Santa Ana City Council
June 20, 2023

The acquisition of the Property will ensure the City’s ability to use the Property as a homeless shelter for the long term if desired and provide the highest degree of control over the Property for future renovation or alternative uses, as appropriate. Additionally, when negotiating the Lease Agreement with the Property Owner, it was the City’s original intent to exercise the option to purchase the Property that was embedded in the Lease Agreement. Upon the purchase of the Property, the Lease Agreement will be extinguished, as the City will own the Property outright.

FISCAL IMPACT
If the City Council approves the requested appropriation adjustments, budgeted funds totaling $12,750,000 will be available in the following accounts for the required property acquisition expenditures in FY 2022-23.

Fiscal
Year
Accounting
Unit-Account
Fund
Description
Accounting Unit, Account
Description Amount
FY 22-23 11114002-57996
Opioid
Remediation
Opioid Remediation,
Settlements $1,100,000
Total Revenue $1,100,000
Fiscal
Year
Accounting
Unit-Account
Fund
Description
Accounting Unit, Account
Description Amount
FY 22-23 18118013-66200 ARPA
ARPA, Buildings & Building
Improvements $1,000,000
FY 22-23 11118800-66200
Opioid
Remediation
Opioid Remediation, Buildings
& Building Improvements $1,100,000
FY 22-23 12218715-66200 HHAP - Round 1
HHAP, Buildings & Building
Improvements $ 100,000
FY 22-23 41718820-66200
Inclusionary
Housing Fund
Inclusionary Housing,
Buildings & Building
Improvements $3,753,571
FY 22-23 1581870X-66200
PLHA - Round 1,
2, and 3
PLHA Administrative,
Buildings & Building
Improvements $ 500,000
FY 22-23 1581870X-66200
PLHA - Round 1,
2, and 3
PLHA Round 1, 2 & 3,
Buildings & Building
Improvements $6,296,429
Total Expenditure $12,750,000

EXHIBIT(S)

1. Purchase and Sale Agreement
Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Kristine Ridge, City Manager
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5489135.1

PURCHASE AND SALE AGREEMENT
between
DYER 18 LLC
Seller
and

THE CITY OF SANTA ANA
Purchaser
EXHIBIT 1
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5489135.1 2
THIS PURCHASE AND SALE AGREEMENT (this “Contract”), dated as of June __, 2023 (the “Effective Date”), is made by and between DYER 18 LLC, a Delaware limited liability company, having an address at 240 Newport Center Drive, Suite 200, Newport Beach, CA 92660 (“Seller”) and THE CITY OF SANTA ANA, a California municipal corporation, having an address at 20 Civic Center Plaza, Santa Ana, California 92701 (“Purchaser”).

W I T N E S S E T H :

WHEREAS, concurrently herewith, Seller and Purchaser have entered into that certain Settlement Agreement with Mutual Releases (the “Settlement Agreement”); WHEREAS, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Settlement Agreement;
WHEREAS, pursuant to the Settlement Agreement, Seller has agreed to sell and Purchaser has agreed to purchase the “Property” (as hereinafter defined) upon the terms and conditions set forth herein;
NOW, THEREFORE, intending to be legally bound hereby, the parties agree as follows:

1. Intentionally Omitted.

2. Subject of Sale.

2.1. Seller agrees to sell and convey to Purchaser the Property and Purchaser agrees to purchase from Seller the Property subject to the terms and conditions contained in this Contract.

2.2. This sale includes all right, title and interest of Seller, in and to the following (collectively, the “Property”):
a) The “Real Property” collectively consisting of the following:
i) that certain parcel of land, as the same is more particularly described on Exhibit A attached hereto (the “Land”);
ii) the buildings and other improvements (together with all fixtures) erected on the Land (collectively, the “Improvements”, and together with the Land, the “Premises”);
iii) any land lying in the bed of any street, road or avenue opened or proposed, adjacent to the Land, to the center line thereof, and all right, title and interest of Seller in and to any award made or to be made in lieu thereof and in and to any unpaid award for damage to the Property by reason of change of grade of any street;
iv) rights of way, appurtenances, easements, sidewalks, alleys, gores, or strips of land adjoining or appurtenant to the Land and used in connection therewith; EXHIBIT 1
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v) all minerals, oil, gas and other hydrocarbon substances on and under the real property and all rights related thereto; and
vi) all development rights, air rights, water, water rights, riparian rights and water stock relating to the real property.
b) (i) that certain personal property located on and used in connection with the Real Property, if any, consisting of (a) all keys and combinations to all doors, cabinets, safes, enclosures and other locking items or areas on or about the Real Property in Seller’s possession; and (b) all tangible personal property, including, without limitation, all tools, supplies, electric switch gear, telephone systems, office equipment, safety gear and fire safety equipment fixtures, in each case to the extent owned by Seller, located on the Real Property and used exclusively in connection with the occupation or operation of the Real Property and (ii) all construction contracts, design contracts, labor contracts, proposals, as-built plans and specifications (the “Construction Documents”), and indemnities and warranties related to the Work as defined in the Lease Agreement (collectively, the “Personal Property”).

2.3. At Closing, Purchaser shall succeed to Seller’s interest in, and shall otherwise assume and take title to the Property.

3. Purchase Price.

3.1. The purchase price (the “Purchase Price”) for the Property is the sum of Twelve Million Seven Hundred Fifty Thousand and 00/100 Dollars ($12,750,000.00), payable by Purchaser to Seller as follows:

3.2. Within no later than one (1) Business Day (as hereinafter defined) following the Open Date , TIME BEING OF THE ESSENCE, the sum of Six Hundred Thousand and 00/100 Dollars ($600,000.00) (the “Deposit”) to be paid by electronic wire transfer of immediately available funds to an account designated by the Title Company (as hereinafter defined) (in such capacity, “Escrowee”); and

3.3. The balance of the Purchase Price, subject to adjustment and proration as provided in this Contract, at Closing by wire transfer of immediately available funds to Escrowee for payment to Seller upon Closing.

3.4. Upon the payment of the Deposit by Purchaser, such amount shall be non-refundable under any circumstances except in the case that both (A) Seller is in default of its obligation to close the purchase and sale of the Property in accordance with this Contract, and (B) Purchaser is not in default under the Settlement Agreement or this Contract.

4. Deposit Provisions.

4.1. Upon delivery of the Deposit to Escrowee in accordance with Section 3.2, Escrowee shall disburse (and in all events within five (5) Business Days) the entire Deposit to Seller in accordance with wiring instructions provided by Seller without any further action by, or approval of, Purchaser. The Deposit shall be retained by Seller in all circumstances except as provided in Section 3.4, but the Deposit shall be applied to the Purchase Price at Closing.

EXHIBIT 1
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4.2. In the event Seller shall be entitled to the Deposit pursuant to Section 10.1, Escrowee shall pay the Deposit to Seller, and Seller shall retain the Deposit in accordance with Section 10.1 below.

4.3. In the event this Contract is terminated by Purchaser as a result of a default by Seller pursuant to Section 10.2, then, and only then, shall Escrowee (if it is holding the Deposit) pay the Deposit to Purchaser within three (3) Business Days. If Escrowee has delivered the Deposit to Seller in accordance with Section 4.1, in the event of such termination Seller shall pay the Deposit to Purchaser within three (3) Business Days.

4.4. Purchaser may instruct the Escrowee to invest the Deposit in such short term, high grade securities, interest bearing bank accounts, bank certificates of deposit or bank repurchase agreements as mutually agreed by Escrowee, Seller and Purchaser, and all interest and income thereon shall belong to Purchaser and shall be remitted to Purchaser as and when received, irrespective of the disposition of the Deposit itself.

4.5. Escrowee, by signing this Contract where indicated, signifies its agreement to hold and disburse the Deposit for the purposes as provided in this Contract. Except for liability resulting from the negligence or willful misconduct of Escrowee, Escrowee shall not incur any liability by reason of any action or non-action taken by it in good faith or pursuant to the judgment or order of a court of competent jurisdiction. Escrowee shall have the right to reasonably rely upon the genuineness of all certificates, notices and instruments delivered to it pursuant hereto, and all the signatures thereto or to any other writing received by Escrowee purporting to be signed by any party hereto, and upon the truth of the contents thereof.

4.6. Except as otherwise provided for in Section 4.1, Escrowee shall not pay or deliver the Deposit to any party.

4.7. Escrowee shall be entitled to consult with counsel in connection with its duties hereunder.

Seller and Purchaser, jointly and severally, agree to reimburse Escrowee, upon demand, for the reasonable out of pocket costs and expenses including attorneys’ fees incurred by Escrowee in connection with its acting in its capacity as Escrowee. In the event of litigation relating to the subject matter of the escrow, whichever of Seller or Purchaser is not the prevailing party shall reimburse the prevailing party for any costs and fees paid by the prevailing party or paid from the escrowed funds to Escrowee.

4.8. To the extent required to consummate the transactions contemplated hereby, each party agrees to execute and deliver to Escrowee closing escrow instructions to implement and coordinate the Closing in accordance with the terms of this Contract.

5. “As-Is”. “Where-Is”.

5.1. Disclaimer. Purchaser acknowledges and agrees that it has been provided the opportunity to thoroughly inspect, investigate and exercise due diligence, and the opportunity to fully and independently become familiar with, and fully satisfy itself regarding, any and all matters relating to the Property. Without limiting the foregoing, pursuant to that certain Standard Industrial/Commercial Single-Tenant Lease - Net dated as of July 13, 2020, by and between Seller, as lessor, and The Illumination Foundation, a California nonprofit public benefit corporation (“Previous Lessee”), as lessee (the “Previous Lease”), that EXHIBIT 1
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certain Guaranty of Lease, dated as of July 13, 2020, made by Purchaser for the benefit of Seller (the “Lease Guaranty”) with respect to Previous Lessee’s obligations under the Previous Lease, and that certain Standard Industrial/Commercial Single-Tenant Lease - Net dated as of March 1, 2021, by and between Seller, as lessor, and Purchaser, as lessee (the “Existing Lease”), Purchaser has been in possession or control of the entire Property since the date of the Previous Lease and comprehensive improvements in connection with its occupancy and use of the Property have been completed in accordance with the terms and conditions of the Existing Lease and have been approved by Purchaser. As such, Purchaser’s knowledge of the current condition of the Property exceeds that of Seller. PURCHASER

ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT

MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY AND ALL

REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS

OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER

EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS

TO, CONCERNING OR WITH RESPECT TO THE PROPERTY OR ITS CONDITION, INCLUDING, WITHOUT LIMITATION, (I) THE VALUE OF THE PROPERTY; (II) THE INCOME BEING, OR THAT MAY BE DERIVED FROM THE PROPERTY; (III) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND

USES WHICH PURCHASER MAY CONDUCT THEREON, INCLUDING, WITHOUT

LIMITATION, THE POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE PROPERTY; (IV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY,

PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY (PURCHASER AFFIRMING THAT PURCHASER HAS NOT RELIED ON SELLER’S

SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY FOR ANY

PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE); (V) THE MANNER,

QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY

INCLUDING, WITHOUT LIMITATION, ANY PATENT OR LATENT DEFECTS OR DEFICIENCIES WITH RESPECT TO THE PROPERTY; (VI) THE NATURE, QUALITY

OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY OF OR BELOW THE SURFACE OF THE PROPERTY; (VII) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH

ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE

GOVERNMENTAL AUTHORITY OR BODY INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT OR ANY SIMILAR STATE LAWS; (VIII) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS

INCORPORATED INTO THE PROPERTY, INCLUDING ANY IMPROVEMENTS

THERETO AND THE WORK (AS DEFINED IN THE SETTLEMENT AGREEMENT) PERFORMED THEREON AND/OR THERETO; (IX) COMPLIANCE WITH ANY

ENVIRONMENTAL REQUIREMENTS (DEFINED BELOW), ENVIRONMENTAL

PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR OTHER REQUIREMENTS; (X) THE PRESENCE OR ABSENCE OF

HAZARDOUS MATERIALS (AS DEFINED BELOW) AT, ON, UNDER, OR ADJACENT TO THE PROPERTY; (XI) THE CONTENT, COMPLETENESS OR ACCURACY OF ANY OF THE DUE DILIGENCE DELIVERIES; (XII) THE

CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS

FOR THE PROPERTY, INCLUDING ANY PLANS AND SPECIFICATIONS THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER; (XIII) THE

CONFORMITY OF THE PROPERTY TO PAST, CURRENT OR FUTURE
EXHIBIT 1
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APPLICABLE ZONING OR BUILDING REQUIREMENTS; (XIV) DEFICIENCY OF ANY UNDERSHORING; (XV) DEFICIENCY OF ANY DRAINAGE; (XVI) THE FACT

THAT ALL OR A PORTION OF THE PROPERTY MAY BE LOCATED ON OR NEAR AN EARTHQUAKE FAULT LINE; (XVII) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY; (XVIII)

THE AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR ANY PORTION

THEREOF, INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, GAS, AND ELECTRICITY; (XIX) USAGES OF ANY ADJOINING PROPERTY; (XX) ACCESS TO,

AND EASEMENTS AND RIGHTS OF WAY WHICH ARE A BURDEN UPON OR WHICH BENEFIT, THE PROPERTY OR ANY PORTION THEREOF; (XXI) ANY

EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS, OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF; (XXII) THE EXISTENCE OR NON EXISTENCE OF UNDERGROUND STORAGE TANKS UPON OR BENEATH THE SURFACE OF THE PROPERTY; (XXIII) ANY MATTERS ARISING FROM OR RELATING TO SELLER’S ALLEGED SUPERIOR KNOWLEDGE OR BREACH OF ANY DUTY TO DISCLOSE; AND (XXIV) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY.

5.1.1. Certain Definitions.
a) For purposes of this Contract, “Hazardous Materials” shall mean any hazardous or toxic materials, substances, or wastes, including, without limitation, (A) substances defined as “hazardous substances,” “hazardous materials,” “hazardous waste,” “pollutant,” “infectious waste,” or “toxic substances,” or words of similar meaning or regulatory effect under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.) (“CERCLA”), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq.) (“RCRA”), the Hazardous Materials Transportation Act (49 U.S.C. § 1801, et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.), the Clean Air Act (42 U. S. C. § 740 1, et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601, et seq.), the Refuse Act (33 U.S.C. § 407), Carpenter-Presley-Tanner Hazardous Substance Account Act, California Health and Safety Code §§ 25300, et seq., Hazardous Substance Cleanup Bond Act of 1984, California Health and Safety Code §§ 25385, et seq., and related statutes including sections 25356.1-25356.4 of the California Health and Safety Code, Porter-Cologne Water Quality Control Act, California Water Code §§ 13000 et seq., as any or all of such acts are amended from time to time; (B) those materials identified in §§ 66680 through 66685 and §§ 66693 through 66740 of Title 22 of the California Administrative Code, Division 4, Chapter 30, as amended from time to time; (C) any substance defined as a “hazardous substance”, “hazardous waste”, “extremely hazardous waste”, “RCRA hazardous waste”, “waste” or “hazardous material” in §§ 25115, 25117, 25122.7, 25120.2, 25124, 25281, 25316 or 25501 of the California Health and Safety Code, as amended, or listed pursuant to § 25140 of the California Health and Safety Code, as amended; (D) any chemical or other substance regulated by the California Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code § 25249.5, et seq., as amended; (E) any substance defined as a “waste” or “hazardous substance” in § 13050 of the California Water Code, as amended; (F) any substance listed in California Labor Code §§ 6501.7 or 9004, as amended; (G) any materials, substances, or wastes which are toxic, ignitable, corrosive, or reactive, and which are regulated EXHIBIT 1
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by any local governmental authority, any agency of the State of California, or any agency of the United States of America; (H) any substance the presence of which at the Property causes, or threatens to cause, a nuisance and/or a trespass upon the Property, or to adjacent properties, or poses, or threatens to pose, a hazard to the health or safety of human beings; (I) asbestos (including, without limitation, asbestos containing materials), petroleum and petroleum based products, urea formaldehyde foam insulation, polychlorinated biphenyls (PCBs), Freon and other chlorofluorocarbons, flammable, explosive, infectious, carcinogenic, mutagenic, or radioactive materials, petroleum or any substance containing or consisting of petroleum hydrocarbons (including, without limitation, gasoline, diesel fuel, motor oil, waste oil, grease or any other fraction of crude oil), paints and solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonium compounds, polychlorinated biphenyls, radon and radon gas, and electromagnetic or magnetic materials, substances, or emissions; and (J) those substances defined as any of the foregoing in the regulations adopted and publications promulgated pursuant to each of the aforesaid laws.
b) For purposes of this Contract, the term “Environmental Requirements” shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders, and decrees, now or hereafter enacted, promulgated, or amended, of the United States, the states, the counties, the cities, or any other political subdivisions in which the Property is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Property, the Property, or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic, or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, ground water or land or soil).

5.2. “As-Is”. Seller is not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Property, or the operation thereof, furnished by any real estate broker, agent, employee, servant or other person. Purchaser further acknowledges and agrees that Purchaser will purchase and accept the Property in its condition as of Closing , and the Property is and shall be transferred by Seller to Purchaser, in an “AS IS, WHERE IS, WITH ALL FAULTS, LIABILITIES, DEFICIENCIES, AND DEFECTS, PATENT, LATENT OR OTHERWISE, KNOWN OR UNKNOWN” condition, whatever that condition may be, and that Seller has no obligations to make repairs, replacements or improvements, whether before or after the Closing. Purchaser represents, warrants and covenants to Seller that, Purchaser will solely rely upon Purchaser’s own investigation and knowledge of the Property and all other matters relating to the Property, and not on any information provided or to be provided by Seller or anyone acting on Seller’s behalf. Except as otherwise provided in this Contract, Purchaser further assumes all risk of loss, damage, expense, and liability whatsoever in connection with the Property (or any portion thereof) from and after the Closing, and Seller shall not be liable for any lack of repair, maintenance, or improvements to the Property.

5.3. Purchaser Indemnity. EXCEPT AS OTHERWISE PROVIDED HEREIN, PURCHASER

HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND, SAVE, AND HOLD EXHIBIT 1
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HARMLESS SELLER, AND, ITS PAST, PRESENT, AND FUTURE DIRECT AND

INDIRECT PARENTS, SUBSIDIARIES, AND AFFILIATES AND EACH OF THEIR

RESPECTIVE DIRECT AND INDIRECT SHAREHOLDERS, PARTNERS, MEMBERS,

AND LEGAL AND BENEFICIAL OWNERS, AND EACH OF THEIR RESPECTIVE

DIRECTORS, OFFICERS, PRINCIPALS, MANAGERS, MEMBERS, CONTRACTORS,

EMPLOYEES (INCLUDING, WITHOUT LIMITATION, INDIVIDUALLY, RYAN

OGULNICK, JEREMEY OGULNICK, RACHEL OGULNICK, CHRIS LEE, RAY WIRTA, AND DUROSS O’BRIAN), TRUSTS, TRUSTEES, AGENTS,

REPRESENTATIVES, HEIRS, BENEFICIARIES, ALTER EGOS, ATTORNEYS,

INSURERS, AND UNDERWRITERS AND THE PREDECESSORS, SUCCESSORS

AND ASSIGNS OF THE FOREGOING AND EACH OF THEM, AND ALL PERSONS

ACTING BY, THROUGH, UNDER OR IN CONCERT WITH SUCH PERSONS (COLLECTIVELY, THE “SELLER PARTIES”), FROM AND AGAINST ANY AND

ALL DEBTS, DUTIES, OBLIGATIONS, LIABILITIES, SUITS, CLAIMS, DEMANDS,

CAUSES OF ACTION, DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES AND COURT

COSTS) IN ANY WAY ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH, PURCHASER’S INSPECTION, ACQUISITION, OWNERSHIP, LEASING, USE,

OPERATION, MANAGEMENT, AND/OR MAINTENANCE OF THE PROPERTY AT

ANY TIME, AND ANY OTHER MATTERS WITH RESPECT TO THE PROPERTY,

INCLUDING, WITHOUT LIMITATION, THOSE ARISING OUT OF ANY SELLER PARTY’S OWN ACTS OR OMISSIONS, WHETHER NEGLIGENT OR INTENTIONAL (“LIABILITIES”).

5.4. Waiver and Release.

5.4.1. AS PART OF PURCHASER’S AGREEMENT TO PURCHASE AND ACCEPT THE PROPERTY ON AN “AS IS, WHERE IS, WITH ALL FAULTS,

LIABILITIES, DEFICIENCIES, AND DEFECTS, PATENT, LATENT OR OTHERWISE, KNOWN OR UNKNOWN” BASIS, AND NOT AS A

LIMITATION ON SUCH AGREEMENT, PURCHASER HEREBY

UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY AND ALL ACTUAL

OR POTENTIAL RIGHTS PURCHASER MIGHT HAVE REGARDING ANY

FORM OF WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO THE PROPERTY. SUCH WAIVER IS ABSOLUTE, COMPLETE, TOTAL, AND UNLIMITED IN EVERY WAY. SUCH WAIVER INCLUDES, BUT

IS NOT LIMITED TO, A WAIVER OF EXPRESS WARRANTIES, IMPLIED

WARRANTIES, WARRANTIES OF FITNESS FOR A PARTICULAR USE OR

PURPOSE, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF

HABITABILITY, STRICT LIABILITY RIGHTS, AND CLAIMS, LIABILITIES,

DEMANDS, OR CAUSES OF ACTION OF EVERY KIND AND TYPE, WHETHER

STATUTORY, CONTRACTUAL, ADMINISTRATIVE, OR UNDER TORT

PRINCIPLES, AT LAW OR IN EQUITY, INCLUDING, BUT NOT LIMITED TO,

CLAIMS REGARDING DEFECTS WHICH MIGHT HAVE BEEN

DISCOVERABLE, CLAIMS REGARDING DEFECTS WHICH WERE NOT OR

ARE NOT DISCOVERABLE, PRODUCT LIABILITY CLAIMS, PRODUCT

LIABILITY TYPE CLAIMS, ALL OTHER EXTANT OR LATER CREATED OR

CONCEIVED OF STRICT LIABILITY OR STRICT LIABILITY TYPE CLAIMS EXHIBIT 1
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AND RIGHTS, AND ANY AND ALL CLAIMS UNDER CERCLA AND RCRA OR ANY OTHER ENVIRONMENTAL REQUIREMENT.

5.4.2. PURCHASER HEREBY FULLY AND FOREVER RELEASES, ACQUITS

AND DISCHARGES SELLER AND EACH OF THE SELLER PARTIES, OF AND

FROM, AND HEREBY FULLY AND FOREVER WAIVES ANY AND ALL

CLAIMS, ADMINISTRATIVE CLAIMS, DEMANDS, ACTIONS, CAUSES OF

ACTION, DISPUTES, OBLIGATIONS, JUDGMENTS, VERDICTS, DAMAGES, LIABILITIES, FEES (INCLUDING ATTORNEYS’ FEES), COSTS, EXPENSES,

COMPENSATION, DUES, AND DEBTS, IN EACH CASE, WHETHER ACTUAL

OR POTENTIAL, WHETHER KNOWN OR UNKNOWN, DIRECT OR INDIRECT,

FORESEEABLE OR UNFORESEEABLE, ABSOLUTE OR CONTINGENT, THAT

PURCHASER NOW HAS OR MAY HAVE OR WHICH MAY ARISE IN THE

FUTURE ARISING OUT OF, DIRECTLY OR INDIRECTLY, OR IN ANY WAY

CONNECTED WITH THE PROPERTY OR ANY OTHER MATTERS RELATING TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (A) ANY

CONDITION OF ENVIRONMENTAL CONTAMINATION OR POLLUTION AT

THE PROPERTY, HOWEVER AND WHENEVER OCCURRING (INCLUDING,

WITHOUT LIMITATION, THE CONTAMINATION OR POLLUTION OF ANY

SOILS, SUBSOIL MEDIA, SURFACE WATERS OR GROUNDWATERS AT THE PROPERTY) INCLUDING, BUT NOT LIMITED TO, HAZARDOUS MATERIALS; (B) TO THE EXTENT NOT ALREADY INCLUDED IN (A) ABOVE, THE PRIOR,

PRESENT OR FUTURE EXISTENCE, RELEASE OR DISCHARGE, OR

THREATENED RELEASE, OF ANY HAZARDOUS MATERIALS AT THE
PROPERTY, HOWEVER AND WHENEVER OCCURRING; (C) THE VIOLATION

OF, OR NON-COMPLIANCE WITH, ANY APPLICABLE LAW NOW OR
HEREAFTER IN EFFECT, HOWEVER OR WHENEVER OCCURRING; (D) THE CONDITION OF THE SOIL AT THE PROPERTY; (E) THE CONDITION OF

IMPROVEMENTS INCLUDING, WITHOUT LIMITATION, THE STRUCTURAL

INTEGRITY AND SEISMIC COMPLIANCE OF SUCH IMPROVEMENTS AND ALL “WORK” PERFORMED TO THE PROPERTY (AS DEFINED IN THE EXISTING LEASE); (F) THE INACCURACY, UNRELIABILITY, OR

INCOMPLETENESS OF, OR ANY DEFECT OR MISTAKE IN, ANY DELIVERIES

MADE BY SELLER IN CONNECTION WITH THIS CONTRACT OR THE
SETTLEMENT AGREEMENT; (G) TO THE EXTENT NOT ALREADY COVERED

BY ANY OF THE FOREGOING CLAUSES (A) THROUGH (F), ABOVE, THE USE,

MAINTENANCE, DEVELOPMENT, CONSTRUCTION (INCLUDING WITHOUT

LIMITATION ANY AND ALL DEFECTS, PATENT, LATENT OR OTHERWISE,

KNOWN OR UNKNOWN), CONVERSION OF USE, OWNERSHIP OR
OPERATION OF THE PROPERTY BY SELLER OR ANY OF SELLER’S
PREDECESSOR(S)-IN-INTEREST IN THE PROPERTY; (H) ANY MATTERS

ARISING FROM OR RELATING TO ANY LEASES (INCLUDING WITHOUT

LIMITATION, CLAIMS, DAMAGES, LIABILITIES, OR OTHERWISE
ASSERTED BY ANY THIRD PARTIES); OR (I) ANY MATTERS BASED ON SELLER’S ALLEGED SUPERIOR KNOWLEDGE OR FAILURE TO DISCLOSE.

AS PART OF THE PROVISIONS OF THIS SECTION 5.4.2, BUT NOT AS A

LIMITATION THEREON, PURCHASER HEREBY AGREES, REPRESENTS, AND

WARRANTS THAT THE MATTERS RELEASED HEREIN ARE NOT LIMITED EXHIBIT 1
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TO MATTERS WHICH ARE KNOWN OR DISCLOSED, AND PURCHASER

HEREBY WAIVES ANY AND ALL RIGHTS AND BENEFITS WHICH IT NOW

HAS, OR IN THE FUTURE MAY HAVE CONFERRED UPON IT, BY VIRTUE OF

THE PROVISIONS OF FEDERAL, STATE, OR LOCAL LAW, RULES, OR REGULATIONS, INCLUDING WITHOUT LIMITATION, SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (“SECTION 1542”), WHICH PROVIDES AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO

CLAIMS THAT THE CREDITOR OR RELEASING

PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN

HIS OR HER FAVOR AT THE TIME OF EXECUTING

THE RELEASE AND THAT, IF KNOWN BY HIM OR

HER, WOULD HAVE MATERIALLY AFFECTED HIS

OR HER SETTLEMENT WITH THE DEBTOR OR
RELEASED PARTY.”

PURCHASER HEREBY ACKNOWLEDGES, AND REPRESENTS AND

WARRANTS TO SELLER THAT IT HAS READ, IS FAMILIAR WITH, AND FULLY UNDERSTANDS THE PROVISIONS OF SECTION 1542.

IN ACCORDANCE WITH THE FOREGOING, AND TO THE MAXIMUM EXTENT

PERMITTED BY LAW, PURCHASER HEREBY AGREES, REPRESENTS, AND

WARRANTS THAT IT UNDERSTANDS THAT FACTUAL MATTERS NOW

UNKNOWN TO PURCHASER MAY HAVE GIVEN, OR MAY HEREAFTER GIVE,

RISE TO CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS,

CONTROVERSIES, DAMAGES, COSTS, LOSSES, OR EXPENSES WHICH ARE

PRESENTLY UNKNOWN, UNANTICIPATED, AND UNSUSPECTED, AND

PURCHASER FURTHER AGREES, REPRESENTS, AND WARRANTS THAT THE

WAIVERS AND RELEASES HEREIN HAVE BEEN NEGOTIATED AND AGREED

UPON IN LIGHT OF THAT REALIZATION, AND THAT PURCHASER

NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE, AND

ACQUIT SELLER FROM ANY SUCH UNKNOWN CAUSES OF ACTION,

CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES,

AND EXPENSES WHICH MIGHT IN ANY WAY BE INCLUDED IN THE
WAIVERS AND MATTERS RELEASED AS SET FORTH IN THIS SECTION 5.4.2.

THE PROVISIONS OF THIS SECTION 5.4.2 ARE MATERIAL AND INCLUDED

AS A MATERIAL PORTION OF THE CONSIDERATION GIVEN TO SELLER BY PURCHASER IN EXCHANGE FOR SELLER’S PERFORMANCE HEREUNDER AND THE SETTLEMENT AGREEMENT. SELLER HAS GIVEN PURCHASER

MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR PURCHASER AGREEING TO THE PROVISIONS OF THIS SECTION 5.4.2.

PURCHASER HAS INITIALED THIS SECTION 5.4.2 TO FURTHER INDICATE

ITS AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISION HEREOF. PURCHASER HEREBY WAIVES THE PROVISIONS OF SECTION 1542, AND OF ANY STATUTE, PRINCIPLE OF COMMON LAW OR CASE LAW

WHICH WOULD LIMIT THE SCOPE OF THE FOREGOING WAIVER AND

RELEASE, IN CONNECTION WITH MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVER AND RELEASE.

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PURCHASER’S INITIALS: ___________

5.5. Survival. The provisions of this Section 5 shall survive the Closing.

6. Purchaser’s Representations. Purchaser represents that as of the Effective Date and as of the Closing:
a) The execution, delivery and performance of this Contract in accordance with its terms, do not violate any organizational document of Purchaser, or any contract, agreement, commitment, order, judgment or decree to which Purchaser is a party or by which it is bound;
b) Purchaser has the right, power and authority to make and perform its obligations under this Contract;
c) Purchaser is a municipal corporation duly formed under the laws of the State of California; and
d) This Contract is a valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms.

7. Seller’s Representations. Seller represents that as of the Effective Date and as of the Closing:
a) The execution, delivery and performance of this Contract in accordance with its terms do not violate or any organizational document of Seller, or any contract, agreement, commitment, order, judgment or decree to which Seller is a party or by which it is bound;
b) Seller has the right, power and authority to make and perform its obligations under this Contract; and
c) This Contract is a valid and binding obligation of Seller enforceable against Seller in accordance with its terms;
d) Seller is not a foreign person, nonresident alien, foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Internal Revenue Code and the Income Tax Regulations promulgated thereunder; e) Seller is not, and shall not become, a person or entity with whom Purchaser is restricted from doing business under, without limitation, Executive Order No. 13224 (Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), the list of Specially Designated and Blocked Persons promulgated by the Department of Treasury Office of Foreign Assets Control or any other similar laws, orders, regulations or other directive. .

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8. Title.

8.1. Title Commitment. Promptly following the Effective Date, Seller shall request to be issued and delivered to Purchaser a title commitment for a CLTA standard coverage owner’s policy of title insurance for the Property (the “Title Commitment”) issued by Commonwealth Land Title Company (the “Title Company”), whose address is set forth in Section 13.4 below. Within ten (10) days following Purchaser’s receipt of the Title Commitment but in no event later than thirty (30) days prior to Closing Date (the “Title Objection Date”), Purchaser shall furnish Seller with notice of any objection Purchaser has to the Title Commitment which are not Permitted Exceptions; provided, however, Seller shall have no obligation to cure any such objections except for Required Cure Items. Any matters reflected on the Title Commitment (as it may be revised from time to time) as of the Title Objection Date to which Purchaser does not object, shall be deemed Permitted Exceptions.

Following the Title Objection Date, Purchaser shall notify Seller within five (5) Business Days of becoming aware of any other defects, encumbrances, encroachments or other objections to title that are not Permitted Exceptions and were not previously disclosed on the Title Commitment, of any objection thereto. Any defects, encumbrances, encroachments or other objections to title that are reflected on the Title Commitment or that would be disclosed by an accurate land title survey of the Property and that are not timely objected to in accordance with this Section 8.1 shall be deemed Permitted Exceptions. Seller shall notify Purchaser in writing within five (5) Business Days after receipt of a timely delivered notice from Purchaser (“Seller’s Notice Period”) as to whether or not Seller elects to remove or cure such matters to which Purchaser has timely objected and which do not constitute Permitted Exceptions. If Seller notifies Purchaser that Seller has determined not to remove any such matters or fails to state that Seller has determined to remove any such matters, Purchaser shall have the right to elect, within three (3) Business Days after receipt of such notice from Seller or lapse of Seller’s Notice Period, as applicable, but in no event later than thirty (30) days prior to Closing Date , either (i) to accept such title as Seller is able to convey, without any reduction of the Purchase Price or any credit or allowance on account thereof or any other claim against Seller, in which case all objections shall be deemed Permitted Exceptions, or (ii) to terminate this Contract, whereupon Purchaser and Seller shall have no further rights or obligations under this Contract except with respect to the provisions hereof which by their terms expressly survive the termination of this Contract.

If Purchaser does not notify Seller of its election within such three (3) Business Day period (or, if earlier, on or before thirty (30) days prior to Closing Date) then Purchaser shall be deemed to have elected (i) above.

8.2. Status of Title. Purchaser shall accept title to the Premises and consummate the transaction contemplated by this Contract subject to (a) all defects, exceptions, restrictions, easements, rights of way and encumbrances that are of record, or which would otherwise be disclosed in an accurate land title survey of the Property other than, in each case, Required Cure Items; (b) encumbrances for water charges, sewer rates, assessments and other governmental charges; (c) statutory liens for taxes; (d) mechanics’, carriers’, workers’, or repairers’ liens, and similar encumbrances other than Required Cure Items; (e) zoning ordinances, building codes, entitlements and other land use regulations promulgated by any governmental or quasi-governmental authority, including Environmental Requirements, or any nonconformity or violation of the Property therewith or thereof; (f) all defects, irregularities, exceptions, restrictions, easements, rights of way and encumbrances of title created by or EXHIBIT 1
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through Purchaser or Previous Lessee or any of their respective affiliates, subsidiaries, agencies, departments or instrumentalities, or any employee, agent, representative, officer director, contractor, member, or manager of any of the foregoing; (g) all matters disclosed by any existing title insurance policies or title reports, copies of which have been made available to Purchaser; and (h) all matters shown as printed exceptions in the standard form of owners policy of title insurance to be obtained by Purchaser upon the Closing (the title exceptions whether liens, encumbrances, defects, encroachments or other objections described in clauses (a) through (h), inclusive, of this sentence, collectively, “Permitted Exceptions”). Notwithstanding anything in this Contract to the contrary, Seller shall be obligated to discharge, on or prior to Closing, any of the following to the extent created by or through Seller: (i) any mortgages and deeds of trust encumbering the Property or any monetary encumbrance of title which was created or placed of record by or through the acts or omissions of Seller (but expressly excluding, without limitation, any encumbrance of title which was created or placed of record by or through the acts or omissions of Purchaser or Previous Lessee), and (ii) any mechanics, materialman’s and similar liens arising from any of the Work as defined in the Existing Lease (“Required Cure Items”).

9. Closing.

9.1. Closing Date. The closing of the transaction contemplated hereby (the “Closing”) shall occur by no later than the 90th day after the Effective Date, or on such earlier date as mutually agreed upon by the parties hereto (the “Closing Date”).

9.2. Closing Expenses.
a) Seller’s Expenses. Seller shall pay (i) one-half (1/2) of any escrow or closing charge of the Title Company; (ii) one-half (1/2) of the cost of the standard CLTA coverage portion of the title premium for the Title Policy in the amount of the Purchase Price; (iii) one-half (1/2) of the cost of recording the Deed (as herein defined); (iv) one-half (1/2) of any city or county documentary or transfer taxes payable on account of the conveyance of the Property; and (v) all costs in connection with curing any Required Cure Items, although Seller shall not be responsible or pay for any mechanics, materialman’s and similar liens arising from anything other than the Work as defined in the Existing Lease.
b) Purchaser’s Expenses. Purchaser shall pay (i) one-half (1/2) of any escrow or closing charge of the Title Company; (ii) one-half (1/2) of the cost of the standard CLTA coverage portion of the title premium for the Title Policy in the amount of the Purchase Price; (iii) the cost of the premium for extended coverage portion of the Title Policy along with the costs of any endorsements; (iv) one-half (1/2) of the cost of recording the Deed; - (v) one-half (1/2) of any city or county documentary or transfer taxes payable on account of the conveyance of the Property; and (vi) all costs in connection with curing any mechanics, materialman’s and similar liens arising from anything other than the Work as defined in the Existing Lease.
c) The provisions of this Section 9.2 shall survive the Closing or earlier termination of this Contract.

9.3. Closing Deliveries.

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a) On or before the Business Day preceding the Closing Date, Seller shall deliver to Escrowee (unless otherwise provided below):
i) the Grant Deed (the “Deed”) executed by Seller being a California statutory grant deed in the form of Exhibit 3 attached;
ii) the Assignment and Assumption of the Existing Lease executed by Seller in the form annexed hereto as Exhibit 1;
iii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2) and California Form 593;
iv) the General Assignment and Bill of Sale, executed by Seller in the form of Exhibit 2 annexed hereto;
v) keys, combinations and codes to all locks and security devices to the Premises in Seller’s possession (which may be left at the Premises or available for pickup at Seller’s offices), to the extent in the possession of Seller; vi) any other documents, affidavits and other deliveries required by applicable law or local custom in order to close the transactions contemplated herein which do not create any further liability or obligations on the part of Seller. b) On or before the Business Day preceding the Closing Date (unless otherwise provided below), Purchaser shall deliver to Title Company, as the case may be:
i) the balance of the Purchase Price as provided in Section 3 hereof, delivered to Title Company by wire transfer of immediately available funds no later than 11:00 a.m. Pacific Time on the Closing Date;
ii) the Assignment and Assumption of the Existing Lease executed by Purchaser in the form annexed hereto as Exhibit 1;
iii) if required, evidence of Purchaser’s authority to consummate the transaction, reasonably satisfactory to Escrowee; and
iv) Any and all documents, affidavits and other deliveries required by applicable law or local custom in order to effectuate this transaction.

9.4. Adjustments and Costs. The following items shall be credited, debited and otherwise adjusted as of the date of Closing, and the resulting calculation shall be an adjustment to the Purchase Price payable at Closing pursuant to this Contract (where appropriate, such adjustments shall be made on the basis of an actual year of 365/366 days, Seller to have the last day (i.e. with Seller to have revenues and to be responsible for expenses through and including the day prior to the date of Closing, and Purchaser to have the revenues and to be responsible for expenses on and after the date of Closing), unless otherwise provided):
a) Rents and other amounts payable by the tenant under the Existing Lease. Purchaser EXHIBIT 1
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shall pay to Seller any rents, fees or other amounts actually due and which are attributable to any period prior to the Closing Date.
b) Seller and Purchaser acknowledge that Purchaser is responsible for the payment of real and personal property taxes, water, electricity, and other utility services, pursuant to the terms of the Existing Lease. Accordingly, at Closing, there shall be no adjustment or apportionment with respect to any such obligations. c) In the event, on the date of Closing, the precise figures necessary for any of the foregoing adjustments are not capable of determination, the adjustments shall be made on the basis of the good faith estimates of Purchaser and Seller (using currently available information), which shall be final and binding on the parties. d) The provisions of this Section 9.4 shall survive the Closing.

9.5. Conditions to Closing.
a) Notwithstanding anything to the contrary contained in this Contract, the obligation of Purchaser to close and pay the Purchase Price in accordance with the terms of this Contract is expressly conditioned upon the fulfillment by and as of the time of the Closing of each of the conditions listed below, provided that Purchaser, at its election, evidenced by written notice delivered to Seller at or prior to the Closing, may waive all or any of such conditions:
i) The Title Company shall have issued, or shall have irrevocably committed to issue, a standard coverage CLTA Owner’s Policy of Title Insurance insuring the title and interest of Purchaser in and to the Premises in the amount of the Purchase Price (the “Title Policy”), without endorsement, upon receipt of payment of the premium therefor, subject only to the Permitted Exceptions; ii) The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing; and iii) Seller shall not be in default in any material respect of any of its material obligations under this Contract; provided, however, that if the Closing does not occur solely by reason of Seller’s default under this Contract, Seller shall have the right, within five (5) Business Days following written notice of such default from Purchaser, to cure the applicable default, and the scheduled Closing Date shall be automatically extended to allow for the passage of such five (5) Business Day period.
b) Notwithstanding anything to the contrary contained in this Contract, the obligation of Seller to close in accordance with this Contract is expressly conditioned upon Purchaser’s representations and warranties contained in Section 6 of this Contract being true and correct in all material respects and Purchaser shall have complied in all material respects with all of its material obligations under the Contract.

10. Default.

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10.1. Purchaser’s Default. If Purchaser should default on any of its obligations under this Contract and Purchaser fails to cure such default within five (5) Business Days following receipt of written notice from Seller (with the Closing Date being extended for a like period if required to effectuate such cure), the same shall constitute a material default hereunder and under the Settlement Agreement. The parties hereto agree that while the Deposit may be applied against the Purchase Price at Closing, such Deposit constitutes a partial payment of Purchaser’s total obligations under the Settlement Agreement and shall be retained by Seller under all circumstances except as set forth in Section 3.4. As such, the Seller and Purchaser acknowledge and agree that Deposit will not be deemed either a a penalty or liquidated damages with respect to Purchaser’s breach or default hereunder.

10.2. Seller’s Default. If the transactions contemplated by this Contract shall not be closed solely by reason of Seller’s default of any of its material obligations under this Contract and Seller fails to cure such default within five (5) Business Days following receipt of written notice from Purchaser (with the Closing Date being extended for a like period if required to effectuate such cure), the same shall constitute a material default hereunder and under the Settlement Agreement.

11. Purchaser’s Obligations. Notwithstanding anything to the contrary set forth in in this Contract, Purchaser’s right to terminate the Contract shall be limited to the failure of a condition precedent for the benefit of Purchaser in accordance with Section 9.5(a), or as a result of a default by Seller pursuant to Section 10.2. Except for the foregoing, Purchaser shall have no contingencies to its obligations at Closing, including, with out limitation, any financing contingency or any contingency based on the grant, allocation, distribution, assignment or appropriation of public or private funds.

12. Time of the Essence. Time shall be of the essence with respect to each and every provision of this Contract.

13. Casualty or Condemnation. If, prior to the Closing, all or any material portion of the Property is damaged as the result of fire or other casualty or there is a loss or threatened loss of all or any portion of the Property by condemnation (a “Casualty”), Seller shall promptly notify Purchaser in writing of such event. Upon the occurrence of a Casualty, Purchaser, in its sole discretion, shall have the option to (i) accept title to the Property without any abatement of the Purchase Price, in which event at the Closing all of the insurance proceeds or condemnation awards shall be assigned by Seller to Purchaser and any monies theretofore received by Seller in connection with such Casualty shall be paid over to Purchaser; or (ii) terminate this Agreement and thereafter neither party shall have any further liability to the other. Purchaser’s election to terminate this Agreement in connection with a Casualty pursuant to this Section 13 shall constitute Purchaser’s absolute and irrevocable waiver of any right or option of any kind or nature to purchase the Property under the Existing Lease or otherwise, and all such rights and options shall forever terminate and be of no further force or effect upon Purchaser’s termination of this Agreement pursuant to this Section 13.

14. Miscellaneous.

14.1. Broker. Seller and Purchaser represent to each other that neither party has dealt with any broker or real estate consultant in connection with the transaction contemplated by this Contract. Seller and Purchaser shall indemnify, defend and hold the other free and harmless from and against any liabilities, damages, costs or expenses (including, but EXHIBIT 1
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not limited to, reasonable attorneys’ fees and disbursements) suffered by the indemnified party arising from a misrepresentation or a breach of any covenant made by the indemnifying party pursuant to this Section. The provisions of this Section shall survive the Closing or termination of this Contract.

14.2. Assignment of this Contract. This Contract may not be assigned by Seller without the consent of Purchaser, which consent may be withheld in Purchaser’s sole and absolute discretion, except to effectuate a tax-deferred like-kind exchange (in which case Purchaser’s consent shall not be required). Except as provided in this Section or Section 14.20 hereinbelow, Purchaser may not assign this Contract and/or its rights hereunder without the written consent of Seller, which consent may be withheld in Seller’s sole and absolute discretion. No assignment of this Contract by Purchaser, whether or not approved by Seller shall relieve the entity named as Purchaser herein from its obligations hereunder.

14.3. Attorneys’ Fees. If either party institutes a legal proceeding against the other party in connection with this Contract, the losing party in such proceeding shall reimburse the prevailing party all reasonable attorneys’ fees paid by the prevailing party in connection with such proceeding. The provisions of this Section shall survive the Closing or termination of this Contract.

14.4. Notices. All notices hereunder to Seller, Purchaser, Escrowee or the Title Company shall be in writing and sent by certified or registered mail, return receipt requested, or may be sent by Federal Express or other overnight courier which obtains a signature upon delivery, or may be sent via email, or may be delivered by hand delivery addressed to such party at the address of such party set forth below or at such other address as such party shall designate from time to time by notice:

SELLER:

Dyer 18 LLC
240 Newport Center Drive Suite #200
Newport Beach, CA. 92660
Attn: Chris Lee
Email: [email protected]
with a copy to:

Wolf, Rifkin, Shapiro, Shulman & Rabkin, LLP
11400 W. Olympic Blvd., 9th Floor
Los Angeles, California 90064
Attn: Chris Muno
Email: [email protected]
Attn: Elsa Horowitz
Email: [email protected]
PURCHASER:

City of Santa Ana
20 Civic Center Plaza
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Santa Ana, CA 92702
Attn: City Clerk
With a copy at the same address to:

John M. Funk, Chief Assistant City Attorney
Email: [email protected]

ESCROWEE/ TITLE COMPANY
Commonwealth Land Title Company
4100 Newport Place Drive, Suite 120
Newport Beach, CA 92660
Attn: Kelly Ralph
Email: [email protected] / [email protected]
Notices shall be deemed given, in the case of mailing, three (3) Business Days after deposited in the United States mail, or, in the case of overnight courier, one (1) Business Day after deposited with the overnight courier (for next Business Day delivery) or, in the case of hand delivery, the date actually delivered to or rejected by the intended recipient, or, in the case of email, upon the transmission of such email. Notices on behalf of the respective parties may be given by their attorneys and such notices shall have the same effect as if in fact subscribed by the party on whose behalf it is given.

Notwithstanding the foregoing provisions of this Section, (a) notices served by hand delivery shall be deemed served on the date of delivery if delivered at or prior to 5:00 P.M. Pacific Time on a Business Day and on the next Business Day if delivered after 5:00 P.M. Pacific Time on a Business Day or at any time on a non-Business Day and (b) notices served by email shall be deemed served on the date of transmission if sent at or prior to 5:00 P.M. Pacific Time on a Business Day and on the next Business Day if sent after 5:00 P.M. Pacific Time on a Business Day or at any time on a non-Business Day.

14.5. Further Assurances. The parties each agree to do such other and further acts and things, and to execute and deliver such instruments and documents (not creating any obligations or liabilities additional to those otherwise imposed by this Contract), as either may reasonably request from time to time, whether at or after the Closing, in furtherance of the purposes of this Contract. The provisions of this Section shall survive the Closing for six (6) months.

14.6. Survival and Merger. The acceptance of the Deed by Purchaser shall be deemed to be a full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Contract, except those which are herein specifically stated to survive the Closing, and Seller shall have no further liability with respect to any such agreement or obligation of Seller.

14.7. Recording. Purchaser shall not record this Contract or any memorandum thereof and any such recording shall be null and void and shall constitute a default hereunder.

14.8. Successors and Assigns. This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, EXHIBIT 1
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successors and permitted assigns.

14.9. Entire Agreement. This Contract and the Schedules and Exhibits annexed hereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and all understandings and agreements heretofore or simultaneously had between the parties hereto are merged in and are contained in this Contract and said Schedules and Exhibits.

14.10. Waiver and Modifications. The provisions of this Contract may not be waived, changed, modified or discharged orally, but only by an agreement in writing signed by the party against which any waiver, change, modification or discharge is sought.

14.11. Captions and Titles. The captions or section titles contained in this Contract and the Index, if any, are for convenience and reference only and shall not be deemed a part of the text of this Contract.

14.12. Construction. The terms “hereof,” “herein,” and “hereunder,” and words of similar import, shall be construed to refer to this Contract as a whole, and not to any particular article or provision, unless expressly so stated. All words or terms used in this Contract, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require.

14.13. Non-Business Days. The term “Business Day” shall mean a day that is not a Saturday, Sunday or national holiday. If a party is required to perform an act or give a notice on a date that is not a Business Day, the date such performance or notice is due shall be deemed to be the next Business Day.

14.14. Governing Law and Jurisdiction; Waiver of Jury Trial. This Contract is to be governed and construed in accordance with the laws of the State of California, without regard to its conflicts of law rules. Purchaser and Seller hereby irrevocably submit to the exclusive jurisdiction of the State and United States District courts located within the County in which the Property is located in respect of any suit or other proceeding brought in connection with or arising out of this Contract, and waive all objections to jurisdiction and venue of such courts. PURCHASER AND SELLER HEREBY

WAIVE ANY RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDINGS

OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES AGAINST THE

OTHER IN CONNECTION WITH ANY MATTER WHATSOEVER ARISING OUT

OF OR IN ANY WAY CONNECTED WITH THIS CONTRACT, INCLUDING,

WITHOUT LIMITATION, THE RELATIONSHIP OF PURCHASER AND SELLER

OR ANY CLAIM OF INJURY OR DAMAGE RELATING TO THE FOREGOING OR THE ENFORCEMENT OF ANY REMEDY HEREUNDER. The provisions of this subsection shall survive the Closing or earlier termination of this Contract.

14.15. Counterparts; Electronic Signature. This Contract may be executed in two or more counterparts and each of such counterparts, for all purposes, shall be deemed to be an original but all of such counterparts together shall constitute but one and the same instrument, binding upon all parties hereto, notwithstanding that all of such parties may not have executed the same counterpart. The execution of this Contract may be effected by hand written signatures delivered via facsimile, electronic mail or other electronic means (including pdf), and any signatures so delivered shall be deemed to have been EXHIBIT 1
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duly and validly delivered and be valid and effective for all purposes. With respect to any signatures delivered via facsimile or other electronic means, each party shall deliver their original ink signatures to the other party promptly following request therefor, provided that failure to deliver such original ink signatures shall not affect the validity of the electronic signatures that were delivered.

14.16. No Third Party Benefits. This Contract is made for the sole benefit of Seller and Purchaser and their respective successors and assigns and no other person shall have any right, remedy or legal interest of any kind by reason of this Contract.

14.17. Submission not an Offer. The submission of this Contract to any party by Seller shall not be construed as an offer, nor shall Purchaser have any rights with respect thereto, unless and until Seller shall execute a copy of this Contract and deliver the same to Purchaser.

14.18. Severability. If any provision of this Contract is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination will not affect the remaining provisions of this Contract, all of which will remain in full force and effect.

14.19. Insurance. Purchaser acknowledges that Seller’s insurance policies will not be transferred to Purchaser.

14.20. Proposed Tax Free Exchange. Either Purchaser or Seller may desire to close this transaction as a part of a transaction that would qualify under Section 1031 of the Internal Revenue Code for non-recognition treatment (the “Exchange”). Such Exchange may take the form of a “forward exchange” or a “reverse exchange,” as such “reverse exchange” is permitted pursuant to Internal Revenue Service Revenue Procedure 2000-37. At the other party’s request, Purchaser or Seller shall execute such documents and take such other action as may reasonably be requested for the purpose of the Exchange. Such cooperation shall not entail any liability to such party beyond its existing obligations under this Contract and neither party will be required to take title to or contract for the purchase of any other property, nor shall the Closing be delayed as the result of any such exchange.

14.21. INDEPENDENT COUNSEL. EACH PARTY TO THIS CONTRACT ADMITS,

ACKNOWLEDGES AND REPRESENTS THAT IT HAS HAD THE

OPPORTUNITY TO CONSULT WITH AND BE REPRESENTED BY
INDEPENDENT COUNSEL OF SUCH PARTY’S CHOICE IN CONNECTION WITH THE NEGOTIATION AND EXECUTION OF THIS CONTRACT. EACH

PARTY FURTHER ADMITS, ACKNOWLEDGES AND REPRESENTS THAT IT

HAS NOT RELIED ON ANY REPRESENTATION OR STATEMENT MADE BY

ANY OF THE ATTORNEYS OR REPRESENTATIVES OF THE OTHER PARTY

WITH REGARD TO THE SUBJECT MATTER, BASIS, OR EFFECT OF THIS CONTRACT.

14.22. Confidentiality. Purchaser and Seller at all times shall keep the terms and conditions of this Contract, and all documents and information received or obtained in connection with the transaction contemplated hereby, confidential, except to the extent necessary to (a) comply with applicable laws and regulations, (b) discuss the same with such party’s consultants, advisors, lenders and investors, and (c) carry out the obligations set EXHIBIT 1
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forth herein. Any disclosure to consultants, advisors, lenders or investors pursuant to clause (b) of the preceding sentence shall indicate that the information is confidential and shall require it to be so treated by the recipient. Notwithstanding the foregoing, the restrictions set forth in this Section shall not apply to any information that is or becomes generally known or available to the public other than as a result of a disclosure by a party in violation of this Section. The provisions of this Section shall survive the Closing or earlier termination of this Contract.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Contract as of the date set forth below such party’s signature.

SELLER:

DYER 18 LLC,
a Delaware limited liability company
By: _____________________
Name:

Title:

Date: _____________________
PURCHASER:

THE CITY OF SANTA ANA
a California municipal corporation
By: _____________________
Name:

Title:

Date: _____________________
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5489135.1

ACCEPTANCE BY ESCROW HOLDER
The undersigned hereby acknowledges that it has received executed counterparts or a fully executed copy of the foregoing Contract of Sale and agrees to act as Escrowee thereunder and to be bound by and perform the terms thereof as such terms apply to Escrowee.

Dated: ___________________, 2023

COMMONWEALTH LAND TITLE COMPANY
By:

Name:

Title:

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5489135.1

SCHEDULE A

DESCRIPTION OF LAND
The Land referred to herein is situated in the State of California, County of Orange, City of Santa Ana, and described as follows:

LOT 12 OF TRACT NO. 5771, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 210, PAGES 39, 40 AND 41, OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.

APN: 430-021-02
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EXHIBIT 1

FORM OF ASSIGNMENT AND ASSUMPTION OF LEASE
KNOW ALL MEN that __________ a __________, having an address at _____________ (the “Assignor”) in consideration of Ten and 00/100 ($10.00) Dollars and other good and valuable consideration, received from __________, a ________, having an address at _________ (“Assignee”), does hereby assign, transfer and deliver unto Assignee, all of its right, title and interest in and to that Standard Industrial/Commercial Single-Tenant Lease – Net, dated as of March 1, 2021, by and between Dyer 18 LLC, as lessor, and the City of Santa Ana, as lessee (the “Lease”) at the premises known as 1815 East Carnegie Avenue, Santa Ana, California 92705 (the “Premises”) together with all rents payable under the Lease, and all benefits and advantages to be derived therefrom, to hold and receive them unto Assignee, and together with all rights against guarantors, if any, of the obligations of the tenant under the Lease.

TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns, forever, from and after the date hereof, subject to the terms, covenants, conditions and provisions of the Lease and subject as aforesaid.

AND Assignee does hereby acknowledge receipt of the Lease, and does hereby (a) accept the within assignment and (b) assume the performance of all the terms, covenants and conditions of the Lease on the part of the lessor which are to be performed under the Lease and which arise from and after the date hereof.

This Assignment and Assumption of Lease (this “Assignment”) is made without warranty or representation by Assignor and without recourse to Assignor in any manner whatsoever, express or implied, all as more fully set forth in the Purchase and Sale Agreement dated June __, 2023 (the “Purchase Contract”). Nothing in this Assignment shall be construed to modify or limit any provisions in the Purchase Contract and in the event of any inconsistency between this Assignment and the Purchase Contract, the latter shall govern and control.

This Assignment shall inure to the benefit of Assignee and Assignor and their respective successors and assigns, and shall be governed by the laws of the State of California, without regard to its conflicts of law rules. This Assignment may not be modified, altered or amended, or its terms waived, except by an instrument in writing signed by the parties hereto.

None of the provisions of this instrument are intended to be, nor shall they be construed to be, for the benefit of any third party.
[SIGNATURES ON FOLLOWING PAGE]
EXHIBIT 1
City Council 21 – 27 6/20/2023
5489135.1
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment this [_____] day of [___________], which Assignment is effective as of the date that Assignee acquires fee simple interest in and to the Premises.

ASSIGNOR:

By: ________________
Name:______________
Title:______________

ASSIGNEE:

By: ________________
Name:______________
Title:______________

EXHIBIT 1
City Council 21 – 28 6/20/2023
5489135.1
EXHIBIT 2

FORM OF GENERAL ASSIGNMENT AND BILL OF SALE
_____________________(“Seller”) in in connection with its conveyance this day of Real Property located at _____________________________, , and for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration to it paid by _______________, having an address at _________(“Purchaser”), the receipt and sufficiency of which are hereby acknowledged, does hereby grant, bargain, sell, transfer, assign and deliver unto Purchaser all of Seller’s right, title and interest in and to the Personal Property, including, but not limited to, the Construction Documents, indemnities and warranties relating to the Work.

1. This General Assignment and Bill of Sale is made without warranties, express or implied. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Contract of Sale, dated as of __________ ___, 202_, by and between Seller and Purchaser.

2. TO HAVE AND TO HOLD the Personal Property and Warranties unto Purchaser , its successors and assigns, to its own use and benefit forever.

3. IN WITNESS WHEREOF, the said Seller has hereunto set its hand and seal as of the ___ day of _________, 202_.

SELLER:

EXHIBIT 1
City Council 21 – 29 6/20/2023
5489135.1
EXHIBIT 3
RECORDING REQUESTED BY:

WHEN RECORDED MAIL TO:
[ASSIGNEE]
Space above this line for Recorder’s Use
MAIL TAX STATEMENTS TO: DOCUMENTARY TRANSFER TAX $
….Computed on the consideration or value of property conveyed; OR
….Computed on the consideration or value less liens or
encumbrances remaining at time of sale.

Signature of Declarant or Agent determining tax – Firm Name Order No.

Escrow No.

GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, __________ a __________, hereby grants to __________ a __________ (“Grantee”), the real property in the City of Santa Ana, County of Orange, State of California, described on Exhibit “A” attached hereto and incorporated herein by reference (the “Property”).

The Property conveyed hereby is subject to (a) all defects, exceptions, restrictions, easements, rights of way and encumbrances that are of record; (b) encumbrances for water charges, sewer rates, assessments and other governmental charges; (c) statutory liens for taxes; (d) zoning ordinances, building codes, entitlements and other land use regulations promulgated by any governmental or quasigovernmental authority, or any nonconformity or violation of the Property therewith or thereof; (e) all defects, irregularities, exceptions, restrictions, easements, rights of way and encumbrances of title created by or through Grantee or The Illumination Foundation, a California non-profit public benefit corporation, or any of their respective affiliates, subsidiaries, agencies, departments or instrumentalities, or any employee, agent, representative, officer director, contractor, member, or manager of any of the foregoing; and (f) all matters that would be disclosed or apparent by a survey and/or inspection of the Property.

Dated: ___________________
By:

Name:

Title:

EXHIBIT 1
City Council 21 – 30 6/20/2023
5489135.1
EXHIBIT 1
City Council 21 – 31 6/20/2023
5489135.1
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of ______________________ )
On _________________________, before me, , (insert name and title of the officer) Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
EXHIBIT 1
City Council 21 – 32 6/20/2023
Police Department
www.santa-ana.org/police
Item # 22
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 20, 2023
TOPIC: Third Amendment to the Agreement with Aramark Correctional Services, LLC

AGENDA TITLE
Approve Third Amendment to Agreement with Aramark Correctional Services, LLC for an Additional Amount of $1,624,971 to Provide Inmate Meals and Commissary Management (General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute the third amendment to the agreement with Aramark Correctional Services, LLC, to provide inmate meals and commissary management for the period of July 1, 2023 through June 30, 2024 in the additional amount of $1,624,971, for a total aggregate amount not to exceed $6,103,688, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
On October 20, 2020, after a competitive Request for Proposals process, the City Council approved a three-year agreement with Aramark Correctional Services, LLC (“Aramark”) to provide inmate food service and commissary management at the Santa Ana Jail. Aramark has been the City’s provider of inmate food services since 1997 and continues to perform in a professional and competent manner while remaining the most fiscally responsible choice for these services. All meals are prepared based on the State of California Title 15 nutritional requirements and all Orange County Health Department health and safety requirements. California's Board of State and Community Corrections (BSCC) also requires agencies to provide food services for all incarcerated individuals held within their custody.

The original term of the agreement covered the three-year period of October 20, 2020, through June 30, 2023, with two one-year extension options. The Department is electing to exercise the first one-year option to extend the agreement from July 1, 2023, through June 30, 2024. This agreement provides a negotiated 11.63 percent increase to the permeal price reflective of continuing inflation in wholesale food product costs. This increase has been negotiated to incorporate any 2023 Consumer Price Index adjustment that would have otherwise been requested. Therefore, staff recommends approving a per-meal price increase from $2.92 to $3.26 for average daily populations above 400.

City Council 22 – 1 6/20/2023
Third Amendment to the Agreement with Aramark Correctional Services, LLC June 20, 2023

The total four-year agreement not-to-exceed amount will increase from $4,478,717.31 to $6,103,688.31. The agreement may be terminated without cause by either party upon 120 days’ written notice.

FISCAL IMPACT
Funding is included in the proposed FY 2023-24 budget for City Council consideration as follows:

Fiscal
Year
Accounting Unit
– Account No. Fund Description
Accounting Unit –
Account No.

Description
Amount
FY 23-24 01114475-62300 General Fund
Jail Operations,
Contract ServicesProfessional$1,576,971
FY 23-24 02314475-62300 Inmate Welfare
Fund
Inmate Welfare Fund,
Contract ServicesProfessional$ 48,000
$1,624,971
The amounts above are estimated projections and are subject to change.

EXHIBIT(S)

1. Third Amendment with Aramark
Submitted By: David Valentin, Police Chief
Approved By: Kristine Ridge, City Manager
City Council 22 – 2 6/20/2023
DocuSign Envelope ID: C543F6DF-279A-44A2-808A-E4CECF4A4B71

THIRD AMENDMENT TO AGREEMENT WITH ARAMARK FOR

INMATE COMMISSARY AND FOOD SERVICES
THIS THIRD AMENDMENT to the above-referenced agreement is entered ii'ito on this 20'h day of June 2023, by and between ARAMARK Correctional Services, LLC, a Delaware Limited Liability Coinpany ("ARAMARK"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City").

RECITALS
A. Tlie parties entered into an Agreement No. A-2020-204 dated October 20, 2020 ("Agreement"), by which ARAMARK agreed to provide inmate cominissary and food services at tlie Santa Ana Detention Facility. The Agreement runs tlirough June 30, 2023 and is current and in effect.

B. On December 7, 2021, the paities amended the Agreement to include additional funding to address an ii'icrease in tlie Consun'ier Price Index (CPI) and increase the overall contract not-toexceed amount.

C. On Decei'nber 20, 2022, the parties fuitlier amended the Agreement to include additional funding to address an increase in the Consumer Price Index (CPI) and increase the overall contract notto-exceed amount.

D. Tlie parties now seek to fuitlier ainend the Agreement to extend tlie term of tlie agreement for one year and include additional funding to address market conditions as negotiated upon by tlie Parties, and increase the overall coi'npensation to pay for food services during the extension.

The Parties therefore agree:

1. Section 2, Compensation - A. Food Service - subsection i, is amended to increase the overall compensation by $1,624,971 including $40,000 in contingency. Tlie total not to exceed amount of tlie Agreemeiit is$6,103,688.31.

2. Section 2, Compensation - A. Food Service - subsections iii and iv, tlie parties agree to tl'ie following per meal rates:

City of Santa Ana, California
Effective July 1, 2023 until June 30, 2024
Average Daily Population Price
1 99 $7.75
100 199 $6.45
200 299 $5.14
Page l of 2
Exhibit 1
City Council 22 – 3 6/20/2023
DocuSign Envelope ID: C543F6DF-279A-44A2-808A-E4CECF4A4B71 300 399 $3.44
400 Above $3.26

3. Section 3, Term, subsection a, Tlie term of tlie agreement is extended through June 30, 2024.

4. Except as inodified by this Tl'iird Ainendment, all otlier terins and conditions of the Agreement, as amei'ided, sliall remain in full force and effect.

IN WITNESS WHEREOF, the paities liereto liave executed this Tliird Amendment to tlie Agreement on tl'ie date and year first written above.

ATTEST CITY OF SANTA ANA

JENNIFER HALL
City Clerk

KRISTINE RIDGE
City Manager

APPROVED AS TO FORM
Senior Assistant City Attorney
By: V'iecVePYreasrisldneSnt('. Finance
Title:

RECOMMENDED FOR APPROVAL

DAVID VALENTIN
Cliief of Police

City Council 22 – 4 6/20/2023
Police Department
www.santa-ana.org/police
Item # 23
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 20, 2023
TOPIC: Parking Enforcement Services

AGENDA TITLE
Approve Agreement with LAZ Parking California, LLC for Parking Enforcement Services for the Police Department in an Amount not to Exceed $1,876,888 (General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute a two-year agreement with LAZ Parking California, LLC for parking enforcement services, for the period of July 1, 2023 through June 30, 2025, with the option of three 1-year renewals, in an amount not to exceed $1,876,888, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
The Santa Ana Police Department’s Traffic Division provides parking enforcement services using a combination of full-time and part-time City parking enforcement personnel and contract personnel. The current parking enforcement contract provides parking enforcement personnel that supplement the enforcement of street sweeping violations, meter detail, permit parking, and other selective parking enforcement needs.

LAZ Parking Ambassadors provide assistance in the enforcement of five street sweeping routes. In addition, Parking Ambassadors supplement the enforcement of various municipal code parking violations, including nighttime permit parking enforcement. The program's proposed annual billable hours are 2,080 hours for a Parking Ambassador supervisor and 14,248 hours for Parking Ambassadors.

On February 28, 2023, the Police Department issued a Request for Proposals (RFP #23-036) for parking enforcement services. On March 14, 2023, a pre-proposal conference was conducted, and on March 28, 2023, the City received proposals from two firms. Inter-Con Security and LAZ Parking California, LLC (“LAZ”) each submitted proposals for consideration. An evaluation committee consisting of representatives from the Santa Ana Police Department and the Public Works Agency reviewed and rated the two proposals. The proposals were evaluated according to the following criteria:
 Experience of firm personnel (50%)
 Cost of proposal (30%)
City Council 23 – 1 6/20/2023
Parking Enforcement Services
June 20, 2023

 Responsiveness to RFP (10%)
 References (10%)
The results of the RFP evaluation are as follows:

Proposer Location Score
LAZ Parking California LLC Costa Mesa, CA 463
Inter-Con Security Pasadena, CA 415
(500 points possible)
The Police Department proposes a two-year agreement with LAZ with the option to extend the agreement with three (3) one-year renewals. LAZ has been providing parking enforcement services since 1988 and has current contracts with the cities of Inglewood, West Hollywood, and Palo Alto. LAZ provides parking enforcement services 24 hours a day using an ample workforce and modern technology. LAZ is based in Costa Mesa and they specialize in government contracts.

LAZ proposed costs of $938,444 for Year 1 and $938,444 for Year 2. Therefore, the Police Department is seeking approval of the first two-year agreement only and will seek additional City Council approval for any subsequent renewal options.

FISCAL IMPACT
Funding is included in the proposed FY 2023-24 budget and future fiscal year funding will be included in the proposed budget for City Council consideration as follows:

Fiscal
Year
Accounting Unit
– Account No. Fund Description Accounting Unit, Account Description Amount FY 23-24 01114405-62300 General Fund Traffic, Contract
Services-Professional $ 938,444
FY 24-25 01114405-62300 General Fund Traffic, Contract
Services-Professional $ 938,444
Total $1,876,888

EXHIBIT(S)

1. Agreement with LAZ Parking
Submitted By: David Valentin, Police Chief
Approved By: Kristine Ridge, City Manager
City Council 23 – 2 6/20/2023

AGREEMENT WITH LAZ PARKING TO PROVIDE PARKING ENFOREMENT SERVICES THIS AGREEMENT is made and entered into on this 20TH day of June, 2023 by and between LAZ Parking California LLC, (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. On February 28, 2023, the City issued Request for Proposal (“RFP”) No. 23-036, to retain a Consultant to provide parking enforcement services for the City.

B. On March 28, 2023, Consultant submitted a response to the RFP which has been incorporated by reference to this Agreement, as though fully set forth herein. In its response, Consultant represents it is able and willing to provide the services described in the scope of work as described in RFP No. 23-036.

C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
Consultant shall perform the services, the tasks and obligations, including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference.

2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B. The total amount to be expended for Year One (1), shall not exceed $938,444.00 and $938,444.00 for Year Two (2). The total amount to be expended during the term of this Agreement, including any extension periods, shall not exceed $1,876,888.00.
b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. If the City does not receive invoices from the Consultant within sixty (60) days of the date(s) of the service, the City retains the sole discretion to deem those invoices null and void.

DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 3 6/20/2023

3. TERM
This Agreement shall commence on July 1, 2023 and continue for a two (2) year term until June 30, 2025, with the option for the City to grant up to three (3), one (1) year renewals upon a writing executed by the City Manager and City Attorney and approved by the Council, unless terminated earlier in accordance with Section 15, below.

4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

6. INSURANCE
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, his agents, representatives, employees or subcontractors.

DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 4 6/20/2023

MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).

Primary Coverage
For any claims related to this contract, the Consultant’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the Entity.

DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 5 6/20/2023
Waiver of Subrogation
Consultant hereby grants to Entity a waiver of any right to subrogation which any insurer of said Contractor may acquire against the Entity by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the Entity. The Entity may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Entity.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M.

Best’s rating of no less than A:VII, unless otherwise acceptable to the Entity.

Claims Made Policies (note – should be applicable only to professional liability, see below) If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Verification of Coverage
Consultant shall furnish the Entity with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them.

The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Special Risks or Circumstances
Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 6 6/20/2023

7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultantshall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement.

9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable.

Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours.

Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement.

DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 7 6/20/2023

10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City.

11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail.

This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 8 6/20/2023

14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City.

15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination.

In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 9 6/20/2023
obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

19. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement.
c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.

20. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

To City:

City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:

Chief of Police
Santa Ana Police Department
60 Civic Center Plaza
Santa Ana, California 92702
Fax:714-245-8190
To Consultant:

Muhammad Mansoor, Vice President
LAZ Parking California, LLC
949 South Coast Drive, Suite 515
Costa Mesa, CA 92626
Fax: 714-290-4854
DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 10 6/20/2023
A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA
JENNIFER L. HALL KRISTINE RIDGE
City Clerk City Manager
APPROVED AS TO FORM: CONSULTANT: LAZ PARKING

CALIFORNIA, LLC
SONIA R. CARVALHO
City Attorney
By:___________________________ _______________________________

TAMARA BOGOSIAN MUHAMMAD MANSOOR
Senior Assistant City Attorney Vice President
RECOMMENDED FOR APPROVAL:

DAVID VALENTIN
Chief of Police
DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 Member
Michael Kuziak
City Council 23 – 11 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Table of Contents 1 Parking Control Enforcement
Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 Exhibit A City Council 23 – 12 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Table of Contents 2

TABLE OF CONTENTS
Parking Control Enforcement Services
City of Santa Ana, CA | RFP No. 23-026
Table of Contents........................................................................................................................................................ 2 Cover Letter ................................................................................................................................................................ 3 Services Provided........................................................................................................................................................ 6 Agreement Statement ................................................................................................................................................. 8 Firm and Team Experience ....................................................................................................................................... 9 Proposed Work Plan................................................................................................................................................. 14 Attachments............................................................................................................................................................... 23 DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 13 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Cover Letter 3

COVER LETTER
March 28, 2023
City of Santa Ana, CA
ATTN: Sergeant Richard Shin, Acting Traffic Commander – Police Department 60 Civic Center Plaza
Santa Ana, CA 92701
RE: RFP NO. 23-036 – PARKING CONTROL ENFORCEMENT SERVICES Dear Sergeant Richard Shin,
We would like to take this opportunity to thank you for allowing LAZ Parking to submit a proposal for the continuation of our relationship with the City of Santa Ana. LAZ Parking has successfully partnered with the City and the Santa Ana Police Department to provide parking enforcement services for the past five years. We have put together a succinct and comprehensive proposal that meets and exceeds the qualifications set forth in the RFP.

Our desire is to continue to bring as much pride to the City in our management of the parking enforcement program as you have in your own management of the program. The experience and expertise we have gained over the years, along with the qualifications of our management team, our local and national presence, and our financial strength make us a valuable resource to the City. Our proven track record in Santa Ana City is one of the many examples of our commitment to the success of our customers.

The following proposal makes a compelling case for why LAZ is the ideal company to continue to serve the SantaAna Police Department for its parking enforcement needs. We know your streets, zones, municipal codes, and special events intimately. For the past 5 years, we have flexibly adapted to the City’s changing needs and have a vision for what we can do in the years ahead to continuously improve our service offering. Our proposed solution presents a risk-free commitment and ensures business continuity along with a best-value price based on our existing seasoned staff and operational infrastructure, no transition setbacks, and smooth ongoing operations.

At LAZ, our people set us apart. Our Santa Ana Key Personnel include an experienced Project Manager Richard Kowaltschuk, seasoned Enforcement Supervisor Maria Espinosa, and our dedicated regional GM, Nick Lapating along with the executive support team made up of subject matter experts and familiar names like Peter Cho and Muhammad Mansoor. Each of our Santa Ana-contract Key Personnel are committed to the ongoing success and longevity of the Santa Ana program. You have our full dedication and the commitment of our entire organization.

We want to continue supporting this project, and we will continue to deliver high-quality results and value to your department.

DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 14 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Cover Letter 4 Our proposal outlines a mutually beneficial solution that will take into account our past performance and our experience locally and with other customers. Our proposal details the following advantages to the City of Santa Ana and the Santa Ana Police Department:
• Experienced and dedicated management team with knowledge of Santa Ana streets and who understand the complexities of the Santa Ana enforcement operations.
• Improved pay scales, incentives, and staff development plans to mitigate turnover. • Focused enforcement training and extensive field training to ensure consistency. • Demonstrated quality controls to ensure accuracy of citation issuance and consistency in enforcement activities with a citizen centric and ambassador approach.
• Strategic plan to address call out and vacancies to back fill open shifts for occasional call outs with equally qualified personnel.
• Automated systems and applications for Performance Measurement and Special Request tracking to exceed the City’s RFP requirements.

Santa Ana deserves a partner that understands the uniqueness of the community and the different challenges associated with delivering consistent and fair parking enforcement that promotes parking equity amongst residents, businesses, and visitors. We are confident that with the implementation of our proposed services, you will continue to see measurable results in the short term. Our experienced management team will continue to be responsive and will successfully serve with a sense of urgency. In addition, we will maintain operational excellence through continuous training and collaboration with Santa Ana Police Department. We look forward to our continued partnership with the City of Santa Ana and the Santa Ana Police Department.

Sincerely,
,
Muhammad Mansoor, CAPP
Vice President, Municipal Operations
949 South Coast Drive, Suite 515
Costa Mesa, CA 92626
(714) 290-4854 | [email protected]
DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 15 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Cover Letter 5 DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 16 6/20/2023

SERVICES PROVIDED
A description of proposed services to be provided and how they meet the needs of the City as described in Section III – Scope of Services.

Over the last five years, LAZ Parking under the
supervision and leadership of the Santa Ana Police
department has built a solid framework for this
essential public service. As we have done consistently
over the term of our agreement, LAZ Parking will
continue to provide professional, well-trained Parking
Ambassadors to serve the needs of our community.

Our experience providing enforcement for street
sweeping detail, residential permit parking, the downtown ambassador program, and calls for service have ingrained us into the community we serve. Led by our dedicated manager Richard Kowaltschuk, our parking ambassadors receive outstanding leadership and training to equip them when dealing with the public and hostile situations.

In today’s environment, Santa Ana deserves stability, consistency, and forward-looking innovation from your parking enforcement provider. Your growth calls for a continued successful partnership with a reputable and financially stable parking company, one with demonstrated skills and technical ability that provides high levels of customer service.

DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 17 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Services Provided 7 Ability to Provide the Services Prescribed in the Scope of Services:

FUNCTION OR REQUIREMENT YES NO
• Implement parking control enforcement services for the entire City of Santa Ana

• Adhere to the street sweeping routes, permit parking
districts, parking meter zone locations provided by the City of Santa Ana Police Department

• Appropriately staff all routes and provide personnel for all services listed within the RFP document. Additional
services may include traffic control as necessary on either an emergency or pre-planned basis

• Provide an office space within City limits. The office space is to be utilized for the sole and exclusive use of parking enforcement services, and must be large enough
to accommodate all personnel and equipment needed to
adhere to the Agreement

• Santa Ana Police Department Staff shall have the right to modify, reduce, or remove the number of parking
enforcement schedules, routes, frequency, phases,
standards, and specific days of parking control
enforcement services.

• Santa Ana Police Department Staff shall have the right to remove contracted personnel with prior notice to the
awarded contractor

Staffing Schedule:

LAZ Parking understands that we are an extension of the Santa Ana Police Department and have worked closely to provide the staffing to best complement SAPD’s staff. Our staffing schedule meets the minimum requirement prescribed in the RFP. Our well-trained and knowledgeable staff will continue to provide the valuable community service the City of Santa Ana deserves.

PA Detail Monday Tuesday Wednesday Thursday Friday Saturday Sunday TOTAL HOURS Acevedo, I. Sweeping/GE 7:15AM-3:45PM 7:15AM-3:45PM 7:15AM-3:45PM 7:15AM-3:45PM 7:15AM-3:45PM 40 Guerra, C. Sweeping/GE 7:15AM-3:45PM 7:15AM-3:45PM 7:15AM-3:45PM 7:15AM-3:45PM 7:15AM-3:45PM 40 Ledesma, J. Sweeping/GE 7:15AM-3:45PM 7:15AM-3:45PM 7:15AM-3:45PM 7:15AM-3:45PM 7:15AM-3:45PM 40 Meinhardt, M. Sweeping/GE 7:15AM-3:45PM 7:15AM-3:45PM 7:15AM-3:45PM 7:15AM-3:45PM 7:15AM-3:45PM 40 Ramirez, R. Sweeping/GE 7:15AM-3:45PM 7:15AM-3:45PM 7:15AM-3:45PM 7:15AM-3:45PM 7:15AM-3:45PM 40 Sigala, E. Meter Detail 10:00AM-4:00PM 10:00AM-4:00PM 10:00AM-4:00PM 10:00AM-4:00PM 24 Wilson, D Meter/RPP/GE 6:00PM-02:30AM 6:00PM-02:30AM 6:00PM-02:30AM 6:00PM-02:30AM 6:00PM-02:30AM 40 Garcia, L. Meter/RPP/GE 6:00PM-02:30AM 6:00PM-02:30AM 6:00PM-02:30AM 6:00PM-02:30AM 6:00PM-02:30AM 40 PA 9 (Open) RPP/GE (Graveyard) 11:00PM-7:30AM 11:00PM-7:30AM 11:00PM-7:30AM 11:00PM-7:30AM 11:00PM-7:30AM 40 Espinoza, M. (Lead) RPP/GE 11:00PM-7:30AM 11:00PM-7:30AM 11:00PM-7:30AM 11:00PM-7:30AM 11:00PM-7:30AM 40 Kowaltschuk, R. 7:00AM-4:00PM 7:00AM-4:00PM 7:00AM-4:00PM 7:00AM-4:00PM 7:00AM-4:00PM DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 18 6/20/2023

AGREEMENT STATEMENT
Proposal shall include a statement outlining your concurrence or concerns with any and all provisions as contained in EXHIBIT II – Sample Agreement of this RFP (if any).

LAZ Parking acknowledges that it is willing and able to meet all the City’s proposed terms and conditions as outlined in EXHIBIT II – Sample Agreement. LAZ Parking does not wish to negotiate a modification of terms and conditions.

DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 19 6/20/2023

FIRM AND TEAM EXPERIENCE
About LAZ Parking
A general description of the firm, including size and number of employees working directly with the City on this agreement.

LAZ Parking is the largest and fastest-growing privatelyowned parking operator in the United States and a pioneer in digital parking technology. Founded in
Hartford, CT, in 1981, with four decades of experience
providing best-in-class parking management and
transportation services, LAZ operates over 1.3 million
parking spaces across the country across 3,500+
locations, 40 states and 450+ cities. LAZ Parking is an Accredited Parking Organization (APO) and nationally
recognized for its best practices in responsible parking management, operational excellence, customer experience, sustainability, safety, and security.

Our portfolio includes major on-street and off-street municipal parking, mass transit parking systems, entertainment/event parking, commercial, residential buildings, hotels and resorts, office buildings, mixed-use projects, hospitals and medical complexes, airports, university parking, shuttle services and valet-oriented parking.

For more information, visit www.lazparking.com. LAZ Parking has been a leading parking provider of parking enforcement and related services since 1981. With over 40 years of industry experience, we understand the complexity of parking enforcement services. We provide parking enforcement and parking management services for over 100+ municipal and government agencies and have led the success of high-performance citizen-centric DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 20 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Firm and Team Experience 10 programs across the Golden State, including technology implementation, innovative solutions, and a strong focus on customer experience.

Currently, LAZ has of team of nine (9) working with the City at this program. We are flexible and ready to ramp up when needed. The table below provides a snapshot of our current parking enforcement programs in California and throughout the United States.

ANNUAL CITATIONS ISSUED

OPERATIONS/MANAGEMENT

PARKING ENFORCEMENT

ELECTRONIC HANDHELDS

SMART TECHNOLOGY

LPR TECHNOLOGY

ENFORCE ALL MCS
& STATE
VCS

PERMIT ENFORCEMENT

ON STREET ENFORCEMENT

OFF-STREET ENFORCEMENT

SURFACE LOTS

STREET SWEEPING ENFORCE

CUSTOMER PHONE SUPPORT

TOWING AND BOOTING

TRAFFIC DISPATCH SERVICES

TRAFFIC CONTROL SERVICES
California Municipal Enforcement Clients
City of West Hollywood, CA 200,000                City of Inglewood, CA 90,000                City of Santa Ana, CA 65,000           
California State Parks 30,000        
City of Manhattan Beach 35,000          
City of San Marcos 10,000           
City of San Leandro 15,000            
City of Salinas, CA 20,000           
City of Palo Alto, CA 10,500       
City of San Mateo, CA 32,500               National Municipal Enforcement Clients
City of Chicago, IL 550,000          
Montgomery County, MD 150,000            
New York, NY (MTA, NYCHA) 50,000           
South Miami, FL 45,000          
Norwalk, CT 40,000           
City of Arvada, CO 10,500            
The Ohio State University 36,600              Eastern Michigan University 10,000              DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 21 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Firm and Team Experience 11 ii. Local Address
Firm’s nearest address serving the City of Santa Ana and headquarters address.  Our current parking office that serves exclusively for the City of Santa Ana parking enforcement contract is located at 215 S. Center Street, Ste.102A, Santa Ana, CA 62703.  LAZ Parking’s regional office is located at 949 South Coast Drive, Ste.515, Costa Mesa, CA 92626 iii. Proposed Project Manager
iii. Name and contact information of the supervising Project Manager/Principal Agent, to be assigned to the agreement. The Project Manager/Principal Agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited to an interview.

RICHARD KOWALTSCHUK, PROPOSED PROJECT MANAGER
A seasoned manager with decades of law enforcement experience under his belt. Richard will continue to serve the City of Santa Ana Police Department as the Project Manager for the enforcement program. He has over 37 years of demonstrated law enforcement experience with the South Pasadena Police Department with eight (8) years as a Lieutenant and 21 years as a Captain serving in both the Administrative and Operations Divisions. He joined LAZ Parking (LAZ Parking) in 2014 as the Project Manager for our Inglewood parking contract. He managed the transition activities for this complex parking program with over 75 employees with much success. He has developed new policy manuals for our Californiabased contracts to ensure contract compliance and he often works with LAZ Parking PMs to enhance SOPs for optimum program performance. He will be responsible for the daily operational activities as well as overall contract compliance. He understands the best management practices and procedures and has knowledge of applicable parking laws and regulations, including those related to the storage of vehicles pursuant to the California Vehicle Code. He is experienced in finding the best solutions and practices in enforcement operations and services. He has extensive experience in customer service dealing with community members and City officials to improve the quality of life within the community. He is skilled in establishing and standardizing management practices and can develop strategies for improving the effectiveness and efficiency of parking enforcement systems.

DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 22 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Firm and Team Experience 12

MARIA ESPINOZA, PROPOSED SUPERVISOR (LEAD)
Maria has over 16 years in parking enforcement. Maria has been an integral part of the enforcement operation in Santa Ana since 2014. Maria’s experience and dedication have been instrumental in the program’s success. Maria works closely with the PAs to help staff understand parking enforcement principles and coaches the team on how to effectively identify violations and write good citations.

NICK LAPATING – REGIONAL GENERAL MANAGER
Nick Lapating has worked for LAZ Parking for 16 years. He has held a variety of positions including Location Manager, Operations Manager, and Project Manager. His experience has been in different markets including Los Angeles and Mile High City of Denver, Colorado. Nick is currently the General Manager for Orange County. He has also been involved with the start-up and organization of a diverse set of parking operations including municipalities, hotels, restaurants, hospitals, and commercial facilities.

JARED SVENDSEN - REGIONAL VICE PRESIDENT, SOUTHWEST
Jared Svendsen is a California native. He began working for LAZ Parking's West Coast Division in 1997 as a front-line valet while attending San Diego State University. After graduation, he went on to work for a national real estate trust, where he gained experience in all facets of Property Management. During his 20-year career with LAZ he has worked at all levels of management and has been involved with the planning, implementation, and management of the region’s largest operations. He currently serves as the Vice President for the Southwest Region, which includes the San Diego, Orange County, and Arizona markets. Jared holds a BS degree in Social Science from SDSU where he graduated summa cum laude.

PETER CHO, CAPP – SENIOR OPERATIONS MANAGER, GOVERNMENT

SERVICES
Peter joined LAZ Parking as part of the acquisition of Serco in 2021 as the Senior Operations Manager. In this role, Peter provides operational support to all legacy Serco parking programs and ensures consistency and operational compliance throughout LAZ Parking’s Government Services programs. A proven leader with over twenty-five years in the Parking Industry. His experience includes working and transitioning complex municipal and commercial parking programs. As a subject matter expert in municipal on-and off-street parking operations, Peter is familiar with the latest technology and supports our new and existing operations.

DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 23 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Firm and Team Experience 13 MUHAMMAD MANSOOR, CAPP – VP, MUNICIPAL SERVICES
A familiar name in the parking industry, Muhammad serves as the subject matter expert for LAZ Parking’s Government Services Business Unit. Muhammad ensures high-quality service delivery across all our municipal operations and has direct responsibility over the decisions for all on street parking contracts throughout the U.S. During his 22-year parking career, Muhammad has led the implementation of cutting-edge technology and helped cities develop the state of design tools and redefine transportation practices to transform urban spaces into urban places and stands by as a subject matter expert ready and willing to assist in this contract. Muhammad is a Certified Administrator of Public Parking (CAPP) and received his certification in 2022.

ROBERT MARONEY, CAPP – VP, GOVERNMENT & UNIVERSITY SERVICES Rob joined LAZ Parking in 2015 as the Vice President of Government Services. Based in Richmond, VA, Rob handles overseeing and supporting our rapidly expanding Government Services market, which includes municipal agencies and public private partnerships. With over 20 years of experience, Rob brings extensive experience in government operations, management, and consulting. He started his career in municipal government, and during his 12+ year career with Norfolk, VA, he served as the Director of Parking. Rob was also the Director of Parking and Transportation for Virginia Commonwealth University, overseeing the university’s parking, transportation, and fleet management programs. He currently serves on the Board of Directors for the Parking Association of the Virginias and is an active member of several national and regional parking associations. Rob holds a Government and Fine Arts degree from the College of William & Mary and is a Certified Administrator of Public Parking (CAPP).

DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 24 6/20/2023

PROPOSED WORK PLAN
i. Approach to Enforcement
i. Anticipated approach to performing services as specified herein To meet the objectives set forth in this RFP by the City of Santa Ana and its Police department, it is LAZ Parking’s commitment to continue to provide a knowledgeable, well-trained, and motivated team focused on a balanced approach to fair and consistent parking enforcement. We have dedicated ourselves to providing professional and ethical parking enforcement services with the goal of improving the overall safety and quality of life for residents, visitors, and businesses in the City. LAZ Parking’s years of industry experience have given us firsthand knowledge of the most important aspects of providing parking enforcement services. We have taken the time to develop and refine best practices for every detail related to the delivery of our services. We make a crucial, noticeable difference by offering better processes with a proactive management style and through a comprehensive employee screening, onboarding, and training process. These capabilities come only through experience, knowledge, forethought, practice, and discipline. The highlighted areas of this section further illustrate our approach to organizing and implementing the parking enforcement services desired by the City and the ways in which we differentiate ourselves from our competitors and deliver higher quality.

Task 1 – Personnel- Recruiting, Training & Responsibilities

PERSONNEL REQUIREMENTS
Building a strong, skilled workforce that understands their roles and responsibilities is just part of what LAZ Parking does. We continue to foster the employees we have throughout our projects and carefully select new employees as positions become available. All new employees will meet all City and LAZ Parking employment requirements. LAZ Parking will comply with all existing Government codes and Santa Ana Police Department DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 25 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Proposed Work Plan 15 policies. LAZ Parking will also comply with all the City’s standards and requirements for employees and acknowledges that the City reserves the right to be involved in the recruitment and selection process of new contract enforcement personnel.

Recruiting & Hiring Process
LAZ Parking has a comprehensive preemployment screening and recruitment program in place to ensure only the most
qualified candidates are chosen for
employment. Pre-employment screening is an
effective risk management tool that promotes
a safe and profitable workplace by helping to
limit the uncertainty inherent in the hiring
process.

LAZ Parking will continue to strive to recruit and retain the most qualified personnel for this contract. We will adhere to the minimum requirements set forth by the RFP as stated below.  Ability to read, write legibly, speak, and comprehend the English language. (Bilingual fluency in Spanish or other language approved on the City’s bilingual list is preferred.)  Trained and bonded, a minimum of 21 years of age.
 Capable of performing assigned duties.
 Pass a background check including review of the employee’s criminal history that would pose a liability for the City including violent crimes. Convictions for traffic violations will be assessed based on severity, frequency, and time frame.  A High School Diploma or its equivalent.
 Be well groomed at all times and, at a minimum, be in compliance with the Police Departments policies related to grooming standards and tattoos while on duty.
 A minimum of eight (8) hours of training on the City’s parking citation forms and procedures including, but not limited to, use of necessary equipment, vehicle operations, traffic control procedure, etc.  A minimum of eight (8) hours of basic customer service training including, but not limited to, conflict resolution, handling difficult customers and cultural diversity.
 A minimum of four (4) hours training on relevant federal, state and local laws, regulations, rules, policies, guidelines and procedures. Additional training may be required as determined by City staff.  A current “Guard Card” license issued by the State of California pursuant to the California Business and Professions Code.

DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 26 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Proposed Work Plan 16

TRAINING
LAZ Parking is aware of the impact initial and ongoing training has on the performance of our enforcement officers. Annually our staff in Santa Ana is issuing over 65,000 citations with a dismissal rate of 0.8%. This metric quantifies the importance of initial and ongoing training as well as a QA/QC process to ensure citation accuracy. We believe well-trained officers will ensure a high rate of enforcement resulting in increased compliance and reducing negative backlash from citizens who may protest effective enforcement, thus reducing the demands on both LAZ Parking and Santa Ana PD staff. We will provide extensive in-house training with a formal induction program for new employees, continuing on-thejob training, and participation in training offered by Santa Ana Police Department.

New hires go through a combination of classroom and field training, including ride-along training with supervisors and the Santa Ana Police Department. New hire training typically lasts 1-2 weeks, following the curriculum shown in the table below.

WEEK 1:

CLASSROOM / FIELD

TRAINING
 LAZ Parking on-boarding and orientation
 Officer expectations and responsibilities
 Professional Demeanor/Customer Service/Conflict Resolution  Driving and Safety Guidelines
 Uniform and personal appearance guidelines
 Municipal Code and C.V.C. overview
 Attendance & shift start/end expectations
 Handheld/Printer equipment overview
 Injury/Vehicle accident reporting
 Radio etiquette
WEEK 2:

FIELD TRAINING
 Beat assignment maps
 Residential Permit Districts
 Calls for service
 Officer daily assignment sheet
 Appeals process and guidelines
 Citation issuance overview and equipment training
 Field training with LAZ Supervisor
 Field Training with Santa Ana Police Department PCO
DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 27 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Proposed Work Plan 17

UNIFORMS
LAZ Parking acknowledges that the Santa Ana Police Department must approve all uniforms. As ambassadors of the City, we recognize the importance of employee appearance. LAZ Parking will ensure that our staff is equipped with the proper uniforms and equipment needed to do their jobs well and safely. LAZ Parking will provide staff with enough uniform shirts and pants to make sure they maintain a professional appearance at all times. All staff will be issued jackets and hats for inclement weather. Additionally, LAZ Parking will provide staff with, name tags, and badges that clearly state the staff person’s name.

Task 2 – Parking Enforcement
Responsibilities
LAZ Parking understands that our staff will be responsible for patrolling the streets of the second-largest City in Orange County and home to more than 300,000 residents. Most of our team’s working hours, including the Supervisor, will be spent out in the field. Our deployment time, which includes device and vehicle checks, passdown communication and briefing will take no more than 30 minutes. An officer’s end of shift, returning to the base will take no more than 15 minutes which will allow the maximum time for our team to be in the field.

Issuance of Parking Citations. LAZ Parking staff is fully trained on the handheld ticket writers and software currently in use by the Santa Ana Police Department. Our PAs are also trained in paper (manual) citations and the procedures involved. Staff training on the issuance of parking citations also covers proper placement of citations and how to issue citations for drive-offs, covered VIN numbers, missing license plates, and other unusual occurrences. In the event the driver of the offending vehicle drives away prior to the parking enforcement officer placing the citation on the vehicle, the citation is mailed to the registered owner as required by the California Vehicle Code.

Daily Reporting by Enforcement Personnel. Parking Ambassadors will be required to submit daily reports to present, suggest, or recommend to his/her supervisor for review and/or action, irregularities dealing with:
• Missing, damaged, or conflicting parking signs,
or curb markings
• Obstructed parking signs, stop signs,
yield signs, or any safety hazard
DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 28 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Proposed Work Plan 18 • Parking abnormalities or abnormal parking
patterns
• Beat analysis and beat enforcement
• Incidents/Accidents
Handling Support Calls and Customer Service Complaints. Our project manager will make first contact with residents that have a concern or complaint. If a complaint is toward our supervisor, the investigation will be handled by his manager or General Manager of LAZ Parking. A detailed report will be submitted to Santa Ana PD’s Project Manager.

SERVICE LEVEL EXPECTATIONS
Performance Requirements. LAZ Parking accepts each service level outlined in the Statement of Work, with no exceptions. We will ensure all required service levels for the City are met or exceeded by implementing our effective approach to measuring, documenting, and reporting service results.

Depth of Support. LAZ understands the importance of having qualified personnel trained as potential backups/fill-ins for call-outs and planned time-off. We are committed to training additional personnel, including managers to support and work as PAs or Supervisor when needed.

Auditing Procedures and Reporting Samples. LAZ Parking has hands-on experience customizing and developing reports that best fit the needs of each of our clients and the programs we manage. Each report provides easy-to-understand factors for the reviewer, with a focus on highlighting performance metrics. Upon award of a contract, it is our intent to meet with the City of Santa Ana Police Department management and share a variety of reports currently in use at our other contracts. In partnership with our municipal and government clients, we have developed complex reporting mechanisms that provide the operations with a consistent level of oversight.

Reporting Procedures. LAZ Parking is passionate about delivering exceptional solutions to our customers. We will continue to create, develop, implement, and maintain methodologies and procedures to optimize the management and operations of the Santa Ana Parking enforcement program. Upon contract award, LAZ Parking will conduct a complete review of all administrative, operational, and procedural documents to incorporate the negotiated contract terms and final scope of work. We will work with Santa Ana Police Department’s project manager to define the implementation of the new innovative solutions that are included with our proposal. The schedule will consist of milestones, including delivery dates for all deliverables, scheduled meetings, reviews, implementation, and staff training if needed.

LAZ Parking will maintain project files and records per City’s record retention policy and throughout the term of this contract. All project records (electronic and paper) include operations and maintenance guidelines; meeting agendas and minutes; management and staffing plans; staffing reports and schedules; updates to these documents; project staff training; plus all manuals, systems maintenance records, training records, systems plans and installation records, and other correspondence.

DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 29 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Proposed Work Plan 19 We propose the status reporting procedure outlined below in the form of a Project Status Reporting Matrix and some suggested reports for each review type as shown below.

Review Type Frequency Owner Audience Output Sample reports Management
Status report Bi-weekly LAZ Project Manager
SAPD
Management
Team
Written status
report with
action items
Daily citation activity report,
Officer productivity report,
Customer call logs, Equipment
condition report
Operational
Review Monthly
LAZ Project
Manager, and
General Manager
SAPD
Management
Team
Written status
report with data
on hours
delivered,
citation volume
GAP report, monthly citation
activity reports, Officer
productivity, dismissal rates,
citation collection, Equipment
Operational
Quarterly
Plan
Quarterly
LAZ Project
Manager and
General Manager
SAPD
Management
Team
Quarterly status
report
High level output of monthly
and weekly reports
Annual
Performance
Review
Annually
LAZ Project
Manager, General
Manager and Vice
President
SAPD
Management
Team
Annual
evaluation of
services and
goals for next
year
Qualitative Evaluation,
Customer Satisfaction
Survey
ii. Suggestions
ii. Suggestions or special concerns the evaluation committee should take into consideration (if any)

PROPOSED INNOVATION AND TECHNOLOGY
License Plate Recognition (LPR): Our proposed innovation will enhance the parking enforcement operation and bring more efficiency. License plate recognition (LPR) technology has greatly advanced over the last few years. Many parking enforcement agencies throughout California have deployed LPR technology to capture more parking occupancy data and streamline the enforcement of time-restricted zones, paid parking meters, and scofflaws increasing compliance and revenue.

Body Camera: Although this technology was not a requirement in the RFP, we recommend (with legal approval) body cameras to capture PA interaction with the public. This technology also promotes safety and accountability by the PA and the public during possible altercations.

DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 30 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Proposed Work Plan 20

LAZ BUSINESS INTELLIGENCE DASHBOARD
As part of our proposed innovation strategy, we will work with the Santa Ana Police Department to launch and deploy our proprietary data visualization tool LAZ Business Intelligence (BI) dashboard for this contract. We will work closely with the SAPD management team to develop Key Performance Indicators (KPIs) that could integrated and compiled into a consolidated report including data points related to employee productivity, citation accuracy, parking space occupancy and parking space demand and utilization by day and week over week.

Instead of the pulling separate reports from various technology platforms such as data ticket, IPS, permitting system etc., LAZ BI dashboard could be integrated with all technology platforms currently in use in Santa Ana and serve as a “one-stop-shop” data visualization tool for SAPD management to review program performance.

LAZ BI dashboard takes the guesswork out of parking management by turning mountains of disconnected raw data into actionable business insights. Built in-house on the Microsoft Power BI enterprise platform by our data analytics team, LAZ BI maximizes the value of your data to make decisions smarter and faster. We offer our basic solution to the City of Santa Ana free of charge, and can expand on this, if desired and as negotiated with the City post contract award.

This infinitely customizable solution provides a single view of the most critical data points that drive a parking business. As mentioned above, by creating KPIs, users can monitor areas of operation as a group or as a single entity in real time, and drill down from high-level to granular views. We provide the capability to dissect the data down to individual events or even export the data. As a result, strategic, datadriven decisions can be made with regard to how to best manage operations and drive revenues to the bottom line.

LAZ Parking has not included the cost of these innovations in our cost structure as the RFP did not specify additional technology that would add to the hourly cost. Should the City consider these technologies, we will provide costs and additional information upon request.

With LAZ BI, you’ll have the
power of knowing what’s driving
your business, right at your
fingertips.

We offer our base solution to the
City of Santa Ana at no upfront
cost and can expand on this
offering to build a custom solution
in the future.

REAL-TIME DATA
DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 31 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Proposed Work Plan 21 iii. Deliverables and Implementation
Description of deliverables and implementation plan. Proposer shall submit a general description of the deliverables, implementation plan, and timeline.

LAZ Parking has a distinct advantage in the sense
that there will be no interruption of service if the
City chooses LAZ Parking as its continuing
partner. We do not take our relationship for
granted and understand that sometimes longstanding accounts with vendors are not always positive and long tenure sometimes leads to a lack
of innovation and motivation. We take pride in the
knowledge that we constantly strive to be a true
partner to the City and the Santa Ana Police
Department through the continuous improvement
of processes and proactive enforcement strategies.

Our proposed implementation plan considers the transition timeline for the acquisition and procurement of new vehicles and a uniform refresh. Our transition timeline begins with the approval of City Council and the subsequent execution of a new contract.

Working with City Staff. In working with City staff, our management philosophy is simple: effective communication and working as an extension of the Santa Ana Police Department’s enforcement team results in a successful and long-term partnership. Our management team, including senior managers, will always be available to the City and we will be an added resource with an array of corporate support and share best practices learned from other projects. We will follow these guidelines and apply best practices learned from working with similar municipal clients nationwide.

Regular Status Meetings. Our supervisor will continue to be in contact with Santa Ana PD’s project manager daily. We also recommend a standing monthly meeting with LAZ Parking’s General Manager. A quarterly meeting with LAZ Parking’s Government Services team is recommended to share industry news and proposed initiatives.

SAPD Approval, Feedback, and Involvement. We will seek SAPD approval on operational changes including, but not limited to, changes to schedules, routes, and/or operations.

Process Improvement and Operational Recommendations. Periodically and as necessary, we will make operational recommendations to propose enhancements to the current operations and for future innovation through new technology and improved processes.

DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 32 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Proposed Work Plan 22 LAZ Parking’s Commitment to Supporting Santa Ana-based Businesses. We will continue to make every effort to purchase equipment and materials from local vendors and utilize Santa Ana-based suppliers and businesses for our uniform, vehicle repair, and maintenance needs.

Vehicles. LAZ Parking will furnish brand new 2023 eco-friendly sedans, such as a Toyota Corolla Hybrid or comparable vehicle. We will also furnish a brand-new truck in addition to the sedans. We estimate the timeframe to procure new vehicles will be 30-45 days from contract execution.

Global Positioning System (GPS) Tracking: Each vehicle will be equipped with a GPS tracking device.

Safety Lights: All vehicles will be mounted with Alternating Quad Flash Strobe Magnetic Mount in Amber. These lights will be used when staff is patrolling to warn other vehicles about their vehicle’s slower movement or when idle.

DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 33 6/20/2023

ATTACHMENTS
Throughout our proposal, LAZ Parking has referenced a variety of supplemental attachments and documentation. These are summarized below and included in the following pages.

Contents

1. Exhibit III Proposal Line-Item Pricing

2. Attachment A Proposer’s Certification and Proposal Item Pricing

3. Attachment B References

4. Attachment C Proposer’s Statement

5. Attachment D Non-Collusion Affidavit

6. Attachment E Non-Lobbying Certification

7. Attachment F Non-Discrimination Certification
DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 34 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Attachments 24 Attachment-01: Exhibit III
PROPOSED PRICING – EXHIBIT III
LAZ Parking is pleased to present two different pricing structures in our bid submitted to the City of Santa Ana.

The first structure is a man-hour worked. All costs are included in these hourly rates.

Man-Hour Rates
Man-Hour Rates were calculated using the starting base labor rate for employees under the Teamsters 911 CBA.

Base starting rate for new employees effective 6/1/2023 is $24.75. That increases to $26.00 effective 6/1/2024.

Tenured employees receive an additional hourly increase over the base rate. Employees working the Graveyard shift also receive a shift differential. These rates also incorporate the cost of medical insurance and other benefits as outlined in the CBA.

Factors Contributing to Increased Contract Cost
The increase in the hourly rate of Checkers (Parking Ambassadors) is directly related to the hourly wage increase of staff represented by Teamsters 911 as mentioned above. The hourly wage increased from a minimum of $18.00 per hour to the current Union CBA starting wage of $24.75 which reflects a 37.5% increase in the wages alone resulting in an overall contract cost increase of 33% over the previous contract. Although this is a significant increase, we are confident that this will benefit the City directly through improved employee retention and keeping employees dedicated to the Santa Ana enforcement program.

Annual Hours Adjustment
In Exhibit III of the RFP, the annual unit quantity of Checker hours was 11,100 (which equates to less than 6 Checkers). Based on the current roster as well as shifts provided in the addendum, LAZ Parking feels this number should be 18,408. Those changes were made in the pricing charts above.

LINE DESCRIPTION Quantity UNIT
UNIT

QUANTITY
UNIT
PRICE

EXTENDED TOTAL
PRICE
1 Supervisor - Parking Enforcement 1 Hourly 2,080 $73.86 $153,628.80 2 Checker - Parking Enforcement TBD Hourly 18,408 $54.31 $999,738.48 $1,153,367.28
1 Hourly $54.31
3 On-Call - Parking Enforcement 1 Hourly Flat Rate $54.31 $1,153,367.28
$1,153,367.28
$2,306,734.56

EXHIBIT III PROPOSAL LINE ITEM PRICING - MAN HOUR
TOTAL EXTENDED COST YEAR 1
TOTAL EXTENDED COST YEAR 2
TOTAL EXTENDED COST BASE CONTRACT (2 Years)
Total Extended Cost (Add Lines 1 and 2):

Total Extended Cost - Written
(Add Lines 1 and 2)
Additional Hourly Cost per Checker for
Potential Displaced City Employee During Year
One (if Necessary):

DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 35 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Attachments 25 Teamsters 911 CBA Wage Rates and Health & Welfare
DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 36 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Attachments 26 Alternate Pricing Structure
In the second scenario, all costs are also spread across man-hours worked, with the exception of vehicle leases, insurance, M&O, and fuel. Those costs are shown as a fixed monthly fee. This allows for a lower man-hour rate but also allows for LAZ to fully cover our costs associated with vehicles.

Key Components
Both scenarios include costs for:
 1 FT Project Manager (Supervisor)
 5 FT Street Sweeping PA’s
 2 FT Meter / Rover PA’s
 1 FT RPP / GE (Graveyard)
 1 FT Lead PA
 1 PT Meter PA
 Benefits and Taxes for all employees
 GKL and Worker’s Compensation
 Administrative Costs
• 5 Enforcement Vehicles
• 1 Supervisor Truck
• Vehicle Insurance, M&O, and Fuel
• Office Rent, Parking and Utilities
• Uniforms
• Cell Phones
• Office Supplies
LINE DESCRIPTION Quantity UNIT
UNIT

QUANTITY
UNIT
PRICE

EXTENDED TOTAL
PRICE
1 Supervisor - Parking Enforcement 1 Hourly 2,080 $68.50 $142,480.00 2 Checker - Parking Enforcement TBD Hourly 18,408 $48.95 $901,071.60 3 Fixed Monthly Vehicle N/A Monthly 12 $9,157.00 $109,884.02 $1,153,435.62
1 Hourly $48.95
4 On-Call - Parking Enforcement 1 Hourly Flat Rate $48.95 $1,153,435.62
$1,153,435.62
$2,306,871.25
TOTAL EXTENDED COST YEAR 2
TOTAL EXTENDED COST BASE CONTRACT (2 Years)

EXHIBIT III PROPOSAL LINE ITEM PRICING - MAN HOUR & FIXED FEE TOTAL EXTENDED COST YEAR 1
Total Extended Cost (Add Lines 1 and 2):

Total Extended Cost - Written
(Add Lines 1 and 2)
Additional Hourly Cost per Checker for
Potential Displaced City Employee During Year
One (if Necessary):

DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 37 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Attachments 27 Attachment-02: Attachment A
DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 38 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Attachments 28 Attachment-03: Attachment B
DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 39 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Attachments 29 Attachment-04: Attachment C
DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 40 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Attachments 30 Attachment-05: Attachment D
DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 41 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Attachments 31 Attachment-06: Attachment E
DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 42 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Attachments 32 Attachment-07: Attachment F
DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 43 6/20/2023
Parking Control Enforcement Services
CITY OF SANTA ANA, CA | RFP NO. 23-036 | MARCH 28, 2023 | Attachments 33 DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 44 6/20/2023
Exhibit B
DocuSign Envelope ID: 5C666F1F-E77F-43CE-8AE0-2CDA4FE129A8 City Council 23 – 45 6/20/2023
Human Resources
www.santa-ana.org/human-resources
Item # 24
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 20, 2023
TOPIC: Temporary Employee Staffing Services

AGENDA TITLE
Approve Agreements for Temporary Employee Staffing Services with AppleOne, Inc., Cathyjon Enterprises, Inc. dba HB Staffing, Helpmates Staffing, Kimco Staffing Services, Inc., SoftHQ, Inc., TEC Group, Inc., and The Good Job Company in a Not-toExceed Aggregate Amount of $2,000,000 (Specification No.23-051) (General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute agreements with vendors listed below for temporary employee staffing services on an as-needed basis in an aggregate amount not-to-exceed $2,000,000, from July 1, 2023 through June 30, 2026 with the option for two (2), one (1)-year extensions, subject to non-substantive changes approved by the City Manager and City Attorney.

1. AppleOne, Inc. (Torrance, CA)

2. Cathyjon Enterprises, Inc. dba HB Staffing (Huntington Beach, CA)

3. Helpmates Staffing (Irvine, CA)

4. Kimco Staffing Services, Inc. (Irvine, CA)

5. SoftHQ, Inc. (San Diego, CA)

6. TEC Group, Inc. (Irvine, CA)

7. The Good Job Company (La Jolla, CA)

DISCUSSION
To operate an efficient and effective workplace, City departments utilize temporary employee staffing services on an as-needed basis to fill workforce needs for a limited duration. In addition, temporary staffing services allows the necessary time to perform recruitments to hire permanent staff when necessary and/or appropriate, or to avoid lapses in service to the community during times when increased staffing resources are crucial.

The Human Resources Department issued Request for Proposals (RFP No. 23-051) on March 29, 2023, inviting qualified temporary staffing firms with relevant experience to submit their proposals to the City. The RFP was advertised on PlanetBids, the City’s online bid and management publication system.

City Council 24 – 1 6/20/2023
Temporary Employee Staffing Services
June 20, 2023

Fifteen proposals were received and opened by the RFP deadline on April 19, 2023 and all were deemed responsive. The selection committee with experience in human resources and related program services evaluated all proposals. The selected, highestranked firms will provide temporary employee staffing on an as-needed basis.

Staff recommends awarding agreements to the seven highest-ranked firms based on the City’s projected needs. The proposals submitted by these firms demonstrated they have the necessary capacity and expertise to provide temporary staffing services as specified in the RFP. Additionally, the firms’ rates are reasonable and within industry standard, and the proposals were determined to provide the best overall value for the City.

FISCAL IMPACT
Funding is available in the FY 2023-24 budget in the various departmental Contractual Services – Professional Account (62300) and funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration. The estimated not-toexceed amount of expenditures in FY 2023-2024, FY 2024-2025, FY 2025-2026, FY 2026-2027 (optional), and FY 2027-2028 (optional) is $400,000 per fiscal year.

Payments to all vendors will be tracked to ensure the City does not exceed the aggregate $2,000,000 maximum total.

EXHIBIT(S)

1. Agreement with AppleOne, Inc.

2. Agreement with Cathyjon Enterprises, Inc. dba HB Staffing

3. Agreement with Helpmates Staffing

4. Agreement with Kimco Staffing Services, Inc.

5. Agreement with SoftHQ, Inc.

6. Agreement with TEC Group, Inc.

7. Agreement with The Good Job Company
Submitted By: Jason Motsick, Executive Director of Human Resources Approved By: Kristine Ridge, City Manager
City Council 24 – 2 6/20/2023
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City Council 24 – 3 6/20/2023
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City Council 24 – 4 6/20/2023
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City Council 24 – 6 6/20/2023
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City Council 24 – 7 6/20/2023
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City Council 24 – 12 6/20/2023

CITY OF SANTA ANA
Contractor shall provide services as set forth below:

A. GENERAL CONTRACTOR REQUIREMENTS

1. Contractor shall provide a comprehensive catalog of clerical, office, accounting, other related administrative support service and professional options to the City.

2. Contractor must also agree to:
a. Provide appropriate methods to match the City’s needs within the specified time frames; b. Coordinate all schedule work dates with City at least one business day before the start of assignment;
c. Provide a detailed proposal and invoice, according to the specifications prescribed by the City department; and
d. Ensure the following criteria prior to recommending any temporary worker for placement at the City:
x Work authorization has been obtained and is current for individuals referred to the City for assignment via Form I-9, Employment Eligibility Verification. x Live Scan fingerprinting and/ or background check have been processed, completed and passed (if requested by the City) .
x Selected temporary worker(s) recommended for an assignment meet all essential job function and minimum qualification requirements for the various types of services. x Typing speed of the selected temporary worker is at least 30 wpm, and Microsoft Office abilities have been tested and are met with positive results as required. x Contractor conducts due diligence employment verification/references of the temporary worker selected for an assignment to verify positive work history. x The selected temporary worker is bilingual in English and Spanish or Vietnamese when required for the assignment.
x Verifies that temporary worker is not a retired annuitant of the California Public Employees’ Retirement System (CalPERS).

3. Contractor shall not impose a temporary to permanent placement fee. It is not applicable for temporary workers that are hired by the City through the competititve recruitment process, regardless of introduction or assignment by Contractor. Direct hire placement is only applicable for direct hire placement requests or if a temporary worker was hired without a competitive recruitment process.

EXHIBIT I

SCOPE OF SERVICES









 

 

City Council 24 – 13 6/20/2023

CITY OF SANTA ANA
B. SPECIFICATIONS/ SCOPE OF SERVICES

1. The City of Santa Ana Human Resources Department shall contact the Contractor for temporary services and provide the title and any special skills or experience required. Certain positions may require bilingual skills. Contractor shall provide temporary worker(s) as required and approved by City departments to work at the various City of Santa Ana department locations.

2. The Contractor will compare job requirements with worker qualifications and will email resume(s) and test results of temporary workers as requested.

3. The Contractor will follow up with the City within two (2) hours to provide name(s) for City approval. a. If Contractor is unable to locate a qualified candidate within four (4) hours of the initial request, the City reserves the right to contact other temporary agencies for placement.

4. Once a candidate is selected, and the hourly pay rate has been agreed upon, Contractor shall provide the City with a detailed proposal to include the specific job description, the hourly pay rate for the temporary worker, and the mark-up rate. The City shall then review and sign the proposal if approved.

5. All invoices must include:
a. Agreement number;
b. Requesting City Department
c. Department Contact Name / Requester Name
d. Candidate Name
e. Hourly pay rate and mark-up rate
f. Dates of assignment duration
g. Total hours worked during duration of assignment

6. Contractor shall provide temporary workers who have the skills required for the assignment.

7. At the City’s discretion, City reserves the right to immediately end a temporary worker’s assignment if work performed is substandard, attendance is poor, or for other business related reasons.

8. Contractor shall remove any temporary worker from assignment upon the City’s request; at the specified time and date. Contractor shall provide replacement temporary worker if required by City.

9. Contractor shall be responsible for all decisions concerning matters of hiring; firing; discipline; payroll practices; and employee benefits such as vacation, sick, and other leave benefits.

Temporary workers provided by the agency shall be considered employees of the agency and shall in no sense be considered employees or agents of the City.

10. Contractor shall be responsible for communication with temporary workers with respect to their duties as they are employees of the Contractor.

11. Contractor must provide City with testing resources for regular status positions as requested.

These services shall be provided at the rates set forth in Cost Proposal Form, ATTACHMENT G. 








 

 

City Council 24 – 14 6/20/2023

CITY OF SANTA ANA

12. Individual temporary workers are not permitted to work more than 960 hours in any fiscal year period (July 1 – June 30). Contractor is solely responsible for tracking hours worked by all temporary workers, and to notify the Department contact and the Human Resources Department within 30 working days of any temporary worker reaching the limit of 960 hours.

13. Contractor must comply with all applicable local, state, and federal laws and regulations, including California Assembly Bill 1028 (effective January 1, 2012) and CalPERS rules regarding CalPERS Retired Annuitants, whether formerly employed by the City or other public agency employers subscribing to CalPERS. Contractor must also ensure that no employee provided under this agreement would need to be reinstated to CalPERS employment or considered to be in violation of the retirement law or otherwise in unlawful employment as a result of their work at the City prior to assigning any temporary worker to any City request.

C. SERVICE CATEGORIES
Please note the service categories listed in this document are provided for purposes of this RFP and should not be construed as a detailed description of the tasks to be performed but rather a broad general outline.

1. General Administrative Office Support
Temporary Administrative Support role (e.g., Administrative Assistant and Office Specialist) is responsible for but not limited to: opening and routing mail, answering telephones, providing customer service at public counters, drafting general correspondence, preparing minutes of meetings, may operate computer, and other administrative duties assigned.

2. Executive/Senior Administrative Office Support
In addition to the tasks required of General Administrative Office Support, temporary Executive/ Senior Administrative Office Support Roles perform highly responsible secretarial and routine administrative duties in the office of the City Manager, City Attorney, or reports directly to an Executive team member with a higher level of professionalism and experience.

3. Professional Accounting and Financial Administrative Support Temporary Accounting Support role is responsible for but not limited to reconciling accounting records; preparing accounting reports and budgets; reviewing and verifying payroll documents and compliance documents for completeness, correct pay rate and reasonableness; producing reported work hours summary reports; posting accounting entries; summarizing accounting records; accepting and processing invoice payments.

Temporary professional accountant is responsible for but not limited to accounting duties requiring the application of accounting principles and practices.

4. Legal Secretary / Paralegal Support
Temporary Legal Secretary Support roles perform a variety of complex and responsible legal secretarial and clerical work involving specialized legal terminology, documents and procedures; processes legal papers and documents in accordance with established procedures and formats; and performs confidential secretarial and minor legal procedures for one or more attorneys, as assigned, including maintaining court and appointment calendars.

5. Other Technical and Professional Classifications as Determined 








 

 

City Council 24 – 15 6/20/2023

CITY OF SANTA ANA
Other technical and professional classification(s) relevant to city operations in which the Contractor may possess placement experience, such as human resources administration, building permit or plan check services, housing or job placement eligibility, facilities or vehicle maintenance, etc. City classification specifications can be found and defined on the City’s job description site: https://www.governmentjobs.com/careers/santaana/classspecs.

D. SERVICE UTILIZATION REPORTS
Contractor must provide to the City’s Human Resources Department the following reporting in Excel format:

1. Quarterly Reports which include at minimum:
a. Number of temporary workers hired under this contract; b. Number of hours worked per temporary staff during reporting period, by name; c. Number of hours worked per classification citywide;
d. Department to which temporary worker was assigned;
e. Billing rate for each temporary worker
f. Sum per criteria above

2. Annual Report which includes grand totals of each of the criteria included in Quarterly Reports and listed above.









 

 

City Council 24 – 16 6/20/2023
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City Council 24 – 17 6/20/2023
All data and information contained herein and provided by AppleOne in response to the City is considered confidential and proprietary. The data and information contained herein may not be reproduced, published or distributed to, or for, any third parties without the express prior written consent of AppleOne.

Response Due Date/Time:

April 19, 2023 / 4:00pm PT
Submitted to:

Lori Schnaider, Operations Manager
City of Santa Ana – Human Resources Department
20 Civic Center Plaza
Santa Ana, CA 92701
RFP# 23-051
City of Santa Ana
Temporary Staffing Services
Submitted by:

AppleOne, Inc.
dba AppleOne Employment Services
327 W. Broadway
Glendale, CA 91204









 

 

City Council 24 – 18 6/20/2023
2 APPLEONE EMPLOYMENT SERVICES, RFP RESPONSE
USE OR DISCLOSURE OF DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE RESTRICTION ON THE TITLE PAGE OF THIS PROPOSAL. a. Cover Letter ........................................................................................................................................................... 3 b. Services Provided .................................................................................................................................................. 4 c. Agreement Statement ........................................................................................................................................... 4 d. Firm and Team Experience .................................................................................................................................... 7 e. Proposed Work Plan ............................................................................................................................................ 12 f. References ............................................................................................................................................................ 21 Cost Proposal ........................................................................................................................................................... 21 VII. Certifications (Attachments) ............................................................................................................................. 22 VIII. References ........................................................................................................................................................ 22 Table of Contents









 

 

City Council 24 – 19 6/20/2023
3 APPLEONE EMPLOYMENT SERVICES, RFP RESPONSE
USE OR DISCLOSURE OF DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE RESTRICTION ON THE TITLE PAGE OF THIS PROPOSAL. a. Cover Letter
19 April 2023
Lori Schnaider, Operations Manager
City of Santa Ana – Human Resources Department
20 Civic Center Plaza
Santa Ana, CA 92701
Subject: Response to Request for Proposal – Recruiting Services Howroyd-Wright Employment Agency, Inc. dba AppleOne Employment Services (AppleOne) welcomes the opportunity to present our response to The City of Santa Ana (City), with the ultimate goal of furnishing the City with the top-notch Temporary Staffing Services it seeks. As a current provider of temporary staffing services to the City of Santa Ana, AppleOne hopes to continue its service to the City.

One of the largest privately held human capital management companies in the United States, AppleOne boasts more than 200 offices throughout North America to support recruiting and bring local labor market knowledge and talent to the City. Guided by our belief in people and our company philosophy, “Hiring Made Human”, we work diligently to connect our clients with the best people—aligning talents, skills, goals, and aspirations.

AppleOne emphasizes the importance of quality and cost-effectiveness, providing lasting solutions while remaining cognizant of the taxpayer’s dollar. AppleOne acknowledges receipt and review of this Solicitation and Addenda. If the City has any questions regarding the enclosed proposal response during the evaluation period, please contact our Government Solutions team at one or more of the following:

PHONE (866) 493-8343
FAX (714) 596-7798
EMAIL [email protected]
AppleOne will provide the City with day-to-day project management from our Orange County, CA branch office, located at 26300 La Alameda, Suite 130, Mission Viejo, CA 92691. There, our primary point of contact and Project Manager, Rion Carr, will facilitate follow-up, attend meetings, coordinate resources, services, and support, and will be available to the City directly at (949) 427 2936 and [email protected].

We look forward to working with the City in servicing its Temporary Staffing Service needs, and we will do everything necessary to ensure our contract delivery is positive, productive, and fulfills all stated objectives.

Sincerely,
Dr. Milton J. Perkins, Senior Vice President
Howroyd-Wright Employment Agency, Inc.
dba AppleOne Employment Services









 

 

City Council 24 – 20 6/20/2023
4 APPLEONE EMPLOYMENT SERVICES, RFP RESPONSE
USE OR DISCLOSURE OF DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE RESTRICTION ON THE TITLE PAGE OF THIS PROPOSAL. b. Services Provided
A full-service staffing agency, AppleOne supplies temporary, temporary-to-hire, and direct-hire candidates to commercial and government clients alike. We can readily fill positions within several job categories, including:
x Administrative/Clerical
x Call Center/Customer Service
x Data Entry/Data Processing
x Finance/Accounting/Insurance
x Human Resources
x IT/Technical
x Legal
x Marketing/Graphics
x Operations
x Professional
AppleOne is a privately held corporation,
founded in 1964 and incorporated in November
1968. Over its 59 years in the industry, AppleOne
evolved from a single-desk staffing agency into a
nationwide organization of hundreds of brick
and mortar offices, reaching every major city in
the United States. Now one of the largest
privately held, woman- and minority-owned
staffing firms in the country—rated by Forbes as
a Top 10 Best Professional Recruitment Firm in
America—AppleOne continues to evaluate and
develop new, innovative, and creative ways
to improve the level of service expected by
our clients.

AppleOne boasts the support of more than 200 points of operation across the continental United States, with instate branch offices operating in half the states of the union, as well as Washington DC and Puerto Rico, and a robust national recruitment division to administer and support operations for large commercial and government clients.
c. Sample Agreement
AppleOne respectfully submits the following proposed exceptions to the City’s RFP:

Alternative Language: Removal of strikethrough text and insertion of bold text as follows.

Waiver of Subrogation
Figure 1 - AppleOne In-State Operations









 

 

City Council 24 – 21 6/20/2023
7 APPLEONE EMPLOYMENT SERVICES, RFP RESPONSE
USE OR DISCLOSURE OF DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE RESTRICTION ON THE TITLE PAGE OF THIS PROPOSAL. whether in an action in contract or tort, even if such party has been advised of the possibility of such damages, unless such party has engaged in gross negligence or willful misconduct, or the damages arise from a third party claim for which a party is entitled to indemnification in this Agreement. d. Firm and Team Experience
i. A general description of the firm, including size and number of employees working directly with the City on this agreement.

A wholly-owned subsidiary of The ACT 1 Group, Inc. (ActOne), AppleOne and its 630+ permanent employees place more than 145,000 people annually and process hundreds of W2’s, meeting the needs of the thousands of clients throughout the United States. We possess an extensive history of partnering with public sector and nonprofit clients, currently supporting over 600 government entities at the state, local, and federal levels. This includes a large number of long-term contracts with ĐŝƚŝĞƐ in all corners of the country, to whom we provide temporary, temporary-to-hire and/or direct placement staffing services on an as-needed basis. In addition to the primary personnel listed in the proposal, the local AppleOne branch servicing the City has over 15 employees, and other supporting branches in the area.

AppleOne has an extensive history of partnering with other public sector and non-profit clients to provide temporary staffing and direct hire services on an as-needed basis. In addition to our work with the City of Santa Ana, we currently support over 600 government entities at the state, local, and federal levels, including numerous ĐŝƚŝĞƐ, and we are regularly adding new government contracts to our list of active clients. For example, AppleOne was recently the recipient of new and/or renewed bid-awarded temporary staffing contracts from government entities such as Seattle Housing Authority, Fresno Housing Authority, Harris County, Collin County, DeKalb County, City of Charlotte, City of Newport News, State of South Carolina, State of Kansas, OmniTrans, Bay Area Rapid Transit System, Alameda County Water District, Education Service Center Region 20, University of Washington, and Shelby County Schools, among others.

A representative list is provided below:

APPLEONE REPRESENTATIVE LIST OF CLIENTS
CITIES
City of Atlanta, GA City of Austin, TX
City of Henderson, NV City of Ontario, CA
City of Portland, OR City of Long Beach, CA
City of Glendale, CA City of Hayward
City of Columbia City of Reno, NV
City of West Palm Beach, FL City of Folsom
City of Greeley, CO City of Doral

COUNTIES
County of Contra Costa, California County of Los Angeles, Public Defender County of Gwinnett, Georgia County of Los Angeles, Sherriff County of Hennepin, Minnesota County of Orange, Florida 








 

 

City Council 24 – 22 6/20/2023
8 APPLEONE EMPLOYMENT SERVICES, RFP RESPONSE
USE OR DISCLOSURE OF DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE RESTRICTION ON THE TITLE PAGE OF THIS PROPOSAL.

County of Houston, Texas County of Orange, Superior Courts, California County of Johnson, Kansas County of Riverside, California, County of Kane, Illinois County of Sacramento, California County of Los Angeles, District Attorney County of Los Angeles, Internal Services

EDUCATIONAL INSTITUTIONS
Contra Costa Community College District Los Angeles Unified School District Sunnyside Unified School District, Tucson Pinellas County Unified School District University of Miami, Florida Atlanta Public Schools
Clark County School District Dublin Unified School District Fort Worth Independent School District Naropa University Orange County Public Schools San Bernardino Community College District Seattle Public Schools University of Utah

HOUSING AUTHORITIES
Burbank Housing Development Corp Chesapeake Redevelopment & Housing Authority Collier County Housing Authority Dallas Housing Authority Denver Housing Authority Fresno Housing Authority
Housing Authority of the County of San Bernardino Housing Authority of Kern County Housing Authority of San Buenaventura Housing Authority of San Joaquin County Housing Authority of Santa Paula Housing Authority of the City of Alameda Housing Authority of the City of Bremerton Housing Authority of the City of Charleston STATES
State of Colorado State of New York
State of Nevada State of Arizona
State of Utah State of Texas
Washington State Department of Transportation State of South Carolina Commonwealth of Pennsylvania State of California
State of Florida State of Georgia
State of Tennessee, Dept. of Education California Earthquake Authority

TRANSPORTATION AUTHORITIES
Greater Orlando Airport Authority Sam Trans
Los Angeles Airport Authority Central Midlands Regional Transit Authority Port of Los Angeles Charleston County Aviation Authority Chicago Regional Transportation Authority Gold Coast Transit Jacksonville Aviation Authority LA County Metropolitan Transit Authority Long Beach Transit North Texas Tollway Authority
Omnitrans Ontario International Airport Authority

UTILITIES
Las Vegas Valley Water District Orlando Public Utilities Commission Sacramento Metropolitan Utility San Diego Water District Alameda County Water District South Coast Air Quality Management District Contra Costa Water District Southern California Water Company Elsinore Valley Municipal Southwest Gas
Florida Public Utilities Inland Empire Utility Agency
Kern County Water Agency Las Vegas Valley Water District ii. Firm’s nearest address serving the City of Santa Ana and headquarters address.

As stated in our Cover Letter, the managing office for this contract will be AppleOne’s Orange County branch office, located at 26300 La Alameda, Suite 130, Mission Viejo, CA 92691. Consistently providing high quality service to the region, the servicing branch staff are fully trained and mentored to be leading recruiting and staffing experts, providing temporary, temp-to-hire, direct hire, and payrolling services. 








 

 

City Council 24 – 23 6/20/2023
9 APPLEONE EMPLOYMENT SERVICES, RFP RESPONSE
USE OR DISCLOSURE OF DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE RESTRICTION ON THE TITLE PAGE OF THIS PROPOSAL. iii. Firm’s full-time service office in Southern California if different from above.

AppleOne’s primary headquarters is located at 327 W. Broadway, Glendale, CA 91204. iv. Name and contact information of the supervising Project Manager/Principal Agent, to be assigned to the agreement.

AppleOne Area manager Rion Carr will serve as the designated Project Manager for the City in service of this contract. An integral member of AppleOne’s California operations, Ms. Carr currently assists with account management and recruitment for various AppleOne public-sector clients.

Ms. Carr, who is empowered to take swift and decisive action in the normal course of business with the City, will be directly supported by Recruiting Consultant Bonnie Hulse, who will serve as the Assistant Project Manager for this contract, with additional support provided as needed by the rest of the Orange County branch team and other area offices, who are in turn supported by regional and corporate management.

AppleOne strives to ensure that, regardless of a client’s location, size, or service requirements, they will interact with a friendly, knowledgeable, and responsive staff that pays every attention to detail. This commitment to excellence is reflected in our daily practices and reinforced by executive leadership. Because our mission is "to find, to understand and to fulfill the needs of another," our clients find that our tailor-made solutions lead to enhanced productivity and reduced cost, especially compared to other staffing organizations.

Ms. Rion Carr, Project Manager, possesses over twenty-four years of recruitment and account management experience with AppleOne. As the Project Manager for the City, Ms. Carr will manage the day-to-day processes, including testing, screening, and ensuring all temporary employees are fully trained and qualified, possess the necessary skill requirements, and are performing up to the City’s standards. She will gather all information needed to recruit, screen, evaluate, and qualify candidates who possess the required skills to be productive at the City.

Ms. Bonnie Hulse, AppleOne’s Assistant Project Manager, has firmly established herself as an invaluable asset within the industry in her over twenty years of staffing, recruiting, and administrative experience. Ms. Hulse will be primarily responsible for recruiting and applicant development, and will provide special recruiting services to support the City. Additional duties will include: staff performance and accountability, client fulfillment oversight, maintenance and expansion of qualified applicant pool, ongoing training and development, and ensuring that the City receives quality service at all times.

Mr. Rick Hagmann, Vice President of our Government Solutions team, implements and maintains contracts with our public sector clients. Part of AppleOne’s dedicated government team for 16 years, he will be the primary contact regarding all contract-administration related issues. Mr. Hagmann is supported directly by our Legal and Risk Management teams as well as his own Government Solutions staff of highly trained professionals. He will work with the AppleOne Orange County account management personnel to ensure that the City is properly supported.
v. Include resumes for all managers, supervisors, and other key personnel including subconsultants (if applicable) who will be assigned to this contract if awarded.

Please see resumes for personnel listed on the following pages. 








 

 

City Council 24 – 24 6/20/2023
10 APPLEONE EMPLOYMENT SERVICES, RFP RESPONSE
USE OR DISCLOSURE OF DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE RESTRICTION ON THE TITLE PAGE OF THIS PROPOSAL. 








 

 

City Council 24 – 25 6/20/2023
11 APPLEONE EMPLOYMENT SERVICES, RFP RESPONSE
USE OR DISCLOSURE OF DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE RESTRICTION ON THE TITLE PAGE OF THIS PROPOSAL. 








 

 

City Council 24 – 26 6/20/2023
12 APPLEONE EMPLOYMENT SERVICES, RFP RESPONSE
USE OR DISCLOSURE OF DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE RESTRICTION ON THE TITLE PAGE OF THIS PROPOSAL. e. Proposed Work Plan
AppleOne will be a strategic partner to the City in its effort to procure temporary staffing in an efficient and expeditious manner, assisting all departments in filling as-needed vacancies with well-trained and diverse personnel. Our core capabilities in human capital management and 58 years of experience in the industry afford us a deep understanding of challenges and needs across the industry.

Recruitment
One of the many rules AppleOne abides by is that the wider the regional exposure to qualified talent, the better
placements one can make. While the typical employer draws candidates from three to six sources, AppleOne draws talent from 25 or more sources. We utilize every available resource when it comes to recruiting, from traditional approaches such as job postings and job fairs to the more modern methods of social media advertising and job sites. We also capitalize on our history in the local market to find top talent.

AppleOne’s recruiting and matching processes play a key factor in our continued success in quickly supplying highquality staff. By implementing a staffing and recruiting plan that is reflective of the latest industry trends in technology, skill demands, and compensation structures, AppleOne is able to take elements like environment, structure, culture, tasks, and goals into consideration to obtain the best qualified candidates. Through needs analysis and benchmarking, we are able to recruit candidates who not only meet the needs of the City, but identify candidates with the strongest likelihood to succeed in particular working environments. Hence, we can proactively recruit, hire, train, and retain quality personnel.

To accomplish this, we utilize powerful proprietary
systems and tools to assist AppleOne’s recruiters
in writing and placing employment ads. We also
employ on-line registration and database systems
that allow us to aggregate and maintain a vast pool
of local, qualified candidates, giving our recruiters
instant access to the right people at the right time.

The job-order filling procedures at AppleOne are
based on our in-depth knowledge of the needs of
clients and our dedication to gaining and
maintaining an understanding of your unique
staffing needs. AppleOne finds that one of the best
ways to deliver qualified candidates is to perform
job profiling and benchmarking, establishing
parameters that will assist in identifying the skill
levels required to succeed in clients’ specific
working environments and gaining a clear understanding of what that environment will entail.

Technology plays a key role in the success of AppleOne’s service offerings. AppleOne achieves the highest level of effectiveness and economy in delivering precisely targeted staffing solutions by integrating all staff member’s 








 

 

City Council 24 – 27 6/20/2023
13 APPLEONE EMPLOYMENT SERVICES, RFP RESPONSE
USE OR DISCLOSURE OF DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE RESTRICTION ON THE TITLE PAGE OF THIS PROPOSAL. experience and expertise with cutting-edge technological resources developed in-house by AppleOne’s staff:

JobCaster: A powerful proprietary system which is utilized for enhancing the database of available candidates to fill job orders from the City. JobCaster speeds the recruitment process by assisting with the writing and placing of advertisements. Once the job posting is composed it is broadcast to more than 75 of the most popular career sites. These include, but are not limited to: Monster, CareerBuilder, LinkedIn, Indeed, Dice, Glassdoor, SimplyHired, and ZipRecruiter. JobCaster can be customized to target specialized career sites most appropriate to the job classifications needed.

AppleXpress: An automated client/server tool to intake and store qualified applicant resumes. Relevant information on all potential candidates, including resumes and personal profiles gathered from each expertly structured candidate interview, is entered into the AppleXpress system, where they can be filtered according to a customized pre-screening process. This process can include customized searches for applicants based on location, skills, education, salary range, experience, key words, and other qualifications that may be requested. AppleXpress even allows clients to search AppleOne’s pre-qualified candidate base from their own computers.

As a further time saving measure, all applicant information is received directly into AppleOne’s Office Automation database digitally, making their information instantly available to AppleOne’s clients, reducing the need to transcribe information into the system. As one of the proprietary systems at AppleOne, AppleXpress is a revolutionary tool that allows clients the opportunity to identify candidates, schedule interviews and dispatch temporary associates in one comprehensive solution.

Office Automation: AppleOne utilizes a software system called Office Automation (OA). This internal management software database allows our staff to index information on our temporary associates’ and client companies, which in turn is shared on our network. Using this software, AppleOne can easily track and match candidates, allowing our branch offices to quickly select a pool of temporary associates from our entire national network. Using OA, AppleOne fully services our clients, including large organizations with locations across the country. OA also has the ability to download resumes and generate client reports. In addition, all correspondence with both client and associate is documented.

Universal Search: A network portal which allows our recruiting professionals to respond to our clients’ needs with unprecedented speed and precision, tapping into a vastly larger candidate pool to capture more accurate results.

The software scours through the million-plus candidates in AppleOne’s database of detailed personnel profiles gathered from expertly structured associate interviews to include personalities, temperaments, and strengths, as well as backgrounds and activity comments left by other AppleOne account managers. Qualified candidates are rapidly tracked and identified, staffing vacant positions more quickly and efficiently than ever.

AppleOne invests in the best tools and processes to provide the highest standards in talent screening and benchmarking. We are ISO 9001:2015 and Department of Homeland Security ICE IMAGE certified to ensure a thorough and consistent evaluation process, which includes extensive interviews with each applicant using behavioral-evaluation techniques. Our staff invest the extra time to learn an individual’s aspirations, talents, skill level, experience, preferred work environment, and other variables such as work styles, allowing the applicant to be placed in the position best-suited to their personality and skill set. Personnel profiles are created for every candidate entered into our OA system. As part of our standard Job Order process, specific thresholds and custom requirements can be set, including basic qualifications, to evaluate and determine a candidate’s disposition at 








 

 

City Council 24 – 28 6/20/2023
14 APPLEONE EMPLOYMENT SERVICES, RFP RESPONSE
USE OR DISCLOSURE OF DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE RESTRICTION ON THE TITLE PAGE OF THIS PROPOSAL. every step of the requisition process.

As part of our comprehensive approach, we bring a structured continuous process improvement with knowledge transfer and lessons learned to all our activities. AppleOne will be working closely with the City. Our project and programs staff will work to fully understand and implement what has been successful and how to identify and resolve potential issues should they arise. We also, as part of our commitment to knowledge transfer, will work with District staff to incorporate the most useful aspects of our methodologies and activities into internal department efforts. We have developed an overall strategy and approach that addresses the following priorities and demonstrates our value to a project and contract. We will listen carefully to management, and identify the value AppleOne can bring in our approach to address priorities and mission objectives.

Procedure For Requesting Personnel
The City’s notification of need will initiate AppleOne’s streamlined job ordering process. AppleOne has a standardized Job Order Response Process that provides an overview of how we will ensure the availability and qualifications of contractor personnel. The breakdown of AppleOne’s Job Order Response Process is as follows:
x Step 1 – Job Order Submitted: Job Order is submitted by the City to an AppleOne account management team member via your preferred method (phone, fax, or the Internet). The PM, Ms. Rion Carr, will serve as the single-point-of-contact for the City.
x Step 2 – Acceptance of Order and Initial Response: The AppleOne account management team accepts the order and enters it into AppleOne’s internal Office Automation database. Ms. Carr or Ms. Hulse (Assistant PM) will respond within 4 hours or less to confirm that they received the order as well as provide a status update. Working collectively, all team members of the Orange County branch will identify potential candidates for the City’s consideration. Further information may be requested at this stage from the contracting officer or department head at the City. x Step 3 – Evaluation Process: Once a qualified candidate is identified, AppleOne completes a customized evaluation process for the City. This includes an in-depth, in-person interview, as well as review of job requirements and expectations, and verification of references. If the candidate meets all requirements and accepts the positions, we will move onto the next step. If not, the previous step is repeated until a qualified candidate match is made.
x Step 4 – Interview/Final Approval: The candidate is then interviewed or presented for a final approval by the City. AppleOne will notify the temporary associate in writing with information specific to his or her assignment if the position is accepted.
x Step 5 – Orientation: Prior to the start date, AppleOne will provide the candidate with a full orientation on the job and the City environment, as well as information on how to complete their timecard or assign them a badge/password for AppleOne’s Web Time Capture software. x Step 6 – Quality Control: On the first day of assignment, a member of the account management team will conduct a quality control call to the candidate’s supervisor. At the end of the first week, another quality control check will be completed. Afterwards, the team will conduct ongoing quality checks to ensure that the candidate is performing up to, or better than, expectations for the City.

Placement Of Personnel
AppleOne knows that having the best in professional personnel is integral to the ongoing success at the City locations. Our precise, comprehensive methods for providing staffing services will ensure that the City obtains the maximum projected value for each dollar of expenditure. We remain committed to providing personnel with the skills, experience and character to excel in their positions with the City. 








 

 

City Council 24 – 29 6/20/2023
15 APPLEONE EMPLOYMENT SERVICES, RFP RESPONSE
USE OR DISCLOSURE OF DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE RESTRICTION ON THE TITLE PAGE OF THIS PROPOSAL.

Our service delivery performance measurements are devised based on our quality driven customer centric approach. Our efforts are focused on achieving the goal of Excellence in all aspects of service, and these including:
x On-time availability of the candidate: After selection of the candidates, AppleOne ensures timely availability of the candidates. They will start on the agreed to date and time. x Monitoring of hours: AppleOne conducts regular monitoring of employee hours while on assignment.

This will serve to ensure they do not exceed maximum allowable hours in a calendar year with the City. x Background check compliance: We ensure that all candidate submitted to clients are cleared to work, and all background checks have been completed in accordance with all client requirements. x Close monitoring of the services performed: We monitor the performance of the staff engagement on a continuous basis and in consultation with the designated client manager(s). x Performance evaluation of services delivered: AppleOne reviews the performance of our services delivered on a quarterly basis. In this connection, the City designated staff receives one-page performance evaluation document from AppleOne. This evaluation helps AppleOne to discuss where our performance is exceeding and the areas, which would need further efforts to develop. This feedback mechanism helps us and our candidates to improve their skills, knowledge and personality. x Replacement of candidate: In the rare case that there is a need for replacement of a candidate, AppleOne ensures replacement is provided to the client within 5 days of such situations. The first week of the replaced candidate is not billed to the client.
x Defect Prevention Program: This program, used across the board, is aimed at achieving quality improvements in all phases of AppleOne service deliveries as defined above. This has been implemented by setting quality standards for How can we serve our customers better? One of the important measurements we have in place is – ‘Continuous review of our business processes’ for delivering value added services, quality and responsiveness, timeliness of deliverables, risk minimization and cost effectiveness.
x Implementing Customer Feedback Evaluation Process: We believe such quality of service measures as customer feedback surveys play an essential role in cementing a satisfactory relationship between supplier and customer, as well as uncovering a potentially serious problem. x Management Monitoring and TQM in our service delivery to our Clients: We believe in Total Quality Improvement Programs (TQIP), which is the cornerstone of AppleOne’s business strategy. It is a structured, planned approach to continuous quality improvement and establishes an ongoing quality management program in every aspect of our business. Its goal is to create a customer oriented quality culture committed to making quality improvement a permanent way of life for the company. Its major elements are:
o Management commitment
o Functional organization ownership in approach
o Employee involvement at all levels
o Practical measures to track progress
o Recognition for team and individual performance
o Ongoing training and communications.

Our emphasis is on quality services and we continuously improve our business processes to support our service delivery model. This allows us to refine our function processes in each area of services (human resources, sales and marketing, contracts and client relationships) with the overall result providing us a capability to be highly responsive to client needs. We maintain a large database of qualified candidates who are available for projects. 








 

 

City Council 24 – 30 6/20/2023
16 APPLEONE EMPLOYMENT SERVICES, RFP RESPONSE
USE OR DISCLOSURE OF DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE RESTRICTION ON THE TITLE PAGE OF THIS PROPOSAL.

Screening
The expertise of AppleOne’s account management team, combined with the consistency in evaluation standards provided by the structured interview guide, will ensure that all candidates not only have the skills requirements needed for positions, but the reasoning ability and work ethic to excel in those positions.

AppleCore Behavioral Assessments
To enhance AppleOne’s ability to find skilled, able, and educated candidates for government and public sector entities, AppleOne uses the AppleCore Assessment Series, a validated applicant classification system that focuses on soft skills like customer service, aptitude, and attitude.

The content underlying these tests was carefully studied and determined to be related to the job performance of AppleOne positions. All AppleOne tests have a proven track record of success, showing that those who take the tests have better performance on the job, significantly increasing their productivity. We have in place assessment tests for all types of job categories. If needed, AppleOne’s assessment series can be customized to meet clients’ specific requirements for temporary personnel.

Candidate Skill-Based Assessment
AppleOne extensively tests candidates on their software proficiency, particularly important in today’s high-tech and increasingly work-from-home environment. Using the sophisticated evaluation and training system of SHL TalentCentral, in partnership with IBM Kenexa, AppleOne leverages the platform’s behavioral science techniques to measure traits, skills, and culture fit of each candidate. Benefits of the TalentCentral platform include:

Mobile/Tablet Capability: User interface employs responsive design principles, dynamically adjusting to the type of display the candidate is using, supporting a wide variety of devices.

Languages: Currently available in over 40 languages and offers expansive globalization abilities.

Accessibility: User-friendly experience for candidates with a range of disabilities, including those who use assistive technologies such as screen readers.

Prior to assignment, AppleOne is able to test candidates on over 250 applications across several disciplines that simulate the work to be performed at any location in the City’s network. For administrative and clerical candidates, for instance, TalentCentral allows for in-depth evaluation of the various skill sets. Test titles include:

ADMINISTRATIVE/CLERICAL TESTS
Business Writing Microsoft Internet Explorer
Counting Microsoft Office Suite
Customer Service Mindset Survey Proofreader Marks
Data Entry 10 Key Punctuation
Email Etiquette Reading Comprehension
English as a Second Language Recruiting Fundamentals
Filing by Name Sales Concepts
Following Verbal Instructions [audio] SAS 9 - Data Analyst Following Written Instructions Shorthand
Healthcare Benefits Knowledge Software Quality Assurance Human Resources Basics Software Testing
Human Resources Benefits Knowledge Spanish Basic Office Skills Internet Basics Spanish Basic Reading Comprehension
Internet Research Skills Spanish Office Grammar and Spelling 








 

 

City Council 24 – 31 6/20/2023
17 APPLEONE EMPLOYMENT SERVICES, RFP RESPONSE
USE OR DISCLOSURE OF DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE RESTRICTION ON THE TITLE PAGE OF THIS PROPOSAL.

ADMINISTRATIVE/CLERICAL TESTS
Interviewing and Hiring Concepts Spanish Typing - General Listening Skills [audio] Spanish-English Bilingual
Macintosh Basics OS 9 Technical Terminology
Mailroom Management Skills Translation Sample - English to Spanish Marketing Fundamentals Translation Sample - Spanish to English Matching (Alphanumeric, Numeric, Images) Typing - General Math Word Problems Vocabulary
Microsoft Windows Writing Sample (letters, etc.)
For Accounting and Finance positions, AppleOne uses the Accounting and Financial Knowledge test package to evaluate core accounting and finance competencies. Testing titles include, but are not limited to:

ACCOUNTING/FINANCE TESTS
Accounting Terminology Cost Accounting MYOB Accounting Plus Accounts Payable Financial Analysis Partnership Tax Accounting Accounts Receivable Financial Management Payroll Clerk
ACCPAC Pro Series Fixed Assets Payroll Management
ADP - Payroll General Accounting Peachtree Accounting
Advanced Accounting General Ledger Knowledge QuickBooks Pro Auditing Individual Income Tax Quicken
Bookkeeping - Professional JD Edwards Sage MAS 90/200
Business Income Tax MAS 90 - Bookkeeping Simply Accounting Corporate Tax Accounting Microsoft Dynamics GP
Platform-Specific Testing
For clients who wish candidate skill assessments specific to Microsoft, Adobe, and other software suites, TalentCentral offers several assessment options, including but not limited to those listed below.

SOFTWARE PLATFORM TESTS
ACCPAC Pro Series Lotus 1-2-3 Millennium Microsoft Word Adobe Acrobat Lotus Freelance Graphics Millennium MYOB Accounting Plus Adobe Flash Lotus Notes Netscape Navigator
Adobe Flex Lotus Word Pro Millennium Peachtree
Adobe Illustrator MAS 90 – Bookkeeping Peachtree Accounting Adobe InDesign Microsoft Access QuarkXPress
Adobe PageMaker Microsoft Excel QuickBooks Pro
Adobe Photoshop Microsoft FrontPage Quicken
ADP - Payroll Microsoft Internet Explorer Sage Line 50
Corel Presentations Microsoft Office Integration Sage MAS 90/200 Corel Quattro Pro Microsoft Outlook Sage Peachtree Pro









 

 

City Council 24 – 32 6/20/2023
18 APPLEONE EMPLOYMENT SERVICES, RFP RESPONSE
USE OR DISCLOSURE OF DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE RESTRICTION ON THE TITLE PAGE OF THIS PROPOSAL.

SOFTWARE PLATFORM TESTS
Corel WordPerfect Microsoft PowerPoint Sage Simply Accounting Pro Desktop Publishing Theory Skills Microsoft Project Simply Accounting FileMaker Pro Microsoft Publisher Summation Blaze
JD Edwards Microsoft Windows Summation iBlaze
A similar array of relevant software- and hardware-skills tests are available through TalentCentral platform for Customer Service, Program Management, Professional, Technical, and other labor categories as needed.

Background Checks
Prior to sending an employee to work for the City, AppleOne’s account management team, in conjunction with the appropriate representative, will confirm which pre-employment background checks are required for the position(s) in question.

In order to ensure that AppleOne’s clients receive the best candidates in an efficient manner, AppleOne utilizes its affiliate company, A-Check Global (A-Check), an internationally-recognized and respected employment screening organization, to conduct extensive background checks as needed. In addition to criminal background checks, reference checks, and drug testing, pre-screening may include social security checks, education verifications, DMV verifications, employment certifications, social security traces, and more, as allowed by local, state, and federal law. A-Check’s services are available for AppleOne’s employees and clients’ permanent employees. We also understand that the City may elect to conduct its own background check on temporary personnel.

To maintain Fair Credit Reporting Act (FCRA) compliance, is it AppleOne’s policy to provide clients with an attestation of background screen completion pursuant to the client’s requirements, but not the actual results.

Contact with and updates to the candidate are frequent, to both ensure the background check process is on track and that they remain invested in the position.

An overview of our available background check offerings are included in the tables below:

AVAILABLE BACKGROUND CHECKS
Criminal Felony /
Misdemeanor –
7 years
This includes a one (1) county, one (1) name, criminal record search of felony records, and will include misdemeanor records when available. All information will be obtained at the courthouse by a dedicated county researcher unless direct connection to the courthouse is established. Five (5) and 10 year options are also available upon request.

Criminal Search -
National Federal
-
7 years
This search includes a one (1) name federal criminal record search of federal records. All information will be obtained through the Federal Public Access to Court Electronic Records (PACER) system with on-line direct connection to records and dispositions. Five (5) and 10 year options are also available upon request.

National Criminal
Database Search
–
7 years
This search includes one (1) name. A-Check Global’s National Criminal Database search (NATCRIM) includes over 250 million criminal records from all fifty states, the District of Columbia and Puerto Rico. This database search perfectly complements county courthouse searches by increasing the chances of catching additional criminal data from places of work or residence not disclosed during the application process. Results are available within 








 

 

City Council 24 – 33 6/20/2023
19 APPLEONE EMPLOYMENT SERVICES, RFP RESPONSE
USE OR DISCLOSURE OF DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE RESTRICTION ON THE TITLE PAGE OF THIS PROPOSAL.

AVAILABLE BACKGROUND CHECKS
minutes when ordered via A-Check Direct™ and all information reported is FCRA compliant.

Five (5) and 10 year options are also available upon request.

National Sex
Offender Registry
While convictions for sexual offenses will appear upon the criminal record in the county or state where the offense was committed, oftentimes sexual offenders will relocate where their criminal records will not reflect the offense. Information returned from sexual offender registry inquiries may include: name, AKA name, physical characteristics, date of birth, residential address, employer, county, state of conviction, date of conviction, and offense(s).

County Civil
Records Search
Includes one county, one name search obtained by a court researcher at the county courthouse. Information obtained may include plaintiff and defendant’s actions, case outcome.

Compliance Link
Search Comprehensive list of Compliance searches available upon request.

Motor Vehicle
Records -
Driver’s Report
Depending on state law, search will reveal a three (3) to five (5) year driving history.

Reported information will include type of license, any violations, disciplinary actions, convictions, issue date, expiration date, revocations, suspensions, accidents, status and restrictions.

Professional
Reference
A-Check will verify a professional reference by seeking answers to predetermined questions including information on communication skills, work attitude, professionalism and punctuality. This information will be obtained through a phone interview with a former supervisor or personnel department.

Employment
Verification - Plus
Contact up to three (3) times daily, made for up to three (3) days. Documentation will be requested from the applicant for any verifications of employment not obtained.

A-Check will verify present or past employment to include position(s) held, dates of employment, salary, confirmation of specific job duties, reason for leaving, eligibility for rehire, and overall job performance. Information will be obtained through phone interviews with former supervisor or personnel department. Pricing is per individual screened.

Education
Verification -
Basic
Contact up to three times daily, will be made for up to three (3) Days.

This search verifies Colleges/Universities attended with dates of enrollment, Major/Degrees obtained, Grade Point Average, and professional certification. Pricing is per individual screened.

Professional
License
Verification
This search verifies a professional license or professional certification. Additional fee if transcripts are requested or if educational institution/licensing body requires use of a records clearinghouse.

Credit Report
This report provides information into a person’s financial background. It also provides present and past addresses, current and past employers, and verifies and identifies users of the social security number provided.

Social Security
Trace
This search verifies the Social Security number provided is valid, the person/people associated with the number, current and past addresses, and current and past employers.

Drug Testing
A-Check is a full service, turnkey national drug-testing administrator. Their program includes the analytical testing services of over 35 of the finest certified laboratories. They utilize Quest Diagnostics and LabCorp (Laboratory 








 

 

City Council 24 – 34 6/20/2023
20 APPLEONE EMPLOYMENT SERVICES, RFP RESPONSE
USE OR DISCLOSURE OF DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE RESTRICTION ON THE TITLE PAGE OF THIS PROPOSAL.

Corporation of America) Patient Service Centers (collection sites) and Laboratories as well as collection facilities and laboratories of Concentra and U.S. Healthworks.

A-Check can generally provide in-network collection facilities within a 25-mile radius of our clients’ locations. They work closely with clients and make every effort to incorporate facilities already established within their network of clinics and hospitals, if one exists. If an in-network site is unavailable or not within a reasonable distance, then a third party (out-of-network) facility will be established. When a third party collection facility must be set up for remote offices outside of the 30-mile radius.

A-Check can set up an account with any collection facility and/or lab a client chooses. However, they are able to offer large discounts by utilizing in-network collection facilities and laboratories, and are able to offer electronic self-scheduling if clients use our in-network partners. Their collection and lab partners are the largest and most trusted in the nation, so it is likely that the client is already using them. A-Check’s drug screening programs aid in protecting our clients from the negative effects of substance abuse. Their Occupational Health Screening services help ensure candidates are fit for duty. Services are available for regulated and non-regulated industries.

A-Check performs 5-, 10-, and 12-panel urinalysis tests utilizing EMIT (Enzyme Multiple Immunoassay Test), performed by their laboratory partners along with Adulteration Testing via PH, Specific Gravity, and Creatinine; GC/MS (Gas Chromatography/ Mass Spectrometry) Confirmation Testing, and Medical Review Officer review of results. They also administer Saliva Testing, Hair Testing, and BAT (Breath Alcohol Testing). Their network of medical services providers and collection facilities allow A-Check to support complex drug screening program.

NON D.O.T 10-Panel
Drug Screening
This includes screening for ten (10) categories of drugs including Amphetamines, Barbiturates, Benzodiazepines, Cocaine, Marijuana (THC), Methadone, Methaqualone, Opiates, Phencyclidine (PCP) and Propoxyphene.

NON D.O.T 10-Panel
Plus Extended Opiates
Drug Screening
This includes screening for ten (10) categories of drugs including Amphetamines, Barbiturates, Benzodiazepines, Cocaine, Marijuana (THC), Methadone, Methaqualone, Opiates, Phencyclidine (PCP), Propoxyphene and Extended Opiates.

Negative results are returned in 24 hours after the specimen is received by the SAMHSA-certified lab and positive results (non-negative) are usually returned in 48 to 72 hours after the specimen is received by the SAMHSAcertified lab.

AppleOne invests in the best tools and
processes to provide the highest standards in
talent screening and benchmarking. We are
ISO 9001:2015 and Department of Homeland
Security ICE IMAGE certified to ensure a
thorough and consistent evaluation process,
which includes extensive interviews with
each applicant using behavioral-evaluation
techniques. Our staff invest the extra time to
learn an individual’s aspirations, talents, skill
level, experience, preferred work
environment, and other variables such as
work styles, allowing the applicant to be
placed in the position best-suited to their
personality and skill set.









 

 

City Council 24 – 35 6/20/2023
21 APPLEONE EMPLOYMENT SERVICES, RFP RESPONSE
USE OR DISCLOSURE OF DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE RESTRICTION ON THE TITLE PAGE OF THIS PROPOSAL.

Personnel profiles are created for every candidate entered into our OA system. As part of our standard Job Order process, specific thresholds and requirements can be set, including basic qualifications, to evaluate and determine a candidate’s disposition at every step of the requisition process.

Reference Checks
AppleOne’s policy regarding reference checks is to acquire at least two (2) positive references from each employee’s most recent employers. AppleOne will verify a professional reference by seeking answers to predetermined questions including information on communication skills, work attitude, professionalism and punctuality. This information will be obtained through a phone interview with a former supervisor or personnel department. If requested, AppleOne can also submit a Work Performance Evaluation form to prior employers to get a more detailed reference profile. The form can be customized to meet District requirements.

In addition to references, successful candidates must have also:
x Completed and signed all required pre-employment paperwork, including our “Best Foot Forward” agreement, confidentiality and arbitration agreement, and our background investigation consent form x Provided all required I-9 documentation
x Favorable in-person interviews with our branch team members x Have passed any required skills tests with scores acceptable to the City Structured Interview
AppleOne conducts an interview with each candidate to determine their needs, desires and goals, as well as to determine if they are right for our clients. Taking advantage of the expertise gained from more than 59 years in the staffing industry, AppleOne developed a structured interview guide to assist staffing managers and recruiters in conducting focused interviews with each candidate to eliminate nonproductive processes.

The structured interview guide was designed to identify how well a candidate effectively performs as an AppleOne employee. The interview guide asks questions related to the applicant’s work history, interpersonal and team skills, creative problem solving, professionalism, and communication skills. The applicant’s responses help us assess how they have responded in past work situations. Questions are framed in this way because research has shown that past work behavior is one of the best predictors of future work behavior. f. References
Please see references included on the Attachment B – References form.

Cost Proposal
Please see pricing included on the Attachment G – Cost Proposal form. 








 

 

City Council 24 – 36 6/20/2023
22 APPLEONE EMPLOYMENT SERVICES, RFP RESPONSE
USE OR DISCLOSURE OF DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE RESTRICTION ON THE TITLE PAGE OF THIS PROPOSAL.

VII. Certifications (Attachments)
Please see the required certifications and forms on the following pages.

VIII. References
Please see references included on the Attachment B – References form. 








 

 

City Council 24 – 37 6/20/2023









 

 

City Council 24 – 38 6/20/2023

CITY OF SANTA ANA
List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications.

REFERENCE
Customer Name:_________________________Contact Individual: ____________________________ Address: ________________________________Phone Number:
_______________________________ EMAIL: ____________________________________ Contract Amount: ________________________Year: ______________________________________ Description of supplies, equipment, or services provided:
__________________________________________________________________________________

REFERENCE
Customer Name:_________________________Contact Individual: ____________________________ Address: ________________________________Phone Number:
_______________________________ EMAIL: ____________________________________ Contract Amount: ________________________Year: ______________________________________ Description of supplies, equipment, or services provided:
__________________________________________________________________________________

REFERENCE
Customer Name:_________________________Contact Individual: ____________________________ Address: ________________________________Phone Number:
_______________________________ EMAIL: ____________________________________ Contract Amount: ________________________Year: ______________________________________ Description of supplies, equipment, or services provided:

THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.

PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.

ATTACHMENT B

REFERENCES
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City Council 24 – 48 6/20/2023

CONSULTANT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND
CATHYJON ENTERPRISES, INC. DBA HB STAFFING FOR ON-CALL TEMPORARY

STAFFING SERVICES
THIS AGREEMENT is made and entered into on this 20th day of June, 2023 by and between CATHYJON ENTERPRISES, INC. dba HB Staffing ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. On April 19, 2023 the City issues a Request for Proposal (“RFP”) No. 23-051, by which it desired to retain a Consultant having special skill and knowledge in the field of temporary employee staffing services on an on-call basis for the City’s Human Resources Department.

B. Consultant submitted a responsive proposal that was among those selected by the City.

Consultant represents that it is able and willing to provide such services described in the scope of work that was included in the RFP No. 23-051.

C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
Consultant shall perform the services that were described in the scope of work included in the RFP No. 23-051, during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in “Scope of Services - Exhibit A”, attached hereto and incorporated by reference, and as further described in Consultant’s Proposal, attached hereto an incorporated herein by this reference as “Consultant’s Proposal - Exhibit B”.

2. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Consultant’s Fee Proposal, which is attached hereto and fully incorporated herein by this reference as “Compensation - Exhibit C”. Consultant is one of eight (8) separate consultants selected to provide services on an on-call basis under RFP No. 23-051. The total compensation for services provided by all consultants selected under RFP No. 23-051 shall not exceed the shared aggregate amount of $2,000,000.00 during the term of this Agreement, including any extension periods, as set forth in Section 3, below. b. Payment by City shall be made within forty-five (45) days following receipt of proper City Council 24 – 49 6/20/2023

invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. c. Notwithstanding any contrary terms contained within Consultant’s Fee Proposal, Consultant’s fees shall not exceed 3% annually over the term of this Agreement, including any extension periods, unless directly affected by Prevailing Wage laws.

3. TERM
This Agreement shall commence on July 1, 2023 and end on June 30, 2026 for an initial three-year term, with the option for the City to grant up to two, one-year extensions exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below.

4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement.

Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

6. INSURANCE
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with City Council 24 – 50 6/20/2023

the performance of the work hereunder and the results of that work by the Consultant, its agents, representatives, employees or subconsultants.
a. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has secured all insurance required under this Section. b. Insurance coverage shall be at least as broad as:
(i) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
(ii) Automobile Liability: Insurance Services Office (“ISO”) Form Number CA 00 01 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000.00 per accident for bodily injury and property damage. (iii) Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000.00 per accident for bodily injury or disease.
(iv) Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $1,000,000.00 per occurrence or claim, $2,000,000.00 aggregate. (v) If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. c. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
(i) Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations.

City Council 24 – 51 6/20/2023

General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
(ii) Primary Coverage. For any claims related to this contract, the Consultant’s insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or selfinsurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
(iii)Notice of Cancellation. Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. (iv)Waiver of Subrogation. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
(v) Self-Insured Retentions. Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
(vi)Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the City. (vii) Verification of Coverage. Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

City Council 24 – 52 6/20/2023

(viii) Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subconsultants, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement.

9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement.

City Council 24 – 53 6/20/2023

10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City.

11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

City Council 24 – 54 6/20/2023

14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultant and/or consultants retained by City.

15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and City Council 24 – 55 6/20/2023

in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

To City:

Jennifer L. Hall
City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:

Jason Motsick
Executive Director of Human Resources
City of Santa Ana
20 Civic Center Plaza
P.O. Box 1988
Santa Ana, California 92702
To Consultant:

A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

Jonathan Paul
Vice President/GM of Government Solutions
Cathyjon Enterprises, Inc. DBA HB Staffing
7711 Center Ave, Suite 670
Huntington Beach, CA 92647
Fax: 650-241-1385
City Council 24 – 56 6/20/2023

20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA
JENNIFER L. HALL KRISTINE RIDGE
City Clerk City Manager
APPROVED AS TO FORM: CONSULTANT:

SONIA R. CARVALHO
City Attorney
By:

JONATHAN T. MARTINEZ
Assistant City Attorney
RECOMMENDED FOR APPROVAL:

JASON MOTSICK
Executive Director
Human Resources Department

JONATHAN PAUL
Vice President/GM of Government Solutions
6/5/2023
City Council 24 – 57 6/20/2023

EXHIBIT A

SCOPE OF SERVICES
City Council 24 – 58 6/20/2023

CITY OF SANTA ANA
Contractor shall provide services as set forth below:

A. GENERAL CONTRACTOR REQUIREMENTS

1. Contractor shall provide a comprehensive catalog of clerical, office, accounting, other related administrative support service and professional options to the City.

2. Contractor must also agree to:
a. Provide appropriate methods to match the City’s needs within the specified time frames; b. Coordinate all schedule work dates with City at least one business day before the start of assignment;
c. Provide a detailed proposal and invoice, according to the specifications prescribed by the City department; and
d. Ensure the following criteria prior to recommending any temporary worker for placement at the City:
 Work authorization has been obtained and is current for individuals referred to the City for assignment via Form I-9, Employment Eligibility Verification.  Live Scan fingerprinting and/ or background check have been processed, completed and passed (if requested by the City) .
 Selected temporary worker(s) recommended for an assignment meet all essential job function and minimum qualification requirements for the various types of services.  Typing speed of the selected temporary worker is at least 30 wpm, and Microsoft Office abilities have been tested and are met with positive results as required.  Contractor conducts due diligence employment verification/references of the temporary worker selected for an assignment to verify positive work history.  The selected temporary worker is bilingual in English and Spanish or Vietnamese when required for the assignment.
 Verifies that temporary worker is not a retired annuitant of the California Public Employees’ Retirement System (CalPERS).

3. Contractor shall not impose a temporary to permanent placement fee. It is not applicable for temporary workers that are hired by the City through the competititve recruitment process, regardless of introduction or assignment by Contractor. Direct hire placement is only applicable for direct hire placement requests or if a temporary worker was hired without a competitive recruitment process.

EXHIBIT I

SCOPE OF SERVICES
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CITY OF SANTA ANA
B. SPECIFICATIONS/ SCOPE OF SERVICES

1. The City of Santa Ana Human Resources Department shall contact the Contractor for temporary services and provide the title and any special skills or experience required. Certain positions may require bilingual skills. Contractor shall provide temporary worker(s) as required and approved by City departments to work at the various City of Santa Ana department locations.

2. The Contractor will compare job requirements with worker qualifications and will email resume(s) and test results of temporary workers as requested.

3. The Contractor will follow up with the City within two (2) hours to provide name(s) for City approval. a. If Contractor is unable to locate a qualified candidate within four (4) hours of the initial request, the City reserves the right to contact other temporary agencies for placement.

4. Once a candidate is selected, and the hourly pay rate has been agreed upon, Contractor shall provide the City with a detailed proposal to include the specific job description, the hourly pay rate for the temporary worker, and the mark-up rate. The City shall then review and sign the proposal if approved.

5. All invoices must include:
a. Agreement number;
b. Requesting City Department
c. Department Contact Name / Requester Name
d. Candidate Name
e. Hourly pay rate and mark-up rate
f. Dates of assignment duration
g. Total hours worked during duration of assignment

6. Contractor shall provide temporary workers who have the skills required for the assignment.

7. At the City’s discretion, City reserves the right to immediately end a temporary worker’s assignment if work performed is substandard, attendance is poor, or for other business related reasons.

8. Contractor shall remove any temporary worker from assignment upon the City’s request; at the specified time and date. Contractor shall provide replacement temporary worker if required by City.

9. Contractor shall be responsible for all decisions concerning matters of hiring; firing; discipline; payroll practices; and employee benefits such as vacation, sick, and other leave benefits.

Temporary workers provided by the agency shall be considered employees of the agency and shall in no sense be considered employees or agents of the City.

10. Contractor shall be responsible for communication with temporary workers with respect to their duties as they are employees of the Contractor.

11. Contractor must provide City with testing resources for regular status positions as requested.

These services shall be provided at the rates set forth in Cost Proposal Form, ATTACHMENT G.

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CITY OF SANTA ANA

12. Individual temporary workers are not permitted to work more than 960 hours in any fiscal year period (July 1 – June 30). Contractor is solely responsible for tracking hours worked by all temporary workers, and to notify the Department contact and the Human Resources Department within 30 working days of any temporary worker reaching the limit of 960 hours.

13. Contractor must comply with all applicable local, state, and federal laws and regulations, including California Assembly Bill 1028 (effective January 1, 2012) and CalPERS rules regarding CalPERS Retired Annuitants, whether formerly employed by the City or other public agency employers subscribing to CalPERS. Contractor must also ensure that no employee provided under this agreement would need to be reinstated to CalPERS employment or considered to be in violation of the retirement law or otherwise in unlawful employment as a result of their work at the City prior to assigning any temporary worker to any City request.

C. SERVICE CATEGORIES
Please note the service categories listed in this document are provided for purposes of this RFP and should not be construed as a detailed description of the tasks to be performed but rather a broad general outline.

1. General Administrative Office Support
Temporary Administrative Support role (e.g., Administrative Assistant and Office Specialist) is responsible for but not limited to: opening and routing mail, answering telephones, providing customer service at public counters, drafting general correspondence, preparing minutes of meetings, may operate computer, and other administrative duties assigned.

2. Executive/Senior Administrative Office Support
In addition to the tasks required of General Administrative Office Support, temporary Executive/ Senior Administrative Office Support Roles perform highly responsible secretarial and routine administrative duties in the office of the City Manager, City Attorney, or reports directly to an Executive team member with a higher level of professionalism and experience.

3. Professional Accounting and Financial Administrative Support Temporary Accounting Support role is responsible for but not limited to reconciling accounting records; preparing accounting reports and budgets; reviewing and verifying payroll documents and compliance documents for completeness, correct pay rate and reasonableness; producing reported work hours summary reports; posting accounting entries; summarizing accounting records; accepting and processing invoice payments.

Temporary professional accountant is responsible for but not limited to accounting duties requiring the application of accounting principles and practices.

4. Legal Secretary / Paralegal Support
Temporary Legal Secretary Support roles perform a variety of complex and responsible legal secretarial and clerical work involving specialized legal terminology, documents and procedures; processes legal papers and documents in accordance with established procedures and formats; and performs confidential secretarial and minor legal procedures for one or more attorneys, as assigned, including maintaining court and appointment calendars.

5. Other Technical and Professional Classifications as Determined City Council 24 – 61 6/20/2023

CITY OF SANTA ANA
Other technical and professional classification(s) relevant to city operations in which the Contractor may possess placement experience, such as human resources administration, building permit or plan check services, housing or job placement eligibility, facilities or vehicle maintenance, etc. City classification specifications can be found and defined on the City’s job description site: https://www.governmentjobs.com/careers/santaana/classspecs.

D. SERVICE UTILIZATION REPORTS
Contractor must provide to the City’s Human Resources Department the following reporting in Excel format:

1. Quarterly Reports which include at minimum:
a. Number of temporary workers hired under this contract; b. Number of hours worked per temporary staff during reporting period, by name; c. Number of hours worked per classification citywide;
d. Department to which temporary worker was assigned;
e. Billing rate for each temporary worker
f. Sum per criteria above

2. Annual Report which includes grand totals of each of the criteria included in Quarterly Reports and listed above.

City Council 24 – 62 6/20/2023

EXHIBIT B
CONSULTANT’S PROPOSAL
City Council 24 – 63 6/20/2023
City of Santa Ana
Temporary Staffing Services
RFP #23-051
PREPARED BY CATHYJON ENTERPRISES, INC. DBA HB STAFFING
April 19, 2023
PRIMARY CONTACT :

Megan Ignacio, General Manager
7711 Center Ave, Suite 670
Huntington Beach, CA 92647
Main Number: (714) 960-2800
Direct Number: (657) 660-4116
Fax: (650) 241-1385
Email: [email protected]
City Council 24 – 64 6/20/2023

1. Statement of Qualifications (SOQ)
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Table of Contents

1. Statement of Qualifications (SOQ) 2
Table of Contents 3
a. Cover Letter 4
b. Services Provided 5
Interviewing and Selection 5
Standardized Assessment Process 5
Training and Support Services 5
Sick Leave Policy and Costs 5
Ongoing Quality Assurance 6
Performance Issues and Preventing Service Disruptions 6 Reporting 6
HB Staffing Temporary Employee Benefits 6
Equal Employment Opportunity Employer 7
Orientation and Training 7
Customized Orientation 7
Specialized Skills Training 7
c. Agreement Statement 7
d. Firm and Team Experience 8
Firm Description 8
Experience 8
Team Resumes 9
e. Proposed Work Plan 10
i. Anticipated Approach 10
Recruitment 10
Interviewing and Qualifying 11
ii. Suggestions or special concerns 11
iii. Description of deliverables and implementation plan 11 Onboarding 11
Ongoing Quality Assurance 12
Attachment A: Proposer’s Certification and Proposal Item Pricing 13 Attachment B: References 14

2. Cost Proposal 21
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a. Cover Letter
April 19, 2023
Lori Schnaider, Operations Manager
City of Santa Ana – Human Resources Department
20 Civic Center Plaza
Santa Ana, CA 92701
Subject: Response to RFP #23-051: Temporary Staffing Services Dear Lori Schnaider,
Thank you for the opportunity to provide the City of Santa Ana (“the City”) with a customized proposal, outlining our detailed service capabilities in response to RFP #23-051 for Temporary Staffing Services upon request to support for specialty areas that will include, but are not limited to, Accountant, Accounting Assistant, Legal Secretary, Office Specialist, Paralegal, Receptionist, and Secretary.

We will demonstrate in our proposal why CathyJon Enterprises, Inc., DBA HB Staffing (a subsidiary of Array Corporation) can offer the best value and quality service while providing temporary personnel in conformance with contract requirements. HB Staffing is very qualified in providing Temporary Staffing Services and has ample experience with numerous cities, counties, districts, local authorities, and federal organizations. As a Minority-Owned Business, we are confident that our extensive experience within the specific classifications requested, financial capability, and quality staffing performance throughout the past twenty-two (22) years will prove us to be a qualified bidder for the City. Our delivery of reliable service will ensure good faith, quality performance on this contract.

HB Staffing’s proposer and primary contact person during the proposal process is Megan Ignacio, General Manager. She can be reached via phone at (657) 660-4116, email at [email protected], or fax at (657) 660-4116 from our corporate address of 7711 Center Avenue, Suite 670, Huntington Beach, CA 92647.

There are no events foreseen that could impede our ability to fulfill this contract. HB Staffing will not work with subcontractors on this contract, and we do not have any arrangements, formal or informal, with any other party that might interfere with our ability to provide independent and unbiased advice and assistance under this RFP. In addition, HB Staffing is a financially stable DE C-Corporation, with a strong positive cash flow. We have not defaulted on any of our contracts. In fact, we have sustained steady growth at 10-30% per year for the past four years.

We look forward to supporting the City of Santa Ana’s mission to "deliver efficient public services in partnership with our community which ensures public safety, a prosperous economic environment, opportunities for our youth, and a high quality of life for residents." HB Staffing stands ready to deliver an exceptional experience as we accommodate the name’s requirements and requests.

I, Jonathan Paul, certify that I am authorized to legally bind CathyJon Enterprises, Inc. DBA HB Staffing, to a contract resulting from RFP #23-051 Temporary Staffing Services and that this proposal, with the total fixed price contained therein, shall remain firm for a period of one hundred eighty days (180) after the proposal closing date. I acknowledge all addenda. 4/19/23
_________________________________________________________________________________________________________ Signature: Jonathan Paul, Vice President/GM of Government Solutions Date Prepared on 4/19/2023 by HB Staffing for the City of Santa Ana Temporary Staffing Services - RFP #23-051 4 of 23
City Council 24 – 67 6/20/2023
b. Services Provided
HB Staffing is highly qualified in providing Temporary Staffing Services and has ample experience with numerous cities, counties, districts, local authorities, and federal organizations. Our experience enables us to find and place qualified candidates quickly. We have the systems in place to have a candidate onsite in as little as 2-4 hours following the client’s request. We have proven time and again that we can bring our recruiting methodology to markets where we have a limited candidate pool and supply a highly qualified group of candidates that exceed our client’s expectations.

HB Staffing trains temporary employees to be prepared for their assignments on Day 1. We ensure that our staff is educated on the City’s procedures, fully prepped and trained to perform their assigned jobs, and professional in appearance.

Interviewing and Selection
In interviewing potential candidates, we understand that we need to find people who have both the hard and soft skills to perform the job successfully. We match hard skills with those technology/software skills that contribute to successful placements.

Recruiting best practices today include anticipating the City’s needs and executing a recruitment and candidate screening campaign from the beginning of the award to identify and onboard highly qualified candidates relevant to the City’s requirements.

Our process is to identify 3-7 plausible candidates for each position that we are given the privilege to fill.

While only one will be hired, the resumes and contact information of the remaining prospects are added to the database as immediate consideration for future vacancies. Should the City face another vacancy, a potential back-fill becomes immediately available.

Our sourcing and recruiting staff is highly skilled and experienced in identifying the key skill and experience components to select the most qualified employees that the City will require.

Standardized Assessment Process
HB Staffing uses a “Quantum Gut Evaluation Rubric” to assess a candidate’s skills, aptitudes, mindset, and expertise. Our recruitment team builds a comprehensive and thorough Quantum Gut Rubric based on the details of the job description and the preferred skills and aptitudes of the hiring manager. We ask the same questions of each candidate to minimize bias in our interview process.

Training and Support Services
HB Staffing provides mandatory Sexual Harassment Prevention Training to every employee. HB Staffing temporary employees will be provided with customized training to best prepare them to report for work assignments at the City and be successful. Vetted HB Staffing temporary employees will participate in a mandatory orientation customized to the City’s workplace culture.

Sick Leave Policy and Costs
HB Staffing follows the mandated minimum California State requirements for sick leave, and we also follow the sick leave policy per the County/City policies. Temporary workers earn sick pay hours at the rate of one hour per every 30 hours they work. Eligible sick leave is tracked, but we use a lump-sum system which means they receive the full hours once they reach eligibility. After 90 days of employment, workers become eligible to use the accrued sick leave hours and may use up to 24 hours of sick leave per calendar year. Temporary workers may carry over unused hours into the next year. All of this is at no cost to the client.

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Ongoing Quality Assurance
Quality assurance is a corporate-level matter at HB staffing. As a minority-owned business, corporate support consists of Project Support, Employee Customer Service, and Quality Control. General Manager, Megan Ignacio, will act as the uniting person in this structure, providing the overall administration and coordination while maintaining lines of communication between HB Staffing and the City’s project personnel. The purpose of quality assurance is to both prevent, as well as provide a simple, convenient approach to resolving problems. HB Staffing Key Personnel will be available to the City on a daily basis, giving us the flexibility to respond quickly to the City’s questions and requests. We will provide the City with direct phone lines, fax numbers, and email addresses for all team members.

Our prime objective is to ensure that the City receives the highest quality of service throughout the life of the contract; thus, all HB Staffing Team members are held accountable for quality assurance efforts right up to General Manager, Megan Ignacio, who is readily available 24/7 to answer any of the City's questions and concerns.

Performance Issues and Preventing Service Disruptions
In the event that any personnel placed by HB Staffing must be released for any reason, as per the City’s request, we will not charge the City for the temporary employee’s first four (4) hours of employment. After consulting with the City, we will replace the employee immediately with a qualified, vetted substitute utilizing our “Two on the Bench” policy - for every qualified candidate we place, we have two vetted, equally qualified temporary employees on standby, ready to hit the ground running.

Reporting
HB Staffing uses a robust and customizable staffing software called Ultra-Staff EDGE Applicant, Client, and Employee Tracking System, which is fully capable of integrating the latest in data security, including cloud storage. Our Team will use this system’s features to collect, maintain, track, and report all payroll, invoicing, and expense data and provide required reports.

Ultra-Staff's cutting-edge system capabilities would complement the partnership between the City and HB Staffing. Through Ultra-Staff EDGE, the City would be given a Client Portal and an Employee Portal.

Some of the key features include the ability to place job orders, receive candidate submissions, view employees, review past orders; review, modify and approve employee time entry (can be done 24/7 at your convenience); and view open/paid invoices.

In addition to the City having access, all temporary employees will use Ultra-Staff EDGE to input their hours, which allows the City and HB staffing to view their hours worked. This user-friendly system makes timecards easy, accessible, and trackable.

Additionally, Ultra-Staff EDGE generates consolidated management reports, including a weekly or monthly listing of all temporary employee hours worked and employment terminations. Reports can be customized in a variety of formats (including DOC, PDF, XLS, and CSV) for the City and are available on any periodic basis requested. We have Team Associates who can walk through Ultra-Staff EDGE training with users if needed. If a client chooses another option on time/attendance (such as manual timecards), we can accommodate.

HB Staffing Temporary Employee Benefits
HB Staffing values the most important part of our business: our temporary workers. One of our primary methods of reducing turnover is our comprehensive benefits package, which underscores and supports our commitment to retaining HB Staffing employees:
● Competitive wages determined by careful analysis of the local labor market. ● Medical coverage
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● Paid holidays after meeting the 1000-hour eligibility threshold in a calendar year ● 401 (k) Retirement Benefits
● $100 referral bonuses
Equal Employment Opportunity Employer
As an Equal Opportunity Employer, HB Staffing is committed to a strong diversity and inclusion policy.

Our diversity initiatives are not limited to our practices and policies on recruitment and selection; compensation and benefits; professional development and training; promotions; transfers; and terminations. We pursue the ongoing development of work environments built on the premise of gender and diversity equity that encourage and enforce respect within all work cultures that we staff.

Our Minority-Owned Business does not discriminate against nor tolerate from our clients discrimination of candidates/employees based on race, creed, color, age, gender, religion, national origin, marital status, sexual orientation, veteran status, or any other protected categories under federal, state, and local ordinances. We take these issues seriously. Complaints are thoroughly investigated, with appropriate actions taken to resolve the situation. We will recruit, select and place candidates based on qualifications, competencies, and merit. This policy encompasses all aspects of the employment relationship, including application and initial employment, job assignment, selection for training opportunities, and salary/benefits.

Orientation and Training
HB Staffing’s employee training for their positions with the City is two-fold: we provide a customized orientation, specific to the City job assignment; and we have specialized training in over 100 different subject areas designed to improve our employee’s skills, when necessary.

Customized Orientation
HB Staffing temporary employees will be provided with customized training to best prepare them to report for work assignments at the City and be successful. Vetted HB Staffing temporary employees will participate in a mandatory orientation customized to the City’s workplace culture.

Specialized Skills Training
Our parent company, Array, is a training and technology innovator which specializes in workforce skill/value enrichment. These unique technologies and training are aimed at supporting/increasing client production and satisfaction through a more skilled and motivated workforce.

Over the next several months, we will begin rolling out our training program to all temporary employees.

HB Staffing temporary employees will have access to hundreds of training videos and PowerPoints aimed at creating well-rounded and experienced employees. In addition, our employees will have access to training throughout the whole time working with HB Staffing for any further growth. We believe that training is vital because it enhances performance, boosts productivity, and reduces employee turnover.

We shall pay our employees for any time spent taking synchronous training and for any approved 3rd party training. There is no limit to the amount of training that they're allowed to take and be compensated for. These costs shall not be transferred to the City; however, the City shall benefit from our highly-trained workforce.
c. Agreement Statement
HB Staffing concurs with all provisions as contained in EXHIBIT II.

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d. Firm and Team Experience
Firm Description
CathyJon Enterprises, Inc., DBA HB Staffing was founded in April 2000 by staffing industry veterans Cathy Volpe and Jonathan Paul. Over its 22-year history, HB Staffing has dedicated its energies and resources to providing the highest level of service. We embrace an innovative and diverse company culture to meet the ever-changing temporary staffing demands of our clients and our employees.

HB Staffing’s cultural commitment to exceptional client services and employee betterment is inspired and enhanced by our parent company, Array Corporation, which acquired HB Staffing in October 2021. Array Corporation is a Silicon-valley based company focused on revolutionizing how labor is bought, sold, and delivered to enable universal access to the American Dream. HB Staffing operates independently with proven successful past performance and now enjoys the training and technology support afforded by an exceptional industry innovator.

Since its inception, HB Staffing has placed thousands of talented individuals with over 1,000 businesses and government organizations. Currently, HB Staffing has 47 active public agency contracts. HB Staffing has ample experience providing services to numerous cities, counties, districts, local authorities, and federal organizations. Our core classification specialties are administration/office, accounting, professional (i.e., legal, insurance, HR), IT, manufacturing and assembly, events, and customer service & retail. Today, HB Staffing continues to be managed day-to-day by Megan Ignacio, our General Manager.

Our dedicated internal Team of 17 places thousands of temporary personnel each year. Our nearest address serving the City of Santa Ana is our corporate office in Huntington Beach, California. We have additional offices in the Cities of Redlands and San Diego.

Experience
HB Staffing has been providing temporary staffing for 22 years; over the past 12 years, we have served dozens of public agency clients. The needs of each agency are unique, and we have the flexibility and depth of knowledge to respond accordingly. We bring in the experienced staff necessary to ensure that each client relationship receives maximum support. Our experience includes but is not limited to: Working with centralized and decentralized agencies; Assisting clients in ensuring that temporary employee assignment limits are followed; Adhering to hiring rules related to former employees and/or public pension participants; Working with dozens of departments within a single agency; Staffing a wide range of job classifications; and Engaging in high-volume recruitment to successfully meet agency needs.

HB Staffing was awarded the temporary staffing contract with the City of Santa in 2018 to ensure consistent availability for on-call employees as needed. Qualified, vetted employees have been placed in the following roles: Accountant; Accounting Assistant; Admin Assistant; Executive Secretary; Housing Specialist; HR Analyst; Legal Secretary; Maintenance Technician; Office Assistant; Office Specialist; Part-time Mailroom Clerk; Receptionist; Senior Accountant Assistant; Senior Admin Assistant; Store Clerk In addition, we have extensive past and current experience with public agency clients. Notably, we were chosen to be the PRIME contractor for the County of San Diego, CA, and staff approximately 50 departments within the County because of our excellent reputation for outstanding service and delivery.

Our recruitment team focuses on providing exceptional customer service to counties, cities, authorities, districts, and federal departments. These are a few examples of the clients we serve:

1. Cities such as Santa Ana (since 2018), Huntington Beach (since 2010), Newport Beach (since 2015), Anaheim (since 2016), Irvine (since 2018), Murrieta (since 2018), California City (since 2018), Moreno Valley (since 2019), West Hollywood (since 2020), Redwood City (since 2020), Park City (UT) (since 2020), Redmond (WA) (since 2020), Encinitas (2021), Tucson (AZ) (since 2021), Board of Election Commissioners for the City of Chicago (IL) (since 2022), and Glendale (AZ) (since 2022), among others — providing services including general and multilingual clerical, Prepared on 4/19/2023 by HB Staffing for the City of Santa Ana Temporary Staffing Services - RFP #23-051 8 of 23
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supervisory clerical, maintenance, utility workers, labor, accounting/finance, customer service, permit technicians, and IT personnel as well as payroll and direct hire services.

2. Counties such as County of San Diego (since 2017), County of Los Angeles Registrar - Recorder / County Clerk (since 2019), County of Riverside, ROV (since 2019), County of San Diego ROV (since 2020), County of Monterey (since 2021), County of San Bernardino ROV (since 2021) County of Frederick (MD) (since 2022) County of Placer (since 2022), County of Napa (since 2022), and County of Yolo (since 2022), among others — providing services including administrative, clerical, data entry, warehouse/general labor, stock clerks, accounting/finance, medical unit clerks, patient services representatives, investigative aides, and technical IT support services, in addition to other support personnel, including election support.

3. Districts such as Midway City Sanitary District (since 2007), Orange County Sanitation District (since 2018), Metropolitan Water District (since 2018), North County Transit District (since 2019), and South Coast Air Quality Management District (since 2020), among others — providing services including clerical, administrative, accounting, IT, customer service, marketing, and air quality instrument technician personnel.

HB Staffing’s proposer and primary contact person during the proposal process is Megan Ignacio, General Manager. She can be reached via phone at (657) 660-4116, email at [email protected], or fax at (657) 660-4116 from our corporate address of 7711 Center Avenue, Suite 670, Huntington Beach, CA 92647.

Team Resumes
Megan Ignacio, General Manager | (657) 660-4116 | [email protected] Role with the City: General Manager (GM) and Project Manager (PM) Qualifications: In addition to experience serving HB Staffing as General Manager, Megan spent one (1) year at HB Staffing as HR Operations Coordinator in our Operations and Management department and two (2) years as our Public Agency Account Manager overseeing all our government accounts. Her perspective on projects is two-fold, stemming from her comprehensive understanding of the operations side and her adeptness in meeting the recruitment needs on the client side. Megan oversees the whole company and is tasked with overseeing daily business activities, improving overall business functions, training heads of departments, managing budgets, developing strategic plans, creating policies, and communicating business goals.

Experience: Megan used to oversee all the recruiters at HB Staffing and now oversees the whole company, so she has experience with all our past projects. Megan is the project manager on county contracts, including the County of Los Angeles, Riverside, Orange, and San Diego; many municipal contracts, including, but not limited to, West Hollywood, Redwood City, and Moreno Valley; as well as district and authority contracts. She is also the Project Manager for our contract with the California Secretary of State, Department of ROV.

Education and Credentials: With a Bachelor of Science in Human Resources from California State University, Long Beach, Megan also earned her Certified Staffing Professional (CSP) certification from the American Staffing Association.

Cristia Kish, Government Account Manager | 925-239-2522 | [email protected] Role with the City: Government Account Manager
Qualifications: Prior to joining the HB Staffing team as Government Account Manager, Cristia worked for four (4) years as an Account Manager and Recruiter for Experis and has another four (4) years as Resource Manager and Resource Development Manager. Cristia’s job as Government Account Manager is to serve as the liaison between HB Staffing and our clients. Her core priority is addressing customers' needs and concerns as quickly and effectively as possible. Cristia works in lockstep with Megan and Paige to ensure that the contract is being followed and that our client's goals are met.

Experience: Cristia is the account manager for all of HB Staffing’s Public Agency clients.

Education and Credentials: Cristia has a Bachelor of Science in Business focusing on Human Resources Administration.

Paige McAllister, Director of Recruiting | (909) 490-4796 | [email protected] Prepared on 4/19/2023 by HB Staffing for the City of Santa Ana Temporary Staffing Services - RFP #23-051 9 of 23
City Council 24 – 72 6/20/2023
Role with the City: Alternate Project Manager (APM) and Director of Recruiting Qualifications: Before becoming Director of Recruiting, Paige began as a Recruiting Assistant, and rose through the ranks to Recruiter/Account Manager to Recruiting Manager/Account Manager finally to Director of Recruiting. Paige oversees all the recruiters at HB Staffing. She will be the main contact for job orders by phone, email, or fax, handling the details involved in understanding each order, along with distribution.

Experience: Paige is the project manager on contracts including the City of Moreno Valley, Housing Authority of San Bernardino County, Omnitrans, City of Murrieta, San Bernardino County Transit Authority, County of Riverside, and County of San Diego.

Education and Credentials: Paige is currently completing her Associate in Business Administration from San Bernardino Valley College.

Heather Robertson, Talent Engagement Manager | (909) 284-5183 | [email protected] Role with the City: Key Liaison for Talent Management
Qualifications: Heather brings over 15 years of customer service and management experience to her job as Talent Engagement Manager. She is responsible for developing talent by assisting them with acquiring skills when necessary and coaching them in their career paths. Prior to her current role, she worked as an account manager and recruiter at HB Staffing. Before that she worked for years as a Manager of a pharmacy and at a retail store.

Experience: Heather has extensive experience working with HB Staffing clients in recruiting qualified candidates, as well as managing the overall relationship. She builds excellent rapport with employees to ensure career growth for them, as well as a positive experience for our clients.

Alex Rendon, Payroll Specialist | (657) 660-3508 | [email protected] Role with the City: Point of Contact for Operations
Qualifications: Prior to working at HB Staffing, Alex worked for four (4) years as a Tech Consultant, Recruiter, and HR Specialist. Alex first joined the HB Staffing team as a recruiter before being promoted to the role of Payroll Specialist. His experience working on the recruitment team has allowed him to excel in the Operations department with the knowledge he has of the front-office processes. Through this two-fold understanding of both operations and recruitment, he has shown himself to be a huge asset to our team by maintaining an A-level professional service to applicants, candidates, employees, clients and vendors by phone, email, or face to face. Alex is responsible for payroll, weekly invoicing, and handling accounts receivable activities; he also supervises and executes AR and Collections functions for public agency accounts. Alex has hands in every department ensuring that everything is running smoothly and efficiently within HB Staffing.

Experience: Manage all daily clients operations: payroll, billing, contract compliance.

Education and Credentials: Alex has a Bachelors of Arts degree in Psychology from the University of California, Riverside and a CTE Certificate in Human Resource Management from Cerritos College. e. Proposed Work Plan
i. Anticipated Approach
Our goal is to facilitate the smooth transition of appropriately screened and credentialed temporary employees into your workplaces. Our project plan is conducted via the following processes:

Recruitment

1. Recruitment Campaign — Our team will implement the recruitment plan based on information from the kick-off meeting, City’s job category descriptions, and scope of work. We will recruit and attract relevant qualified personnel that can meet City-centered job-related work experience, skills, stability, location, and education prerequisites. We stay connected to the job force in and around the City, utilizing local job developers to assist in recruiting potential candidates.

2. Sourcing Candidates — HB Staffing recruiters will conduct an initial search within our database of over 8,000 vetted candidates. Our search efforts are enhanced by utilizing key talent portals such as Indeed, ZipRecruiter, and Craigslist, in addition to posting job offerings on our website and social Prepared on 4/19/2023 by HB Staffing for the City of Santa Ana Temporary Staffing Services - RFP #23-051 10 of 23
City Council 24 – 73 6/20/2023
media sites (Facebook and LinkedIn). We will expand search efforts using cutting-edge technological tools (i.e., Hiretual) to quickly and accurately source talent through key talent portals. We will also source community resources weekly, targeting colleges, non-profit organizations, trade groups, online communities, job boards, job fairs, and community and local charity events.

3. Pre-Screening Interviews — HB Staffing recruiters will schedule and conduct pre-screening interviews to determine qualifications, interest, and availability. In addition, recruiters will determine the fit and relevance to the City’s needs when determining the applicant’s availability.

4. Applicant Tracking — When a candidate is new to our system, our Recruiters will onboard them into our pool of candidates within our Ultra-Staff EDGE database. All candidates are onboarded into our system for future opportunities, regardless of whether or not they fit a specific job category.

Interviewing and Qualifying

1. Gut Rubric — HB Staffing uses a “Quantum Gut Evaluation Rubric” to assess a candidate’s skills, aptitudes, mindset, and expertise. Our recruitment team builds a comprehensive and thorough Quantum Gut Rubric based on the details of the job description and the preferred skills and aptitudes of the hiring manager.

2. Interviewing — The finest available candidates undergo a rigorous vetting process designed to assess each work history and performance on the job. Our Recruitment Team uses the Gut Rubric to ask the same questions of each candidate to minimize bias in our interview process. Applicants participate in a thorough behavioral interview in order to determine if they are suitable for a position with the City. In interviewing potential candidates, we understand that we need to find people who have both the hard and soft skills to perform the job successfully. We match hard skills with those technology/software skills that contribute to successful placements.

3. Skills Assessments — Applicants who pass pre-screening will complete an online application and various skills assessments tailored to each position through PreValuate. With many assessments to choose from, should the City require a specific or elevated software proficiency, HB Staffing is more than willing to offer that assessment at no charge to the City. Test results, interview notes, credentials, and references are entered into our Ultra-Staff EDGE database.

4. Submitting Candidates to the City — Once our candidates have been fully screened by our recruiters, we will send resumes of the best-fit candidates to the City. We will ensure that, if the City wishes to conduct an interview, we will coordinate and prepare all the candidate(s) for the interview.

Our process is to identify 3-7 plausible candidates for each position that we are given the privilege to fill. While only one will be hired, the resumes and contact information of the remaining prospects are added to the database as immediate consideration for future vacancies. Should the City be faced with another vacancy, a potential backfill becomes immediately available. ii. Suggestions or special concerns
HB Staffing has no suggestions or special concerns.
iii. Description of deliverables and implementation plan Onboarding

1. Efficient Forms — The HB Staffing Recruitment Team uses Efficient Forms, a cloud-based employee application, paperless onboarding, and compliance software solution. This is state-specific and customizable to ensure that all required onboarding and candidate requirements are completed per the City’s guidelines. All employees complete State and Federal Tax forms, Company Policies, I-9, and e-verify through this system.

2. Background Checks — HB Staffing conducts a comprehensive background using Checkr, which provides a full background check for each county our temporary employee has lived in: ensuring zero felonies, sex offense charges, and misdemeanors within seven (7) years from the date of an assignment request. Per the City’s requirement, HB Staffing will also provide drug testing. We use Concentra as the primary vendor to administer drug screens to applicants. The results of these tests Prepared on 4/19/2023 by HB Staffing for the City of Santa Ana Temporary Staffing Services - RFP #23-051 11 of 23
City Council 24 – 74 6/20/2023
are posted on a dashboard that is accessible by HB Staffing’s recruitment team. Refusal to be tested for drugs or alcohol will be treated the same as a positive test result.

3. Job Start Confirmation — Our team will send a job start confirmation to the employee that includes the employee handbook, job expectations, and a customized orientation. Our team will also send the job start confirmation to the City.

Ongoing Quality Assurance

1. First Day of Assignment — On the first day of the assignment, a member of the Recruitment Team will follow up with the City’s hiring manager and our HB Staffing temporary employee to ensure everything proceeds smoothly.

2. Employee Quality Assurance Phone Calls — Our Recruitment Team makes ‘quality assurance’ phone calls to the employees to ensure that they are satisfied and productive. During these calls, our team will verify that job progress is per the City’s requirements.

3. Quality Assurance Phone Calls — Our Project Manager or Account Manager will make ‘quality assurance’ phone calls to the City (as permitted) to ensure that job progress is positive. We have a proactive approach when it comes to concerns. Whenever the City expresses a concern, we counsel our employees immediately, log this into their records and provide ongoing support and follow-up with the City to quickly resolve the problem.

4. Quality Assurance Meetings — Our team will meet with the City on a semi-annual to annual basis (or as often as agreed upon) to ensure ongoing satisfaction. We will work with the City to set internal goals that meet project standards, assess management strategies, and suggest ideas to potentially improve the City project outcome.

5. Service Disruption Prevention Processes — In the event that any personnel placed by HB Staffing must be released for any reason, as per the City’s request, we will not charge the City for the temporary employee’s first four (4) hours of employment. After consulting with the City, we will replace the employee immediately with a qualified, vetted substitute utilizing our “Two on the Bench” policy - for every qualified candidate we place, we have two vetted, equally qualified temporary employees on standby, ready to hit the ground running.

Prepared on 4/19/2023 by HB Staffing for the City of Santa Ana Temporary Staffing Services - RFP #23-051 12 of 23
City Council 24 – 75 6/20/2023
VII. Certifications (Attachments)
Prepared on 4/19/2023 by HB Staffing for the City of Santa Ana Temporary Staffing Services - RFP #23-051 13 of 23
City Council 24 – 76 6/20/2023

CITY OF SANTA ANA
Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit I) and am qualified to provide services being requested as specified herein. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal.

PROPOSER’S STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the Request for Proposals. Upon request, I will transfer and deliver goods or services to the City in accordance with said terms and conditions.
__________________________________________________________________________________

LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS
__________________________________________________________________________________

BUSINESS ADDRESS
__________________________________________________________________________________

PRINTED NAME OF AUTHORIZED AGENT TITLE
__________________________________________________________________________________

SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS
__________________________________________________________________________________

FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IFAPPLICABLE)
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.

PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.

ATTACHMENT A
PROPOSER’S CERTIFICATION, PROPOSAL PRICING
CathyJon Enterprises, Inc. DBA HB Staffing p: (714) 960-2800 f: (650) 241-1385 7711 Center Ave, Suite 670, Huntington Beach, CA 92647
Jonathan Paul Vice President/GM of Government Solutions [email protected]
33-0907010 N/A
14 of 23
City Council 24 – 77 6/20/2023

CITY OF SANTA ANA
List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications.

REFERENCE
Customer Name:_________________________Contact Individual: ____________________________ Address: ________________________________Phone Number:
_______________________________ EMAIL: ____________________________________ Contract Amount: ________________________Year: ______________________________________ Description of supplies, equipment, or services provided:
__________________________________________________________________________________

REFERENCE
Customer Name:_________________________Contact Individual: ____________________________ Address: ________________________________Phone Number:
_______________________________ EMAIL: ____________________________________ Contract Amount: ________________________Year: ______________________________________ Description of supplies, equipment, or services provided:
__________________________________________________________________________________

REFERENCE
Customer Name:_________________________Contact Individual: ____________________________ Address: ________________________________Phone Number:
_______________________________ EMAIL: ____________________________________ Contract Amount: ________________________Year: ______________________________________ Description of supplies, equipment, or services provided:

THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.

PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.

ATTACHMENT B

REFERENCES
City of Santa Ana, CA
605 West Santa Ana Boulevard, Building #20
Santa Ana, CA 92701
Cindi Sangenito, Executive HR Secretary
(714) 647-5374
[email protected]
2018 - 2021, with two (2) 1-year options
Supplier of temporary clerical and administrative personnel City of Anaheim, CA
201 South Anaheim Boulevard
Anaheim, CA 92805
Luz Flores, Principal Human Resources Analyst
(714) 765-4572
[email protected]
2016 - 2020; re-awarded 2020 - 2021, with a 2-year option Supplier of temporary clerical, administrative, accounting, customer service, and housing personnel City of Huntington Beach, CA
2000 Main Street
Huntington Beach, CA 92648
Debbie Gilbert, Senior Administrative Analyst
(714) 374-1643
[email protected]
Ongoing business since 2005
Supplier of temporary clerical and administrative personnel, as well as payroll only services $400,000 annually
$200,000 annually
Services are as-needed
15 of 23
City Council 24 – 78 6/20/2023

CITY OF SANTA ANA
Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto.

Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City’s legal holidays), or the funds, check, draft, or proposer’s bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds, check drafts, or proposer’s bond substituted in lieu thereof shall be returned to the undersigned.

Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed.

All terms contained in the specifications, the certification of nondiscrimination by contractors, and the required insurance certificates are to be incorporated by reference into this agreement and are made specifically as part of this RFP.

Signed and Printed Name: ______________________________________________________________ Title ________________________________________________________________________________ Date
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.

PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.

ATTACHMENT C
PROPOSER’S STATEMENT
Firm_____H _
B __St_a_ff_i _n _g ___________________________________________________________________ Jonathan Paul
Vice President/GM of Government Solutions
4/19/23
16 of 23 City Council 24 – 79 6/20/2023

CITY OF SANTA ANA

ATTACHMENT D

NON-COLLUSION AFFIDAVIT
(Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA
In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal.

Note: The above non-collusion affidavit is part of the proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this non-collusion affidavit. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution.

Signed
-�,
State otdzli/imu. County of �(l_,,
_ ,
Sub,scribed,?{ld svyorn to (or affirmed) before me on this /( day of f£11 / , 20.Q_, by ( � //tJt,,U, L , proved to me on the basis of satisfactory evid ce to be the person(s) who appeared before me.
1 -�
••••••eeoee
BETH FA,>$ I
< ff •. Notor1 Public • Cal1fornfa :
� s�-· · , Orange County �
r� �. Comm,mo�, 1)S9445 l ""'Y Corrrn. E.(J1-�\ Ja,. J. 2026 cu (ff�-<tZ- t:J'"'Wlfl- •eNotary Public Seal
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.

PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.

City Council 24 – 80 6/20/202317 of 23
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate
is attached, and not the truthfulness, accuracy, or
validity of that document.

State of California
County of _O_RA_NG_E ___ _
Subscribed and sworn to (or affirmed) before me on this _11 ___ day of APRIL , 20 23 , by _JO_N_P_A_U_L _____ _
------------------------'
proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.
(Seal) "Signatur�_�_a-_u ____ _
18 of 23
City Council 24 – 81 6/20/2023

CITY OF SANTA ANA
The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly.

Signed:

THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.

PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.

ATTACHMENT E

NON-LOBBYING CERTIFICATION
Title: Vice President/GM of Government Solutions
Firm: CathyJon Enterprises, Inc. DBA HB Staffing
Date: 4/19/23
19 of 23
City Council 24 – 82 6/20/2023

CITY OF SANTA ANA
The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows:

1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.

3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers’ representatives of the Consultant’s commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders.

1. In the event of the Consultant’s non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law.

2. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract

ATTACHMENT F

NON-DISCRIMINATION CERTIFICATION
20 of 23
City Council 24 – 83 6/20/2023

CITY OF SANTA ANA
or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States.

8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter.

Signed:

Title:

Firm:

Date:

THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.

PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.

Vice President/GM of Government Solutions
CathyJon Enterprises, Inc. DBA HB Staffing
4/19/23
21 of 23
City Council 24 – 84 6/20/2023

EXHIBIT C

COMPENSATION
Consultant’s Fee Proposal including hourly rates if applicable City Council 24 – 85 6/20/2023

CITY OF SANTA ANA
FOR EVALUATION PURPOSES, THE FOLLOWING PROPOSAL PRICING MUST BE BASED ON THE CITY’S ASSUMED 9/80 WORK SCHEDULE AND DETAILED CRITERIA AS SPECIFIED HEREIN. ALL RATES PROPOSED MUST BE INCLUSIVE OF ALL APPLICABLE TAXES, LABOR, BUSINESS EXPENSES, ETC. ADD

AS MANY ADDITIONAL ROW(S) FOR ADDITIONAL CLASSIFICATION(S) FOR CONSIDERATION FOR INCLUSION IN YOUR RESPONSE, AS STATED IN SECTION C. SERVICE CATEGORIES, SUBSECTION 5.

OTHER TECHNICAL AND PROFESSIONAL CLASSIFICATIONS AS DETERMINED. LIST CLASSIFICATIONS IN ALPHABETICAL ORDER.

Temp-to-perm placement fee is not applicable for temporary workers that are hired by the City through the competititve recruitment process, regardless of introduction or assignment by Contractor. Direct hire placement is only applicable for direct hire placement requests or if a temporary worker was hired without a competitive recruitment process. Please

CITY OF SANTA
ANA

CLASSIFICATION

PRICING
Hourly Pay
Rate
Min Bill Rate Max Bill Rate Mark-up Overtime
Bill Rate
Overtime
Mark-up
Accountant
$ $ $ % $ %
Accounting Assistant
$ $ $ % $ %
Legal Secretary
$ $ $ % $ %
Office Specialist
$ $ $ % $ %
Paralegal
$ $ $ % $ %
Receptionist
$ $ $ % $ %
Secretary
$ $ $ % $ %
Provide markup percentage rate agency will utilize to negotiate prices for positions not listed above.
%

DIRECT HIRE PLACEMENT
Direct Hire Lump Sum Fee
(Please Explain Below)
$ ____

ATTACHMENT G

COST PROPOSAL FORM

31.00-$34.00

24.00-$28.00

25.00-$29.00

17.00-$19.00

29.00-$32.00

21.00-$24.00

23.50-$27.00

45.26 35.04

36.50 24.82

42.34 30.66

34.31 49.64

40.88 42.34

27.74 46.72

35.04 39.42
46 46
46 46
46 46
46 46
46 46
46 46
46 46
46 20% of the first year's salary

67.89-$74.46

52.56-$61.32

54.75-$63.51

37.23-$41.61

63.51-$70.08

45.99-$52.56

51.47-$59.13
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City Council 24 – 86 6/20/2023