R07-138
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1 RESOLUTION R07- (~8
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3 A RESOLUTION OF THE CITY COMMISSION OF THE
4 CITY OF BOYNTON BEACH, FLORIDA,
5 AUTHORIZING AND DIRECTING THE CITY
6 MANAGER AND CITY CLERK TO EXECUTE A
7 PARTICIPATION DOCUMENT BETWEEN THE CITY
8 OF BOYNTON BEACH AND INTERNATIONAL CLUB
9 SUPPLIERS AND SODEXHO OPERATIONS, LLC FOR
10 THE PURCHASE OF THE GOLF COURSE FOOD AND
11 SUPPLIES; AND PROVIDING AN EFFECTIVE DATE.
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14 WHEREAS, as a member of the National Golf Course Owners Association the City
15 receives certain benefits, of which is the opportunity to utilize the services of Entegra
16 Procurement Services for the purchase of food and supplies at the Golf Course; and
17 WHEREAS, this Agreement the City Golf Course will be required to purchase 80%
18 of its food purchases, excluding beverage, through a Sodexho distributor for which the City
19 Golf Course will receive an additional 9% discount; and
20 WHEREAS, upon recommendation of staff, the City Commission has determined
21 that it is in the best interests of the residents of the City to execute the Participation
22 Document with International Club Suppliers for the purchase of food and supplies at the
23 Golf Course.
24 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
25 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
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Section 1.
The foregoing "Whereas" clauses are hereby ratified and confirmed as
27 being true and correct and are hereby made a specific part of this Resolution upon adoption
28 hereof.
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Section 2.
The City Commission of the City of Boynton Beach, Florida does
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hereby authorize and direct the City Manager and City Clerk to execute the Participation
2 Document between the City of Boynton Beach and the International Club Suppliers for the
3 purchase of food and supplies at the Golf Course, a copy of the Participation Document is
4 attached hereto as Exhibit "A".
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Section 3.
This Resolution will become effective immediately upon passage.
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PASSED AND ADOPTED this ~ day of November, 2007.
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24 ATTEST:
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CITY OF BOYNTON BEACH, FLORIDA
Commissioner - Woodrow L. Hay
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Commissioner - Marlene Ross
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R07-/38
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PartlciDation Document
Participation in the Sodexho/lnternational Club Suppliers Food (ICS) and Supply
Procurement Program ("Program") is based on the terms and conditions of the certain
Agreement for Products and Distribution Services between ICS, (International Club
Suppliers) on behalf of itself and its affiliates and Sodexho Operations, LLC
("Sodexho") effective November 21. 2007 (the "Agreement"), including but not limited
to following:
1. Sodexho shall assign a Regional Account Manager to each Participant. The
Regional Account Manager shall provide assistance to Participant in enrolling in
the Program, in identifying cost savings opportunities based on Participant's
product requirements and in resolving issues with Sodexho Distributors and
Manufacturers as approved for use by the Participant. The Regional Account
Manager shall also provide the Participant with advance notice of regional
training opportunities available to the Participant under the Program and will
assist in sourcing new products for use by the Participant.
2. Each Participant agrees to purchase a minimum of eighty percent (80%) of their
respective requirements for food and related supplies from Sodexho Distributors
to the degree such food and supply items are available from Sodexho
Distributors.
3. At Sodexho's request, Participant shall disclose the total dollar value of all
purchases of Products and items similar to the Products purchased during any
calendar year for the purpose of determining if such Participant has satisfied the
eighty percent (80%) threshold requirement described above. This requirement
may include a Participant providing such information for the year prior to the
Participant joining the Sodexho Program.
4. Participant shall order Products from Sodexho Distributors in accordance with
procedures established by Sodexho and communicated to the Participant.
Participants shall be eligible for a minimum of one delivery per week from a
Prime Distributor. Participants purchasing a minimum of $3,000.00 per week
from a Prime Distributor may be entitled to a second delivery each week to the
extent the purchases continue at a minimum level of $3,000.00 per week.
Commitment to this requirement will be reviewed on a monthly basis or upon
request of a Participant in recognition of the changes in purchasing requirements
associated with the seasonality of the Participant's business.
5. Participant shall pay for all Products ordered from a Sodexho Distributor at a
price determined in accordance with the Agreement. Participants shall (i) make
all payments directly to the appropriate Sodexho Manufacturer or Distributor; and
(ii) establish their own creditworthiness with each such Sodexho Manufacturer
and Distributor.
General Document for Individual Participant
10f4 10/31/07 at 11:13 AM
COMMITMENT DOCUMENT -continued
6. In the event Participant breaches the terms of the Agreement and fails to cure
such breach within thirty (30) days after receiving notice of breach from Sodexho,
Sodexho may terminate Participant's participation under the Agreement on ninety
(90) days prior written notice.
7. Each Participant shall assign to Sodexho all rebates, discounts and allowances
paid to Sodexho by Sodexho Distributors and Sodexho Manufacturers in relation
to the purchases by Participants.
8. Participants/City of Boynton Beach shall earn incentive payments related to the
purchase of specific products from manufacturers covered under the incentive
plan. A list of manufacturers and product categories covered under the incentive
plan shall be provided to active Participants/City of Boynton Beach on a quarterly
basis either in a written communication mailed to the participant, via an e-mail or
as posted on the ICS website. This list of manufacturers and products will be
updated once per quarter. Participants/City of Boynton Beach shall only be
entitled to incentive payments per the terms of the Agreement. ICS shall bear the
sole responsibility of forwarding all such incentive payments to Participants/City
of Boynton Beach quarterly.
9. SODEXHO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH
RESPECT TO FOOD, BEVERAGES AND SUPPLIES DELIVERED TO
PARTICIPANT BY A SODEXHO DISTRIBUTOR OR OTHERWISE
PURCHASED FROM A SODEXHO MANUFACTURER PURSUANT TO THIS
AGREEMENT. THE PARTICIPANTS ACKNOWLEDGE THAT ITS EXCLUSIVE
REMEDY IN CASE OF ANY DEFECTIVE PRODUCT DELIVERED TO IT
PURSUANT TO THIS AGREEMENT LIES SOLELY AGAINST THE THIRD
PARTY SODEXHO MANUFACTURER OR DISTRIBUTOR, AND NOT AGAINST
SODEXHO.
10. Participant shall be wholly responsible for aU applicable sales and similar taxes
with respect to their purchases of Products and shall indemnify Sodexho against
any liability related to such taxes.
11. Participant shall hold in confidence aU information received from Sodexho or any
of its affiliates or representatives including, without limitation, any know-how,
trade secret, process, confidential or proprietary report or information or other
form of information relating to the Sodexho's or its affiliates' business, whether in
written, oral, encoded, graphic, magnetic, electronic or in any other tangible or
intangible form, but only to the extent that such material is labeled as
"confidential;" provided that Participant may disclose such information as
required by law.
General Document for Individual Participant
20f4 10/31107 at 11:13 AM
COMMITMENT DOCUMENT -continued
12. This Commitment Document shall terminate upon the expiration or termination of
the Agreement unless otherwise terminated in accordance with provision 6
above. However, a Participant may choose to discontinue participation in the
Program by providing 90 days written notice of their intent to do so to Sodexho at
the address listed at the end of this Commitment Document. Failure to provide
such 90 days notice will result in the forfeiture of any of the incentive payments
described in paragraph 8, above, which were earned by but not yet paid to the
Participant.
Participant acknowledges that its right to participate in the Sodexho Distribution System
is based on an agreement between Sodexho and the Sodexho Distributors that include
standards applicable to creditworthiness and ability to pay invoices in a timely manner.
Participant acknowledges and agrees that neither ICS nor Sodexho shall be financially
responsible and shall be held harmless by Participant for its failure to pay any
outstanding invoices.
Dated this .3
day of b ec..e.mbc.r
200 '7
CITY OF BO'1NTON BEACH
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CITY MA AG ~
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ternational Club Supplie
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Title ~ J
(Corporate Seal)
Approved as to Form:
Attest/Authenticated:
ct/Y?-
Secretary
General Document for Individual Participant
3of4 10/31/07 at 1I:I3 AM
Participant
Course Name:
The Links at Boynton Beach
Address:
P.O. Box 310
Boynton Beach. Florida 33425-0310
City: State: Zip:
Phone:
561-742-6511
Fax:
561-966-1700 Jnn~ -o~ra:hlms Mer.
haaaerd@ci.boynton-beach.fl.us
Email:
Program AlB B (program B allows you to retain a local Sysco Marketing Associate for an
additional 3%)
PLEASE FAX TO:
ICS
18302 Highwoods Preserve Parkway, Suite 300
Tampa, FL 33647
(813) 558-9644 Fax
(813) 558-9{)04 Phone
General Document for Individual Participant
4 of 4 10/31/07 at 12:05 PM
CITY CLERK'S OFFICE
MEMORANDUM
TO:
Carol Doppler
Procurement
FROM:
Janet M. Prainito
City Clerk
DATE:
December 3, 2007
RE:
R07-138 - Participation Document with Sodexho/lnternational
Club Suppliers Food (ICS) and Supply Procurement Program for
Food at the Golf Course
Attached is one (1) partially executed original agreement for the above-mentioned
lease. Once the agreement is fully executed, please return an original for Central File.
Thank you.
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Attachments
S:\CC\WP\AFTER COMMISSION\Departmental Transmittals\2007\Carol Doppler -R07-138 - Participation Document - Golf Course Food.doc