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CITY OF COSTA MESA
PROFESSIONAL SERVICES AGREEMENT
WITH GALLS, LLC
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this 1st day of July, 2025 (“Effective Date”), by and between the CITY OF COSTA MESA, a municipal corporation (“City”), and Galls, LLC, a Delaware limited liability company (“Consultant”).
RECITALS
A. City proposes to utilize the services of Consultant as an independent contractor to provide uniforms and duty gear for the Costa Mesa Police Department, as more fully described herein; and
B. Consultant represents that it has that degree of specialized expertise contemplated within California Government Code section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and
C. City and Consultant desire to contract for the specific services described in Exhibit “A” and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. No official or employee of City has a financial interest, within the provisions of sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONSULTANT
1.1. Scope of Services. Consultant shall provide the profess ional services described in City’s Invitation for Bid, attached hereto as Exhibit “A,” and Consultant’s Proposal, attached hereto as Exhibit “B,” both incorporated herein.
1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement.
1.3. Performance to Satisfaction of City . Consultant agrees to perform all the work to the complete satisfaction of the City. Evaluations of the work will be done by the City Manager or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
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(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.
1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws , including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers’ compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including a ttorneys’ fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant’s performance under this Agreement.
1.5. Non-Discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military or veteran status, except as permitted pursuant to s ection 12940 of the Government Code.
1.6. Non-Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.
1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant’s sole cost and expense.
1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosur e is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant’s covenant under this Section shall survive the termination of this Agreement.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit “B,” attached hereto and made a part of this Agreement. Consultant’s total annual compensation shall not exceed One-Hundred Seventy-Five Thousand Dollars ($ 175,000.00).
Consultant agrees not to raise Consultant’s prices during the initial two (2) years of this Agreement. Thereafter, if the Agreement is extended pursuant to Section 4.1, Consultant may 3 Galls, LLC
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request in writing at least sixty (60) days prior to June 30, 2027, a price increase based on an increase in the Consumer Price Index for All Urban Consumers for the Los Angeles-Long Beach- Anaheim area (CPI). The adjustment will be determined by using the May index for the current year and the May index for the preceding year. However, in no event shall any increase in Consultant’s prices exceed two percent (2%) . Consultant’s written request for a price increase, and Consultant’s revised prices shall be based upon such CPI increase. The price increase shall become effective on the first day after the initial two (2) year period of the Agreement.
2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant’s Proposal unless the City Manager or designee, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.
2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.
2.4. Records and Audits. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times from the Effective Date until three (3) years after termination of this Agreement.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work . Unless otherwise agreed to in writing by the parties, the professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City. The Project Schedule may be amended by mutual agreement of the parties. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.
3.2. Excusable Delays . Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, pandemics (excluding COVID-19), material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party (each, a “Force Majeure Event”). If a party experiences a Force Majeure Event, the party shall, within five (5) days of the occurrence of the Force Majeure Event, give written notice to the other party stating the nature of the Force Majeure Event, its anticipated duration and any action being taken to avoid or minimize its effect. Any suspension of performance shall be of no greater scope and of no longer duration than is reasonably required and the party experiencing the Force Majeure Event shall use best efforts without being obligated to incur any material expenditure to remedy its inability to perform; provided, however, if the suspension of performance continues for sixty (60) days after the date of the occurrence and such 4 Galls, LLC
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failure to perform would constitute a material breach of this Agreement in the absence of such Force Majeure Event, the p arties shall meet and discuss in good faith any amendments to this Agreement to permit the other party to exercise its rights under this Agreement. If the parties are not able to agree on such amendments within thirty (30) days and if suspension of performance continues, such other p arty may terminate this Agreement immediately by written notice to the party experiencing the Force Majeure Event, in which case neither party shall have any liability to the other except for those rights and liabilities that accrued prior to the date of termination.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of twenty-four (24) months, ending on June 30, 2027, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. This Agreement may be extended by three [3] additional one [1]-year periods upon mutual written agreement of both parties.
4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written notice to Consultant.
The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City.
4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City’s written notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant.
4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City’s sole risk and without liability or legal expense to Consultant.
5.0. INSURANCE
5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated “A,” Class X, or better in the most recent A.M. Best’s Rating Guide, and approved by City:
(a) Commercial general liability, including premises -operations, products/completed operations, broad form property damage, blanket 5 Galls, LLC
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contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) general aggregate.
(b) Business a utomobile liability for owned vehicles, hired, and non-owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00) combined single limit per accident for bodily injury and property damage.
(c) Workers’ compensation insurance as required by the State of California.
Consultant agrees to waive, and to obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City , its officers, agents, employees, and volunteers arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers’ compensation insurance policies.
(d) Professional errors and omissions (“E&O”) liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. Architects’ and engineers’ coverage shall be endorsed to include contractual liability. If the policy is written as a “claims made” policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder.
5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions:
(a) Additional insureds: “The City of Costa Mesa and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant.”
(b) Notice: “Said policy shall not terminate, be suspended, or voided, nor shall it be cancelled, nor the coverage or limits reduced, until thirty (30) days after written notice is given to City.”
(c) Other insurance: “ The Consultant’s insurance coverage shall be primary insurance as respects the City of Costa Mesa, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Costa Mesa shall be excess and not contributing with the ins urance provided by this policy.”
(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Costa Mesa, its officers, officials, agents, employees, and volunteers.
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(e) The Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
5.3. Deductible or Self-Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an addi tional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention.
5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement.
5.5. Non-Limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.
6.2. Representatives. The C ity Manager or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.
Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.
6.3. Project Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement.
Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.
6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: (a) at the time of delivery if such communicati on is sent by personal delivery, and (b) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such 7 Galls, LLC
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communication is sent through regular United States mail.
IF TO CONSULTANT: IF TO CITY:
Galls, LLC
1340 Russell Cave Road
Lexington, KY 40505
City of Costa Mesa
77 Fair Drive
Costa Mesa, CA 92626
Tel: (844) 464-2557 Tel: (714) 754-5272
Attn: Moriah Rudiger Attn: Jason Chamness
Courtesy copy to:
City of Costa Mesa
77 Fair Drive
Costa Mesa, CA 92626
Attn: Finance Dept. | Purchasing
6.5. Drug-Free Workplace Policy . Consultant shall provide a drug-free workplace by complying with all provisions set forth in City’s Council Policy 100-5, attached hereto as Exhibit “B” and incorporated herein. Consultant’s failure to conform to the requirements set forth in Council Policy 100-5 shall constitute a material breach of this Agreement and shall be cause for immediate termination of this Agreement by City.
6.6. Attorneys’ Fees . If litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
6.7. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California.
6.8. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant’ s interest in this Agreement without City’s prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City ’s consent, no subletting or assignment shall r elease Consultant of Consultant’ s obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.
6.9. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents and employees, at Consultant’s sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against the City, its elected officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall 8 Galls, LLC
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apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents and employees based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.
Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City’s specifications or Consultant’s Proposal, which shall be of no force and effect.
6.10. Independent Contractor . Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.
Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business li censes, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker’s compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.
6.11 Conflicts with Independent Contractor. Contractor/consultant’s duties and services under this Agreement shall not include preparing or assisting the public entity with any portion of the public entity’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the public entity. The public entity entering into this Agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor/consultant’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor/consultant shall cooperate with the public entity to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this Agreement.
6.12. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer 9 Galls, LLC
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contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
6.13. Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.
6.14. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other proj ects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from City’s use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, r eports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City.
6.15. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records A ct (California Government Code s ection 7920.000 et seq.).
Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code section 7924.510, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.
6.16. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code s ections 81000, et seq.) and Government Code s ection 1090.
During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would 10 Galls, LLC
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require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.
6.17. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.
6.18. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.
6.19. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail . If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.
6.20. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
6.21. Binding Effect. This Agreement binds and benefits the parties and their respective permitted successors and assigns.
6.22. No Third Party Beneficiary Rights . This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.
6.23. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
6.24. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement and have had an adequate opportunity to review each and every provision of the Agreement and submit the same to counsel or other consultants for review and comment. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
6.25. Amendments . Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.
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6.26. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any prov ision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event s hall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
6.27. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party , is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
6.28. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
6.29. Corporate Authority . The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.
[Signatures appear on following page.]
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I N WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.
CO
NSULTANT
D
ate: __________________________
D
ate: __________________________
D
ate: __________________________
D
ate: __________________________
__________________________________
Signature
__________________________________
Moriah Rudiger
Senior Manager Contract Compliance
CITY OF COSTA MESA
_________________________________
Cecilia Gallardo-Daly
Acting City Manager
ATTEST:
__________________________________
Brenda Green
City Clerk
APPROVED AS TO FORM:
__________________________________
Kimberly Hall Barlow
City Attorney
APPROVED AS TO INSURANCE:
__________________________________
Ruth Wang
Risk Management
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APPROVED AS TO CONTENT:
__________________________________ Date: __________________________ Jason Chamness
Project Manager
DEPARTMENTAL APPROVAL:
__________________________________ Date: __________________________ Ronald Lawrence
Police Chief
APPROVED AS TO PURCHASING:
__________________________________ Date: __________________________ Carol Molina
Finance Director
EXHIBIT A
INVITATION FOR BID
EXHIBIT B
CONSULTANT’S PROPOSAL
COSTA MESA POLICE DEPARTMENT
Police Department Uniforms & Duty Gear
IFB #25-15
Galls, LLC Response
Due: February 19, 2025 at 2:00 PM PST
17600 Fabrica Way
Cerritos, CA 90703
Ph: (562) 243-0927
Fax: (562) 252-0091
www.galls.com
February 18, 2025
Ms. Stephanie Urueta
Finance Department
Costa Mesa Police Department
77 Fair Drive, 1st Floor
Costa Mesa, CA 92626
Re: IFB #25-15 for Police Department Uniforms & Duty Gear
Dear Ms. Urueta:
Galls, LLC (“Galls”) is excited about the opportunity to service Costa Mesa Police Department for IFB #25-15 for Police Department Uniforms & Duty Gear and looks forward to continuing to be a key Partner if awarded. Galls has been in business for over 58 years servicing the public safety market; specializing in law, fire, security, corrections, emergency medical services, federal government, military, postal, corporate and transit uniforms and equipment. More than 68% of all law agencies nationwide make purchases from Galls. We are proud to serve America’s public safety professionals.
Galls’ Corporate Office and Primary Distribution Center is located at 1340 Russell Cave Road, Lexington, KY 40505, the phone number is 859-266-7227, and the email is [email protected]. In addition to the primary location, Galls has over 80 locations nationwide consisting of distribution centers, retail stores, and contract service centers.
For Costa Mesa Police Department’s specific needs, we have a retail store at 1249 West Katella Avenue, Orange, CA 92867 and a corporate office at 17600 Fabrica Way, Cerritos, CA 90703.
Melissa Castro will be your primary contact during the RFP process.
• Phone: 562-304-7354
• Cell: 562-419-6443
• Email: [email protected]
• Availability: Monday- Friday 8:30 am – 5:00 pm PST
• Response time: 24-48 Hours
Galls, LLC (“Galls”) is pleased to present our proposed solutions to Costa Mesa Police Department. Galls is headquartered in Lexington, KY and employs more than 1600 employees. Our goal to is to make sure that we can be proud of the service and products we provide. Our core customers constantly put their lives on the line to protect the people in this country and we want to show them that we are as dedicated to them as they are to us. We are more than capable of supplying and delivering the uniforms and duty gear to Costa Mesa Police Department facilities per the specifications over the term of the contract and all extensions. We are proud to serve America's Public Safety Professionals.
Galls is your reliable source for quality, in-stock public safety equipment and uniforms.
Like you, we're quick, efficient and effective. We understand that the demanding needs of your profession drive your purchasing decisions, so we demand the quality gear you require to do your job. Galls services the needs of law enforcement, military, security, fire, EMS, postal, public transportation and more. Galls offers an extensive selection of products and brands, competitive prices, responsive service, fast deliveries, and seamless ordering. Each year, over one million men and women trust us to supply their essential gear and supplies. With over 50 years in the industry, it's easy to see why. Additionally, Galls offers thousands of agencies and departments a 360° solution and provides each with a personalized web portal that makes ordering easy, fast and convenient. At Galls, you can always count on friendly, knowledgeable customer service, convenient online ordering, in-stock availability on most items, and fast same-day shipping. We are proud to serve America's public safety professionals. Wherever your tough profession takes you, you'll find we have what you need to get through in one piece. With so many people counting on you to meet the demands of your job and your duty, Galls stands ready to help you meet the challenge.
Galls’ bid is valid for 120 days after the IFB closing date.
Galls does not take any exceptions to the contract document included in the Sample Agreement attached to the IFB.
Dave House, Vice President of Sales – Western Region is the Supervisor who is assigned to this contract. He has been with Galls, providing uniforms and duty gear to law enforcement agencies for over 19 years. He works out of the Cerritos location and is available during normal working hours or emergencies to make contract decisions.
Galls’ retail store at 1249 West Katella Avenue, Orange, CA 92867 is the office facility that support daily operations. It is within 14 miles of the Costa Mesa Police Department.
Galls has not received any addenda for this opportunity.
We appreciate the consideration and look forward to continuing to provide service to the Costa Mesa Police Department for the duration of the Contract. Please direct all questions or concerns to the undersigned.
Thank you,
Mike Fadden
Chief Executive Officer
Galls, LLC
IFB #25-15
Costa Mesa Police Department
Galls, LLC Response
BACKGROUND AND PROJECT SUMMARY SECTION
As the incumbent contractor, Galls, LLC has an established relationship with the Costa Mesa Police Department. Costa Mesa remains integrated into our internal systems and continues to benefit from our online ordering portal, "eQuip." To ensure a seamless transition, only a brief timeframe of 24 to 48 hours is needed for the updates required by this contract including: pricing and a review of all categories currently listed on eQuip continue to meet the ongoing needs of the Costa Mesa Police Department.
We appreciate your consideration of the following bid details and look forward to the opportunity to continue serving the Costa Mesa Police Department. Your Strategic Account Manager, Jason Campbell, remains ready to assist with any ordering solutions required. He can be reached by phone at (859) 207-0895 or by email at [email protected].
SERVICES
Galls confirms that all garments and accessories to be furnished hereunder shall be new and unused and fabricated from new materials, and they will meet CMPD's desired specifications, as agreed upon award of contract.
All items shall be delivered and fitted on an "as needed" basis, pursuant to a written request from authorized personnel of the City.
Galls shall provide trained personnel, when required, for measuring and fitting of uniforms at our store in Orange.
Upon proper identification as a City personnel, Galls shall sell replacement clothing or equipment at the City's contract prices. The Contractor shall furnish only the contract items specified and shall not substitute a lesser quality of materials than was originally proposed.
Galls’ tailoring, fitting, alterations, sewing on of emblems and pressing will conform to CMPD's Uniform and Accessories Specifications and Requirements as displayed in Exhibit 1 of the IFB.
Galls will be able to provide emergency and nonemergency uniform services during regular and after- business hours on a 24-hour basis.
City departments may purchase all items listed in the IFB according to the department needs.
PROPOSAL FOR POLICE
DEPARTMENT UNIFORMS &
DUTY GEAR
IFB #25-15
Costa Mesa Police Department
Galls, LLC Response
2 Galls may not sell uniforms of one department to any other department. Proper identification will be required to be presented by City personnel to Galls at the time of order placement, pickup, and delivery.
Galls will be able to provide special order uniforms and related accessories or equipment. These will not be specified in the contract but approved as a substitute item, as requested by the employee at the employee's expense. These costs must be billed separately to the employee. However, Galls must be able to track and report all substituted items purchased by employees and shall make subject information available to the City as part of the regular reporting.
Galls will be able to provide samples of uniforms and related accessories upon request by the City for use as control samples throughout the duration of the contract. For items listed in the "Summary of Items" that require samples, such as patches, badges, emblems, and insignias, Galls shall provide quote(s) on industry standard design according to the specified description. All emblems shall be supplied by Galls. The City shall supply Galls with necessary artwork. The City may add new items during the contract period to address issues such as changing operational needs, updated safety standards, and/or replacement of discontinued items. The City may request items in writing to Galls as needed, and new items will be included in a contract amendment on a quarterly basis.
Galls will notify the City in writing of discontinued items before services will be interrupted or as soon as reasonably possible and provide suggested alternates.
Galls will notify the City in writing of product backorders, as soon as possible, once Galls is notified of such a delay from a manufacturer.
Galls will be able to accommodate contract amendments for the duration of the contract with timely delivery of notarized documents.
MEASUREMENT AND MARKING UNIFORM GARMENTS
When requested via an approved order, Galls will measure each individual and issue uniform and equipment items specifically for that individual, providing the proper size, adequate fit, and marking each garment and accessory to assure ready identification. Uniforms and accessories shall include the measurement, marking, tailoring, and alteration. Galls will demonstrate how measurement and alteration services will be provided at our storefront location in Orange.
ALTERATION AND REPAIR SERVICE
Galls will be able to provide alteration and repair services to new and previously purchased uniforms throughout the duration of the Contract. Galls will provide and submit a price list with all costs associated with alterations and repairs of uniforms and other clothing garments.
Embroidery of the following will be provided by Galls on an as needed basis:
Galls shall provide emergency garments on a temporary basis to City employees if required. (Example:
New employees waiting for new uniform to be ordered or special size not in stock.)
IFB #25-15
Costa Mesa Police Department
Galls, LLC Response
3 DELIVERY/ PICKUP
Prices shall include all delivery costs, if applicable, and unloading charges to the various departments in the City. However, pickup is the preferred method at this time. For uniforms, accessories, and miscellaneous items that are normally stocked, delivery/pickup shall be made within five (5) working days after receipt of order. For special order items, delivery/pickup shall be made within ten (10) working days.
Galls will be available during normal business hours, Monday through Friday, for delivery and will call.
During the term of the Contract, purchases may be considered an emergency and, therefore, "Will Call" provisions and Overnight/Next Day Delivery must be provided by the Contractor. "Will Call" items shall be available for pick-up within four (4) hours after order.
MINIMUM ORDERS
No minimum orders are required.
ADEQUATE STOCK
Galls will maintain adequate stock of uniforms, accessories, and miscellaneous equipment to accommodate City employee's needs, including emergencies, new hires, and fill-in orders, as needed by the City, through the length of the Contract. Failure to maintain adequate stock will be deemed a breach and may result in termination of the Contract.
There shall be a minimum inventory maintained for each type of shirt and trouser in an assortment of sizes, plus a reasonable quantity of replacement items making up a complete uniform, including leather goods, accessories, and other equipment listed. The City may inspect the Galls’ facilities to determine if sufficient inventory of all required uniforms and accessories are maintained in order to meet the City's required delivery schedule of five (5) working days.
ALTERNATIVES OR EXCEPTIONS
Galls is bidding as specified for all items with the exception of the following lines due to the fact that the requested items are no longer available: . Specifications are included for the alternates offered. Galls will be happy to attend a product demonstration day where a complete set of uniform items will be displayed to the City reviewers.
Galls acknowledges and agrees that use of an approved equal creates a risk that the material or equipment may not actually meet the functional and performance requirements when used under field conditions. Galls further acknowledges and agrees that the City's approval of an "approved equal" product does not relieve Galls from its duty to meet the functional and performance requirements in the Specifications so that Galls may ultimately be required to replace the "approved equal" product with the material or equipment that was originally specified by brand name or by the name of a particular supplier, at no additional cost to the City, if the City makes a request for replacement. By submitting a bid with an approved equal, Galls accepts these risks and the liability associated with these risks and waives all claims against the City for costs related to supplying replacements.
MISCELLANEOUS ITEMS
The City can, at any time, request to purchase items not listed in the contract but that are publicly available in Galls’ catalog or website. Upon written request from an authorized City representative, Galls will provide a quote for the special order.
ONLINE ORDERING SYSTEM
Contractor shall, at no additional charge, provide an online ordering and reporting system to better facilitate individual and bulk purchasing and provide customized tracking and reporting.
IFB #25-15
Costa Mesa Police Department
Galls, LLC Response
4 The system should meet the following minimum requirements:
• Allow City to view contracted products
• Allow employees to select items for purchase online.
• Track purchases and purchasing data
• Ability to create "on demand" reports using user-defined queries such as:
o Product Number
o Employee or ID#
o Billing Account Codes
o Purchase Date, or Purchase Date Range
o Purchasing Department and Division
• Ability to create reports to track overall purchases by Division • Provide notification of order status to employee(s)
• Provide an estimated time for delivery
The online system will be operational within 90 days of the award of the contract. A demonstration of the proposed system will be readily available at the City’s request.
SUBCONTRACTORS
Galls will not utilize subcontractors in the performance of this contract.
Augusta Sportswear Nylon Coaches’
jacket - lined
Item# JA195 | Mfg# 3100
PRODUCT SPECS
Outer shell of 100% nylon taffeta
Lined with 100% polyester
Tear away label
Snap front
Raglan sleeves for maximum mobility
Front pockets
Elastic cuffs
Open bottom
Water-resistant
Line 72
Eiseman-Ludmar Cobra Shoulder
Cord
Item# UN144 | Mfg# N/2121B-RW
PRODUCT SPECS
Cobra Shoulder Cord
Button Loop
Available in a variety of colors
Lines 124 & 125
NONE
Mike Fadden, on behalf of Galls, LLC attests that we have not made any campaign contributions to any Costa Mesa City
Council Member.
February 19, 2025