Res No 043-24-16148RESOLUTION NO. 043-24-16148
A RESOLUTION OF THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI,
FLORIDA, APPROVING A MULTI-YEAR AGREEMENT
WITH GALLS, LLC FOR POLICE UNIFORMS UTILIZING
THE TERMS AND CONDITIONS OF THE BROWARD
SHERIFF'S OFFICE (BSO) CONTRACT COMPETITIVELY
AWARDED PURSUANT TO RLI #23013AG; PROVIDING
FOR AUTHORIZATION, IMPLEMENTATION,
CORRECTIONS, AND AN EFFECTIVE DATE.
WHEREAS, the City of South Miami (the "City") desires to engage a vendor experienced
in the supply of uniforms and the operation of a web-based uniform ordering program for the
uniform and ancillary equipment needs of the Police Department on an as-needed basis (the
"Services"); and
WHEREAS, on July 20, 2023, the Broward Sherifrs Office ("BSO") competitively
awarded Galls, LLC (the "Vendor'') a multi-year contract for the Services pursuant to RFP
#23013AG, which has a term of three (3) years with the option to renew for five (5) additional one
( 1) year renewal options (the "BSO Contract"); and
WHEREAS, pursuant to Article III, Section 5 of the City Charter, and the City's
Purchasing Policy adopted by ordinance as part of the 2023/2024 FY Budget, the City's bidding
process may be conducted by making purchases through other governmental agencies that have
followed competitive bidding procedures similar to the City's adopted procedures; and
WHEREAS, the type of se1vices contemplated by the City has been competitively bid by
the BSO, which resulted in the BSO Contract with the Vendor for the Services, based on
competitive bidding procedures similar to the City's adopted procedures; and
WHEREAS, the Vendor has agreed to extend the pricing, tenns, and conditions of the
BSO Contract to the City; and
WHEREAS, the City Commission desires to enter into an agreement with the Vendor for
the Services, in substantially the form attached hereto as Exhibit "A," utilizing the terms and
conditions of the BSO Contract (the "Agreement"), and authorize the City Manager to negotiate
and execute the Agreement; and
WHEREAS, in addition to police unifonns, the City may be able to utilize this Agreement
to fulfill uniform needs for other departments of the City in the future; and
WHEREAS, under the Agreement, City expenditures will be incurred as needed based on
orders by the City rather than as a fixed annual expenditure; and
WHEREAS, because the expenditures are on an as-needed basis, the cost of the Services
are limited by the annual uniform budget as approved by the City Commission for Account No.
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Res. No. 043-24-16148
00 l-l 9 l0-521-5220, has a current fund balance of $66,344 for the 2023/2024 fiscal year, or such
other funding source(s) as detennined by the City Manager to be in the best interest of the City for
the Services; and
WHEREAS, on April 2, 2024, the City Commission held the required public hearing in
accordance with Article IV, Section 4(D) of the City Charter; and
WHEREAS, the City Commission finds the Agreement for the Services to be in the best
interest of the City.
NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSIONERS OF THE CITY OF SOUTH MJAMl, FLORIDA:
Section 1. Recitals. The above-stated recitals are true and conect and are incorporated
herein by this reference.
Section 2. Approval of Agreement; Authorization. The City hereby approves the
the Agreement with the Vendor, in substantially the form attached hereto as Exhibit "A," utilizing
the tenns and conditions of the BSO Contract, and authorizes the City Manager to negotiate and
execute the Agreement, subject to the approval of the City Attorney and City Manager as to form,
content, and legal sufficiency. The cost of the Services for will not exceed the annual uniform
budget as approved by the City Commission for Account No. 001-1910-521-5220, which has a
current fund balance of $66,344 for the 2023/2024 fiscal year, or such other funding source(s) as
determined by the City Manager to be in the best interest of the City.
Section 3. Implementation. That the City Manager is authorized to take any and all
actions necessary to implement the Multi-Year Agreement and the purposes of this Resolution.
Section 4. Col'rections. Confom1ing language or technical scrivener-type conections
may be made by the City Attorney for any conforming amendments to be incorporated into the
final resolution for signature.
Section 5.
adoption.
Effective Date. This Resolution shall become effective immediately upon
PASSED AND ADOPTED this 2nd day of April, 2024.
READ AND APPROVED AS TO FORM,
LANGUAGE, LEGALITY AND
EXECUTION THEREOF
;;;Jj[3s MA
COMMISSION VOTE:
Mayor Fernandez:
Vice Mayor Bonich:
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4-0
Yea
Yea
Res. No. {)43 -24-16148
WEISS sEROTAHELFMANCOLE
& BIERMAN, P.L.
CITY A TIORNEY
Commissioner Calle:
Commissioner Liebman:
Commissioner Corey:
Page 3 of3
Yea
Absent
Yea
Agenda Item No:7.
City Commission Agenda Item Report
Meeting Date: April 2, 2024
Submitted by: John Barzola
Submitting Department: Police Department
Item Type: Resolution
Agenda Section:
Subject:
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA,
APPROVING A MULTI-YEAR AGREEMENT WITH GALLS, LLC FOR POLICE UNIFORMS UTILIZING THE
TERMS AND CONDITIONS OF THE BROWARD SHERIFF’S OFFICE (BSO) CONTRACT COMPETITIVELY
AWARDED PURSUANT TO RLI #23013AG; PROVIDING FOR AUTHORIZATION, IMPLEMENTATION,
CORRECTIONS, AND AN EFFECTIVE DATE. 3/5 (CITY MANAGER-POLICE DEPT.)
Suggested Action:
STAFF RECOMMENDS FOR THE APPROVAL OF ENTERING INTO A MULTI-YEAR AGREEMENT WITH
GALLS LLC ONTO A PIGGYBACK AGREEMENT THROUGH THE BROWARD COUNTY SHERIFFS OFFICE
FOR PURCHASE OF UNIFORMS AND OTHER ASSOCIATED EQUIPMENT
Attachments:
Galls_LLC_Multi_Year_Agreement_Memo_SKreview.docx
Resolution Approving Galls LLC for PD Uniforms.DOCX
Exhibit A - South Miami Agreement with Galls, LLC
Award Memo RLI # 23013AG_Signed.pdf
Broward Sheriff's Office - Uniforms - 23013AG - Bid Spreadsheet - Final with 30 percent margin (1).pdf
BSO_and_GALLS,_LLC_-_Agreement_Uniforms_-_23013AG_- Executed 8-18-2023.pdf
MH Ad.pdf
1
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
TO:The Honorable Mayor &Members of the City Commission
FROM:Genaro “Chip” Iglesias, City Manager
DATE:April 2, 2024
SUBJECT:Purchase of Uniforms and other associated equipment for the City’s Police
Department
RECOMMENDATION:Approval of the multi-year agreement with Galls, LLC via a piggyback
agreement through the Broward County Sheriff's Office for the purchase of
uniforms and other associated equipment.
BACKGROUND:The Police Department researched options to streamline and create a more
efficient system for the purchase of uniforms and other associated ancillary
equipment. The Department currently utilizes Lou’s Police Supply in North
Hialeah for these needs,which require travel time for fittings and pickups of
uniforms. Lou’s Police Supply does not offer the options, inventory, support,
and efficiency of Galls LLC.
Galls LLC will develop a website portal exclusive to the South Miami Police
Department for uniform and ancillary equipment orders. The portal will have
police department internal approvals as well as inventory control. The
agreement with Galls also allows for the purchase of other safety equipment
which at times can be hard to procure for a smaller agency such as ballistic
helmets, shields etc.
The Broward County Sheriff’s Office issued a solicitation RLI #23013AG for
“On-line Web Based Uniform Ordering System and On-Site Facility.” One
proposal was received from Gall’s LLC. The proposal was reviewed by a
Selection Committee who recommended Gall’s LLC for contract negotiations.
A contract was fully executed on August 16, 2023,for a three (3) year term
with up to five (5) one (1) year options to renew.
The agreement will also allow other City departments to meet their uniform
needs if the need arises. The police expenditure amount will be limited to its
annual budgeted amount as approved by the City Commission.Galls LLC has
2
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
been selected by numerous local agencies such as MDPD, MPD, BSO to name
a few.
ACCOUNT: 001-1910-521-5220 Uniforms, with a current balance of $66,344
ATTACHMENTS: RESOLUTION
BSOAGREEMENT
BSOUNIFORM APPROVED LIST
BSOAWARD EMO
BSOPACKET FOR SOLICITATION
Piggyback Agreement
3
AGREEMENT BETWEEN
THE CITY OF SOUTH MIAMI
AND
GALLS, LLC
THIS AGREEMENT (this "Agreeme nt") is made effective as of the I 2 I day of
J April L 2024 (the "Effective Date"), by and between the CITY OF
SOUTH MIAMI, FLORIDA, a Florida municipal corporation (the "City"), and GALLS, LLC,
a Delaware limited liability company authorized to conduct business in the State of Florida (the
"Contractor"). Collectively, the City and the Contractor are refen-ed to as the "Parties."
WHEREAS, the City des ires to engage a vendor experienced in the supply of uniforms
and the operation of a web-based unifo1m ordering program for the uniform and ancillary
equipment needs of the Police Depa1tment (the "Services")
WHEREAS, on July 20, 2023, the Broward Sheriffs Office ("BSO") competitively
awarded the Contractor a multi-year contract for the Services purs uant to RLI #23013AG, which
has a te1m of three (3) years with the option to renew for five (5) additional one (I) year re ne wal
options (the "BSO Contract"); and
WHEREAS, pursuant to A1ticle III , Section 5 of the City Charter, the City may make
purchases through other governmental agencies that have followed similar bidding
procedures; and
WHEREAS, the type of services contemplated by th e City ha s been competitively bid by
the BSO, which has entered into the contract dated August 16 , 2023 attached hereto as Attachment
"A" (the "BSO Contract") with the Contractor; and
WHEREAS, in accordance with Article III , Section 5 of the City Chaiter, the City wishes
to enter into this Agreement with the Contractor for the Services, consistent with the term s and
conditions of the BSO Contract.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the City and the Contractor agree as follows:
I. Incorporation of Contract. The te1ms and conditions of the BSO Contract attached hereto
as Exhibit "A" are incorporated as though fully set forth herein. Except as otherwise
specifically set forth or modified herein, all term s in the BSO Contract are hereby ratified and
affirmed and s hall re main unmodified and in full force and effect in accordance with its terms.
2. Defined Terms. All initial capitalized te1ms used in thi s Agreement shall have the same
meaning as set forth in the BSO Contract unless othe1wise provided in this Agreement. All
references to the "Sheriff of Broward County, Florida", the "Broward Sheriffs Office", and
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Page 1 of 4
the "SHERIFF" in the BSO Contract shall be replaced w ith the "City of South Miami , Florida"
or the "CITY" where applicable.
3. Conflicts; Order of Prioritv. This doc ument without exhibits is refen-e d to as the
"Agreement." In the event of a conflict between the terms of this Agreement and any exhibits
or attachments hereto, or any docume nt s incorporate d herein by reference , the conflict s ha ll be
re solved in the following order of priorities and the more stringent criteria for performance of
the Services shall apply:
A. First Priority: This Agreement;
B. Second Priority: Exhibit "A," the BSO Contrac t ; and
C. Third Priority: E-Verify Affidavit.
4. Amending Article I of the BSO Contract. Articl e I, "D efinitions and Identifications," of the
BSO Contract is hereby amended to delete the term "W o rksite" and clarify there w ill be no
"Worksite " or services rela ted thereto as pa rt of the scope of services, as follows:
l .8 Worksite means that location at the central supply building located at 260 I
West Brov,rard Blvd., Fort Lauderda le, Florida 33312 which is more fully described
as Exhibit C hereto. All referen ces to "Works ite" or on-site services related thereto
s ha ll not a pply to the City of South Miami.
5. Amending Article X of the BSO Contract. Article X , "Alterations and Measuring Services,"
of the BSO Contract is hereby deleted in it s e ntirety.
6. Amending Article XXIII of the BSO Contract. Article XXIII, "Worksite Premises," of the
BSO Contract is hereby d e le ted in its e ntirety.
7. Notice Pursuant to Section 119 .0701{2)(a), Florida Statutes. IF THE
CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S
DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS:
Nkenga "Nikki" Payne, CMC, FCRM, City Clerk, 6130 Sunset Drive, First
Floor, South Miami, FL 33143, 305-663-6340, npayne@southmiamifl.gov.
8. Governing Law and Venue. This Agreement is made under, and in all respect s, s ha ll be
interpreted, construed, enforced, and govern ed by a nd in accordance with the laws of the State
of Florida. Venue for a ny legal acti o n res ul t ing from thi s Agreement shall lie so lel y in Miami-
Dade County, Florida.
9. Notices/Authorized Representatives. Any notices req uired by this Agre ement s ha ll be in
writing and s ha ll be deemed to have been prop e rl y g iven if trans mitted by ha nd-d e live1y , by
registe red or certifi ed ma il w ith postage prepaid return receipt req u ested , or by a private postal
service, addressed to the pai1ies (or th e ir s uccess ors) at the addresses li sted on the s ignature
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Pag e 2 of 4
page of thi s Agreement or s uch other address as the party may have designated by proper
noti ce.
10. E-Verify Affidavit. In acco rd a nce with Section 448.095 , Florida Statutes, the City requires
all contractors doing bus iness w ith the City to registe r w ith and use the E -V erify system to
verify the work authori zati o n status of all newly hired e mployees. The C ity will not enter into
a contract unl ess each pa1ty to the contract regi sters with and uses th e E-Verify system. The
contracting entity must pro v id e of its proof of e nrollme nt in E -Verify. For in s tructions on h ow
to prov ide proof of the contracting e ntity 's p art ic ipa tion/enrollme nt in E -Veri fy , pl ease v is it:
https:/ /www.e-verify .gov/ fag /how-do-i-provide-proof-o f-my-participa tionenrollment-in-e -
verifv. B y entering into this Agreement, the Con tracto r acknowledges that it has read S ection
448.095, Florida Statutes; will comply w ith th e E-Verify requirements imp osed by Section
448.095 , Florida Statutes, including but not limited to obtaining E-Verify affidavits from
subcontractors; and ha s executed the required affi davi t attached he reto and incorporated
here in .
11. Counterparts. This Agreement ma y be executed in severa l counterparts, eac h of w hi c h s ha ll
be deeme d a n original and suc h counterpa1ts s hall co nstitute one and the sam e instrume nt.
[Remainde r of page intentionally left blank.
Signature pages follow.]
Page 3 of 4
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
the day and year as first stated above.
CITY OF SOUTH MIAMI
By: --=-=----1------1-µ...:;..__.__ ___ _
Gen
C ity Man
Attest:
Payne, CMC, FCRM
App roved as to Form and Lega l Sufficiency:
By:,,...--.t-_,_-""-''-'--'""""--""'-,rp."'-'------
Wei
City Attorney
Addresses for Notice:
City of South Miami
Attn: City Manager
6130 Sunset Drive, First floor
South Miami, FL 33143
305-668 -2510 (telephone)
chip@southmiamifl.gov (email)
With a copy to:
Weiss Serota Helfman Co le & Bierman, P.L.
Attn: City of South Miami Attorney
2800 Ponce de Leon Boulevard, Suite 1200
Coral Gables, PL 33134
larango@wsh-law.com (email)
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GALLS,LLC
By:~/& JQ.fh,.,
Name: Mike Fadden
Title: Chief Executive Officer
Ent ity : Galls, LLC
Addresses for Notice:
Galls, LLC
Attn : Mike Fadden, CEO
1340 Russell Cave Road
Lexington, KY 40505
_8_44_-4_6_4_-2_5_57 _______ {telephone)
_b_id_re_v_ie_w~®~g~a_ll_s._c_om ____ ( email)
With a copy to:
Galls, LLC
Attn: Legal OPS
1340 Russell Cave Rd .
Lexington, KY 40505
_8_44_-_46_4_-2_5_5_7 ______ {telephone)
_b_id_re_vi_ew_@...cc....c..g_al_ls_.co_m _____ ( ema i I)
Page 4 of 4
ATTACHMENT "A"
BSO CONTRACT
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DocuSign Envelope ID: C0BECDDD-F416-41 E8-944A-801 E2OO47268
AGREEMENT
BY AND BETWEEN
BROWARD COUNTY SHERIFF'S OFFICE
AND
GALLS, LLC
THIS AGREEMENT is made and entered into this 16th day of August, 2023 by
and between Gregory Tony, as Sheriff of Broward County, Florida located at 2601 West
Broward Blvd., Fort Lauderdale, Florida 33312 (hereinafter referred to as "SHERIFF")
and GALLS, LLC, a Foreign Limited Liability Company eligible to conduct business in
the State of Florida, with a principal place of business at: 1340 Russell Cave Road,
Lexington, Kentucky 40505 (hereinafter referred to as "CONTRACTOR").
WHEREAS, the SHERIFF issued a solicitation for RU# 23013AG (hereinafter
referred to as "[RU") marked as Exhibit A and attached hereto and incorporated herein
by reference;
WHEREAS, the CONTRACTOR submitted a proposal to RU marked as Exhibit
B and attached hereto and incorporated herein by reference;
WHEREAS, the SHERIFF selected CONTRACTOR to perform the services
under the RU;
THEREFORE, in consideration of the mutual terms and conditions contained
herein, the parties agree as follows:
ARTICLE I
DEFINITIONS AND IDENTIFICATIONS
1.1 Agreement -means this document including the exhibits, schedules and
attachments attached hereto and those documents that are set forth in this Agreement
as being expressly incorporated herein by reference.
1.2 SHERIFF -means the Broward Sheriff's Office.
1.3 BSO Contract Administrator-The designee of SHERIFF whose primary
responsibility is to coordinate and communicate with CONTRACTOR and to manage
and supervise performance and completion of this Agreement in accordance with the
terms and conditions set forth herein. In the administration of this Agreement, as
contrasted with matters of policy, all parties may rely on the instructions or
determinations made by the Contract Administrator.
1.4 CONTRACTOR -means GALLS, LLC and its successors and assigns.
1.5 Deliverab/e(s) -means all products, goods, work and services to be
provided and/or performed by CONTRACTOR pursuant to this Agreement.
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OocuSign Envelope ID: C0BECDDD-F416-41E8-944A-8O1E2OO47268
1.6 Merchandise -means those goods represented on Exhibit A and Exhibit B
along with any other goods that are ordered by SHERIFF from CONTRACTOR.
1. 7 Website -means the unique partner "turnkey" ordering website that will
be for the sole use of SHERIFF and its personnel in connection with this Agreement.
1.8 Worksite -means that location at the central supply building located at
2601 West Broward Blvd., Fort Lauderdale, Florida 33312 which is more fully described
as Exhibit C hereto.
ARTICLE II
SCOPE OF SERVICES
CONTRACTOR is hereby retained to provide to SHERIFF the services under the terms
and conditions set forth in this in the following:
(a) This document; and
(b) The SHERIFF RLI# 23013AG On-line Web-Based Uniform Ordering System and
On-Site Facility for Broward Sheriff's Office (RLI) which is attached hereto and
marked as Exhibit A.
(c) CONTRACTOR's proposal to SHERIFF, incorporated herein, as Exhibit B.
ARTICLE Ill
MANNER OF PERFORMANCE
3.1 CONTRACTOR shall perform all services to the utmost professional
standards.
3.2 CONTRACTOR agrees to perform, at all times faithfully, industriously, and
to the best of its ability, experience, and talent, all of the duties that may be required of
and from it pursuant to the express and implicit terms of this Agreement.
3.3 CONTRACTOR represents that all persons delivering the services
required by this Agreement have the knowledge and skills, either by training,
experience, education, or a combination thereof, to adequately and competently
perform the duties, obligations, and services set forth herein, and to provide and
perform such services to SHERIFF's satisfaction for the agreed compensation. The
quality of CONTRACTOR's Deliverables provided to or on behalf of SHERIFF shall be
comparable to the best local and national standards.
3.4 CONTRACTOR will provide a drug-free workplace program in accordance
with the Drug Free Workplace certification attached as Exhibit F and incorporated
herein.
3.5 Time is of the essence in CONTRACTOR'S performance of this
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Agreement.
3.6 At the request of the BSO's Contract Administrator, CONTRACTOR will
attend any meetings regarding the development of the website and/or preparation and
staffing and operations of the work site. CONTRACTOR will ensure that the proper
personnel are in attendance based upon the agenda for such meetings.
ARTICLE IV
CONFLICT OF INTEREST
CONTRACTOR assures SHERIFF that to the best of its knowledge, the signing of this
Agreement does not create any conflict of interest between itself, its associates, any
principal of its firm or any member or employee of SHERIFF.
ARTICLE V
TERM
5.1 This Agreement and CONTRACTOR'S performance shall commence on
August 17, 2023_and remain in full force and effect for a period of three (3) years
through August 16, 2026.
5.2 SHERIFF, at its sole discretion, may elect to renew this Agreement for
additional one ( 1) year renewal options up to five ( 5) times with written notice to the
CONTRACTOR.
ARTICLE VI
INVENTORY LEVELS
CONTRACTOR acknowledges that SHERIFF is entering this Agreement upon the
representations that CONTRACTOR will keep a fully stocked inventory of Merchandise
exclusively available for SHERIFF's ordering needs, and that CONTRACTOR shall
keep working inventory levels located at the Worksite. At no time will inventory levels
fall below those levels mutually agreed upon by SHERIFF and CONTRACTOR, and a
sample of each item must be available at the Worksite for fitting and sizing purposes.
Notwithstanding the forgoing, at no times will inventory levels fall below a level that
would negatively impair SHERIFF's ongoing business operations that require timely
delivery of ordered uniforms for its workforce. SHERIFF shall have the right, but not
the obligation, to inspect inventories at any location to confirm CONTRACTOR'S
performance under this Article. Reasonable costs and expenses, including traveling
expenses to and from inventory locations outside of Broward County Florida, for two
SHERIFF representatives annually shall be burdened by CONTRACTOR.
CONTRACTOR agrees to inform SHERIFF promptly if it cannot fulfill an order within
seven (7) calendar days of order placement.
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ARTICLE VII
CONSIDERATION
7.1 SHERIFF agrees to purchase the Merchandise as needed, and in
quantities as determined by SHERIFF, at the prices reflected in Exhibit D hereto.
7.2 CONTRACTOR will provide an itemized invoice to SHERIFF for all
charges and products sold on a monthly basis based on the rates reflected on Exhibit D
hereto. If an item is ordered by SHERIFF and/or SHERIFF employees and is not
reflected on Exhibit D then the agreed upon price shall be that which is the lowest price
charged for that particular item by CONTRACTOR to any other governmental entity.
7 .2.1 Invoices must be detailed with the following information on a weekly
basis:
1. Employee name and CCN;
2. Number of items picked-up by employee;
3. Item description and quantity picked -up; and
4. Date item was picked-up.
7.2.2 Invoice bulling for shipped items should be billed as soon as
shipment is made and received by SHERIFF no later than five (5) business days
after shipment.
7.2.3 Invoices for Bulk Orders generated by Central Supply, the invoice
must include detailed itemization complete with description and quantities
ordered.
7 .2.4 CONTRACTOR shall submit an original invoice plus one (1) copy
to the SHERIFF's Finance Department identifying the Deliverable(s) and
Merchandise ordered and received by SHERIFF and any other information
requested by the SHERIFF's Finance Department with payment due by
SHERIFF within thirty (30) days of receipt of a properly submitted invoice. A
properly submitted invoice is one where SHERIFF does not have any objections.
SHERIFF shall have the right to provide written objections to an invoice within
ten (10) calendar days of SHERIFF's receipt of such invoice. If no objection is
made within such ten (10) calendar day period, payment shall be made within
thirty (30) calendar days thereafter.
7 .3 The prices quoted in Exhibit D hereto may not be increased for the initial
term of the Agreement . Thereafter, CONTRACTOR may increase prices by providing
SHERIFF with a replacement Exhibit Din its entirety with the any new price increases
ninety (90) days prior to the end of any term. Failure to provide such a substituted
Exhibit D within this time period shall result in the CONTRACTOR keeping the then
current prices reflected on the current Exhibit D to this Agreement for the entire next
year term. CONTRACTOR increases in charges for Merchandise are limited to any
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increased costs from its suppliers, provided that charges shall not be increased beyond
yearly CPI increases or five percent (5%) per year, whichever is lower.
7 .3.1 Discount Off List Price or Catalogue: Pricing shall include freight
costs, be F.O.B. destination and be in U.S. dollars. Discounts shall be based on
published pricing from the manufacturer's catalogue or manufacturer's webpage.
Discounts shall be fixed during the entire duration of the contract.
7.5 Notwithstanding the forgoing, during the term of this contract, prices for the
Merchandise, goods and services required under this contract and offered to SHERIFF
must be the equal to or lower than those offered the most favorable customer of
CONTRACTOR for similar quantities under comparable terms and conditions. When
requested by the SHERIFF's contracting officer or representative, the CONTRACTOR
must show that the prices offered to SHERIFF match or are less than those offered the
CONTRACTOR'S most favored customers for those quantities under those terms and
conditions, and such pricing data must be available for review by SHERIFF throughout
the term of the contract. Any price reductions offered to other CONTRACTOR's
customers must be offered to the SHERIFF if similar item quantities are involved
7.6 There shall be no minimum or maximum order of Merchandise by
SHERIFF contemplated under this Agreement by the parties. SHERIFF may order
Merchandise from other third parties at its sole election if:
(a) CONTRACTOR cannot deliver the Merchandise within seven (7) calendar days
from the SHERIFF or SHERIFF employee order placement date, in which case
SHERIFF and/or the SHERIFF employee has the right to cancel the order placed
with CONTRACTOR with e-mail notice to CONTRACTOR prior to SHERIFF
receiving the Merchandise;
(b) CONTRACTOR does not supply speciality items required by SHERIFF;
( c) Any item that is not a standard apparel cloth or fabric item worn as outer clothing
by SHERIFF employees (ie. Utility belts, collar brass, any equipment item,
gloves, etc .. ); or
(d) Any items not reflected on Exhibit Dor items that are not required standard
issued uniforms by SHERIFF or goods that are for personal use by SHERIFF
employees or not designated as "core" items.
Notwithstanding the foregoing, SHERIFF may, at its discretion at any time, order goods
and items from any third-party vendor when it deems it to be in the best interests of
SHERIFF.
ARTICLE VIII
EXPENSES & SHIPMENT OF GOODS
8.1 Except as otherwise provided herein, CONTRACTOR shall be fully and
solely responsible for any and all expenses incurred by CONTRACTOR in the
performance of this Agreement, including, but not limited to, costs of supplies, travel
expenses, telecommunication charges, fees, licenses, bonds, taxes and all other costs
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of doing business. CONTRACTOR shall not, in any manner, incur indebtedness on
behalf of SHERIFF. All costs for shipping the Merchandise to the Worksite and/or the
Broward County Division Sub-Stations Locations ( or returns of Merchandise back to
CONTRACTOR) shall be burdened by CONTRACTOR. All costs for Merchandise
returns brought by SHERIFF to the Worksite shall be burdened by CONTRACTOR,
provided that such returns are only of items that have not been modified (i.e. no
hemming, embroidery, patches, or other embellishments) or have been incorrectly
modified by CONTRACTOR.
8.2 Risk of Loss of Merchandise being shipped to Worksite and/or SHERIFF
by CONTRACTOR, shall be exclusively borne by CONTRACTOR until actually received
at the Worksite and/or BSO Broward County Division Sub-Station.
8.3 All items reflected on Exhibit D that do not require embellishments
(hemming, embroidery, patches) will be delivered according to the following delivery
timelines:
(a) Next day shipments will be made the same day if order is received by 2:00
p.m. EST;
(b) Ground shipments will be made same day if order is received by 3:00 p.m.
EST; and
(c) Items requiring any additional embellishments will require 3-5 business days
to process the embellishment(s) prior to shipment;
ARTICLE IX
CUSTOMER SUPPORT
CONTRACTOR shall develop a standard operating manual to be approved by
SHERIFF in writing at its discretion. CONTRACTOR shall provide training for SHERIFF
personnel at the Employee's location or as otherwise requested by SHERIFF. The
manual must include sections defining individual ordering procedures, account tracking
procedures, inventory control procedures, daily management, inspection procedures,
alteration procedures, other requirements requested by SHERIFF, etc. The manual is
attached hereto and incorporated herein by reference as Exhibit H. An electronic
version of the manual is also posted on SHERIFF's Informant.
ARTICLEX
AL TERA TIONS AND MEASURING SERVICES
10.1 CONTRACTOR shall provide a seamstress/tailor during SHERIFF's
normal business hours. CONTRACTOR's Seamstress shall be available at the Worksite
during all operational hours, and on-site Monday-Friday from 8:00a.m. to 5:00p.m. or
such other times as requested in writing by SHERIFF. Should CONTRACTOR's
normally assigned seamstress not be available to provide services to SHERIFF for
more than 3 consecutive business days, then CONTRACTOR shall provide a
seamstress to fill-in until the normally assigned seamstress returns.
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10.2 Minor alterations and repairs to a uniform item of clothing must be
completed within forty-eight (48) hours from the time, as reflected on a claim ticket, that
a SHERIFF's employee leaves the uniform item at the designated facility for alteration
or repair. Minor alterations and repairs shall mean in-seam and out seam repairs and
alterations; repair of small rips and tears; button or zipper replacement; affixing stripes,
patches and braids; and trim replacement or other such repairs. All other repairs must
be available for pick-up at the designated area as determined by SHERIFF.
ARTICLE XI
INDEMNIFICATION
11.1 CONTRACTOR shall indemnify, hold harmless and defend SHERIFF, his
officers, employees, agents, servants, designees, attorneys, and legal representatives
against any third-party claims, demands, causes of action, lawsuits, liabilities, costs,
and expenditures of any kind, including attorneys' fees, resulting, either directly or
indirectly, from the acts, actions, omissions, negligence, or willful misconduct of
CONTRACTOR or its staff related to this Agreement.
11.2 Nothing in this Agreement is intended nor shall it be construed or
interpreted to waive or modify SHERIFF's immunities and limitations on liability provided
for in Florida Statutes Section 768.28 as now worded or as may hereafter be amended.
11.3 The above indemnification provisions shall survive the expiration or
termination of the Agreement.
ARTICLE XII
INSURANCE
12.1 Throughout the term of this Agreement and for all applicable statutes of
limitations periods, CONTRACTOR shall maintain in full force and effect the insurance
coverages set forth in this Article.
12.2 All insurance policies shall be issued by companies that (a) are authorized
to do business in the State of Florida, (b) have agents upon whom service of process
may be made in Broward County, Florida, and (c) have a Best's rating of A-VI or better.
12.3 All insurance policies shall name and endorse the following as additional
insureds: The Broward County Sheriffs Office, Broward County, and the Board of
Commissioners of Broward County and their officers, agents, employees and
commission members with a CG026 Additional Insured -Designated Person or
Organization endorsement, or similar endorsement to the liability policies.
12.4 All insurance policies shall be on an occurrence/aggregate basis and shall
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be endorsed to provide that (a) CONTRACTOR's insurance is primary to any other
insurance available to the additional insureds with respect to claims covered under the
policy and (b) CONTRACTOR's insurance applies separately to each insured against
whom claims are made or suit is brought and that the inclusion of more than one
insured shall not operate to increase the insurer's limit of liability.
12.5 CONTRACTOR shall carry the following minimum types of insurance and
submit insurance information including aggregate limits:
(a) WORKERS' COMPENSATION: CONTRACTOR shall carry Workers'
Compensation insurance with the statutory limits, which shall include
Employers' Liability insurance with a limit of not less than $500,000 for each
disease, and $500,000 for aggregate disease. Polici(es) must be endorsed
with waiver of subrogation against SHERIFF and Broward County.
(b) COMMERCIAL GENERAL LIABILITY INSURANCE: CONTRACTOR shall
carry Commercial General Liability Insurance with limits of not less than Two
Million Dollars ($2,000,000) per occurrence, Four Million Dollars ($4,000,000)
aggregate for bodily injury and property damage. The insurance policy must
include coverage that is not more restrictive than the latest edition of the
Commercial General Liability Policy, without restrictive endorsements, as filed
by the Insurance Services Offices, and the policy must include coverages for
premises and/or operations, independent contractors, products and/or
completed operations for contracts, contractual liability, broad form
contractual coverage, broad form property damage, products, completed
operations, personal injury and cross liability. Personal injury coverage shall
include coverage that has the Employee and Contractual Exclusions
removed.
(c) BUSINESS AUTOMOBILE LIABILITY INSURANCE: CONTRACTOR shall
carry Business Automobile Liability insurance with minimum limits of One
Million Dollars ($1,000,000) per occurrence, combined single limit Bodily
Injury Liability and Property Damage. The policy must be no more restrictive
than the latest edition of the Business Automobile Liability policy without
restrictive endorsements, as filed by the Insurance Services Office, and must
include owned vehicles and hired and non-owned vehicles.
(d) UMBRELLA OR EXCESS LIABILITY INSURANCE: CONTRACTOR may
satisfy the minimum liability limits required above under an Umbrella or
Excess Liability policy. There is no minimum Per Occurrence limit of liability
under the Umbrella or Excess Liability; however, the Annual Aggregate limit
shall not be less than the highest "Each Occurrence" limit for any of the
policies noted above.
(e) TECHNOLOGY ERRORS AND OMISSIONS INSURANCE: CONTRACTOR
shall carry professional liability insurance coverage with limits of not less than
Two Million Dollars ($2,000,000.00) for each claim, and Five Million Dollars
($5,000,000) in the Aggregate that provides coverage for: Liability for security
or privacy breaches, malware attacks (including ransomware) loss or
unauthorized access to the SHERIFF'S data; Costs associated with a privacy
breach, including consumer notification, customer support and crisis
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management, and costs of providing credit monitoring services; Expenses
related to regulatory compliance, government investigations, fines, fees
assessments and penalties; costs of restoring, updating or replacing data;
privacy liability losses connected to network security, privacy, and media
liability; "Insured versus insured" exclusion prohibited.
(f) PERSONAL PROPERTY INSURANCE: Vendor shall maintain insurance on
all of Vendor's personal property including all equipment, trade fixtures,
inventory, fixtures, and personal property located on or on BSO's premises for
perils covered by the causes of loss -special form (all risk) and in addition,
coverage for flood, wind, earthquake, terrorism and boiler and machinery (if
applicable). Such insurance shall be written on a replacement cost basis in an
amount equal to one hundred percent ( 100%) of the full replacement value of
the aggregate of the foregoing.
12.6 CONTRACTOR shall provide SHERIFF's Director of Risk Management and
SHERIFF's Contract/Lease Manager with a copy of the Certificate of Insurance or
endorsements evidencing the types of insurance and coverages required by this Article
prior to beginning the performance of work under this Agreement, and, at any time
thereafter, upon request by SHERIFF. Said policies shall specifically name SHERIFF,
Broward County and the Broward County Board of County Commissioners as additional
insureds and the certificates of insurance shall evidence the same on their face.
12. 7 The certificate of insurance evidencing the types of insurance and
coverages required by this Article will be provided to SHERIFF prior to CONTRACTOR
being allowed access to the site and commencing services under this agreement.
12.8 CONTRACTOR's insurance policies shall be endorsed to provide SHERIFF
with at least sixty (60) days prior written notice of cancellation, non-renewal, restrictions,
or reduction in coverages or limits. Notice shall be sent to:
Broward Sheriff's Office Broward Sheriff's Office
Contracts Manager AND Director, Risk Management
2601 W. Broward Blvd. 2601 W. Broward Blvd.
Ft. Lauderdale, FL 33312 Ft. Lauderdale, FL 33312
12.9 If CONTRACTOR's insurance policy is a claims made policy, then
CONTRACTOR shall maintain such insurance coverage for a period of five (5) years
after the expiration or termination of the Agreement or any extensions or renewals of the
Agreement. Applicable coverages may be met by keeping the policies in force, or by
obtaining an extension of coverage commonly known as a reporting endorsement or tail
coverage.
12.1 O If any of CONTRACTOR's insurance policies includes a general aggregate
limit and provides that claims investigation or legal defense costs are included in the
general aggregate limit, the general aggregate limit that is required shall be no more
than five (5) times the occurrence limits specified above in this Article.
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12.11 The provisions of this Article shall survive the expiration or termination of
this Agreement.
12.12 If any of the insurance policies required under this Article above lapse
during the term of this Agreement or any extension or renewal of the same,
CONTRACTOR shall not receive payment from SHERIFF until such time that SHERIFF
has received satisfactory evidence of reinstated coverage of the types and coverages
specified in this Article that is effective as of the lapse date. SHERIFF, in its sole
discretion, may terminate the Agreement immediately and no further payments shall be
due to CONTRACTOR.
ARTICLE XIII
TERMINATION
The Agreement may be terminated upon the following events:
13.1 Termination by Mutual Agreement. In the event the parties mutually
agree in writing, this Agreement may be terminated on the terms and dates stipulated
therein.
13.2 Termination Without Cause. SHERIFF shall have the right to terminate
this Agreement without cause by providing CONTRACTOR with thirty (30) calendar
day's written notice via certified mail, return receipt requested or via hand delivery with
proof of delivery. If SHERIFF elects to terminate this agreement pursuant to this
provision, SHERIFF shall only pay that portion of any unpaid Merchandise that has
been ordered by SHERIFF and/or its employees prior to the termination date or that has
been modified (i.e. hemmed, embroidered, patched, or otherwise embellished
specifically for SHERIFF) in service of this Agreement. No additional consideration or
future consideration shall be due CONTRACTOR if such termination of the contract
occurs under this provision by SHERIFF.
13.3. Termination for Cause. In the event of a material breach, either party
may provide the other party with written notice of the material breach. The notice should
provide the other with such sufficient detail so it can readily understand the claim for
material breach. The other party shall have thirty (30) calendar days from the date of its
receipt of such notification to cure such material breach. If the material breach is not
cured within that time period, the non-breaching party may terminate this Agreement
immediately. Material breaches shall include but are not limited to, violations of
Governing Standards, local, state or federal laws, SHERIFF's policies and procedures
concerning which CONTRACTOR was given prior written notice clearly labeled as
important or the terms and conditions of this Agreement.
13.4 Termination for Lack of Funds. In the event the funds to finance this
Agreement become unavailable or are not allocated by Broward County, Board of
County Commissioners, SHERIFF may provide CONTRACTOR with thirty (30) calendar
days written notice of termination. Nothing in this Agreement shall be deemed or
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construed to prevent the parties from negotiating a new Agreement in this event. If
termination occurs under this provision by SHERIFF, SHERIFF shall only pay that
portion of any unpaid Merchandise that has been ordered by SHERIFF and/or its
employees prior to the termination date or that has been modified (i.e. hemmed,
embroidered, patched, or otherwise embellished specifically for SHERIFF) in service of
this Agreement. No additional consideration or future consideration shall be due
CONTRACTOR if such termination of the contract occurs under this provision.
13.5 Immediate Termination by SHERIFF. SHERIFF, in SHERIFF's sole
discretion, may terminate this Agreement immediately upon the occurrence of any of the
following events:
1. CONTRACTOR's violation of the Public Records Act;
2. The insolvency, bankruptcy or receivership of CONTRACTOR;
3. CONTRACTOR's violation or non-compliance with Nondiscrimination
Article of this Agreement;
4. CONTRACTOR fails to maintain insurance in accordance with the
Insurance Article of this Agreement; or
5. CONTRACTOR's non-compliance with the E-verification provisions
provided herein.
If termination occurs under this provision by SHERIFF, then SHERIFF shall not be
responsible for paying any consideration or future consideration under this Agreement
to the CONTRACTOR. If termination occurs, SHERIFF may elect to purchase any, all
or a portion of the Merchandise in stock at the Worksite at the agreed upon rates in
Exhibit D.
13.6 Ownership of Data: All data on orders, shipments and payments shall
be the property of SHERIFF and transferred to SHERIFF upon termination of this
agreement, or upon request by SHERIFF, for any reason, in a format usable by
SHERIFF and that CONTRACTOR can reasonably provide. Notwithstanding the
foregoing, CONTRACTOR may keep an electronic copy of such data that is created
pursuant to CONTRACTOR'S standard electronic backup and archival procedures or to
comply with CONTRACTOR'S document retention policies or applicable laws, rules, or
regulations. This provision shall survive the termination of this agreement.
ARTICLE XIV
SUBCONTRACTORS
14.1 CONTRACTOR may not subcontract the performance of its obligations set
forth herein without the prior written approval of SHERIFF.
14.2 Prior to entering into any subcontract, CONTRACTOR will provide written
notice to SHERIFF identifying the name of the proposed subcontractor, the portion of
the work which the subcontractor is to do, the place of business of such subcontractor,
and such other information as may be required by SHERIFF.
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14.3 CONTRACTOR shall be fully responsible for all acts and omissions of its
subcontractors and of persons directly or indirectly employed by its subcontractors to
the same extent that CONTRACTOR is responsible for the acts and omissions of
persons directly employed by it. Nothing in this Agreement shall create any contractual
relationship between any subcontractor and SHERIFF or any obligation on the part of
SHERIFF to pay or to see the payment of any monies due any subcontractor.
14.4 The provisions of this Agreement will apply to any subcontractors and their
officers, agents and employees performing services pursuant to this Agreement as if it
and they were employees of CONTRACTOR; and CONTRACTOR will not be in any
manner thereby discharged from its obligations and liabilities hereunder but will be liable
hereunder for all acts and omissions of any subcontractor, its officers, agents, and
employees, as if they were employees of CONTRACTOR.
14.5 CONTRACTOR will obligate its subcontractors to the same terms and
conditions as set forth herein.
14.6 SHERIFF shall have the right to withdraw its consent of any subcontract if it
appears to SHERIFF that the subcontract will delay, prevent, or otherwise impair the
performance of CONTRACTOR's obligations under this Agreement. All subcontractors
are required to abide by the non-disclosure provisions set forth herein. CONTRACTOR
shall furnish to SHERIFF copies of all subcontracts. Notwithstanding, the foregoing
shall neither convey nor imply any obligation or liability on the part of SHERIFF to any
subcontractor hereunder.
ARTICLE XV
CIVIL RIGHTS REQUIREMENTS
15.1 CONTRACTOR shall comply with all applicable sections of the Americans
with Disabilities Act.
15.2 CONTRACTOR shall not discriminate on the basis of race, age, religion,
color, gender, national origin, sexual preference, marital status, physical or mental
disability or political affiliation.
15.3 CONTRACTOR agrees that compliance with this Article constitutes a
condition to this Agreement, and that it is binding upon the CONTRACTOR, its
successors, transferees, and assignees. CONTRACTOR will ensure that all
subcontractors are not in violation of the terms of this Article.
ARTICLE XVI
CRIMINAL HISTORY
16.1 CONTRACTOR represents that its principal owners, partners, and corporate
officers do not have any past felony criminal convictions or any pending criminal
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charges. CONTRACTOR has disclosed all such convictions or pending criminal
charges to SHERIFF and further agrees to disclose any future convictions or pending
criminal charges.
16.2 SHERIFF reserves the right to approve or reject, for any reason,
CONTRACTOR's Worksite staff assigned to this project at any time. CONTRACTOR's
Worksite staff shall be subject to a criminal background check, as permitted by
applicable law, prior to providing services pursuant to this Agreement.
ARTICLE XVII
RECORDS
17 .1 Pursuant to Florida law (including but specifically but not limited to Section
119.0701, Florida Statutes), CONTRACTOR must comply with all applicable public
records laws. Specifically, CONTRACTOR shall:
(a) Keep and maintain public records required by SHERIFF to perform the
services contracted for in this Agreement.
(b) Upon request from SHERIFF, SHERIFF's designee or SHERIFF'S custodian
of public records, provide SHERIFF or designee with a copy of the requested
records or allow the records to be inspected or copied, at SHERIFF or
designee's sole option, within a reasonable time at no cost to SHERIFF.
(c) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized
by law for the duration of the contract term and following completion of the
contract if the CONTRACTOR does not transfer the records to SHERIFF.
(d) Upon completion of the contract, transfer, at no cost, to SHERIFF all public
records in possession of CONTRACTOR or keep and maintain public records
required by SHERIFF to perform the services contracted for in this
Agreement, at SHERIFF's sole option. If the CONTRACTOR transfers all
public records to SHERIFF upon completion of the contract, the
CONTRACTOR shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon completion of the
contract, the CONTRACTOR shall meet all applicable requirements for
retaining public records.
( e) All public records stored electronically by the CONTRACTOR pertaining to
the services contracted for in this Agreement must be provided to SHERIFF,
upon request from the SHERIFF, or SHERIFF's designee or SHERIFF'S
custodian of records, designee, in a format that is compatible with the
information technology systems of SHERIFF.
In the event CONTRACTOR receives a public records request related to this Agreement
and the services provided hereunder, CONTRACTOR shall provide SHERIFF with
written notice of the request accompanied by a copy of such request at least five (5)
calendar days prior to the distribution of any of the requested records.
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IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT: ERIN FOLEY, RECORDS MANAGEMENT LIAISON
OFFICER, ADMINISTRATIVE SUPPORT BUREAU, BROWARD
SHERIFF'S OFFICE, 2601 WEST BROWARD BLVD., FORT
LAUDERDALE, FLORIDA 33312 (954) 831-8745 Erin Foley@sheriff.org
OR THE OFFICE OF GENERAL COUNSEL, BROWARD SHERIFF'S
OFFICE AT (954) 831-8920.
17 .2 SH ERi FF shall have the right to audit the books , records, and accounts of
CONTRACTOR that are related to this Agreement. CONTRACTOR shall keep such
books, records, and accounts as may be necessary in order to record complete and
correct entries related to the Agreement. All books, records, and accounts of SHERIFF
shall be kept in written form , or in a form capable of conversion into written form within a
reasonable time and, upon request to do so, CONTRACTOR shall make same available
at no cost to SHERIFF in written form.
17 .3 CONTRACTOR shall preserve and make available, at reasonable times
for examination and audit by SHERIFF, all financial records , supporting documents,
statistical records, and any other documents pertinent to this Agreement for the required
retention period of the Florida Public Records Act (Chapter 119, Fla. Stat.), if applicable,
or, if the Florida Public Records Act is not applicable, for a minimum period of three (3)
years after termination of this Agreement. If any audit has been initiated and audit
findings have not been resolved at the end of the retention period or three (3) years ,
whichever is longer, the books, records , and accounts shall be retained until resolution
of the audit findings. If the Florida Public Records Act is determined by SHERIFF to be
applicable to CONTRACTOR's records, CONTRACTOR shall comply with all
requirements thereof; however, no confidentiality or non-disclosure requirement of
either federal or state law shall be violated by CONTRACTOR. Any incomplete or
incorrect entry in such books, records , and accounts shall be a basis for SHERIFF'S
disallowance and recovery of any payment upon such entry.
ARTICLE XVIII
NON-DISCLOSURE
18 .1 Except upon prior written approval of SHERIFF or except as required by
law, including the Florida Public Records Act, if applicable, CONTRACTOR and its
subcontractors shall not furnish or disclose to any person or organization , (a) any
re ports, studie s, data , or other information provided by , or obtain e d from SHERIFF in
connection with the services perform ed und er this Agreement , (b) any reports , studies,
recomm endations, data or other information relating to, or made or d eveloped by
CONTRACTOR or its subcontractors in the cours e of th e performance of such Services
hereunder, or (c ) the results of any s uch se rvices performed, (d) any home addres ses,
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images or phone numbers of any SHERIFF staff, employees, agents and/or contractors
that CONTRACTOR receives during the performance of this Agreement.
18.2 If either party is confronted with legal action or believes applicable law
requires it to disclose any portion of the other party's information protected hereunder,
that party shall promptly notify and assist the other ( at the other party's expense) in
obtaining a protective order or other similar order, and shall thereafter disclose only the
minimum of the other party's Confidential Information that is required to be disclosed in
order to comply with the legal action, whether or not a protective order or other order
has been obtained.
18.3 The parties acknowledge that a breach of the provisions of this Article XVI 11
will result in immediate irreparable harm to the aggrieved party, and the aggrieved party
shall be entitled to immediate temporary, preliminary, and permanent injunctive or other
equitable relief.
18.4 Information shall not be considered to be Confidential Information if it: (i)
was independently developed by a party; (ii) becomes known to either party, without
restriction, from a third party; or (iii) is required by law to be disclosed, subject to
compliance with the procedure set forth below.
18.5 The provisions of this Article shall remain in full force and effect and
enforceable even after the expiration of this Agreement.
ARTICLE XIX
INDEPENDENT CONTRACTOR
19.1 Any of CONTRACTOR's employees, subcontractors and any other
person(s) performing services pursuant to this Agreement (hereinafter referred to
collectively as "Staff') shall be deemed as employed by CONTRACTOR, not SHERIFF.
19.2 Accordingly, SHERIFF shall not be responsible for or assume any liability
for any salaries, wages, or other compensation, contributions to pension funds,
insurance premiums, workers compensation funds, vacation, compensatory time, sick
leave benefits or any other amenities of employment to any of CONTRACTOR's Staff.
19.3 CONTRACTOR shall have and maintain sole responsibility and control over
the rendition of services, training, standards of performance, discipline of personnel,
and other matters incident to the performance of its services, duties, and responsibilities
described and contemplated herein.
19.4 SHERIFF shall not be liable for, and CONTRACTOR agrees to indemnify
SHERIFF against any liability resulting from injury or illness, of any kind whatsoever, to
CONTRACTOR's Staff during the performance of the services, duties, and
responsibilities contemplated herein.
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19.5 CONTRACTOR has the right to provide services to others or hold itself out
to the public as available to engage in agreements with others.
19.6 CONTRACTOR and its Staff shall at all times be an independent contractor
under this Agreement, rather than an employee, agent, or representative of SHERIFF,
and no act, action, or omission to act by CONTRACTOR or its Staff shall in any way
obligate or bind SHERIFF.
19. 7 Nothing in this Agreement is intended nor shall be construed to create an
agency relationship, an employer/employee relationship, a joint venture relationship, or
any other relationship allowing SHERIFF to exercise control or direction over the
manner or method by which CONTRACTOR or its subcontractor perform hereunder.
SHERIFF shall neither have nor exercise any control or direction over the methods by
which the CONTRACTOR shall perform its work and functions other than as provided in
this Agreement. No party shall have the authority to bind the other or otherwise incur
liability on behalf of the other, unless otherwise agreed to in writing between
CONTRACTOR and SHERIFF.
19.8 CONTRACTOR will be responsible for having its Staff complete and submit
data forms required to obtain clearance prior to entering any of SHERIFF's facilities.
Such forms shall be provided by SHERIFF.
19.9 CONTRACTOR agrees to abide by all of the security policies, procedures,
rules, and regulations promulgated by SHERIFF.
ARTICLE XX
CONTRACTOR'S STAFF
20.1 SHERIFF reserves the right to approve or reject, for any reason,
CONTRACTOR's Staff providing services and a-services pursuant to this Agreement at
any time.
20.2 CONTRACTOR will maintain the continuity of the Staff assigned to provide
services pursuant to this Agreement throughout the term of this Agreement. All
CONTRACTOR Staff members who shall have access to the Worksite or deliver items
to/from Worksite shall be subject to a SHERIFF prescreening background check. Said
individuals will provide information and documents as requested by SHERIFF to submit
to such background checks. Failure to pass said background checks to the sole
satisfaction of SHERIFF, shall disqualify any CONTRACTOR Staff member from
providing services under this Agreement or accessing the Worksite. SHERIFF is under
no obligation to share or identify to CONTRACTOR or the subject individual any reason
for the failure of a background check unless required by applicable law.
20.3 In accordance with, §448.095, Florida Statutes, CONTRACTOR shall
register with and utilize the E-Verify System operated by the United States Department
of Homeland Security to verify the employment eligibility of all new employees hired
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during the term of the Agreement and shall expressly require any subcontractors
performing work or providing services pursuant to this Agreement to likewise utilize the
E-Verify System to verify the employment eligibility of all new employees hired by the
subcontractor during the term of this Agreement. If CONTRACTOR enters into a
contract with a subcontractor performing work or providing services on its behalf,
CONTRACTOR shall also require the subcontractor to provide an affidavit stating that
the subcontractor does not employ, contract with, or subcontract with an unauthorized
alien. Information on registration for and use of the E-Verify System can be obtained via
the internet at the Department of Homeland Security Web site: http://www.dhs.gov/E-
Verify.
CONTRACTOR shall, upon request, provide evidence of compliance with this provision
to SHERIFF. Failure to comply with this provision is a material breach of an
Agreement, and SHERIFF may choose to terminate the Agreement at its sole
discretion.
20.3 CONTRACTOR agrees that the services provided under this Agreement
shall be provided by Staff that are educated, trained, experienced, certified, and
licensed in all areas encompassed within their designated duties as required by
applicable law, rules and regulations. CONTRACTOR agrees to furnish SHERIFF with
any and all documentation, certifications, authorizations, licenses, permits, or
registrations currently required by applicable laws, rules or regulations. CONTRACTOR
further certifies that it and its Staff will keep all licenses, permits, registrations,
authorizations, or certifications required by applicable laws, rules or regulations in full
force and effect during the term of this Agreement. Failure of CONTRACTOR to comply
with this paragraph shall constitute a material breach of this Agreement.
20.4 At the request and discretion of SHERIFF, CONTRACTOR shall promptly
remove Staff providing services pursuant to this Agreement.
20.5 CONTRACTOR agrees to defend, hold harmless and indemnify SHERIFF
and shall be liable and responsible for any and all claims, suits, actions, damages and
costs (including attorney's fees and court costs) made against SHERIFF, occurring on
account of, arising from or in connection with the removal and replacement of any Staff
performing services hereunder at the request of SHERIFF. Removal and replacement
of any Staff shall not require the termination and or demotion of such Staff.
20.6 CONTRACTOR agrees that CONTRACTOR will at all times employ,
maintain and assign to the performance of the work required hereunder a sufficient
number of competent and qualified professionals and other personnel to serviqe the
needs of SHERIFF at the Worksite. The minimum number of CONTRACTOR personnel
shall be one (1) seamstress and one (1) on-site account liaison. Both shall each work a
minimum of forty ( 40) hours a week, to accommodate SHERIFF's needs at the
Worksite, excluding SHERIFF designated holidays. CONTRACTOR Staff shall be neatly
groomed, with all tattoos covered, and wear a uniform that clearly designates
themselves as CONTRACTOR'S employees and may not wear or adorn any apparel or
markings or items related to SHERIFF or law enforcement, fire or rescue public safety.
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20.7 CONTRACTOR shall at all times cooperate with SHERIFF and coordinate
its respective work efforts to most effectively and efficiently progress the performance of
the work.
20.8 The Worksite is within a secured location and CONTRACTOR and its
employees and representatives shall follow all security procedures, rules and
regulations as to ingress/egress to and from the Worksite and its surrounding areas.
Access to the Worksite will be strictly limited to CONTRACTOR'S Staff that successfully
pass the background checks by SHERIFF.
ARTICLE XXI
PAYMENT OF TAXES
CONTRACTOR shall bear all responsibility for the payment of any federal, state or local
taxes and fees, if applicable, related to the business of CONTRACTOR and any
payments to CONTRACTOR's Staff. It is understood by both parties that SHERIFF will
not, in any manner, be responsible for the aforementioned taxes or fees. It is further
understood and agreed that SHERIFF will not withhold any payroll taxes (i.e., federal
withholdings, FICA) from the payments to CONTRACTOR or its Staff.
ARTICLE XX
PUBLIC ENTITY CRIMES ACT, SCRUTINIZED VENDOR CERTIFICATION &
EVERIFY OBLIGATIONS
20.1 In accordance with the Public Entity Crimes Act (Section 287 .133, Florida
Statutes), a person or affiliate, who has been placed on the convicted vendor list
maintained by the State of Florida Department of General Services following a
conviction for a public entity crime, may not submit a bid on a contract with the
SHERIFF, may not be awarded or perform work as a CONTRACTOR, supplier, or
subcontractors, under a contract with the SHERIFF, and may not conduct business with
the SHERIFF for a period of thirty six (36) months from the date of being placed on the
convicted vendor list. CONTRACTOR'S execution of this AGREEMENT acknowledges
CONTRACTOR'S representation that it has not been placed on the convicted vendor
list. Violation of this Article by CONTRACTOR shall result in termination of this
AGREEMENT and may cause CONTRACTOR debarment.
20.2 By signing this AGREEMENT, and the attached certification marked as
Exhibit F, CONTRACTOR certifies that it is not on the Scrutinized Companies that
Boycott Israel List, created pursuant to §215.4725, Florida Statutes, or engaged in a
boycott of Israel; and, for bids, proposals or contracts for goods or services of One
Million ($1,000,000.00) Dollars or more, that it is not on the Scrutinized Companies with
Activities in Sudan List or the Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria, per
§287.135, Florida Statutes. If SHERIFF determines, using credible information
available to the public, that CONTRACTOR has submitted a false certification,
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SHERIFF shall provide CONTRACTOR with written notice of its determination.
CONTRACTOR shall have ninety (90) days following receipt of the notice to respond in
writing and to demonstrate that the determination of false certification was made in
error. If CONTRACTOR does not make such demonstration within ninety (90) days after
receipt of the notice, SHERIFF shall bring a civil action against the CONTRACTOR. If a
civil action is brought and the court determines that the CONTRACTOR has submitted a
false certification, CONTRACTOR shall pay a civil penalty equal to the greater of Two
Million ($2,000,000.00) Dollars or twice the amount of the contract for which the false
certification was submitted, and all reasonable attorney fees and costs, including any
costs for investigations that led to the finding of false certification; and, CONTRACTOR
will be ineligible to bid on any contract with an agency or local governmental entity for
three (3) years after the date SHERIFF determined that CONTRACTOR submitted a
false certification, pursuant §287.135(5)(a) Florida Statutes.
20.3 In accordance with, §448.095, Florida Statutes, CONTRACTOR shall
register with and utilize the E-Verify System operated by the United States Department
of Homeland Security to verify the employment eligibility of all new employees hired
during the term of the Agreement and shall expressly require any subcontractors
performing work or providing services pursuant to this Agreement to likewise utilize the
E-Verify System to verify the employment eligibility of all new employees hired by the
subcontractor during the term of this Agreement. If CONTRACTOR enters into a
contract with a subcontractor performing work or providing services on its behalf,
CONTRACTOR shall also require the subcontractor to provide an affidavit stating that
the subcontractor does not employ, contract with, or subcontract with an unauthorized
alien. Information on registration for and use of the E-Verify System can be obtained via
the internet at the Department of Homeland Security Web site: http://www.dhs.gov/E-
Verify. Every Contractor shall, upon request, provide evidence of compliance with this
provision to the SHERIFF. Failure to comply with this provision is a material breach of
an Agreement, and the SHERIFF may choose to terminate the Agreement at its sole
discretion. CONTRACTOR may be liable for all costs associated with SHERIFF
securing the same services, inclusive, but not limited to, higher costs for the same
services and rebidding costs (if necessary).
ARTICLE XXII
ASSIGNMENT
This Agreement, or any interest herein, shall not be assigned, transferred or otherwise
encumbered by CONTRACTOR, under any circumstances, without the prior written
consent of SHERIFF.
ARTICLE XXIII
WORKSITE PREMISES
SHERIFF and CONTRACTOR will mutually agree to suitable workspaces within the
structure known as the "Central Supply" building located at 2601 West Broward Blvd.
Fort Lauderdale, FL 33312 which is identified on Exhibit C hereto and will be "as-is,"
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provided that such workspaces are clean and safe environments in which to work.
Some of these workspaces may be shared use with SHERIFF and CONTRACTOR.
The agreed upon internal locations to be occupied or used by CONTRACTOR shall be
considered the "Worksite". CONTRACTOR shall not conduct its business in a way to
damage the Worksite or overload its electrical capacity or create a fire/safety hazard.
CONTRACTOR will place its inventory inside the building's structure as designated by
SHERIFF and this will be a shared space. CONTRACTOR burdens the risk of any type
of flood, leakage, fire, or other hazard that could befall the Worksite and/or designated
inventory locations and damage the CONTRACTOR'S Merchandise, goods, fixtures
and equipment. CONTRACTOR will add the Worksite and inventory designated area to
its insurance coverage to ensure against any form of premises liability, fire and/or flood
coverage. CONTRACTOR agrees that it will allow SHERIFF and any BROWARD
COUNTY representative and/or employee and/or agent access to the Worksite and
designated inventory area, with a twenty-four (24) hours' advance notice if possible, for
purposes of inspection and/or inventory of the Merchandise and/or goods or for any
structural repairs burdened by SHERIFF or Broward County. Upon termination of this
Agreement for any reason, CONTRACTOR shall return the Worksite and designated
inventory locations back to SHERIFF broom swept clean immediately. Worksite and
inventory designated area shall be exclusively limited to servicing orders for SHERIFF
and/or SHERIFF employees and CONTRACTOR shall not be entitled to any type of
signage. The Worksite and inventory designated area shall solely be used in
furtherance of CONTRACTOR's performance pursuant to this Agreement, and shall not
be used as a public store nor distributing warehouse for online orders not made by
SHERIFF or SHERIFF's personnel or employees.
ARTICLE XXIV
NOTICE
Any notice hereunder by one party to the other party shall be given in writing by
personal delivery, facsimile, regular mail, or certified mail with proper postage, to the
party at the addresses designated in the Agreement. Any notice shall be effective on
the date it is received by the addressee. Either party may change its address for notice
purposes by giving the other party notice of such change in accordance with this
paragraph.
Notices shall be addressed as follows:
To SHERIFF:
Colonel Oscar Llerena
Department of Administration
Broward Sheriff's Office
2601 West Broward Boulevard
Fort Lauderdale, FL 33312
_. __ -__ fllo/GJ!!J.l!lltlMCTOR:
Michael Fadden, CEO
Galls, LLC
With CODV to:
General Counsel Terrence Lynch
Office of the General Counsel
Broward Sheriff's Office
2601 West Broward Boulevard
Fort Lauderdale, FL 33312
With CODV to:
Galls Legal Department
legal-dept@galls.com
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1340 Russell Cave Rd
Lexin ton, KY 40505
1340 Russell Cave Road
Lexin ton KY 40505
ARTICLEXXV
THIRD PARTY BENEFICIARIES
Neither CONTRACTOR nor SHERIFF intend to directly or substantially benefit a third
party by this Agreement. Therefore, the parties agree that there are no third party
beneficiaries to this Agreement and that no third party shall be entitled to assert a claim
against either of them based upon this Agreement.
ARTICLE XXVI
FORCE MAJEURE
Neither party shall be liable to the other for any failure or delay in performance
hereunder due to circumstances beyond its reasonable control including, without
limitation, Acts of God and governmental and judicial action not the fault of the party
causing such failure or delay in performance.
ARTICLE XXVII
AGREEMENT TERMS TO BE EXCLUSIVE
This written Agreement, including any Exhibits, Attachments and Schedules referred to
herein, contains the sole and entire agreement between the parties. The parties
acknowledge and agree that neither of them has made any representation with respect
to the subject matter of this Agreement or any representations inducing its execution
and delivery except such representations as are specifically set forth in this writing, and
the parties acknowledge that they have relied on their own judgment in entering into the
same. The parties further acknowledge that any statements or representations that may
have been made by either of them to the other are void and of no effect and that neither
of them has relied on such statements or representations in connection with its dealings
with the other. No "click on" or "click through" online agreements or terms/conditions
found on the Website or any other communication by and between the parties shall
alter, modify, supplement, or replace these terms and conditions contained within this
Agreement.
ARTICLE XXVIII
WAIVER OR MODIFICATION OF AGREEMENT
No waiver or modification of this Agreement or of any covenant, condition or limitation
contained herein shall be valid unless it is reduced to written form and duly executed by
the parties. No evidence of any waiver or modification of the terms herein shall be
offered or received in evidence in any proceeding, arbitration, or litigation between the
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parties arising, in any manner, out of this Agreement, unless such waiver or modification
is in writing and duly executed by the parties.
ARTICLE XXIX
AGREEMENT GOVERNED BY LAW OF STATE OF FLORIDA
It is the parties' expressed intent that this Agreement and its performance, as well as, all
suits and special proceedings relating to it, be construed in accordance with and
pursuant to the laws of the State of Florida. The laws of the State of Florida shall be
applicable and shall govern to the exclusion of the law of any other forum, without
regard to the jurisdiction in which any legal action or special proceeding may be
instituted, commenced or initiated. The venue in any proceeding or action among the
parties arising out of this Agreement shall be in Broward County, Florida. BY
ENTERING INTO THIS AGREEMENT, CONTRACTOR AND SHERIFF HEREBY
EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY
JURY OF ANY CIVIL LITIGATION RELATED TO OR ARISING OUT OF THIS
AGREEMENT AND/OR THE SERVICES PERFORMED UNDER THIS AGREEMENT.
IF A PARTY FAILS TO WITHDRAW A REQUEST FOR A JURY TRIAL IN A
LAWSUIT ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICES
PERFORMED UNDER THIS AGREEMENT AFTER WRITTEN NOTICE BY THE
OTHER PARTY OF VIOLATION OF THIS ARTICLE, THE PARTY MAKING THE
REQUEST FOR JURY TRIAL SHALL BE LIABLE FOR THE REASONABLE
ATTORNEY'S FEES AND COSTS OF THE OTHER PARTY IN CONTESTING THE
REQUEST FOR JURY TRIAL, AND SUCH AMOUNTS SHALL BE AWARDED BY
THE COURT IN ADJUDICATING THE MOTION.
ARTICLEXXX
MALICIOUS SOFTWARE & CYBER SECURITY
CONTRACTOR also represents and warrants that, CONTRACTOR'S
telecommunications systems, cloud hosting environment, software, codes, scripts,
formulas, calculations, work-flows, data and processes are delivered or provided to
SHERIFF, are free from malicious software, including but not limited to computer
viruses, malware, ransomware, spyware, etc. No portion of such telecommunications or
the media upon which data is stored or transferred has any type of undocumented
software routines or other elements which is intentionally designed to permit, allow or
cause any of the following:
(a) Unauthorized access to or intrusion upon;
(b) Disabling of;
( c) Erasure of; or
(d) Interference with
any hardware, software, data or peripheral equipment whether directly or by
transference. In the event of a breach of this representation and warranty,
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CONTRACTOR shall pay for, and/or remedy or correct any damages, harm or
malfunctions caused by a breach of the above at no cost to SHERIFF. Prior to
performing any CONTRACTOR'S services, deliverables, software, formulas,
calculations, work-flows, codes, scripts and data and processes, CONTRACTOR shall
use commercially available industry acceptable anti-virus software to detect viruses in
said deliverables/items or upon any media on which such deliverables/items is provided
to SHERIFF.
ARTICLE XXXI
WEBSITE DEVELOPMENT AND OPERATION
CONTRACTOR, at CONTRACTOR'S sole cost and expense, shall develop and host an
interactive Website exclusively for the benefit of SHERIFF and its employees during the
entire duration of this Agreement. Said Website shall be built, programmed and
operated to suit SHERIFF and its employee's specific needs for ordering any of the
Merchandise and goods. The Website shall have the following minimum additional
functions:
(a) Ability of individual SHERIFF employees and representatives to personally
order Merchandise to be shipped to either to the Worksite or one of BSO
Broward County Division Sub-Stations;
(b) User-friendly drop-down menus for ordering, with displays of Merchandise
and size and color options, and a check out cart for processing the final
order. Said drop down menus may be modified by SHERIFF directly as
needed to satisfy SHERIFF's requirements;
(c) Display of SHERIFF logos and patches and color schemes to personalize
the Website to SHERIFF;
(d) An agreed upon report and notice function available to SHERIFF
supervisors of all orders and status of orders. The report function shall be
available to SHERIFF supervisors twenty-four (24) hours a day and
accurately reflect all orders placed with CONTRACTOR through the
Website. The reports must be generated in excel and .csv formats and
available for download by SHERIFF supervisors. The reports must include
fields that clearly identify each order, each piece of Merchandise ordered,
the delivery destination, any returns or changes to orders, the time the
order was placed, the identity of the person placing the order, the workflow
signoffs on each order and other pertinent information needed by
SHERIFF to track and manage Merchandise orders, and tracking
shipment information;
(e) An agreed upon workflow approval process to be initiated with the order
placement and include the employee's supervisor and relevant SHERIFF
administrative personnel approvals. No orders shall be processed by
CONTRACTOR until the approval workflow process is finalized. Upon
finalization, that date and time will be considered the placement order
date/time for ordering and shipment purposes;
(f) A redundant back-up server system shall be used by CONTRACTOR to
recover all data and maintain ongoing functions if needed;
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(g) The Website shall be hosted by CONTRACTOR in a secure facility and
operable 24 hours a day, seven (7) days a week, with minimal downtime
for website maintenance, which shall occur during off hour usage;
(h) The Website, and all of its ordering, workflow and report functions, shall
be accessible by hand held devices, both Apple and Android, and
compatible with the latest handheld technology;
(i) Status e-mail alerts to both the ordering employee and his/her supervisors
as to the workflow approval process and the ordering date and the
shipment date. If any item is not in stock or cannot be provided, an
immediate e-mail notification to SHERIFF and/or the SHERIFF employee
will be generated and sent to both;
(j) All transactions shall be encrypted with sufficient industry security settings
and controls. If any security breaches occur or unauthorized ordering of
Merchandise occurs via the Website, an e-mail alert shall be sent to the
affected parties and the BSO Contract Administrator.
(k) The Website shall be password protected; a dedicated URL that is not
released to the general public and not searchable via search engine key
word searches. All communications and identities of Website users shall
remain confidential and only disclosed to the particular person placing the
order, their workflow approval supervisors, the BSO Contract
Administrator and other SHERIFF supervisory staff and command
personnel;
(I) The website shall have the ability to have multiple users with approval
levels by departments and/or users;
(m) A "1-800" customer service phone line, as well as email address,
displayed prominently on the Homepage;
(n) A system to detect and delete orders that are submitted by mistake
caused by a "double submission" by SHERIFF employees or
representatives within the same twenty-four (24) hour period;
( o) The ability to provide real-time stock, price, and lead time, and provide
SHERIFF with the ability to review order status in real time;
(p) Website must be accessible by all common Website browsers including
the latest versions of Microsoft Edge, Chrome and FireFox;
(q) Hosted resulting in SHERIFF's data being stored off-site. Comply with the
following CALEA Standard if CONTRACTOR uses a service provider for
electronic data storage, a written agreement is established addressing:
• data ownership;
• data sharing, access and security;
• loss of data, irregularities and recovery;
• data retention and redundancy;
• required reports, if any; and
• special logistical requirements and financial arrangements;
(r) Website functions must be compatible with PeopleSoft for employee,
department inventory, location information etc ...
SHERIFF grants CONTRACTOR a limited, revocable license to use SHERIFF logos,
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patches, badges and images, on the Website and to affix to the clothing and
merchandise that is being provided to SHERIFF under this Agreement subject to
SHERIFF approval of the use of these items on the subject website, and such license
shall terminate forthwith when this Agreement is terminated.
Further technical requirements relative to the parties' duties concerning workflows, data
interfaces, computer operating, and hosting systems and structures shall be more fully
identified in the attached Exhibit E.
ARTICLE XXXII
MERCHANDISE WARRANTIES
CONTRACTOR represents and warrants that all Merchandise and goods sold to
SHERIFF and/or SHERIFF employees and delivered hereunder in accordance with this
Agreement are:
(a) manufactured and sold in compliance with all governmental laws, rules
and regulations applicable to CONTRACTOR; and
(b) manufactured in full compliance with all applicable import regulations
established by the US Customs Service and the Federal Trade
Commission; and
(c) warranted for the manufacture's warranty period, to be free from material
defects and fit for their intended use and fit for their particular purpose. All
manufacturer's warranty shall inure to the benefit of SHERIFF and/or
SHERIFF employees and CONTRACTOR shall assist with any efforts to
replace or repair said items under the manufacture's warranties by
accepting the returned merchandise, replacing the same to SHERIFF
and/or SHERIFF employees and CONTRACTOR then dealing with the
manufacturer to seek warranty performance relative to the good;
( d) CONTRACTOR shall provide a 100% warranty on all seamstress and
alterations services for a period of thirty (30) days; and
(e) All implied warranties recognized under the Florida Uniform Commercial
Code apply.
ARTICLE XXXIII
PRESS RELEASE OR OTHER PUBLIC COMMUNICATION
Without written consent of SHERIFF, CONTRACTOR shall not:
(a) Issue or permit to be issued any press release, advertisement or literature of any
kind which refers to SHERIFF, or the work being performed hereunder, unless
CONTRACTOR first obtains the written approval of SHERIFF; and
(b) CONTRACTOR and its employees, agents, representatives, subcontractors and
suppliers will not represent, directly or indirectly, that any of CONTRACTOR's
products, goods or services have been approved or endorsed by SHERIFF.
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ARTICLE XXXV
MISCELLANEOUS
35.1 CONTRACTOR shall comply with all statutes, laws, rules, codes,
ordinances, and regulations of any and all federal, state and local political bodies having
jurisdiction over the services provided herein.
35.2 In the event either party brings an action against the other to enforce any
conditions or covenant of this Agreement, the prevailing party in such action shall be
entitled to recover the court costs and reasonable attorneys' fees in the judgment
rendered in such action.
35.3 The preparation of this Agreement has been a joint effort of the parties and
the resulting document shall not solely as a matter of judicial construction be construed
more severely against one of the parties than the other.
35.4 In entering this Agreement, the parties represent that they have had a
reasonable opportunity to seek and select legal advice and have relied upon the advice
of their own legal representative, who is an attorney of their own choice, or have
voluntarily chosen not to seek the advice of an attorney, and that the terms of this
Agreement have been completely read and that those terms are fully understood and
voluntarily accepted by them.
35.5 The headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of the Agreement. All
personal pronouns used in this Agreement shall include the other gender, and the
singular shall include the plural, and vice versa, unless the context otherwise requires.
Terms such as "herein", "hereof', "hereunder", and "hereinafter'' refer to this Agreement
as a whole and not to any particular sentence, paragraph, or Article where they appear,
unless the context otherwise requires. Whenever reference is made to an Article of this
Agreement, such reference is to the Article as a whole, including all of the subsections
of such Article, unless the reference is made to a particular subsection or subparagraph
of such Article.
35.6 Should a dispute arise between the parties under or relating to this
Agreement, each party agrees that prior to initiating any formal proceeding against the
other ( except for the seeking of injunctive relief), the parties will each designate a
representative for purposes of resolving the dispute. If the parties' representatives are
unable to resolve the dispute within ten (10) calendar days, either party may, upon
written notice to the other party, require that the dispute be submitted to more senior
representatives of each party ("Senior Representatives"). The Senior Representatives
of each party shall meet as soon as possible to negotiate in good faith to resolve the
dispute.
35.7 All provisions of this Agreement relating to confidentiality, non-disclosure,
indemnity and insurance shall survive the expiration or termination of this Agreement.
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35.8 CONTRACTOR shall obtain all necessary permits and licenses required to
provide the services contemplated herein.
35.9 If any term or provision of this Agreement is found to be illegal and
unenforceable, such terms shall be deemed stricken and the remainder of the
Agreement shall remain in full force and effect.
35.10 The parties agree for purposes of this Agreement and any
amendments thereto, this Agreement may be executed in several counterparts, each of
which shall be deemed an original and all of which shall constitute one and the same
instrument, and shall become effective when counterparts have been signed by each of
the Parties and delivered to the other Parties; it being understood that all Parties need
not sign the same counterparts. Facsimile and electronic mail copies in "portable
document format" C' .pdf') form are acceptable and shall constitute effective execution
and delivery of this Agreement as to the Parties and may be used in lieu of the original
Agreement for all purposes. Signatures of the Parties transmitted by facsimile or digital
signing process shall be deemed to be their original signatures for all purposes.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
[SIGNATURE PAGE TO FOLLOW.]
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AGREEMENT BY AND BETWEEN BROWARD COUNTY SHERIFF'S OFFICE AND
GALLS, LLC. 1340
IN WITNESS , the parties hereby execute this Agreement on the date(s) set forth below:
GALLS, LLC
By ~,,~t2g
Mike F ~Chie~ve Officer
Date: 8/15/2023
Name/Title (Print)
EIN# 20-3545989
GREG Ycu1:i9N)', AS SHERIFF OF BROWARD COUNTY, FLORIDA
By: _,___,0M~LUL-~_w,:---~-------:------=----
coIonel Oscar IJerena , Executive Director
Department of Administration
Date:
8/16/2023 I 19:26 PM EDT
------
::procr~;:rd legal sufficiency subject to execution by the parties:
Terrence Lynch, General Counsel/Executive Director
Office of the General Counsel
Broward County Sheriff's Office
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EXHIBIT A
RLI # 23013AG
ON-LINE WEB-BASED UNIFORM ORDERING SYSTEM AND ON-SITE
FACILITY
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EXHIBIT B
CONTRACTOR'S PROPOSAL
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EXHIBIT C
WORKSITE
CENTRAL SUPPLY BUILDING
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EXHIBIT D
MERCHANDISE SIZE & PRICE LIST
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EXHIBIT E
WEBSITE SPECIFICATIONS
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EXHIBIT F
DRUG FREE WORKPLACE CERTIFICATION
The undersigned vendor hereby certifies that it will provide a drug-free workplace
program by:
( 1) Publishing a statement notifying its employees that the unlawful manufacture,
distribution, dispensing, possession, or use of a controlled substance is
prohibited in the offeror's workplace, and specifying the actions that will be taken
against employees for violations of such prohibition;
(2) Establishing a continuing drug-free awareness program to inform its employees
about:
(i) The dangers of drug abuse in the workplace;
(ii) The vendor's policy of maintaining a drug-free workplace;
(iii) Any available drug counseling, rehabilitation, and employee assistance
programs; and
(iv) The penalties that may be imposed upon employees for drug abuse
violations occurring in the workplace;
(3) Giving all employees engaged in performance of the contract a copy of the
statement required by subparagraph (1 );
(4) Notifying all employees, in writing, of the statement required by subparagraph
(1 ), that as a condition of employment on a covered contract, the employee shall:
(i) Abide by the terms of the statement; and
(ii) Notify the employer in writing of the employee's conviction under a
criminal drug statute for a violation occurring in the workplace no later than
five (5) calendar days after such conviction;
(5) Notifying Broward Sheriffs Office in writing within ten (10) calendar days after
receiving notice under subdivision (4)(ii) above, from an employee or otherwise
receiving actual notice of such conviction. The notice shall include the position
title of the employer;
(6) Within thirty (30) calendar days after receiving notice under subparagraph ( 4) of
a conviction, taking one or more of the following actions with respect to an
employee who is convicted of a drug abuse violation occurring in the workplace:
(i) Taking appropriate personnel action against such employee, up to and
including termination; and/or
(ii) Requiring such employee to satisfactorily participate in and complete a
drug abuse assistance or rehabilitation program approved for such
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purposes by a federal, state, or local health, law enforcement, or other
appropriate agency;
and
(7) Making a good faith effort to maintain a drug-free workplace program through
implementation of subparagraphs (1) through (6).
Galls, LLC
('ndor Sig~ (Company Name)
Mike Fadden , Chief Executive Officer
(Print Name)
1340 Russell Cave Road , Lexington , KY 40505
(Address)
State of
County of
Kentucky
Fayette
The foregoing instrument was acknowledged before me by means of □ physical
presence or □ online notarization , this 15th by
Mike Fadden ,fnown to me to be the person)
described herein, or who produced _________________ as
identification, and who did/did not take an oath.
NOTARY PUBLIC :
ti/a:~ (&Qte)
Tiffany Brewer
(Print Name)
My commission expires: 211212027
TIFfANY IREWER
NOTARY PUBllC
kenluctY, 81111At IJltff
C-1alcia f KYNPHl41
Mv Collllllalon El"'-02t12/20!7
Page 35 of 37
40 of 48
DocuSign Envelope ID : C0BECDDD-F416-41 E8-944A-8O1 E2O O47268
EXHIBIT G
SCRUTINIZED COMPANY CERTIFICATE
I, Mike Fadden , as President of GALLS, LLC, am over 18 years
of age , have personal knowledge of the facts stated below and I am an owner,
officer, director, principal shareholder and/or I am otherwise authorized to bind the
forgoing person or business entity to a contract.
I hereby acknowledge that a company is ineligible to, and may not, bid on, submit a
proposal for, or enter into or renew a contract with an agency or local governmental
entity for goods or services if at the time of bidding or submitting a proposal for a new
contract or renewal of an existing contract or exec uting a new contract, the company:
• is on the Scrutinized Companies that Boycott Israel List , created pursuant
to §215.4725, or is engaged in a boyco tt of Israel ; or
• is on the Scrutinized Companies with Activities in Sudan Li st or the
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector
List, created pursuant to §2 15.473 , or is engaged in business operations
in Cuba or Syria, and the bid , proposal or contract is for goods or services
of One Million ($1,000,000.00) Doll ars or more .
I hereby represent and certify that the forgoing named p erson or business entity is not
on the Scrutinized Companies that Boyco tt Israel List or participating in a boycott of
Israel; and, for bids, propo sa ls or co ntracts for goods or services on One Million
($1 ,000,000 .00) Dollars or more , th at Proposer is not on the Scrutinized Companies
wit h Activities in Sudan List or the Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria.
By: /J
-~.,;tCJ.~~''~...J.~~~a!!!:!~~5-----_2023
SignF /
Augu st 15t h
Date
_M_i_k_e_F_a_d_d_e_n _________ , President
Name (Print)
Fed e r a l Employe r Id e ntification Numbe r: 20-3545989 -------------
GALLS, LLC
1340 Russell Cave road
Lexington, KY 40505
Page 36 of 37
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DocuSign Envelope ID: C0BECDDD-F416-41E8-944A-8D1E2OD47268
EXHIBIT H
CONTRACTOR'S CUSTOMER SUPPORT MANUAL
Page 37 of 37
42 of48
Cust omer: e,owa,d Co She,iff Date. 9/27/2023
Attn: Quote Numbe,:
Rep Name:
Acct#: 5416255
Qty of Orde,s:
Shipping Charge: __________ _
GQltom# Slzo Mft Modol # Description QTY Galls Your Ext.
Rotail Prico Subtotal
5G506 TDGN 72399 5.11 STRYKE SHIRT 1 s s 78.86 s 78.86
SRS70TOGN 7 1175 S/S TACUTE PRO POLY/COTTON RIPSTOP SHIRT 14 s s 61.73 s 864.22
SR653 TOGN 72185 511 RAPID ASSAULT SHIRT 59 s s 76.41 s 4,508.19
SW724 GRN 71049 5.11 MENS PERFORMANCE S/S POLO 26 s s 46.60 s 1,211 .60
SW724 GRN 71049 5.11 MENS PERFORMANCE S/S POLO 1 S s 49.91 s 49.9 1
TR506 TOGN 74 273 5.11 TAC UTE PANTS 178 s s 43.SO s 7,743 .00
TR909 KHA 74369 5.11 STRYKE PANT W/FLEX TAC 825 s s 59.71 s 49,264.29
TR980KHA 64386 WOMENS STRYJCE PANT 622 s s 59.71 s 37,142.29
TT824 RGRN 74434 5.11 MENS APEX PANT 103 s s 59.71 s 6,lS0.57
TS30080D 4120 43 s s 15.09 s 648 .87
TRI OSO BLK l920500 CYCLING UNOERStiORT 68 s s 32.14 s 2,185 .71
JA250 DNYL 9970V 3 s s 456 .79 s 1,370.37
JA2SO DNYL 9970V I s s S9 1.69 s S91.69
lA2S00NYL 9970V I s s 794.03 s 794.03
JA2SO DNYL 9970V I S s 794.03 s 794.03
RW7 17 BKYL 982SZ fYPHOON RAIN REVERS IBLE PANT 4 S s 90.00 s 360.00
RW717 BKYL 982SZ T't"PHOON RAIN REVERSIBLE PANT I s s 90.00 s 90,00
RW7 17 BKYL 98252 fYPHOON RAIN REVERS IBLE PANT I s s 90.00 s 90.00
RW093 LGR 20298 1870C SCREENPRINTEO RAIN COAT W/REFECT T I s s 21.71 s 21.71
RW093 LGR 20298 1870C SCREENPRINTED RAIN COAT W/REFECT 1 3 s s 23.34 s 70.02
RW093 LGR 20298 l870C SCREENPRINTEO RAIN COAT W/REFECT T 1 s s 26.52 s 26.52
RW687 YEL 1650C 481N SCREENPRINT RAINCOAT W/BACK & LFT Cl 30 s s lS.91 s 477.30
RW687 YEL 16SOC 481N SCREENPRINT RAINCOAT W/BACK & Lfl Ct 32 s s 15.91 s 509.12
RW687 YEL 1650C 48 1N SCREENPRlNT RAINCOAT W/BACK & Ln Cl 4 s s 15.9 1 s 63.64
JC483 00 602001 SUMMIT SOFTSHELUACKET 37 s s 79.93 s 2,95,7.36
SH120S OKGN c:5418 CORNERSTONE SELECT UGH'TWEIGHT SNAG PRI 300 s s 15.70 s 4,710.00
SH120S OKGN c:5418 CORNERSTONE SELECT LIGHTWEIGHT SNAG PRI 9 s s 17.13 s 154.16
SH1691 DKGN CS419 CORNERSTONE LADIES SELECT LIGHTWEIGHT SP 656 s s 31.27 s 20,513.12
SH 169 1 DKGN CS4l9 CORNERSTONE LADIES SELECT LIGHTWEIGHT sr 132 s s 32.70 s 4,316.40
SH 1691 DKGN (5419 CORNERSTONE LADIES SELECT LIGHTWEIGHT SI 91 s s lS.56 s 3,235.96
SH1691 OlCGN c:5419 CORNERSTONE LADIES SELECT LI GHTWEIGHT SI 6 s s 36.99 s 221.94
ST037 BLIC CS410L5 MENS CORNERSTONE SELECT SNAG,PROOF TAC 182 s s 44.13 s 8,031.66
S1037 BLK CS410LS MENS CORNERSTONE SELECT SNAG-PROOF TAC 16 s s 4 5.56 s 728.96
S10 37 BLK CS410LS M ENS CORNERSTON E SELECT SNAG-PROOF TAC 8 s s 48.41 s 387.28
51147 BLK c:54 10 MENS CORNERSTONE SELECT SNAG·PROOF TAC 834 s s 40.91 s 34,118.94
S1 147 BLK c:5410 MENS CORNERSTONE SELECT SNAG-PROOF TAC 172 s s 4 2.34 s 7,282 .48
ST147 BU< c:5410 MENS CORNERSTONE SELECT SNAG-PROOF TAC 100 s s 45.20 s 4,520.00
S11 47 BLK (5410 MENS CORNERSTONE SELECT SNAG-PROOF TAC 6 1 s s 46.63 s 2,844.43
51 147 BLK CS410 MENS CORNERSTONE SELECT SNAG-PROOF TAC 9 S s 49.49 s 445.41
ST14 8 BLI( SIOSA LADIES CORNERSTONE SELECT SNAG-PROOF TA 46'1 s s 40.91 s 18,982 .24
s11as sue SlOSA LADIES CORNERSTONE SELECT SNAG·PROOF TA 79 s s 42.34 s 3,344 .86
51148 sue S10SA LADIES CORNERSTONE SELECT SNAG-PROOF TA 40 s s 45.20 s 1,808.00
51148 BLK 5105A LADIES CORNERSTONE SELECT SNAG-PROOF TA 4 s s 46.63 s 186.52
TR2428 NAV 24 10 EDWARDS MEN'S UTILIT't" CHINO FlAT FRONT SI I s s 20.37 s 20.37
TR970 OKNV 9799 WOMENS POLYESTER SKIRT 3S s s 33.19 s 1,161.50
TU016 OKNV 9711 7 S s 34.94 s 244.SS
TR2S0 2 NAV 8419 LADIES' ULTIMATE KHAXI FLAT FRONT CHINO St I s s 19.06 s 19.06
HA 118 BLK THREE PIECE SWIVEL CHIN STRAP 1 s s 10.99 s 10 99
SH070 WHT 85R78Z MENS COMMAND ZIP FRONT S/S SHIRT 253 s s 56.84 s 14,380.52
SH071 WHT 33W78Z M ENS CO MMAND SHIRT W/ZIPPERAND BANJO 23 s s 63.53 s 1,461.19
SH JS7CSPGN 35W77Z 22 s s 53.36 s 1,173.92
SH159CSPGN 8SR77Z 34 s s 48.36 s 1,644.24
SH38]6B SPGN SH38368 265 s s 60.27 s 15,971.55
SH38378 SPGN SH38l79 35 s s 60.27 s 2,109.45
SH3973 SPGN SH3973 1342 s s 48.36 s 64,899.12
SH3974 SPGN SH3974 589 s s 48.36 s 28,484.04
SH4057 SPGN SH40S 7 319 s s 53.36 s 17,02 1.84
SR328 SPGN I26R77Z FL WOMEN 'S L/S ZIPPER POLICE SHIRT 106 s s 53.36 s S,6S6.16
SW25808 SPGN SW2580B 1347 s s 58.77 s 79,163.19
SW25818 SPGN SY/25818 207 s s 58.77 s 12, 16S.39
TR082 BLK 390010 MENS POLYESTER TROUSERS 70 s s 44.90 s 3,143.00
TROSl BLK 3900W LADIES POLYESTER TROUSERS 83 s s 44.90 s 3,726.70
TR650 NAVY 47400 MENS P/C TWILL TROUSERS W/FLEX WAIST8AN 24 s s 56.04 s 1,34 4.96
TR65 1 NAVY 47400W POLY COTTON TWILL WOMENS TROUSERS W/F 28 s s 56.04 s 1,569.12
TU207 SPGN 3706BK FL MENS POLY TROUSER W/llN BlACX STRIPE & 2689 s s 42.67 s 114,739.63
TU5 74 SPGN 3706BKW FL W OMENS POLY TROUSER W/llN BLK STRIPE 1193 s s 42.67 s 50,905 31
SHl19 WHT 176R78 lA01ES S/5 COMMAND SHIRT 511 s s 48.36 s 24,711.96
SH121 WHT 126R78Z L/S FEMALE COMMAND SHIRT W/ZIPPER 32 s s 53.36 s l,707.S2
GL68 3 WHITE SPECIAL ~SURE GRIP" COTTON SNAP WRI 2 s s 8.2 1 s 8.2 1
TS684 WHT 2000 GILDAN ULTRA COTTONS/ST-SHIRT 298 s s 5.15 s 1,534.70
TS6S4 WKT 2000 GI LOAN ULTRA COTTONS/ST-SHIRT 7 S s 6.18 s 43.26
TS684 W HT 2000 GI LOAN ULTRA COTTON 5/5 T-SH1RT 1 s s 9.27 s 9.27
LH 354 BW BROWARD CNT't" G&G DOUBLE MAG CASE 176 s s lt.03 s 5,461.03
LH355 SW Iii 204 s s 23.77 s 4,849.08
LH356 SW BROWARD CNT't" G&G AEROSOL CASE 271 s s 22.77 s 6,170.67
Ui3S7 BW BROWARD CNTY G&G KEEPERS 122 s s 4.38 s 534.36
LH607 8W BROWA.RO CNTY NEW G&G DUTY BELT 286 s s 46.05 s 13,170.30
lH608 aw BROWARD CNTY NEW G&G TROUSER BELT 544 s s 26.66 s 14,5,03.04
SW 1672 8LK M425 HARRITON MENS PILBLOC V-NECK BUTTON CAR 1 S s 42.92 s 42.92
sw1612 euc M425 HARRITON MENS PILOLOC V•NECK BUTTON CAR I s s 46,00 s 46.00
43 of 48
SW1672 But M42S HARRITON MENS PILBLOC V·NECK BUTTON CAR s s 47.54 s 47.54
SW1672 But M42S HARRITON MENS PILBLOC V-NECK BUTTON CAR s s 49.08 s 49.08
SW1672 BLK M42S HARRITON MENS PILBLOC V-NECK BUTTON CAR s s 50.62 s 50.62
SW1672 BU< M425 HARRITON MENS PILBLOC V-NECK BUTTON CAR 1 s s 52.15 s 52.15
JA909DKNV HS3426 SENTRY JACKET 29 $ $ 98.39 $ 2,853.31
IA2n3 BLK JC382 199 $ $ 98.37 $ 19,575.63
IA2n3 BLK IC382 61 $ s 97.37 $ 5,939.57
SR066HVBK 402-HIVLM MOCEAN TECH S/S TWO TONE POLO 150 $ $ 69.61 $ 10,441.50
TS1452 MLGN 6010 BROWARD CNTY SHF MENS S/S CREW W/BLK P 150 $ $ 25.46 $ 3,819.00
TS1452 MLGN 6010 BROWARD CNTY SHF MENS S/5 CREW W/BLK P 10 $ $ 27.44 $ 274.40
1466MLGN 6071 BROWARD CNTY SHF MENS L/5 CREW W/BLK 66 $ $ 30.07 $ 1,984.62
TS1466 MLGN 6071 BROWARD CNTY SHF MENS L/5 CREW W/BLK P 2 $ $ 30.89 $ 61.78
ZG130FGRN OHS147 JM02 OHS147 HOLLYWOOD BIKE SHORTS 107 $ $ 66.44 $ 7,109.08
ZG130 FGRN OH5148 JM02 OHS147 HOLLYWOOD BIKE SHORTS 13 $ $ 72.06 $ 936.78
ZG130 FGRN OHS149 IM02 OHS147 HOLLYWOOD BIKE SHORTS s $ $ 75.00 $ 375.00
HW6868DKGN 161 $ $ 10.75 $ 1,730.75
ST112 BLK KS00LS PORT AUTHORITY Slut SPORT L/5 SHIRT 217 $ $ 33.41 $ 7,249.97
SG7040LJ FS3463C330 PROPPER SUMMER WEIGHT LONG SLEEVE TA $ $ 56.09 $ 224.36
SG70SOLI FS3743C330 PROPPER SUMMER WEIGHT SHORT SLEEVE TA $ $ 55.97 $ 55.97
SR788SPR FS31150314 LIGHTWEIGHT 65/35 POLY/COTTON RIPSTOP S/ 3 $ s 47.43 $ 142.29
SR8220LV FS31250330 LIGHTWEIGHT 65/35 P/C R/5 L/5 SHIRT 3 $ $ 49.89 $ 149.67
TR1590D F520138330 6 PCKT BAffiE RIP BOU TROUSERS 85 $ $ 29.08 $ 2,471.80
TR699BLK F526138 PROPPER BATTLE RIP BOU SHORT 65%POLY / 35 1 $ $ 21.99 $ 21.99
TTSS40LV FS258303030 PROPPER SUMMER WEIGHT TACTICAL PANTS 21 $ $ 43.80 $ 919.80
TT592 OU F52643C45030 PROPPER SUMMER WEIGHT TACTICAL SHORT 53 $ $ 35.50 $ 1,881.50
TU0190LV F525250450 LIGHTWEIGHT TACTICAL TROUSERS 1134 $ s 36.43 $ 41,311.62
TU07600 F5295S45 WOMENS LIGHTWEIGHT TACTICAL TROUSERS 746 s s 36.43 $ 27,176.78
TU2180D F52535033030 PROPPER MENS TACTICAL SHORT 29 s $ 28.13 $ 815.73
HS69S LGR 551850 BROWARD CO SHF HIVIS VEST W/BLK SHERIFF L 173 $ $ 28.84 $ 4,989.32
TS14100D 676300 BROWARO SHF MILITARY TEE W/PC025 FRNT/P 125 $ $ 23.69 $ 2,961.25
TS14500D 60118 BROWARD SHF 1/5 MILITARY TEE W/PC025 FRN 93 $ $ 25.76 $ 2,395.68
TS14SOOD 60118 BROWARD SHF 1/5 MILITARY TEE W/PC02S FR 14 $ s 26.47 $ 370.58
UA033 BLK 90156 POLY CROSSOVER TIE W/ COVERED SNAP 66 $ $ 4.64 $ 306.24
UA494 BLK 90010 31N POLYESTER CLIP ON TIE W/ BUTTONHOLE 145 $ $ 3.79 $ 548.93
UA494 BLK 90051 31N POLYESTER CUP ON TIE W/ BUTTONHOLE l $ $ 3.79 $ 3.79
UA494 BU< 90043 31N POLYESTER CUP ON TIE W/ BUTTONHOLE 43 $ s 3.93 s 168.93
UA494 BLK 90063 31N POLYESTER CUP ON TIE W/ BUTTONHOLE 9 s s 4.21 s 37.93
SR816 BLK TLS608 PORT AUTHORITY L/5 EASY CARE BUTTON DOW 18 $ $ 34.84 s 627.12
SR817 BLK TLS608 Port Authority Ladll!s Long Slt!111111 Easy tare Shi 52 $ $ 34.84 $ l,Bll.68
TS122S OPRO 51450 SPORT-TEK POSICHARGE COMPETITOR COTTON 37 $ $ 17.29 s 639.73
TS1225 OPRO ST450 SPORT-TEK POSICHARGE COMPETITOR COTTON s s 18,71 $ 74.84
TS1225 DPRO ST450 SPORT-TEK POSICHARGE COMPETITOR COTTON s s 21.57 $ 21.57
TS1225 OPRD ST450 SPORT•TEK POSICHARGE COMPETITOR COTTON l S s 23.00 s 23.00
TU445NAV STS15 LONG CLASSIC MESH SHORT 198 s s 11.33 s 2,243.34
TU44SNAV STS15 LONG CLASSIC MESH SHORT 1 S s 12.98 s 12.98
TU445NAV STSlS LONG CLASSIC MESH SHORT l $ $ 16.32 s 16.32
RW081 YEL HNvy Duty 3 PiKI! PVC Rain Sult 67 s s 13.80 s 924.60
JA167 BLK 531BZ SPIEWAK PERFORMANCE SOFT JACKET W/ SIDE 134 s s 123.19 s 16,507.46
JA167 BLI( 5318Z SPIEWAK PERFORMANCE SOFT JACKET W/ SIDE 88 s s 133.11 s 11,713.68
JA2763 BLK SH3466 25 $ $ 186.44 s 4,661.00
ZA273B YEL 51756V 51756V VIZGUARO RAIN PANT 69 $ $ 98.14 $ 6,771.86
RWS608YEL S577V 79 $ $ 135.80 $ 10,728.20
ST912MAR T47S RAGLAN POLO so $ $ 30.13 $ 1,506.50
TS1252 RED ST4SOLS SPORT-TEK POSICHARGE COMPETITOR COTTON 18 $ $ 18.71 s 336.78
TS1252 RED ST450LS SPORT·TEK POSICHARGE COMPETITOR COTTON 4 $ s 20.14 $ 80.56
TS1252 RED ST4SOLS SPORT-TEK POSICHARGE COMPETITOR COTTON l $ $ 23.00 s 23.00
TS1252 RED ST4SOLS SPORT-TEK POSICHARGE COMPETITOR COTTON $ $ 24.43 $ 24.43
m76CHAR 4484 TRUE-SPEC 24• 7 WOMENS PERFORMANCE LON $ $ 51.63 $ 51.63
m76CHAR 4484 TRUE-SPEC 24•7 WOMENS PERFORMANCE LON $ $ 51.63 $ 103.26
ST278CHAR 4504 24-7 MENS PERFORMANCE IJS POLO l $ $ 51.63 $ 51.63
ST278CHAR 4504 24·7 MENS PERFORMANCE 1/S POLO $ $ 51.63 s 51.63
ST278CHAR 4504 24-7 MENS PERFORMANCE 1/5 POLO s s 51.63 $ 51.63
HW37190KNV 89167 BEELINE BEANIE 3 $ $ 12.16 s 36.47
NPS69 BLK 59551 5.11 TOU BELT l.SIN PIASTlC BUCKLE 4 $ s 14.42 $ 57.68
TJ3618LI( 74461 5.11 FAST·TAC URBAN PANT s $ $ 36.21 $ 181.07
TR1661 BLK 74512 5.11 ABR PRO PANT $ $ 47.27 $ 189.09
FT932 BLK L40921600 XA PRO GTX FORCES SHOE $ $ 157.55 $ 472.65
88280 BLK 4918000 BACKPACK TRECK SUNG 3 $ $ 50.57 $ 151.71
80292 12 50132512 10 $ s 3.26 $ 32.57
B0292 SO 50132512 10 $ s 12.14 $ 121.43
B0292 100 50132512 5 s $ 21.43 $ 107.14
LP880PLN 6580 l l/41N GARRISON BELT· BLK 3 $ s 17.74 $ 53.23
LP880PLN 6580 11/41N GARRISON BELT• BLK 3 $ s 17.74 s 53.23
RW093LGR 10187 1870C SCREENPRINTED RAIN COAT W/REFECT T 275 $ $ 21.71 s S,971.43
ZTB23 BLI( 4022 ZIP FRNT CREW CARDIGAN SWEATER 5 $ $ 52.71 $ 263.55
ZT823 BLK 4022 ZIP FRNT CREW CARDIGAN SWEATER 2 $ s SS.57 s 111.14
ZT823 BLK 4022 ZIP FRNT CREW CARDIGAN SWEATER 2 $ $ 57.00 s 114.00
ZT823 BLK 4022 ZIP FRNT CREW CARDIGAN SWEATER 2 S s 58.43 s 116.86
ST437 8LK 4018 COBMEX V-NECK IJS CARDIGAN s s s 64.99 s 324.95
JA028 NAV 606 CONDOR PHANTOM SOFTSHELL JACKET $ $ 69.64 $ 348.21
JC483 00 602 SUMMIT SOFTSHELLJACKET $ $ 79.93 $ 239.79
NY680 BLK 160 VENTURE PACK 3 $ $ 68.50 $ 205.50
JA1158LAPD 38800 s s 195.60 s 978.00
JA1165 LAPD 38833 BROWARD CNTY SHF (FIRE) WOMENS SINGLE B $ $ 19S.60 s 586.80
SH018 LTEI 3SWS4 MENS L/S DAC/COTTON SHIRT 24 $ $ 45.10 $ 1,082.40
SH020 LTB 8SRS4 MENS FLYING CROSS SS UNIFORM SHIRT s $ $ 40.30 $ 201.50
SH047 NAV 176RS4 WOMEN'S 5/5 OAC/COT UNIFORM SHIRT s s s 40.30 $ 201.50
SH048NAV 126RS4 WOMEN'S IJS POLY/COTTON SHIRT 5 $ s 45.10 s 225.50
SHOS2 NAV 18SRS8 WOMEN P/C TWILL TACTICAL S/5 SHIRT s s s 54.79 s 273.95
TR082 BLK 3900 MENS POLYESTER TROUSERS 10 s s 44.90 s 449.00
TR082 BLK 3900 s s $ 44.90 $ 224.50
TR083 BLK 3900W LADIES POLYESTER TROUSERS 12 $ $ 44.90 $ 538.80
KV043 BLK 831106 LEATHERMAN ST300 SUPER TOOL 3 $ s 82.14 $ 245.43
74NAV SSOMNV FD JACKET WITH LINER 25 s s 74.66 s 1,941.16
JC874NAV SSOMNV FD JACKET WITH LINER 5 s s 83.36 s 416.80
SH093 LTB P868 MENS PARAGON PLUS 55 SHIRT 114 $ s 35.79 s 4,080.06
44 of 48
SH095 LTB P878 MENS PARAGON PLUS LS POLY/COT SHIRT 78 s s 40.71 s 3,175.38
SHBSSWHT 3310N TEX TROP2 MALE 55 SHIRT 27 s s 45.93 s 1,240.11
SH874WHT 310N TEX TROP2 MENS LS SHIRT 40 s s 49.64 s 1,985.60
SR750WHT P801LC LAOIES CHOICE LS PARAGON PLUS SHIRT 11 s s 40.71 s 447.81
SR751WHT P811LC LAOIES CHOICE 55 PARAGON PLUS SHIRT 13 s s 3S.79 s 46S.27
FT1120 euc 11n63 MERRELL AGILITY PEAK TACTICAL 5 $ s 106.21 s 531.05
HW3386WHT GML40 BROWARD FIRE BELL CRWN WHITE CAP W/VEL 9 $ s 52-86 s 475.71
HW3387NAV 114 3 $ $ 52.86 $ 158.57
BG1597 BLK 921554 EXTRACTOR SUNG PACK 2.0 3 $ $ 67.86 s 203.57
EW1433GRV 009367 OAKLEY DROP POINT GLASSES (MATTE BLACK 3 $ $ 109.13 s 327.39
EW296GRV 009144 OAKLEY SI HALF JACKET 2.0 XL ·MATTE BLK SUN 3 $ $ 122.00 s 366.00
EW383LG 3 $ $ 19.49 s 58.46
GU358 BLK FOS900168 SI LIGHTWEIGHT 2.0 GLOVE 4 $ $ 25.71 s 102.86
GL683 WHITE SPECIAL SURE GRIP COTTON SNAP WRI 4 s $ 3.57 s 14.28
FU379 88082 PROTAC 2L X use 186SO use BATTERY use COR 3 s $ 67.09 s 201.26
BG744 S69244S LAWPRO CAR SEAT ORGANIZER 3 $ s 21.29 s 63.86
TS958 BLK TMUCOl TASC CREW NECK UNDERSHIRT 14 s s 22.86 s 320.00
FT2321 BLK 831-6833 ROCKY CODE BLUES" SPORT PUBLIC SERVICE B 8 s s 96.99 s 775.92
TE989 BLK 215 ULTIMATE RIGGERS BELT s s s 78.91 s 394.57
HW1596 BLK 1318S39 UA TAC STEALTH BEANIE 2.0 3 $ s 13.67 s 41.01
SW224SBUC 1343244 MENS BASE CREW 2.0 4 s s 37.71 s 1S0.86
TS862 BLK 1248196 UA TAC TECH l/S T-SHIRT 5 s s 21.43 s 107.14
JA2636 RGRN VTX8837 VERTX FIREBASE HOODIE 3 $ s 8S.76 $ 2S7.27
UP3979 1 $ s 0.36 s 0.36
1 $ $ 1.00 s 1.00
UP3987 1 $ $ 0.3S s 0.3S
UP3988 1 $ $ 0.57 s 0.57
UP3989 1 $ $ 1.00 $ 1.00
1 $ s 0.44 s 0.44
UP3991 1 $ s 0.61 $ 0.61
UP4007 s s 0.45 s 0.45
UP4385 s s 0.68 s 0.68
UP4010 s s 0.42 s 0.42
UP43S9 1 $ s 0.57 s 0.57
1 $ s 1.00 s 1.00
UP4360 s s 1.10 s 1.10
UP3981 s s 1.os s 1.05
1 $ s 1.00 $ 1.00
UP3993 $ $ 2.09 $ 2.09
UP3998 s $ 1-23 $ 1.23
UP4008 1 $ s 0.51 s 0.51
1 $ s 1.00 s 1.00
UP3994 1 $ $ 0.72 s
UPlSS $ $ 1.30 $ 1.30
UX743N $ s S.83 $ 5.83
UX819N $ $ S.83 s 5.83
s $ 1.23 $ 1.23
CB334GP CS21S CS21S MULTI STAR RANK INSIGNIA 1 $ s 29.51 $ 29.51
ZV873 S 185 3 GP CSlBS s s 23.76 s 23.76
ZV871 5195 3 GP CS19S s $ 23.76 $ 23.76
ZA1733 CS30 GP CB CS30 s s 14.S9 s 14.59
ZV943 CS32 GLD C532 $ $ 14.S9 $ 43.76
ZV981 CS22 RHO CS22 s $ 13.57 s 13.57
ZV982 CS23 RH CS23 s s 13.57 s 27.14
ZV981 CS22 GLD CS22 1 $ s 13.57 s 13.57
ZV982 CS23 GLD CS23 1 s $ 13.57 $ 13.57
ZA2769GP CS36 CS36 CAPTAIN BARS SM28 PAIR 19 $ s 13.91 s 264.37
ZA2999 CS40 GLO CS40 1 $ s 13.91 s 13.91
CB275GP CS38 CS38 llN LIEUTENANT BAR· PAIR 20 s s 13.91 s 278.29
ZA2164 C534 GP CS34 59 s s 13.91 s 820.94
CB074GP CSOlS 3/BIN 3 LITTER CUSTOM COLLAR BRASS-PAIR 3 $ $ 23.57 $ 70.71
BC239GP A7097 A7097 ·Cl MOTOR WINGS COLLAR INSIGNIA W/ 32 s s 11.64 $ 372.S7
HW426BBLK 89260 48 s s 13.S2 s 648.96
FT1ns BLK 12392 5.11 ATAC 2.0 BIN STORM SZ 3 s s 111.39 $ 334.17
HW4010D 89250 TACTICAL FLEECE WATCH CAP W/5.11 LOGO 0 2 $ s 12.25 $ 24.50
UE247 112 $ $ 3.57 $ 399.84
BA009BLKBW 52633 103 s s 53.43 s 5,503.14
FW668BLK 22141 BATES HIGH GLOSS DUTY OXFORDS 10 s s 61.43 s 614.29
FU14 BPS22 RECHARGEABLE BATTERY STICK SL20X/MAGCH 6 s s 30.29 s 181.71
Gl807 BLK 7059107 GA STRATEDURE SGEL FINGERLESS BIKE GLOVE 29 s s 25.00 s 725.00
BW452 GP SlOB-BCSO GP BROWARD COUNTY SHERIFF'S OFC HAT BADGE 2 $ s 66.16 s 132.31
RS299WHT MS24D•250-6-W COBRA CUFFS DOUBLE LOCKING DISPOSABLE C $ s 18.50 s 129.SO
Zl679BW S110 D019 SllO SHOULOER STRAP BLACK s s SS.71 s 111.43
Zl680BW SS07 D019 SS07 DEE RJNG KEEPER BLACK 80 s s 10.39 s 830.86
Ll'6nBW 8521SV DOUBLE MAG HOLOER 1 $ s 2s.00 s 25.00
LP682 BW 3421 GLOVE CASE 149 $ s 18.57 $ 2,767.14
NP352BW 11S9799 ACCUMOLD ELITE DOUBLE MAG POUCH 13 $ $ 37.33 $ 48S.27
NP1189 BLK 311B03BK HIGH SPEED INTEGRATED INNER BELT 14 s s 27.43 s 384.00
NP15940D 31D800D COP LOCK DUTY BELT 14 $ $ 33.43 $ 468.00
TB0400D llMACOOD HSG MULTI ACCESS COMM TACO MOLLE POUC 2 s s 49.71 $ 99.43
TB0410D 11PT020D HSG DOUBLE PISTOL TACO 5 $ $ 47.14 s 235.71
TB2580D llPCOOOD LEO TACO MOLLE 4 $ $ 54.00 $ 216.00
TE17BBOD 13MA100D MULTI-ACCESS COMM TACO• BELT MOUNT 6 $ $ 49.71 $ 298.29
TE17950D 41EXOOOD DUTY EXTENDED PISTOL TACO HOLDER 8 $ $ 3B.S7 $ 308.57
TE19180D 41PT020D HIGH SPEED GEAR HSGI: DUTY DOUBLE PISTOL 12 $ $ SO.S7 $ 606.86
TE21S40D 41D0000D SINGLE TACO DUTY HANDCUFF POUCH 10 $ $ 41.14 $ 411.43
TP11230D 12PGOOOD HSG POGEY GP MOLLE POUCH BLACK 3 $ $ 38.57 $ 115.71
TPS630D 13EX100D EXTENDED PISTOL TACO· BELT MOUNT 6 $ $ 32.S7 s 19S.43
TP5730D 13TA100D HSGI: RIFLE TACO ADAPTABLE BELT MOUNT (AB 6 S s 36.86 s 221.14
NT030 GLD PLSH CB OMBG12CS 12 s s 2.39 s 28.63
GVD93 BKBK MFL-55 MECHANIX WEAR M-PACT FINGERLESS COVERT 2 $ s 22.80 $ 45.60
SP849 BLK JlS84S MOAB 2 8 IN TACTICAL WATERPROOF BOOT 16 $ $ 120.94 $ 1,935.04
SP909 BLK 115861 MOAB 2 TACTICAL BOOT 11 $ s 80.34 $ 883.74
EWS6SGRV 009253 OAKLEY SI BALUSTC DET CORD MATTE BLACK W 31 s s 128.61 $ 3,987.04
LH460 180 PAIR OF BREAK AWAY CUPS 1 $ s 15.00 s lS.00
NV037 BLK 156037525028 PROPPER TACTICAL NVLN BELT 306 s $ 7.24 $ 2,216.31
45 of48
ZL653 OD F5501553307 100% COTTON BOONIE HAT 1 S s 8.49 8.49
H04068NAVlll 36 s s 17.49 629.64
FW827 BU( 6173 ROCKY ALPHAFORCE ZIPPER COMPOSITE TOED 2 S s 108.94 217.89
TE210 GSMKPC GALLS GAS MASK POUCH 60 s s 29.71 1,782.60
LP081CL 90-98 Salarilarid Stzridard Cuff Case with Sriap 4 S s 35.36 141.43
LP127CL 77-83-9B SAFARIIAND tl77 DOUBLE MAGAZINE HOLOER 39 $ $ 43.57 1,699.29
LP133CL 87-36-9B SAFARIIAND 4 ROW STITCH SAM BROWNE BEL 39 s s 70.36 2,743.93
ZA2026BLK 50145 50145 VELCRO BIB SCARF 1 $ $ 4.71 4.71
RS021 350103 SMITH WESSON NICKEL CUFFS NO ENGRAVING 129 $ $ 22.14 2,856.43
RS024 350121 SMITH WESSON NICKLE LEG IRONS NO ENGRAV SB $ $ 38.57 2,237.14
HW608FGRN 5-4008 5-4008 DBL BRIM STRAW CAMPAIGN mLE HA 1 $ s 91.00 91.00
FLOSI CSP690 IECTYPEAAC PLUG (100V/120V) 57 s s 22.80 1,299.60
FL439 74175 STRION REPLACEMENT BATTERY 34 $ $ 29.04 987.46
FLB58 54910 STRION LED FLASHLIGHT 192 s s 127.26 24,433.37
FL9S8 SF6-BC Lithium Batt~rit!s 25 s s 19.86 496.43
NP924 BU(BW 74194 196 s s 15.71 3,080.00
BG2263 IBK VTXSOlO VERTX COMMUTER 2 s s 185.71 371.42
HW261 HW261 2 $ s 8.96 17.92
HW263 HW263 CAMPAIGN mLE RAIN COVER s s 6.07 24.29
TEB24BKWH $ $ 34.07 34.07
UN408 HTIOl CAMPAIGN HAT TRAP CASE 1 $ s 77.14 77.14
LP157BKBW G4157 GALLS 1 3/41N GARRISON BELT 1 S s 16.84 16.84
LP604CL H99 SHOULOER STRAP 36 s s 42.44 1,527.84
BC1657 RH S528 BROWARD SHERIFF CUSTOM SS28 BADGE 15 s s 50.71 760.65
BC1657GP S528 BROWARD SHERIFF CUSTOM SS28 BADGE 51 s s 50.71 2,586.21
NT1094GP C559 C559 NAMEPLATE 2.SINX 0.6251N 79 s s 22.40 1,769.60
UA017 SIL/ UA018 103 s 3.27/2.90
SD226 52h2010 SABRE RED MKIII WATER BASE STREAM 340 $ $ 11.31 $ 3,846.86
SD340 S2h2010F SABRE RED MK-3 FOAM 174 s s 11.49 s 1,998.51
CT619 BROWARD COUNTY APPLY NAMESTRIP 381 s s 3.18 $ 1,211.58
CT620 BROWARD COUNTY REMOVE HASHMARKS/APP 115 $ s 4.24 $ 487.60
CT621 BROWARD COUNTY REMOVE EMBLEM/APPLY N 44 s s 5.30 $ 233.20
CT622 BROWARD COUNTY REMOVE NAMESTRIP/APPL 118 s s 5.30 s 625.40
CT623 1 $ $ 8.49 $ 8.49
CT624 BROWARD COUNTY RE-HEM TROUSERS 62 $ $ 8.49 s 526.38
CT62S BROWARD COUNTY EMBROIDER ONE LINE ONT 131 s $ 3.61 $ 472.91
s s 0.00 s
$ $ 3.21 s
$ $ 4.67 s
s s 6.60 $
CT626 arid HEM01 $ s $
s s 5.00 $
$ s $
s s $
$ s s
$ $ $
s $ $
$ s $
$ $ s
$ $ s
$ s s
$ $ $
$ $ s
$ s s
s s $
s $ s
$ $ s
s $ s
s $ s
$ s s
s s s
s s $
$ s s
$ $ $
$ $ s
s s s
s $ $
s s $
s s s
s s s
s s s
s s s s s s
s s s
s s $
s s s
s s $
s s s
$ $ s s s s
s s s s s s s s s s s s s s s s s $
s s $
s s $
s s $
s s $
s s s s s s
s s $
s s s s s s s s s
.
46 of48
Quote Is vaUd for 90 days
GaUs Is required to collect sales tax on shipments to certain states. Sales tax will be added where applicable. For tax exempt customers, state laws re11uire us to have signed tax exemption
or resale certificates on file at our office. If you are tu exempt, please email or lax this Information, (including your Galls account number) to Tax@lsalls.com or fax 859-268-5946.
Export Restrictions -This may contain commodities restricted In the United States International Trade Regulations.
1340 Russell cave Rd
Lexin&ton, KY 4050S
Tel: 800-876-4242 Fax:877-914-2557
47 of 48
Subtotal
Shipping:
E51 Tax
Total
1,055,674.23
1,055,674.23
E-VERIFY AFFIDAVIT
In accordance with Section 448.095 , Florida Statutes, the City of South Miami requires a ll
contractors doing business with the City to register w ith and use the E-Verify system to verify the
work authorization status of all new ly hired employees. The City wi ll not enter into a con tract
unless each party to the contract registers with and uses the E-Verify system.
The contracting entity must provide of its proof of enrollment in E-Verify. For instructions on
how to provide proof of the contracting entity's pa1ticipation/enrollment in E-Verify, please vis it:
https://www.e-verify.gov/ fag/how-do-i-provide-proo f-o f-my-partic i pationenro l l me nt-in-e-verify
By signing below, the contracting entity acknowledges that it has read Section 448.095, Florida
Statutes and wi ll comply with the E-Verify requirements imposed by it, including but not limited
to obtaining E-Verify affidavits from subcontractors.
~ Check here to confirm proof of enrollment in E-Verify has been attached to this Affidavit.
In the presence of: Signed, sealed and delivered by:
Witness # 1 Print Name: T iffany Brewer ike Fadden
itl e : Chief Executive Officer
Witness #2 Print Name: _______ _ Entity Name: _G_a_lls_._L_L_C _______ _
Kentucky
State of r'lotida
County of _F_a.:...ye_tt_e ____ _
ACKNOWLEDGMENT
The foregoing instrument was acknowledged before me by means of~ physical presence or D
online notarization, this 23rd day of April , 2024 , by Mike Fadden
______ (name of person) as Chief Executive Officer (type of authority) for
Galls , LLC (name of party on behalf of whom instrument is executed).
TIFFANYUEWal
NOTARY PUBLIC
kenlucb, 81111 At IMff
c-illlollfKYNPl5141
Mr CGnalalo11 El""-02tt2J2021
_x __ Personally known to me; or
B /
Commissioned)
___ Produced identification (Type of Identification: _____________ _,
___ Did take an oath; or
--~Did not take an oath
48 of 48
Page 1 of 4
AGREEMENT BETWEEN
THE CITY OF SOUTH MIAMI
AND
GALLS, LLC
THIS AGREEMENT (this “Agreement”) is made effective as of the day of
, 2024 (the “Effective Date”), by and between the CITY OF
SOUTH MIAMI, FLORIDA, a Florida municipal corporation (the “City”), and GALLS, LLC,
a Delaware limited liability company authorized to conduct business in the State of Florida (the
“Contractor”). Collectively, the City and the Contractor are referred to as the “Parties.”
WHEREAS,the City desires to engage a vendor experienced in the supply of uniforms
and the operation of a web-based uniform ordering program for the uniform and ancillary
equipment needs of the Police Department (the “Services”)
WHEREAS,on July 20, 2023, the Broward Sheriff’s Office (“BSO”) competitively
awarded the Contractor a multi-year contract for the Services pursuant to RLI #23013AG, which
has a term of three (3) years with the option to renew for five (5) additional one (1) year renewal
options (the “BSO Contract”); and
WHEREAS,pursuant to Article III, Section 5 of the City Charter, the City may make
purchases through other governmental agencies that have followed similar bidding
procedures; and
WHEREAS,the type of services contemplated by the City has been competitively bid by
the BSO, which has entered into the contract dated August 16, 2023 attached hereto as Attachment
“A” (the "BSO Contract") with the Contractor; and
WHEREAS,in accordance with Article III, Section 5 of the City Charter, the City wishes
to enter into this Agreement with the Contractor for the Services, consistent with the terms and
conditions of the BSO Contract.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the City and the Contractor agree as follows:
1. Incorporation of Contract. The terms and conditions of the BSO Contract attached hereto
as Exhibit “A” are incorporated as though fully set forth herein. Except as otherwise
specifically set forth or modified herein, all terms in the BSO Contract are hereby ratified and
affirmed and shall remain unmodified and in full force and effect in accordance with its terms.
2. Defined Terms. All initial capitalized terms used in this Agreement shall have the same
meaning as set forth in the BSO Contract unless otherwise provided in this Agreement. All
references to the “Sheriff of Broward County, Florida”, the “Broward Sheriff’s Office”, and
7
Page 2 of 4
the “SHERIFF” in the BSO Contract shall be replaced with the “City of South Miami, Florida”
or the “CITY” where applicable.
3. Conflicts; Order of Priority.This document without exhibits is referred to as the
“Agreement.” In the event of a conflict between the terms of this Agreement and any exhibits
or attachments hereto, or any documents incorporated herein by reference, the conflict shall be
resolved in the following order of priorities and the more stringent criteria for performance of
the Services shall apply:
A.First Priority: This Agreement;
B.Second Priority: Exhibit “A,” the BSO Contract; and
C.Third Priority: E-Verify Affidavit.
4. Amending Article I of the BSO Contract.Article I, “Definitions and Identifications,” of the
BSO Contract is hereby amended to delete the term “Worksite” and clarify there will be no
“Worksite” or services related thereto as part of the scope of services, as follows:
1.8 Worksite –means that location at the central supply building located at 2601
West Broward Blvd., Fort Lauderdale, Florida 33312 which is more fully described
as Exhibit C hereto. All references to “Worksite” or on-site services related thereto
shall not apply to the City of South Miami.
5. Amending Article X of the BSO Contract.Article X, “Alterations and Measuring Services,”
of the BSO Contract is hereby deleted in its entirety.
6. Amending Article XXIII of the BSO Contract.Article XXIII, “Worksite Premises,” of the
BSO Contract is hereby deleted in its entirety.
7. Notice Pursuant to Section 119.0701(2)(a), Florida Statutes.IF THE
CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S
DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS:
Nkenga “Nikki” Payne, CMC, FCRM, City Clerk, 6130 Sunset Drive, First
Floor, South Miami, FL 33143, 305-663-6340, npayne@southmiamifl.gov.
8. Governing Law and Venue.This Agreement is made under, and in all respects, shall be
interpreted, construed, enforced, and governed by and in accordance with the laws of the State
of Florida. Venue for any legal action resulting from this Agreement shall lie solely in Miami-
Dade County, Florida.
9. Notices/Authorized Representatives.Any notices required by this Agreement shall be in
writing and shall be deemed to have been properly given if transmitted by hand-delivery, by
registered or certified mail with postage prepaid return receipt requested, or by a private postal
service, addressed to the parties (or their successors) at the addresses listed on the signature
8
Page 3 of 4
page of this Agreement or such other address as the party may have designated by proper
notice.
10. E-Verify Affidavit.In accordance with Section 448.095, Florida Statutes, the City requires
all contractors doing business with the City to register with and use the E-Verify system to
verify the work authorization status of all newly hired employees. The City will not enter into
a contract unless each party to the contract registers with and uses the E-Verify system. The
contracting entity must provide of its proof of enrollment in E-Verify. For instructions on how
to provide proof of the contracting entity’s participation/enrollment in E-Verify, please visit:
https://www.e-verify.gov/faq/how-do-i-provide-proof-of-my-participationenrollment-in-e-
verify. By entering into this Agreement, the Contractor acknowledges that it has read Section
448.095, Florida Statutes; will comply with the E-Verify requirements imposed by Section
448.095, Florida Statutes, including but not limited to obtaining E-Verify affidavits from
subcontractors; and has executed the required affidavit attached hereto and incorporated
herein.
11. Counterparts. This Agreement may be executed in several counterparts, each of which shall
be deemed an original and such counterparts shall constitute one and the same instrument.
[Remainder of page intentionally left blank.
Signature pages follow.]
9
Page 4 of 4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
the day and year as first stated above.
CITY OF SOUTH MIAMI
By:
Genaro “Chip” Iglesias
City Manager
Attest:
By:
Nkenga “Nikki” Payne, CMC, FCRM
City Clerk
Approved as to Form and Legal Sufficiency:
By:
Weiss Serota Helfman Cole & Bierman, P.L.
City Attorney
Addresses for Notice:
City of South Miami
Attn: City Manager
6130 Sunset Drive, First Floor
South Miami, FL 33143
305-668-2510 (telephone)
chip@southmiamifl.gov (email)
With a copy to:
Weiss Serota Helfman Cole & Bierman, P.L.
Attn: City of South Miami Attorney
2800 Ponce de Leon Boulevard, Suite 1200
Coral Gables, FL 33134
larango@wsh-law.com (email)
GALLS, LLC
By:
Name:
Title:
Entity:
Addresses for Notice:
(telephone)
(email)
With a copy to:
(telephone)
(email)
10
ATTACHMENT “A”
BSO CONTRACT
11
E-VERIFY AFFIDAVIT
In accordance with Section 448.095, Florida Statutes, the City of South Miami requires all
contractors doing business with the City to register with and use the E-Verify system to verify the
work authorization status of all newly hired employees. The City will not enter into a contract
unless each party to the contract registers with and uses the E-Verify system.
The contracting entity must provide of its proof of enrollment in E-Verify. For instructions on
how to provide proof of the contracting entity’s participation/enrollment in E-Verify, please visit:
https://www.e-verify.gov/faq/how-do-i-provide-proof-of-my-participationenrollment-in-e-verify
By signing below, the contracting entity acknowledges that it has read Section 448.095, Florida
Statutes and will comply with the E-Verify requirements imposed by it, including but not limited
to obtaining E-Verify affidavits from subcontractors.
☐Check here to confirm proof of enrollment in E-Verify has been attached to this Affidavit.
In the presence of: Signed, sealed and delivered by:
Witness #1 Print Name: Print Name:
Title:
Witness #2 Print Name: Entity Name:
ACKNOWLEDGMENT
State of Florida
County of
The foregoing instrument was acknowledged before me by means of ☐physical presence or ☐
online notarization, this day of , 20 , by
(name of person) as (type of authority) for
(name of party on behalf of whom instrument is executed).
Notary Public (Print, Stamp, or Type as
Commissioned)
Personally known to me; or
Produced identification (Type of Identification:)
Did take an oath; or
Did not take an oath
12
13
Date:
To :
Thru:
July 20, 2023
Colonel Oscar Llerena, Executive Director, Department of Admin~tion Dl
Neesa B. Warlen, Esq., C.P.A., Director, Purchasing B~
From : Auret M. Gil, Purchasing Manager, Purchasing Bureau ~\
Subject: Award Recommendation, RLI # 23013AG RLI Name: Online Web Based Uniform
Ordering System and On-Site Facility
A. Purchasing Approvals:
1. Is the vendor on the List of Prohibited Investments (Scrutinized Companies) per Florida Statute
Chapter287 .135.? No
2. Is the vendor on the Scrutinized Companies that Boycott Israel List per Florida Statute Chapter
287.135.? No
3. Attach Scrutinized Company Certificate and Verification of Employment Eligibility Form for Awarded
Vendor(s).
4. Is the Vendor on the Public Entities Crime List No. (Attach most recent Public Entities Crime List.)
5. Is this contract being paid through a grant? No.
8. Summary
On April 20, 2023 the above referenced RU was released. Questions from potential Proposers were
accepted through May 16, 2023. Responses were received on June 8, 2023 from one (1) proposer
including zero (0) CBE/SBE vendors. The only proposal received was from Gall's LLC.
The Selection Committee was comprised of the following:
Captain Frank Heitman Department of Administration
Captain Myko Coker Training
Captain Alfred Puig Department of Administration
The Selection Committee (S-C) met on July 11, 2023 and agreed that presentations were not needed .
The S-C then ranked Gall's LLC as the number 1 ranked firm.
07/20/2023
14
Recommend award to Gall's LLC, proceed to negotiations, if required and preparation of an Agreement.
These services are estimated in an annual amount of $1,066,088 .00, $3,198,264 .00 for the initial terms
of 3 years for a total of $5,330,440.00 for the initial term and the option periods should they be
exercised and/or as otherwise negotiated .
Attachments : Ranking Ballots, Tally, Meeting Minutes, Scrutinized List, Convicted Vendor List.
C. Approval :
Approval Authority:
Recommendation is ✓ Approved
Colonel Oscar Llerena, Executive Director
Department of Administration
___ Not Approved
Date
Customer:Date:
Attn:Quote Number:
Rep Name:
Acct #:
Qty of Orders:
Shipping Charge:
GQ Item#Size Mft Model #Description QTY Galls
Retail
Your
Price
Ext.
Subtotal
SG506 TDGN 72399 5.11 STRYKE SHIRT 1 -$ 78.86$ 78.86$
SR570 TDGN 71175 S/S TACLITE PRO POLY/COTTON RIPSTOP SHIRT 14 -$ 61.73$ 864.22$
SR653 TDGN 72185 511 RAPID ASSAULT SHIRT 59 -$ 76.41$ 4,508.19$
SW724 GRN 71049 5.11 MENS PERFORMANCE S/S POLO 26 -$ 46.60$ 1,211.60$
SW724 GRN 71049 5.11 MENS PERFORMANCE S/S POLO 1 -$ 49.91$ 49.91$
TR506 TDGN 74273 5.11 TAC LITE PANTS 178 -$ 43.50$ 7,743.00$
TR909 KHA 74369 5.11 STRYKE PANT W/FLEX TAC 825 -$ 59.71$ 49,264.29$
TR980 KHA 64386 WOMENS STRYKE PANT 622 -$ 59.71$ 37,142.29$
TT824 RGRN 74434 5.11 MENS APEX PANT 103 -$ 59.71$ 6,150.57$
TS300B OD 4120 43 -$ 15.09$ 648.87$
TR1050 BLK L920500 CYCLING UNDER SHORT 68 -$ 32.14$ 2,185.71$
JA250 DNYL 9970V 3 -$ 456.79$ 1,370.37$
JA250 DNYL 9970V 1 -$ 591.69$ 591.69$
JA250 DNYL 9970V 1 -$ 794.03$ 794.03$
JA250 DNYL 9970V 1 -$ 794.03$ 794.03$
RW717 BKYL 9825Z TYPHOON RAIN REVERSIBLE PANT 4 -$ 90.00$ 360.00$
RW717 BKYL 9825Z TYPHOON RAIN REVERSIBLE PANT 1 -$ 90.00$ 90.00$
RW717 BKYL 9825Z TYPHOON RAIN REVERSIBLE PANT 1 -$ 90.00$ 90.00$
RW093 LGR 20298 1870C SCREENPRINTED RAIN COAT W/REFECT TA 1 -$ 21.71$ 21.71$
RW093 LGR 20298 1870C SCREENPRINTED RAIN COAT W/REFECT TA 3 -$ 23.34$ 70.02$
RW093 LGR 20298 1870C SCREENPRINTED RAIN COAT W/REFECT TA 1 -$ 26.52$ 26.52$
RW687 YEL 1650C 48IN SCREENPRINT RAINCOAT W/BACK & LFT CH 30 -$ 15.91$ 477.30$
RW687 YEL 1650C 48IN SCREENPRINT RAINCOAT W/BACK & LFT CH 32 -$ 15.91$ 509.12$
RW687 YEL 1650C 48IN SCREENPRINT RAINCOAT W/BACK & LFT CH 4 -$ 15.91$ 63.64$
JC483 OD 602001 SUMMIT SOFTSHELLJACKET 37 -$ 79.93$ 2,957.36$
SH1205 DKGN CS418 CORNERSTONE SELECT LIGHTWEIGHT SNAG PRO 300 -$ 15.70$ 4,710.00$
SH1205 DKGN CS418 CORNERSTONE SELECT LIGHTWEIGHT SNAG PRO 9 -$ 17.13$ 154.16$
SH1691 DKGN CS419 CORNERSTONE LADIES SELECT LIGHTWEIGHT SN 656 -$ 31.27$ 20,513.12$
SH1691 DKGN CS419 CORNERSTONE LADIES SELECT LIGHTWEIGHT SN 132 -$ 32.70$ 4,316.40$
SH1691 DKGN CS419 CORNERSTONE LADIES SELECT LIGHTWEIGHT SN 91 -$ 35.56$ 3,235.96$
SH1691 DKGN CS419 CORNERSTONE LADIES SELECT LIGHTWEIGHT SN 6 -$ 36.99$ 221.94$
ST037 BLK CS410LS MENS CORNERSTONE SELECT SNAG-PROOF TACT 182 -$ 44.13$ 8,031.66$
ST037 BLK CS410LS MENS CORNERSTONE SELECT SNAG-PROOF TACT 16 -$ 45.56$ 728.96$
ST037 BLK CS410LS MENS CORNERSTONE SELECT SNAG-PROOF TACT 8 -$ 48.41$ 387.28$
ST147 BLK CS410 MENS CORNERSTONE SELECT SNAG-PROOF TACT 834 -$ 40.91$ 34,118.94$
ST147 BLK CS410 MENS CORNERSTONE SELECT SNAG-PROOF TACT 172 -$ 42.34$ 7,282.48$
ST147 BLK CS410 MENS CORNERSTONE SELECT SNAG-PROOF TACT 100 -$ 45.20$ 4,520.00$
ST147 BLK CS410 MENS CORNERSTONE SELECT SNAG-PROOF TACT 61 -$ 46.63$ 2,844.43$
ST147 BLK CS410 MENS CORNERSTONE SELECT SNAG-PROOF TACT 9 -$ 49.49$ 445.41$
ST148 BLK S105A LADIES CORNERSTONE SELECT SNAG-PROOF TAC 464 -$ 40.91$ 18,982.24$
ST148 BLK S105A LADIES CORNERSTONE SELECT SNAG-PROOF TAC 79 -$ 42.34$ 3,344.86$
ST148 BLK S105A LADIES CORNERSTONE SELECT SNAG-PROOF TAC 40 -$ 45.20$ 1,808.00$
ST148 BLK S105A LADIES CORNERSTONE SELECT SNAG-PROOF TAC 4 -$ 46.63$ 186.52$
TR2428 NAV 2410 EDWARDS MEN'S UTILITY CHINO FLAT FRONT SH 1 -$ 20.37$ 20.37$
TR970 DKNV 9799 WOMENS POLYESTER SKIRT 35 -$ 33.19$ 1,161.50$
TU016 DKNV 9711 7 -$ 34.94$ 244.58$
TR2502 NAV 8419 LADIES' ULTIMATE KHAKI FLAT FRONT CHINO SH 1 -$ 19.06$ 19.06$
HA118 BLK THREE PIECE SWIVEL CHIN STRAP 1 -$ 10.99$ 10.99$
SH070 WHT 85R78Z MENS COMMAND ZIP FRONT S/S SHIRT 253 -$ 56.84$ 14,380.52$
SH071 WHT 33W78Z MENS COMMAND SHIRT W/ZIPPER AND BANJO 23 -$ 63.53$ 1,461.19$
SH157C SPGN 35W77Z 22 -$ 53.36$ 1,173.92$
SH159C SPGN 85R77Z 34 -$ 48.36$ 1,644.24$
SH3836B SPGN SH3836B 265 -$ 60.27$ 15,971.55$
SH3837B SPGN SH3837B 35 -$ 60.27$ 2,109.45$
SH3973 SPGN SH3973 1342 -$ 48.36$ 64,899.12$
SH3974 SPGN SH3974 589 -$ 48.36$ 28,484.04$
SH4057 SPGN SH4057 319 -$ 53.36$ 17,021.84$
SR328 SPGN 126R77Z FL WOMEN'S L/S ZIPPER POLICE SHIRT 106 -$ 53.36$ 5,656.16$
SW2580B SPGN SW2580B 1347 -$ 58.77$ 79,163.19$
SW2581B SPGN SW2581B 207 -$ 58.77$ 12,165.39$
TR082 BLK 390010 MENS POLYESTER TROUSERS 70 -$ 44.90$ 3,143.00$
TR083 BLK 3900W LADIES POLYESTER TROUSERS 83 -$ 44.90$ 3,726.70$
TR650 NAVY 47400 MENS P/C TWILL TROUSERS W/FLEX WAISTBAND 24 -$ 56.04$ 1,344.96$
TR651 NAVY 47400W POLY COTTON TWILL WOMENS TROUSERS W/FL 28 -$ 56.04$ 1,569.12$
TU207 SPGN 3706BK FL MENS POLY TROUSER W/1IN BLACK STRIPE & 2689 -$ 42.67$ 114,739.63$
TU574 SPGN 3706BKW FL WOMENS POLY TROUSER W/1IN BLK STRIPE / 1193 -$ 42.67$ 50,905.31$
SH119 WHT 176R78 LADIES S/S COMMAND SHIRT 511 -$ 48.36$ 24,711.96$
SH121 WHT 126R78Z L/S FEMALE COMMAND SHIRT W/ZIPPER 32 -$ 53.36$ 1,707.52$
GL683 WHITE SPECIAL "SURE GRIP" COTTON SNAP WRI 2 -$ 8.21$ 8.21$
TS684 WHT 2000 GILDAN ULTRA COTTON S/S T-SHIRT 298 -$ 5.15$ 1,534.70$
TS684 WHT 2000 GILDAN ULTRA COTTON S/S T-SHIRT 7 -$ 6.18$ 43.26$
TS684 WHT 2000 GILDAN ULTRA COTTON S/S T-SHIRT 1 -$ 9.27$ 9.27$
LH354 BW BROWARD CNTY G&G DOUBLE MAG CASE 176 -$ 31.03$ 5,461.03$
LH355 BW 204 -$ 23.77$ 4,849.08$
LH356 BW BROWARD CNTY G&G AEROSOL CASE 271 -$ 22.77$ 6,170.67$
LH357 BW BROWARD CNTY G&G KEEPERS 122 -$ 4.38$ 534.36$
LH607 BW BROWARD CNTY NEW G&G DUTY BELT 286 -$ 46.05$ 13,170.30$
LH608 BW BROWARD CNTY NEW G&G TROUSER BELT 544 -$ 26.66$ 14,503.04$
SW1672 BLK M425 HARRITON MENS PILBLOC V-NECK BUTTON CARD 1 -$ 42.92$ 42.92$
SW1672 BLK M425 HARRITON MENS PILBLOC V-NECK BUTTON CARD 1 -$ 46.00$ 46.00$
Broward Co Sheriff 9/27/2023
5416255
15
SW1672 BLK M425 HARRITON MENS PILBLOC V-NECK BUTTON CARD 1 -$ 47.54$ 47.54$
SW1672 BLK M425 HARRITON MENS PILBLOC V-NECK BUTTON CARD 1 -$ 49.08$ 49.08$
SW1672 BLK M425 HARRITON MENS PILBLOC V-NECK BUTTON CARD 1 -$ 50.62$ 50.62$
SW1672 BLK M425 HARRITON MENS PILBLOC V-NECK BUTTON CARD 1 -$ 52.15$ 52.15$
JA909 DKNV HS3426 SENTRY JACKET 29 -$ 98.39$ 2,853.31$
JA2773 BLK JC382 199 -$ 98.37$ 19,575.63$
JA2773 BLK JC382 61 -$ 97.37$ 5,939.57$
SR066 HVBK 402-HIVLM MOCEAN TECH S/S TWO TONE POLO 150 -$ 69.61$ 10,441.50$
TS1452 MLGN 6010 BROWARD CNTY SHF MENS S/S CREW W/BLK PC 150 -$ 25.46$ 3,819.00$
TS1452 MLGN 6010 BROWARD CNTY SHF MENS S/S CREW W/BLK PC 10 -$ 27.44$ 274.40$
TS1466 MLGN 6071 BROWARD CNTY SHF MENS L/S CREW W/BLK PC 66 -$ 30.07$ 1,984.62$
TS1466 MLGN 6071 BROWARD CNTY SHF MENS L/S CREW W/BLK PC 2 -$ 30.89$ 61.78$
ZG130 FGRN OHS147 JM02 OHS147 HOLLYWOOD BIKE SHORTS 107 -$ 66.44$ 7,109.08$
ZG130 FGRN OHS148 JM02 OHS147 HOLLYWOOD BIKE SHORTS 13 -$ 72.06$ 936.78$
ZG130 FGRN OHS149 JM02 OHS147 HOLLYWOOD BIKE SHORTS 5 -$ 75.00$ 375.00$
HW686B DKGN 161 -$ 10.75$ 1,730.75$
ST112 BLK K500LS PORT AUTHORITY SILK SPORT L/S SHIRT 217 -$ 33.41$ 7,249.97$
SG704 OLI F53463C330 PROPPER SUMMER WEIGHT LONG SLEEVE TACT 4 -$ 56.09$ 224.36$
SG705 OLI F53743C330 PROPPER SUMMER WEIGHT SHORT SLEEVE TACT 1 -$ 55.97$ 55.97$
SR788 SPR F531150314 LIGHTWEIGHT 65/35 POLY/COTTON RIPSTOP S/S 3 -$ 47.43$ 142.29$
SR822 OLV F531250330 LIGHTWEIGHT 65/35 P/C R/S L/S SHIRT 3 -$ 49.89$ 149.67$
TR159 OD F520138330 6 PCKT BATTLE RIP BDU TROUSERS 85 -$ 29.08$ 2,471.80$
TR699 BLK F526138 PROPPER BATTLE RIP BDU SHORT 65%POLY / 35% 1 -$ 21.99$ 21.99$
TT554 OLV F52583C33030 PROPPER SUMMER WEIGHT TACTICAL PANTS 21 -$ 43.80$ 919.80$
TT592 OLI F52643C45030 PROPPER SUMMER WEIGHT TACTICAL SHORT 53 -$ 35.50$ 1,881.50$
TU019 OLV F525250450 LIGHTWEIGHT TACTICAL TROUSERS 1134 -$ 36.43$ 41,311.62$
TU076 OD F5295545 WOMENS LIGHTWEIGHT TACTICAL TROUSERS 746 -$ 36.43$ 27,176.78$
TU218 OD F52535033030 PROPPER MENS TACTICAL SHORT 29 -$ 28.13$ 815.73$
HS695 LGR 551BSO BROWARD CO SHF HIVIS VEST W/BLK SHERIFF LO 173 -$ 28.84$ 4,989.32$
TS1410 OD 676300 BROWARD SHF MILITARY TEE W/PC025 FRNT/PC 125 -$ 23.69$ 2,961.25$
TS1450 OD 60118 BROWARD SHF L/S MILITARY TEE W/PC025 FRNT 93 -$ 25.76$ 2,395.68$
TS1450 OD 60118 BROWARD SHF L/S MILITARY TEE W/PC025 FRNT 14 -$ 26.47$ 370.58$
UA033 BLK 90156 POLY CROSSOVER TIE W/ COVERED SNAP 66 -$ 4.64$ 306.24$
UA494 BLK 90010 3IN POLYESTER CLIP ON TIE W/ BUTTONHOLE 145 -$ 3.79$ 548.93$
UA494 BLK 90051 3IN POLYESTER CLIP ON TIE W/ BUTTONHOLE 1 -$ 3.79$ 3.79$
UA494 BLK 90043 3IN POLYESTER CLIP ON TIE W/ BUTTONHOLE 43 -$ 3.93$ 168.93$
UA494 BLK 90063 3IN POLYESTER CLIP ON TIE W/ BUTTONHOLE 9 -$ 4.21$ 37.93$
SR816 BLK TLS608 PORT AUTHORITY L/S EASY CARE BUTTON DOWN 18 -$ 34.84$ 627.12$
SR817 BLK TLS608 Port Authority Ladies Long Sleeve Easy Care Shir 52 -$ 34.84$ 1,811.68$
TS1225 DPRD ST450 SPORT-TEK POSICHARGE COMPETITOR COTTON 37 -$ 17.29$ 639.73$
TS1225 DPRD ST450 SPORT-TEK POSICHARGE COMPETITOR COTTON 4 -$ 18.71$ 74.84$
TS1225 DPRD ST450 SPORT-TEK POSICHARGE COMPETITOR COTTON 1 -$ 21.57$ 21.57$
TS1225 DPRD ST450 SPORT-TEK POSICHARGE COMPETITOR COTTON 1 -$ 23.00$ 23.00$
TU445 NAV ST515 LONG CLASSIC MESH SHORT 198 -$ 11.33$ 2,243.34$
TU445 NAV ST515 LONG CLASSIC MESH SHORT 1 -$ 12.98$ 12.98$
TU445 NAV ST515 LONG CLASSIC MESH SHORT 1 -$ 16.32$ 16.32$
RW081 YEL Heavy Duty 3 Piece PVC Rain Suit 67 -$ 13.80$ 924.60$
JA167 BLK S318Z SPIEWAK PERFORMANCE SOFT JACKET W/ SIDE V 134 -$ 123.19$ 16,507.46$
JA167 BLK S318Z SPIEWAK PERFORMANCE SOFT JACKET W/ SIDE V 88 -$ 133.11$ 11,713.68$
JA2763 BLK SH3466 25 -$ 186.44$ 4,661.00$
ZA2738 YEL S1756V S1756V VIZGUARD RAINPANT 69 -$ 98.14$ 6,771.86$
RW560B YEL S577V 79 -$ 135.80$ 10,728.20$
ST912 MAR T475 RAGLAN POLO 50 -$ 30.13$ 1,506.50$
TS1252 RED ST450LS SPORT-TEK POSICHARGE COMPETITOR COTTON 18 -$ 18.71$ 336.78$
TS1252 RED ST450LS SPORT-TEK POSICHARGE COMPETITOR COTTON 4 -$ 20.14$ 80.56$
TS1252 RED ST450LS SPORT-TEK POSICHARGE COMPETITOR COTTON 1 -$ 23.00$ 23.00$
TS1252 RED ST450LS SPORT-TEK POSICHARGE COMPETITOR COTTON 1 -$ 24.43$ 24.43$
ST276 CHAR 4484 TRUE-SPEC 24-7 WOMENS PERFORMANCE LONG 1 -$ 51.63$ 51.63$
ST276 CHAR 4484 TRUE-SPEC 24-7 WOMENS PERFORMANCE LONG 2 -$ 51.63$ 103.26$
ST278 CHAR 4504 24-7 MENS PERFORMANCE L/S POLO 1 -$ 51.63$ 51.63$
ST278 CHAR 4504 24-7 MENS PERFORMANCE L/S POLO 1 -$ 51.63$ 51.63$
ST278 CHAR 4504 24-7 MENS PERFORMANCE L/S POLO 1 -$ 51.63$ 51.63$
HW3719 DKNV 89167 BEELINE BEANIE 3 -$ 12.16$ 36.47$
NP569 BLK 59551 5.11 TDU BELT 1.5IN PLASTIC BUCKLE 4 -$ 14.42$ 57.68$
TJ361 BLK 74461 5.11 FAST-TAC URBAN PANT 5 -$ 36.21$ 181.07$
TR1661 BLK 74512 5.11 ABR PRO PANT 4 -$ 47.27$ 189.09$
FT932 BLK L40921600 XA PRO GTX FORCES SHOE 3 -$ 157.55$ 472.65$
BB280 BLK 4918000 BACKPACK TRECK SLING 3 -$ 50.57$ 151.71$
BD292 12 S0132512 10 -$ 3.26$ 32.57$
BD292 50 S0132512 10 -$ 12.14$ 121.43$
BD292 100 S0132512 5 -$ 21.43$ 107.14$
LP880 PLN 6580 1 1/4IN GARRISON BELT - BLK 3 -$ 17.74$ 53.23$
LP880 PLN 6580 1 1/4IN GARRISON BELT - BLK 3 -$ 17.74$ 53.23$
RW093 LGR 10187 1870C SCREENPRINTED RAIN COAT W/REFECT TA 275 -$ 21.71$ 5,971.43$
ZT823 BLK 4022 ZIP FRNT CREW CARDIGAN SWEATER 5 -$ 52.71$ 263.55$
ZT823 BLK 4022 ZIP FRNT CREW CARDIGAN SWEATER 2 -$ 55.57$ 111.14$
ZT823 BLK 4022 ZIP FRNT CREW CARDIGAN SWEATER 2 -$ 57.00$ 114.00$
ZT823 BLK 4022 ZIP FRNT CREW CARDIGAN SWEATER 2 -$ 58.43$ 116.86$
ST437 BLK 4018 COBMEX V-NECK L/S CARDIGAN 5 -$ 64.99$ 324.95$
JA028 NAV 606 CONDOR PHANTOM SOFTSHELL JACKET 5 -$ 69.64$ 348.21$
JC483 OD 602 SUMMIT SOFTSHELLJACKET 3 -$ 79.93$ 239.79$
NY680 BLK 160 VENTURE PACK 3 -$ 68.50$ 205.50$
JA1158 LAPD 38800 5 -$ 195.60$ 978.00$
JA1165 LAPD 38833 BROWARD CNTY SHF (FIRE) WOMENS SINGLE BR 3 -$ 195.60$ 586.80$
SH018 LTB 35W54 MENS L/S DAC/COTTON SHIRT 24 -$ 45.10$ 1,082.40$
SH020 LTB 85R54 MENS FLYING CROSS SS UNIFORM SHIRT 5 -$ 40.30$ 201.50$
SH047 NAV 176R54 WOMEN'S S/S DAC/COT UNIFORM SHIRT 5 -$ 40.30$ 201.50$
SH048 NAV 126R54 WOMEN'S L/S POLY/COTTON SHIRT 5 -$ 45.10$ 225.50$
SH052 NAV 185R58 WOMEN P/C TWILL TACTICAL S/S SHIRT 5 -$ 54.79$ 273.95$
TR082 BLK 3900 MENS POLYESTER TROUSERS 10 -$ 44.90$ 449.00$
TR082 BLK 3900 5 -$ 44.90$ 224.50$
TR083 BLK 3900W LADIES POLYESTER TROUSERS 12 -$ 44.90$ 538.80$
KV043 BLK 831106 LEATHERMAN ST300 SUPER TOOL 3 -$ 82.14$ 246.43$
JC874 NAV 550MNV FD JACKET WITH LINER 26 -$ 74.66$ 1,941.16$
JC874 NAV 550MNV FD JACKET WITH LINER 5 -$ 83.36$ 416.80$
SH093 LTB P868 MENS PARAGON PLUS SS SHIRT 114 -$ 35.79$ 4,080.06$
16
SH095 LTB P878 MENS PARAGON PLUS LS POLY/COT SHIRT 78 -$ 40.71$ 3,175.38$
SH855 WHT 3310N TEX TROP2 MALE SS SHIRT 27 -$ 45.93$ 1,240.11$
SH874 WHT 310N TEX TROP2 MENS LS SHIRT 40 -$ 49.64$ 1,985.60$
SR750 WHT P801LC LADIES CHOICE LS PARAGON PLUS SHIRT 11 -$ 40.71$ 447.81$
SR751 WHT P811LC LADIES CHOICE SS PARAGON PLUS SHIRT 13 -$ 35.79$ 465.27$
FT1720 BLK J17763 MERRELL AGILITY PEAK TACTICAL 5 -$ 106.21$ 531.05$
HW3386 WHT GML40 BROWARD FIRE BELL CRWN WHITE CAP W/VELV 9 -$ 52.86$ 475.71$
HW3387 NAV 114 3 -$ 52.86$ 158.57$
BG1597 BLK 921554 EXTRACTOR SLING PACK 2.0 3 -$ 67.86$ 203.57$
EW1433 GRY OO9367 OAKLEY DROP POINT GLASSES (MATTE BLACK W 3 -$ 109.13$ 327.39$
EW296 GRY OO9144 OAKLEY SI HALF JACKET 2.0 XL -MATTE BLK SUNG 3 -$ 122.00$ 366.00$
EW383 LG 3 -$ 19.49$ 58.46$
GL1358 BLK FOS900168 SI LIGHTWEIGHT 2.0 GLOVE 4 -$ 25.71$ 102.86$
GL683 WHITE SPECIAL SURE GRIP COTTON SNAP WRIST 4 -$ 3.57$ 14.28$
FL1379 88082 PROTAC 2L X USB 18650 USB BATTERY USB CORD 3 -$ 67.09$ 201.26$
BG744 S692445 LAWPRO CAR SEAT ORGANIZER 3 -$ 21.29$ 63.86$
TS958 BLK TMUC01 TASC CREW NECK UNDERSHIRT 14 -$ 22.86$ 320.00$
FT2321 BLK 831-6833 ROCKY CODE BLUE 5" SPORT PUBLIC SERVICE BO 8 -$ 96.99$ 775.92$
TE989 BLK 215 ULTIMATE RIGGERS BELT 5 -$ 78.91$ 394.57$
HW1596 BLK 1318539 UA TAC STEALTH BEANIE 2.0 3 -$ 13.67$ 41.01$
SW2245 BLK 1343244 MENS BASE CREW 2.0 4 -$ 37.71$ 150.86$
TS862 BLK 1248196 UA TAC TECH L/S T-SHIRT 5 -$ 21.43$ 107.14$
JA2636 RGRN VTX8837 VERTX FIREBASE HOODIE 3 -$ 85.76$ 257.27$
UP3979 1 -$ 0.36$ 0.36$
1 -$ 1.00$ 1.00$
UP3987 1 -$ 0.35$ 0.35$
UP3988 1 -$ 0.57$ 0.57$
UP3989 1 -$ 1.00$ 1.00$
1 -$ 0.44$ 0.44$
UP3991 1 -$ 0.61$ 0.61$
UP4007 1 -$ 0.45$ 0.45$
UP4385 1 -$ 0.68$ 0.68$
UP4010 1 -$ 0.42$ 0.42$
UP4359 1 -$ 0.57$ 0.57$
1 -$ 1.00$ 1.00$
UP4360 1 -$ 1.10$ 1.10$
UP3981 1 -$ 1.05$ 1.05$
1 -$ 1.00$ 1.00$
UP3993 1 -$ 2.09$ 2.09$
UP3998 1 -$ 1.23$ 1.23$
UP4008 1 -$ 0.51$ 0.51$
1 -$ 1.00$ 1.00$
UP3994 1 -$ 0.72$ -$
UP155 1 -$ 1.30$ 1.30$
UX743N 1 -$ 5.83$ 5.83$
UX819N 1 -$ 5.83$ 5.83$
1 -$ 1.23$ 1.23$
CB334 GP C521S C521S MULTI STAR RANK INSIGNIA 1 -$ 29.51$ 29.51$
ZY873 518S 3 GP C518S 1 -$ 23.76$ 23.76$
ZY871 519S 3 GP C519S 1 -$ 23.76$ 23.76$
ZA1733 C530 GP CB C530 1 -$ 14.59$ 14.59$
ZY943 C532 GLD C532 3 -$ 14.59$ 43.76$
ZY981 C522 RHD C522 1 -$ 13.57$ 13.57$
ZY982 C523 RH C523 2 -$ 13.57$ 27.14$
ZY981 C522 GLD C522 1 -$ 13.57$ 13.57$
ZY982 C523 GLD C523 1 -$ 13.57$ 13.57$
ZA2769 GP C536 C536 CAPTAIN BARS SM28 PAIR 19 -$ 13.91$ 264.37$
ZA2999 C540 GLD C540 1 -$ 13.91$ 13.91$
CB275 GP C538 C538 1IN LIEUTENANT BAR - PAIR 20 -$ 13.91$ 278.29$
ZA2164 C534 GP C534 59 -$ 13.91$ 820.94$
CB074 GP C501S 3/8IN 3 LETTER CUSTOM COLLAR BRASS-PAIR 3 -$ 23.57$ 70.71$
BC239 GP A7097 A7097-CI MOTOR WINGS COLLAR INSIGNIA W/C 32 -$ 11.64$ 372.57$
HW426B BLK 89260 48 -$ 13.52$ 648.96$
FT1775 BLK 12392 5.11 ATAC 2.0 8IN STORM SZ 3 -$ 111.39$ 334.17$
HW401 OD 89250 TACTICAL FLEECE WATCH CAP W/5.11 LOGO ON 2 -$ 12.25$ 24.50$
UE247 112 -$ 3.57$ 399.84$
BA009 BLK BW 52633 103 -$ 53.43$ 5,503.14$
FW668 BLK 22141 BATES HIGH GLOSS DUTY OXFORDS 10 -$ 61.43$ 614.29$
FL314 BP522 RECHARGEABLE BATTERY STICK SL20X/MAGCHA 6 -$ 30.29$ 181.71$
GL807 BLK 7059107 GA STRATEDURE SGEL FINGERLESS BIKE GLOVE 29 -$ 25.00$ 725.00$
BW452 GP S108-BCSO GP BROWARD COUNTY SHERIFF'S OFC HAT BADGE 2 -$ 66.16$ 132.31$
RS299 WHT MS24D-250-6-W COBRA CUFFS DOUBLE LOCKING DISPOSABLE CU 7 -$ 18.50$ 129.50$
ZL679 BW S110 DO19 S110 SHOULDER STRAP BLACK 2 -$ 55.71$ 111.43$
ZL680 BW S507 DO19 S507 DEE RING KEEPER BLACK 80 -$ 10.39$ 830.86$
LP677 BW 8521SV DOUBLE MAG HOLDER 1 -$ 25.00$ 25.00$
LP682 BW 3421 GLOVE CASE 149 -$ 18.57$ 2,767.14$
NP352 BW 1159799 ACCUMOLD ELITE DOUBLE MAG POUCH 13 -$ 37.33$ 485.27$
NP1189 BLK 31IB03BK HIGH SPEED INTEGRATED INNER BELT 14 -$ 27.43$ 384.00$
NP1594 OD 31DBC3OD COP LOCK DUTY BELT 14 -$ 33.43$ 468.00$
TB040 OD 11MAC0OD HSG MULTI ACCESS COMM TACO MOLLE POUCH 2 -$ 49.71$ 99.43$
TB041 OD 11PT02OD HSG DOUBLE PISTOL TACO 5 -$ 47.14$ 235.71$
TB258 OD 11PC00OD LEO TACO MOLLE 4 -$ 54.00$ 216.00$
TE1788 OD 13MA10OD MULTI-ACCESS COMM TACO - BELT MOUNT 6 -$ 49.71$ 298.29$
TE1795 OD 41EX00OD DUTY EXTENDED PISTOL TACO HOLDER 8 -$ 38.57$ 308.57$
TE1918 OD 41PT02OD HIGH SPEED GEAR HSGI: DUTY DOUBLE PISTOL T 12 -$ 50.57$ 606.86$
TE2154 OD 41D000OD SINGLE TACO DUTY HANDCUFF POUCH 10 -$ 41.14$ 411.43$
TP1123 OD 12PG00OD HSG POGEY GP MOLLE POUCH BLACK 3 -$ 38.57$ 115.71$
TP563 OD 13EX10OD EXTENDED PISTOL TACO - BELT MOUNT 6 -$ 32.57$ 195.43$
TP573 OD 13TA10OD HSGI: RIFLE TACO ADAPTABLE BELT MOUNT (AB 6 -$ 36.86$ 221.14$
NT030 GLD PLSH CB 0MBG12CS 12 -$ 2.39$ 28.63$
GV093 BKBK MFL-55 MECHANIX WEAR M-PACT FINGERLESS COVERT 2 -$ 22.80$ 45.60$
SP849 BLK J15845 MOAB 2 8 IN TACTICAL WATERPROOF BOOT 16 -$ 120.94$ 1,935.04$
SP909 BLK J15861 MOAB 2 TACTICAL BOOT 11 -$ 80.34$ 883.74$
EW565 GRY OO9253 OAKLEY SI BALLISTC DET CORD MATTE BLACK W/ 31 -$ 128.61$ 3,987.04$
LH460 180 PAIR OF BREAK AWAY CLIPS 1 -$ 15.00$ 15.00$
NY037 BLK f56037525028 PROPPER TACTICAL NYLN BELT 306 -$ 7.24$ 2,216.31$
17
ZL653 OD F5501553307 100% COTTON BOONIE HAT 1 -$ 8.49$ 8.49$
HD406B NAV 36 -$ 17.49$ 629.64$
FW827 BLK 6173 ROCKY ALPHAFORCE ZIPPER COMPOSITE TOE DU 2 -$ 108.94$ 217.89$
TE210 GSMKPC GALLS GAS MASK POUCH 60 -$ 29.71$ 1,782.60$
LP081 CL 90-9B Safariland Standard Cuff Case with Snap 4 -$ 35.36$ 141.43$
LP127 CL 77-83-9B SAFARILAND #77 DOUBLE MAGAZINE HOLDER 39 -$ 43.57$ 1,699.29$
LP133 CL 87-36-9B SAFARILAND 4 ROW STITCH SAM BROWNE BELT 39 -$ 70.36$ 2,743.93$
ZA2026 BLK 50145 50145 VELCRO BIB SCARF 1 -$ 4.71$ 4.71$
RS021 350103 SMITH WESSON NICKEL CUFFS NO ENGRAVING 129 -$ 22.14$ 2,856.43$
RS024 350121 SMITH WESSON NICKLE LEG IRONS NO ENGRAVI 58 -$ 38.57$ 2,237.14$
HW608 FGRN S-40DB S-40DB DBL BRIM STRAW CAMPAIGN STYLE HAT 1 -$ 91.00$ 91.00$
FL051 CSP690 IEC TYPE A AC PLUG (100V/120V)57 -$ 22.80$ 1,299.60$
FL439 74175 STRION REPLACEMENT BATTERY 34 -$ 29.04$ 987.46$
FL858 54910 STRION LED FLASHLIGHT 192 -$ 127.26$ 24,433.37$
FL958 SF6-BC Lithium Batteries 25 -$ 19.86$ 496.43$
NP924 BLK BW 74194 196 -$ 15.71$ 3,080.00$
BG2263 IBK VTX5010 VERTX COMMUTER 2 -$ 185.71$ 371.42$
HW261 HW261 2 -$ 8.96$ 17.92$
HW263 HW263 CAMPAIGN STYLE RAIN COVER 4 -$ 6.07$ 24.29$
TE824 BKWH 1 -$ 34.07$ 34.07$
UN408 HTI01 CAMPAIGN HAT TRAP CASE 1 -$ 77.14$ 77.14$
LP157 BKBW G4157 GALLS 1 3/4IN GARRISON BELT 1 -$ 16.84$ 16.84$
LP604 CL H99 SHOULDER STRAP 36 -$ 42.44$ 1,527.84$
BC1657 RH S528 BROWARD SHERIFF CUSTOM S528 BADGE 15 -$ 50.71$ 760.65$
BC1657 GP S528 BROWARD SHERIFF CUSTOM S528 BADGE 51 -$ 50.71$ 2,586.21$
NT1094 GP C559 C559 NAMEPLATE 2.5INX 0.625IN 79 -$ 22.40$ 1,769.60$
UA017 SIL / UA018 S 103 -$ 3.27/2.90
SD226 52h2010 SABRE RED MKIII WATER BASE STREAM 340 -$ 11.31$ 3,846.86$
SD340 52h2010F SABRE RED MK-3 FOAM 174 -$ 11.49$ 1,998.51$
CT619 BROWARD COUNTY APPLY NAMESTRIP 381 -$ 3.18$ 1,211.58$
CT620 BROWARD COUNTY REMOVE HASHMARKS/APPL 115 -$ 4.24$ 487.60$
CT621 BROWARD COUNTY REMOVE EMBLEM/APPLY N 44 -$ 5.30$ 233.20$
CT622 BROWARD COUNTY REMOVE NAMESTRIP/APPLY 118 -$ 5.30$ 625.40$
CT623 1 -$ 8.49$ 8.49$
CT624 BROWARD COUNTY RE-HEM TROUSERS 62 -$ 8.49$ 526.38$
CT625 BROWARD COUNTY EMBROIDER ONE LINE ONTO 131 -$ 3.61$ 472.91$
-$ 0.00$ -$
-$ 3.21$ -$
-$ 4.67$ -$
-$ 6.60$ -$
CT626 and HEM01 -$ -$ -$
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-$ -$ -$
-$ -$ -$
-$ -$ -$
-$ -$ -$
-$ -$ -$
-$ -$ -$
-$ -$ -$
-$ -$ -$
-$ -$ -$
-$ -$ -$
-$ -$ -$
Subtotal:1,055,674.23$
Shipping:-$
Est. Tax:
Total:1,055,674.23$
Quote is valid for 90 days
Galls is required to collect sales tax on shipments to certain states. Sales tax will be added where applicable. For tax exempt customers, state laws require us to have signed tax exemption
or resale certificates on file at our office. If you are tax exempt, please email or fax this information, (including your Galls account number) to Tax@galls.com or fax 859-268-5946.
Export Restrictions - This may contain commodities restricted in the United States International Trade Regulations.
1340 Russell Cave Rd
Lexington, KY 40505
Tel: 800-876-4242 Fax:877-914-2557
19
Page 1 of 37
AGREEMENT
BY AND BETWEEN
BROWARD COUNTY SHERIFF’S OFFICE
AND
GALLS, LLC
THIS AGREEMENT is made and entered into this ____ day of August, 2023 by
and between Gregory Tony, as Sheriff of Broward County, Florida located at 2601 West
Broward Blvd., Fort Lauderdale, Florida 33312 (hereinafter referred to as "SHERIFF")
and GALLS, LLC, a Foreign Limited Liability Company eligible to conduct business in
the State of Florida, with a principal place of business at: 1340 Russell Cave Road,
Lexington, Kentucky 40505 (hereinafter referred to as "CONTRACTOR").
WHEREAS, the SHERIFF issued a solicitation for RLI# 23013AG (hereinafter
referred to as “[RLI”) marked as Exhibit A and attached hereto and incorporated herein
by reference;
WHEREAS, the CONTRACTOR submitted a proposal to RLI marked as Exhibit
B and attached hereto and incorporated herein by reference;
WHEREAS, the SHERIFF selected CONTRACTOR to perform the services
under the RLI;
THEREFORE, in consideration of the mutual terms and conditions contained
herein, the parties agree as follows:
ARTICLE I
DEFINITIONS AND IDENTIFICATIONS
1.1 Agreement - means this document including the exhibits, schedules and
attachments attached hereto and those documents that are set forth in this Agreement
as being expressly incorporated herein by reference.
1.2 SHERIFF – means the Broward Sheriff’s Office.
1.3 BSO Contract Administrator - The designee of SHERIFF whose primary
responsibility is to coordinate and communicate with CONTRACTOR and to manage
and supervise performance and completion of this Agreement in accordance with the
terms and conditions set forth herein. In the administration of this Agreement, as
contrasted with matters of policy, all parties may rely on the instructions or
determinations made by the Contract Administrator.
1.4 CONTRACTOR – means GALLS, LLC and its successors and assigns.
1.5 Deliverable(s) - means all products, goods, work and services to be
provided and/or performed by CONTRACTOR pursuant to this Agreement.
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1.6 Merchandise – means those goods represented on Exhibit A and Exhibit B
along with any other goods that are ordered by SHERIFF from CONTRACTOR.
1.7 Website – means the unique partner “turnkey” ordering website that will
be for the sole use of SHERIFF and its personnel in connection with this Agreement.
1.8 Worksite – means that location at the central supply building located at
2601 West Broward Blvd., Fort Lauderdale, Florida 33312 which is more fully described
as Exhibit C hereto.
ARTICLE II
SCOPE OF SERVICES
CONTRACTOR is hereby retained to provide to SHERIFF the services under the terms
and conditions set forth in this in the following:
(a) This document; and
(b) The SHERIFF RLI# 23013AG On-line Web-Based Uniform Ordering System and
On-Site Facility for Broward Sheriff’s Office (RLI) which is attached hereto and
marked as Exhibit A.
(c) CONTRACTOR’s proposal to SHERIFF, incorporated herein, as Exhibit B.
ARTICLE III
MANNER OF PERFORMANCE
3.1 CONTRACTOR shall perform all services to the utmost professional
standards.
3.2 CONTRACTOR agrees to perform, at all times faithfully, industriously, and
to the best of its ability, experience, and talent, all of the duties that may be required of
and from it pursuant to the express and implicit terms of this Agreement.
3.3 CONTRACTOR represents that all persons delivering the services
required by this Agreement have the knowledge and skills, either by training,
experience, education, or a combination thereof, to adequately and competently
perform the duties, obligations, and services set forth herein, and to provide and
perform such services to SHERIFF’s satisfaction for the agreed compensation. The
quality of CONTRACTOR’s Deliverables provided to or on behalf of SHERIFF shall be
comparable to the best local and national standards.
3.4 CONTRACTOR will provide a drug-free workplace program in accordance
with the Drug Free Workplace certification attached as Exhibit F and incorporated
herein.
3.5 Time is of the essence in CONTRACTOR’S performance of this
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Agreement.
3.6 At the request of the BSO’s Contract Administrator, CONTRACTOR will
attend any meetings regarding the development of the website and/or preparation and
staffing and operations of the work site. CONTRACTOR will ensure that the proper
personnel are in attendance based upon the agenda for such meetings.
ARTICLE IV
CONFLICT OF INTEREST
CONTRACTOR assures SHERIFF that to the best of its knowledge, the signing of this
Agreement does not create any conflict of interest between itself, its associates, any
principal of its firm or any member or employee of SHERIFF.
ARTICLE V
TERM
5.1 This Agreement and CONTRACTOR’S performance shall commence on
August 17, 2023 and remain in full force and effect for a period of three (3) years
through August 16, 2026.
5.2 SHERIFF, at its sole discretion, may elect to renew this Agreement for
additional one (1) year renewal options up to five (5) times with written notice to the
CONTRACTOR.
ARTICLE VI
INVENTORY LEVELS
CONTRACTOR acknowledges that SHERIFF is entering this Agreement upon the
representations that CONTRACTOR will keep a fully stocked inventory of Merchandise
exclusively available for SHERIFF’s ordering needs, and that CONTRACTOR shall
keep working inventory levels located at the Worksite. At no time will inventory levels
fall below those levels mutually agreed upon by SHERIFF and CONTRACTOR, and a
sample of each item must be available at the Worksite for fitting and sizing purposes.
Notwithstanding the forgoing, at no times will inventory levels fall below a level that
would negatively impair SHERIFF’s ongoing business operations that require timely
delivery of ordered uniforms for its workforce. SHERIFF shall have the right, but not
the obligation, to inspect inventories at any location to confirm CONTRACTOR’S
performance under this Article. Reasonable costs and expenses, including traveling
expenses to and from inventory locations outside of Broward County Florida, for two
SHERIFF representatives annually shall be burdened by CONTRACTOR.
CONTRACTOR agrees to inform SHERIFF promptly if it cannot fulfill an order within
seven (7) calendar days of order placement.
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ARTICLE VII
CONSIDERATION
7.1 SHERIFF agrees to purchase the Merchandise as needed, and in
quantities as determined by SHERIFF, at the prices reflected in Exhibit D hereto.
7.2 CONTRACTOR will provide an itemized invoice to SHERIFF for all
charges and products sold on a monthly basis based on the rates reflected on Exhibit D
hereto. If an item is ordered by SHERIFF and/or SHERIFF employees and is not
reflected on Exhibit D then the agreed upon price shall be that which is the lowest price
charged for that particular item by CONTRACTOR to any other governmental entity.
7.2.1 Invoices must be detailed with the following information on a weekly
basis:
1. Employee name and CCN;
2. Number of items picked-up by employee;
3. Item description and quantity picked -up; and
4. Date item was picked-up.
7.2.2 Invoice bulling for shipped items should be billed as soon as
shipment is made and received by SHERIFF no later than five (5) business days
after shipment.
7.2.3 Invoices for Bulk Orders generated by Central Supply, the invoice
must include detailed itemization complete with description and quantities
ordered.
7.2.4 CONTRACTOR shall submit an original invoice plus one (1) copy
to the SHERIFF’s Finance Department identifying the Deliverable(s) and
Merchandise ordered and received by SHERIFF and any other information
requested by the SHERIFF’s Finance Department with payment due by
SHERIFF within thirty (30) days of receipt of a properly submitted invoice. A
properly submitted invoice is one where SHERIFF does not have any objections.
SHERIFF shall have the right to provide written objections to an invoice within
ten (10) calendar days of SHERIFF’s receipt of such invoice. If no objection is
made within such ten (10) calendar day period, payment shall be made within
thirty (30) calendar days thereafter.
7.3 The prices quoted in Exhibit D hereto may not be increased for the initial
term of the Agreement . Thereafter, CONTRACTOR may increase prices by providing
SHERIFF with a replacement Exhibit D in its entirety with the any new price increases
ninety (90) days prior to the end of any term. Failure to provide such a substituted
Exhibit D within this time period shall result in the CONTRACTOR keeping the then
current prices reflected on the current Exhibit D to this Agreement for the entire next
year term. CONTRACTOR increases in charges for Merchandise are limited to any
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increased costs from its suppliers, provided that charges shall not be increased beyond
yearly CPI increases or five percent (5%) per year, whichever is lower.
7.3.1 Discount Off List Price or Catalogue: Pricing shall include freight
costs, be F.O.B. destination and be in U.S. dollars. Discounts shall be based on
published pricing from the manufacturer’s catalogue or manufacturer’s webpage.
Discounts shall be fixed during the entire duration of the contract.
7.5 Notwithstanding the forgoing, during the term of this contract, prices for the
Merchandise, goods and services required under this contract and offered to SHERIFF
must be the equal to or lower than those offered the most favorab le customer of
CONTRACTOR for similar quantities under comparable terms and conditions. When
requested by the SHERIFF’s contracting officer or representative, the CONTRACTOR
must show that the prices offered to SHERIFF match or are less than those offered the
CONTRACTOR’S most favored customers for those quantities under those terms and
conditions, and such pricing data must be available for re view by SHERIFF throughout
the term of the contract. Any price reductions offered to other CONTRACTOR’s
customers must be offered to the SHERIFF if similar item quantities are involved
7.6 There shall be no minimum or maximum order of Merchandise by
SHERIFF contemplated under this Agreement by the parties. SHERIFF may order
Merchandise from other third parties at its sole election if:
(a) CONTRACTOR cannot deliver the Merchandise within seven (7) calendar days
from the SHERIFF or SHERIFF employee order placement date, in which case
SHERIFF and/or the SHERIFF employee has the right to cancel the order placed
with CONTRACTOR with e-mail notice to CONTRACTOR prior to SHERIFF
receiving the Merchandise;
(b) CONTRACTOR does not supply speciality items required by SHERIFF;
(c) Any item that is not a standard apparel cloth or fabric item worn as outer clothing
by SHERIFF employees (ie. Utility belts, collar brass, any equipment item,
gloves, etc..); or
(d) Any items not reflected on Exhibit D or items that are not required standard
issued uniforms by SHERIFF or goods that are for personal use by SHERIFF
employees or not designated as “core” items.
Notwithstanding the foregoing, SHERIFF may, at its discretion at any time, order goods
and items from any third-party vendor when it deems it to be in the best interests of
SHERIFF.
ARTICLE VIII
EXPENSES & SHIPMENT OF GOODS
8.1 Except as otherwise provided herein, CONTRACTOR shall be fully and
solely responsible for any and all expenses incurred by CONTRACTOR in the
performance of this Agreement, including, but not limited to, costs of supplies, travel
expenses, telecommunication charges, fees, licenses, bonds, taxes and all other costs
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of doing business. CONTRACTOR shall not, in any manner, incur indebtedness on
behalf of SHERIFF. All costs for shipping the Merchandise to the Worksite and/or the
Broward County Division Sub-Stations Locations (or returns of Merchandise back to
CONTRACTOR) shall be burdened by CONTRACTOR. All costs for Merchandise
returns brought by SHERIFF to the Worksite shall be burdened by CONTRACTOR,
provided that such returns are only of items that have not been modified (i.e. no
hemming, embroidery, patches, or other embellishments) or have been incorrectly
modified by CONTRACTOR.
8.2 Risk of Loss of Merchandise being shipped to Worksite and/or SHERIFF
by CONTRACTOR, shall be exclusively borne by CONTRACTOR until actually received
at the Worksite and/or BSO Broward County Division Sub-Station.
8.3 All items reflected on Exhibit D that do not require embellishments
(hemming, embroidery, patches) will be delivered according to the following delivery
timelines:
(a) Next day shipments will be made the same day if order is received by 2:00
p.m. EST;
(b) Ground shipments will be made same day if order is received by 3:00 p.m.
EST; and
(c) Items requiring any additional embellishments will require 3-5 business days
to process the embellishment(s) prior to shipment;
ARTICLE IX
CUSTOMER SUPPORT
CONTRACTOR shall develop a standard operating manual to be approved by
SHERIFF in writing at its discretion. CONTRACTOR shall provide training for SHERIFF
personnel at the Employee’s location or as otherwise requested by SHERIFF. The
manual must include sections defining individual ordering procedures, account tracking
procedures, inventory control procedures, daily management, inspection procedures,
alteration procedures, other requirements requested by SHERIFF, etc. The manual is
attached hereto and incorporated herein by reference as Exhibit H. An electronic
version of the manual is also posted on SHERIFF’s Informant.
ARTICLE X
ALTERATIONS AND MEASURING SERVICES
10.1 CONTRACTOR shall provide a seamstress/tailor during SHERIFF’s
normal business hours. CONTRACTOR’s Seamstress shall be available at the Worksite
during all operational hours, and on-site Monday–Friday from 8:00a.m. to 5:00p.m. or
such other times as requested in writing by SHERIFF. Should CONTRACTOR’s
normally assigned seamstress not be available to provide services to SHERIFF for
more than 3 consecutive business days, then CONTRACTOR shall provide a
seamstress to fill-in until the normally assigned seamstress returns.
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10.2 Minor alterations and repairs to a uniform item of clothing must be
completed within forty-eight (48) hours from the time, as reflected on a claim ticket, that
a SHERIFF’s employee leaves the uniform item at the designated facility for alteration
or repair. Minor alterations and repairs shall mean in -seam and out seam repairs and
alterations; repair of small rips and tears; button or zipper replacement; affixing stripes,
patches and braids; and trim replacement or other such repairs. All other repairs must
be available for pick-up at the designated area as determined by SHERIFF.
ARTICLE XI
INDEMNIFICATION
11.1 CONTRACTOR shall indemnify, hold harmless and defend SHERIFF, his
officers, employees, agents, servants, designees, attorneys, and legal representatives
against any third-party claims, demands, causes of action, lawsuits, liabilities, costs,
and expenditures of any kind, including attorneys’ fees, resulting, either directly or
indirectly, from the acts, actions, omissions, negligence, or willful misconduct of
CONTRACTOR or its staff related to this Agreement.
11.2 Nothing in this Agreement is intended nor shall it be construed or
interpreted to waive or modify SHERIFF’s immunities and limitations on liability provided
for in Florida Statutes Section 768.28 as now worded or as may hereafter be amended.
11.3 The above indemnification provisions shall survive the expiration or
termination of the Agreement.
ARTICLE XII
INSURANCE
12.1 Throughout the term of this Agreement and for all applicable statutes of
limitations periods, CONTRACTOR shall maintain in full force and effect the insurance
coverages set forth in this Article.
12.2 All insurance policies shall be issued by companies that (a) are authorized
to do business in the State of Florida, (b) have agents upon whom service of process
may be made in Broward County, Florida, and (c) have a Best’s rating of A-VI or better.
12.3 All insurance policies shall name and endorse the following as additional
insureds: The Broward County Sheriff’s Office, Broward County, and the Board of
Commissioners of Broward County and their officers, agents, employees and
commission members with a CG026 Additional Insured – Designated Person or
Organization endorsement, or similar endorsement to the liability policies.
12.4 All insurance policies shall be on an occurrence/aggregate basis and shall
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be endorsed to provide that (a) CONTRACTOR’s insurance is primary to any other
insurance available to the additional insureds with respect to claims covered under the
policy and (b) CONTRACTOR’s insurance applies separately to each insured against
whom claims are made or suit is brought and that the inclusion of more than one
insured shall not operate to increase the insurer’s limit of liability.
12.5 CONTRACTOR shall carry the following minimum types of insurance and
submit insurance information including aggregate limits:
(a) WORKERS’ COMPENSATION: CONTRACTOR shall carry Workers’
Compensation insurance with the statutory limits, which shall include
Employers’ Liability insurance with a limit of not less than $500,000 for each
disease, and $500,000 for aggregate disease. Polici(es) must be endorsed
with waiver of subrogation against SHERIFF and Broward County.
(b) COMMERCIAL GENERAL LIABILITY INSURANCE: CONTRACTOR shall
carry Commercial General Liability Insurance with limits of not less than Two
Million Dollars ($2,000,000) per occurrence, Four Million Dollars ($4,000,000)
aggregate for bodily injury and property damage. The insurance policy must
include coverage that is not more restrictive than the latest edition of the
Commercial General Liability Policy, without restrictive endorsements, as filed
by the Insurance Services Offices, and the policy must include coverage s for
premises and/or operations, independent contractors, products and/or
completed operations for contracts, contractual liability, broad form
contractual coverage, broad form property damage, products, completed
operations, personal injury and cross liability. Personal injury coverage shall
include coverage that has the Employee and Contractual Exclusions
removed.
(c) BUSINESS AUTOMOBILE LIABILITY INSURANCE: CONTRACTOR shall
carry Business Automobile Liability insurance with minimum limits of One
Million Dollars ($1,000,000) per occurrence, combined single limit Bodily
Injury Liability and Property Damage. The policy must be no more restrictive
than the latest edition of the Business Automobile Liability policy without
restrictive endorsements, as filed by the Insurance Services Office, and must
include owned vehicles and hired and non-owned vehicles.
(d) UMBRELLA OR EXCESS LIABILITY INSURANCE: CONTRACTOR may
satisfy the minimum liability limits required above under an Umbrella or
Excess Liability policy. There is no minimum Per Occurrence limit of liability
under the Umbrella or Excess Liability; however, the Annual Aggregate lim it
shall not be less than the highest “Each Occurrence” limit for any of the
policies noted above.
(e) TECHNOLOGY ERRORS AND OMISSIONS INSURANCE: CONTRACTOR
shall carry professional liability insurance coverage with limits of not less than
Two Million Dollars ($2,000,000.00) for each claim, and Five Million Dollars
($5,000,000) in the Aggregate that provides coverage for: Liability for security
or privacy breaches, malware attacks (including ransomware) loss or
unauthorized access to the SHERIFF’S data; Costs associated with a privacy
breach, including consumer notification, customer support and crisis
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management, and costs of providing credit monitoring services; Expenses
related to regulatory compliance, government investigations, fines, fees
assessments and penalties; costs of restoring, updating or replacing data;
privacy liability losses connected to network security, privacy, and media
liability; “Insured versus insured” exclusion prohibited.
(f) PERSONAL PROPERTY INSURANCE: Vendor shall maintain insurance on
all of Vendor’s personal property including all equipment, trade fixtures,
inventory, fixtures, and personal property located on or on BSO’s premises for
perils covered by the causes of loss - special form (all risk) and in addition,
coverage for flood, wind, earthquake, terrorism and boiler and machinery (if
applicable). Such insurance shall be written on a replacement cost basis in an
amount equal to one hundred percent (100 %) of the full replacement value of
the aggregate of the foregoing.
12.6 CONTRACTOR shall provide SHERIFF’s Director of Risk Management and
SHERIFF’s Contract/Lease Manager with a copy of the Certificate of Insurance or
endorsements evidencing the types of insurance and coverages required by this Article
prior to beginning the performance of work under this Agreement, and, at any time
thereafter, upon request by SHERIFF. Said policies shall specifically name SHERIFF,
Broward County and the Broward County Board of County Commissioners as additional
insureds and the certificates of insurance shall evidence the same on their face.
12.7 The certificate of insurance evidencing the types of insurance and
coverages required by this Article will be provided to SHERIFF prior to CONTRACTOR
being allowed access to the site and commencing services under this agreement.
12.8 CONTRACTOR’s insurance policies shall be endorsed to provide SHERIFF
with at least sixty (60) days prior written notice of cancellation, non -renewal, restrictions,
or reduction in coverages or limits. Notice shall be sent to:
Broward Sheriff's Office Broward Sheriff's Office
Contracts Manager AND Director, Risk Management
2601 W. Broward Blvd. 2601 W. Broward Blvd.
Ft. Lauderdale, FL 33312 Ft. Lauderdale, FL 33312
12.9 If CONTRACTOR’s insurance policy is a claims made policy, then
CONTRACTOR shall maintain such insurance coverage for a period of five (5) years
after the expiration or termination of the Agreement or any extensions or renewals of the
Agreement. Applicable coverages may be met by keeping the policies in force, or by
obtaining an extension of coverage commonly known as a reporting endorsement or tail
coverage.
12.10 If any of CONTRACTOR’s insurance policies includes a general aggregate
limit and provides that claims investigation or legal def ense costs are included in the
general aggregate limit, the general aggregate limit that is required shall be no more
than five (5) times the occurrence limits specified above in this Article.
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12.11 The provisions of this Article shall survive the expiration or termination of
this Agreement.
12.12 If any of the insurance policies required under this Article above lapse
during the term of this Agreement or any extension or ren ewal of the same,
CONTRACTOR shall not receive payment from SHERIFF until such time that SHERIFF
has received satisfactory evidence of reinstated coverage of the types and coverages
specified in this Article that is effective as of the lapse date. SHERIFF, in its sole
discretion, may terminate the Agreement immediately and no further payments shall be
due to CONTRACTOR.
ARTICLE XIII
TERMINATION
The Agreement may be terminated upon the following events:
13.1 Termination by Mutual Agreement. In the event the parties mutually
agree in writing, this Agreement may be terminated on the terms and dates stipulated
therein.
13.2 Termination Without Cause. SHERIFF shall have the right to terminate
this Agreement without cause by providing CONTRACTOR with thirty (30) calendar
day’s written notice via certified mail, return receipt requested or via hand delivery with
proof of delivery. If SHERIFF elects to terminate this agreement pursuant to this
provision, SHERIFF shall only pay that portion of any unpaid Merchandise that has
been ordered by SHERIFF and/or its employees prior to the termination date or that has
been modified (i.e. hemmed, embroidered, patched, or otherwise embellished
specifically for SHERIFF) in service of this Agreement. No additional consideration or
future consideration shall be due CONTRACTOR if such termination of the contract
occurs under this provision by SHERIFF.
13.3. Termination for Cause. In the event of a material breach, either party
may provide the other party with written notice of the material breach. The notice should
provide the other with such sufficient detail so it can readily understand the claim for
material breach. The other party shall have thirty (30) calendar d ays from the date of its
receipt of such notification to cure such material breach. If the material breach is not
cured within that time period, the non-breaching party may terminate this Agreement
immediately. Material breaches shall include but are not limited to, violations of
Governing Standards, local, state or federal laws, SHERIFF’s policies and procedures
concerning which CONTRACTOR was given prior written notice clearly labeled as
important or the terms and conditions of this Agreement.
13.4 Termination for Lack of Funds. In the event the funds to finance this
Agreement become unavailable or are not allocated by Broward County, Board of
County Commissioners, SHERIFF may provide CONTRACTOR with thirty (30) calendar
days written notice of termination. Nothing in this Agreement shall be deemed or
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construed to prevent the parties from negotiating a new Agreement in this event. If
termination occurs under this provision by SHERIFF, SHERIFF shall only pay that
portion of any unpaid Merchandise that has been ordered by SHERIFF and/or its
employees prior to the termination date or that has been modified (i.e. hemmed,
embroidered, patched, or otherwise embellished specifically for SHERIFF) in service of
this Agreement. No additional consideration or future consideration shall be due
CONTRACTOR if such termination of the contract occurs under this provision.
13.5 Immediate Termination by SHERIFF. SHERIFF, in SHERIFF’s sole
discretion, may terminate this Agreement immediately upon the occurrence of any of the
following events:
1. CONTRACTOR’s violation of the Public Records Act;
2. The insolvency, bankruptcy or receivership of CONTRACTOR;
3. CONTRACTOR’s violation or non-compliance with Nondiscrimination
Article of this Agreement;
4. CONTRACTOR fails to maintain insurance in accordance with the
Insurance Article of this Agreement; or
5. CONTRACTOR’s non-compliance with the E-verification provisions
provided herein.
If termination occurs under this provision by SHERIFF, then SHERIFF shall not be
responsible for paying any consideration or future consideration under this Agreement
to the CONTRACTOR. If termination occurs, SHERIFF may elect to purchase any, all
or a portion of the Merchandise in stock at the Worksite at the agreed upon rates in
Exhibit D.
13.6 Ownership of Data: All data on ord ers, shipments and payments shall
be the property of SHERIFF and transferred to SHERIFF upon termination of this
agreement, or upon request by SHERIFF, for any reason, in a format usable by
SHERIFF and that CONTRACTOR can reasonably provide. Notwithstanding the
foregoing, CONTRACTOR may keep an electronic copy of such data that is created
pursuant to CONTRACTOR’S standard electronic backup and archival procedures or to
comply with CONTRACTOR’S document retention policies or applicable laws, rules, or
regulations. This provision shall survive the termination of this agreement.
ARTICLE XIV
SUBCONTRACTORS
14.1 CONTRACTOR may not subcontract the performance of its obligations set
forth herein without the prior written approval of SHERIFF.
14.2 Prior to entering into any subcontract, CONTRACTOR will provide written
notice to SHERIFF identifying the name of the proposed subcontractor, the portion of
the work which the subcontractor is to do, the place of business of such subcontractor,
and such other information as may be required by SHERIFF.
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14.3 CONTRACTOR shall be fully responsible for all acts and omissions of its
subcontractors and of persons directly or indirectly employed by its subcontractors to
the same extent that CONTRACTOR is responsible fo r the acts and omissions of
persons directly employed by it. Nothing in this Agreement shall create any contractual
relationship between any subcontractor and SHERIFF or any obligation on the part of
SHERIFF to pay or to see the payment of any monies due any subcontractor.
14.4 The provisions of this Agreement will apply to any subcontractors and their
officers, agents and employees performing services pursuant to this Agreement as if it
and they were employees of CONTRACTOR; and CONTRACTOR will not be in any
manner thereby discharged from its obligations and liabilities hereunder but will be liable
hereunder for all acts and omissions of any subcontractor, its officers, agents, and
employees, as if they were employees of CONTRACTOR.
14.5 CONTRACTOR will obligate its subcontractors to the same terms and
conditions as set forth herein.
14.6 SHERIFF shall have the right to withdraw its consent of any subcontract if it
appears to SHERIFF that the subcontract will delay, prevent, or otherwise impair the
performance of CONTRACTOR's obligations under this Agreement. All subcontractors
are required to abide by the non-disclosure provisions set forth herein. CONTRACTOR
shall furnish to SHERIFF copies of all subcontracts. Notwithstanding, the foregoing
shall neither convey nor imply any obligation or liability on the part of SHERIFF to any
subcontractor hereunder.
ARTICLE XV
CIVIL RIGHTS REQUIREMENTS
15.1 CONTRACTOR shall comply with all applicable sections of the Americans
with Disabilities Act.
15.2 CONTRACTOR shall not discriminate on the basis of race, age, religion,
color, gender, national origin, sexual preference, marital status, physical or mental
disability or political affiliation.
15.3 CONTRACTOR agrees that compliance with this Article constitutes a
condition to this Agreement, and that it is b inding upon the CONTRACTOR, its
successors, transferees, and assignees. CONTRACTOR will ensure that all
subcontractors are not in violation of the terms of this Article.
ARTICLE XVI
CRIMINAL HISTORY
16.1 CONTRACTOR represents that its principal owners, partners, and corporate
officers do not have any past felony criminal convictions or any pending criminal
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charges. CONTRACTOR has disclosed all such convictions or pending criminal
charges to SHERIFF and further agrees to disclose any future convictions or pending
criminal charges.
16.2 SHERIFF reserves the right to approve or reject, for any reason,
CONTRACTOR’s Worksite staff assigned to this project at any time. CONTRACTOR’s
Worksite staff shall be subject to a criminal background check, as permitted by
applicable law, prior to providing services pursuant to this Agreement.
ARTICLE XVII
RECORDS
17.1 Pursuant to Florida law (including but specifically but not limited to Section
119.0701, Florida Statutes), CONTRACTOR must comply with all applicable public
records laws. Specifically, CONTRACTOR shall:
(a) Keep and maintain public records required by SHERIFF to perform the
services contracted for in this Agreement.
(b) Upon request from SHERIFF, SHERIFF’s designee or SHERIFF’S custodian
of public records, provide SHERIFF or designee with a copy of the requested
records or allow the records to be inspected or copied, at SHERIFF or
designee’s sole option, within a reasonable time at no cost to SHERIFF.
(c) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized
by law for the duration of the contract term and following completion of the
contract if the CONTRACTOR does not transfer the records to SHERIFF.
(d) Upon completion of the contract, transfer, at no cost, to SHERIFF all public
records in possession of CONTRACTOR or keep and maintain public records
required by SHERIFF to perform the services contracted for in this
Agreement, at SHERIFF’s sole option. If the CONTRACTOR transfers all
public records to SHERIFF upon completion of the contract, the
CONTRACTOR shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon completion of the
contract, the CONTRACTOR shall meet all applicable requirements for
retaining public records.
(e) All public records stored electronically by the CONTRACTOR pertaining to
the services contracted for in this Agreement must be provided to SHERIFF,
upon request from the SHERIFF, or SHERIFF’s designee or SHERIFF’S
custodian of records, designee, in a format that is compatible with the
information technology systems of SHERIFF.
In the event CONTRACTOR receives a public records request related to this Agreement
and the services provided hereunder, CONTRACTOR shall provide SHERIFF with
written notice of the request accompanied by a copy of such request at least five (5)
calendar days prior to the distribution of any of the requested records.
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IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT: ERIN FOLEY, RECORDS MANAGEMENT LIAISON
OFFICER, ADMINISTRATIVE SUPPORT BUREAU, BROWARD
SHERIFF’S OFFICE, 2601 WEST BROWARD BLVD., FORT
LAUDERDALE, FLORIDA 33312 (954) 831-8745 Erin_Foley@sheriff.org
OR THE OFFICE OF GENERAL COUNSEL, BROWARD SHERIFF’S
OFFICE AT (954) 831-8920.
17.2 SHERIFF shall have the right to audit the books, records, and accounts of
CONTRACTOR that are related to this Agreement. CONTRACTOR shall keep such
books, records, and accounts as may be necessary in order to record complete and
correct entries related to the Agreement. All books, records, and accounts of SHERIFF
shall be kept in written form, or in a form capable of conversion into written form within a
reasonable time and, upon request to do so, CONTRACTOR shall make same available
at no cost to SHERIFF in written form.
17.3 CONTRACTOR shall preserve and make available, at reasonable times
for examination and audit by SHERIFF, all financial records, supporting documents,
statistical records, and any other documents pertinent to this Agreement for the required
retention period of the Florida Public Records Act (Chapter 119 , Fla. Stat.), if applicable,
or, if the Florida Public Records Act is not applicable, for a minimum period of three (3)
years after termination of this Agreement. If any audit has been initiated and audit
findings have not been resolved at the end of the retention period or three (3) years,
whichever is longer, the books, records, and accounts shall be retained until resolution
of the audit findings. If the Florida Public Records Act is determined by SHERIFF to be
applicable to CONTRACTOR's records, CONTRACTOR shall comply with all
requirements thereof; however, no confidentiality o r non-disclosure requirement of
either federal or state law shall be violated by CONTRACTOR. Any incomplete or
incorrect entry in such books, records, and accounts shall be a basis for SHERIFF’S
disallowance and recovery of any payment upon such entry.
ARTICLE XVIII
NON-DISCLOSURE
18.1 Except upon prior written approval of SHERIFF or except as required by
law, including the Florida Public Records Act, if applicable, CONTRACTOR and its
subcontractors shall not furnish or disclose to any person or organizati on, (a) any
reports, studies, data, or other information provided by, or obtained from SHERIFF in
connection with the services performed under this Agreement, (b) any reports, studies,
recommendations, data or other information relating to, or made or deve loped by
CONTRACTOR or its subcontractors in the course of the performance of such Services
hereunder, or (c) the results of any such services performed, (d) any home addresses,
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images or phone numbers of any SHERIFF staff, employees, agents and/or contractors
that CONTRACTOR receives during the performance of this Agreement.
18.2 If either party is confronted with legal action or believes applicable law
requires it to disclose any portion of the other party's information protected hereunder,
that party shall promptly notify and assist the other (at the other party's expense) in
obtaining a protective order or other similar order, and shall thereafter disclose only the
minimum of the other party's Confidential Information that is required to be disclosed i n
order to comply with the legal action, whether or not a protective order or other order
has been obtained.
18.3 The parties acknowledge that a breach of the provisions of this Article XVIII
will result in immediate irreparable harm to the aggrieved party, and the aggrieved party
shall be entitled to immediate temporary, preliminary, and permanent injunctive or other
equitable relief.
18.4 Information shall not be considered to be Confidential Information if it: (i)
was independently developed by a party; (ii) becomes known to either party, without
restriction, from a third party; or (iii) is required by law to be disclosed, subject to
compliance with the procedure set forth below.
18.5 The provisions of this Article shall remain in full force and effect and
enforceable even after the expiration of this Agreement.
ARTICLE XIX
INDEPENDENT CONTRACTOR
19.1 Any of CONTRACTOR’s employees, subcontractors and any other
person(s) performing services pursuant to this Agreement (hereinafter referred to
collectively as “Staff”) shall be deemed as employed by CONTRACTOR, not SHERIFF.
19.2 Accordingly, SHERIFF shall not be responsible for or assume any liability
for any salaries, wages, or other compensation, contributions to pension funds,
insurance premiums, workers compensation funds, vacation, compensatory time, sick
leave benefits or any other amenities of employment to any of CONTRACTOR’s Staff.
19.3 CONTRACTOR shall have and maintain sole responsibility and control over
the rendition of services, training, standards of performance, discipline of personnel,
and other matters incident to the performance of its services, duties, and responsibilities
described and contemplated herein.
19.4 SHERIFF shall not be liable for, and CONTRACTOR agrees to indemnify
SHERIFF against any liability resulting from injury or illness, of any kind whatsoever, to
CONTRACTOR’s Staff during the performance of the services, duties, and
responsibilities contemplated herein.
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19.5 CONTRACTOR has the right to provide services to others or hold itself out
to the public as available to engage in agreements with others.
19.6 CONTRACTOR and its Staff shall at all times be an independent contractor
under this Agreement, rather than an employee, agent, or representative of SHERIFF,
and no act, action, or omission to act by CONTRACTOR or its Staff shall in any way
obligate or bind SHERIFF.
19.7 Nothing in this Agreement is intended nor shall be construed to create an
agency relationship, an employer/employee relationship, a joint venture relationship, or
any other relationship allowing SHERIFF to exercise control or direction over the
manner or method by which CONTRACTOR or its subcontractor perform hereunder.
SHERIFF shall neither have nor exercise any control or dire ction over the methods by
which the CONTRACTOR shall perform its work and functions other than as provided in
this Agreement. No party shall have the authority to bind the other or otherwise incur
liability on behalf of the other, unless otherwise agreed to in writing between
CONTRACTOR and SHERIFF.
19.8 CONTRACTOR will be responsible for having its Staff complete and submit
data forms required to obtain clearance prior to entering any of SHERIFF’s facilities.
Such forms shall be provided by SHERIFF.
19.9 CONTRACTOR agrees to abide by all of the security policies, procedures,
rules, and regulations promulgated by SHERIFF.
ARTICLE XX
CONTRACTOR’S STAFF
20.1 SHERIFF reserves the right to approve or reject, for any reason,
CONTRACTOR’s Staff providing services and e-services pursuant to this Agreement at
any time.
20.2 CONTRACTOR will maintain the continuity of the Staff assigned to provide
services pursuant to this Agreement throughout the term of this Agreement. All
CONTRACTOR Staff members who shall have access to the Worksite or deliver items
to/from Worksite shall be subject to a SHERIFF prescreening background check. Said
individuals will provide information and documents as requested by SHERIFF to submit
to such background checks. Failure to pass said background checks to the sole
satisfaction of SHERIFF, shall disqualify any CONTRACTOR Staff member from
providing services under this Agreement or accessing the Worksite. SHERIFF is under
no obligation to share or identify to CONTRACTOR or the subject individual any reason
for the failure of a background check unless required by applicable law.
20.3 In accordance with, §448.095, Florida Statutes, CONTRACTOR shall
register with and utilize the E-Verify System operated by the United States Department
of Homeland Security to verify the employment eligibility of all new employees hired
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during the term of the Agreement and shall expressly require any subcontractors
performing work or providing services pursuant to this Agreement to likewise utilize the
E-Verify System to verify the employment eligibility of all new employees hired by the
subcontractor during the term of this Agreement. If CONTRACTOR enters into a
contract with a subcontractor performing work or providing services on its behalf,
CONTRACTOR shall also require the subcontractor to provide an affidavit stating that
the subcontractor does not employ, contract with, or subcontract with an unauthorized
alien. Information on registration for and use of the E-Verify System can be obtained via
the internet at the Department of Homeland Security Web site: http://www.dhs.gov/E-
Verify.
CONTRACTOR shall, upon request, provide evidence of compliance with this provision
to SHERIFF. Failure to comply with this provision is a material breach of an
Agreement, and SHERIFF may choose to terminate the Agreement at its sole
discretion.
20.3 CONTRACTOR agrees that the services provided under this Agreement
shall be provided by Staff that are educated, trained, experienced, certified, and
licensed in all areas encompassed within their designated duties as required by
applicable law, rules and regulations. CONTRACTOR agrees to furnish SHERIFF with
any and all documentation, certifications, authorizations, licenses, permits, or
registrations currently required by applicable laws, rules or regulations. CONTRACTOR
further certifies that it and its Staff will keep all licenses, permits, registrations,
authorizations, or certifications required by applicable laws, rules or regulations in full
force and effect during the term of this Agreement. Failure of CONTRACTOR to comply
with this paragraph shall constitute a material breach of this Agreement.
20.4 At the request and discretion of SHERIFF, CONTRACTOR shall promptly
remove Staff providing services pursuant to this Agree ment.
20.5 CONTRACTOR agrees to defend, hold harmless and indemnify SHERIFF
and shall be liable and responsible for any and all claims, suits, actions, damages and
costs (including attorney's fees and court costs) made against SHERIFF, occurring on
account of, arising from or in connection with the removal and replacement of any Staff
performing services hereunder at the request of SHERIFF. Removal and replacement
of any Staff shall not require the termination and or demotion of such Staff.
20.6 CONTRACTOR agrees that CONTRACTOR will at all times employ,
maintain and assign to the performance of the work required hereunder a sufficient
number of competent and qualified professionals and other personnel to service the
needs of SHERIFF at the Worksite. The minimum number of CONTRACTOR personnel
shall be one (1) seamstress and one (1) on-site account liaison. Both shall each work a
minimum of forty (40) hours a week, to accommodate SHERIFF’s needs at the
Worksite, excluding SHERIFF designated holidays. CONTRACTOR Staff shall be neatly
groomed, with all tattoos covered, and wear a uniform that clearly designates
themselves as CONTRACTOR’S employees and may not wear or adorn any apparel or
markings or items related to SHERIFF or law enforcement, fire or rescue public safety.
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20.7 CONTRACTOR shall at all times cooperate with SHERIFF and coordinate
its respective work efforts to most effectively and efficiently progress the performance of
the work.
20.8 The Worksite is within a secured location and CONTRACTOR and its
employees and representatives shall follow all security procedures, rules and
regulations as to ingress/egress to and from the Worksite and its surrounding areas.
Access to the Worksite will be strictly limited to CONTRACTOR’S Staff that successfully
pass the background checks by SHERIFF.
ARTICLE XXI
PAYMENT OF TAXES
CONTRACTOR shall bear all responsibility for the payment of any federal, state or local
taxes and fees, if applicable, related to the business of CONTRACTOR and any
payments to CONTRACTOR’s Staff. It is understood by both parties that SHERIFF will
not, in any manner, be responsible for the aforementioned taxes or fees. It is further
understood and agreed that SHERIFF will not withhold any payroll taxes (i.e., federal
withholdings, FICA) from the payments to CONTRACTOR or its Staff.
ARTICLE XX
PUBLIC ENTITY CRIMES ACT, SCRUTINIZED VENDOR CERTIFICATION &
EVERIFY OBLIGATIONS
20.1 In accordance with the Public Entity Crimes Act (Section 287.133, Florida
Statutes), a person or affiliate, who has been placed on the convicted vendor list
maintained by the State of Florida Department of General Services following a
conviction for a public entity crime, may not submit a bid on a contract with the
SHERIFF, may not be awarded or perform work as a CONTRACTOR, supplier, or
subcontractors, under a contract with the SHERIFF, and may not conduct business with
the SHERIFF for a period of thirty six (36) months from the date of being placed on the
convicted vendor list. CONTRACTOR’S execution of this AGREEMENT acknowledges
CONTRACTOR’S representation that it has not been placed on the convicted vendor
list. Violation of this Article by CONTRACTOR shall result in termination of this
AGREEMENT and may cause CONTRACTOR debarment.
20.2 By signing this AGREEMENT, and the attached certification marked as
Exhibit F, CONTRACTOR certifies that it is not on the Scrutinized Companies that
Boycott Israel List, created pursuant to §215.4725, Florida Statutes, or engaged in a
boycott of Israel; and, for bids, proposals or contracts for goods or services of One
Million ($1,000,000.00) Dollars or more, that it is not on the Scrutinized Companies with
Activities in Sudan List or the Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria, per
§287.135, Florida Statutes. If SHERIFF determines, using credible information
available to the public, that CONTRACTOR has submitted a false certification,
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SHERIFF shall provide CONTRACTOR with written notice of its determination.
CONTRACTOR shall have ninety (90) days following receipt of the notice to respond in
writing and to demonstrate that the determination of fa lse certification was made in
error. If CONTRACTOR does not make such d emonstration within ninety (90) days after
receipt of the notice, SHERIFF shall bring a civil action against the CONTRACTOR. If a
civil action is brought and the court determines that the CONTRACTOR has submitted a
false certification, CONTRACTOR shall pay a civil penalty equal to the greater of Two
Million ($2,000,000.00) Dollars or twice the amount of the contract for which the false
certification was submitted, and all reasonable attorney fees and costs, including any
costs for investigations that led to the finding of false certification; and, CONTRACTOR
will be ineligible to bid on any contract with an agency or local governmental entity for
three (3) years after the date SHERIFF determined that CONTRACTOR submitted a
false certification, pursuant §287.135(5)(a) Florida Statutes.
20.3 In accordance with, §448.095, Florida Statutes, CONTRACTOR shall
register with and utilize the E-Verify System operated by the United States Department
of Homeland Security to verify the employment eligibility of all new employees hired
during the term of the Agreement and shall expre ssly require any subcontractors
performing work or providing services pursuant to this Agreement to likewise utilize the
E-Verify System to verify the employment eligibility of all new employees hired by the
subcontractor during the term of this Agreement. If CONTRACTOR enters into a
contract with a subcontractor performing work or providing services on its behalf,
CONTRACTOR shall also require the subcontractor to provide an affidavit stating tha t
the subcontractor does not employ, contract with, or subcontract with an unauthorized
alien. Information on registration for and use of the E-Verify System can be obtained via
the internet at the Department of Homeland Security Web site: http://www.dhs.gov/E-
Verify. Every Contractor shall, upon request, provide evidence of compliance with this
provision to the SHERIFF. Failure to comply with this provision is a material breach of
an Agreement, and the SHERIFF may choose to terminate the Agreement at its sole
discretion. CONTRACTOR may be liable for all costs associated with SHERIFF
securing the same services, inclusive, but not limited to, higher costs for the same
services and rebidding costs (if necessary).
ARTICLE XXII
ASSIGNMENT
This Agreement, or any interest herein, shall not be assigned, transferred or otherwise
encumbered by CONTRACTOR, under any circumstances, without t he prior written
consent of SHERIFF.
ARTICLE XXIII
WORKSITE PREMISES
SHERIFF and CONTRACTOR will mutually agree to su itable workspaces within the
structure known as the “Central Supply” building located at 2601 West Broward Blvd.
Fort Lauderdale, FL 33312 which is identified on Exhibit C hereto and will be “as-is,”
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provided that such workspaces are clean and safe environ ments in which to work.
Some of these workspaces may be shared use with SHERIFF and CONTRACTOR.
The agreed upon internal locations to be occupied or used by CONTRACTOR shall be
considered the “Worksite”. CONTRACTOR shall not conduct its business in a way to
damage the Worksite or overload its electrical capacity or create a fire/safety hazard.
CONTRACTOR will place its inventory inside the building’s structure as designated by
SHERIFF and this will be a shared space. CONTRACTOR burdens the risk of any type
of flood, leakage, fire, or other hazard that could befall the Worksite and/or designated
inventory locations and damage the CONTRACTOR’S Merchandise, goods, fixtures
and equipment. CONTRACTOR will add the Worksite and inventory designated area to
its insurance coverage to ensure against any form of premises liability, fire and/or flood
coverage. CONTRACTOR agrees that it will allow SHERIFF and any BROWARD
COUNTY representative and/or employee and/or agent access to the Worksite and
designated inventory area, with a twenty-four (24) hours’ advance notice if possible, for
purposes of inspection and/or inventory of the Merchandise and/or goods or for any
structural repairs burdened by SHERIFF or Broward County. Upon termination of this
Agreement for any reason, CONTRACTOR shall return the Worksite and designated
inventory locations back to SHERIFF broom swept clean immediately. Worksite and
inventory designated area shall be exclusively limited to servicing orders for SHERIFF
and/or SHERIFF employees and CONTRACTOR shall not be entitled to any type of
signage. The Worksite and inventory designated area shall solely be used in
furtherance of CONTRACTOR’s performance pursuant to this Agreement, and shall not
be used as a public store nor distributing warehouse for online orders not made by
SHERIFF or SHERIFF’s personnel or employees.
ARTICLE XXIV
NOTICE
Any notice hereunder by one party to the other party shall be given in writing by
personal delivery, facsimile, regular mail, or certified mail with proper postage, to the
party at the addresses designated in the Agreement. Any notice shall be effective on
the date it is received by the addressee. Either party may change its address for notice
purposes by giving the other party notice of such change in accordance with this
paragraph.
Notices shall be addressed as follows:
To SHERIFF: With copy to:
Colonel Oscar Llerena
Department of Administration
Broward Sheriff’s Office
2601 West Broward Boulevard
Fort Lauderdale, FL 33312
General Counsel Terrence Lynch
Office of the General Counsel
Broward Sheriff’s Office
2601 West Broward Boulevard
Fort Lauderdale, FL 33312
To CONTRACTOR: With copy to:
Michael Fadden, CEO
Galls, LLC
Galls Legal Departmentlegal-dept@galls.com
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1340 Russell Cave Rd
Lexington, KY 40505
ARTICLE XXV
THIRD PARTY BENEFICIARIES
Neither CONTRACTOR nor SHERIFF intend to directly or substantially benefit a third
party by this Agreement. Therefore, the parties agree that there are no third party
beneficiaries to this Agreement and that no third party shall be entitled to assert a claim
against either of them based upon this Agreement.
ARTICLE XXVI
FORCE MAJEURE
Neither party shall be liable to the other for any failure or delay in perfo rmance
hereunder due to circumstances beyond its reasonable control incl uding, without
limitation, Acts of God and governmental and judicial action not the fault of the party
causing such failure or delay in performance.
ARTICLE XXVII
AGREEMENT TERMS TO BE EXCLUSIVE
This written Agreement, including any Exhibits, Attachments and Schedules referred to
herein, contains the sole and entire agreement between the parties. The parties
acknowledge and agree that neither of them has made any representation with r espect
to the subject matter of this Agreement or any representations in ducing its execution
and delivery except such representations as are specifically set forth in this writing, and
the parties acknowledge that they have relied on their own judgment in entering into the
same. The parties further acknowledge that any stateme nts or representations that may
have been made by either of them to the other are void and of no effect and that neither
of them has relied on such statements or representations in con nection with its dealings
with the other. No “click on” or “click through” online agreements or terms/conditions
found on the Website or any other communication by and between the parties shall
alter, modify, supplement, or replace these terms and conditions contained within this
Agreement.
ARTICLE XXVIII
WAIVER OR MODIFICATION OF AGREEMENT
No waiver or modification of this Agreement or of any covenant, condition or limitation
contained herein shall be valid unless it is reduced to written form and dul y executed by
the parties. No evidence of any waiver or modification of the terms herein shall be
offered or received in evidence in any proceeding, arbitration, or litigation between the
1340 Russell Cave RoadLexington, KY 40505
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parties arising, in any manner, out of this Agreement, unless such waiver or modification
is in writing and duly executed by the parties.
ARTICLE XXIX
AGREEMENT GOVERNED BY LAW OF STATE OF FLORIDA
It is the parties’ expressed intent that this Agreement and its performance, as well as, all
suits and special proceedings relating to it, be construed in accordance with and
pursuant to the laws of the State of Florida. The laws of the State of Florida shall be
applicable and shall govern to the exclusion of the law of any other forum, without
regard to the jurisdiction in which any legal action or special proceeding may be
instituted, commenced or initiated. The venue in any proceeding or action among the
parties arising out of this Agreement shall be in Broward County, Florida. BY
ENTERING INTO THIS AGREEMENT, CONTRACTOR AND SHERIFF HEREBY
EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY
JURY OF ANY CIVIL LITIGATION RELATED TO OR ARISING OUT OF THIS
AGREEMENT AND/OR THE SERVICES PERFORMED UNDER THIS AGREEMENT.
IF A PARTY FAILS TO WITHDRAW A REQUEST FOR A JURY TRIAL IN A
LAWSUIT ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICES
PERFORMED UNDER THIS AGREEMENT AFTER WRITTEN NOTICE BY THE
OTHER PARTY OF VIOLATION OF THIS ARTICLE, THE PARTY MAKING THE
REQUEST FOR JURY TRIAL SHALL BE LIABLE FOR THE REASONABLE
ATTORNEY'S FEES AND COSTS OF THE OTHER PARTY IN CONTESTING THE
REQUEST FOR JURY TRIAL, AND SUCH AMOUNTS SHALL BE AWARDED BY
THE COURT IN ADJUDICATING THE MOTION.
ARTICLE XXX
MALICIOUS SOFTWARE & CYBER SECURITY
CONTRACTOR also represents and warrants that, CONTRACTOR’S
telecommunications systems, cloud hosting environment, software, codes, scripts,
formulas, calculations, work-flows, data and processes are delivered or provided to
SHERIFF, are free from malicious software, including but not limited to computer
viruses, malware, ransomware, spyware, etc. No portion of such telecommunications or
the media upon which data is stored or transferred has any type of undocumented
software routines or other elements which is intentionally designed to permit, allow or
cause any of the following:
(a) Unauthorized access to or intrusion upon;
(b) Disabling of;
(c) Erasure of; or
(d) Interference with
any hardware, software, data or peripheral equipment whether directly or by
transference. In the event of a breach of this repr esentation and warranty,
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CONTRACTOR shall pay for, and/or remedy or correct any damages, harm or
malfunctions caused by a breach of the above at no cost to SHERIFF. Prior to
performing any CONTRACTOR’S services, deliverables, software, formulas,
calculations, work-flows, codes, scripts and data and processes, CONTRACTOR shall
use commercially available industry acceptable anti-virus software to detect viruses in
said deliverables/items or upon any media on which such deliverables/items is provided
to SHERIFF.
ARTICLE XXXI
WEBSITE DEVELOPMENT AND OPERATION
CONTRACTOR, at CONTRACTOR’S sole cost and expense, shall develop and host an
interactive Website exclusively for the benefit of SHERIFF and its employees during the
entire duration of this Agreement. Said Website shall be built, programmed and
operated to suit SHERIFF and its employee’s specific needs for ordering any of the
Merchandise and goods. The Website shall have the following minimum additional
functions:
(a) Ability of individual SHERIFF employees and representatives to personally
order Merchandise to be shipped to either to the Worksite or one of BSO
Broward County Division Sub-Stations;
(b) User-friendly drop-down menus for ordering, with displays of Merchandise
and size and color options, and a check out cart for processing the final
order. Said drop down menus may be modified by SHERIFF directly as
needed to satisfy SHERIFF’s requirements;
(c) Display of SHERIFF logos and patches and color schemes to personalize
the Website to SHERIFF;
(d) An agreed upon report and notice function available to SHERIFF
supervisors of all orders and status of orders. The report function shall be
available to SHERIFF supervisors twenty-four (24) hours a day and
accurately reflect all orders placed with CONTRACTOR through the
Website. The reports must be generated in excel and .csv formats and
available for download by SHERIFF supervisors. The reports must include
fields that clearly identify each order, each piece of Merchandise ordered,
the delivery destination, any returns or changes to orders, the time the
order was placed, the identity of the person placing the order, the workflow
signoffs on each order and other pertinent information needed by
SHERIFF to track and manage Merchandise orders, and tracking
shipment information;
(e) An agreed upon workflow approval process to be initiated with the order
placement and include the employee’s supervisor and relevant SHERIFF
administrative personnel approvals. No orders shall be processed by
CONTRACTOR until the approval workflow process is finalized. Upon
finalization, that date and time will be considered the placement order
date/time for ordering and shipment purposes;
(f) A redundant back-up server system shall be used by CONTRACTOR to
recover all data and maintain ongoing functions if needed;
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(g) The Website shall be hosted by CONTRACTOR in a secure facility and
operable 24 hours a day, seven (7) days a week, with minimal downtime
for website maintenance, which shall occur during off hour usage;
(h) The Website, and all of its ordering, workflow and report functions, shall
be accessible by handheld devices, both Apple and Android, and
compatible with the latest handheld technology;
(i) Status e-mail alerts to both the ordering employee and his/her supervisors
as to the workflow approval process and the ordering date and the
shipment date. If any item is not in stock or cannot be provided, an
immediate e-mail notification to SHERIFF and/or the SHERIFF employee
will be generated and sent to both;
(j) All transactions shall be encrypted with sufficient industry security settings
and controls. If any security breaches occur or unauthorized ordering of
Merchandise occurs via the Website, an e -mail alert shall be sent to the
affected parties and the BSO Contract Administrator.
(k) The Website shall be password protected; a dedicated URL that is not
released to the general public and not searchable via search engine key
word searches. All communications and identities of Website users shall
remain confidential and only disclosed to the particular person placing the
order, their workflow approval supervisors, the BSO Contract
Administrator and other SHERIFF supervisory staff and command
personnel;
(l) The website shall have the ability to have multiple users with approval
levels by departments and/or users;
(m) A “1-800” customer service phone line, as well as email address,
displayed prominently on the Homepage;
(n) A system to detect and delete orders that are submitted by m istake
caused by a “double submission” by SHERIFF employees or
representatives within the same twenty-four (24) hour period;
(o) The ability to provide real-time stock, price, and lead time, and provide
SHERIFF with the ability to review order status in real time;
(p) Website must be accessible by all common Website browsers including
the latest versions of Microsoft Edge, Chrome and FireFox;
(q) Hosted resulting in SHERIFF’s data being stored off-site. Comply with the
following CALEA Standard if CONTRACTOR uses a service provider for
electronic data storage, a written agreement is established addressing:
• data ownership;
• data sharing, access and security;
• loss of data, irregularities and recovery;
• data retention and redundancy;
• required reports, if any; and
• special logistical requirements and financial arrangements;
(r) Website functions must be compatible with PeopleSoft for employee,
department inventory, location information etc…
SHERIFF grants CONTRACTOR a limited, revocable license to use SHERIFF logos,
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patches, badges and images, on the Website and to affix to the clothing and
merchandise that is being provided to SHERIFF under this Agreement subject to
SHERIFF approval of the use of these items on the subject website, and such license
shall terminate forthwith when this Agreement is terminated.
Further technical requirements relative to the parties’ duties concerning workflows, data
interfaces, computer operating, and hosting systems and structures shall be more fully
identified in the attached Exhibit E.
ARTICLE XXXII
MERCHANDISE WARRANTIES
CONTRACTOR represents and warrants that all Merchandise and goods sold to
SHERIFF and/or SHERIFF employees and delivered hereunder in accordance with this
Agreement are:
(a) manufactured and sold in compliance with all governmental laws, rules
and regulations applicable to CONTRACTOR; and
(b) manufactured in full compliance with all applicable import regulations
established by the US Customs Service and the Federal Trade
Commission; and
(c) warranted for the manufacture’s warranty period, to be free from material
defects and fit for their intended use and fit for their particular purpose. All
manufacturer’s warranty shall inure to the benefit of SHERIFF and/or
SHERIFF employees and CONTRACTOR shall assist with any efforts to
replace or repair said items under the manufacture’s warranties by
accepting the returned merchandise, replacing the same to SHERIFF
and/or SHERIFF employees and CONTRACTOR then dealing with the
manufacturer to seek warranty performance relative to the good;
(d) CONTRACTOR shall provide a 100% warranty on all seamstress and
alterations services for a period of thirty (30) days; and
(e) All implied warranties recognized under the Florida Uniform Commercial
Code apply.
ARTICLE XXXIII
PRESS RELEASE OR OTHER PUBLIC COMMUNICATION
Without written consent of SHERIFF, CONTRACTOR shall not:
(a) Issue or permit to be issued any press release, advertisement or literature of any
kind which refers to SHERIFF, or the work being performed hereunder, unless
CONTRACTOR first obtains the written approval of SHERIFF; and
(b) CONTRACTOR and its employees, agents, representatives, subcontractors and
suppliers will not represent, directly or indirectly, that any of CONTRACTOR’s
products, goods or services have been approved or endorsed by SHERIFF.
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ARTICLE XXXV
MISCELLANEOUS
35.1 CONTRACTOR shall comply with all statutes, laws, rules, codes,
ordinances, and regulations of any and all federal, state and local political bodies having
jurisdiction over the services provided herein.
35.2 In the event either party brings an action against the other to enforce any
conditions or covenant of this Agreement, the prevailing party in such action shall be
entitled to recover the court costs and reasonable attorneys' fees in the judgment
rendered in such action.
35.3 The preparation of this Agreement has been a joint effort of the parties and
the resulting document shall not solely as a matter of judicial construction be construed
more severely against one of the parties than the other.
35.4 In entering this Agreement, the parties represent that they have had a
reasonable opportunity to seek and select legal advice and have relied upon the advice
of their own legal representative, who is an attorney of their own choice, or have
voluntarily chosen not to seek the advice of an attorney, and that the terms of this
Agreement have been completely read and that those terms are fully understood and
voluntarily accepted by them.
35.5 The headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of the Agreement. All
personal pronouns used in this Agreement shall include the other gender, and the
singular shall include the plural, and vice versa, unless the context otherwise requires.
Terms such as “herein”, “hereof”, “hereunder”, and “hereinafter” refer to this Agreement
as a whole and not to any particular sentence, paragraph, or Article where they appear,
unless the context otherwise requires. Whenever reference is made to an Article of this
Agreement, such reference is to the Article as a whole, including all of the subsections
of such Article, unless the reference is made to a particular subsection or subparagraph
of such Article.
35.6 Should a dispute arise between the parties under or relat ing to this
Agreement, each party agrees that prior to initiating any formal proceeding ag ainst the
other (except for the seeking of injunctive relief), the parties will each designate a
representative for purposes of resolving the dispute. If the parties’ representatives are
unable to resolve the dispute within ten (10) calendar days, either party may, upon
written notice to the other party, require that the dispute be submitted to more senior
representatives of each party (“Senior Representatives”). The Senior Representatives
of each party shall meet as soon as possible to negotiate in good faith to resolve the
dispute.
35.7 All provisions of this Agreement relating to confidentiality, non-disclosure,
indemnity and insurance shall survive the expiration or termination of this Agreement.
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35.8 CONTRACTOR shall obtain all necessary permits and licenses required to
provide the services contemplated herein.
35.9 If any term or provision of this Agreement is found to be illegal and
unenforceable, such terms shall be deemed stricken and the remainder of the
Agreement shall remain in full force and effect.
35.10 The parties agree for purposes of this Agreement and any
amendments thereto, this Agreement may be executed in several counterparts, each of
which shall be deemed an original and all of which shall constitute one and the same
instrument, and shall become effective when counterparts have been signed by each of
the Parties and delivered to the other Parties; it being understood that all Parties need
not sign the same counterparts. Facsimile and electronic mail copies in “portable
document format” (“.pdf”) form are acceptable and shall constitute effective execution
and delivery of this Agreement as to the Parties and may be used in lieu of the original
Agreement for all purposes. Signatures of the Parties transmitted by facsimile or digital
signing process shall be deemed to be their original signatures for all purposes.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
[SIGNATURE PAGE TO FOLLOW.]
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AGREEMENT BY AND BETWEEN BROWARD COUNTY SHERIFF’S OFFICE AND
GALLS, LLC.
IN WITNESS, the parties hereby execute this Agreement on the date(s) set forth below:
GALLS, LLC
By: _________________________________ Date: ______________
____________________________________
Name/Title (Print)
EIN# ________________
GREGORY TONY, AS SHERIFF OF BROWARD COUNTY, FLORIDA
By: __________________________________ Date: ______________
Colonel Oscar Llerena, Executive Director
Department of Administration
Approved as to form and legal sufficiency subject to execution by the parties:
By: ___________________________________________
Terrence Lynch, General Counsel/Executive Director
Office of the General Counsel
Broward County Sheriff’s Office
Mike Fadden, Chief Executive Officer
8/15/2023
20-3545989
1340
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EXHIBIT A
RLI # 23013AG
ON-LINE WEB-BASED UNIFORM ORDERING SYSTEM AND ON-SITE
FACILITY
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EXHIBIT B
CONTRACTOR’S PROPOSAL
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EXHIBIT C
WORKSITE
CENTRAL SUPPLY BUILDING
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EXHIBIT D
MERCHANDISE SIZE & PRICE LIST
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EXHIBIT E
WEBSITE SPECIFICATIONS
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EXHIBIT F
DRUG FREE WORKPLACE CERTIFICATION
The undersigned vendor hereby certifies that it will provide a drug-free workplace
program by:
(1) Publishing a statement notifying its employees that the unlawful manufacture,
distribution, dispensing, possession, or use of a controlled substance is
prohibited in the offeror’s workplace, and specifying the actions that will be taken
against employees for violations of such prohibition;
(2) Establishing a continuing drug-free awareness program to inform its employees
about:
(i) The dangers of drug abuse in the workplace;
(ii) The vendor’s policy of maintaining a drug-free workplace;
(iii) Any available drug counseling, rehabilitation, and employee assistance
programs; and
(iv) The penalties that may be imposed upon employees for drug abuse
violations occurring in the workplace;
(3) Giving all employees engaged in performance of the contract a copy of the
statement required by subparagraph (1);
(4) Notifying all employees, in writing, of the statement required by subparagraph
(1), that as a condition of employment on a covered contract, the employee shall:
(i) Abide by the terms of the statement; and
(ii) Notify the employer in writing of the employee’s conviction under a
criminal drug statute for a violation occurring in the workplace no later than
five (5) calendar days after such conviction;
(5) Notifying Broward Sheriff’s Office in writing within ten (10) calendar days after
receiving notice under subdivision (4)(ii) above, from an employee or otherwise
receiving actual notice of such conviction. The notice shall include the position
title of the employer;
(6) Within thirty (30) calendar days after receiving notice under subparagraph (4) of
a conviction, taking one or more of the following actions with respect to an
employee who is convicted of a drug abuse violation occurring in the workplace:
(i) Taking appropriate personnel action against such employee, up to and
including termination; and/or
(ii) Requiring such employee to satisfactorily participate in and complete a
drug abuse assistance or rehabilitation program approved for such
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purposes by a federal, state, or local health, law enforcement, or other
appropriate agency;
and
(7) Making a good faith effort to maintain a drug -free workplace program through
implementation of subparagraphs (1) through (6).
______________________________ _________________________________
(Vendor Signature) (Company Name)
______________________________ _________________________________
(Print Name) (Address)
State of __________________
County of __________________
The foregoing instrument was acknowledged before me by means of ☐ physical
presence or ☐ online notarization, this _____ by
________________________________________, known to me to be the person
described herein, or who produced _____________________________________ as
identification, and who did/did not take an oath.
NOTARY PUBLIC:
_______________________________
(Signature)
_______________________________
(Print Name)
My commission expires: ___________
Galls, LLC
1340 Russell Cave Road, Lexington, KY 40505Mike Fadden, Chief Executive Officer
Kentucky
Fayette
15th
Mike Fadden
Tiffany Brewer
2/12/2027
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EXHIBIT G
SCRUTINIZED COMPANY CERTIFICATE
I, _________________________, as President of GALLS, LLC, am over 18 years
of age, have personal knowledge of the facts stated below and I am an owner,
officer, director, principal shareholder and/or I am otherwise a uthorized to bind the
forgoing person or business entity to a contract.
I hereby acknowledge that a company is ineligible to, and may not, bid on, submit a
proposal for, or enter into or renew a contract with an agency or local governmental
entity for goods or services if at the time of bidding or submitting a proposal for a new
contract or renewal of an existing contract or executing a new contract, the company:
• is on the Scrutinized Companies that Boycott Israel List, created pursuant
to §215.4725, or is engaged in a boycott of Israel; or
• is on the Scrutinized Companies with Activities in Sudan List or the
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector
List, created pursuant to §215.473, or is engaged in business operations
in Cuba or Syria, and the bid, proposal or contract is for goods or services
of One Million ($1,000,000.00) Dollars or more.
I hereby represent and certify that the forgoing named person or business entity is not
on the Scrutinized Companies that Boycott Is rael List or participating in a boycott of
Israel; and, for bids, proposals or contracts for goods or services on One Million
($1,000,000.00) Dollars or more, that Proposer is not on the Scrutinized Companies
with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria.
By: ____________________________
____________________________20___
Signature Date
_____________________________, President
Name (Print)
Federal Employer Identification Number: ____________________________
GALLS, LLC
1340 Russell Cave road
Lexington, KY 40505
Mike Fadden
Mike Fadden
20-3545989
23
August 15th
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EXHIBIT H
CONTRACTOR’S CUSTOMER SUPPORT MANUAL
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6A .............................................................................................MIAMI HERALD FRIDAY MARCH 22 2024
In an effort to reduce
weapons in schools,the
Broward County School
Board voted Wednesday
to pay about half a million
dollars to install metal
detectors in 10 schools for
the 2024 -202 5 school
year.
Currently,the district
uses handheld metal de-
tectors.
“Metal detectors are not
the answer or end all,be
all,but we’ve seen the
reduction of weapons
found in other counties,”
Broward County Superin-
tendent Peter Licata told
reporters after the board’s
decision.“Also,we’ve
seen a significant reduc-
tion of vape pens.So that
is a great consequence to
it.”
Charles W.Flanagan
High School in Pembroke
Pines and J.P.Taravella
High School in Coral
Springs will pilot the metal
detectors during the sum-
mer,Licata said.
The district will pay
$540,000 to install metal
detectors at Flanagan and
Taravella and eight other
schools.Those schools
will be announced in the
next few weeks,Licata
said.He expects the
schools will be equipped
with at least three each.
Since the 202 2-2023
school year,Broward
County Public Schools has
had 220 weapons-related
incidents and 3.6%of
those incidents involved
guns,according to the
district.
The district will start
installing the metal detec-
tors in high schools before
gradually installing them
in middle schools,Licata
said.
The decision came
months after the district
decided against requiring
clear bookbags for this
school year.The initial
measure was meant to
deter students from bring-
ing weapons to schools.
Raisa Habersham:
@newsworthy17
Broward Public
Schools will try
metal detectors
to catch weapons
(and vapes)
CARL JUSTE cjuste@miamiherald.com
Broward County Public Schools Superintendent Peter
Licata said Wednesday in Fort Lauderdale:‘Metal
detectors are not the answer or end all,be all,but we’ve
seen the reduction of weapons found in other counties.’
Fort Lauderdale police
are asking for the public’s
help to find a man they
say sexually battered a
woman last month.
The attack happened
Feb.2 7 around 2 a.m.on
the 700 block of SE 16th
Street,police said in a
press release.
A woman was walking
on the 1600 block of
South Federal Highway
when a man began follow-
ing close behind her in a
gray Hyundai Sonata,said
police spokeswoman
Casey Liening.Shortly
after,Liening said the
man,who had a handgun,
got out of the car and
demanded money from
the woman.
When she refused to
give him the cash,he
dragged her into the car
and sexually battered her
at gunpoint,Liening said.
She escaped and ran away.
Security-camera footage
released by police shows
the car in the area before
the attack.
Police said the man is
clean-shaven,with short
dark hair and a medium
build.The car’s windows
had dark tint,Liening
described.Police also
released a sketch of the
man based on the victim’s
description.
“He was possibly wear-
ing a white
T-shirt with
a dark-
colored
sweater and
long dark
pants,”
Liening
said.
Detectives
are asking for anyone with
information or video of the
attack to contact Detective
Sgt.Hector Martinez at
954-828-5510 or Detective
Christopher Chylack at
943-828-5535.Information
can also be provided anony-
mously by contacting Bro-
ward County Crime Stop-
persat 954-493-TIPS
(8477).
David Goodhue:
305-923-9728,
@DavidGoodhue
Fort Lauderdale
police are looking
for sexual-battery
suspect.He could
be armed Sketch
of suspect
57
Page 1 of 37
AGREEMENT
BY AND BETWEEN
BROWARD COUNTY SHERIFF’S OFFICE
AND
GALLS, LLC
THIS AGREEMENT is made and entered into this ____ day of August, 2023 by
and between Gregory Tony, as Sheriff of Broward County, Florida located at 2601 West
Broward Blvd., Fort Lauderdale, Florida 33312 (hereinafter referred to as "SHERIFF")
and GALLS, LLC, a Foreign Limited Liability Company eligible to conduct business in
the State of Florida, with a principal place of business at: 1340 Russell Cave Road,
Lexington, Kentucky 40505 (hereinafter referred to as "CONTRACTOR").
WHEREAS, the SHERIFF issued a solicitation for RLI# 23013AG (hereinafter
referred to as “[RLI”) marked as Exhibit A and attached hereto and incorporated herein
by reference;
WHEREAS, the CONTRACTOR submitted a proposal to RLI marked as Exhibit
B and attached hereto and incorporated herein by reference;
WHEREAS, the SHERIFF selected CONTRACTOR to perform the services
under the RLI;
THEREFORE, in consideration of the mutual terms and conditions contained
herein, the parties agree as follows:
ARTICLE I
DEFINITIONS AND IDENTIFICATIONS
1.1 Agreement - means this document including the exhibits, schedules and
attachments attached hereto and those documents that are set forth in this Agreement
as being expressly incorporated herein by reference.
1.2 SHERIFF – means the Broward Sheriff’s Office.
1.3 BSO Contract Administrator - The designee of SHERIFF whose primary
responsibility is to coordinate and communicate with CONTRACTOR and to manage
and supervise performance and completion of this Agreement in accordance with the
terms and conditions set forth herein. In the administration of this Agreement, as
contrasted with matters of policy, all parties may rely on the instructions or
determinations made by the Contract Administrator.
1.4 CONTRACTOR – means GALLS, LLC and its successors and assigns.
1.5 Deliverable(s) - means all products, goods, work and services to be
provided and/or performed by CONTRACTOR pursuant to this Agreement.
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1.6 Merchandise – means those goods represented on Exhibit A and Exhibit B
along with any other goods that are ordered by SHERIFF from CONTRACTOR.
1.7 Website – means the unique partner “turnkey” ordering website that will
be for the sole use of SHERIFF and its personnel in connection with this Agreement.
1.8 Worksite – means that location at the central supply building located at
2601 West Broward Blvd., Fort Lauderdale, Florida 33312 which is more fully described
as Exhibit C hereto.
ARTICLE II
SCOPE OF SERVICES
CONTRACTOR is hereby retained to provide to SHERIFF the services under the terms
and conditions set forth in this in the following:
(a) This document; and
(b) The SHERIFF RLI# 23013AG On-line Web-Based Uniform Ordering System and
On-Site Facility for Broward Sheriff’s Office (RLI) which is attached hereto and
marked as Exhibit A.
(c) CONTRACTOR’s proposal to SHERIFF, incorporated herein, as Exhibit B.
ARTICLE III
MANNER OF PERFORMANCE
3.1 CONTRACTOR shall perform all services to the utmost professional
standards.
3.2 CONTRACTOR agrees to perform, at all times faithfully, industriously, and
to the best of its ability, experience, and talent, all of the duties that may be required of
and from it pursuant to the express and implicit terms of this Agreement.
3.3 CONTRACTOR represents that all persons delivering the services
required by this Agreement have the knowledge and skills, either by training,
experience, education, or a combination thereof, to adequately and competently
perform the duties, obligations, and services set forth herein, and to provide and
perform such services to SHERIFF’s satisfaction for the agreed compensation. The
quality of CONTRACTOR’s Deliverables provided to or on behalf of SHERIFF shall be
comparable to the best local and national standards.
3.4 CONTRACTOR will provide a drug-free workplace program in accordance
with the Drug Free Workplace certification attached as Exhibit F and incorporated
herein.
3.5 Time is of the essence in CONTRACTOR’S performance of this
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Agreement.
3.6 At the request of the BSO’s Contract Administrator, CONTRACTOR will
attend any meetings regarding the development of the website and/or preparation and
staffing and operations of the work site. CONTRACTOR will ensure that the proper
personnel are in attendance based upon the agenda for such meetings.
ARTICLE IV
CONFLICT OF INTEREST
CONTRACTOR assures SHERIFF that to the best of its knowledge, the signing of this
Agreement does not create any conflict of interest between itself, its associates, any
principal of its firm or any member or employee of SHERIFF.
ARTICLE V
TERM
5.1 This Agreement and CONTRACTOR’S performance shall commence on
August 17, 2023 and remain in full force and effect for a period of three (3) years
through August 16, 2026.
5.2 SHERIFF, at its sole discretion, may elect to renew this Agreement for
additional one (1) year renewal options up to five (5) times with written notice to the
CONTRACTOR.
ARTICLE VI
INVENTORY LEVELS
CONTRACTOR acknowledges that SHERIFF is entering this Agreement upon the
representations that CONTRACTOR will keep a fully stocked inventory of Merchandise
exclusively available for SHERIFF’s ordering needs, and that CONTRACTOR shall
keep working inventory levels located at the Worksite. At no time will inventory levels
fall below those levels mutually agreed upon by SHERIFF and CONTRACTOR, and a
sample of each item must be available at the Worksite for fitting and sizing purposes.
Notwithstanding the forgoing, at no times will inventory levels fall below a level that
would negatively impair SHERIFF’s ongoing business operations that require timely
delivery of ordered uniforms for its workforce. SHERIFF shall have the right, but not
the obligation, to inspect inventories at any location to confirm CONTRACTOR’S
performance under this Article. Reasonable costs and expenses, including traveling
expenses to and from inventory locations outside of Broward County Florida, for two
SHERIFF representatives annually shall be burdened by CONTRACTOR.
CONTRACTOR agrees to inform SHERIFF promptly if it cannot fulfill an order within
seven (7) calendar days of order placement.
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ARTICLE VII
CONSIDERATION
7.1 SHERIFF agrees to purchase the Merchandise as needed, and in
quantities as determined by SHERIFF, at the prices reflected in Exhibit D hereto.
7.2 CONTRACTOR will provide an itemized invoice to SHERIFF for all
charges and products sold on a monthly basis based on the rates reflected on Exhibit D
hereto. If an item is ordered by SHERIFF and/or SHERIFF employees and is not
reflected on Exhibit D then the agreed upon price shall be that which is the lowest price
charged for that particular item by CONTRACTOR to any other governmental entity.
7.2.1 Invoices must be detailed with the following information on a weekly
basis:
1. Employee name and CCN;
2. Number of items picked-up by employee;
3. Item description and quantity picked -up; and
4. Date item was picked-up.
7.2.2 Invoice bulling for shipped items should be billed as soon as
shipment is made and received by SHERIFF no later than five (5) business days
after shipment.
7.2.3 Invoices for Bulk Orders generated by Central Supply, the invoice
must include detailed itemization complete with description and quantities
ordered.
7.2.4 CONTRACTOR shall submit an original invoice plus one (1) copy
to the SHERIFF’s Finance Department identifying the Deliverable(s) and
Merchandise ordered and received by SHERIFF and any other information
requested by the SHERIFF’s Finance Department with payment due by
SHERIFF within thirty (30) days of receipt of a properly submitted invoice. A
properly submitted invoice is one where SHERIFF does not have any objections.
SHERIFF shall have the right to provide written objections to an invoice within
ten (10) calendar days of SHERIFF’s receipt of such invoice. If no objection is
made within such ten (10) calendar day period, payment shall be made within
thirty (30) calendar days thereafter.
7.3 The prices quoted in Exhibit D hereto may not be increased for the initial
term of the Agreement . Thereafter, CONTRACTOR may increase prices by providing
SHERIFF with a replacement Exhibit D in its entirety with the any new price increases
ninety (90) days prior to the end of any term. Failure to provide such a substituted
Exhibit D within this time period shall result in the CONTRACTOR keeping the then
current prices reflected on the current Exhibit D to this Agreement for the entire next
year term. CONTRACTOR increases in charges for Merchandise are limited to any
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increased costs from its suppliers, provided that charges shall not be increased beyond
yearly CPI increases or five percent (5%) per year, whichever is lower.
7.3.1 Discount Off List Price or Catalogue: Pricing shall include freight
costs, be F.O.B. destination and be in U.S. dollars. Discounts shall be based on
published pricing from the manufacturer’s catalogue or manufacturer’s webpage.
Discounts shall be fixed during the entire duration of the contract.
7.5 Notwithstanding the forgoing, during the term of this contract, prices for the
Merchandise, goods and services required under this contract and offered to SHERIFF
must be the equal to or lower than those offered the most favorab le customer of
CONTRACTOR for similar quantities under comparable terms and conditions. When
requested by the SHERIFF’s contracting officer or representative, the CONTRACTOR
must show that the prices offered to SHERIFF match or are less than those offered the
CONTRACTOR’S most favored customers for those quantities under those terms and
conditions, and such pricing data must be available for re view by SHERIFF throughout
the term of the contract. Any price reductions offered to other CONTRACTOR’s
customers must be offered to the SHERIFF if similar item quantities are involved
7.6 There shall be no minimum or maximum order of Merchandise by
SHERIFF contemplated under this Agreement by the parties. SHERIFF may order
Merchandise from other third parties at its sole election if:
(a) CONTRACTOR cannot deliver the Merchandise within seven (7) calendar days
from the SHERIFF or SHERIFF employee order placement date, in which case
SHERIFF and/or the SHERIFF employee has the right to cancel the order placed
with CONTRACTOR with e-mail notice to CONTRACTOR prior to SHERIFF
receiving the Merchandise;
(b) CONTRACTOR does not supply speciality items required by SHERIFF;
(c) Any item that is not a standard apparel cloth or fabric item worn as outer clothing
by SHERIFF employees (ie. Utility belts, collar brass, any equipment item,
gloves, etc..); or
(d) Any items not reflected on Exhibit D or items that are not required standard
issued uniforms by SHERIFF or goods that are for personal use by SHERIFF
employees or not designated as “core” items.
Notwithstanding the foregoing, SHERIFF may, at its discretion at any time, order goods
and items from any third-party vendor when it deems it to be in the best interests of
SHERIFF.
ARTICLE VIII
EXPENSES & SHIPMENT OF GOODS
8.1 Except as otherwise provided herein, CONTRACTOR shall be fully and
solely responsible for any and all expenses incurred by CONTRACTOR in the
performance of this Agreement, including, but not limited to, costs of supplies, travel
expenses, telecommunication charges, fees, licenses, bonds, taxes and all other costs
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of doing business. CONTRACTOR shall not, in any manner, incur indebtedness on
behalf of SHERIFF. All costs for shipping the Merchandise to the Worksite and/or the
Broward County Division Sub-Stations Locations (or returns of Merchandise back to
CONTRACTOR) shall be burdened by CONTRACTOR. All costs for Merchandise
returns brought by SHERIFF to the Worksite shall be burdened by CONTRACTOR,
provided that such returns are only of items that have not been modified (i.e. no
hemming, embroidery, patches, or other embellishments) or have been incorrectly
modified by CONTRACTOR.
8.2 Risk of Loss of Merchandise being shipped to Worksite and/or SHERIFF
by CONTRACTOR, shall be exclusively borne by CONTRACTOR until actually received
at the Worksite and/or BSO Broward County Division Sub-Station.
8.3 All items reflected on Exhibit D that do not require embellishments
(hemming, embroidery, patches) will be delivered according to the following delivery
timelines:
(a) Next day shipments will be made the same day if order is received by 2:00
p.m. EST;
(b) Ground shipments will be made same day if order is received by 3:00 p.m.
EST; and
(c) Items requiring any additional embellishments will require 3-5 business days
to process the embellishment(s) prior to shipment;
ARTICLE IX
CUSTOMER SUPPORT
CONTRACTOR shall develop a standard operating manual to be approved by
SHERIFF in writing at its discretion. CONTRACTOR shall provide training for SHERIFF
personnel at the Employee’s location or as otherwise requested by SHERIFF. The
manual must include sections defining individual ordering procedures, account tracking
procedures, inventory control procedures, daily management, inspection procedures,
alteration procedures, other requirements requested by SHERIFF, etc. The manual is
attached hereto and incorporated herein by reference as Exhibit H. An electronic
version of the manual is also posted on SHERIFF’s Informant.
ARTICLE X
ALTERATIONS AND MEASURING SERVICES
10.1 CONTRACTOR shall provide a seamstress/tailor during SHERIFF’s
normal business hours. CONTRACTOR’s Seamstress shall be available at the Worksite
during all operational hours, and on-site Monday–Friday from 8:00a.m. to 5:00p.m. or
such other times as requested in writing by SHERIFF. Should CONTRACTOR’s
normally assigned seamstress not be available to provide services to SHERIFF for
more than 3 consecutive business days, then CONTRACTOR shall provide a
seamstress to fill-in until the normally assigned seamstress returns.
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10.2 Minor alterations and repairs to a uniform item of clothing must be
completed within forty-eight (48) hours from the time, as reflected on a claim ticket, that
a SHERIFF’s employee leaves the uniform item at the designated facility for alteration
or repair. Minor alterations and repairs shall mean in -seam and out seam repairs and
alterations; repair of small rips and tears; button or zipper replacement; affixing stripes,
patches and braids; and trim replacement or other such repairs. All other repairs must
be available for pick-up at the designated area as determined by SHERIFF.
ARTICLE XI
INDEMNIFICATION
11.1 CONTRACTOR shall indemnify, hold harmless and defend SHERIFF, his
officers, employees, agents, servants, designees, attorneys, and legal representatives
against any third-party claims, demands, causes of action, lawsuits, liabilities, costs,
and expenditures of any kind, including attorneys’ fees, resulting, either directly or
indirectly, from the acts, actions, omissions, negligence, or willful misconduct of
CONTRACTOR or its staff related to this Agreement.
11.2 Nothing in this Agreement is intended nor shall it be construed or
interpreted to waive or modify SHERIFF’s immunities and limitations on liability provided
for in Florida Statutes Section 768.28 as now worded or as may hereafter be amended.
11.3 The above indemnification provisions shall survive the expiration or
termination of the Agreement.
ARTICLE XII
INSURANCE
12.1 Throughout the term of this Agreement and for all applicable statutes of
limitations periods, CONTRACTOR shall maintain in full force and effect the insurance
coverages set forth in this Article.
12.2 All insurance policies shall be issued by companies that (a) are authorized
to do business in the State of Florida, (b) have agents upon whom service of process
may be made in Broward County, Florida, and (c) have a Best’s rating of A-VI or better.
12.3 All insurance policies shall name and endorse the following as additional
insureds: The Broward County Sheriff’s Office, Broward County, and the Board of
Commissioners of Broward County and their officers, agents, employees and
commission members with a CG026 Additional Insured – Designated Person or
Organization endorsement, or similar endorsement to the liability policies.
12.4 All insurance policies shall be on an occurrence/aggregate basis and shall
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be endorsed to provide that (a) CONTRACTOR’s insurance is primary to any other
insurance available to the additional insureds with respect to claims covered under the
policy and (b) CONTRACTOR’s insurance applies separately to each insured against
whom claims are made or suit is brought and that the inclusion of more than one
insured shall not operate to increase the insurer’s limit of liability.
12.5 CONTRACTOR shall carry the following minimum types of insurance and
submit insurance information including aggregate limits:
(a) WORKERS’ COMPENSATION: CONTRACTOR shall carry Workers’
Compensation insurance with the statutory limits, which shall include
Employers’ Liability insurance with a limit of not less than $500,000 for each
disease, and $500,000 for aggregate disease. Polici(es) must be endorsed
with waiver of subrogation against SHERIFF and Broward County.
(b) COMMERCIAL GENERAL LIABILITY INSURANCE: CONTRACTOR shall
carry Commercial General Liability Insurance with limits of not less than Two
Million Dollars ($2,000,000) per occurrence, Four Million Dollars ($4,000,000)
aggregate for bodily injury and property damage. The insurance policy must
include coverage that is not more restrictive than the latest edition of the
Commercial General Liability Policy, without restrictive endorsements, as filed
by the Insurance Services Offices, and the policy must include coverage s for
premises and/or operations, independent contractors, products and/or
completed operations for contracts, contractual liability, broad form
contractual coverage, broad form property damage, products, completed
operations, personal injury and cross liability. Personal injury coverage shall
include coverage that has the Employee and Contractual Exclusions
removed.
(c) BUSINESS AUTOMOBILE LIABILITY INSURANCE: CONTRACTOR shall
carry Business Automobile Liability insurance with minimum limits of One
Million Dollars ($1,000,000) per occurrence, combined single limit Bodily
Injury Liability and Property Damage. The policy must be no more restrictive
than the latest edition of the Business Automobile Liability policy without
restrictive endorsements, as filed by the Insurance Services Office, and must
include owned vehicles and hired and non-owned vehicles.
(d) UMBRELLA OR EXCESS LIABILITY INSURANCE: CONTRACTOR may
satisfy the minimum liability limits required above under an Umbrella or
Excess Liability policy. There is no minimum Per Occurrence limit of liability
under the Umbrella or Excess Liability; however, the Annual Aggregate lim it
shall not be less than the highest “Each Occurrence” limit for any of the
policies noted above.
(e) TECHNOLOGY ERRORS AND OMISSIONS INSURANCE: CONTRACTOR
shall carry professional liability insurance coverage with limits of not less than
Two Million Dollars ($2,000,000.00) for each claim, and Five Million Dollars
($5,000,000) in the Aggregate that provides coverage for: Liability for security
or privacy breaches, malware attacks (including ransomware) loss or
unauthorized access to the SHERIFF’S data; Costs associated with a privacy
breach, including consumer notification, customer support and crisis
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management, and costs of providing credit monitoring services; Expenses
related to regulatory compliance, government investigations, fines, fees
assessments and penalties; costs of restoring, updating or replacing data;
privacy liability losses connected to network security, privacy, and media
liability; “Insured versus insured” exclusion prohibited.
(f) PERSONAL PROPERTY INSURANCE: Vendor shall maintain insurance on
all of Vendor’s personal property including all equipment, trade fixtures,
inventory, fixtures, and personal property located on or on BSO’s premises for
perils covered by the causes of loss - special form (all risk) and in addition,
coverage for flood, wind, earthquake, terrorism and boiler and machinery (if
applicable). Such insurance shall be written on a replacement cost basis in an
amount equal to one hundred percent (100 %) of the full replacement value of
the aggregate of the foregoing.
12.6 CONTRACTOR shall provide SHERIFF’s Director of Risk Management and
SHERIFF’s Contract/Lease Manager with a copy of the Certificate of Insurance or
endorsements evidencing the types of insurance and coverages required by this Article
prior to beginning the performance of work under this Agreement, and, at any time
thereafter, upon request by SHERIFF. Said policies shall specifically name SHERIFF,
Broward County and the Broward County Board of County Commissioners as additional
insureds and the certificates of insurance shall evidence the same on their face.
12.7 The certificate of insurance evidencing the types of insurance and
coverages required by this Article will be provided to SHERIFF prior to CONTRACTOR
being allowed access to the site and commencing services under this agreement.
12.8 CONTRACTOR’s insurance policies shall be endorsed to provide SHERIFF
with at least sixty (60) days prior written notice of cancellation, non -renewal, restrictions,
or reduction in coverages or limits. Notice shall be sent to:
Broward Sheriff's Office Broward Sheriff's Office
Contracts Manager AND Director, Risk Management
2601 W. Broward Blvd. 2601 W. Broward Blvd.
Ft. Lauderdale, FL 33312 Ft. Lauderdale, FL 33312
12.9 If CONTRACTOR’s insurance policy is a claims made policy, then
CONTRACTOR shall maintain such insurance coverage for a period of five (5) years
after the expiration or termination of the Agreement or any extensions or renewals of the
Agreement. Applicable coverages may be met by keeping the policies in force, or by
obtaining an extension of coverage commonly known as a reporting endorsement or tail
coverage.
12.10 If any of CONTRACTOR’s insurance policies includes a general aggregate
limit and provides that claims investigation or legal def ense costs are included in the
general aggregate limit, the general aggregate limit that is required shall be no more
than five (5) times the occurrence limits specified above in this Article.
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12.11 The provisions of this Article shall survive the expiration or termination of
this Agreement.
12.12 If any of the insurance policies required under this Article above lapse
during the term of this Agreement or any extension or ren ewal of the same,
CONTRACTOR shall not receive payment from SHERIFF until such time that SHERIFF
has received satisfactory evidence of reinstated coverage of the types and coverages
specified in this Article that is effective as of the lapse date. SHERIFF, in its sole
discretion, may terminate the Agreement immediately and no further payments shall be
due to CONTRACTOR.
ARTICLE XIII
TERMINATION
The Agreement may be terminated upon the following events:
13.1 Termination by Mutual Agreement. In the event the parties mutually
agree in writing, this Agreement may be terminated on the terms and dates stipulated
therein.
13.2 Termination Without Cause. SHERIFF shall have the right to terminate
this Agreement without cause by providing CONTRACTOR with thirty (30) calendar
day’s written notice via certified mail, return receipt requested or via hand delivery with
proof of delivery. If SHERIFF elects to terminate this agreement pursuant to this
provision, SHERIFF shall only pay that portion of any unpaid Merchandise that has
been ordered by SHERIFF and/or its employees prior to the termination date or that has
been modified (i.e. hemmed, embroidered, patched, or otherwise embellished
specifically for SHERIFF) in service of this Agreement. No additional consideration or
future consideration shall be due CONTRACTOR if such termination of the contract
occurs under this provision by SHERIFF.
13.3. Termination for Cause. In the event of a material breach, either party
may provide the other party with written notice of the material breach. The notice should
provide the other with such sufficient detail so it can readily understand the claim for
material breach. The other party shall have thirty (30) calendar d ays from the date of its
receipt of such notification to cure such material breach. If the material breach is not
cured within that time period, the non-breaching party may terminate this Agreement
immediately. Material breaches shall include but are not limited to, violations of
Governing Standards, local, state or federal laws, SHERIFF’s policies and procedures
concerning which CONTRACTOR was given prior written notice clearly labeled as
important or the terms and conditions of this Agreement.
13.4 Termination for Lack of Funds. In the event the funds to finance this
Agreement become unavailable or are not allocated by Broward County, Board of
County Commissioners, SHERIFF may provide CONTRACTOR with thirty (30) calendar
days written notice of termination. Nothing in this Agreement shall be deemed or
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construed to prevent the parties from negotiating a new Agreement in this event. If
termination occurs under this provision by SHERIFF, SHERIFF shall only pay that
portion of any unpaid Merchandise that has been ordered by SHERIFF and/or its
employees prior to the termination date or that has been modified (i.e. hemmed,
embroidered, patched, or otherwise embellished specifically for SHERIFF) in service of
this Agreement. No additional consideration or future consideration shall be due
CONTRACTOR if such termination of the contract occurs under this provision.
13.5 Immediate Termination by SHERIFF. SHERIFF, in SHERIFF’s sole
discretion, may terminate this Agreement immediately upon the occurrence of any of the
following events:
1. CONTRACTOR’s violation of the Public Records Act;
2. The insolvency, bankruptcy or receivership of CONTRACTOR;
3. CONTRACTOR’s violation or non-compliance with Nondiscrimination
Article of this Agreement;
4. CONTRACTOR fails to maintain insurance in accordance with the
Insurance Article of this Agreement; or
5. CONTRACTOR’s non-compliance with the E-verification provisions
provided herein.
If termination occurs under this provision by SHERIFF, then SHERIFF shall not be
responsible for paying any consideration or future consideration under this Agreement
to the CONTRACTOR. If termination occurs, SHERIFF may elect to purchase any, all
or a portion of the Merchandise in stock at the Worksite at the agreed upon rates in
Exhibit D.
13.6 Ownership of Data: All data on ord ers, shipments and payments shall
be the property of SHERIFF and transferred to SHERIFF upon termination of this
agreement, or upon request by SHERIFF, for any reason, in a format usable by
SHERIFF and that CONTRACTOR can reasonably provide. Notwithstanding the
foregoing, CONTRACTOR may keep an electronic copy of such data that is created
pursuant to CONTRACTOR’S standard electronic backup and archival procedures or to
comply with CONTRACTOR’S document retention policies or applicable laws, rules, or
regulations. This provision shall survive the termination of this agreement.
ARTICLE XIV
SUBCONTRACTORS
14.1 CONTRACTOR may not subcontract the performance of its obligations set
forth herein without the prior written approval of SHERIFF.
14.2 Prior to entering into any subcontract, CONTRACTOR will provide written
notice to SHERIFF identifying the name of the proposed subcontractor, the portion of
the work which the subcontractor is to do, the place of business of such subcontractor,
and such other information as may be required by SHERIFF.
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14.3 CONTRACTOR shall be fully responsible for all acts and omissions of its
subcontractors and of persons directly or indirectly employed by its subcontractors to
the same extent that CONTRACTOR is responsible fo r the acts and omissions of
persons directly employed by it. Nothing in this Agreement shall create any contractual
relationship between any subcontractor and SHERIFF or any obligation on the part of
SHERIFF to pay or to see the payment of any monies due any subcontractor.
14.4 The provisions of this Agreement will apply to any subcontractors and their
officers, agents and employees performing services pursuant to this Agreement as if it
and they were employees of CONTRACTOR; and CONTRACTOR will not be in any
manner thereby discharged from its obligations and liabilities hereunder but will be liable
hereunder for all acts and omissions of any subcontractor, its officers, agents, and
employees, as if they were employees of CONTRACTOR.
14.5 CONTRACTOR will obligate its subcontractors to the same terms and
conditions as set forth herein.
14.6 SHERIFF shall have the right to withdraw its consent of any subcontract if it
appears to SHERIFF that the subcontract will delay, prevent, or otherwise impair the
performance of CONTRACTOR's obligations under this Agreement. All subcontractors
are required to abide by the non-disclosure provisions set forth herein. CONTRACTOR
shall furnish to SHERIFF copies of all subcontracts. Notwithstanding, the foregoing
shall neither convey nor imply any obligation or liability on the part of SHERIFF to any
subcontractor hereunder.
ARTICLE XV
CIVIL RIGHTS REQUIREMENTS
15.1 CONTRACTOR shall comply with all applicable sections of the Americans
with Disabilities Act.
15.2 CONTRACTOR shall not discriminate on the basis of race, age, religion,
color, gender, national origin, sexual preference, marital status, physical or mental
disability or political affiliation.
15.3 CONTRACTOR agrees that compliance with this Article constitutes a
condition to this Agreement, and that it is b inding upon the CONTRACTOR, its
successors, transferees, and assignees. CONTRACTOR will ensure that all
subcontractors are not in violation of the terms of this Article.
ARTICLE XVI
CRIMINAL HISTORY
16.1 CONTRACTOR represents that its principal owners, partners, and corporate
officers do not have any past felony criminal convictions or any pending criminal
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charges. CONTRACTOR has disclosed all such convictions or pending criminal
charges to SHERIFF and further agrees to disclose any future convictions or pending
criminal charges.
16.2 SHERIFF reserves the right to approve or reject, for any reason,
CONTRACTOR’s Worksite staff assigned to this project at any time. CONTRACTOR’s
Worksite staff shall be subject to a criminal background check, as permitted by
applicable law, prior to providing services pursuant to this Agreement.
ARTICLE XVII
RECORDS
17.1 Pursuant to Florida law (including but specifically but not limited to Section
119.0701, Florida Statutes), CONTRACTOR must comply with all applicable public
records laws. Specifically, CONTRACTOR shall:
(a) Keep and maintain public records required by SHERIFF to perform the
services contracted for in this Agreement.
(b) Upon request from SHERIFF, SHERIFF’s designee or SHERIFF’S custodian
of public records, provide SHERIFF or designee with a copy of the requested
records or allow the records to be inspected or copied, at SHERIFF or
designee’s sole option, within a reasonable time at no cost to SHERIFF.
(c) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized
by law for the duration of the contract term and following completion of the
contract if the CONTRACTOR does not transfer the records to SHERIFF.
(d) Upon completion of the contract, transfer, at no cost, to SHERIFF all public
records in possession of CONTRACTOR or keep and maintain public records
required by SHERIFF to perform the services contracted for in this
Agreement, at SHERIFF’s sole option. If the CONTRACTOR transfers all
public records to SHERIFF upon completion of the contract, the
CONTRACTOR shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon completion of the
contract, the CONTRACTOR shall meet all applicable requirements for
retaining public records.
(e) All public records stored electronically by the CONTRACTOR pertaining to
the services contracted for in this Agreement must be provided to SHERIFF,
upon request from the SHERIFF, or SHERIFF’s designee or SHERIFF’S
custodian of records, designee, in a format that is compatible with the
information technology systems of SHERIFF.
In the event CONTRACTOR receives a public records request related to this Agreement
and the services provided hereunder, CONTRACTOR shall provide SHERIFF with
written notice of the request accompanied by a copy of such request at least five (5)
calendar days prior to the distribution of any of the requested records.
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IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT: ERIN FOLEY, RECORDS MANAGEMENT LIAISON
OFFICER, ADMINISTRATIVE SUPPORT BUREAU, BROWARD
SHERIFF’S OFFICE, 2601 WEST BROWARD BLVD., FORT
LAUDERDALE, FLORIDA 33312 (954) 831-8745 Erin_Foley@sheriff.org
OR THE OFFICE OF GENERAL COUNSEL, BROWARD SHERIFF’S
OFFICE AT (954) 831-8920.
17.2 SHERIFF shall have the right to audit the books, records, and accounts of
CONTRACTOR that are related to this Agreement. CONTRACTOR shall keep such
books, records, and accounts as may be necessary in order to record complete and
correct entries related to the Agreement. All books, records, and accounts of SHERIFF
shall be kept in written form, or in a form capable of conversion into written form within a
reasonable time and, upon request to do so, CONTRACTOR shall make same available
at no cost to SHERIFF in written form.
17.3 CONTRACTOR shall preserve and make available, at reasonable times
for examination and audit by SHERIFF, all financial records, supporting documents,
statistical records, and any other documents pertinent to this Agreement for the required
retention period of the Florida Public Records Act (Chapter 119 , Fla. Stat.), if applicable,
or, if the Florida Public Records Act is not applicable, for a minimum period of three (3)
years after termination of this Agreement. If any audit has been initiated and audit
findings have not been resolved at the end of the retention period or three (3) years,
whichever is longer, the books, records, and accounts shall be retained until resolution
of the audit findings. If the Florida Public Records Act is determined by SHERIFF to be
applicable to CONTRACTOR's records, CONTRACTOR shall comply with all
requirements thereof; however, no confidentiality o r non-disclosure requirement of
either federal or state law shall be violated by CONTRACTOR. Any incomplete or
incorrect entry in such books, records, and accounts shall be a basis for SHERIFF’S
disallowance and recovery of any payment upon such entry.
ARTICLE XVIII
NON-DISCLOSURE
18.1 Except upon prior written approval of SHERIFF or except as required by
law, including the Florida Public Records Act, if applicable, CONTRACTOR and its
subcontractors shall not furnish or disclose to any person or organizati on, (a) any
reports, studies, data, or other information provided by, or obtained from SHERIFF in
connection with the services performed under this Agreement, (b) any reports, studies,
recommendations, data or other information relating to, or made or deve loped by
CONTRACTOR or its subcontractors in the course of the performance of such Services
hereunder, or (c) the results of any such services performed, (d) any home addresses,
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images or phone numbers of any SHERIFF staff, employees, agents and/or contractors
that CONTRACTOR receives during the performance of this Agreement.
18.2 If either party is confronted with legal action or believes applicable law
requires it to disclose any portion of the other party's information protected hereunder,
that party shall promptly notify and assist the other (at the other party's expense) in
obtaining a protective order or other similar order, and shall thereafter disclose only the
minimum of the other party's Confidential Information that is required to be disclosed i n
order to comply with the legal action, whether or not a protective order or other order
has been obtained.
18.3 The parties acknowledge that a breach of the provisions of this Article XVIII
will result in immediate irreparable harm to the aggrieved party, and the aggrieved party
shall be entitled to immediate temporary, preliminary, and permanent injunctive or other
equitable relief.
18.4 Information shall not be considered to be Confidential Information if it: (i)
was independently developed by a party; (ii) becomes known to either party, without
restriction, from a third party; or (iii) is required by law to be disclosed, subject to
compliance with the procedure set forth below.
18.5 The provisions of this Article shall remain in full force and effect and
enforceable even after the expiration of this Agreement.
ARTICLE XIX
INDEPENDENT CONTRACTOR
19.1 Any of CONTRACTOR’s employees, subcontractors and any other
person(s) performing services pursuant to this Agreement (hereinafter referred to
collectively as “Staff”) shall be deemed as employed by CONTRACTOR, not SHERIFF.
19.2 Accordingly, SHERIFF shall not be responsible for or assume any liability
for any salaries, wages, or other compensation, contributions to pension funds,
insurance premiums, workers compensation funds, vacation, compensatory time, sick
leave benefits or any other amenities of employment to any of CONTRACTOR’s Staff.
19.3 CONTRACTOR shall have and maintain sole responsibility and control over
the rendition of services, training, standards of performance, discipline of personnel,
and other matters incident to the performance of its services, duties, and responsibilities
described and contemplated herein.
19.4 SHERIFF shall not be liable for, and CONTRACTOR agrees to indemnify
SHERIFF against any liability resulting from injury or illness, of any kind whatsoever, to
CONTRACTOR’s Staff during the performance of the services, duties, and
responsibilities contemplated herein.
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19.5 CONTRACTOR has the right to provide services to others or hold itself out
to the public as available to engage in agreements with others.
19.6 CONTRACTOR and its Staff shall at all times be an independent contractor
under this Agreement, rather than an employee, agent, or representative of SHERIFF,
and no act, action, or omission to act by CONTRACTOR or its Staff shall in any way
obligate or bind SHERIFF.
19.7 Nothing in this Agreement is intended nor shall be construed to create an
agency relationship, an employer/employee relationship, a joint venture relationship, or
any other relationship allowing SHERIFF to exercise control or direction over the
manner or method by which CONTRACTOR or its subcontractor perform hereunder.
SHERIFF shall neither have nor exercise any control or dire ction over the methods by
which the CONTRACTOR shall perform its work and functions other than as provided in
this Agreement. No party shall have the authority to bind the other or otherwise incur
liability on behalf of the other, unless otherwise agreed to in writing between
CONTRACTOR and SHERIFF.
19.8 CONTRACTOR will be responsible for having its Staff complete and submit
data forms required to obtain clearance prior to entering any of SHERIFF’s facilities.
Such forms shall be provided by SHERIFF.
19.9 CONTRACTOR agrees to abide by all of the security policies, procedures,
rules, and regulations promulgated by SHERIFF.
ARTICLE XX
CONTRACTOR’S STAFF
20.1 SHERIFF reserves the right to approve or reject, for any reason,
CONTRACTOR’s Staff providing services and e-services pursuant to this Agreement at
any time.
20.2 CONTRACTOR will maintain the continuity of the Staff assigned to provide
services pursuant to this Agreement throughout the term of this Agreement. All
CONTRACTOR Staff members who shall have access to the Worksite or deliver items
to/from Worksite shall be subject to a SHERIFF prescreening background check. Said
individuals will provide information and documents as requested by SHERIFF to submit
to such background checks. Failure to pass said background checks to the sole
satisfaction of SHERIFF, shall disqualify any CONTRACTOR Staff member from
providing services under this Agreement or accessing the Worksite. SHERIFF is under
no obligation to share or identify to CONTRACTOR or the subject individual any reason
for the failure of a background check unless required by applicable law.
20.3 In accordance with, §448.095, Florida Statutes, CONTRACTOR shall
register with and utilize the E-Verify System operated by the United States Department
of Homeland Security to verify the employment eligibility of all new employees hired
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during the term of the Agreement and shall expressly require any subcontractors
performing work or providing services pursuant to this Agreement to likewise utilize the
E-Verify System to verify the employment eligibility of all new employees hired by the
subcontractor during the term of this Agreement. If CONTRACTOR enters into a
contract with a subcontractor performing work or providing services on its behalf,
CONTRACTOR shall also require the subcontractor to provide an affidavit stating that
the subcontractor does not employ, contract with, or subcontract with an unauthorized
alien. Information on registration for and use of the E-Verify System can be obtained via
the internet at the Department of Homeland Security Web site: http://www.dhs.gov/E-
Verify.
CONTRACTOR shall, upon request, provide evidence of compliance with this provision
to SHERIFF. Failure to comply with this provision is a material breach of an
Agreement, and SHERIFF may choose to terminate the Agreement at its sole
discretion.
20.3 CONTRACTOR agrees that the services provided under this Agreement
shall be provided by Staff that are educated, trained, experienced, certified, and
licensed in all areas encompassed within their designated duties as required by
applicable law, rules and regulations. CONTRACTOR agrees to furnish SHERIFF with
any and all documentation, certifications, authorizations, licenses, permits, or
registrations currently required by applicable laws, rules or regulations. CONTRACTOR
further certifies that it and its Staff will keep all licenses, permits, registrations,
authorizations, or certifications required by applicable laws, rules or regulations in full
force and effect during the term of this Agreement. Failure of CONTRACTOR to comply
with this paragraph shall constitute a material breach of this Agreement.
20.4 At the request and discretion of SHERIFF, CONTRACTOR shall promptly
remove Staff providing services pursuant to this Agree ment.
20.5 CONTRACTOR agrees to defend, hold harmless and indemnify SHERIFF
and shall be liable and responsible for any and all claims, suits, actions, damages and
costs (including attorney's fees and court costs) made against SHERIFF, occurring on
account of, arising from or in connection with the removal and replacement of any Staff
performing services hereunder at the request of SHERIFF. Removal and replacement
of any Staff shall not require the termination and or demotion of such Staff.
20.6 CONTRACTOR agrees that CONTRACTOR will at all times employ,
maintain and assign to the performance of the work required hereunder a sufficient
number of competent and qualified professionals and other personnel to service the
needs of SHERIFF at the Worksite. The minimum number of CONTRACTOR personnel
shall be one (1) seamstress and one (1) on-site account liaison. Both shall each work a
minimum of forty (40) hours a week, to accommodate SHERIFF’s needs at the
Worksite, excluding SHERIFF designated holidays. CONTRACTOR Staff shall be neatly
groomed, with all tattoos covered, and wear a uniform that clearly designates
themselves as CONTRACTOR’S employees and may not wear or adorn any apparel or
markings or items related to SHERIFF or law enforcement, fire or rescue public safety.
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20.7 CONTRACTOR shall at all times cooperate with SHERIFF and coordinate
its respective work efforts to most effectively and efficiently progress the performance of
the work.
20.8 The Worksite is within a secured location and CONTRACTOR and its
employees and representatives shall follow all security procedures, rules and
regulations as to ingress/egress to and from the Worksite and its surrounding areas.
Access to the Worksite will be strictly limited to CONTRACTOR’S Staff that successfully
pass the background checks by SHERIFF.
ARTICLE XXI
PAYMENT OF TAXES
CONTRACTOR shall bear all responsibility for the payment of any federal, state or local
taxes and fees, if applicable, related to the business of CONTRACTOR and any
payments to CONTRACTOR’s Staff. It is understood by both parties that SHERIFF will
not, in any manner, be responsible for the aforementioned taxes or fees. It is further
understood and agreed that SHERIFF will not withhold any payroll taxes (i.e., federal
withholdings, FICA) from the payments to CONTRACTOR or its Staff.
ARTICLE XX
PUBLIC ENTITY CRIMES ACT, SCRUTINIZED VENDOR CERTIFICATION &
EVERIFY OBLIGATIONS
20.1 In accordance with the Public Entity Crimes Act (Section 287.133, Florida
Statutes), a person or affiliate, who has been placed on the convicted vendor list
maintained by the State of Florida Department of General Services following a
conviction for a public entity crime, may not submit a bid on a contract with the
SHERIFF, may not be awarded or perform work as a CONTRACTOR, supplier, or
subcontractors, under a contract with the SHERIFF, and may not conduct business with
the SHERIFF for a period of thirty six (36) months from the date of being placed on the
convicted vendor list. CONTRACTOR’S execution of this AGREEMENT acknowledges
CONTRACTOR’S representation that it has not been placed on the convicted vendor
list. Violation of this Article by CONTRACTOR shall result in termination of this
AGREEMENT and may cause CONTRACTOR debarment.
20.2 By signing this AGREEMENT, and the attached certification marked as
Exhibit F, CONTRACTOR certifies that it is not on the Scrutinized Companies that
Boycott Israel List, created pursuant to §215.4725, Florida Statutes, or engaged in a
boycott of Israel; and, for bids, proposals or contracts for goods or services of One
Million ($1,000,000.00) Dollars or more, that it is not on the Scrutinized Companies with
Activities in Sudan List or the Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria, per
§287.135, Florida Statutes. If SHERIFF determines, using credible information
available to the public, that CONTRACTOR has submitted a false certification,
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SHERIFF shall provide CONTRACTOR with written notice of its determination.
CONTRACTOR shall have ninety (90) days following receipt of the notice to respond in
writing and to demonstrate that the determination of fa lse certification was made in
error. If CONTRACTOR does not make such d emonstration within ninety (90) days after
receipt of the notice, SHERIFF shall bring a civil action against the CONTRACTOR. If a
civil action is brought and the court determines that the CONTRACTOR has submitted a
false certification, CONTRACTOR shall pay a civil penalty equal to the greater of Two
Million ($2,000,000.00) Dollars or twice the amount of the contract for which the false
certification was submitted, and all reasonable attorney fees and costs, including any
costs for investigations that led to the finding of false certification; and, CONTRACTOR
will be ineligible to bid on any contract with an agency or local governmental entity for
three (3) years after the date SHERIFF determined that CONTRACTOR submitted a
false certification, pursuant §287.135(5)(a) Florida Statutes.
20.3 In accordance with, §448.095, Florida Statutes, CONTRACTOR shall
register with and utilize the E-Verify System operated by the United States Department
of Homeland Security to verify the employment eligibility of all new employees hired
during the term of the Agreement and shall expre ssly require any subcontractors
performing work or providing services pursuant to this Agreement to likewise utilize the
E-Verify System to verify the employment eligibility of all new employees hired by the
subcontractor during the term of this Agreement. If CONTRACTOR enters into a
contract with a subcontractor performing work or providing services on its behalf,
CONTRACTOR shall also require the subcontractor to provide an affidavit stating tha t
the subcontractor does not employ, contract with, or subcontract with an unauthorized
alien. Information on registration for and use of the E-Verify System can be obtained via
the internet at the Department of Homeland Security Web site: http://www.dhs.gov/E-
Verify. Every Contractor shall, upon request, provide evidence of compliance with this
provision to the SHERIFF. Failure to comply with this provision is a material breach of
an Agreement, and the SHERIFF may choose to terminate the Agreement at its sole
discretion. CONTRACTOR may be liable for all costs associated with SHERIFF
securing the same services, inclusive, but not limited to, higher costs for the same
services and rebidding costs (if necessary).
ARTICLE XXII
ASSIGNMENT
This Agreement, or any interest herein, shall not be assigned, transferred or otherwise
encumbered by CONTRACTOR, under any circumstances, without t he prior written
consent of SHERIFF.
ARTICLE XXIII
WORKSITE PREMISES
SHERIFF and CONTRACTOR will mutually agree to su itable workspaces within the
structure known as the “Central Supply” building located at 2601 West Broward Blvd.
Fort Lauderdale, FL 33312 which is identified on Exhibit C hereto and will be “as-is,”
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provided that such workspaces are clean and safe environ ments in which to work.
Some of these workspaces may be shared use with SHERIFF and CONTRACTOR.
The agreed upon internal locations to be occupied or used by CONTRACTOR shall be
considered the “Worksite”. CONTRACTOR shall not conduct its business in a way to
damage the Worksite or overload its electrical capacity or create a fire/safety hazard.
CONTRACTOR will place its inventory inside the building’s structure as designated by
SHERIFF and this will be a shared space. CONTRACTOR burdens the risk of any type
of flood, leakage, fire, or other hazard that could befall the Worksite and/or designated
inventory locations and damage the CONTRACTOR’S Merchandise, goods, fixtures
and equipment. CONTRACTOR will add the Worksite and inventory designated area to
its insurance coverage to ensure against any form of premises liability, fire and/or flood
coverage. CONTRACTOR agrees that it will allow SHERIFF and any BROWARD
COUNTY representative and/or employee and/or agent access to the Worksite and
designated inventory area, with a twenty-four (24) hours’ advance notice if possible, for
purposes of inspection and/or inventory of the Merchandise and/or goods or for any
structural repairs burdened by SHERIFF or Broward County. Upon termination of this
Agreement for any reason, CONTRACTOR shall return the Worksite and designated
inventory locations back to SHERIFF broom swept clean immediately. Worksite and
inventory designated area shall be exclusively limited to servicing orders for SHERIFF
and/or SHERIFF employees and CONTRACTOR shall not be entitled to any type of
signage. The Worksite and inventory designated area shall solely be used in
furtherance of CONTRACTOR’s performance pursuant to this Agreement, and shall not
be used as a public store nor distributing warehouse for online orders not made by
SHERIFF or SHERIFF’s personnel or employees.
ARTICLE XXIV
NOTICE
Any notice hereunder by one party to the other party shall be given in writing by
personal delivery, facsimile, regular mail, or certified mail with proper postage, to the
party at the addresses designated in the Agreement. Any notice shall be effective on
the date it is received by the addressee. Either party may change its address for notice
purposes by giving the other party notice of such change in accordance with this
paragraph.
Notices shall be addressed as follows:
To SHERIFF: With copy to:
Colonel Oscar Llerena
Department of Administration
Broward Sheriff’s Office
2601 West Broward Boulevard
Fort Lauderdale, FL 33312
General Counsel Terrence Lynch
Office of the General Counsel
Broward Sheriff’s Office
2601 West Broward Boulevard
Fort Lauderdale, FL 33312
To CONTRACTOR: With copy to:
Michael Fadden, CEO
Galls, LLC
Galls Legal Departmentlegal-dept@galls.com
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1340 Russell Cave Rd
Lexington, KY 40505
ARTICLE XXV
THIRD PARTY BENEFICIARIES
Neither CONTRACTOR nor SHERIFF intend to directly or substantially benefit a third
party by this Agreement. Therefore, the parties agree that there are no third party
beneficiaries to this Agreement and that no third party shall be entitled to assert a claim
against either of them based upon this Agreement.
ARTICLE XXVI
FORCE MAJEURE
Neither party shall be liable to the other for any failure or delay in perfo rmance
hereunder due to circumstances beyond its reasonable control incl uding, without
limitation, Acts of God and governmental and judicial action not the fault of the party
causing such failure or delay in performance.
ARTICLE XXVII
AGREEMENT TERMS TO BE EXCLUSIVE
This written Agreement, including any Exhibits, Attachments and Schedules referred to
herein, contains the sole and entire agreement between the parties. The parties
acknowledge and agree that neither of them has made any representation with r espect
to the subject matter of this Agreement or any representations in ducing its execution
and delivery except such representations as are specifically set forth in this writing, and
the parties acknowledge that they have relied on their own judgment in entering into the
same. The parties further acknowledge that any stateme nts or representations that may
have been made by either of them to the other are void and of no effect and that neither
of them has relied on such statements or representations in con nection with its dealings
with the other. No “click on” or “click through” online agreements or terms/conditions
found on the Website or any other communication by and between the parties shall
alter, modify, supplement, or replace these terms and conditions contained within this
Agreement.
ARTICLE XXVIII
WAIVER OR MODIFICATION OF AGREEMENT
No waiver or modification of this Agreement or of any covenant, condition or limitation
contained herein shall be valid unless it is reduced to written form and dul y executed by
the parties. No evidence of any waiver or modification of the terms herein shall be
offered or received in evidence in any proceeding, arbitration, or litigation between the
1340 Russell Cave RoadLexington, KY 40505
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parties arising, in any manner, out of this Agreement, unless such waiver or modification
is in writing and duly executed by the parties.
ARTICLE XXIX
AGREEMENT GOVERNED BY LAW OF STATE OF FLORIDA
It is the parties’ expressed intent that this Agreement and its performance, as well as, all
suits and special proceedings relating to it, be construed in accordance with and
pursuant to the laws of the State of Florida. The laws of the State of Florida shall be
applicable and shall govern to the exclusion of the law of any other forum, without
regard to the jurisdiction in which any legal action or special proceeding may be
instituted, commenced or initiated. The venue in any proceeding or action among the
parties arising out of this Agreement shall be in Broward County, Florida. BY
ENTERING INTO THIS AGREEMENT, CONTRACTOR AND SHERIFF HEREBY
EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY
JURY OF ANY CIVIL LITIGATION RELATED TO OR ARISING OUT OF THIS
AGREEMENT AND/OR THE SERVICES PERFORMED UNDER THIS AGREEMENT.
IF A PARTY FAILS TO WITHDRAW A REQUEST FOR A JURY TRIAL IN A
LAWSUIT ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICES
PERFORMED UNDER THIS AGREEMENT AFTER WRITTEN NOTICE BY THE
OTHER PARTY OF VIOLATION OF THIS ARTICLE, THE PARTY MAKING THE
REQUEST FOR JURY TRIAL SHALL BE LIABLE FOR THE REASONABLE
ATTORNEY'S FEES AND COSTS OF THE OTHER PARTY IN CONTESTING THE
REQUEST FOR JURY TRIAL, AND SUCH AMOUNTS SHALL BE AWARDED BY
THE COURT IN ADJUDICATING THE MOTION.
ARTICLE XXX
MALICIOUS SOFTWARE & CYBER SECURITY
CONTRACTOR also represents and warrants that, CONTRACTOR’S
telecommunications systems, cloud hosting environment, software, codes, scripts,
formulas, calculations, work-flows, data and processes are delivered or provided to
SHERIFF, are free from malicious software, including but not limited to computer
viruses, malware, ransomware, spyware, etc. No portion of such telecommunications or
the media upon which data is stored or transferred has any type of undocumented
software routines or other elements which is intentionally designed to permit, allow or
cause any of the following:
(a) Unauthorized access to or intrusion upon;
(b) Disabling of;
(c) Erasure of; or
(d) Interference with
any hardware, software, data or peripheral equipment whether directly or by
transference. In the event of a breach of this repr esentation and warranty,
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CONTRACTOR shall pay for, and/or remedy or correct any damages, harm or
malfunctions caused by a breach of the above at no cost to SHERIFF. Prior to
performing any CONTRACTOR’S services, deliverables, software, formulas,
calculations, work-flows, codes, scripts and data and processes, CONTRACTOR shall
use commercially available industry acceptable anti-virus software to detect viruses in
said deliverables/items or upon any media on which such deliverables/items is provided
to SHERIFF.
ARTICLE XXXI
WEBSITE DEVELOPMENT AND OPERATION
CONTRACTOR, at CONTRACTOR’S sole cost and expense, shall develop and host an
interactive Website exclusively for the benefit of SHERIFF and its employees during the
entire duration of this Agreement. Said Website shall be built, programmed and
operated to suit SHERIFF and its employee’s specific needs for ordering any of the
Merchandise and goods. The Website shall have the following minimum additional
functions:
(a) Ability of individual SHERIFF employees and representatives to personally
order Merchandise to be shipped to either to the Worksite or one of BSO
Broward County Division Sub-Stations;
(b) User-friendly drop-down menus for ordering, with displays of Merchandise
and size and color options, and a check out cart for processing the final
order. Said drop down menus may be modified by SHERIFF directly as
needed to satisfy SHERIFF’s requirements;
(c) Display of SHERIFF logos and patches and color schemes to personalize
the Website to SHERIFF;
(d) An agreed upon report and notice function available to SHERIFF
supervisors of all orders and status of orders. The report function shall be
available to SHERIFF supervisors twenty-four (24) hours a day and
accurately reflect all orders placed with CONTRACTOR through the
Website. The reports must be generated in excel and .csv formats and
available for download by SHERIFF supervisors. The reports must include
fields that clearly identify each order, each piece of Merchandise ordered,
the delivery destination, any returns or changes to orders, the time the
order was placed, the identity of the person placing the order, the workflow
signoffs on each order and other pertinent information needed by
SHERIFF to track and manage Merchandise orders, and tracking
shipment information;
(e) An agreed upon workflow approval process to be initiated with the order
placement and include the employee’s supervisor and relevant SHERIFF
administrative personnel approvals. No orders shall be processed by
CONTRACTOR until the approval workflow process is finalized. Upon
finalization, that date and time will be considered the placement order
date/time for ordering and shipment purposes;
(f) A redundant back-up server system shall be used by CONTRACTOR to
recover all data and maintain ongoing functions if needed;
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(g) The Website shall be hosted by CONTRACTOR in a secure facility and
operable 24 hours a day, seven (7) days a week, with minimal downtime
for website maintenance, which shall occur during off hour usage;
(h) The Website, and all of its ordering, workflow and report functions, shall
be accessible by handheld devices, both Apple and Android, and
compatible with the latest handheld technology;
(i) Status e-mail alerts to both the ordering employee and his/her supervisors
as to the workflow approval process and the ordering date and the
shipment date. If any item is not in stock or cannot be provided, an
immediate e-mail notification to SHERIFF and/or the SHERIFF employee
will be generated and sent to both;
(j) All transactions shall be encrypted with sufficient industry security settings
and controls. If any security breaches occur or unauthorized ordering of
Merchandise occurs via the Website, an e -mail alert shall be sent to the
affected parties and the BSO Contract Administrator.
(k) The Website shall be password protected; a dedicated URL that is not
released to the general public and not searchable via search engine key
word searches. All communications and identities of Website users shall
remain confidential and only disclosed to the particular person placing the
order, their workflow approval supervisors, the BSO Contract
Administrator and other SHERIFF supervisory staff and command
personnel;
(l) The website shall have the ability to have multiple users with approval
levels by departments and/or users;
(m) A “1-800” customer service phone line, as well as email address,
displayed prominently on the Homepage;
(n) A system to detect and delete orders that are submitted by m istake
caused by a “double submission” by SHERIFF employees or
representatives within the same twenty-four (24) hour period;
(o) The ability to provide real-time stock, price, and lead time, and provide
SHERIFF with the ability to review order status in real time;
(p) Website must be accessible by all common Website browsers including
the latest versions of Microsoft Edge, Chrome and FireFox;
(q) Hosted resulting in SHERIFF’s data being stored off-site. Comply with the
following CALEA Standard if CONTRACTOR uses a service provider for
electronic data storage, a written agreement is established addressing:
• data ownership;
• data sharing, access and security;
• loss of data, irregularities and recovery;
• data retention and redundancy;
• required reports, if any; and
• special logistical requirements and financial arrangements;
(r) Website functions must be compatible with PeopleSoft for employee,
department inventory, location information etc…
SHERIFF grants CONTRACTOR a limited, revocable license to use SHERIFF logos,
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patches, badges and images, on the Website and to affix to the clothing and
merchandise that is being provided to SHERIFF under this Agreement subject to
SHERIFF approval of the use of these items on the subject website, and such license
shall terminate forthwith when this Agreement is terminated.
Further technical requirements relative to the parties’ duties concerning workflows, data
interfaces, computer operating, and hosting systems and structures shall be more fully
identified in the attached Exhibit E.
ARTICLE XXXII
MERCHANDISE WARRANTIES
CONTRACTOR represents and warrants that all Merchandise and goods sold to
SHERIFF and/or SHERIFF employees and delivered hereunder in accordance with this
Agreement are:
(a) manufactured and sold in compliance with all governmental laws, rules
and regulations applicable to CONTRACTOR; and
(b) manufactured in full compliance with all applicable import regulations
established by the US Customs Service and the Federal Trade
Commission; and
(c) warranted for the manufacture’s warranty period, to be free from material
defects and fit for their intended use and fit for their particular purpose. All
manufacturer’s warranty shall inure to the benefit of SHERIFF and/or
SHERIFF employees and CONTRACTOR shall assist with any efforts to
replace or repair said items under the manufacture’s warranties by
accepting the returned merchandise, replacing the same to SHERIFF
and/or SHERIFF employees and CONTRACTOR then dealing with the
manufacturer to seek warranty performance relative to the good;
(d) CONTRACTOR shall provide a 100% warranty on all seamstress and
alterations services for a period of thirty (30) days; and
(e) All implied warranties recognized under the Florida Uniform Commercial
Code apply.
ARTICLE XXXIII
PRESS RELEASE OR OTHER PUBLIC COMMUNICATION
Without written consent of SHERIFF, CONTRACTOR shall not:
(a) Issue or permit to be issued any press release, advertisement or literature of any
kind which refers to SHERIFF, or the work being performed hereunder, unless
CONTRACTOR first obtains the written approval of SHERIFF; and
(b) CONTRACTOR and its employees, agents, representatives, subcontractors and
suppliers will not represent, directly or indirectly, that any of CONTRACTOR’s
products, goods or services have been approved or endorsed by SHERIFF.
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ARTICLE XXXV
MISCELLANEOUS
35.1 CONTRACTOR shall comply with all statutes, laws, rules, codes,
ordinances, and regulations of any and all federal, state and local political bodies having
jurisdiction over the services provided herein.
35.2 In the event either party brings an action against the other to enforce any
conditions or covenant of this Agreement, the prevailing party in such action shall be
entitled to recover the court costs and reasonable attorneys' fees in the judgment
rendered in such action.
35.3 The preparation of this Agreement has been a joint effort of the parties and
the resulting document shall not solely as a matter of judicial construction be construed
more severely against one of the parties than the other.
35.4 In entering this Agreement, the parties represent that they have had a
reasonable opportunity to seek and select legal advice and have relied upon the advice
of their own legal representative, who is an attorney of their own choice, or have
voluntarily chosen not to seek the advice of an attorney, and that the terms of this
Agreement have been completely read and that those terms are fully understood and
voluntarily accepted by them.
35.5 The headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of the Agreement. All
personal pronouns used in this Agreement shall include the other gender, and the
singular shall include the plural, and vice versa, unless the context otherwise requires.
Terms such as “herein”, “hereof”, “hereunder”, and “hereinafter” refer to this Agreement
as a whole and not to any particular sentence, paragraph, or Article where they appear,
unless the context otherwise requires. Whenever reference is made to an Article of this
Agreement, such reference is to the Article as a whole, including all of the subsections
of such Article, unless the reference is made to a particular subsection or subparagraph
of such Article.
35.6 Should a dispute arise between the parties under or relat ing to this
Agreement, each party agrees that prior to initiating any formal proceeding ag ainst the
other (except for the seeking of injunctive relief), the parties will each designate a
representative for purposes of resolving the dispute. If the parties’ representatives are
unable to resolve the dispute within ten (10) calendar days, either party may, upon
written notice to the other party, require that the dispute be submitted to more senior
representatives of each party (“Senior Representatives”). The Senior Representatives
of each party shall meet as soon as possible to negotiate in good faith to resolve the
dispute.
35.7 All provisions of this Agreement relating to confidentiality, non-disclosure,
indemnity and insurance shall survive the expiration or termination of this Agreement.
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35.8 CONTRACTOR shall obtain all necessary permits and licenses required to
provide the services contemplated herein.
35.9 If any term or provision of this Agreement is found to be illegal and
unenforceable, such terms shall be deemed stricken and the remainder of the
Agreement shall remain in full force and effect.
35.10 The parties agree for purposes of this Agreement and any
amendments thereto, this Agreement may be executed in several counterparts, each of
which shall be deemed an original and all of which shall constitute one and the same
instrument, and shall become effective when counterparts have been signed by each of
the Parties and delivered to the other Parties; it being understood that all Parties need
not sign the same counterparts. Facsimile and electronic mail copies in “portable
document format” (“.pdf”) form are acceptable and shall constitute effective execution
and delivery of this Agreement as to the Parties and may be used in lieu of the original
Agreement for all purposes. Signatures of the Parties transmitted by facsimile or digital
signing process shall be deemed to be their original signatures for all purposes.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
[SIGNATURE PAGE TO FOLLOW.]
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AGREEMENT BY AND BETWEEN BROWARD COUNTY SHERIFF’S OFFICE AND
GALLS, LLC.
IN WITNESS, the parties hereby execute this Agreement on the date(s) set forth below:
GALLS, LLC
By: _________________________________ Date: ______________
____________________________________
Name/Title (Print)
EIN# ________________
GREGORY TONY, AS SHERIFF OF BROWARD COUNTY, FLORIDA
By: __________________________________ Date: ______________
Colonel Oscar Llerena, Executive Director
Department of Administration
Approved as to form and legal sufficiency subject to execution by the parties:
By: ___________________________________________
Terrence Lynch, General Counsel/Executive Director
Office of the General Counsel
Broward County Sheriff’s Office
Mike Fadden, Chief Executive Officer
8/15/2023
20-3545989
1340
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EXHIBIT A
RLI # 23013AG
ON-LINE WEB-BASED UNIFORM ORDERING SYSTEM AND ON-SITE
FACILITY
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EXHIBIT B
CONTRACTOR’S PROPOSAL
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EXHIBIT C
WORKSITE
CENTRAL SUPPLY BUILDING
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EXHIBIT D
MERCHANDISE SIZE & PRICE LIST
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EXHIBIT E
WEBSITE SPECIFICATIONS
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EXHIBIT F
DRUG FREE WORKPLACE CERTIFICATION
The undersigned vendor hereby certifies that it will provide a drug-free workplace
program by:
(1) Publishing a statement notifying its employees that the unlawful manufacture,
distribution, dispensing, possession, or use of a controlled substance is
prohibited in the offeror’s workplace, and specifying the actions that will be taken
against employees for violations of such prohibition;
(2) Establishing a continuing drug-free awareness program to inform its employees
about:
(i) The dangers of drug abuse in the workplace;
(ii) The vendor’s policy of maintaining a drug-free workplace;
(iii) Any available drug counseling, rehabilitation, and employee assistance
programs; and
(iv) The penalties that may be imposed upon employees for drug abuse
violations occurring in the workplace;
(3) Giving all employees engaged in performance of the contract a copy of the
statement required by subparagraph (1);
(4) Notifying all employees, in writing, of the statement required by subparagraph
(1), that as a condition of employment on a covered contract, the employee shall:
(i) Abide by the terms of the statement; and
(ii) Notify the employer in writing of the employee’s conviction under a
criminal drug statute for a violation occurring in the workplace no later than
five (5) calendar days after such conviction;
(5) Notifying Broward Sheriff’s Office in writing within ten (10) calendar days after
receiving notice under subdivision (4)(ii) above, from an employee or otherwise
receiving actual notice of such conviction. The notice shall include the position
title of the employer;
(6) Within thirty (30) calendar days after receiving notice under subparagraph (4) of
a conviction, taking one or more of the following actions with respect to an
employee who is convicted of a drug abuse violation occurring in the workplace:
(i) Taking appropriate personnel action against such employee, up to and
including termination; and/or
(ii) Requiring such employee to satisfactorily participate in and complete a
drug abuse assistance or rehabilitation program approved for such
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purposes by a federal, state, or local health, law enforcement, or other
appropriate agency;
and
(7) Making a good faith effort to maintain a drug -free workplace program through
implementation of subparagraphs (1) through (6).
______________________________ _________________________________
(Vendor Signature) (Company Name)
______________________________ _________________________________
(Print Name) (Address)
State of __________________
County of __________________
The foregoing instrument was acknowledged before me by means of ☐ physical
presence or ☐ online notarization, this _____ by
________________________________________, known to me to be the person
described herein, or who produced _____________________________________ as
identification, and who did/did not take an oath.
NOTARY PUBLIC:
_______________________________
(Signature)
_______________________________
(Print Name)
My commission expires: ___________
Galls, LLC
1340 Russell Cave Road, Lexington, KY 40505Mike Fadden, Chief Executive Officer
Kentucky
Fayette
15th
Mike Fadden
Tiffany Brewer
2/12/2027
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EXHIBIT G
SCRUTINIZED COMPANY CERTIFICATE
I, _________________________, as President of GALLS, LLC, am over 18 years
of age, have personal knowledge of the facts stated below and I am an owner,
officer, director, principal shareholder and/or I am otherwise a uthorized to bind the
forgoing person or business entity to a contract.
I hereby acknowledge that a company is ineligible to, and may not, bid on, submit a
proposal for, or enter into or renew a contract with an agency or local governmental
entity for goods or services if at the time of bidding or submitting a proposal for a new
contract or renewal of an existing contract or executing a new contract, the company:
• is on the Scrutinized Companies that Boycott Israel List, created pursuant
to §215.4725, or is engaged in a boycott of Israel; or
• is on the Scrutinized Companies with Activities in Sudan List or the
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector
List, created pursuant to §215.473, or is engaged in business operations
in Cuba or Syria, and the bid, proposal or contract is for goods or services
of One Million ($1,000,000.00) Dollars or more.
I hereby represent and certify that the forgoing named person or business entity is not
on the Scrutinized Companies that Boycott Is rael List or participating in a boycott of
Israel; and, for bids, proposals or contracts for goods or services on One Million
($1,000,000.00) Dollars or more, that Proposer is not on the Scrutinized Companies
with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria.
By: ____________________________
____________________________20___
Signature Date
_____________________________, President
Name (Print)
Federal Employer Identification Number: ____________________________
GALLS, LLC
1340 Russell Cave road
Lexington, KY 40505
Mike Fadden
Mike Fadden
20-3545989
23
August 15th
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EXHIBIT H
CONTRACTOR’S CUSTOMER SUPPORT MANUAL
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