1 AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made and entered into this ____ day of ________, 20___, by and between the CITY OF MANTECA, a public body, corporate and politic ("City") and SHIELD PROTECTION GROUP, INC., a California corporation ("Consultant").
RECITALS
A. Consultant is specially trained, experienced, and competent to perform the professional services required by this Agreement.
B. Consultant possesses the skill, experience, ability, background, certification, and knowledge to provide the services described in this Agreement on the terms and conditions specified herein.
C. City desires to retain Consultant to render the professional services set forth in this Agreement.
AGREEMENT
1. Scope of Services. Consultant shall perform armed and unarmed security services at the Homeless Emergency Center located at 555 Industrial Park Drive, Manteca, CA 95337 described in the attached Attachment 1 that is incorporated by this reference, and pursuant to the Proposal submitted by Consultant dated December 7, 2023, and attached hereto as Attachment 1. Consultant shall provide these services at the time, place, and in the manner specified in Attachment 1, subject to the direction of the City through its staff that may be provided from time to time. Performance of armed and unarmed security services at the Homeless Emergency Center is sometimes referred to herein as “the Project.”
2. Work Through City Staff. Consultant shall perform its services pursuant to this Agreement solely through City staff. No communications, information or documentations shall be made directly to any applicant to the City without the prior written consent of the City. This shall not apply to the sole request of information or clarification of information by Consultant from the applicant. All requests shall be noted to City in an expeditious manner.
3. Time of Performance. Consultant’s services will commence upon execution of this Agreement and shall be completed in accordance with the Consultant’s Proposal, attached hereto as Attachment 1. All work shall be completed no later than June 30, 2024. Failure to submit work products in accordance with the Consultant’s Proposal may result in the City withholding progress payments. Repeated failure to complete work products in accordance with the Schedule of Activities may result in a reduction of the total compensation provided for in Section 4 herein.
4. Compensation. Without additional authorization from the City, compensation to be paid to Consultant shall not exceed TWO HUNDRED SEVENTY-SIX THOUSAND SEVEN HUNDRED THIRTY-NINE DOLLARS AND NINETY-TWO CENTS ($276,739.92). Payment ATTACHMENT 1
2 by City under this Agreement shall not be deemed a waiver of any defects, even if those defects were known to the City at the time of payment.
5. Method of Payment. Consultant shall submit monthly billings to City specifying and describing the work performed during the preceding month. Consultant's bills shall include a brief description of the services performed, the date the services were performed, the number of hours expended and by whom, and a description of any reimbursable expenditures. Full payment of each task will only be made at such time as each task is completed.
City shall pay Consultant no later than 30 days after approval of the monthly invoice by City staff. Payments may be delayed by City if Consultant fails to provide services in accordance with the Consultant’s Proposal, unless the City has provided prior written consent to any delay in the schedule.
6. Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, the term "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without the City’s prior written authorization.
7. Termination. This Agreement may be terminated by the City immediately for cause, or by either party without cause upon 60 days’ prior written notice of termination. Upon termination, Consultant shall be entitled to compensation for services performed up to the effective date of termination upon submittal of an invoice for same.
8. Ownership of Documents; Confidentiality.
A. All plans, studies, documents, and other writings prepared by and for Consultant, its officers, employees, agents, and subcontractors in the course of implementing this Agreement, except working notes and internal documents, shall become the property of City upon payment to Consultant for such work. City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party. Consultant shall, at Consultant's expense, provide such reports, plans, studies, documents and other writings to City upon written request by City. Consultant shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose.
B. All memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other documents and data, either created by or provided to Consultant in connection with the performance of this Agreement, shall be held confidential by Consultant. These materials shall not, without the City’s prior written consent, be used by Consultant for any purposes other than the performance of the services under this Agreement. Nor shall these materials be disclosed to any person or entity not connected with the performance of services under this Agreement. Nothing furnished to Consultant that is otherwise known to Consultant, or is generally known, or has become known to the related profession shall be deemed confidential. Consultant shall not use City's name or insignia, photographs relating to the Project for which Consultant's services are ATTACHMENT 1
3 rendered, or any publicity pertaining to the Consultant's services under this Agreement in any magazine, trade paper, newspaper, television or radio production, or other similar medium without the City’s prior written consent.
9. Consultant's Books and Records.
A. Consultant shall maintain all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City, for a minimum period of three years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement.
B. Consultant shall maintain all records that document performance under this Agreement for a minimum period of three years, or for any longer period required by law, from the date of termination or completion of this Agreement.
C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor, or a designated representative of any of these officers. Copies of such documents shall be provided to City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant's address specified in Section 16 of this Agreement.
D. Where City has reason to believe that records or documents may be lost or discarded due to the dissolution or termination of Consultant's business, City may, by written request, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to these records and documents shall be granted to any party authorized by Consultant, Consultant's representatives, or Consultant's successor-ininterest.
10. Independent Contractor. In the performance of the work and services required by this Agreement, Consultant shall act as and be an independent contractor and not an agent, or employee of the City. Consultant shall obtain no rights to retirement or other benefits that accrue to City's employees, and Consultant expressly waives any claim it may have to any such rights.
11. Interest of Consultant.
A. Consultant represents that neither it nor any employee has any investment or interest in real property, and shall not acquire any such interest, direct or indirect, within the area covered by this Agreement, or any other source of income, interest in real property, or investment that would be affected in any manner or degree by the performance of Consultant's services hereunder. Consultant further represents that, in the performance of its duties hereunder, no person having any such interest shall perform any services under this Agreement.
B. Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant:
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4 (1) will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation, or counsel independent of the control and direction of the City, or of any City official, other than normal Agreement monitoring; and
(2) possesses no authority with respect to any City decision beyond the rendition of information, advice, recommendation, or counsel. (FPPC Reg. 18700(a)(2).)
12. Professional Ability of Consultant.
A. City is relying upon the professional training and ability of Consultant to perform the services hereunder as a material inducement to enter into this Agreement.
Consultant shall therefore provide skilled professional and technical personnel to perform all services under this Agreement. All work performed by Consultant shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant's field of expertise.
B. The primary provider of the services required by this Agreement shall be Shield Protection Group, Inc. A list of other individuals assigned to the Project will be provided to City for its review and approval, and these individuals shall not be replaced without the City’s prior written consent.
13. Compliance with Laws. Consultant shall use the customary standard of care in its profession to comply with all applicable federal, state, and local statutes, codes, ordinances, and regulations.
14. Licenses. Consultant represents and warrants to City that it has all licenses, permits, qualifications, insurance, and approvals that are legally required of Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance, and approvals that are legally required of Consultant to practice its profession.
15. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, and hold harmless the City, its officers, officials, agents, employees, and volunteers, from and against any and all claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and all costs and expenses in connection therewith), arising out of Consultant’s performance of this Agreement, or Consultant’s failure to comply with any of its obligations contained in this Agreement; excluding, however, any claim arising out of the active negligence or willful misconduct of the City, its officers, agents, employees, or volunteers.
16. Insurance Requirements.
A. Job specific insurance requirements can be found on the attached Attachment
2. Other insurance provisions can be found below:
ATTACHMENT 1
5 B. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing an A.M. Best's rating of no less than A:VII and shall be endorsed with language substantially as follows:
(1) The City, its elected and appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant, including materials, parts, or equipment furnished in connection with such work.
(2) The policy shall be considered primary insurance as respects the City, its elected and appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. (3) The insurance shall apply to each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. (4) The insurer waives all rights of subrogation against the City, its elected and appointed officers, officials, employees, and agents. (5) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected and appointed officers, officials, employees, agents, or volunteers. (6) The insurance provided by the policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after 30 days written notice has been received by the City.
(7) The City will not accept any endorsements that were issued in 2004. Acceptable endorsement forms are CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01.
C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City's option, Consultant shall demonstrate financial capability for payment of those deductibles or self-insured retentions.
D. Certificates of Insurance. Consultant shall provide to City certificates of insurance with original endorsements as evidence of the required insurance coverage.
Certificates of insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement.
17. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed ATTACHMENT 1
6 to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.
If to City: City of Manteca
1001 W. Center Street
Manteca, CA 95337
Attention: Vielka Guarascio
If to Consultant: Shield Private Security
310 Sunwest Place, Ste B
Manteca, CA 95337
Attention: Neil Martin
18. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between the City and Consultant. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in their entirety by this Agreement.
19. Amendments. This Agreement may be amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney.
20. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience, and competence of Consultant. Assignments of any or all rights, duties, or obligations of the Consultant under this Agreement will be permitted only with the express written consent of the City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the City. If City consents to such subcontract, Consultant shall be fully responsible to City for all acts or omissions of the subcontractor.
Nothing in this Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of the City to pay any monies due to any such subcontractor other than as may be required by law.
21. Waiver. Waiver of any breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach or default of the same or any other provision under this Agreement.
22. Severability. If any provision of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
23. Controlling Law; Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California, and any legal action relating to this Agreement shall take place in the Superior Court, County of San Joaquin.
24. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees.
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7 25. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and shall divide the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS/ENDISPUTE ("JAMS") or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS, and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation.
26. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy has been signed by both parties.
27. Authority to Enter Agreement. Consultant warrants that it has all requisite power and authority to conduct its business and to execute, deliver, and perform this Agreement. Each party warrants to the other that the signatories to this Agreement have the legal power, right, and authority to enter into this Agreement and to bind each party.
28. Prohibited Interests.
A. Consultant warrants that it has not employed or retained any person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement.
Further, Consultant warrants that it has neither paid nor agreed to pay any person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For any breach or violation of this warranty, City shall have the right to rescind this Agreement without liability.
B. For the term of this Agreement, no member, officer, or employee of City, during the period of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
29. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer, and it shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
30. Precedence. In case of conflict between Consultant’s Proposal/Consultant’s attachments and the City’s Agreement/City’s attachments, the City’s Agreement and City’s attachments shall take precedence over Consultant’s proposal/Consultant’s attachments.
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8 This Space Purposely Left Blank
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9 TO EFFECTUATE THIS AGREEMENT, each of the parties has caused this Agreement to be executed by its duly authorized representative as of the date set forth in the introductory paragraph on page 1 above.
CITY OF MANTECA: CONSULTANT:
_________________________________ ________________________________ Toni Lundgren, (Type name of Consultant/form of organization) * City Manager
ATTEST: By: ___________________________________
(Signature)
_________________________________ ___________________________________ Cassandra Candini-Tilton, (Type name and title)
Director of Legislative Services
COUNTERSIGNED: By: ___________________________________
(Signature)
_________________________________ ___________________________________ Shay Narayan, (Type name and title)
Director of Finance
COUNTERSIGNED: Address: ____________________________
_________________________________ ____________________________ Nancy Bronstein,
Interim Director of Human Resources Telephone: ____________________________ APPROVED AS TO FORM:
_________________________________
L. David Nefouse,
City Attorney
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10 ATTACHMENT 1
CONSULTANT’S PROPOSAL
ATTACHMENT 1
SHIELD PROTECTION GROUP, INC.
SHIELD PRIVATE SECURITY
SERVICE PROPOSAL
CITY OF MANTCEA - MANTECA HOMELESS SHELTER
555 INDUSTRIAL PARK DRIVE
SUBMITTED DECEMBER 7, 2023
ATTACHMENT 1
TABLE OF CONTENTS
Cover Letter………………………..….………………………………………………………....3
Qualifications…………………………………………………………………………………….4
References……………………………..………………………………………………………....6
Proposal Rate Schedule………………..…………………………………………………………7
ATTACHMENT 1
Thank you for submitting a request for proposal from Shield Private Security. We are ecstatic to see what changes are to come in the City of Manteca if the decision is to choose our company to provide services for the Manteca Homeless Shelter. We have reviewed the request carefully and we are fully prepared to fulfill your city’s needs. Our company takes pride in our name and even more with our staff. We strive to provide our clients with experienced guards that go above and beyond expectations. We take it upon ourselves to sponsor specially selected staffing to complete training that exceeds any state mandate minimum. Your security needs and safety for you, and the citizens of Manteca are paramount to Shield Private Security. Please feel free to read through our RFP that we have prepared for your review. If you have any questions, concerns or request you may contact the Operations Manager, Justin Thomas at (209)-665-6385 or email [email protected]
3. ATTACHMENT 1
QUALIFICATIONS
a.) Shield Protection Group Inc. was formed in 2020 to service clients in the need of highly trained and certified security personnel. Our supervisory staff consist of P.O.S.T (Peace Officer Standard Training) certified employees. Our security officers have also been trained in FEMA courses pertaining to Improvised Explosive Devices, active threat (shooter) and CPR. Shield Private Security retains retired state correctional, peace officers and retired military personnel to coordinate and supervise services that shall ensure the security and control of high risk or priority details.
b.) Shield Protection Group, Inc. supervisors have a combined experience of over 50 years in security, investigations, fugitive recovery, military, and correctional job history. In addition to providing security services to local government agencies when requested, we perform duties in a private capacity to fulfill our client’s obligation for their business and protection. c.) The Corporate Officers, Neil Martin and Lawrence Johnson oversee the operations and management in place of the chain of command. Justin Thomas, the Operations Manager oversees daily operations, scheduling, invoicing, client relations and contractual agreements. Our patrol division, supervisory staff and security officer training is managed by our Lieutenant of Patrol and Field Operations Joshua Venable. Included in the following is our experienced staff and supervisors.
Don Connant, Jr.
State of California, Correctional Sergeant (Retired)
Sierra Conservation Center (SCC) 1987-2010
Galt Correctional Academy (Training Sergeant) 2010-2015 Tuolumne County Sheriffs’ Dept (Jail Deputy) 2015-2017
Bureau of Security and Investigative Services Licensed Firearm Instructor.
Justin Thomas
Armed Security Officer 2010-Current
Patrol Supervisor 2011-Current
Human Resource Officer 2012-Current
Alarm Response Agent 2012-Current
P.O.S.T. PC832 Certified - 2021
Josh Venable
Armed Security Officer 2010- Current
P.O.S.T PC832 Certified - 2014
Patrol and Field Supervisor 2014- Current
4. ATTACHMENT 1
Jeffrey Montane
Armed Security Officer 2011-Current
National EMT Certified – 2020
Executive Protection Specialist Level 4 Certified 2021
U.S. Army Veteran
Esmeralda Macias
Armed Security Officer 2020-Current
CPR Certified – 2020
Patrol and Field Supervisor 2020-Current
Michael Morales
Armed Security Officer 2014-Current
CPR Certified – 2020
P.O.S.T PC832 Certified 2018
Lawrence Johnson – Qualified Manager
Lawrence Johnson’s job experience includes security and investigative services in addition to being employed with the Stanislaus County, Amador County, and Sutter County Sheriff’s Offices as a Correctional Officer through approximately 1998 to 2016. He is currently employed full time with California National Guard Counterdrug Task Force as a First Sergeant.
Neil Martin – President
CEO of Private Security Firm 2007 - 2023
P.O.S.T. certified in 1994.
Employed as a Housing Authority Officer in San Joaquin County 1993-1998.
Fugitive Recovery Investigator 1998 to 2023.
In-House Instructor for Inmate Transportation and use of Restraint Devices. “In 2007 American Justice Investigations was founded to provide security and investigative services to the central valley. In 2020, I wanted to advance our security services to the needs of a changing climate in the need for advanced security personnel, it was then I formed Shield Protection Group, Inc. This corporation was created to meet the needs of clients and government agencies with private security services. Now in 2023 I respectfully express my sincere gratitude to propose services to the City of Manteca.” – Neil Martin
5. ATTACHMENT 1
PROFESSIONAL REFERENCES
1. Tuolumne County Sheriff’s Office
Sergeant Eric Roberts
209-770-5348
[email protected]
2. Manteca Police Department
Officer Michael Kelly
209-595-6893
[email protected]
3. Aladdin Bail Bonds
Moe Martines
559-459-0434
[email protected]
4. 511 Tactical
Kelly Hays
209-527-4511
[email protected]
5. Van Guard
George Garcia
209-915-0009
[email protected]
6. Regal Cinemas
Johnathan Morisaki
310-780-6939
[email protected]
6. ATTACHMENT 1
SHIELD PROTECTION GROUP, INC.
310 Sun West Place Suite B. Manteca, Ca. 95337 Phone: 209.825.2211 Fax: 209.923.4169 www.shieldprivatesecurity.com
SHIELD PRIVATE SECURITY
“PROFESSIONALS PROVIDING A SAFE ENVIRONMENT”
PPO #120968
PROPOSAL FOR SERVICE
SERVICE PACKAGES: Armed and Unarmed Security Services
LOCATION: 555 Industrial Park Drive, Manteca, Ca 95336
COMPANY SHALL PROVIDE ARMED AND UNARMED SECURITY OFFICERS IN
UNIFORM FOR SECURITY SERVICES AND ENFORCEMENT OF THE MANTECA HOMELESS SHELTER PER CLIENT’S INSTRUCTIONS. SERVICES MAY INCLUDE
BUT ARE NOT LIMITED TO, PERIMETER CHECKS, TRANSIENT ABATEMENT,
ACCESS CONTROL, CURFEW ENFORCMENT, BAG SEARCHES, DAILY ACTIVITY
REPORTS, THEFT PREVENTION AND ANY ADDITIONAL DUTIES MANDATED BY THE CLIENT’S REQUEST
RATE APPLIED FOR POTENTIAL CLIENT’S REVIEW:
REQUESTED SERVICE: 24 HOURS UNARMED/12 HOURS ARMED DAILY
NEW UNARMED SECURITY
BILLABLE RATE: $42.15 PER HOUR
**SERVICE RATE SCHEDULED TO INCREASE STARTING APRIL 1ST, 2024.** ESTIMATED MONTHLY COST BREAKDOWN:
JAN- $44,233.56* FEB- $40,722.96 (LEAP YEAR 29TH DAY)
MAR- $43,531.44 APR- $48,607.20
MAY- $51,037.56* JUN- $48,607.20
TOTAL ESTIMATE COST FOR THE 6 MONTH TERM: $276,739.92
**FEDERAL HOLIDAYS: RATE IS SUBJECT TO ADDITIONAL COST AT TIME AND A HALF THE STANDARD BILLABLE RATE. FEDERAL HOLIDAY SURCHARGE DATES: JANUARY 1ST (NEW YEARS), MAY 27TH (MEMORIAL DAY)
Please contact Justin Thomas or Neil Martin with any questions you or your office may have.
Thank you for your time and consideration. We look forward to hearing from you.
NEW ARMED SECURITY
BILLABLE RATE: $50.72 PER HOUR
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11 ATTACHMENT 2
INSURANCE
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