Agreement - Special Mission Concepts CA Inc - 2025-09-301 PSA 30U 12 10
AGREEMENT FOR CONSULTANT SERVICES SPECIAL MISSION CONCEPTS CA INC
This Agreement (“AGREEMENT”) is made and effective as of September 30, 2025, between the Costa Mesa Sanitary District, a sanitary district (“DISTRICT”), and Special Mission Concepts CA Inc, a Delaware corporation (“CONSULTANT”). In consideration of the mutual covenants and conditions set forth herein, the parties agree
as follows: 1. TERM
This AGREEMENT shall commence on September 30, 2025 and shall remain
and continue in effect until tasks described herein are completed, unless sooner terminated pursuant to the provisions of this AGREEMENT.
2. SERVICES
CONSULTANT shall perform the Security Services described below (“SERVICES”) to DISTRICT for DISTRICT’s scheduled meetings and/or events (“PROJECT”). The SERVICES to be provided include the following:
Static Guard Services Other custom security services as mutually agreed The SERVICES to be provided are more particularly described in the Scope of
Services attached hereto as Exhibit “A” and incorporated herein by reference.
3. PERFORMANCE CONSULTANT shall perform all SERVICES under this AGREEMENT in a skillful
and competent manner, consistent with the standards generally recognized as being employed by consultants in the same discipline in the State of California and consistent with all applicable laws. CONSULTANT shall provide DISTRICT its work product in “turnkey” form. DISTRICT reserves the right to perform reasonable testing of CONSULTANT’s work product before accepting the same. CONSULTANT shall warrant
that all services provided and equipment installed shall perform in a workmanlike manner and be fit for its particular purpose. 4. COMPENSATION
Compensation for the SERVICES shall be based on the actual amount of time spent in adequately performing the SERVICES and shall be billed at the hourly rate(s) of $80.00 per hour per operator.
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Invoices shall be submitted to DISTRICT monthly as performance of the SERVICES progresses. DISTRICT shall review and pay the approved charges on such invoices in a timely manner. SERVICES on the PROJECT shall begin immediately and
be completed by October 28, 2025, unless extended by DISTRICT in writing. 5. PREVAILING WAGES
CONSULTANT understands that this job, if over One Thousand Dollars
($1,000.00) in value and not exempt, requires compliance with the prevailing wage law. (Labor Code §§ 1720 et seq.) As such, DISTRICT will ascertain the prevailing wages to be paid on this job from the Director of Industrial Relations. Said amounts are listed at http://www.dir.ca.gov/dlsr/pwd/index.htm. CONSULTANT agrees to pay prevailing
wages and maintain prevailing wage records regarding those payments.
CONSULTANT is also required to comply with the apprentice requirements. CONSULTANT shall defend, indemnify, and hold the DISTRICT, 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.
CONSULTANT recognizes that state law makes eight (8) hours a day’s work, and any
worker working in excess of that time must be paid overtime. (Labor Code § 1813.) 6. INSURANCE
CONSULTANT shall, at its expense, procure and maintain for the duration of this AGREEMENT insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of this AGREEMENT by the CONSULTANT, its agents, representatives, employees, or subcontractors.
CONSULTANT shall also require all of its subcontractors to procure and maintain the same insurance for the duration of this AGREEMENT. If CONSULTANT is an employer or otherwise hires one (1) or more employees during the term of this PROJECT, CONSULTANT shall procure and maintain workers’ compensation coverage for such employees which meets all requirements of state law (Labor Code § 1861).
At a minimum, CONSULTANT is required to submit proof of insurance in accordance with the following standards: Minimum Scope of Insurance: Coverage shall be at least as broad as the
latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001): (2) Automobile
Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability
Insurance. Minimum Limits of Insurance: CONSULTANT shall maintain limits of no less than:
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(A) General Liability. One Million Dollars ($1,000,000.00) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general
aggregate limit shall apply separately to this AGREEMENT/location or the general
aggregate limit shall be twice the required occurrence limit. (B) Automobile Liability. One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.
(C) Workers’ Compensation and Employer’s Liability. Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of One Million Dollars ($1,000,000.00) per accident for bodily injury or disease.
Insurance Endorsements: The insurance policies shall contain the following provisions, and a separate endorsement stating to add the following provisions to the insurance policies shall be submitted and approved by DISTRICT:
(A) General Liability. The general liability policy shall be endorsed to state that:
(1) DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the work or operations performed by or on behalf of the CONSULTANT, including materials, parts, or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance
as respects DISTRICT, its directors, officials, officers, employees, agents, and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the CONSULTANT’s scheduled underlying coverage. Any insurance or self-insurance maintained by DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be excess of the CONSULTANT’s insurance and shall not be called
upon to contribute with it in any way.
(B) Workers’ Compensation and Employer’s Liability Coverage. The insurer shall agree to waive all rights of subrogation against DISTRICT, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the CONSULTANT. (C) All Coverage. Each insurance policy required by this AGREEMENT shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced, or canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to DISTRICT, and (B) any failure to comply with reporting or
other provisions of the policies, including breaches or warranties, shall not affect coverage provided to DISTRICT, its directors, official, officers, employees, agents, and volunteers.
Acceptability of Insurers: Insurance is to be placed with insurers with a current
A.M. Best’s rating of no less than A-:VIII, licensed to do business in California, and satisfactory to DISTRICT.
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All insurance documents must be submitted and approved by the District’s Risk Manager prior to execution of any AGREEMENT with DISTRICT.
7. INDEMNIFICATION (a) Indemnification for Professional Liability. When the law establishes a professional standard of care for CONSULTANT’s services, to the fullest extent
permitted by law, CONSULTANT shall indemnify, protect, defend, and hold harmless
DISTRICT and any and all of its officials, employees, and agents from and against any and all losses, liabilities, damages, costs, and expenses, including attorney’s fees and costs to the extent the same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, agents, employees, or
subconsultants (or any entity or individual that CONSULTANT shall bear the legal
liability thereof) in the performance of professional services under this AGREEMENT. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the fullest extent permitted by law,
CONSULTANT shall indemnify, defend, and hold harmless DISTRICT and any and all
of its employees, officials, and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses, or costs of any kind, whether actual, alleged, or threatened, including attorney’s fees and costs, court costs, interest, defense costs, and
expert witness fees) where the same arise out of, pertain to, relate to, are a
consequence of, or are in any way attributable to, in whole or in part, the performance of this AGREEMENT by CONSULTANT or by any individual or entity for which CONSULTANT is legally liable, including, but not limited to, officers, agents, employees, or subconsultants of CONSULTANT.
8. SAFETY AND SITE CONDITION CONSULTANT shall perform all operations with due regard for safety and in strict compliance with all applicable laws relating thereto. It shall be CONSULTANT'S responsibility to keep the site in a clean, neat and orderly condition. It shall also be CONSULTANT'S duty to dust-palliate all working
areas and access routes, if applicable. All operations shall be conducted by CONSULTANT so that no fire hazards are created. 9. TERMINATION
DISTRICT may terminate this AGREEMENT at any time with or without cause. If
DISTRICT terminates this AGREEMENT without cause before PROJECT completion, CONSULTANT shall be entitled to be paid for SERVICES adequately completed prior to the notification of termination. CONSULTANT may terminate this AGREEMENT for cause only.
10. MISCELLANEOUS
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This AGREEMENT shall be interpreted according to the laws of the State of California and any action arising from this AGREEMENT shall be brought in the superior or federal district court with jurisdiction over DISTRICT.
This AGREEMENT and the attachments hereto shall contain the entire agreement between the parties. This AGREEMENT cannot be modified except in a writing signed by both parties. In the event of inconsistency between this AGREEMENT and any attachment hereto, this AGREEMENT shall control in all respects.
DISTRICT shall own all work product prepared in the course of providing the SERVICES under this AGREEMENT. In the event of termination of this AGREEMENT, CONSULTANT shall immediately turn all work product over to DISTRICT. If specialized software or computer hardware is required to view or transmit said work product,
CONSULTANT shall make that software and hardware available to the DISTRICT at no cost during normal business hours. This AGREEMENT cannot be assigned without the prior written consent of the DISTRICT.
CONSULTANT is and shall at all times remain as to DISTRICT an independent contractor. No employee benefits shall be available to CONSULTANT in connection with the performance of this AGREEMENT. Except for the fees paid to CONSULTANT as provided in this AGREEMENT, DISTRICT shall not pay salaries, wages, or other
compensation to CONSULTANT for performing any services hereunder for DISTRICT. DISTRICT shall not be liable for compensation or indemnification to CONSULTANT for injury or sickness arising out of performing any services hereunder. All information gained by CONSULTANT in the performance of this
AGREEMENT shall be considered confidential and shall not be released by CONSULTANT without DISTRICT’s prior written authorization. CONSULTANT shall not, without written authorization from the General Manager or unless requested by the District Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work
performed under this AGREEMENT. Response to a subpoena or court order shall not be considered “voluntary” provided CONSULTANT gives DISTRICT notice of such court order or subpoena. CONSULTANT warrants that the individual who has signed this AGREEMENT
has the legal power, right, and authority to make this AGREEMENT and bind the CONSULTANT hereto. If you agree with the terms of this AGREEMENT, indicate by signing and dating two original agreements where indicated below and return both to the undersigned. Once the documents are fully executed, one original will be returned to you for your records.
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Approved by: Reviewed and Accepted by:
________________________________ ________________________________ General Manager Signature
________________________________
Approved as to Form: Name
________________________________ ________________________________ Harper & Burns LLP Title
District Counsel
________________________________ Date
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9/30/2025
Tim Davis
President
CONFIDENTIAL
California PPO License #122449 Page 1 of 2
Texas License #C28520601
DBA Davis Aguayo Group Date: September 25, 2025
Costa Mesa Sanitary District
Scott Carroll
290 Paularino Avenue
Costa Mesa, CA 92626
Subject: Private Security Services for Costa Mesa Sanitary District
Scott,
Special Mission Concepts is a Disabled Veteran-Owned and operated company that continues
its dedication to service and protection by providing proactive, security-focused solutions. Our
services are delivered by a highly skilled team of military veterans and specialized law
enforcement professionals, primarily drawn from former special operations and tactical units,
all committed to delivering the highest standard of security.
The following is the scope of work discussed with Dyana on 09/24/25.
SCOPE OF WORK
Special Mission Concepts will provide undercover armed security services to support
Costa Mesa Sanitary District’s (CMSD) board meetings and attending members. This
operation will support critical incident response and serve as an undercover surveillance
asset to detect potential criminal activity. Security services will include the following:
Locations: TBD
Requested Contract Dates: 10/01/2025, 10/04/2025, and 10/27/2025.
Workforce: One (1) undercover armed security operator
Coverage:
10/01/2025: 1:30 PM to 6:30 PM (PST)
10/04/2025: 8:30 AM to 10:30 AM (PST)
10/27/2025: 4:00 PM to 6:30 PM (PST)
*Security coverage start and end times may be adjusted to align with CMSD’s
meeting hours.
EXHIBIT "A"
Docusign Envelope ID: E8036B81-18F6-46E9-8F23-0B253B31A659
CONFIDENTIAL
California PPO License #122449 Page 2 of 2
Texas License #C28520601
DBA Davis Aguayo Group
PRICING
Following is a break out of Special Mission Concepts pricing for the scope of work
previously described.
Operator Hourly Rate: $80.00 per hour per operator
Total Operators: 1
Payment Terms: Net 15
Thank you for the opportunity to present this proposal. Special Mission Concepts is dedicated to
ensuring the safety and security of CMSD’s board members and attending guests. We appreciate
your consideration.
The pricing outlined in this proposal is valid for 5 days from the proposal date. To proceed with
the services offered by Special Mission Concepts, please sign and return this document. Upon
receipt, we will provide a contract outlining the agreed-upon terms and conditions.
For any questions regarding this proposal please contact Trevor Davis (737) 303-1618,
trevor.davis@specialmissionconcepts.com
I hereby accept this proposal:
Print Name: ____________________________________
Company: __________________________________
Title: ________________________________
Signature: ________________________________
Date: ________________________________
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