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02/16/2021 04I Intergovernmental Cooperative Purchasing Agreement with OMNIA Partners 1 c):!:2--Y.1, • 1,:41 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 4.1. For Meeting of: February 16, 2021 ITEM TITLE: Resolution authorizing the execution of an Intergovernmental Cooperative Purchasing Agreement with OMNIA Partners SUBMITTED BY: Maria Mayhue, Purchasing Division Manager SUMMARY EXPLANATION: OMNIA Partners acquired US Communities, National IPA, and TCPN purchasing consortiums. The City of Yakima previously entered into intergovernmental cooperative purchasing agreements with all three of these purchasing consortiums.Although OMNIA automatically registered City of Yakima as a"legacy" participating agency, this Resolution will allow execution of an agreement directly with OMNIA Partners. ITEM BUDGETED: NA STRATEGIC PRIORITY: Partnership Development APPROVED FOR SUBMITTAL BY THE CITY MANAGER RECOMMENDATION: Approve Resolution ATTACHMENTS: Description Upload Date Type D esolunon I A0 1 esolution D Inter rnmental ran 12urchasin r ment 1/2•/2021 ntract 2 RESOLUTION NO. R-2021- A RESOLUTION authorizing the execution of an Intergovernmental Cooperative Purchasing Agreement with OMN IA Partners WHEREAS, the City of Yakima (City), desires to arrange for making cooperative purchases of certain goods and services with OMNIA Partners; and the City Council of the City of Yakima deems it to be in the best interests of the City that such arrangement be carried out; and; WHEREAS, pursuant to the provisions of RCW 39.34, the City of Yakima may enter into intergovernmental cooperative purchasing agreements with other public agencies in order to allow the parties of said agreements to cooperatively purchase or acquire supplies, equipment, and materials under contract and to utilize each other's contracts, as needs arise; and, WHEREAS, the City of Yakima previously entered into intergovernmental cooperative purchasing agreements with US Communities, National IPA, and TCPN purchasing consortiums who are now part of the OMNIA Partners Cooperative Purchasing Program; and; WHEREAS, it is recommended to City Council that the City of Yakima enter into an Intergovernmental Cooperative Purchasing Agreement with OMNIA Partners; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized and directed to enter into an Intergovernmental Purchasing Agreement with OMN IA Partners for the purpose mentioned above. ADOPTED BY THE CITY COUNCIL this 16'h day of February, 2021. ATTEST: Patricia Byers, Mayor City Clerk 3 PARTNERS LI ff Ni TO,,�3l.IPA i crni .',iµuorio .. MASTER INTERGOVERNMENTAL COOPERATIVE PFRCHASiN(: AGREEMENT This Master Intergovernmental Cooperative Purchasing Agreement(this"Apreeme(")is entered into by and between those certain government agencies that execute a Principal Procurement Agency Certificate ("Principal Procurement Agencies") with National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector and/or Communities Program Management, LLC, a California limited liability company d/b/a U.S. Communities(collectively,"OMNIA Partners")to be appended and made a part hereof and such other public agencies ("Participating Public Agencies") who register to participate in the cooperative purchasing programs administered by OMNIA Partners and its affiliates and subsidiaries (collectively,the "OMNIA Partners Parties") by either registering on the OMNIA Partners website (www ommaparb cr).com puhhesector or any successor website), or by executing a copy of this Agreement. RECITALS WHEREAS, after a competitive solicitation and selection process by Principal Procurement Agencies, in compliance with their own policies, procedures, rules and regulations, a number of suppliers have entered into"Master Agreements"(herein so called)to provide a variety of goods, products and services ("Products") to the applicable Principal Procurement Agency and the Participating Public Agencies; WHEREAS, Master Agreements are made available by Principal Procurement Agencies through the OMNIA Partners Parties and provide that Participating Public Agencies may purchase Products on the same terms, conditions and pricing as the Principal Procurement Agency, subject to any applicable federal and/or local purchasing ordinances and the laws of the State of purchase; and WHEREAS, in addition to Master Agreements, the OMNIA Partners Parties may from time to time offer Participating Public Agencies the opportunity to acquire Products through other group purchasing agreements. NOW, THEREFORE,in consideration of the mutual promises contained in this Agreement, and of the mutual benefits to result, the parties hereby agree as follows: 1. Each party will facilitate the cooperative procurement of Products. 2. The Participating Public Agencies shall procure Products in accordance with and subject to the relevant federal, state and local statutes, ordinances,rules and regulations that govern Participating Public Agency's procurement practices. The Participating Public Agencies hereby Version January 30,2020 4 acknowledge and agree that it is the intent of the parties that all provisions of this Agreement and that Principal Procurement Agencies' participation in the program described herein comply with all applicable laws, including but not limited to the requirements of 42 C.F.R. § 1001.952(j), as may be amended from time to time. The Participating Public Agencies further acknowledge and agree that they are solely responsible for their compliance with all applicable "safe harbor" regulations, including but not limited to any and all obligations to fully and accurately report discounts and incentives. 3. The Participating Public Agency represents and warrants that the Participating Public Agency is not a hospital or other healthcare provider and is not purchasing Products on behalf of a hospital or healthcare provider. 4. The cooperative use of Master Agreements shall be in accordance with the terms and conditions of the Master Agreements, except as modification of those terms and conditions is otherwise required by applicable federal, state or local law, policies or procedures. 5. The Principal Procurement Agencies will make available, upon reasonable request, Master Agreement information which may assist in improving the procurement of Products by the Participating Public Agencies. 6. The Participating Public Agency agrees the OMNIA Partners Parties may provide access to group purchasing organization ("GPO") agreements directly or indirectly by enrolling the Participating Public Agency in another GPO's purchasing program provided the purchase of Products through the OMNIA Partners Parties or any other GPO shall be at the Participating Public Agency's sole discretion. 7. The Participating Public Agencies (each a "Procurinn Party") that procure Products through any Master Agreement or GPO Product supply agreement (each a "GPO Contract") will make timely payments to the distributor, manufacturer or other vendor (collectively, "Supplier")for Products received in accordance with the terms and conditions of the Master Agreement or GPO Contract, as applicable. Payment for Products and inspections and acceptance of Products ordered by the Procuring Party shall be the exclusive obligation of such Procuring Party. Disputes between Procuring Party and any Supplier shall be resolved in accordance with the law and venue rules of the State of purchase unless otherwise agreed to by the Procuring Party and Supplier. 8. The Procuring Party shall not use this Agreement as a method for obtaining additional concessions or reduced prices for purchase of similar products or services outside of the Master Agreement. Master Agreements may be structured with not-to-exceed pricing, in which cases the Supplier may offer the Procuring Party and the Procuring Party may accept lower pricing or additional concessions for purchase of Products through a Master Agreement. 9. The Procuring Party shall be responsible for the ordering of Products under this Agreement. A non-procuring party shall not be liable in any fashion for any violation by a Procuring Party, and,to the extent permitted by applicable law,the Procuring Party shall hold non- Version January 30,2020 5 procuring party harmless from any liability that may arise from the acts or omissions of the Procuring Party. 10. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE OMNIA PARTNERS PARTIES EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING ANY PRODUCT, MASTER AGREEMENT AND GPO CONTRACT. THE OMNIA PARTNERS PARTIES SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL,INCIDENTAL,INDIRECT,CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF THE OMNIA PARTNERS PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE PROCURING PARTY ACKNOWLEDGES AND AGREES THAT THE OMNIA PARTNERS PARTIES SHALL HAVE NO LIABILITY FOR ANY ACT OR OMISSION BY A SUPPLIER OR OTHER PARTY UNDER A MASTER AGREEMENT OR GPO CONTRACT. 11. This Agreement shall remain in effect until termination by either party giving thirty (30)days' written notice to the other party. The provisions of Paragraphs 6- 10 hereof shall survive any such termination. 12. This Agreement shall take effect upon (i) execution of the Principal Procurement Agency Certificate, or (ii) registration on the OMNIA Partners website or the execution of this Agreement by a Participating Public Agency, as applicable. NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY, A DELAWARE CORPORATION D/B/A OMNIA PARTNERS, PUBLIC SECTOR AND/OR COMMUNITIES PROGRAM MANAGEMENT, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY D/B/A U.S. COMMUNITIES Authorized Signature Signature Sarah E. Vavra Name Name Sr. Vice President, Public Sector Contracting Title and Agency Name Title Date Date Version January 30,2020