PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION — ATTORNEY WORK PRODUCT
SUBJECT TO LITIGATION HOLD — DO NOT DESTROY OR ALTER ANY DOCUMENTS OR DATA DESCRIBED HEREIN
MEMORANDUM
FROM: James Underwood, Lead Associate, Labor & Employment Calderwood & Harkness LLP 633 West Fifth Street, Suite 4400 Los Angeles, California 90071
TO:
Priya Nandakumar, General Counsel, Vantage Mobility Systems Corp. Sandra Olsen, Vice President of Human Resources, Vantage Mobility Systems Corp. Marcus Gutierrez, Fontana Plant Manager, Vantage Mobility Systems Corp.
DATE: August 5, 2025
RE: Litigation Hold Notice — Gloria Reyes, individually and on behalf of all others similarly situated, and on behalf of the State of California v. Vantage Mobility Systems Corp., Case No. CIVSB-2025-04781, Superior Court of California, County of San Bernardino
C&H MATTER NO.: 1007-00004
I. PURPOSE AND LEGAL OBLIGATION
Calderwood & Harkness LLP represents Vantage Mobility Systems Corp. ("Vantage" or "VMS") in the above-referenced putative class action and representative action brought under the California Private Attorneys General Act ("PAGA"), Labor Code Section 2698 et seq. The action was filed on August 1, 2025, in the Superior Court of California, County of San Bernardino, and has been assigned Case No. CIVSB-2025-04781. The complaint was filed by Nakamura Lozano & Pratt LLP, with lead counsel Victor Lozano and associate Michelle Tran appearing on behalf of named plaintiff Gloria Reyes, a former Production Associate (Trim Line B) at VMS's manufacturing facility located at 11780 Cherry Avenue, Fontana, California 92337 (the "Fontana Plant"). Vantage was served with the summons and complaint on August 12, 2025, via its registered agent, CT Agents, Inc., in Sacramento, California.
The purpose of this memorandum is to impose an immediate and mandatory litigation hold on all documents and electronically stored information ("ESI") that are or may be relevant to this litigation. This memorandum constitutes formal notice of VMS's obligation to identify, locate, and preserve all such materials. The hold described herein is effective immediately and applies to every individual and department identified in this memorandum.
Under both California and federal law, a party has an affirmative duty to preserve potentially relevant evidence once litigation is reasonably anticipated or has commenced. See, e.g., New Westvale Partners LLC, Inc. v. Superior Court, 168 Cal. App. 4th 1403, 1431 (2008); Camberwell & Co. v. Northgate & Co. Elecs. Co., 881 F. Supp. 2d 1132, 1136 (N.D. Cal. 2012). In this matter, VMS's preservation duty arose no later than May 22, 2025, when the PAGA notice (LWDA No. LWDA-CM-2025-831447) was served on Vantage and filed with the California Labor & Workforce Development Agency ("LWDA"). The duty was further confirmed on August 1, 2025, when the complaint was filed and formally initiated this litigation. From the date of the earlier trigger forward, VMS has been and remains under a continuing obligation to preserve all potentially relevant evidence.
Failure to preserve relevant documents and ESI may result in severe consequences, including but not limited to: (a) spoliation sanctions; (b) adverse inference instructions permitting the jury to presume that destroyed or altered evidence was unfavorable to VMS; (c) issue sanctions or terminating sanctions; (d) monetary penalties; and (e) other court-imposed consequences. The court may also consider a party's preservation conduct when evaluating motions for class certification, motions in limine, and other dispositive or pretrial motions. These risks are not theoretical—California courts have imposed significant sanctions in wage-and-hour class actions where employers failed to implement or enforce litigation holds.
This litigation hold supersedes any and all existing document retention and destruction policies, including routine email purging schedules, automated backup tape recycling, periodic destruction of inactive personnel files, and any other scheduled or ad hoc document destruction practices. Any such policies must be suspended immediately with respect to all categories of documents and ESI described in this memorandum. The hold remains in full force and effect until it is expressly lifted in writing by Calderwood & Harkness LLP. No individual at VMS is authorized to modify, narrow, or release this hold without prior written approval from this firm.
Please read this memorandum carefully and in its entirety. If you have any questions about the scope of this hold, the categories of materials to be preserved, or the procedures described below, contact me or Devon Archer at Calderwood & Harkness LLP immediately. Do not wait to seek clarification—when in doubt, preserve.
II. SUMMARY OF THE LITIGATION
To provide context for the scope of the litigation hold, the following is a summary of the key factual and legal allegations in the complaint.
A. Named Plaintiff and Employment History
Named plaintiff Gloria Reyes was employed as a non-exempt, hourly Production Associate assigned to Trim Line B at the Fontana Plant. Ms. Reyes was employed by VMS from March 12, 2021 through January 19, 2025, working the second shift (2:00 PM – 10:30 PM). Her hourly wage at the time of her separation from employment was $22.75 per hour. The complaint does not specify the circumstances of Ms. Reyes's separation, although she is identified as a "former" employee. Her personnel file, timekeeping records, payroll data, and all other employment-related documents are subject to immediate preservation, as described further below.
B. Putative Class and Scope
The complaint alleges systematic failure by VMS to provide compliant meal and rest periods to non-exempt hourly employees at the Fontana Plant. The complaint defines the putative class as all current and former non-exempt hourly employees of VMS at the Fontana Plant during the applicable class period. According to the complaint, this encompasses approximately 1,450 current and 2,100 former non-exempt hourly employees, for a total of approximately 3,550 putative class members.
The proposed class period spans from August 4, 2021 through the date of trial, reflecting the four-year lookback period available under California Business and Professions Code Section 17200. The PAGA representative claim carries a separate one-year lookback period, running from approximately May 22, 2024, through the present.
C. Causes of Action
The complaint asserts seven causes of action:
1. First Cause of Action — Meal Period Violations (Cal. Lab. Code §§ 226.7, 512): Alleging that VMS failed to provide lawful, uninterrupted, duty-free meal periods of not less than thirty (30) minutes for shifts exceeding five (5) hours, and failed to provide second meal periods for shifts exceeding ten (10) hours.
2. Second Cause of Action — Rest Period Violations (Cal. Lab. Code § 226.7): Alleging that VMS failed to authorize and permit compliant ten (10)-minute rest periods for every four (4) hours of work or major fraction thereof.
3. Third Cause of Action — Unpaid Wages (Cal. Lab. Code §§ 204, 1194): Alleging that VMS's time-rounding policy and auto-deduction practices resulted in the systematic underpayment of wages owed to class members.
4. Fourth Cause of Action — Inaccurate Wage Statements (Cal. Lab. Code § 226): Alleging that wage statements issued to class members did not accurately reflect all hours worked, all wages earned, or all applicable deductions, in violation of the itemized wage statement requirements.
5. Fifth Cause of Action — Waiting Time Penalties (Cal. Lab. Code § 203): Alleging that VMS willfully failed to pay all wages due to employees upon separation from employment.
6. Sixth Cause of Action — Unfair Competition (Cal. Bus. & Prof. Code § 17200 et seq.): Alleging that the meal and rest break violations, wage underpayments, and other Labor Code violations constitute unlawful, unfair, or fraudulent business practices.
7. Seventh Cause of Action — PAGA Penalties (Cal. Lab. Code § 2698 et seq.): Seeking civil penalties on behalf of the State of California and all aggrieved employees for each of the underlying Labor Code violations described above.
D. Central Factual Allegations
The complaint is centered on three primary factual allegations that drive each of the seven causes of action:
(a) Automatic Meal Period Deduction. The complaint alleges that VMS's ApexTime 6.2 electronic timekeeping system was configured to automatically deduct thirty (30) minutes from each employee's daily time record for a meal period, regardless of whether the employee actually took a full, uninterrupted, duty-free meal break. The complaint further alleges that this auto-deduction feature was in place from at least January 2020 through approximately March 15, 2024, when it was deactivated and replaced with a manual clock-out/clock-in requirement for meal periods.
(b) Rest Break Denials During Surge Production. The complaint alleges that during "surge" production periods—when production lines operated at accelerated speeds or extended schedules to meet order deadlines—rest breaks were routinely shortened, delayed, or denied entirely. The complaint specifically alleges that supervisors and shift leads on multiple production lines directed employees to remain at their workstations during rest periods or cut rest periods short.
(c) Time-Rounding Policy. The complaint alleges that VMS applied a time-rounding policy that rounded employee clock-in and clock-out times to the nearest six-minute (0.1 hour) increment. The complaint contends that over time, this rounding policy operated systematically to the disadvantage of employees, resulting in the underpayment of wages earned for time actually worked.
E. Estimated Exposure
Based on our preliminary assessment of the complaint's allegations, the number of putative class members, and the applicable statutory penalties and damages, the estimated aggregate exposure in this matter is as follows:
• Maximum theoretical exposure: Approximately $65 million, assuming class certification, liability on all claims, full statutory penalties under PAGA, and recovery of waiting time penalties for all separated employees.
• Realistic settlement range: Approximately $8.5 million to $18.7 million, based on our review of comparable settlements in California wage-and-hour class actions involving meal and rest break claims against manufacturing employers with similarly sized putative classes.
These figures are preliminary and subject to revision as discovery progresses and additional information becomes available. Given the magnitude of the potential exposure, preservation of all relevant evidence is of the utmost importance.
III. SCOPE OF LITIGATION HOLD — PERSONS SUBJECT TO HOLD
The following individuals and categories of individuals are subject to this litigation hold and are required to preserve all documents and ESI within their possession, custody, or control that fall within the categories described in Section IV below.
A. Primary Custodians
The following individuals are designated as primary custodians whose documents and ESI will be collected, reviewed, and potentially produced in discovery. Each primary custodian must take immediate steps to identify and preserve all relevant materials:
1. Priya Nandakumar, General Counsel, Vantage Mobility Systems Corp.
2. Sandra Olsen, Vice President of Human Resources, Vantage Mobility Systems Corp.
3. Marcus Gutierrez, Fontana Plant Manager, Vantage Mobility Systems Corp.
4. All production line supervisors and shift leads on all six production lines at the Fontana Plant, for both the first shift (5:00 AM – 1:30 PM) and the second shift (2:00 PM – 10:30 PM). The six production lines are:
• Body Line A
• Body Line B
• Trim Line A
• Trim Line B
• Paint
• Final Assembly/QC
Marcus Gutierrez is directed to provide Calderwood & Harkness LLP with a complete roster of all current and former supervisors and shift leads who served in those roles at any time from August 4, 2021 through the present, no later than August 8, 2025.
5. All HR department staff at the Fontana Plant responsible for timekeeping administration, payroll processing, employee discipline, and policy implementation. This includes, but is not limited to, HR generalists, HR coordinators, payroll clerks, and benefits administrators assigned to the Fontana Plant during the relevant period.
6. All IT personnel responsible for maintaining, administering, configuring, or supporting the ApexTime 6.2 timekeeping system at the Fontana Plant, including any IT administrators who had system-level access to modify configuration settings, rounding rules, or auto-deduction parameters.
B. Third-Party Custodians
In addition to VMS personnel, the following third-party entities and individuals may possess relevant documents and ESI that must be preserved:
1. Apex Workforce Solutions, Inc., located at 8500 Shoal Creek Boulevard, Suite 200, Austin, Texas 78757. Apex is the vendor and host of the ApexTime 6.2 electronic timekeeping and payroll platform used by VMS at the Fontana Plant. Apex maintains time-punch data, system configuration records, audit logs, and related data on its servers and/or cloud infrastructure. Calderwood & Harkness LLP will prepare and send a formal preservation letter to Apex Workforce Solutions, Inc. directing it to preserve all data related to VMS's Fontana Plant from January 2020 through the present. In the interim, VMS IT personnel are directed to contact Apex's account representative for the VMS account and provide preliminary notice that no data—including time-punch records, configuration data, audit logs, and backup files—may be purged, overwritten, migrated, or altered until further notice.
2. Any other external payroll service providers, HR consulting firms, staffing agencies, or third-party administrators who handled, processed, or maintained employee time data, payroll data, or compensation records for non-exempt hourly employees at the Fontana Plant during the period from August 4, 2021 through the present. If VMS utilized any such providers during the relevant period, Sandra Olsen and Priya Nandakumar are directed to identify those providers to Calderwood & Harkness LLP immediately so that appropriate preservation notices may be issued.
C. Named Plaintiff's Records
All personnel and employment records for the named plaintiff, Gloria Reyes, must be preserved in their entirety. This includes, without limitation, all files maintained under her Employee ID number and all records related to her employment at the Fontana Plant from March 12, 2021 through January 19, 2025. No records pertaining to Ms. Reyes may be destroyed, purged, or modified under any circumstances. A complete copy of Ms. Reyes's personnel file should be pulled, preserved, and provided to Calderwood & Harkness LLP no later than August 12, 2025.
IV. CATEGORIES OF DOCUMENTS AND ESI TO BE PRESERVED
The litigation hold applies to all documents and ESI—whether in paper or electronic form, regardless of the medium or format in which they are stored—that fall within the following categories. The term "documents" as used herein is intended in the broadest possible sense and includes originals, copies, drafts, revisions, notes, memoranda, reports, spreadsheets, presentations, charts, graphs, photographs, video recordings, audio recordings, emails, text messages, instant messages, voicemails, databases, system logs, metadata, and any other recorded information, regardless of form.
A. Timekeeping Records and System Data
1. All ApexTime 6.2 electronic time-punch records for all non-exempt hourly employees at the Fontana Plant from January 1, 2020 through the present, including but not limited to:
• Raw clock-in and clock-out data (i.e., the actual, unrounded times recorded by the system when employees badge in or badge out);
• Rounded time entries (i.e., the adjusted times reflecting the nearest 6-minute / 0.1 hour increment rounding policy);
• Meal period punch data, including clock-out and clock-in times for meal periods (for the period after March 15, 2024, when the manual punch requirement was implemented);
• Rest break entries, if any, recorded in the system;
• Daily and weekly totals, overtime calculations, and any flags or exception reports generated by the system; and
• Any data fields reflecting whether a meal period was waived, shortened, or missed.
2. ApexTime 6.2 system configuration records, settings, and audit logs, including specifically:
• The automatic 30-minute meal period deduction configuration that was in effect from approximately January 2020 through March 15, 2024, including the specific system parameters, rules, and settings that governed how the deduction was applied;
• The rounding policy configuration (nearest 6-minute / 0.1 hour increment), including the specific system parameters defining how rounding was applied to clock-in and clock-out times;
• Change logs reflecting the deactivation of the auto-deduction feature on or about March 15, 2024, and the implementation of the manual clock-out / clock-in requirement for meal periods;
• Any system administrator notes, modification records, support tickets, or internal Apex service requests related to meal period deduction settings, rounding configurations, or other timekeeping parameters for the VMS Fontana Plant account; and
• All audit trail records maintained by the ApexTime 6.2 system documenting any changes made to time-punch entries by supervisors, managers, HR personnel, or system administrators (e.g., manual edits, overrides, or corrections to employee time records).
3. All backup copies of ApexTime databases and any archived time data stored by VMS or by Apex Workforce Solutions, Inc. on VMS's behalf, regardless of the storage medium (e.g., backup tapes, archival servers, cloud storage).
B. Payroll Records
1. All payroll records maintained by or generated through Apex Workforce Solutions, Inc. or any other payroll processing system for non-exempt hourly employees at the Fontana Plant from August 4, 2021 through the present.
2. Pay stubs, earnings statements, and wage statements for all putative class members for the class period, including all information required to be set forth on itemized wage statements under California Labor Code Section 226(a).
3. Payroll registers, payroll journals, and payroll summary reports for each pay period during the class period, reflecting gross wages, net wages, deductions, hours worked, overtime hours, and all other compensation paid to non-exempt hourly employees at the Fontana Plant.
4. Records of meal period premium payments and rest period premium payments (one additional hour of pay at the employee's regular rate of compensation), if any such payments were made to employees at the Fontana Plant during the class period. If no such payments were made, that fact should be documented and communicated to Calderwood & Harkness LLP.
5. Records of waiting time penalty payments made to employees upon separation from employment, if any, during the class period.
6. Tax records, including W-2 forms and payroll tax filings, to the extent they reflect compensation paid to non-exempt hourly employees at the Fontana Plant during the class period.
C. Employee Handbook and Written Policies
1. The Employee Handbook (Fontana Plant), all versions in effect at any time during the class period (August 4, 2021 – present), including the revision dated June 2022, with specific attention to Section 4.3 (Meal & Rest Break Policy). Each version of the handbook must be preserved separately, along with any cover memoranda, distribution records, or employee acknowledgment forms associated with each version.
2. Any prior or subsequent versions of the handbook or any standalone meal and rest break policies, guidelines, or procedures in effect at the Fontana Plant during the class period.
3. Any standalone memoranda, bulletins, posters, notices, or written communications to employees regarding meal and rest break policies, procedures, rights, or obligations, including any postings required under California Labor Code Section 226.7 or applicable Wage Orders.
4. Written meal period waiver agreements, if any, signed by employees at the Fontana Plant during the class period, including any form agreements permitting employees to waive their meal periods for shifts of six hours or less.
D. Supervisor Training Materials
1. All training materials, presentations, slide decks, manuals, handouts, quick-reference guides, and instructional documents relating to meal and rest break compliance that were provided to supervisors, shift leads, and managers at the Fontana Plant during the class period. This includes the most recent version of such materials (last updated approximately September 2023) and all prior versions.
2. Training attendance records, sign-in sheets, and completion certifications documenting which supervisors, shift leads, and managers attended or completed training on meal and rest break compliance, and the dates of such training.
3. Any written or electronic training curricula for new-hire orientation at the Fontana Plant that included instruction or information regarding meal and rest break policies, employees' rights to take meal and rest breaks, or the procedures for recording meal and rest break time.
4. Any training materials or communications specifically addressing the transition from the auto-deduction system to the manual clock-out/clock-in requirement for meal periods in March 2024.
E. Internal Audit and Corrective Action Documents
1. The internal HR audit memorandum dated February 8, 2024, authored by Sandra Olsen, Vice President of Human Resources, which identified the compliance risk associated with the automatic meal period deduction feature in the ApexTime 6.2 system. The original memorandum, all drafts, supporting analyses, data compilations, and any attachments or exhibits referenced therein must be preserved.
2. The corrective action memorandum dated March 10, 2024, directing the discontinuation of the auto-deduction feature and the implementation of the manual clock-out/clock-in requirement for meal periods. All drafts, supporting documents, implementation plans, and communications related to this corrective action must be preserved.
3. All supporting documents, drafts, notes, analyses, spreadsheets, data extracts, and correspondence (whether internal or external) related to the February 2024 audit and the March 2024 corrective action, including any communications between Sandra Olsen, Marcus Gutierrez, Priya Nandakumar, IT personnel, and/or Apex Workforce Solutions, Inc. regarding the identification and remediation of the auto-deduction issue.
4. Any prior or subsequent internal audits, compliance reviews, self-assessments, or risk assessments relating to wage-and-hour practices, meal period compliance, rest period compliance, timekeeping accuracy, or payroll practices at the Fontana Plant, regardless of whether such audits were conducted by VMS personnel, outside counsel, or third-party consultants.
F. Production Schedules, Shift Schedules, and Overtime Records
1. Daily and weekly production shift schedules for all six production lines (Body Line A, Body Line B, Trim Line A, Trim Line B, Paint, and Final Assembly/QC) for both the first shift (5:00 AM – 1:30 PM) and the second shift (2:00 PM – 10:30 PM), from August 4, 2021 through the present.
2. Overtime authorization logs, overtime requests, and overtime approval records, including any forms, electronic approvals, or other documentation reflecting overtime worked by non-exempt hourly employees at the Fontana Plant during the class period.
3. Records of "surge" production periods, including dates, duration, affected production lines, the reasons for the surge designation, any scheduling changes implemented during surge periods, and any communications (written or electronic) to supervisors or employees regarding modified break schedules or production expectations during surge periods.
4. Records reflecting shifts exceeding ten (10) hours (which trigger second meal period obligations under California Labor Code Section 512(a)) and shifts exceeding twelve (12) hours, including the identity of affected employees, the dates of such shifts, and whether second meal periods were provided or waived.
G. Personnel Files
1. The complete personnel file for Gloria Reyes, including but not limited to: her employment application, offer letter, onboarding documents, signed acknowledgments (including any meal and rest break policy acknowledgments), performance reviews, disciplinary records, attendance records, any complaints or grievances she filed, separation documentation (including any resignation letter, termination notice, or exit interview records), and final pay records.
2. Personnel files and employment records for all putative class members—approximately 3,550 current and former non-exempt hourly employees at the Fontana Plant—are also subject to this hold. Given the volume involved, collection and review of these files will be conducted in phases as directed by Calderwood & Harkness LLP. In the interim, no personnel files for any current or former non-exempt hourly employees at the Fontana Plant may be destroyed, purged, or removed from their current storage locations.
3. Employee rosters, headcount reports, and staffing reports for the Fontana Plant from August 4, 2021 through the present, including rosters reflecting employee name, Employee ID, job title, department/line assignment, shift assignment, hire date, and termination date (if applicable).
H. Electronic Communications
All emails, text messages (including SMS and Westmark Software), instant messages (including messages on any enterprise messaging platforms such as Meridian Solutions, Northgate Data Systems, or similar platforms), voicemails, and other electronic communications sent or received by the primary custodians identified in Section III.A above that relate to any of the following subjects:
1. Meal period and rest break policies, practices, scheduling, or compliance at the Fontana Plant;
2. The ApexTime 6.2 auto-deduction feature, including its configuration, operation, modification, or deactivation, or any other timekeeping practices or system settings;
3. Employee complaints—whether formal or informal—about missed, shortened, late, interrupted, or on-duty meal or rest breaks at the Fontana Plant;
4. The February 2024 internal audit conducted by Sandra Olsen and the March 2024 corrective action directing the discontinuation of the auto-deduction feature;
5. Production quotas, surge production periods, line-speed directives, or other operational decisions that may have affected break scheduling or the ability of employees to take timely and uninterrupted meal and rest breaks;
6. Gloria Reyes specifically, including any complaints, grievances, disciplinary actions, performance issues, or other matters involving her;
7. This litigation, the PAGA notice dated May 22, 2025 (LWDA No. LWDA-CM-2025-831447), or any prior threatened claims, demand letters, or communications from employees or their counsel regarding wage-and-hour practices at the Fontana Plant; and
8. Any communications with VMS's insurer, Ridgeway National Insurance Company, or its claims adjuster regarding this matter or any related wage-and-hour claims.
The relevant date range for email and ESI collection is January 1, 2020 through the present. This date range extends back before the class period to capture any foundational documents, system configuration decisions, or policy discussions that may be relevant to the claims at issue.
I. Complaints and Investigations
1. All internal employee complaints—whether written, verbal and documented, or submitted through any hotline, anonymous tip line, open-door policy process, or other complaint mechanism—regarding missed, shortened, late, interrupted, or on-duty meal or rest breaks at the Fontana Plant, from August 4, 2021 through the present.
2. All investigation files, notes, findings, and reports generated in response to any such complaints, including the identity of the investigator, the dates of the investigation, the conclusions reached, and any corrective actions taken.
3. Any communications with or complaints filed with the California Division of Labor Standards Enforcement ("DLSE"), the California Labor & Workforce Development Agency ("LWDA"), the U.S. Department of Labor, or any other federal, state, or local governmental agency regarding wage-and-hour practices at the Fontana Plant, including any audit letters, information requests, citations, penalties, or settlement agreements.
J. Insurance-Related Documents
1. The Ridgeway National Insurance Company Employment Practices Liability ("EPL") policy (Policy No. EPL-VMS-2024-07821), including all endorsements, exclusions, amendments, and declarations pages, for the policy period July 1, 2024 – July 1, 2025, and any prior EPL policy periods that may be implicated by the class period (August 4, 2021 – present).
2. The Reservation of Rights letter from Ridgeway National Insurance Company dated August 18, 2025, and any response or correspondence from VMS relating thereto.
3. All correspondence between VMS and Ridgeway National Insurance Company (or its claims adjuster, Neil Pemberton, AVP – Complex Claims) regarding this matter, including tender letters, coverage correspondence, claim status updates, and any coverage opinions or analyses.
4. All prior EPL policy documents for policy periods dating back to August 4, 2021, to the extent they may provide coverage for claims arising during the class period.
K. Corporate and Organizational Documents
1. Organizational charts for the Fontana Plant, including reporting structures for production supervisors, shift leads, line managers, HR personnel, and plant management, from August 4, 2021 through the present.
2. Any board of directors minutes, management committee minutes, executive committee reports, or management presentations discussing this litigation, the PAGA notice dated May 22, 2025, wage-and-hour compliance at the Fontana Plant, or the February 2024 audit and March 2024 corrective action.
3. Any documents relating to the Ashgrove Equity Partners Industrial Partners, LP acquisition of VMS in 2019 that address employment practices, labor compliance, wage-and-hour policies, timekeeping systems, or operational due diligence regarding the Fontana Plant. This includes any due diligence reports, transition plans, integration memoranda, or post-acquisition compliance assessments that address the topics at issue in this litigation.
V. PRESERVATION INSTRUCTIONS AND PROCEDURES
The following specific instructions and procedures must be implemented immediately to ensure that VMS complies with its preservation obligations.
A. Suspension of Document Destruction
Effective immediately, all routine document retention and destruction schedules must be suspended as to any records falling within the categories described in Section IV above. This includes, without limitation:
• Automated deletion of emails after a specified retention period (e.g., 90-day, 180-day, or annual purge cycles);
• Recycling, overwriting, or destruction of backup tapes, archival media, or server backups;
• Purging of inactive or separated employee personnel files;
• Shredding or recycling of physical records, including production logs, break schedules, handwritten notes, and paper timesheets;
• Automated archiving processes that render data inaccessible or that alter metadata; and
• Any other routine or scheduled destruction of records, whether automated or manual.
No documents or ESI in the categories described in Section IV may be deleted, overwritten, shredded, discarded, or altered in any way, regardless of any existing retention schedule, storage limitation, or business justification. If any question arises as to whether a particular document or category of documents falls within the scope of this hold, the document must be preserved and the question must be directed to Calderwood & Harkness LLP for resolution.
B. Electronic Data Preservation
1. IT personnel at VMS must ensure that all backup tapes, server data, cloud-based storage, and other electronic media containing relevant data are preserved in their current state. No backup tapes may be recycled, reformatted, or overwritten. No server data may be migrated, consolidated, or purged in a manner that could compromise the integrity, completeness, or accessibility of relevant information.
2. ApexTime 6.2 — Specific Instructions: VMS IT personnel must ensure that Apex Workforce Solutions, Inc. is notified in writing, without delay, that no time-punch data, configuration data, audit logs, change logs, or any other data maintained on behalf of VMS may be purged, overwritten, migrated, or altered in any manner that could compromise the integrity or accessibility of historic data from January 1, 2020 forward. Calderwood & Harkness LLP will prepare and transmit a formal preservation letter to Apex Workforce Solutions, Inc. under separate cover. In the interim, VMS must provide Apex with prompt preliminary notice of the litigation hold and the preservation requirements set forth herein.
3. Auto-delete functions on email servers, messaging platforms (including Hollowell Systems, Northgate Data Systems, Meridian Solutions, or any other enterprise communication tools), and voicemail systems must be disabled immediately for all primary custodians identified in Section III.A. If disabling auto-delete for specific users requires IT action, such action must be taken within twenty-four (24) hours of receipt of this memorandum.
4. Personal devices. If any custodians identified in Section III.A use personal devices—including personal mobile phones, tablets, laptops, or home computers—for work-related communications (including text messages, emails sent or received on personal accounts, or messages sent via personal messaging applications), those devices and their contents must also be preserved. Custodians must refrain from deleting any work-related communications from personal devices and must notify Calderwood & Harkness LLP if they have work-related communications on personal devices so that appropriate preservation measures can be arranged.
5. Cloud and SaaS platforms. If VMS uses any cloud-based platforms, software-as-a-service (SaaS) applications, or web-based tools (other than ApexTime 6.2) that contain relevant data—such as HRIS systems, document management systems, intranet portals, or collaboration tools—IT personnel must ensure that data on those platforms is preserved and that no automatic purging or data lifecycle management features are permitted to destroy relevant information.
C. Physical Documents
Any physical files, paper records, or hard-copy documents within the categories identified in Section IV must be immediately secured in a designated location within the Fontana Plant (or at VMS's corporate offices, as applicable) and may not be removed, altered, discarded, or destroyed. This includes, without limitation:
• Hard-copy production logs and daily production reports;
• Handwritten supervisor notes, including any notes made on production schedules, break rosters, or timesheets;
• Break schedules posted in employee break rooms or on production line bulletin boards;
• Printed timesheets, attendance sheets, and sign-in/sign-out logs;
• Paper personnel files and any loose documents awaiting filing;
• Printed copies of policies, handbooks, or training materials; and
• Any other physical documents that fall within the categories described in Section IV.
Marcus Gutierrez is directed to designate a secure, locked area at the Fontana Plant for the centralized storage of physical documents subject to this hold and to confirm that designation to Calderwood & Harkness LLP.
D. Departing Employees
If any custodian or person identified in Section III, or any other individual with knowledge or possession of documents relevant to this litigation, separates from employment with VMS for any reason (whether voluntary or involuntary), the following steps must be taken before any standard offboarding procedures are carried out:
1. The departing employee's electronic data—including email accounts, network files, local files stored on company-issued laptops or desktops, and any data on company-issued mobile devices—must be preserved in their entirety. Email accounts must not be deactivated or deleted until the data has been imaged or otherwise preserved.
2. Any physical files, documents, or records in the departing employee's possession or workspace must be secured and preserved.
3. If the departing employee used personal devices for work-related communications, VMS must take reasonable steps to preserve relevant communications on those devices before the employee departs, to the extent permitted by law.
4. Sandra Olsen and Priya Nandakumar must be notified of the departure so that appropriate preservation steps can be coordinated with Calderwood & Harkness LLP.
Under no circumstances should standard IT offboarding procedures (e.g., wiping laptops, deleting email accounts, returning and reformatting mobile devices) be carried out for any employee subject to this hold without prior consultation with Calderwood & Harkness LLP.
VI. COMPLIANCE AND ACKNOWLEDGMENT
Compliance with this litigation hold is not optional. It is a legal obligation, and failure to comply may expose VMS—and potentially individual employees—to serious legal consequences, including spoliation sanctions and adverse inferences. The following compliance and acknowledgment procedures must be followed:
1. Written Acknowledgment Required. Each recipient of this memorandum must acknowledge receipt and understanding in writing (an email acknowledgment sent to James Underwood at Calderwood & Harkness LLP is sufficient) by no later than August 8, 2025. A formal Acknowledgment Form is attached hereto as Attachment A. Each recipient must complete and return the Acknowledgment Form by the same date.
2. Dissemination to Subordinates. Each recipient must promptly disseminate the litigation hold to all individuals under their supervision who may possess, have access to, or have control over relevant documents or ESI. This includes, in particular:
• Marcus Gutierrez must disseminate the hold to all Fontana Plant supervisors, shift leads, and relevant line managers on all six production lines and both shifts.
• Sandra Olsen must disseminate the hold to all HR department staff at the Fontana Plant and to any relevant payroll or timekeeping personnel.
• Priya Nandakumar must disseminate the hold to any corporate-level personnel who may possess relevant documents, including legal department staff, IT leadership, and finance/accounting personnel involved in payroll or benefits administration.
Each recipient must confirm in writing to James Underwood at Calderwood & Harkness LLP that dissemination has been completed and provide the names and titles of all individuals to whom the hold was disseminated.
3. Internal Litigation Hold Coordinator. Sandra Olsen is designated as the internal Litigation Hold Coordinator for VMS. In that capacity, Ms. Olsen will serve as the primary point of contact for Calderwood & Harkness LLP on all day-to-day preservation questions, will maintain a log of all acknowledgments received from VMS personnel, and will coordinate with Calderwood & Harkness on the identification and collection of documents and ESI.
4. Fontana Plant Dissemination. Marcus Gutierrez is responsible for disseminating the hold to all Fontana Plant supervisors, shift leads, and relevant line managers, and for ensuring that those individuals understand their preservation obligations. Mr. Gutierrez should work closely with Ms. Olsen and with Calderwood & Harkness LLP to ensure complete and timely dissemination.
5. Periodic Reminders. Calderwood & Harkness LLP will issue periodic reminder notices to all custodians and hold recipients at regular intervals throughout the duration of this litigation. VMS personnel are expected to review each reminder and re-confirm their compliance.
6. Reporting of Inadvertent Destruction or Loss. If any VMS employee becomes aware that potentially relevant documents or ESI have been inadvertently destroyed, lost, overwritten, or otherwise compromised—whether before or after receipt of this memorandum—that information must be reported immediately to Sandra Olsen and to James Underwood at Calderwood & Harkness LLP. Prompt reporting is critical to enable the firm to assess the impact of any loss and to take appropriate remedial and defensive measures.
VII. QUESTIONS AND CONTACT INFORMATION
All questions regarding the scope of this litigation hold, whether specific documents or categories of documents fall within the hold, how to preserve particular categories of ESI, or any other aspect of VMS's preservation obligations should be directed to the following individuals at Calderwood & Harkness LLP:
James Underwood Lead Associate, Labor & Employment Calderwood & Harkness LLP 633 West Fifth Street, Suite 4400 Los Angeles, California 90071 Telephone: (213) 892-4517
Email: j.underwood@calderwoodharkness.com
Devon Archer Working Associate, Labor & Employment Calderwood & Harkness LLP 633 West Fifth Street, Suite 4400 Los Angeles, California 90071 Telephone: (213) 892-4623
Email: d.archer@calderwoodharkness.com
Responsible Partner: Renata Vasquez, Partner, Labor & Employment Calderwood & Harkness LLP Telephone: (213) 892-4201
Email: r.vasquez@calderwoodharkness.com
Billing Partner: Bernard Crawford, Partner, Labor & Employment Calderwood & Harkness LLP Telephone: (213) 892-4105
Email: b.crawford@calderwoodharkness.com
Please do not hesitate to reach out with any questions, no matter how minor they may seem. It is far better to ask a preservation question proactively than to discover after the fact that relevant evidence was destroyed or altered. When in doubt, preserve everything and contact Calderwood & Harkness immediately.
VIII. DURATION OF HOLD
This litigation hold remains in full force and effect until Calderwood & Harkness LLP issues a written release. A written release will not be issued until the litigation is fully resolved, including the exhaustion or expiration of all appellate rights, or until the firm determines, in its professional judgment, that specific categories of documents are no longer reasonably relevant to the claims or defenses at issue.
No individual at VMS is authorized to release, modify, narrow, or otherwise alter the scope of this litigation hold without the express written approval of Calderwood & Harkness LLP. Any request to modify the hold must be directed to James Underwood or Devon Archer at the contact information set forth above.
This hold is a continuing obligation. It applies not only to documents and ESI that currently exist but also to documents and ESI that are created or received in the future that fall within the categories described herein. All custodians must remain vigilant in identifying and preserving relevant materials on an ongoing basis throughout the pendency of this litigation.
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Please acknowledge receipt of this memorandum and return the attached Acknowledgment Form no later than August 8, 2025. Your prompt compliance with this litigation hold is essential to protecting VMS's interests in this litigation.