that the
City has decided to work with DOJ on reconciliation and paths forward.

If amenable Paige can go ahead setting up. Suzanne is here till Tuesday.

Thank you for all you're doing.

Mike

Sent from my iPhone

Begin forwarded message:

From: "Buchanan, Suzanne (CRS)" <Suzanne.Buchanan@usdoj.gov>


To: "Signer, Mike" <msigner@charlottesville.org>
Subject: Dept. of Justice CRS Offer to Assist

Mayor Signer,

I'm reaching out to you on behalf of the United States Department of Justice
Community Relations Service (CRS) to offer the City of Charlottesville our
agency services in assisting with planning and implementing a recovery process.
While I understand today and tomorrow maybe a time for critical response with
regard to law enforcement and understanding what happened, planning to help the
city heal is an equally important need and a process that the Community Relations
Service specializes in.

We have been in touch with the City Manager who has been very responsive;
however, I wanted to convey this offer of assistance to you personally during this
critical time.

In case you are unfamiliar with a mandate of my agency, CRS works to prevent
and address community conflict specifically based on race color national origin
religion gender identity sexual orientation and disability. We specialize in
working to prevent and address hate crimes and help communities recover when
bias-based incidents occur. CRS does not investigate prosecute or assign blame,
instead we focus on the strengthening relationships by helping communities
navigate difficult conversations, come together for constructive dialogue, and plan
the next steps forward.

I am currently in Charlottesville and have offered to attend any critical meetings


that may occur Monday in my email to the City Manager.

Attached you will find a brochure which should provide you a better introduction
to my agency and the scope of work we conduct. Please think of it as a loose
template since we tailor our work to meet the needs of the communities we serve.

Below you will find my contact information, please don't hesitate to reach out by
phone or email during this critical time.

Thank you for your time.

Respectfully

Suzanne V. Buchanan

Conciliation Specialist

Community Relations Service

U.S. Department of Justice

200 2nd & Chestnut Street


Suite 208
Philadelphia, PA 19106
Mobile: 267 275 7423

www.justice.gov/crs

America’s Peacemaker

Conciliate ~ Mediate ~ Facilitate ~ Educate

WARNING AND CONFIDENTIALITY NOTICE:

The information contained in this e-mail message, including


any attachments, is confidential, may be subject to the
attorney-client privilege or other privileges, may constitute
inside information, and is intended only for the use of the
intended addressees. In the event this communication was
received by you in error, please notify the sender immediately;
return this communication to the sender; and permanently
delete this communication from your computer storage
systems. Any unauthorized review, use, disclosure or
distribution of this communication is strictly prohibited and
may be unlawful.
From: Signer, Mike
Sent: Sunday, August 13, 2017 2:22 PM
To: Jones, Maurice; Murphy, Mike
CC: Rice, Paige; Bentley, Terry
Subject: RE: Dept. of Justice CRS Offer to Assist

Fantastic, thank you.

-----
Mayor Mike Signer
City of Charlottesville
(434) 970-3113
A World-Class City

From: Jones, Maurice


Sent: Sunday, August 13, 2017 2:15 PM
To: Signer, Mike; Murphy, Mike
Cc: Rice, Paige; Bentley, Terry
Subject: RE: Dept. of Justice CRS Offer to Assist

Mike,

I plan to invite Suzanne to our meeting tomorrow morning. Just focused on the presser right now.

Maurice

Sent with Good (www.good.com)

From: Signer, Mike


Sent: Sunday, August 13, 2017 2:12:46 PM
To: Jones, Maurice; Murphy, Mike
Cc: Rice, Paige; Bentley, Terry
Subject: Fwd: Dept. of Justice CRS Offer to Assist

Maurice, Mike - I talked with Suzanne just now. I think this is an excellent opportunity for the
City to show we're moving forward with skilled and proven assistance from the highest
levels. She is here through Tuesday. I'd like to suggest a meeting tomorrow with her,
yourselves, someone from CPD and Charlene Green. And then we can swiftly announce that the
City has decided to work with DOJ on reconciliation and paths forward.

If amenable Paige can go ahead setting up. Suzanne is here till Tuesday.

Thank you for all you're doing.


Mike

Sent from my iPhone

Begin forwarded message:

From: "Buchanan, Suzanne (CRS)" <Suzanne.Buchanan@usdoj.gov>


To: "Signer, Mike" <msigner@charlottesville.org>
Subject: Dept. of Justice CRS Offer to Assist

Mayor Signer,

I'm reaching out to you on behalf of the United States Department of Justice
Community Relations Service (CRS) to offer the City of Charlottesville our
agency services in assisting with planning and implementing a recovery process.

While I understand today and tomorrow maybe a time for critical response with
regard to law enforcement and understanding what happened, planning to help the
city heal is an equally important need and a process that the Community Relations
Service specializes in.

We have been in touch with the City Manager who has been very responsive;
however, I wanted to convey this offer of assistance to you personally during this
critical time.

In case you are unfamiliar with a mandate of my agency, CRS works to prevent
and address community conflict specifically based on race color national origin
religion gender identity sexual orientation and disability. We specialize in
working to prevent and address hate crimes and help communities recover when
bias-based incidents occur. CRS does not investigate prosecute or assign blame,
instead we focus on the strengthening relationships by helping communities
navigate difficult conversations, come together for constructive dialogue, and plan
the next steps forward.

I am currently in Charlottesville and have offered to attend any critical meetings


that may occur Monday in my email to the City Manager.

Attached you will find a brochure which should provide you a better introduction
to my agency and the scope of work we conduct. Please think of it as a loose
template since we tailor our work to meet the needs of the communities we serve.

Below you will find my contact information, please don't hesitate to reach out by
phone or email during this critical time.

Thank you for your time.

Respectfully
Suzanne V. Buchanan

Conciliation Specialist

Community Relations Service

U.S. Department of Justice

200 2nd & Chestnut Street


Suite 208
Philadelphia, PA 19106

Mobile: 267 275 7423

www.justice.gov/crs

America’s Peacemaker

Conciliate ~ Mediate ~ Facilitate ~ Educate

WARNING AND CONFIDENTIALITY NOTICE:

The information contained in this e-mail message, including


any attachments, is confidential, may be subject to the
attorney-client privilege or other privileges, may constitute
inside information, and is intended only for the use of the
intended addressees. In the event this communication was
received by you in error, please notify the sender immediately;
return this communication to the sender; and permanently
delete this communication from your computer storage
systems. Any unauthorized review, use, disclosure or
distribution of this communication is strictly prohibited and
may be unlawful.
From: Jones, Maurice
Sent: Sunday, August 13, 2017 3:29 PM
To: Buchanan, Suzanne (CRS); Signer, Mike
CC: Lewis, Wendy; Lieu, Ben (CRS); Beauregard, Leslie; Murphy, Mike
Subject: RE: DOJ CRS offer to Meet

Sounds good. Thanks.

Sent with Good (www.good.com)

From: Buchanan, Suzanne (CRS)


Sent: Sunday, August 13, 2017 3:24:08 PM
To: Jones, Maurice; Signer, Mike
Cc: Lewis, Wendy; Lieu, Ben (CRS)
Subject: RE: DOJ CRS offer to Meet

Good afternoon,

I just wanted to provide a small update that CRS Regional Director Ben Lieu will be
accompanied me tomorrow morning.

Ben brings significant expertise from his prior career in law enforcement on police protocol and
police community relations.

Thank you.

Suzanne

~~~~~~~~~~~~~
Suzanne Buchanan
Conciliation Specialist
Mobile: 267 275 7423

United States Department of Justice Community Relations


-------- Original message --------
From: "Jones, Maurice" <MJONES@CHARLOTTESVILLE.ORG>
Date: 8/13/17 2:24 PM (GMT-05:00)
To: "Buchanan, Suzanne (CRS)" <Suzanne.Buchanan@CRS.USDOJ.GOV>
Cc: "Lewis, Wendy" <lewis@charlottesville.org>
Subject: RE: DOJ CRS offer to Meet

Thanks Suzanne.
Sent with Good (www.good.com)

From: Buchanan, Suzanne (CRS)


Sent: Sunday, August 13, 2017 2:22:53 PM
To: Jones, Maurice
Cc: Lewis, Wendy
Subject: RE: DOJ CRS offer to Meet

Of course. I'll see you then.

Suzanne

Sent from my Verizon 4G LTE smartphone

-------- Original message --------


From: "Jones, Maurice" <MJONES@CHARLOTTESVILLE.ORG>
Date: 8/13/17 2:17 PM (GMT-05:00)
To: "Buchanan, Suzanne (CRS)" <Suzanne.Buchanan@CRS.USDOJ.GOV>
Cc: "Lewis, Wendy" <lewis@charlottesville.org>
Subject: RE: DOJ CRS offer to Meet

Hi Suzanne,

Thanks for your offer of assistance. Can you meet with a group of us tomorrow morning at 10:00
am at City Hall?

All the Best,


Maurice

Sent with Good (www.good.com)

From: Buchanan, Suzanne (CRS)


Sent: Sunday, August 13, 2017 10:30:53 AM
To: Jones, Maurice
Cc: Lewis, Wendy
Subject: DOJ CRS offer to Meet

Good morning Maurice,


While I know this is a critical time, I wanted to offer to stay in Charlottesville and attend any
relevant meetings tomorrow where CRS can be of service.

I am sure there are several constellations of meetings that will probably take place.

While CRS does not investigate and would not be relevant on figuring out what happened, we
are the right resource for the conversation on where do we go from here.

Often times it is in the planning of the response that CRS can offer the greatest assistance as we
can offer best practices learned from working in cities across the nation since 1960's. From
working with City leadership to create a road map forward, to engaging relevant stakeholders,
and encouraging dialogues that allow the community to process and begin to heal, these are just
a few components of a larger strategy.

Grieving is an intimate process maybe even more complicated by the political ramifications of an
event like this, so I understand and respect the inclination to meet internally first to determine
plan of action, before allowing an outside entity to assist.

*If you and the Mayor feel CRS presence could be of service tomorrow, would you please let me
know by 1pm today?*

Also please note that CRS has a strict confidentiality mandate so that any sensitive conversations
and information shared is protected on our end.

Thank you.

Suzanne V. Buchanan

Conciliation Specialist

Community Relations Service

U.S. Department of Justice

200 2nd & Chestnut Street


Suite 208
Philadelphia, PA 19106

Mobile: 267 275 7423

www.justice.gov/crs
America’s Peacemaker

Conciliate ~ Mediate ~ Facilitate ~ Educate

WARNING AND CONFIDENTIALITY NOTICE:

The information contained in this e-mail message, including any


attachments, is confidential, may be subject to the attorney-client
privilege or other privileges, may constitute inside information, and is
intended only for the use of the intended addressees. In the event this
communication was received by you in error, please notify the sender
immediately; return this communication to the sender; and permanently
delete this communication from your computer storage systems. Any
unauthorized review, use, disclosure or distribution of this
communication is strictly prohibited and may be unlawful.

-------- Original message --------


From: "Jones, Maurice" <MJONES@CHARLOTTESVILLE.ORG>
Date: 8/13/17 9:22 AM (GMT-05:00)
To: "Phillips, Charles E. (CRS)" <Charles.Phillips@CRS.USDOJ.GOV>
Cc: "Lewis, Wendy" <lewis@charlottesville.org>, "Lieu, Ben (CRS)"
<Ben.Lieu@CRS.USDOJ.GOV>, "Buchanan, Suzanne (CRS)"
<Suzanne.Buchanan@CRS.USDOJ.GOV>
Subject: RE: CRS Contact Info

Thank you Charles. I apologize for not being able to spend more time with you and Suzanne
yesterday but I do greatly appreciate your support. My team will be meeting tomorrow morning
to discuss next steps with community relations and healing. I'll reach out to Suzanne after that
discussion.

All the Best,


Maurice

Sent with Good (www.good.com)


From: Phillips, Charles E. (CRS)
Sent: Sunday, August 13, 2017 9:16:29 AM
To: Jones, Maurice
Cc: Lewis, Wendy; Lieu, Ben (CRS); Buchanan, Suzanne (CRS)
Subject: CRS Contact Info

Mr. Jones,

CRS will be leaving Charlottesville this AM, but we will make ourselves available next week to
further discuss the follow-up plans we began discussing Tuesday last week and continued at the
command center yesterday. Suzanne Buchanan whom you met Saturday will be reaching out to
provide further information on the services that CRS can provide. I have provided her contact
information as well as our Regional Director, below:

Suzanne Buchanan

Conciliation Specialist

Mobile: 267-275-7423

Email: Suzanne.Buchanan@USDOJ.GOV

Ben Lieu

Regional Director

Mobile: 267-246-8408

Email: Ben.Lieu@USDOJ.GOV

Thank you,

Charles

Charles E. Phillips
Conciliation Specialist

Community Relations Service

U.S. Department of Justice

Mid-Atlantic Regional Office

200 Chestnut Street, Suite 208

Philadelphia, PA 19106

Fax: 215-597-9148

Mobile: 267-315-7284

Email: charles.e.phillips@usdoj.gov

www.justice.gov/crs

America’s Peacemaker

Conciliate ~ Mediate ~ Facilitate ~ Educate

WARNING AND CONFIDENTIALITY NOTICE: The information contained in this e-mail message,
including any attachments, is confidential, may be subject to the attorney-client privilege or
other privileges, may constitute inside information, and is intended only for the use of the
intended addressees. In the event this communication was received by you in error, please notify
the sender immediately; return this communication to the sender; and permanently delete this
communication from your computer storage systems. Any unauthorized review, use, disclosure
or distribution of this communication is strictly prohibited and may be unlawful.
From: Signer, Mike
Sent: Wednesday, August 2, 2017 12:43 PM
To: Samuel Kaplan
CC: Amy Neuhardt; Brown, Craig; Jones, Maurice; Murphy, Mike
Subject: Re: Engagement letter

Sam - thanks for this. If this doesn't include helping with litigation as co-counsel it will probably be too
rich for my colleagues' blood, though I don't think you'd need to physically be in court, at least not in the
first hearing. If it did go higher, I assume that the firm would find it profitable to go to an appellate or
higher level on a matter in such a short time. So I think we would need to know that your counsel was
at least advisory on an ongoing basis through the conclusion of the matter in court. Please see recent
news clips today showing that the City spent a little over $30k on expenses for the KKK rally as an
example of the scrutiny we (as a city of only 50k people) are under. Craig is better suited than me to
discuss the precise relationship with you. I'll forward him your proposal in a moment (I can't get it to
attach to this email).

Thanks,

Mike

Sent from my iPhone

On Aug 2, 2017, at 12:28 PM, Samuel Kaplan <skaplan@BSFLLP.com> wrote:

Mike,

Attached is the engagement letter. Available to discuss at your convenience except that
I have a call at 3. Best,

Sam

Samuel C. Kaplan
Partner

BOIES SCHILLER FLEXNER LLP


1401 New York Avenue, N.W.
Washington, DC 20005
(t) +1 202 274-1163
skaplan@bsfllp.com
www.bsfllp.com

The information contained in this electronic message is confidential information intended only for the use of the named
recipient(s) and may contain information that, among other protections, is the subject of attorney-client privilege,
attorney work product or exempt from disclosure under applicable law. If the reader of this electronic message is not
the named recipient, or the employee or agent responsible to deliver it to the named recipient, you are hereby notified
that any dissemination, distribution, copying or other use of this communication is strictly prohibited and no privilege is
waived. If you have received this communication in error, please immediately notify the sender by replying to this
electronic message and then deleting this electronic message from your computer. [v.1]

<Engagement letter.pdf>
From: Signer, Mike
Sent: Sunday, August 6, 2017 3:33 PM
To: Jones, Maurice
CC: Brown, Craig
Subject: RE: Memorandum -- privileged and confidential -- attorney-client privilege and work
product

Maurice, I'm trying to call you, but it rings and then goes to a busy signal. Can you call my cell?

-----
Mayor Mike Signer
City of Charlottesville
(434) 970-3113
A World-Class City

From: Signer, Mike


Sent: Sunday, August 06, 2017 10:09 AM
To: Jones, Maurice
Cc: Brown, Craig
Subject: Re: Memorandum -- privileged and confidential -- attorney-client privilege and work product

I think you can only conf in one other person on an iPhone but if you conf Mike in on your
phone separate from me i think that will do it?

Sent from my iPhone

On Aug 6, 2017, at 9:59 AM, Jones, Maurice <MJONES@CHARLOTTESVILLE.ORG> wrote:

Mr. Mayor,

Can you also get Mike on the call or do we need to set up a conference call?

Maurice

Sent with Good (www.good.com)

From: Signer, Mike


Sent: Sunday, August 06, 2017 9:05:06 AM
To: Brown, Craig
Cc: Jones, Maurice; Murphy, Mike
Subject: Re: Memorandum -- privileged and confidential -- attorney-client privilege and
work product

Great, let's do 3:30. Maurice I will call you and we can conference in Craig.
Mike

Sent from my iPhone

> On Aug 6, 2017, at 7:21 AM, Brown, Craig <Brownc@charlottesville.org> wrote:


>
> I'm available then.
> ________________________________________
> From: Jones, Maurice
> Sent: Sunday, August 06, 2017 6:21 AM
> To: Signer, Mike; Brown, Craig; Murphy, Mike
> Subject: RE: Memorandum -- privileged and confidential -- attorney-client privilege and work
product
>
> I'm available to call between 3:30 and 4:30.
>
>
>
> Sent with Good (www.good.com)
>
> ________________________________
> From: Signer, Mike
> Sent: Saturday, August 05, 2017 11:26:05 PM
> To: Brown, Craig; Jones, Maurice; Murphy, Mike
> Subject: Fwd: Memorandum -- privileged and confidential -- attorney-client privilege and work
product
>
> I'd like to do a conference call tomorrow afternoon to discuss this in light of (a) actions and (b)
communications on Monday. Maurice, I also leave up to you how to share this with other
Councilors.
>
> I am free tomorrow between 1 and 4 to talk and again at night after 6.
>
> Thanks,
>
> Mike
>
> Sent from my iPhone
>
From: Bob Fenwick
Sent: Monday, August 7, 2017 8:41 AM
To: Galvin, Kathy; Brown, Craig; Jones, Maurice; Signer, Mike; Murphy, Mike
CC: Bellamy, Wes; Signer, Mike; Szakos, Kristin; Fenwick, Bob; Jones, Maurice; Murphy,
Mike; Thomas, Al; Dickler, Miriam; Kathleen M. Galvin
Subject: Re: Memorandum -- privileged and confidential -- attorney-client privilege and work
product

I would appreciate timely notice of when and where the press conference will be held. I’ll be
working and I need time to change out of my work clothes. The full council should be on hand
and participating.
Bob 981-2298
From: Galvin, Kathy
Sent: Monday, August 7, 2017 11:13 AM
To: Signer, Mike; Jones, Maurice
CC: Dickler, Miriam; Brown, Craig; Murphy, Mike; Thomas, Al
Subject: Re: Memorandum -- privileged and confidential -- attorney-client privilege and work
product_ today's press conference

Hello Mayor Signer and Maurice Jones,

Thank you for your response Mayor Signer.

First, I see no reason why all of council should not be given an opportunity to speak at this
important press conference as was done at another press conference over a month ago. As I
relayed in an earlier email, the "protection of its citizens and their property" (within section 14,
20th enumerated power of the council) is the responsibility of the entire council. Any councilor
who therefore wishes to make remarks at this press conference about the city's plans for August
12 should be able to do so, within the carefully vetted confines of scripts prepared by our
professional communications, legal, law enforcement and managerial staff.

Second, given the very serious nature of the situation before us, all councilors need to be made
aware of the details of the strategy for August 12 as well as a communication plan. As stated in
an email to council on July 27, 2017 Maurice stated,
"We are working on a communications strategy for the next couple of weeks. Miriam and
I have a phone call with the Mayor this afternoon to review the strategy. Once we
finalize a draft I will send it to the Council. The plan will include background
information that you )Council) can feel free to distribute to residents who may have
questions about the events of the 12th....I will keep you (Council) informed on every
aspect of our planning during the next two weeks."

The full city council however, has never received that communication plan with "background
information that you (Council) can feel free to distribute to residents who may have questions
about the events of the 12th."

To conclude, I therefore request that Council receive the aforementioned plan with background
information about August 12 (as informed by the closed council meeting on 8/2/17) as well
as carefully vetted talking points for councilors from staff before today's press conference at 3
pm. Many thanks.

Best,
Kathy
Kathleen M. Galvin, AIA
Charlottesville City Councilor

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