Sunday, September 14, 2014
"Cytel Group, LLC / Urban Shield", in contract with Alameda County Sheriff's Office, is actually an non-entity, according to state records
"ALERT: Problems with Urban Shield contract with Cytel Group / Sheriff's Office?"
adapted from 2014-09-13 message by investigative journalist Lynda Carson:
I have recently looked into the contracts with the Alameda County Sheriff's Office / Urban Shield / Cytel Group, and I am alarmed about something that I have discovered regarding their contracts.
Here's the problem. One contract with the Alameda County Sheriff's Office has been awarded to Cytel Group, LLC for the rights to promote Urban Shield events etc..., and the Sheriff's Office and Cytel Group, LLC share the proceeds from the money that comes in from Urban Shield events in Oakland, Austin Texas, New Orleans, Boston, and possible other locations abroad, through the years.
The problem with this contract that confuses me is that I can not find a corporation in California that is listed with the Secretary of State that is named Cytel Group, LLC.
I found a company that is called Cytel Group, LP and it's status is cancelled. I understand what this means.
I also found a corporation listed as Cytel Group, Inc, that has two other contracts with the Sheriff's Office. Alright, I got it....
But like I stated above, it appears that a corporation named Cytel Group, LLC does not exist that has entered into an agreement with the Sheriff's Office to control the rights to the Urban Shiled brand name, mark, events, programs, etc... I don't get it, and feel like this is not a legally binding contract. Perhaps I am wrong and just fail to understand corporate law. I am not an attorney.
Click on link below for corporations listed with the Secretary of State, in California to verify what I have discovered. Business Search / California [http://kepler.sos.ca.gov/].
My question is this. If the Alameda County Sheriff's Office made an agreement with a corporation named the Cytel Group, LLC which apparently does not exist in California as a corporation, is it a legal contract?
The Cytel Group, LLC may possibly exist in another state, but I am not aware of that if it is the case.
To the best of my knowledge the Cytell Group, LLC does not exist, and if that is so, why or how can there be a legally binding contract between the Alameda County Sheriff's Office and Cytel Group, LLC, for the Urban Shield events being held in Oakland, and elsewhere?
Or, my other question; Are the Urban Shield events being held in Oakland, and across the nation legal, if the corporation hired to conduct the Urban Shield events does not legally exist in California, or elsewhere?
See info further below.
If someone has an answer, please feel free to send me an email. This seems very perplexing to me and I do not understand how this could be legal.
At this point, your answer would be much appreciated. I am just trying to figure out what the Sheriff's Office is up to regarding Urban Shield, which has been all over the news lately. Especially, if it does not have a legally binding contract for Urban Shield events that have been held at the Oakland Marriott, etc...
If Urban Shield is not legally allowed to operate because the Cytel Group, LLC does not actually exist, can the operation be shut down, and the Sheriff's Office / Cytel Group be sued for fraud or some other reason, such as having an unlawful contract to have Urban Shield events?
Just very curious. This is really bothering me.
For those of you in the media, this may be a breaking story of it turns out that Urban Shield is an unlawful operation because the Alameda County Sheriff's Office may have entered into an agreement with a corporation called the Cytel Group, LLC, that does not appear to exist.
I believe that an investigation is warranted in regards to looking into this matter.
Again, though, my real concern is to figure out if the original contract with the Sheriff's Office is legal with Cytel Group, LLC which does not seem to exist.
According to public records with the Secretary of State in California, there is a corporation called the Cytel Group, Inc. in California, but there is not a company called Cytel Group, LLC in California.
Cytel Group, Inc. should not be confused with Cytel Group, LLC which would be a different entity if it actually existed.
See information below from the Secretary of State...
Cytel Group LP
Entity Number - 199730700012
Date Filed - 10/30/1997
Status - CANCELED
CYTEL GROUP L.P.
Agent For Service Of Process - BRIAN MCDONALD
Entity Name: CYTEL GROUP L.P.
Entity Number: 199730700012
Date Filed: 10/30/1997
Entity Address: 4001 S. DECATUR #546
Entity City, State, Zip: LAS VEGAS NV 89103
Agent for Service of Process: BRIAN MCDONALD
Agent Address - 2828 COCHRANST., #235
Agent City, State, Zip: SIMI VALLEY CA 93065
Cytel Group, Inc.
Click on the link below for information about two other Cytel Group contracts with the Alameda County Sheriff's Department, that are with Cytel Group, Inc. which does exist. But this corporation is founded by James Lester Baker who claims that his wife is owner of the company, which appears to be pure B.S.
* Original link [http://www.acgov.org/board/bos_calendar/documents/DocsAgendaReg_02_28_12/PUBLIC%20PROTECTION/Regular%20Calendar/Sheriff_Cytel_Group.pdf]
* Backed up at (archive.org)
A) Click on link below for the contract to privatize Urban Shield in which the contract is being granted to the Cytel Group, LLC, a California limited liability company. The problem with this contract is that the Cytel Group, LLC does not exist in the state of California.
According to the public records of Secretary of State in California, the Cytel Group, LLC does not exist.
* Original link [http://www.acgov.org/board/bos_calendar/documents/DocsAgendaReg_06_07_11/PUBLIC%20PROTECTION/Regular%20Calendar/Sheriff_Cytel_Group_LLC.pdf]
* Backed up at (archive.org)
THIS LICENSE AGREEMENT is entered into this 1st day of May, 2011, between the County of Alameda, State of California, a legal division of the State of California, through the Alameda County Sheriff's Office ("Licensor"), and Cytel Group, LLC., a California limited liabiIity corporation ("Licensee").
B) According to public records, on June 7, 2011 the Alameda County Board of Supervisors voted to approve an agreement between the Alameda County Sheriff's Office and the Cytel Group, LLC. The problem with this contract agreement between the Alameda County Sheriff's Office and the Cytel Group, LLC that was approved by the Alameda County Board of Supervisors is that the Cytel Group, LLC does not exit and is not a legal company in the State of California.
Alameda County Board of Supervisors / Urban Shield contract June 7, 2011
(MINUTES - BOARD OF SUPERVISORS’ MEETING, TUESDAY, JUNE 7, 2011 - PAGE 12)
SUMMARY ACTION MINUTES
30. Sheriff – Approve the following recommendations:
A. Authorize the Sheriff to enter into an agreement with Cytel Group, LLC (Principal: Anne M. Baker; Location: Castro Valley) for the development of individual disaster training exercises and/or programs similar to Alameda County’s “Urban Shield”;
B. Authorize the Sheriff to receive a license fee of $10,000 from Cytel Group, LLC as payment for the first year of their use of the Urban Shield marks and materials and for each additional year a fee of one percent of the gross revenues collected by licensee or its affiliates for every individual exercise and/or program conducted by the Cytel Group, LLC; and
C. Authorize the Sheriff to deposit all fees collected from this agreement into the approved “Urban Shield” cash fund for the purpose of offsetting costs associated with future Urban Shield exercises
– CAO Recommends: Approve
Attachment 30 - 51234 Approved as recommended FILE 27346
C) Bay Area UASI Guidance Manual - 2014
(031314 Agenda Item 9 Appendix C RTEP Guidance Manual 2014)
* Original link [http://www.bayareauasi.org/sites/default/files/resources/031314%20Agenda%20Item%209%20Appendix%20C%20RTEP%20Guidance%20Manual%202014.pdf]
* Backed up at (archive.org)
Once again James L. Baker is using the Cytel Group, LLC to make a bid for use of it's services with the Bay Area UASI. The problem with this, is that the Cytel Group, LLC does not exist in the State of California, as a California limited liability company.
To: James Baker, Cytel Group, Inc., Cytel Group, LLC, Urban Shield.
From: Lynda Carson
Sunday September 14, 2014
Dear Mr. Baker
I am writing to ask for a reply from you regarding Cytel Group, LLC / Urban Shield.
According to the office / records of the Secretary of State in California, Cytel Group, LLC is not an entity and does not exist.
However the public records reveal that the Alameda County Board of Supervisors voted to approve an agreement between the Alameda County Sheriff's Office and Cytel Group, LLC, in regards to the rights for control of Urban Shield, Urban Shield events, programs, mark, etc....
Considering that Cytel Group, LLC does not exist according to the Secretary of State in California, could you send me an email to explain to me how this is possible for the Cytel Group, LLC to have a contract with the Alameda County Sheriff's Office regarding control and promotion of Urban Shield, its events, programs, mark, etc...?
I also noticed that you and the Cytel Group, LLC/Urban Shield have been making some bids for some contracts/events with UASI in the Bay Area.
Additionally, I also read in an Oakland Tribune article that you stated that you founded the Cytel Group as a way to promote Urban Shield after spending 22 years with the Sheriff's Office. However, in the same article it mentions that the Cytel Group is a woman owned corporation.
Here is what I know. According to the records with the Secretary of State, Cytel Group, Inc. is listed as an active corporation in California, and that the status of Cytel Group, LP is cancelled.
However, Cytel Group, LLC is a non entity in California, even though the Alameda County Board of Supervisors voted to approve an agreement that was made with the Alameda County Sheriff's Office and the Cytel Group, LLC.
I am curious about this considering that the Cytel Group, LLC does not exist.
Thanks in advance, and I look forward to hearing back from you.
Please feel free to send your reply to Lynda Carson at tenantsrule@) yahoo.com
Differences Between a Corporation and a Limited Liability Company (LLC) -
A limited liability company is a type of business entity that combines the personal liability protection of a corporation with the tax benefits and simplicity of a partnership. The following section details the main advantages and disadvantages of corporations versus LLCs.
Advantages of a corporation versus a limited liability company (LLC):
* Corporation profits are not subject to Social Security and Medicare taxes -
Like a sole proprietorship or a partnership, the salaries and profits of an LLC are subject to self-employment taxes, currently equal to a combined 13.3%, unless the LLC opts to be taxed as a corporation. With a corporation, only salaries (not profits) are subject to such taxes. Corporations garner greater acceptance Since limited liability companies are still relatively new, not everyone is familiar with them. Although they continue to grow in popularity, still, in some cases, banks or vendors may be reluctant to extend credit to limited liability companies. Some states restrict the type of business an LLC may conduct.
* Corporations can offer a greater variety of fringe benefits with fewer taxes -
Corporations offer a greater variety of fringe benefit plans than any other business entity. Various retirement, stock option and employee stock purchase plans are available only for corporations. Plus, sole proprietors, partners and employees owning more than 2% of an S corporation must pay taxes on fringe benefits (such as group-term life insurance, medical reimbursement plans, medical insurance premiums and parking). Shareholder-employees of a C corporation do not have to pay taxes on these benefits.
* Corporations lower taxes through income shifting -
Although C corporations are subject to double taxation, a C corporation can use income shifting to take advantage of lower income tax brackets.
To illustrate, let's take an example of a company that earns $100,000. With a sole proprietorship, a business owner who is married and filing jointly would be in the 25% income tax bracket. With a corporation, assume that the business owner takes $50,000 in salary and leaves $50,000 in the corporation as corporate profit. The federal corporate tax rate is 15% on the first $50,000. Furthermore, the business owner is now in the 15% tax bracket for his or her personal income tax. This can reduce your overall tax liability by over $8,000.
Advantages of a limited liability company (LLC) versus a corporation:
* LLCs have fewer corporate formalities -
Corporations must hold regular meetings of the board of directors and shareholders and keep written corporate minutes. Members and managers of an LLC need not hold regular meetings, which reduces complications and paperwork. LLCs have no ownership restrictions
S corporations cannot have more than 100 shareholders. Each shareholder must be an individual who is a U.S. resident or citizen. Also, it is difficult to place shares of an S corporation into a living trust. These restrictions do not apply to LLCs (or C corporations).
* LLCs have the ability to deduct operating losses -
Members who are active participants in an LLC's business can deduct operating losses against their regular income to the extent permitted by law. While S corporation shareholders can also deduct operating losses, C corporation shareholders cannot.
* LLCs have tax flexibility -
By default, LLCs are treated as a "pass-through" entity for tax purposes, much like a sole proprietorship or partnership. However, an LLC can also elect to be treated like a corporation for tax purposes, whether as a C corporation or an S corporation.