HomeMy WebLinkAboutPYRAMID GROUP INTERNATIONAL, INC.iSJRANCE NOT ON FILE N-2020-130
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®" 401� I J -7 `neAGREEMENT TO PREPARE REQUEST FOR PROPOSAL FOR THE
V6L -q � PROVISION OF DIGITAL BILLBOARDS AND RELATED SERVICES
THIS AGREEMENT is made and entered into this 4--Ihh day of August 420 by and between
Pyramid Group hitcrnat nn&k4W' ("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. The City desires to retain a consultant to prepare a Request for Proposal for the
selection of a qualified business entity to design, construct, maintain, and operate
digital billboards at freeway locations and streets within the City, and to perform a
related feasibility study.
B. Consultant represents that it is able and willing to provide such services to the City.
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 described in the scope of work that is attached as
Exhibit A.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services
under this Agreement, the rates and charges identified in Exhibit A. The-totatt sum
to be expended under the term of this Agreement, including any extension periods,
shall not exceed-$49,940. This amount is comprised of the (1) base sum of $47,740
and (2) a contingency in the amount of $2,200 for additional services at: the City's
sole direction.
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 and Scope of Work, which may reasonably be
expected by City.
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N-2020-130
MEMORANDUM
To: Kristine Ridge Date
City Manager
Nabil Saba, Executive Director
From: Public Works Agency
Subject: Pyramid Group International Agreement
August 4, 2020
The Public Works Agency requests approval and execution of the attached agreement with
Pyramid Group International for preparation of a Request for Proposal for the selection of a
qualified business entity to design, construct, maintain, and operate digital billboards at freeway
locations and streets within the City, and to perform a related feasibility study, for a one-year period
beginning August 17, 2020, and expiring on August 16, 2021, with provisions for a one-year
extension exercisable by the City Manager and City Attorney, for a total agreement amount of
$49,940, which includes the base sum of $47,740 and a contingency of $2,200, subject to
nonsubstantive changes approved by the City Manager and City Attorney.
Funds for this agreement are available in the Public Works Agency, Administrative Services,
Contract Services -Professional account.
3. TERM
This Agreement shall commence on the date first written above and remain—inieffect4era
period of one, -year, unless terminated earlier in accordance with Section 17, below. The term may
be extended for one 1-year period upon a writing executed by the City Manager and City Attorney.
4. PREVAILING WAGES
Consultant is aware of the requirements of California Labor Code Section 1720, et seq.,
and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq.,
("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the
performance of other requirements on "public works" and "maintenance" projects. If the services
being performed are part of an applicable "public works" or "maintenance" project, as defined by
the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to
fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the
City, its elected officials, officers, employees and agents free and harmless from any claim or
liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
5. 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.
6. 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.
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7. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain
and shall require its subconsultants, if any, to obtain and maintain insurance as described below:
a. Coiunercial GenerahLiability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not
be limited to protection against claims arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any
act or occurrence arising out of Consultant's operations in the performance of this
Agreement, including, without limitation, acts involving vehicles. The amounts
of insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
volunteers and representatives as additional insured(s); (b) be primary with
respect to insurance or self-insurance programs maintained by the City; and (c)
contain standard separation of insureds provisions.
b. Business automobile liability insurance; or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hied and non -owned automobiles.
C. -ma's Compensation lnsurancas In accordance with the California Labor Code,
Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to
commencing the performance of the work under this Agreement, Consultant agrees
to obtain and maintain any employer's liability insurance with limits not less than
$1,000,000 per accident.
d. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
(iii) Certificates and policies shall state that the policies shall not be cancelled
or reduced in coverage or changed in any other material aspect, by
Consultant, without thirty (30) days prior written notice to the City.
(iv) Consultant shall supply City with a fully executed additional insured
endorsement.
Page 3 of 8
f. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to forthwith terminate this Agreement. Such termination shall not affect
Consultant's right to be paid for its time and materials expended prior to notification
of termination. Consultant waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the
City.
8. 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 or its subcontractors, agents, employees, or other persons
acting on their 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 indera nity shall be limited, to the extent required by Civil Code Section
2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the Consultant.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend, indemnify and hold harmless the City, its officers, agents,
representatives, and employees against any and all liability, including costs, and attorney's fees,
for infringement of any United States' letters patent, trademark, or copyright contained in the work
product or documents provided by Consultant to the City pursuant to this Agreement.
10. 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
Page 4 of 8
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.
11. 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.
12. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interest and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
13. 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: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714- 647-6956
Executive Director
Public Works Agency
Page 5 of 8
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, CA 92702
To Consultant: Pyramid Group International
25771 Rapid Falls Road
Laguna Hills, CA 92653
Attn: Najib Saadeh
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
timeframes, weekends, federal, state, County or City holidays shall be excluded.
14. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant regarding the subject matter herein, 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 are not embodied herein.
15. 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.
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
Page 6 of 8
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. TERNIINATION
This Agreement may be ternunated 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 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.
18. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, relation, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities or in connection with any activities 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.
19. 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.
20. 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 obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
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N-2020-130
21. 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 Agreernent the date and year first
above written.
ATTEST:
isy Gomez „
Clerk of the Council —
APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
By: �-f
J&fnn M. Funk
Assistant City Attorney
RECOMMENDED FOR APPROVAL
Nabil Saba
Executive Director
Public Works Agency
CITY OF SANTA ANA
Kristine Ridge
City Manager
CONSULTANT
Name:
Title: '?re j �Q
Page 8 of 8
EXHIBIT A
City of Santa Ana, California
Proposal for RFP Preparation and Bidder Selection - Digital Billboard
Construction, Maintenance and Management
Prepared for Mr. Nabil Saba, PE
Executive Director
Public Works Agency
20 Civic Center Plaza M-21
Santa Ana, CA 92702
Prepared by Najib Saadeh
Founder/President
Pyramid Group International
Office: 949.280.4903
Email: nsaadeh pp, r� amidgroupinternational.com
www.pyramidgrOLIpiiiternational.com
Pyramid Group International, Inc.
Pyramid Group International, Inc.
Introduction Letter
July 27, 2020
Mr. Nabil Saba, PE
Executive Director
Public Works Agency
20 Civic Center Plaza, M-21
Santa Ana, CA 92702
Mr. Saba,
Pyramid Group International (PGI) is pleased to submit this proposal for assisting the City of
Santa (City) in developing a Request for Proposal (RFP) for the selection of a provider of
digital billboards.
It is our understanding that the City intends to select an outdoor advertising company to
design, construct, maintain and operate digital billboards at freeway locations and on streets
within the City. The selected company will also prepare a feasibility study to assess the
optimal number of locations along freeways (Interstate 5/State Route 22 and State Route
55) and City streets. In addition to freeway and street locations, the City is requesting that
the selected outdoor advertising company provide continuous bus stop and bus shelter
advertisement and maintenance service.
PGI is prepared and qualified to assist the City with the above described project and,
specifically, with the following scope of work items:
• Preparation of Request for Proposal
• Bidders meeting and response evaluation
• Recommendation for the selection of a bidder
• Management, meetings and presentations
PGI appreciates the opportunity to submit this proposal and we look forward to working
with the City on this project. If you have any questions, please feel free to contact me directly
by phone (949.280.4903) or by email(nsaadehPl2yramidgroupinertnationsl.com).
Sincerely,
Najib Saadeh
President/Founder of PGI
6" Pyramid Group International, Inc.
Scope of Services
Task 1. RFP Preparation
PGI will prepare a Request for Proposal (RFP) to select an outdoor advertising company to
design, construct, maintain and operate digital billboards at locations adjacent to freeway and
within the City. The RPF will also include the request for the preparation of a feasibility study to
assess the optimal number of locations along freeways (Interstate 5/State Route 22 and State
Route 55) and City streets and the business model the most advantageous to the City. In addition
to freeway and street locations, the RFP will include a request to provide continuous bus stop
and bus shelter advertisement and maintenance service. More specifically, the RFP will include
the following sections:
1. Notice of RFP and invitation to submit a proposal.
2. Conditions of submission of proposal.
3. A detailed description of the scope of the requested work.
4. Possible locations of signs.
S. Request for a feasibility study to determine:
a. The business model the most advantageous to the City.
b. The optimal number of locations along freeways (Interstate 5/State Route 22
and State Route 55) and City streets to:
i. Maximize revenue to City.
ii. Service to community.
6. Specifications for proposed digital billboards.
7. Business terms (meeting minimum requirement).
8. Submission requirements.
9. Conditions for submission of proposal.
10. Acceptance or rejection of proposal (with the statement that the City reserves the right
to select the successful proposal and negotiate a contract).
11. Licensing requirements.
12. Insurance requirements.
13. Clauses addressing the following topics:
a. Right to change or amend request.
b. Cancellation clause (with the City reserving the right to rescind award of the
contract at any time before execution of the contract).
c. Examination of proposal materials.
d. Addenda and interpretation.
e. Disqualification (causes for disqualifying a proposer without further
consideration).
f. Indemnifying, protecting, and holding the City harmless.
g. Award (City's right to select the successful proposer and to negotiate terms of a
contract).
h. Confidentiality.
Pyramid Group International, Inc.
Task 2. Bidder's Meeting and Response Evaluation
After the release of the RFP, PGI will support the City in conducting a bidder's meeting and
answering questions from interested parties. PGI will prepare the presentation for the meeting.
At the close of the RFP process, PGI will work with the City to evaluate responses to the RFP. PGI
will develop a matrix to assist the City in selecting bidders offering the most benefits to the City,
including identification of bidders offering services and business models that are best aligned
with the City's goals and objectives. PGI will make recommendations to the City on which of the
bidders should be granted the project.
Task 3. Agreement Negotiations
PGI will assist the City by overseeing contract negotiations with up to two selected proposer(s)
to ensure that terms are in line with best practice and are beneficial to City. PGI will also review
the resultant contract with the selected outdoor advertising company to ensure that the agreed -
on terms are consistent with the discussions during the contract negotiations.
PGI will not assess the terms of agreement for legality since this is the role of the City legal
counsel. Instead, the assessment by PGI will be solely to ensure that the City is getting what was
presented in the RFP response and agreed on with the selected proposer.
Task4. Management, Meetings and Presentations
PGI will meet regularly with the City to discuss the status of the project, major milestones, and
deliverables as well as to ensure alignment on project goals. PGI will be available to the City for
up to two onsite meetings/presentations.
Cost
The cost presented by PGI is based on a rate of $220 per hour and PGI's services would be billed
in hourly increments. Because of the proximity of PGFs offices to Santa Ana, travel costs are
minimal and therefore neglectable. The cost for proposed scope of work is presented below per
task.
Task No.
Task Description
Hours
Total
1
RFP Preparation
80
$17,600
2
Bidder's Meeting and Response Evaluation
40
$8,800
3
Agreement Negotiations
36
$7,920
4
Management, Meetings and Presentations
60
$13,200
Total: $47,740
PGI would bill the City monthly. Invoices are payable on net 45 payment terms from the day of
invoice. If additional services are required beyond those stated in the scope of work, PGI would
first seek City's approval prior to performing any additional work and would bill on an hourly
basis.
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Pyramid Group International, Inc.
Laguna Hills, California
ToDate: August 28, 2020
City of Santa Ana
Risk Management Division
20 Civic Center Plaza, 4th Floor
Santa Ana CA 92702
Dear Sir or Madam,
The purpose of this letter is to confirm
First, I would like to inform you that Pyramid Group International, Inc. (PGI) is a one-person company
withonly one person as its member.As a result, PGI does not have any other employees besides myself
and I am not a licensed professional. Furthermore, I have no plans to grow PGI but if this changes, I would
inform the City of Santa Ana and would acquire insurance coverage that would satisfy the City of Santa
Lastly, PGI does not own any vehicles and does not plan on purchasing, hiring or using any vehicle for the
upcoming project with the City of Santa Ana which consistsof preparing a request for proposal (RFP)for
new billboards along adjacent freeways.
Please feel free to contact me if you have any questions. I can be reached by phone (949.280.4903) or by
email (nsaadeh@pyramidgroupinternational.com).
Thank you,
Najib Saadeh
President, Pyramid Group International, Inc.