HomeMy WebLinkAboutR-2008-168 City/County Purchasing Merge MOURESOLUTION NO. R-2008-168
A RESOLUTION authorizing and directing the City Manager of the City of Yakima to
execute a Memorandum of Understanding (MOU) between the City of
Yakima and Yakima County for the purpose of negotiating and
establishing an interim operating arrangement for joint City and County
purchasing while a comprehensive implementation plan is developed that
would effectuate the proposed merger of the City and County Purchasing
functions; and also authorizing the City Manager to execute additional
Interlocal Agreements, contracts and related documents necessary to
accomplish the merger.
WHEREAS, the City and the County have jointly been engaged in evaluating the
potential merger of their respective purchasing functions; and
WHEREAS, the City and County have determined there are significant economic,
operational and strategic advantages to such a merger, and
WHEREAS, the City and County desire to further evaluate the proposed merger of their
purchasing functions and to establish an interim operating arrangement to allow the time
necessary to prepare a strategy to facilitate the merger; and
WHEREAS, the City and the County agree to engage in the next steps necessary to
facilitate this process; and
WHEREAS, the parties will commit to continue working together in a cooperative
manner for the purpose of assembling a cross -functional team to develop a strategic plan; and
WHEREAS, the Intergovernmental Committee has reviewed the terms and conditions
of the MOU and supports further planning of the proposed purchasing department merger; and
WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to
enter into a Memorandum of Understanding to further investigate and develop the vision of
merging the City and County Purchasing Departments, Now, Therefore
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager of the City of Yakima is hereby authorized and directed to execute
the attached and incorporated Memorandum of Understanding between the City of Yakima
and Yakima County to facilitate establishing an interim operating agreement for joint City and
County purchasing while opportunities for a complete departmental merger are investigated
and while the actions necessary to accomplish the merger are completed; in order to address
the numerous steps necessary to complete the review and fulfillment of the proposed merger
objectives for the City and County Purchasing Departments the City Manager is hereby further
authorized to execute all additional Interlocal and contract agreements within his budgeted
authority to approve as shall become necessary to accomplish the merger of the City and
County Purchasing operations.
ADOPTED BY THE CITY COUNCIL this 9th day of De`mber, 2008.
avid Edler, ayor
r
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU") dated J @,.,- r 16, 2008 is by and
between,
and,
City of Yakima
129 North Second St.
Yakima, WA 98901
hereinafter referred to as "City"
Yakima County
128 North Second St.
Yakima, WA 98901
hereinafter referred to as "County"
RECITALS:
WHEREAS, the City and the County have jointly been engaged in evaluating the
potential merger of their respective purchasing functions; and
WHEREAS, the City and County have determined there are significant economic,
operational and strategic advantages to such a merger; and
WHEREAS, the City and County desire the merger of their respective purchasing
functions and establish an interim operating arrangement while an implementation plan is
developed; and
WHEREAS, the City and the County agree to engage in the next steps necessary
to facilitate this processes,
•
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants contained herein, the parties hereto agree as follows:
PURPOSE OF THE AGREEMENT:
The parties intend that this Agreement shall memorialize their desire to
cooperatively form a cross -functional team for the purpose of consolidating and
merging the City and County Purchasing Divisions, under the authority and in
conformance with RCW 39.34, the Interlocal Cooperation Act. This
Memorandum of Understanding (hereinafter referred to as "MOU") will provide
for the relationship necessary to initiate the next stage of the merge, which is
Strategic Planning.
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THE PARTIES AGREE AS FOLLOWS:
1. RESPONSIBILITIES — The responsibilities are defined as follows:
• A cross -functional team, hereinafter referred to as "Team" shall be formed
which will consist of City and County representatives from the following
departments with responsibilities as listed but not limited to:
➢ Purchasing
o City of Yakima Purchasing Manager shall serve as Project
Manager
• Management
o Oversight and input
• Information Technology
o Schedule demonstrations with e -procurement firms to find
a "best of breed" and determine if City and County
purchasing interface is feasible
o Implement and support systems
• Finance
o Address integration issues between e -procurement and
financial systems
o Establish financial protocols for joint purchasing office
o Develop methodology for allocating operational costs
0
• Human Resources
o Assist in defining staff requirements
o Develop recruitment plan for new city positions in
accordance with Civil Service Rules
A- Legal
o Establish framework for drafting consistent policies and
regulations
o Establish framework for developing uniform documents
o Draft Interlocal Agreement
➢ Other key departments as necessary
• The team shall be responsible for meeting a minimum of once per week
for one and one-half hours to engage in strategic planning to form a vision
of how the new merged function shall . operate, while keeping the
following parameters in mind:
➢ The City shall be the lead agency of the merged function and
provide all necessary management, personnel, benefits,
equipment and facilities to perform procurement services for
both entities.
2. EXCHANGE OF INFORMATION — The two entities shall freely exchange
information between themselves as needed to facilitate the consolidation.
3. OFFICE SPACE = A private office space shall be set up and maintained at the
County Courthouse for the purpose of city purchasing employees meeting with
county employees and vendors.
4. THE CONTACT REPRESENTATIVES FOR EACH OF THE ENTITIES ARE:
City:
Sue Ownby, Purchasing Manager
129 No. 2"d St.
Yakima, WA 98901
County:
Craig Warner, Budget Director
128 No. 2"d St.
Yakima, WA 98901
5. PERIOD OF VALIDITY
• This Memorandum will remain in effect until it is superseded by an
Interlocal Agreement to be executed between the two parties, or until it is
cancelled by either party, whichever comes first, but shall not, in any
event, continue beyond June 30, 2009.
6. No obligation, covenant, amendment or agreement relating to this MOU shall be
binding until signed by both parties.
7. AMENDMENT — This MOU may only be amended by a written modification
signed by both parties.
8. EXCLUSIONS — Yakima County Roads Department is excluded from
participating in this agreement per R.C.W. 36.32.240.
9. COMPLIANCE WITH LAW - Both parties to this MOU shall comply with all
applicable federal, state and local laws, rules and regulations in carrying out the
terms and conditions of this MOU.
10. Both parties agree that this MOU is the complete and exclusive statement of
understanding between the parties and supersedes all prior agreements, whether
oral or written, with respect to the subject matter hereof.
CITY OF YAKIMA YAKIMA COUNTY
R.A.Zais, Jr. it Manager
y
Date: /2-
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City Clerk b CI c ra h PI°or?
City Contract No. 0,00,i-/..9.3
Resolution No. ,Q - 8-/ar
Ronald F. Gamache, Chairman
and Elliott, Commissioner
Michael D. Leita, Commissionee r
Constituting the Board ofCounty
Commissioners For Yakima County, Washington
Date:
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CONTRACTS
Contract Title
Memorandum of Understanding
Contracting Party
Yakima County
Purpose
Merge City and County purchasing functions
Originating Division
Purchasing
Staff Liaison
Sue Ownby
Amendments
Effective Date
Eff. Date Explanation
Execution
Expiration Date
Exp. Date Explanation
Ongoing
Dollar Amount
Dollar Amt Explanation
Contract ID
2008-133
Resolution ID
R-2008-168
Insurance (yes/no)
Insurance Expires
Insurance Name
File Location No.
C 08 131
Archive Info
Comments
CONTRACT AGREEMENT
BETWEEN
FINANCIAL CONSULTING SOLUTIONS AND CITY OF YAKIMA,
GROUP, INC. A Washington Municipal Corporation,
Redmond Town Center
7525 166' Ave. N.E., Suite D-215
Redmond, WA 98052
129 North 2nd Street
Yakima, WA 98901
PROJECT: CITY OF YAKIMA/YAKIMA COUNTY PURCHASING MERGER
THIS AGREEMENT combines all understandings between the Parties regarding professional services
for the Project named above and supersedes all prior proposals, quotations, solicitations, negotiations,
representations, agreements or understandings, whether written or oral.
The performance of the professional services herein described and authorized by the City of Yakima, as
well as payment for such services, shall be in accordance with the terms and conditions presented in this
Agreement and the following Sections and Exhibits which are attached and incorporated by reference which,
taken together, shall constitute the whole Agreement.
Section I -
Section II -
Exhibit A
Exhibit B -
Relationship of the Parties
Contract Provisions
Scope of Work and Task Plan
Fee Schedule
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals effective the dates
recorded below.
APPROVED:
Financial Consulting Solutions Group, Inc.
Peter Moy
Principal
Date:
723/nr
APPROVED:
City of Yakima
R.A. Zais, Jr.
City Manager
Date: 72-9/09
ATTEST:
City Clerk
CITY CONTRAC F
RESOLUTION NO:,�,�/1 /l S�
1/23/2009 Page 2
SECTION I: RELATIONSHIP OF THE PARTIES
The City of Yakima ("Client") desires consulting services to develop an implementation plan for merging the
purchasing functions of the Client and Yakima County ("Project"). In furtherance of the Project, the Client
hereby contracts with Financial Consulting Solutions Group, Inc. ("FCS GROUP" or "Consultant") to
perform the professional services described in Exhibit "A" of this Agreement. All services shall be performed
under the supervision of the Client's Representative, Ms. Sue Ownby, or a designee or designees identified in
writing to FCS GROUP by the Client's Representative.
This Agreement shall inure to the benefit of and be binding upon successors, assigns and legal representatives of
each of the Parties hereto. Any assignment or transfer of an interest in this Agreement by either Party without
the written consent of the other shall be void. Such consent shall not be unreasonably withheld.
SECTION II: CONTRACT PROVISIONS
1. Scope of Work: FCS GROUP shall perform the services for the Client as detailed.in Exhibit "A", Scope
of Work and Task Plan (hereafter "Scope of Work"), which is attached hereto and hereby incorporated by this
reference.
2. Time for Completion: The Scope of Work for the conduct of the studies as set forth above shall be
completed by FCS GROUP within a time frame shown by the following contract schedule:
Contract Execution and Notice to Proceed: On or before January 31, 2009
Completion of Analytical Tasks: April 1, 2009
Completion of Final Project Deliverables: May 31, 2009
FCS GROUP agrees to perform the work described in the Scope of Work according to the contract schedule.
Any delays shall be agreed upon by FCS GROUP and Client prior to the due date. Changes in the schedule
caused by Client delays may require additional compensation and a change order.
If FCS GROUP is delayed in the performance of services by conditions which are mutually agreed by the parties
to be beyond their control, or by a change in the scope of work, the schedule showing time of performance may
be revised. Any revision thereto shall be submitted in writing to the Client for review and approval by the Client
Representative. If FCS GROUP's services are temporarily suspended by the Client in the interest of the Project
and with written notice to FCS GROUP, and the suspensions last longer than ninety (90) consecutive days, FCS
GROUP shall be compensated, in accord with written agreement of the parties, for the labor and direct expenses
incurred due to the interruption and resumption of services.
3. Payment: FCS GROUP will be paid by the Client on a time and materials basis as outlined below and in
accordance with the hourly billing rates attached hereto as Exhibit "B". FCS GROUP agrees to perform the
services as set forth in Exhibit "A" at a total cost not to exceed Thirty One Thousand Five Hundred Seventy
Dollars ($31,570). It is understood that FCS GROUP shall not exceed this total amount without prior written
authorization from the Client.
Payment to FCS GROUP for services set forth in Exhibit "A" shall be: an amount equal to FCS GROUP's
hourly billing rates as set forth in Exhibit "B" multiplied by the actual hours worked. Should any unforeseen
project delays not caused by FCS GROUP, and/or any written and mutually agreed upon amendments to the
original scope of work cause this contract to extend more than ninety (90) days past the original contracted Final
Completion date, any work and/or amendments to the work completed ninety (90) days after the Final
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1/2.3/2009 Page 3
Completion date shall be billed at the billing rates set forth in Exhibit "B", or as otherwise mutually agreed upon
in writing by the parties, for the period of time the work is being performed. If said change in billing rates will
cause the project to exceed the "not to exceed" amount stared in the preceding paragraph, a change order shall be
prepared and signed by both parties prior to the additional costs being incurred.
Direct expenses shall not be charged except as identified in Exhibit "B". Payment shall be made monthly upon
receipt and approval of FCS GROUP's comprehensive invoice.
4. Supplemental Agreements: Supplemental Agreements may be entered into upon the parties' mutual
written agreement that would increase or decrease the scope of work and associated costs and payment.
5. Work to be Accomplished: All work accomplished shall be performed under the direction of the Client
Representative or his/her Designee.
6. Termination: This contract may be terminated by the Client by giving FCS GROUP written notice of such
termination no fewer than fifteen (15) days in advance of the effective date of said termination. FCS GROUP
shall be entitled to terminate this agreement only in the case of a material breach by the Client, and upon failure
of the Client to remedy said breach within fifteen (15) days of receiving notice of said breach. In the event that
the contract is terminated before completion, FCS GROUP shall be paid for the services satisfactorily completed
to the date of termination on the basis set forth in Paragraph 3. In the event the contract is terminated by FCS
GROUP on the basis of Client's material breach, then in addition to the payment for services successfully
completed to the date of termination FCS GROUP shall also be entitled to receive ten percent (10%) of the total
compensation earned to time of termination to compensate for FCS GROUP's rescheduling adjustments,
reassignment of personnel, and related costs incurred due to termination. The Client shall notify FCS GROUP
of contract termination or abandonment in writing.
In the event that funding for this project is withdrawn, reduced or limited in any way after the effective date of
this agreement, the Client may summarily terminate this agreement upon providing the fifteen (15) day written
notice as set forth above. Termination under this paragraph shall be effective upon the date specified in the
written notice of termination sent by the Client to FCS GROUP. After the effective date, no charges incurred
under this agreement shall be allowed, and FCS GROUP shall be entitled to the additional ten percent (10%) of
total compensation paid to date of termination, as provided above.
Not withstanding the foregoing provisions, Client may terminate this contract effective immediately and without
the fifteen (15) day notice period set forth above in the event that FCS GROUP becomes insolvent, files for
bankruptcy protection, becomes unable to pay its debts as they become due, or materially breaches this
agreement. If termination occurs due to any of these circumstances, Client shall only be liable for work actually
performed, delivered and accepted and Client shall not be liable for any additional costs related to the
termination.
7. Indemnity: FCS GROUP shall comply with all Federal Government, State and local laws and ordinances
applicable to the work to be done under this Agreement.
FCS GROUP shall hold harmless, indemnify and defend the Client, its officers, officials, employees and agents,
from and against any and all claims, actions, suits, liability, losses, expenses, damages, and judgments of any
nature whatsoever, including costs and reasonable attorneys fees in defense thereof, for (i) negligent performance
of the provisions of this agreement that may result in, but are not limited to injury, sickness, disability or death
to persons or damage to property, to the extent caused by or arising out of the FCS GROUP's acts, errors or
omissions in the performance of this agreement, and (ii) claims that any deliverable supplied by FCS GROUP
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1/23/2009 Page 4 .
infringes any patent, copyright, trademark, trade name, or otherwise results in an unfair trade practice. FCS
GROUP's obligations hereunder shall not extend to injury, sickness, death or damage caused by or arising out of
the negligence of the Client, its officers, officials, employees or agents. In the event of the concurrent negligence
of the parties, FCS GROUP's obligations hereunder shall apply only to the percentage of fault attributable to
FCS GROUP, its employees or agents.
Further, FCS GROUP shall hold harmless, indemnify and defend the Client, its officers, officials, employees and
agents, from and against any and all third party claims, actions, suits, liability, losses, expenses, damages, and
judgments of any nature whatsoever, including costs and reasonable attorneys fees in defense thereof', to the
extent arising out of FCS GROUP's negligent act or omission in the performance of services hereunder, or
breach of any applicable laws or statutes by FCS GROUP, its employees, agents or subcontractors.
8. Insurance:
a. Workers' Compensation: FCS GROUP shall maintain workers' compensation insurance as required
by Title 51, RCW.
b. Commercial General Liability: FCS GROUP shall maintain Commercial General Liability coverage
for bodily injury, personal injury and property damage, subject to limits of not less than $1,000,000 per loss.
The general aggregate limit shall apply separately to this Contract and be no less than $2,000,000.
i. FCS GROUP shall provide Commercial General Liability coverage which does not exclude any
activity to be performed in fulfillment of this Contract. Specialized forms specific to the industry of
FCS GROUP will be deemed equivalent provided coverage is no more restrictive than would be
provided under a standard Commercial General Liability policy, including contractual liability coverage.
ii. FCS GROUP's Commercial General Liability insurance shall include the Client, its officers,
officials, employees and agents with respect to performance of services, and shall contain no special
limitations on the scope of protection afforded to the Client as an additional insured.
iii. FCS GROUP shall furnish the Client with evidence that the additional insured provision
required above has been met. An acceptable form of evidence is the endorsement pages of the policy
showing the Client as an additional insured.
iv. If FCS GROUP's liability coverage is written as a claims made policy, then FCS GROUP must
evidence the purchase of an extended reporting period or "tail" coverage for a three-year period after
project completion, or otherwise maintain the coverage for the three-year period.
v. If the Contract is over $50,000 then FCS GROUP shall also maintain Employers Liability
Coverage with a limit of not less than $1 million.
c. Automobile Liability: FCS GROUP shall maintain Business Automobile Liability insurance with a
limit of not less than $1,000,000, each accident combined Bodily Injury and Property Damages. Coverage shall
include owned, hired and non -owned automobiles.
d. Other Insurance Provisions:
i. FCS GROUP's liability insurance provisions shall be primary with respect to any insurance or
self-insurance programs covering the Client, its elected and appointed officers, officials, employees and
agents.
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1/2,3/2009 Page 5
ii. Any failure to comply with reporting provisions of' the policies shall not affect coverage
provided to the Client, its officers, officials, employees or agents.
iii. FCS GROUP'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.
iv. FCS GROUP shall include all subconsultants as insureds under its policies or shall furnish
separate certificates and endorsements for each subconsultant. All coverage for subconsultants shall be
subject to all of the requirements stated herein.
v. The insurance limits mandated for any insurance coverage required by this Contract are not
intended to be an indication of exposure nor are they limitations on indemnification.
vi. FCS GROUP shall maintain all required policies in force from the time services commence
until services are completed. Certificates, policies, and endorsements expiring before completion of
services shall be promptly replaced.
e. Verification of Coverage and Acceptability of Insurers: FCS GROUP shall place insurance with
insurers licensed to do business in the State of Washington and having A.M. Best Company ratings of no less
than A-, with the exception that excess and umbrella coverage used to meet the requirements for limits of liability
or gaps in coverage need not be placed with insurers or re -insurers licensed in the State of Washington.
i. Certificates of Insurance shall show the Certificate Holder as City of Yakima and include c/o of
the Office or Department issuing the Contract. The address of the Certificate Holder shall be shown as
the current address of the Office or Department.
ii. Written notice of cancellation or change shall be mailed to the Client's Contract Representative
identified in Paragraph 14 of this Contract
iii. FCS GROUP shall furnish the Client with properly executed certificates of insurance or a
signed policy endorsement which shall clearly evidence all insurance required in this section prior to
commencement of services. The certificate will, at a minimum, list limits of liability and coverage. The
certificate will provide that the underlying insurance contract will not be canceled or allowed to expire
except on thirty (30) days prior written notice to the Client.
iv. FCS GROUP or its broker shall provide a copy of any and all insurance policies specified in
this Contract upon request of the Client.
ti
9. Ownership of Work Product: Materials, computer programs, reports, calculations, analyses, etc., produced
in the performance of the work under this agreement shall be as works for hire as defined by the U.S. Copyright
Act of 1976 and shall be owned by the Client. This material specifically includes, but is not limited to, books,
computer programs,plans, specifications, documents, films, pamphlets, reports, sound reproductions, studies,
analysis, calculations, surveys, tapes, and/or training materials. Ownership includes the right to copyright,
patent, register, and the ability to transfer these rights. Client agrees that if it uses any materials prepared by FCS
GROUP for purposes other than those intended by this agreement it does so at its sole risk and it agrees to hold
FCS GROUP harmless therefore to the extent such use is agreed to in writing by FCS GROUP. Any financial
Microsoft Excel based spreadsheet models will be created for use of the Client but are tools generally used by
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1/23/2009 Page 6 .
FCS GROUP in its professional practice. Therefore, FCS GROUP retains the right to make use of the models
developed in this effort for use in other study engagements.
An electronic copy of all or a portion of material produced shall be submitted to the Client upon request or at
the end of the job. CDs with errors will be corrected and replaced by FCS GROUP if FCS GROUP is notified
in writing within 1 year of final delivery of the original disk to the Client.
10. Financial Forecasts: Neither FCS GROUP's name nor the report and its financial projections may
be referred to or included in any prospectus or as a part of any offering or representation made in connection
with the sale of securities or participation interests to the public, whether through a public or private offering.
Information used iri developing the forecast assumptions will be derived from published information and other
sources FCS GROUP considers appropriate. However, FCS GROUP cannot assume responsibility for the
accuracy of such material. Moreover, forecasts are subject to many uncertainties as to the future; therefore, FCS
GROUP cannot represent that projected financial results will be representative of the results that actually occur.
FCS GROUP will endeavor to include appropriate comments drawing the readers' attention to these matters.
11. Integrated Agreement: This agreement, together with attachments or addenda, represents the entire
and integrated agreement between the Client and FCS GROUP and supersedes all prior negotiations,
representations, or agreements written or oral. This agreement may be amended by written instrument signed by
both the Client and FCS GROUP.
12. Independent Contractor: The parties intend that an independent Contractor/Client relationship will be
created by this agreement. No agent, employee, or representative of FCS GROUP shall be deemed to be an
agent, employee, or representative of the Client for any purpose. FCS GROUP shall be solely responsible for all
acts of its agents, employees, representatives, and subcontractors during the performance of this contract.
13. Equal Opportunity: FCS GROUP will not discriminate against any employee or applicant for employment
because of age, race, color, religion, sex, or national origin. FCS GROUP will take affirmative action to ensure
that applicants are evaluated and selected, and that employees are treated during employment, without regard to
their age, race, color, religion, sex or national origin.
14. Notices: Notices to the Client shall be sent to the following address:
City of Yakima
Attention: Ms. Sue Ownby
129 North 2nd Street
Yakima, WA 98901
Notices to FCS GROUP shall be sent to the following address:
Financial Consulting Solutions Group, Inc.
Attention: Peter Moy, Principal
Redmond Town Center
7525 166`'' Ave. N.E. Suite D-215
Redmond, WA 98052
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1/23/2009 Page 7
15. Inspection of Books and Records: The Client may, at reasonable times, inspect the books and records of
FCS GROUP relating to the performance of this agreement. FCS GROUP shall keep all records required by
this agreement for six (6) years after termination of this agreement, for audit purposes.
16. Disputes: Differences between FCS GROUP and the Client, arising under and by virtue of this agreement,
shall be brought to the attention of the Client at the earliest possible time in order that such matters may be
settled or other appropriate action promptly taken. Any dispute relating to the quality or acceptability of
performance and/or compensation due FCS GROUP shall be decided by the Client's Contract Representative or
designee. All rulings, orders, instructions and decisions of the Client's Contract Representative shall be final and
conclusive, subject to FCS GROUP's right to seek judicial relief pursuant to Paragraph 17.
17. Choice of Law, Jurisdiction and Venue:
a. This agreement has been and shall be construed as having been made and delivered within the State
of Washington, and it is agreed by each party hereto that this agreement shall be governed by the laws of the
State of Washington, both as to its interpretation and performance.
b. Any action at law, suit in equity, or judicial proceeding arising out of this agreement shall be
instituted and maintained only in any of the courts of competent jurisdiction in the City of Yakima,
Washington.
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Exhibit A
Scope of Work
Task 1 — Kick -Off Meeting and Background Review
We will conduct a kick off meeting with key City/County staff to introduce the consultant team, study objectives,
methodology, schedule, and the roles of the City and County staff and the consultant team. We will also review
the preliminary data needs list which will include such items as current budgets, purchasing policies and
procedures, benchmarking data, an overview of current financial IT support systems, any preliminary plans for
organizational realignment, and other related documentation. The background data will be reviewed and a follow
up request will be prepared, if necessary.
As part of the background review, we will review the NIGP report and will review its recommendations with the
City's designated project manager to understand what recommendations were accepted and what implementation
or recommended actions are expected as a result of the study.
Task 2 — Interview Key Stakeholders
We will interview key City and County stakeholders in purchasing, management, finance, information systems,
legal, and other key stakeholders to assess what their expectations and issues are for a combined purchasing
organization. During the interviews, we will want the stakeholders to address the following types of questions:
• What is the vision of a joint purchasing program, and how will you know how well this vision is being
achieved?
• What are acceptable City/County cost -allocation methodologies in the short and long-term?
• How should the City and County develop and maintain similar purchasing policies and regulations?
• What changes need to be made to current purchasing protocols, processes and procedures, and how
closely can these be aligned between the City and County?
• What is the new expected level of service standards, and how should potential level of service issues be
resolved?
• What kind of e -procurement system should be used, and are there any integration issues with current
financial systems?
• What kind of hosting, networking, security and other technical issues need to be resolved?
If the above questions have been addressed by the NIGP report, we will confirm that the report's
recommendations to address these questions have been accepted and should be part of the implementation plan:
Task 3 — Develop a Mission, Vision, and Goals Statement
Based on our initial interviews, we will work with the cross functional team to develop a mission statement, a
vision, and goals for a newly formed purchasing organization. We will hold three facilitated sessions to work with
the team to develop an initial draft of these statements. This will create an initial strategic plan for the
implementation period and initial operation of the joint purchasing operations. Objectives or performance
measures may also be included where possible.
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1/23/2009 Page 9
Task 4 — Identify Implementation Issues
Working with key staff and members of the cross functional team and the background materials, we will prepare
an analysis of the issues, actions, and constraints relevant to implementing this merger. Potential implementation
areas include the following:
• Legal,
• Organizational,
• Staffing and personnel,
• Financing and funding
• Financial reporting and practices,
• Information Systems (e.g. e -procurement),
• City -County communications, training, and intergovernmental relations,
• Purchasing operating policies and procedures, and
• NIGP report recommendations.
As part of this task we will prepare a summary of the various issues and steps that need to occur to create and
operate a joint purchasing organization, and we will meet with the cross functional team to review the issues and
actions summary.
Task 5 — Develop the Implementation Plan
Based on Tasks 3 and 4 we will develop an implementation plan that will define the issues and actions, identify
the steps that need to be taken, assign individual or department responsibility, develop a timetable, where possible,
identify potential costs, and assign priorities. The implementation process will involve the cross functional team
who will again participate in the review and development of the plan. The purpose of the implementation plan is
help the City and the County make the organizational transition from two distinctly different organizations to a
single unified and more effective purchasing organization.
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1/23/2009
Exhibit B
Fee Schedule
Page 10
The exhibit below outlines the hourly rates, estimating the labor hours, cost per task and total project budget
described in the Scope of Work above:
Tasks
• Consultant Hours
Estimated Budget
Principal
Moy
Project
Consultant
Reese
Summit
Law
Klein/Schroeder
Admin.
Support
Total Labor
Hours Budget
Effective Hourly Billing flutes:
5195
S1-10
5350
S60
Task I: Kick-off Meeting & Background Review
8
8
2
18
$2,800
Task 2: Interview Key Stakeholders
8
8
. 16
$2,680
Task 3: Develop Mission, Vision, Goals, and Objectives
24
32
56
$9,160
Task 4: Identify Implementation Issues
30
24
8
62
$12,010
Task 5: Developthe Implementation Plan
16
12
2
30
$4,920
Total Estimated Labor Budget
86
• 84
8
4
182
$31,570
Total Project Budget $31,570
•:;> 1=C> GROUP www.fcgroup.cotn.
•
•
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 7
For Meeting Of December 9, 2008
ITEM TITLE: Consideration of a resolution authorizing the execution of a Memo of
Understanding (MOU) between the City of Yakima and Yakima County for the purpose of
establishing an interim operating arrangement while an implementation plan is developed to
potentially merge the City and County Purchasing functions.
SUBMITTED BY: Dave Zabell, Assistant City Manager
CONTACT PERSON/TELEPHONE: Dave Zabell, Assistant City Manager
Sue Ownby, Purchasing Manager/576-6695
SUMMARY EXPLANATION:
The City of Yakima and Yakima County have spent the past year evaluating their respective
purchasing operations and exploring the possibility of merging operations with a goal of
reducing costs and increasing efficiencies.
The first phase of this effort included a feasibility analysis conducted by the Nation Institute of
Government Purchasing (NIGP). During the course of the study, professionals from the NIGP
worked with City and County staff in evaluating current operations, identifying areas for
improvement, and examining the merger alternative. The feasibility analysis included
numerous recommendations for improvement, but more importantly identified the concept of a
merged purchasing operation as a viable alternative. Subsequent to the completion of the
NIGP analysis, City and County staff have been working collaboratively to evaluate the
alternatives and have concluded that a merged operation holds promise for the greatest
collective gains in efficiency and cost savings. (continued on next page)
Resolution Ordinance Other (Specify)
Contract Mail to (name and address):
Phone:
Funding Source General Fund Reye from County $56,400. General Fund Expenditures $72,248
APPROVED FOR SUBMITTAL:•-rzn, City Manager
STAFF RECOMMENDATION: Approve MOU.
BOARD/COMMISSION RECOMMENDATION: The Intergovernmental Committee
recommends proceeding approval of the work elements outlined in the MOU.
COUNCIL ACTION:
The City/County Intergovernmental Committee has been actively engaged throughout this
process and has played an instrumental role in maintaining progress and in providing
invaluable feedback. Working through. the IGC process, City and County staff have
addressed many of the challenges inherent with the proposed merger. The fruits of these
efforts are the attached Memorandum of Understanding (MOU) and the framework to
complete a successful merger evaluation and implementation plan. The County has
preliminarily agreed to reimburse the City for a portion of the expenditures related to the
strategic planning and implementation phase of the project per the attached Budget Wrap-up
memo dated November 24, 2008.
The MOU represents the next major phase of this effort resulting in the development of a
Strategic Plan that will map out in detail the steps necessary to implement a successful
merger.
While not contemplated, the process allows maximum flexibility for either agency at any time
to unilaterally determine it to be in their best interest to move forward alone. Should the City
and County ultimately determine a merger is in their best individual and collective interests, a
subsequent Inter -local Agreement will be required to establish the relationship. If the City and
County purchasing functions are ultimately merged, it would be the first City/County
Purchasing merger in over three decades in the nation and would serve as a model for
collaboration among local governments.
2009 BUDGET WRAP -LIP
OTHER SUPPLEMENTAL INFORMATION
DEPARTMENT: City Management DIVISION: Purchasing
POLICY ISSUE TITLE: Budget Adjustments
INTERDEPARTMENTAL MEMORANDUM
To: Yakima City Council — For Budget Wrap-up Packet
From: Dave Zabell, Assistant City Manager
Sue Ownby, Purchasing Manager
Date: November 24, 2008
Re: City/County Purchasing Merge — 2009 Budget Amendment
In preparation for and to facilitate the potential merger of the City and County Purchasing
functions, the 2009 budget has been amended to reflect the following:
> General Fund Revenue has been increased $56,400 (annual total)
• The County has agreed to pay the City a monthly sum of $4,700 for the purpose of
covering costs related to the strategic planning and implementation phase of the merge.
> General Fund Expenditures has been increased $72,248
• In addition to the revenue above being expended to hire one temporary staff and
provide special assignment pay for existing staff, the additional $13,000 will be used to
hire a third party consultant to assist with the strategic.planning phase of the merge. It
should be noted that the total cost to hire the third party consultant is $32,000 however,
the county has agreed to pay 60% of the costs. $13,000 is the city's portion.
A copy of the Joint Administrative Purchasing Assessment that the National Institute of
Governmental Purchasing completed in August 2008 was provided to council as an informational
item on November 4, 2008 and recommends the merge. A Memo of Understanding outlining the
vision of the merge and facilitates the next step towards strategic planning will be presented to
Council for its approval on December 9, 2008.
Budget Wrap -Lip 61
-7aDr-/33
Purchasing Department Merger
Interlocal Agreement
This Agreement is entered into by and between the City of Yakima, hereinafter denominated as the
"City", and Yakima County, herein denominated as the "County".
Whereas, such agreements are authorized by RCW Chapter 39.34 — Interlocal Cooperation Act; and,
Whereas, the City and County have entered into a Memorandum of Understanding (hereafter "MOU")
that establishes the framework to merge their respective purchasing functions;
Now, Therefore, in consideration of the mutual covenants, conditions and promises contained herein,
the parties hereto mutually agree as follows:
During the Strategic Planning and Implementation phases of the merger the City and
County shall agree to the following service provisions and consideration levels as outlined
in the MOU:
1. SERVICES
The City Purchasing Manager shall serve as the Project Manager and shall provide project
management during the strategic planning and implementation phase, as well as providing
assistance to Yakima County on procurement regulation.
2. CONSIDERATION
In exchange for and in consideration of the services to be performed by the City pursuant to
this agreement, the County agrees to pay the City a monthly sum of Four Thousand Seven
Hundred Dollars ($4,700.00), for the purpose of covering costs related to the strategic
planning and implementation phase. In addition, the County agrees to pay the city for sixty
percent (60%) of the total cost to hire an industry expert to facilitate the strategic planning
and implementation phase, up to a maximum County contribution of Nineteen Thousand
Two Hundred Dollars ($19,200.00). In addition to this maximum contribution the County
agrees to pay the City up to Five Thousand Dollars ($5,000.00) for one-time costs related to
the hiring of additional City staff to meet the terms of this agreement. Exclusive of all the
above -stated costs and per the provisions set forth in Section 7 below, the County also
agrees to share equally with the City of Yakima the cost of an E -Procurement system,
which is estimated to cost Two Hundred Fifty Thousand Dollars ($250,000.00). The City
shall submit an invoice for each of the costs incurred, in accord with actual costs at the time
of billing, up to the maximum costs established herein for each obligation, said invoice(s) to
be delivered no later than thirty (30) days after the conclusion of each month. The County
shall make payment to the City no later than thirty (30) days after receipt of the invoice.
Any additional costs incurred after execution of this agreement shall be negotiated and
approved through an agreement modification.
3. LIABILITY
a. To the maximum extent permitted by law, the County shall indemnify, hold harmless and
defend the City Purchasing Division, the City of Yakima, its employees, officers, elected
officials, and agents from any and all claims, demands, losses, liens, liabilities, penalties,
fines, lawsuits and other proceedings .and all judgments, awards, costs and expenses
(including attorneys' fees and disbursements), and litigation brought by employees or
former employees of the County arising out of or in connection with erroneous and/or
negligent actions, information or instructions from the County, its officials, officers,
employees, agents and/or volunteers under and pursuant to this Agreement. Further, by
mutual negotiation, the County hereby specifically waives, as respects the City and its
agents only, any immunity that would otherwise be available to the County against such
claims or litigation under the worker's compensation provisions of Title 51 RCW.
b. The City agrees to protect, defend, indemnify, and hold harmless the County, its officers,
elected officials, agents, and employees from any and all claims, demands, losses, liens,
liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs
and expenses (including attorneys' fees and disbursements) arising out of or in connection
with the erroneous and/or negligent actions, information or instructions of the City, its
officials, officers, employees, agents and/or volunteers under and pursuant to this
Agreement.
c. In the event that both the County and the City are negligent in a matter arising out of the
activities of the parties pursuant to this Agreement, each party shall be liable for its
contributory share [sol]of negligence for any resulting suits, actions, claims, liability,
damages, judgments, costs and expenses (including attorneys' fees).
d. Notwithstanding any provision to the contrary, the terms of this section shall survive any
expiration or termination of this Agreement.
4. IMPLEMENTATION
The County and the City shall be jointly responsible for implementation and proper
administration of this Agreement under the direction of the Project Manager and will refer
problems of implementation to the governing bodies for resolution if necessary.
5. TERMINATION
Termination of this Agreement by either party may be accomplished on thirty (30) days
written notice to the other party of the intent to terminate the Agreement. All costs that
have accrued up to the date of termination shall be allocated according to the terms of this
agreement. Further, actual costs associated with termination and separation of merged
purchasing services shall be reasonably allocated and reimbursed by the parties.
6. DURATION OF THE AGREEMENT
This Agreement shall commence on the date of execution by both parties, and shall
terminate on midnight, June 30, 2009, unless terminated earlier by either party in
accordance with Section 5.
7. PROPERTY
All real and personal property that is acquired through this agreement will remain the
property of the City. If the parties choose to jointly acquire an E -Procurement system said
acquisition shall be subject to a contractual agreement that is jointly approved by the City
and the County. Any such agreement for an E -Procurement system shall specifically
provide terms for separation and property distribution which are acceptable to both the City
and County in the event a joint purchasing function is not achieved.
8. NONDISCRIMINATION PROVISION
Neither party shall discriminate against any person on the grounds of race, creed, color,
religion, national origin, sex, age, marital status, political affiliation, sexual orientation, or
belief of the presence of any sensory, mental or physical handicap in violation of the
Washington State Law Against Discrimination (RCW chapter 49.60) or the Americans with
Disabilities Act (42 USC 12110 et seq.). In the event of the violation of this provision, the
other party may terminate this Agreement immediately.
9. ASSIGNMENT
This Agreement, or any interest herein, or claim hereunder, shall not be assigned or
transferred in whole or part by the County or City to any other person or entity without the
prior written consent of both parties. In the event that such prior written consent to an
assignment is granted, then the assignee shall assume all duties, obligations, and liabilities
of the assignor as are stated herein.
10. AMENDMENT
This Agreement shall be amended only by written mutual consent of the parties.
Amendments to this agreement may be initiated by any of the parties and shall become final
after agreement by all parties and appropriate signatories are attached.
11. NON -WAIVER
The failure of either party to insist upon strict performance of any provision of this
Agreement or to exercise any right based upon a breach thereof or the acceptance of any
performance during such breach shall not constitute a waiver of any right under this
agreement.
12. SEVERABILITY
If any portion of this Agreement is changed per mutual written agreement of the parties, or
if any portion of this Agreement is held invalid, the remainder of the Agreement shall
remain in full force and effect.
13. INTEGRATION
This written document, together with the associated Memorandum of Understanding
executed by the City and the County on December 9th and 16th respectively, 2008
constitutes the entire Agreement between the City and the County. There are no other
written agreements between the parties as to the subjects covered herein. No changes or
additions to this Agreement shall be valid or binding upon either party unless such change
or addition are in writing and executed by both parties. In the event there is a conflict
between the provisions of this Agreement and the MOU associated herewith, the terms and
conditions of this Interlocal Agreement shall control.
14. NOTICES
Unless stated otherwise herein, all notices and demands shall be in writing and sent or
hand -delivered to the parties to their addresses as follows:
City of Yakima
Yakima County:
Sue Ownby, Purchasing Manager
129 N. 2nd Street
Yakima, WA 98901
Craig Warner, Budget Director
128 N. 2nd Street
Yakima, WA 98901
or to such other addresses as the parties may hereafter designate in writing. Notices and/or
demands shall be sent by registered or certified mail, postage prepaid, or hand -delivered.
Such notices shall be deemed effective when mailed or hand -delivered to the named
representatives at the addresses specified above.
15. GOVERNING LAW
This agreement shall be governed by and construed in accordance with the laws of the State
of Washington.
16. APPROVAL
Each party shall approve this agreement by resolution, ordinance or as otherwise specified
by the laws and ordinances of the governing body of each party. The attested signatures of
the Mayor and the Yakima County Commissioners below shall constitute a presumption
that such approval was properly obtained.
CITY OF YAKIMA
R.A. Zais, Jr., Cit
nager
Date: a e e, _ 2 5) 2wB
o -
City Clerk eboo h ft•too
City Contract No. .'08-/y
Resolution No.
YAICIMA COUNTY
Ronald F. Gamache, Chairman
Approved as to form:
b ik,Wci
Deputy Prosecuting Attorney
�\\\`\KIMA0ii/,"
o .... ,
00& /0 ATTEST:
CQ OF�WAS/y/4,- . �<
z; istina S. Steiner Tiera L. Girard
�;'£lerk of the Board Deputy Clerk of the Board
Michael D. Leita, Commissioner
Constituting the Board of County Commissioners
for Yakima County, Washington
Date: \)-1, u 166