2251 PBA 19/20-77 Uniforms & Equipment - Piggyback w/Broward Co SheriffCIT
SXRFORD
FINANCE DEPARTMENT
PURCHASING DEPARTME.NT
TRANSMITTAL MEMORANDUM
TO: City Clerk/Mayor
RE: PBA 19/20-77 Uniforms and Equipment
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
Development Order
Final Plat (original mylars)
Letter of Credit
Maintenance Bond
Ordinance
Performance Bond
Resolution
Once completed, please:
Z Return originals to Purchasing- Department
[—] Return copies
El
M Mayor's signature
t F -I Recordirla
:Safeng
en n
Safe
ep
�keeping (Vault
'Cl Y:
Deputy -Ci y anager
F-1 Payment Bond
Fj City Manager Signature
F-1 City Clerk Attest/Signature
F-1 City Attorney/Signature
Special Instructions: Piggybacking Broward County Sheriff's Dept., Will not be exceeding
50k threshold
Li,,A.dy�y r3ojaolzi4e-v-
From
SharePoint—Finance—Purchasingjorins - 2018.doc
8/13/2020
Date
Cllant#- 1778682
nRPFNFRFinf
ACORD. CERTIFICATE OF LIABILITY INSURANCE
FDATE(MMIDDiYYY1�
3111/2020
THiS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING iNSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: if the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terns and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer any rights to the certificate holder In lieu of such endorsement(s).
PRODUCER
YE"
USI insurance Services LLC
312 Elm Street, 24th Floor
Cincinnati, OH 45202
513 852-6300
Ho 513 852-6300 AIC N.)- 513 852-6428
E L
Dom'
naso s AFFORDING COVERAGE NAIc s
INSURER At QuInsuran=c0mantum 39217
INSURED
Galls, LLC
1340 Russell Cave Road
Lexington, KY 40505
INSURERS: G--atC-Retrycwn4sV9Iw+awa u, 24414
INSURER C: -1-u—company 37257
INSURER D: ma cnueaaad h-- C --MW 110677
INSURERE: Grcuaawrkaeea9taauraaaocanpmy 37532
INSURER F
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER!
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
MI
TYPE OF INSURANCE
AM
INSR
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POLICY NUMBER
U EF
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UNITTS
A
X cOMMERc" GENERAL UABtLrY
CLAWS -MADE aX OCCUR
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CGA1365959
3/0112020
03101/2021
EACH OCCURRENCE 51000,000
I aENTEOnos s1 40O 000
MED W (My one rear) $10.000
PERSONAL & ADV INJURY S1,000,000
GEN1 AGGREGATE UMIT APPLIES PER
PoucY D JEcTT FK LOC
GENERAL AGGREGATE $2,000,000
PRODUCTS -CoMPJOPAGG 52,000,000
S
OTHER
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A
AUTOMOBILEUABtUTY
X
X
CBA1365959
3/01/202003/0112021
COMBiN IN LIMIT $1,000,000
BODILY INJURY (Per person) S
X
ANY AUTO
X
DS ONLY UTOESDULED
HIRED X NON -OWNED
AUTOS ONLY AUTOS ONLY
BODILY INJURY (Per soddent) S
PROPERTY DAMAGE S
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CCU1365959
3101/2020
03101120211
EACH OCCURRENCE $10.000.000
AGGREGATE S1010001000
EXCESS UAB
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DER I X RETENTION 510 000
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WORKERS COMPENSATION
AND EMPLOYERS' UABIUTY Y J N
ANY PROPRIETORIPARTNERIEXECUTIVEE.L.
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$15,000,000 Limit
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$3,000,000 Limit
DESCRIPTION OF OPERATIONS I LOCATIONS i VEHICLES (ACORD 101, AddWonal Remarks Schedule, may be attached U more space!: raquhad)
The General Liability policy includes an automatic Additional Insured endorsement that provides Additional
Insured status to the Certificate Holder, only when there is a written contract that requires such status,
and only with regard to work performed on behalf of the named insured. The General Liability policy contain
a special endorsement with Primary and Noncontributory wording, when required by written contract.
City Of Sanford
Attn: Purchasing Manager
P.O. Box 1788 (300 N. Park
Avenue)
Sanford, FL 32771
ACORD 25 (2016103) 1 of 1
#S28183412iM28117946
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
631988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
HKYZP
Galls LLC Piggyback Contract (PBA 19/20-77) Relating To Uniforms And
Equipment
The City of Sanford ("City") enters this "Piggyback" Contract with Galls LLC, a
Delaware limited liability company, (hereinafter referred to as the "Vendor"), whose
corporate address is 1340 Russell Cave Road, Lexington, Kentucky 40505, and whose
mailing address is Post Office BOX 55208, Lexington, Kentucky 40555, under the terms
and conditions hereinafter provided. The City and the Vendor agree as follows:
(1). The Purchasing Policy for the City of Sanford allows for "piggybacking"
contracts. Pursuant to this procedure, the City is allowed to piggyback an existing
government contract, and there is no need to obtain formal or informal quotations,
proposals or bids. The parties agree that the Vendor has entered a contract with the
Sheriff of Broward County, Florida, said contract being identified as the "BSO RLI#
14036AG Web Uniform and Equipment Purchasing Program For Broward Sheriffs
Office (RI -1)", as may have been amended from time -to -time, in order for the Vendor
to provide an array of uniforms and equipment and related goods and services to the
City as the City may deem desirable under the provisions of this Contract (the original
contract being referred to herein as the "original government contract").
(2). The original government contract documents are incorporated herein by
reference and is attached as Exhibit "A" to this Contract. All of the terms and
conditions set out in the original government contract are fully binding on the parties
and said terms and conditions are incorporated herein; provided, however, that the
City will negotiate and enter work orders/purchase orders with the Vendor in
accordance with City policies and procedures for particular goods and services. All
pricing shall be F.O.B., City Hall, City of Sanford with most favored nation pricing.
(3). Notwithstanding the requirement that the original government contract
is fully binding on the parties, the parties have agreed to modify certain technical
provisions of the original government contract as applied to this Contract between
the Vendor and the City, as follows:
(a). Time Period ("Term") of this Contract: (state N/A if this is not applicable).
N/A. Notwithstanding any provisions of the original government contract, however,
this Contract shall not be operative for a period of time exceeding 5 years.
(b). Insurance Requirements of this Contract: N/A.
(c). Any other provisions of the original government contract that will be
modified: (state N/A if this is not applicable). N/A.
(d). Address change for the City: Notwithstanding the address and contact
information for the government entity as set out in the original government contract, the
Vendor agrees that he/she/it shall send notices, invoices and shall conduct all business
with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue;
Sanford, Florida 32771. The City Manager's designated representative for this Contract
is:
Ms. Marisol Ordohez
Purchasing Manager
Finance -Purchasing Division
City of Sanford
Post Office Box 1788
Sanford, Florida 32772
Phone: 407.688.5028
E-mail address: Marisol.Ordonez@Sanfordfl.gov
(e). Notwithstanding anything in the original government contract to the
contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between
the parties arising out of this Contract shall be in Seminole County, Florida in the Court
2
of appropriate jurisdiction. The law of Florida shall control any dispute between the parties
arising out of or related to this Contract, the performance thereof or any products or
services delivered pursuant to such Contract.
(f). Notwithstanding any other provision in the original government contract to
the contrary, there shall be no arbitration with respect to any dispute between the parties
arising out of this Contract. Dispute resolution shall be through voluntary and non-binding
mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole
County, Florida, with the parties bearing the costs of their own legal fees with respect to
any dispute resolution, including litigation.
(g). All the goods and services to be provided or performed shall be in
conformance with commonly accepted industry and professional codes and standards,
standards of the City, and the laws of any Federal, State or local regulatory agency.
(h).
(i). IF THE CONTRACTORIVENDOR HAS QUESTIONS
STATUTES, TO THE CONTRACTOR'S (VENDOR'S) DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, TRACI
HOUCHIN, MMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY HALL,
it # - , •'� #• �j
TRACI.HOUCHIN@SANFORDFL.GOV.
3
(11). In order to comply with Section 119.0701, Florida Statutes, public
records laws, the Vendor must:
(A). Keep and maintain public records that ordinarily and necessarily would
be required by the City in order to perform the service.
(B). Provide the public with access to public records on the same terms and
conditions that the City would provide the records and at a cost that does not exceed
the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.
(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.
(D). Meet all requirements for retaining public records and transfer, at no
cost, to the City all public records in possession of the Vendor upon termination of
the contract and destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. All records stored
electronically must be provided to the City in a format that is compatible with the
information technology systems of the City.
(111). If the Vendor does not comply with a public records request, the City
shall enforce the contract provisions in accordance with this Agreement.
(IV). Failure by the Vendor to grant such public access and comply with public
records requests shall be grounds for immediate unilateral cancellation of this
Agreement by the City. The Vendor shall promptly provide the City with a copy of any
request to inspect or copy public records in possession of the Vendor and shall
promptly provide the City with a copy of the Vendor's response to each such request.
11
(i). All other provisions in the original government contract are fully binding on
the parties and will represent the agreement between the City and the Vendor.
Entered the date last set forth below or, in the event that the Vendor fails to date,
the date of execution by the City.
Attest:
Galls LLC, a Delaware limited liability
company.
By
Witness _#I Signature Da L ve
Printed Name: —Tiffany Brewer Chief Financial Officer
Date: 7/30/2020
_,Witrress # 2 -Signature
Printed Name: Justin Penman
Attest
a60,MaW_Xw, M MOI Fe W
Traci Houchin, City Clerk, MMC, ECRM
Approved as to form and legalpff�iency
am L. Colbert City Attor ey
5
City Of Sanford
BY: / f/W;1"[ 'I
Art 6odruff, or
[Attach original government contract]
DocuSign Envelope ID: C79DADOD-391D-40F5-B60A-7743F6EE9E82
DocuSign Envelope ID: AE5D1B3B-59A3.4284-BBFO-5F157CF8DAE4
FOURTH AMENDMENT
BY AND BETWEEN
GREGORY TONY, AS SHERIFF OF BROWARD COUNTY, FLORIDA
AND
GALLS. LLC.
This Fourth Amendment is made and entered this 1 st day of October _, 2019, by and
between GREGORY TONY, AS SHERIFF OF BROWARD COUNTY (hereinafter referred to as
"BSO"), and Galls, LLC., a Delaware Limited Liability company with offices at: 1340 Russell Cave Road,
Lexington, KY 40505 ("CONTRACTOR") (collectively hereinafter referred to as "Parties").
RECITALS:
WHEREAS, on or about July 31, 2015, the Parties entered into an agreement for web uniform
and equipment purchasing program; the agreement set forth specific prices for merchandise
identified in Exhibit A and;
WHEREAS, on or about July 18, 2016, the Parties entered into a First Amendment increasing the
prices identified in Exhibit A; and
WHEREAS, on or about October 24, 2017, the Parties entered into a Second Amendment
increasing the prices identified in Exhibit A; and
WHEREAS, on or about March 3, 2019, the Parties entered into a Third Amendment increasing
the prices identified in Exhibit A ( the agreement, First Amendment, Second Amendment, and Third
Amendment are hereinafter referred to collectively as the "Agreement"); and
WHEREAS, the Parties are now mutually desirous of amending the consideration payable to the
CONTRACTOR under the Agreement to reflect market conditions affecting labor, utility and shipping
costs; and
NOW THEREFORE, in consideration of the mutual terms, conditions, promises, covenants and
other good and valuable consideration of which is hereby acknowledged, the Parties agree as follows:
1. The foregoing recitations are true and correct and are incorporated herein by reference.
2. Exhibit A is replaced in its entirety with the attached Exhibit A, which has been revised to
reflect a 2% increase on all Edwards items; 3% increase on all Fechheimer items; 3%
increase on all Smith & Warren items; 3% increase on all Red Kap, Horace Small,
Vertex items; and 1.4% increase on all other items supplied by CONTRACTOR effective
October 1, 2019.
3. Except as otherwise set forth herein, the terms and conditions of the Agreement, shall
remain in full force and effect between the Parties. In the case of a perceived conflict
between the terms of the Agreement and this Fourth Amendment, this Fourth
Amendment shall govern.
4. The Parties agree for purposes of this Amendment, the Amendment 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
Page 1 of 25
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ommeign Envelope ID: as5131 57CpmDAE4
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 nlei| copies in "portable document formof (".odf1 form are acceptable and
shall constitute effective execution and delivery of this Amendment as to the Parties and
may be used in lieu of the original amendment for all purposes. Signatures of the Parties
transmitted byfacsimile shall badeemed tobotheir original eiQnotunaaformUpurpoama.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Page 2 of 25
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DS
-(p
IN WITNESS WHEREOF, the Parties execute this Fourth Amendment on the date(s) set forth below:
Galls, LLC.
Michael Wessner, CEO
)1 tid
presentative / Signator name/title
FEI # 20-35345989
GREGORY TONY, AS SHERIFF OF BROWARD COUNTY
Date- 10/1/2019
OoeuSlgnad b
By: Date:
Colonk-Affitirft9lbs
Department Administration
Approved as to form and legal sufficiency
subject to execution by the Parties:
10/11/2019 1 15:41 PM EDT
OocuSlgned by:
By: Date: 10/5/2019 1 06:00 AM PDT
Terre-n—
General Counsel/Executive Director
Page 3 of 25
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EXHIBIT A
May 20, 2,019
Attn. Atirer M Gil
Put x hls'.jflg Division
&-ow.Ard comly Sheriff
2601 W Broward Blvd
Fort Lioderdalo.. FL 33312
RF- Ccintrwx 01 406AG - 11elluest for Pric.. lfwrr:*wr
(".0k, 1, f,C ill 1h, 11 1J)PY It, f-f4irtV Colit, :wt 91 1 Wit) ;,rite fti.k,
dw to ifit rk•'klvd
(iWav"Ifid im reaw on !h'.
,sy CaUN r,It 010 C"VAr'll't
FAwards -'2" k=,+ lacru.'),se jwr Letter
VvOutt,riMer- Ncrr ase per Letter
Smith & Wat wit - 3% tri, per Letter
Red iuip, I forace Small. V. -rte rease
M oth,,t Cpj
V#1 two asseti Caw RC�w
C#*0'9,w,-,XY4I)505
As vyidriu:k� of t1w iltime and foryotir
, fintl vriclfx:ed tits etirwafthan
,ttilporting this o-tpv.,1L Akwi.encjast-il is an opfLited pricitig %vitedule detailing the
This reqtw�,,t is in Lit conga rice - ith the Conzinict and lfapproved will take elfet - on the
effintivedate Ofthe rer.% �fl rerrm
Nv.t�,e direct all qm,o k+ ns to Chi GMhaM at or 859-1300-1350,
we .lpprt-i, late your attention to this importaint tuatter.
Tiffa fly R r,
Senior Manigcr Contrart Crfmpfia,a.,,
GaN%,
Lf'ldtlsur�: Updated ill t; --dist
W`wr M,t -amenfation
PROOOTO Sylitt"I
Page 4 of 25
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Galls
Karen Randois
1340 Russell Cave Road
Lexington, KY40505
Dear Karen,
September 25, 2018
We are sending you this letter as an official notification that Edwards will be increasing some of
our prices this fall, The increase is mostly in suiting and neckwear and the average increase is
2.96-3%. In addition, Edwards has also lowered the price on a number of key pieces, including
outerwear,
Per our agreement with Galls, we are providing you a 120 -day notice. While Edwards will make
the price Increase on October 1, 2018 we wilt hold Galls current pricing through February 28111,
2019.
We appreciate your business and we will strive to continue to provide the best ievel of service
and competitive pricing.
Please see enclosed list of the styles that are affected.
Rest Regards,
R" &
?tick
Cesere, Executive Vice President
Edwards Garment Company
Direct Line: 263-910-74.30
Page 6 of 25
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F9 S 0
ecnim .. 1, e i mUe, r
December 12, 2018
G4116
Attn: Karen Rondols
1340 Russell Cave Road
Lexington, KY 40505
Deaf Karen,
This letter is to confirm that in January 2019 there will be a list price increase on all Fechheirrier lFlying
Cross and Vertxj styles, The price increase vAII be approximately 1.1 x. Thlzv is in result of increases in
materials, trim, labor, and overhead.
If there are any questions or additional information that is needed please feel free to contact me.
Sincerely,
p.
Brian Duffy
VP, Customer Service
4545 Malshar� Raid Cmc:nr,4t:, Qhicc 5S242 =4x: WwvvfL--'I'he:m�'txom
Page 7 of 25
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SMITH & WAR" REN
TW -4, D, T l C,1 ,,4 L ' X 1- F. E, L Z N C F- K; f F, C L ' E, L b
May 18, 2019
Re: Price Increase — Broward County Sheriff's Office
To whom it may concern,
The price, increase on Smith & Warren items in 2019 is 310. The price increase
for the, Broward County Sheriffs Office contract will be effective as of October 1,
2019. This will include the badges and collarbrass items, supplied to Galls under
the contract.
The primary driver of the annual increase has been the rising cost of direct labor
in the State of New York.
If you have any questions please direct them to;
Lee Galperin
Smith & Warren
Page 8 of 25
DocuSign Envelope ID: C79DADOD-391D-4OF5-B60A-7743F6EE9E82
DocuSign Envelope ID: AE5D1 B3B-69A3-4284-BBFO-5F1 57CF8DAE4
January 14, 2019
Dear Valued Customer,
Please - rind enclosed your 2019 Topps price list.
Recently, we have been confronted by several increases in the costs of different
raw materials used In the manufacture of our garments, on December 1, 2018,
DuPont Protection Solutions, the sole supplier to our industry of Nomex & Kevlar
fibers increased their prices. This increase was surprising, as such increases
typically have not occurred until January each year, increases in the cost of all
fabrics have followed which make adjustments to garment prices necessary.
Markets for the raw materials used In our garments are unstable at this time as
we have been advised that further increases may occur as a result of the
imposition of tariffs an chemicals used In fabric production. We have been
informed that raw material costs are only valid for 6 months pending clarification
of the above.
We thank you for your continued support and look forward to servicing your
needs in the year ahead.
St Nerely,
'y
SAFETYAPPAREL, INC.
Alan D. Dorrell
President
Page 9 of 25
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VF Imaq*w*ar, Inc.
41zr?iQ0 Viivp
, ewi"d4o 37214
VF I Magewear 2019 Pricing
This letter [a to address pricing that wit go into offact April 1, 20119. We will incur a slight
increase in our prices by brand,
• Red Kap — average of 3.0%
• Bulwark — average of 3.0%
•
(trace Small — average of 3,0%
• Workrite — average of 10%
The adjustment was taker) in response to rising fabric costs primarily driven by cotton,
significant labor increases in manufacturing due to competition and inflation, as well as
overhead increase due to energy costs.
Please know that we take our responsibility to control pricing very seriously. We will continue to
%vork hard with our supplier partners, our manufaciurIng plants and with our management staff
to find ways to lower our total costs,
Thank you for your business,
Sincerely,
VF Ifnagewear
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AGREEMENT
by and between
THE BROWARD SHERIFF'S OFFICE
mi
GALLS LLC
THIS AGREEMENT entered into this 31st day of JulY, 2015 by and between
the Broward Sheriff's Office (hereinafter referred to as "BSO") and Galls, LLC, a
Delaware limited liability company with offices at 1340 Russell Cave Rd., Lexington
Kentucky 40505 (hereinafter referred to as "CONTRACTOR").
In consideration of the terms and conditions contained herein, BSO and
CONTRACTOR covenant and 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 BSO — means the Broward Sheriffs Office.
1.3 BSO Contract Administrator - The designee of BSO 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. The Contract Administrator is
Captain Jonathan Appel and/or his designee.
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.
1.6 Merchandise — means those goods represented on Exhibit A along with
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any other goods that are ordered by BSO from CONTRACTOR.
1.7 Website — means the unique partner "turnkey" ordering website that will
be for the sole use of BSO 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 B hereto
ARTICLE II
SCOPE OF SERVICES
CONTRACTOR is hereby retained to provide to BSO the services under the terms and
conditions set forth in this in the following:
a. This document;
b. The BSO RLI# 14036AG Web Uniform and Equipment Purchasing Program For
Broward Sheriffs Office (RLI) which is attached hereto and marked as Exhibit C
In the event of a conflict between the terms and conditions of any of the above
documents, this document controls, then the RLI in that order.
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 BSO's satisfaction for the agreed compensation. The quality
of CONTRACTOR's Deliverables provided to or on behalf of BSO shall be comparable
to the best local and national standards.
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3.4 CONTRACTOR will provide a drug-free workplace program in accordance
with the Drug Free Workplace certification attached as Exhibit D and incorporated
herein.
3.5 Time is of the essence in CONTRACTOR'S performance of this
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 BSO 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 BSO.
ARTICLE V
TERM
5.1 This Agreement and CONTRACTOR'S performance shall commence on
August 17, 2015 and remain in full force and effect through August 16, 2018. Partial
Performance by CONTRACTOR shall commence as soon as possible but no later then
August 17, 2015. Partial Performance by CONTACTOR shall be defined as hiring and
placement of a seamstress at the Premises, hiring and placement of a manager at the
Premises, completion of the website and online ordering processes for BSO's
evaluation and testing, and commencing the occupation of the Premises with
equipment. Full Performance by CONTRACTOR shall commence as soon as possible
but no later than October 1, 2015. Full Performance by CONTRACTOR means
providing all the services contained within this Agreement. Full Performance may be
delayed to accommodate any occupational or business license issues which are beyond
the control of the CONTRACTOR and will be immediately resolved by CONTRACTOR
relative to occupying the Premises. Full Performance may also be delayed to
accommodate any technical issues with the website and online ordering process that
are identified in BSO'S evaluation and testing periods, which will be corrected by
CONTRACTOR immediately. CONTRACTOR agrees to use all efforts to correct any
issues that delay the CONTRACTOR'S Full Performance. If Full Performance by
CONTRACTOR within ten (10) business days after October 1, 2015, due to one of the
forgoing reasons or occurrences has not occurred, BSO may, at its sole option,
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terminate this Agreement at any time thereafter, so long as it first provides written notice
to CONTRACTOR with ten (10) days to cure. If CONTRACTOR does not cure within
such ten (10) days, CONTRACTOR may seek replacement vendors for these services
5.2 This Agreement shall automatically renew up to five (5) one (1) year
options if BSO fails to provide Contractor with a written termination notice at least thirty
(30) days before the expiration date of any term, subject to BSO's ongoing right to
terminate for convenience as more fully explained in section 11.2 of this Agreement
during any term or renewal term.
ARTICLE VI
INVENTORY LEVELS
CONTRACTOR acknowledges that BSO is entering this Agreement upon the
representations that CONTRACTOR will keep a fully stocked inventory of Merchandise
exclusively available for BSO'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 BSO 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 BSO's ongoing business operations that require timely delivery
of ordered uniforms for its workforce. BSO 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 BSO representatives
annually shall be burdened by CONTRACTOR.
CONTRACTOR agrees to inform BSO promptly if it cannot fulfill an order within seven
(7) calendar days of order placement.
ARTICLE VII
CONSIDERATION
7.1 BSO agrees to purchase the Merchandise as needed, and in quantities as
determined by BSO, at the prices reflected in Exhibit A hereto.
7.2 CONTRACTOR will provide an itemized invoice to BSO for all charges and
products sold on a monthly basis based on the rates reflected on Exhibit A hereto. If
an item is ordered by BSO and/or BSO employees and is not reflected on Exhibit A
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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.
7.3 CONTRACTOR shall submit an original invoice plus one (1) copy to the
BSO's Finance Department identifying the Deliverable(s) and Merchandise ordered and
received by BSO and any other information requested by the BSO's Finance
Department with payment due by BSO within thirty (30) days of receipt of a properly
submitted invoice. A properly submitted invoice is one where BSO does not have any
objections. BSO shall have the right to provide written objections to an invoice within
ten (10) calendar days of BSO'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.
7.4 The prices quoted in Exhibit A hereto may not be increased for the first
year term. Thereafter, CONTRACTOR may increase prices by providing BSO a
replacement Exhibit A 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 A within this
time period shall result in the CONTRACTOR keeping the then current prices reflected
on the current Exhibit A to this Agreement for the entire next year term.
CONTRACTOR increases in charges for Merchandise are limited to any increased
costs from its suppliers, provided that charges shall not be increased beyond yearly CPI
increases or 3% per year, whichever is lower.
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 BSO 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 BSO's contracting officer or representative, the CONTRACTOR must
show that the prices offered to BSO 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 BSO throughout the
term of the contract. Any price reductions offered to other CONTRACTOR's customers
must be offered to the BSO if similar item quantities are involved
7.6 There shall be no minimum or maximum order of Merchandise by BSO
contemplated under this Agreement by the parties. BSO 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 BSO or BSO employee order placement date, in which case BSO and/or
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the BSO employee has the right to cancel the order placed with CONTRACTOR with e-
mail notice to CONTRACTOR prior to BSO receiving the Merchandise;
(B) CONTRACTOR does not supply speciality items required by BSO
(C) Any item that is not a standard apparel cloth or fabric item worn as outer
clothing by BSO employees (ie. Utility belts, collar brass, any equipment item, gloves,
etc..)
(D) Any items not reflected on Exhibit A or items that are not required
standard issued uniforms by BSO or goods that are for personal use by BSO
employees or not designated as "core" items.
Notwithstanding the foregoing, BSO 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 BSO.
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
of doing business. CONTRACTOR shall not, in any manner, incur indebtedness on
behalf of BSO. All costs for shipping the Merchandise to the Worksite and/or the
Broward County Division Sub -Stations Locations shall be burdened by CONTRACTOR.
All costs for Merchandise returns brought by BSO 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 BSO
Broward County Division 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 A 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;
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(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
INDEMNIFICATION
9.1 CONTRACTOR shall indemnify, hold harmless and defend BSO, 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.
9.2 Nothing in this Agreement is intended nor shall it be construed or
interpreted to waive or modify BSO's immunities and limitations on liability provided for in
Florida Statutes Section 768.28 as now worded or as may hereafter be amended.
9.3 The above indemnification provisions shall survive the expiration or
termination of the Agreement.
ARTICLE X
INSURANCE
10.1 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.
10.2 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.
10.3 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
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Organization endorsement, or similar endorsement to the liability policies.
10.4 All insurance policies shall be on an occurrence/aggregate basis and shall
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.
10.5 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. Policies) must be endorsed with waiver of
subrogation against BSO and Broward County.
b. Commercial General Liability Insurance. CONTRACTOR shall carry
Commercial General Liability Insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence combined single limit 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. Professional Liability (Errors and Omissions) Insurance: CONTRACTOR
shall carry Professional Liability coverage for it and its employees that has a
per occurrence limit of not less than Two Million Dollars ($2,000,000). If the
CONTRACTOR has coverage in greater amounts or if the nature of the
agreement requires additional insurance, then the limits will be increased.
d. 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
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endorsements, as filed by the Insurance Services Office, and must include
owned vehicles and hired and non -owned vehicles.
e. 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.
10.6 CONTRACTOR shall provide BSO's Director of Risk Management and
BSO'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 BSO. Said policies shall specifically name BSO, 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.
10.7 The certificate of insurance evidencing the types of insurance and
coverages required by this Article will be provided to BSO prior to CONTRACTOR being
allowed access to the site and commencing services under this agreement.
10.8 CONTRACTOR's insurance policies shall be endorsed to provide BSO 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 Sheriffs Office
Attn: Lt. Col. Harrington
Department of Administration
2601 West Broward Boulevard
Fort Lauderdale, Florida 33312
M
Broward Sheriffs Office
Attn: Director of Risk Management
2601 West Broward Boulevard
Fort Lauderdale, Florida 33312
10.9 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
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obtaining an extension of coverage commonly known as a reporting endorsement or tail
coverage.
10.10 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.
10.11 The provisions of this Article shall survive the expiration or termination of
this Agreement.
10.12 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 BSO until such time that BSO has
received satisfactory evidence of reinstated coverage of the types and coverages
specified in this Article that is effective as of the lapse date. BSO, in its sole discretion,
may terminate the Agreement immediately and no further payments shall be due to
CONTRACTOR.
ARTICLE XI
TERMINATION
The Agreement may be terminated upon the following events:
11.1 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.
11.2 Termination Without Cause. BSO 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 BSO elects to terminate this agreement pursuant to this provision, BSO
shall only pay that portion of any unpaid Merchandise that has been ordered by BSO
and/or its employees prior to the termination date or that has been modified (i.e.
hemmed, embroidered, patched, or otherwise embellished specifically for BSO) 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
BSO.
11.3. Termination for Cause. In the event of a material breach, either party
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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, BSO's policies and procedures
concerning which CONTRACTOR was given prior written notice clearly labeled as
important or the terms and conditions of this Agreement.
11.4 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, BSO may provide CONTRACTOR with thirty (30) calendar
days written notice of termination. Nothing in this Agreement shall be deemed or
construed to prevent the parties from negotiating a new Agreement in this event. If
termination occurs under this provision by BSO, BSO shall only pay that portion of any
unpaid Merchandise that has been ordered by BSO and/or its employees prior to the
termination date or that has been modified (i.e. hemmed, embroidered, patched, or
otherwise embellished specifically for BSO) 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.
11.5 Immediate Termination by BSO. BSO, in BSO'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; or
4. CONTRACTOR fails to maintain insurance in accordance with the
Insurance Article of this Agreement.
If termination occurs under this provision by BSO, then BSO shall not be responsible for
paying any consideration or future consideration under this Agreement to the
CONTRACTOR. If termination occurs, BSO may elect to purchase any, all or a portion
of the Merchandise in stock at the Worksite at the agreed upon rates in Exhibit A.
11.6 Ownership of Data: All data on orders, shipments and payments shall
be the property of BSO and transferred to BSO upon termination of this agreement, or
upon request by BSO, for any reason, in a format usable by BSO and that
CONTRACTOR can reasonably provide. Notwithstanding the foregoing,
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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 X11
SUBCONTRACTORS
12.1 CONTRACTOR may not subcontract the performance of its obligations set
forth herein without the prior written approval of BSO.
12.2 Prior to entering into any subcontract, CONTRACTOR will provide written
notice to BSO 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 BSO.
12.3 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 BSO or any obligation on the part of BSO
to pay or to see the payment of any monies due any subcontractor.
12.4 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.
12.5 CONTRACTOR will obligate its subcontractors to the same terms and
conditions as set forth herein.
12.6 BSO shall have the right to withdraw its consent of any subcontract if it
appears to BSO 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 BSO copies of all subcontracts. Notwithstanding, the foregoing shall
neither convey nor imply any obligation or liability on the part of BSO to any
subcontractor hereunder.
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ARTICLE XIII
CIVIL RIGHTS REQUIREMENTS
13.1 CONTRACTOR shall comply with all applicable sections of the Americans
with Disabilities Act.
13.2 CONTRACTOR's 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.
13.3 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 XIV
CRIMINAL HISTORY
14.1 CONTRACTOR represents that its principal owners, partners, and corporate
officers do not have any past felony criminal convictions or any pending criminal
charges. CONTRACTOR has disclosed all such convictions or pending criminal
charges to BSO and further agrees to disclose any future convictions or pending
criminal charges.
14.2 BSO 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 XV
RECORDS
15.1 If the Florida Public Records Act is determined by BSO 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 which led to BSO overpaying for time and materials services
shall be a basis for BSO's disallowance and recovery of any overpayment upon such
entry.
15.2 BSO shall have the right to audit the books, records, and accounts of
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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 BSO 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 BSO in written form.
15.3 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 that ordinarily and necessarily would
be required by the public agency in order to perform the service.
(b) Provide the public with access to public records on the same terms and
conditions that the public agency would provide the records and at a
cost that does not exceed the cost provided in Florida Chapter 119 or
as otherwise provided by law.
(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.
(d) Meet all requirements for retainin
cost, to the public agency all
CONTRACTOR upon termination
duplicate public records that are
from public records disclosure
electronically must be provided to
compatible with the information
agency.
a public records and transfer, at no
public records in possession of
of the agreement and destroy any
exempt or confidential and exempt
requirements. All records stored
the public agency in a format that is
technology systems of the public
In the event CONTRACTOR receives a public records request related to this
agreement and the services provided hereunder, CONTRACTOR shall promptly forward
the same to BSO to reply. For purposes of this section, BSO is considered the "public
agency".
15.4 CONTRACTOR shall preserve and make available, at reasonable times for
examination and audit by BSO, 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 the Florida Public
Records Act is not applicable to the parties' agreement, CONTRACTOR shall preserve
all records for inspection for a minimum period of three (3) years after termination of this
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Agreement. If any audit has been initiated by BSO 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 BSO 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 BSO's disallowance and recovery of any
payment upon such entry.
ARTICLE XVI
NON -DISCLOSURE
16.1 Except upon prior written approval of BSO 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
reports, studies, data, or other information provided by, or obtained from BSO in
connection with the services performed under this Agreement, (b) any reports, studies,
recommendations, data or other information relating to, or made or developed 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,
images or phone numbers of any BSO staff, employees, agents and/or contractors that
CONTRACTOR receives during the performance of this Agreement.
16.2 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.
16.3 The parties acknowledge that a breach of the provisions of this Article XVI
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.
16.4 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.
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16.5 The provisions of this Article shall remain in full force and effect and
enforceable even after the expiration of this Agreement.
ARTICLE XVIII
INDEPENDENT CONTRACTOR
17.1 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 BSO.
17.2 Accordingly, BSO 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.
17.3 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.
17.4 BSO shall not be liable for and CONTRACTOR agrees to indemnify BSO
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.
17.5 CONTRACTOR has the right to provide services to others or hold itself out
to the public as available to engage in agreements with others.
17.6 CONTRACTOR and its Staff shall at all times be an independent contractor
under this Agreement, rather than an employee, agent, or representative of BSO, and
no act, action, or omission to act by CONTRACTOR or its Staff shall in any way obligate
or bind BSO.
17.7 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 BSO to exercise control or direction over the manner or
method by which CONTRACTOR or its subcontractor perform hereunder. BSO 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
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liability on behalf of the other, unless otherwise agreed to in writing between
CONTRACTOR and BSO.
17.8 CONTRACTOR will be responsible for having its Staff complete and submit
data forms required to obtain clearance prior to entering any of BSO's facilities. Such
forms shall be provided by BSO.
17.9 CONTRACTOR agrees to abide by all of the security policies, procedures,
rules, and regulations promulgated by BSO.
ARTICLE XVIII
CONTRACTOR'S STAFF
18.1 BSO reserves the right to approve or reject, for any reason,
CONTRACTOR's Staff providing services pursuant to this Agreement at any time.
18.2 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 BSO prescreening background check. Said
individuals will provide information and documents as requested by BSO to submit to
such background checks. Failure to pass said background checks to the sole
satisfaction of BSO, shall disqualify any CONTRACTOR staff member from providing
services under this Agreement or accessing the Worksite. BSO 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.
18.3 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 BSO 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.
18.4 At the request and discretion of BSO, CONTRACTOR shall promptly
remove Staff providing services pursuant to this Agreement.
18.5 CONTRACTOR agrees to defend, hold harmless and indemnify BSO and
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shall be liable and responsible for any and all claims, suits, actions, damages and costs
(including attorney's fees and court costs) made against BSO, occurring on account of,
arising from or in connection with the removal and replacement of any Staff performing
services hereunder at the request of BSO. Removal and replacement of any Staff shall
not require the termination and or demotion of such Staff.
18.6 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 BSO at the Worksite. The minimum number of CONTRACTOR personnel
shall be one (1) seamstress and one (1) account manager who shall each work a
minimum of forty (40) hours a week, to accommodate BSO's needs at the Worksite,
excluding BSO 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 BSO or law enforcement, fire or rescue public safety.
18.7 CONTRACTOR shall at all times cooperate with BSO and coordinate its
respective work efforts to most effectively and efficiently progress the performance of
the work.
18.8 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 BSO.
ARTICLE XIX
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 BSO will not,
in any manner, be responsible for the aforementioned taxes or fees. It is further
understood and agreed that BSO 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
In accordance with the Public Entity Crimes Act (Section 287.133, Florida Statutes) a
In
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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 BSO, may not be awarded or perform
work as a CONTRACTOR, supplier, or subcontractors, under a contract with BSO, and
may not conduct business with BSO 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.
ARTICLE XXI
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 BSO.
ARTICLE XXII
WORKSITE PREMISES
BSO 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 B hereto and will be "as -is,"
provided that such workspaces are clean and safe environments in which to work.
Some of these workspaces may be shared use with BSO 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
BSO 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 BSO and any BROWARD COUNTY
representative and/or employee and/or agent access to the Worksite and designated
inventory area, with a twenty four (24) advance notice if possible, for purposes of
inspection and/or inventory of the Merchandise and/or goods or for any structural
repairs burdened by BSO or Broward County. Upon termination of this Agreement for
any reason, CONTRACTOR shall return the Worksite and designated inventory
locations back to BSO broom swept clean immediately. Worksite and inventory
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designated area shall be exclusively limited to servicing orders for BSO and/or BSO
employees and CONTRACTOR shall not be entitled to any type of signage.
ARTICLE XXIII
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:
Sheriffs Office of Broward County
2601 W. Broward Boulevard
Fort Lauderdale, FL 33312
Office of the General Counsel
Sheriffs Office of Broward County
2601 W. Broward Boulevard
Fort Lauderdale, FL 33312
Galls, LLC
1340 Russell Cave Road
Lexington, Kentucky 40505
Attn: Vice President of Sales
ARTICLE XXIV
THIRD PARTY BENEFICIARIES
Neither CONTRACTOR nor BSO 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.
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ARTICLE XXV
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 XXVI
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 XXVII
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
parties arising, in any manner, out of this Agreement, unless such waiver or modification
is in writing and duly executed by the parties.
ARTICLE XXVIII
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
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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.
ARTICLE XXIIX
CONTRACTOR'S PURCHASE OF BSO CURRENT INVENTORY
CONTRACT CONTINGENCY
The parties agree that the BSO inventory currently within the Worksite is hereby
inventoried on Exhibit E hereto. CONTRACTOR agrees to purchase said inventory of
goods free and clear of any encumbrances and hold title to said goods forthwith at the
signing of this Agreement. If requested by CONTRACTOR, BSO shall execute a Bill of
Sale further transferring title to said title of goods to CONTRACTOR. In consideration
of such transfer of goods from BSO to the CONTRACTOR, BSO shall receive a credit in
an amount to be agreed upon in a separate writing signed by both parties, and such
amount will be reflected and paid towards CONTRACTOR'S invoices until it has been
exhausted. All CONTRACTOR invoices shall clearly reflect said credit, and the
reduction of principal credit amount per month until the credit is exhausted. If this
Agreement is terminated for any reason prior to the subject credit being exhausted or
used by BSO, then the remainder portion of the credit shall be rebated to BSO within
thirty (30) days after contract termination date.
This contract is contingent upon the parties agreeing to the contents and BSO credit
amount in writing. The parties shall meet the day before turnover of the operations and
contract commencement to inventory the items and establish the BSO credit and sign
the agreed upon Exhibit E. If Exhibit E and BSO credit amount cannot be mutually
agreed upon, then this Agreement shall be rendered null and void and shall have no
further force or effect.
ARTICLE XXX
WEBSITE DEVELOPMENT AND OPERATION
CONTRACTOR, at CONTRACTOR'S sole cost and expense, shall develop and host an
interactive Website exclusively for the benefit of BSO and its employees during the
entire duration of this Agreement. Said Website shall be built, programmed and
operated to suit BSO and its employee's specific needs for ordering any of the
Merchandise and goods. The Website shall have the following minimum additional
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functions:
(A) Ability of individual BSO 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 BSO directly as needed to satisfy BSO's requirements;
(C) Display of BSO logos and patches and color schemes to personalize the Website
to BSO;
(D) An agreed upon report and notice function available to BSO supervisors of all
orders and status of orders. The report function shall be available to BSO supervisors
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 BSO 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 sign -offs on each order and other pertinent information needed by
BSO 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 BSO 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;
(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) 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 hand held
technology;
(1) 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 BSO and/or the
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BSO 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
administrative Contract Administer.
(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 BSO supervisory staff and command
personnel;
(L) A 1-800" customer service phone line, as well as email address, displayed
prominently on the Homepage;
(M) A system to detect and delete orders that are submitted by mistake caused by a
"double submission" by BSO employees or representatives within the same 24 hour
period;
(N) Website must be accessible by all common Website browsers including the latest
versions of Internet Explorer, Chrome and FireFox;
(0) Website functions must be compatible with PeopleSoft for employee, department
inventory, location information etc...
BSO grants CONTRACTOR a limited, revocable license to use BSO logos, patches,
badges and images, on the Website, subject to BSO 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 work flows, data
interfaces, computer operating and hosting systems and structures shall be more fully
identified in the attached Exhibit F
ARTICLE XXXI
MERCHANDISE WARRANTIES
CONTRACTOR represents and warrants that all Merchandise and goods sold to BSO
and/or BSO employees and delivered hereunder in accordance with this Agreement
are:
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(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 BSO and/or BSO employees and CONTRACTOR
shall assist with any efforts to replace or repairs said items under the manufacture's
warranties by accepting the returned merchandise, replacing the same to BSO and/or
BSO employees and CONTRACTOR then dealing with the manufacturer to seek
warranty performance relative to the good.
ARTICLE XXXII
PRESS RELEASE OR OTHER PUBLIC COMMUNICATION
Without written consent of BSO, CONTRACTOR shall not:
a. Issue or permit to be issued any press release, advertisement or literature of any
kind which refers to BSO, or the work being performed hereunder, unless
CONTRACTOR first obtains the written approval of BSO; 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 BSO.
ARTICLE XXXIII
INDIVIDUALLY IDENTIFIABLE HEALTH INFORMATION and/or PROTECTED
HEALTH INFORMATION
CONTRACTOR shall comply with the Health Insurance Portability and Accountability
Act ("HIPAK) and its implementing regulations, as applicable.
ARTICLE XXXIV
MISCELLANEOUS
34.1 CONTRACTOR shall comply with all statutes, laws, rules, codes,
ordinances, and regulations of any and all federal, state and local political bodies having
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jurisdiction over the services provided herein.
34.2 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.
34.3 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.
34.4 Venue in any proceeding or action among the parties arising out of this
Agreement shall be in Broward County, Florida.
34.5 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.
34.6 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.
34.7 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.
34.8 All provisions of this Agreement relating to confidentiality, non -disclosure,
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indemnity and insurance shall survive the expiration or termination of this Agreement.
34.9 CONTRACTOR shall obtain all necessary permits and licenses required to
provide the services contemplated herein.
34.10 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.
34.11 This Agreement may be fully executed in two (2) copies by all parties, each
of which, bearing original signatures, shall have the force and effect of an original
document.
34.12 Each party, and each person signing on behalf of a party, represents and
warrants that it, he or she has full legal capacity and authority to enter into and perform
its respective obligations under this Agreement without any additional consent or
approval. In addition, each of the parties hereby agrees, represents and warrants that
the execution, delivery and performance of this Agreement do not conflict in any
material respect with or constitute a material breach or material default under the terms
and conditions of any material documents, agreements or other writings to which it is a
party.
34.13 This Agreement is contingent upon Broward County's initial and ongoing
consent to allow CONTRACTOR operate in one of its owned structures (the Worksite)
and if said consent is not secured, this Agreement is null and void and shall have no
further force or effect.
(Signature Page to Follow)
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DocuSign Envelope ID: 25CF084E-C826-4A17-B7DB-CA465579F852
AGREEMENT BY AND BETWEEN THE SHERIFF OF BROWARD COUNTY AND
GALLS, LLC.
IN WITNESS, the parties hereby execute this Agreement on the date(s) set forth
below:
SHERIFF OF BROWARD COUNTY
—DocuSigned by:
Date: 7/31/2015 1 14:39 PM ET
Lieutenant Colonel Thomas Harrington
Executive Director
Department of Administration
Approved as to form and legal sufficiency subject to execution
by the parties:
DS Doc gned by,
Elk By:P�fuS1 40
Ronald M. Gunzburger
General Counsel
Galls LLC
DocuSigned by:
7o',. ;i'"*
A40H424ME9F4+8
Authorized Representative
Tom Rose
(Print name) vp, sales
Federal Employer lD# 20-3545989
W
Date: 7/31/2015 1 11:20 AM ET
Date: 7/31/2015 1 09:40 AM ET
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