014-20 - Resolution - Interlocal Agreement with National Intergovernmental Purchasing Alliance Company DBA Omnia PartnersRESOLUTTON NO. Ot4-20
A RESOLUTION OF THE CITY OF PORT ORCHARD, WASHINGTON,
AUTHORIZING THE MAYOR TO EXECUTE AN INTERLOCAL
AGREEMENT WITH NATIONAL INTERGOVERNMENTAL
PU RCHAST NG ALLTANCE COM PANY, D I B I A OM N rA PARTN ERS.
WHEREAS, Chapter 39.34 RCW, the lnterlocal Cooperation Act, authorizes the City of
Port Orchard to enter into an interlocal cooperation agreement with another agencies to
perform any governmental services, activity or undertaking which each contracting party is
authorized by law to perform, including cooperative governmental purchasing; and; and
WHEREAS, National lntergovernmental 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, Public Sector") is a national cooperative purchasing organization providing access to
contracts for its members through a Request for Proposal process conducted by a Principal
Procurement Agencies throughout the country; and
WHEREAS, to become a member and participate in this cooperative purchasing
organization, the City is required to execute a Master lntergovernmental Cooperative
Purchasing Agreement, akin to an interlocal agreement under Washington law, a copy of which
is attached hereto as "ExhibitA", and incorporated herein bythis reference; and
WHEREAS, the City Council has determined that the City is authorized to become a
member of OMNIA Partners, Public Sector to jointly make purchases with other participating
public entities in accordance with the lnterlocal Cooperation Act, Ch. 39.34 RCW; and
WHEREAS, the City has determined that it is in its best interest to enter into the
Agreement and become a member of OMNIA Partners, Public Sector in order to jointly make
purchases with other participating public entities; NOW THEREFORE
THE CITY COUNCIL OF THE CITY OF PORT ORCHARD, WASHINGTON, HEREBY RESOLVES
AS FOLLOWS:
THAT: The Mayor is authorized and directed to execute on behalf of the City of Port
Orchard the Master lntergovernmental Cooperative Purchasing Agreement attached as Exhibit
"A" with OMNIA Partners, Public Sector.
THAT: The City Clerk is authorized to make necessary clerical corrections to this
resolution including, but not limited to, the correction of scrivener's errors, references,
resolution numbering, section/subsection numbers and any references thereto.
THAT: The City Clerk is instructed to publish this Agreement on the City's website,
pursuant to RCW 39.34.040.
Resolution No. 014-20
Page 2 ol 2
THAT: This Resolution shall take effect and be in full force upon passage and signatures
hereon.
PASSED by the City Council of the City of Port Orchard, SIGNED by the Mayor and attested
by the Clerk in authentication of such passage this 12th day of May, 2020.
Robert Putaansuu, Mayor
ATTEST:
inearson, M MC, City Clerk
W,qllllll
Ex Aa
OMNIA
Contract No. 044-20
PARTNERSffi[Ilu*wxm*artl9rlraata . anf.r{aO . t{OtfGn
MA.trn R I NTTRGOVF RNM F'.NTA r . gOOpF.R ATI PURCHASTNG Ac REr.Mn NT
This Master Intergovernmental Cooperative Purchasing Agreement (this "Agfegggl') is enterod
into by and between those certain government agencies that execute a Principal Procurement
Agency Certificte ('princingl Pro(urcn ') with National Int€rgovemmental
Purehasing Alliance Company, a Delaware corporation d/bia OMNIA Pafiners, Public Seotor
andlor Communities Program Management, LLC, tCalifornia limited liability company dlbla
U.S.Communities(collectively,'.)tobeappendedandmaAe
aparthcreofandsuohotherpublicagenoies(.,@')whoregisterto
participate in tha cooperative purchasing programs administered by OMNIA Partners, Public
Sectoranditsaffrliatesandsubsidiaries(collective|y,the.,@')byeithcr
registering on the OMN|A Partners, Public Sector website (www.omniapartncrs. lffi
or any successor website), or by executing a copy of this Agreement.
RECITALS
WHER.DAS, 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 "Mlflf31Ag&g1fllg" (herein so called) to provide a variety ofgoods,
products and scrvices f'PIed11gf,1") to the applicable Principal Procurement Agancy and the
Participating Public Agencies;
WHEREAS' Master Agreements aremade available by Principal Procurement Agencies through
the OMNIA Partnsrs Parties and provide lhat Partiaipating Public Agcncies may purchase
Products on the same ierms, conditions and pricing as the Principal Procurement Agency, subject
to any applicable federal and/or local purchasing ordinances and the laws of flre State of purchase;
and
WIIf,nEAS, in addition to Master Agreements, the OMNIA Partnerc Parties may from time to
time offer Participating Public Agencies the opportunity to acquire Products through other group
purchasing agrsements.
NOW THEREX'ORE, in consideration ofthe mutual promises contained in this Agreement, and
of the mutual benefits to result the parties hereby agrce as follows:
l. Each party will facilitate the cooperative procut'ement 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
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 progranr described herein contply with
all applicable laws, including but not limited to the roquirements of 42 C.F.R. $ l00l .952(h), as
may be amended fiom time to time. 'l'he Participating Public Agencies further acknowledge and
agree that they are solely responsible for their cornpliance 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 Parlicipating
Public Agency is not a hospital or other healthcare provider and is not purchasing Products on
behalfofa hospital or healthcare provider.
4. The cooperative use ol Master Agreements shall be in accordance with the terms
and conditions o[the Master Agreernents, except as modifisation of those terms and conditions is
otherwise required by applicable federal, state or local law, policies or procedures.
5. The Principal Procuremcnt Agencies will make available, upon reasonable request,
Master Agreement information which may assist in irnproving the procurement of Products by the
Participating Public A gencies.
6. The Parlicipating Public Agency agrees the OMNIA Partners Parlies rnay provide
access to group purchasing organization ("$flQ") agreements directly or indirectly by enrolling
the Participating Public Agency in another GPO's purchasing program, including but not limited
to Vizient Source, LLC, Provista, Inc, and other OMNIA Partners, Public Seotor affiliates and
subsidiaries; provided the purchase of Products through thc OMNIA Paftners Parties or any other
GPO shall be at the Participating Public Agency's sole discretion.
7. The Participating Public Agencies (each a "fgtrggX|&Lllg$") that procure
Products through any Master Agreement or GPO Product supply agreement (each a "GEjQ
Cg1l>') will make timely payments to the distributor, manufacturer or other vendor
(collectively, "SqJUiliSI") for Products received in accordance with the terms and conditions ofthe
Master Agreement or CPO Contraot, as applicable. Payrnent for Products and inspections and
acceptance of Products ordered by the Procuring Party shall be the exclusive obligation of such
Procuring Par1y. Disputes between Procuring Party and any Supplicr shall be resolved in
accordance with the law and venue rules ofthe State ofpurchase unless otherwise agreed to by the
Procuring Party and Supplier.
L The Procuring Party shall not use this Agreement as a method for obtaining
additional concessions or rednced prices folpurchase of similar products or services outside of the
Master Agreement. Master Agreerrents may be structured with not-to-exceed pricing, in which
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cases ths Supplier may offer the Procuring Party and the Procuring Party may acceptlower pricing
or additional concessions for purchase of Products through a Master Agre,ement,
9. The ProcuringParty shall be responsible for the ordering of Products under this
Agreement. A non-procurlng pafty shalt not be liable in any fashion for any violation by a
Procuring Parly,and, to thc extent pcrmitted by applicable law, the Procuring Partyshall hold non-
procuring party hwmless from any litbility that may arise from the acts or omissions of thc
Procuring Party.
IO. WITHOUT LIMITING THE CENERALITY OF THE FOREGOING, THE
OMNIA PARTNERS PARTIES EXPRESSLY DISCLATM ALL EXPRESS OR IMPLIED
REPRESENTATIONS AND WARRANTIES REGARDING ANY PRODUCT MASTER
AGREEMENT AND CPO CONTRACT, THE OMNIA PARTNERS PARTIES SHALL NOT BE
LIABLE tN ANy WAY FOR ANy SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL,
EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN TF THE OMNIA PARTNERS
PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMACES. FURTI.TER" TI{E
PROCURING PARTY ACKNOWLEDGES AND AGREES THAT THE OMNI,A PARTNERS
PARTIES SHALL HAVE NO LIABILITY FOR ANY ACTOR OMISSION BY A SUPPLIER
OR OTHER PARTY TJNDER A MASTER AGREEMENT OR GPO CONTRACT.
I l. This Agreement shall rcmain in effect until termination by either pafty giving thirty
(30) days' written notice to the oth er party, Thc provisions of Paragraphs 6 - I 0 hereof shall survive
any such tennination.
12. This Agreement shall take effect upon (i) execution of the Principal Procurement
Agency Certificrte, or (ii) registration on the OMNIA Pa(ners, Public Sector website or the
execution of fhis Agrecment by a Participating Public Agency, as applicable.
TA PARTNER$, PUBLIC SECTOR
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Sarah E. Vavra
Name
Sr. Vice President. Public Sector Contracting .
Title
Date
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