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Home My WebLink AboutAgreements/Contracts - Sheriff & JailF u NT COUNTY COMMISSIONERS AGENDA MEETING REQUEST.FORM Nust he s0m tted to the Clark of the Baprd by 1 2:00pm, on Thursday) REQUESTINGheri Office : 121/13/23 ��AI�T'�IT>r ��T�y REQUEST SUB TTEDBYN . hill PHONE- Coats It 2021 W IXI111111N III IIIIII/Il�IIYII�II��11 ' " IyA L NTACT PERSON ATTENDINGROUNDTABLE.Phill� t CONFIDENTIAL I...OTIr AYES , r_ cern nt ► of C AP Vouchers ��►p�a� ��t � e�p��►ir�#mrpt, 13ARPA Related G ids FP t0uptes A.v'v rd Q Bid, penin ::S,p,hedule P 13pard i C.ommittees C] Budget OCdMput'- Related El lou ty� Cache �i Fmer ,sncy Purchase Q E�lt�y e e�a nFacilities dated lFinancial0 d_ C e r n :11.lnveices Purchase Orders DGrahts - ed/State[ aunt Maso 0IVIO/ MOU El Mi utes 00r inancesC t Trgvel 0Petty Cash 0POIx�4 OProc a ation �7Reque't ter ural DR68olufion 4 t e rIc ' � tLteC Sup u Req, OTaxLevies DThan `"eau's M- Tittle Pr.6erty OWSLCB reb nt or" V1 l ntS f od Service r . DATE OF ACTIOW� � � � � -3 DEFERRED'OR CONTINUED TO* APPROVEI DEN IED ABSTAIN Dl:.. D24 D3: 3.292 EXHIBIT K Form of Participation Agreement MEMBERS MAY HAVE ADDITIONAL OBLIGATIONS TO SUPPLIER UNDER THE FOLLOWING PARTICIPATION AGREEMENT THAT ARE NOT SPECIFICALLY COVERED OR CONTEMPLATED BY THE APPLICABLE VIZIENT AGREEMENT. ACCORDINGLY, (I) VIZIENT HAS NOT NEGOTIATED OR APPROVED THE TERMS OF SUCH PARTICIPATION AGREEMENT(S) AND (II) MEMBERS HAVE THE ABILITY TO NEGOTIATE THE TERMS OF SUCH PARTICIPATION AGREEMENT(S) LOCALLY TO SUIT THEIR SPECIFIC NEEDS. AS SUCH, EACH MEMBER MAY RETAIN ITS OWN LEGAL COUNSEL WHEN NEGOTIATING AND/OR ENTERING INTO THE APPLICABLE PARTICIPATION AGREEMENT. PARTICIPATION AGREEMENT — FD3081 This Participation Agreement is entered into as of the day of 920 and effective on a date mutually agreed to between Customer and Distributor, by and between the undersigned ("Customer"), as owner or operator of certain establishments (the "Customer Locations") and Sysco , [Inc.] [LLC] (the "Distributor ") on behalf of Sysco Corporation and certain of its operating subsidiaries and affiliated companies (collectively, "Sysco"). Sysco is approved to provide distribution services to Customer, as a franchisee or member of a group purchasing organization with, or a company that obtains procurement services through Vizient Supply, LLC or any of its affiliates (the "Master Organization") pursuant to that certain Foodservice Distribution Agreement entered into between Sysco and the Master Organization (the "DA"). All capitalized terms not otherwise defined in this Participation Agreement shall have the meanings ascribed to them under the DA. In consideration of the premises and the mutual covenants, the sufficiency of which is acknowledged by them, the Customer and Distributor agree as follows: 1. Binding Nature of the DA/Term. Customer acknowledges and agrees: (i) Sysco's distribution of Products to Customer Locations will be pursuant to the DA between Sysco and Master Organization (ii) to be bound by the terms of the DA, as amended by time to time between Sysco and the Master Organization and (iii) throughout the term of the Participation Agreement, in order to receive the pricing as provided by the DA, commit to order not less than 70% of all dollars spent on Products from Distributor.. To the extent that Distributor is unable to supply such Products; those purchases shall be excluded from the 70% calculation. 2. Termination of Participation Agreement. This Participation Agreement will end upon the termination of the DA, unless this Participation Agreement is earlier terminated under the terms of the DA. Furthermore, if a Customer is no longer recognized as a "Member" in the Vizient Database, as defined in the DA, this Participation Agreement will terminate effective as of the date of that Customer's departure from the Vizient membership. 3. Credit Terms. Credit terms are established in the separate Credit Application executed and submitted by Customer to Distributor. If Customer fails to pay for any Product within the established credit terms, Distributor, immediately upon written notice to Customer, shall be entitled to (i) withhold future deliveries of Products to the Customer until Distributor receives all amounts owed to it and (ii) condition future deliveries upon more stringent payment terms (ex: shortened payment periods, cash on delivery, cash in advance, guaranties to Distributor, pledging of collateral, etc.). 4. Release. Customer agrees that Distributor's ability to perform distribution services for Customer under this Participation Agreement is expressly contingent upon the Master Organization's approval for it to do so. Accordingly, Customer hereby releases Distributor, Sysco, Affiliates, and each of their respective officers, employees, and directors from any and all losses, damages, or claims ("Claims") that Customer may have or suffer as a result of (i) Sysco's discontinuance of services, in whole or in part, to Customer as a result of notice or instructions from the Master Organization to cease such services or the termination of the DA and (ii) Sysco's sharing of information with the Master Organization concerning purchases by Customer, Customer's accounts receivable with Sysco, and other similar matters relating to Sysco's relationship with Customer relating to the DA. Customer further releases Distributor, Sysco and their Affiliates from any Claims arising from Sysco's payment of allowances or other compensation to the Master Organization or its designee, based, in whole or in part, upon sales of Product to Customer. Customer specifically consents to disclosure of the information described in clause (ii). 5. Warranties. Sysco warrants that all Products other than Customer Directed Products, as of the time of delivery to Customer, (i) will meet the written specifications for such Product provided by Sysco and (ii) to the extent the Product is subject to the Federal Food, Drug and Cosmetic Act (the "FDC Act"), will not be adulterated or misbranded within the meaning of the FDC, Act. Sysco warrants that all Products subject to the statutory trust imposed by the Perishable Agricultural Commodities Act will be free and clear of any adverse lien or security interest. NO PERSON IS AUTHORIZED TO MAKE ANY WARRANTY OR REPRESENTATION IN ADDITION TO OR IN CONFLICT WITH THE WARRANTIES* SET FORTH IN THIS SECTION 4. Except as expressly provided herein, SYSCO MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES THAT ARISE FROM TRADE USAGE OR CUSTOM. In no event shall either Sysco or Customer be liable FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY SORT (INCLUDING WITHOUT LIMITATION, LOST PROFITS AND LOST ENTERPRISE VALUE) INCURRED BY THE OTHER PARTY WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS PARTICIPATION AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF IT IS ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES, except for losses arising from third party claims that are subject to the indemnification obligations described in the DA or losses suffered by a party as a result of the breach by the other party and/or its affiliates, employees, officers, or directors, of the confidentiality provisions set forth in this Participation Agreement. 6. Waiver of Jury. Customer affirmatively waives its right to jury trial with respect to any disputes, claims or controversies- of any kind whatsoever under this Participation Agreement or the DA. Entire Agreement. This Participation Agreement, together with the DA, constitutes the entire agreement between the parties with regard to the subject matter hereof and supersedes all prior agreements, understandings and representations or promises exchanged by the parties, whether verbal or written. This Participation Agreement may not be modified except through a writing that is signed by Customer, Distributor, and Vizient, with the exception of any promissory note, security agreement or other credit or financially related document(s) executed by Member and Distributor. DISTRIBUTOR Sysco , (LLC) (Inc.) Signature: Printed Name: Title: Date: CUSTOMER Facility/Business Name: Grant County Jail /Grant County Sheriffs Office Address: P.O. Box 37 City, State, Zip Authorized Signature: Printed Name: Title: Date: Phone Number: Email Address: Ebhrata, WA 98823 Current Sysco Customer: Yes No X 4 Current GPO Affiliation Sysco Account Number: *if you have multiple facilities, you may include a list with multiple addresses Vizient Member ID #: 3986 - Sourcewell/Omnia member number LIC: N/A GLN: N/A Vizient Sysco Date: "Q- 161 `J3 ATTEST: APPROVED AS TO FORM: Rebekah MAXayibr, WSBA #53257 Grant County Prosecutor's Office Chief Civil Deputy Prosecuting Attorney Date:// -f2 / L.;2-3 BOARD OF COUNTY COMMISSIONERS GRANT COUNTY, WASHINGTON R o b J 64ete6 i r A i windy Carte C airl", e Vice -Cha'\' � Danny ?"hone, Member