2-AFI Participating Addendum Example.docx

ALLIANCE FOR INNOVATION

PARTICIPATING ADDENDUM EXAMPLE

This Participating Addendum (the “PA”) is entered into as of last date of signature (the “Effective Date”), by and between _______________ (“Participating Entity”) and ___________________ (“Contractor”), with Alliance for Innovation (“AFI) acknowledged as the cooperative administrator. This PA adopts AFI Master Cooperative Participation Agreement (the “Master Agreement”).

RECITALS

WHEREAS, Alliance for Innovation (“AFI”) is a Texas nonprofit association of local governments that administers cooperative purchasing programs;

WHEREAS, Contractor has entered into a Master Cooperative Participation Agreement with AFI under which Contractor’s offerings may be made available to Participating Entities;

WHEREAS, Participating Entity desires to access Contractor’s offerings under the AFI cooperative program in accordance with applicable law;

NOW, THEREFORE, the Parties agree as follows:

ADOPTION; PURPOSE.

Adoption. Participating Entity adopts the Master Agreement for the purpose of procuring Offerings from Contractor under a cooperative purchasing arrangement.

PARTICIPATING ENTITY TERMS.

1.

2.

2.1. Entity Information. Participating Entity legal name, address, and authorized contacts are set forth in Exhibit 1 (Participating Entity Information).

2.2. Ordering. Participating Entity may issue Orders directly to Contractor. Orders will reference this PA and/or the Master Agreement as required by Participating Entity policy.

2.3. Payment. Participating Entity will pay Contractor directly in accordance with the applicable Order. AFI has no payment obligation.

ORDER OF PRECEDENCE.

In the event of conflict among documents applicable to Participating Entity purchases: (a) this PA, then (b) the Master Agreement, then (c) the applicable solicitation/addenda and Contractor’s response incorporated by AFI, then (d) the Order/SOW (to the extent it does not conflict), then (e) Contractor’s standard terms (rejected unless expressly accepted in this PA).

STATE/LOCAL REQUIRED TERMS.

Participating Entity may incorporate into this Participating Addendum or into an applicable Order, where permitted, mandatory provisions required by the Participating Entity’s applicable law and policies (including, as applicable, appropriation, fiscal funding out, public records, sovereign immunity/non-waiver, dispute resolution limitations, and required insurance limits).

TERM; TERMINATION.

This PA is effective on the Effective Date and remains in effect until the earlier of (a) expiration/termination of the Master Agreement, or (b) termination of this PA by Participating Entity upon written notice to Contractor (and AFI for administrative purposes). Termination of this PA does not automatically terminate existing Orders, except as provided in the Order or required by law.

GOVERNING LAW.

This PA and Participating Entity Orders are governed by the laws of the Participating Entity’s state, and venue lies in the county and state designated by Participating Entity’s applicable law or policy, unless otherwise required by law.

AFI ADMINISTRATIVE ROLE.

AFI administers the cooperative program and may receive administrative fees from Contractor under the Master Agreement. Participating Entity is not responsible for payment of any AFI administrative fee. AFI is not a party to Participating Entity Orders.

SOVEREIGN IMMUNITY; APPROPRIATIONS.

Sovereign Immunity. Nothing in this Participating Addendum, the Master Cooperative Participation Agreement, or any Order issued hereunder shall be construed as a waiver of any immunity, defense, limitation, or protection available to the Participating Entity under applicable federal or state law, including but not limited to sovereign immunity, governmental immunity, or immunity from suit or liability. All such immunities, defenses, limitations, and protections are expressly reserved.

Appropriations. The obligations of the Participating Entity under this Participating Addendum and any Orders issued hereunder are subject to the availability and lawful appropriation of funds. In the event funds are not appropriated or otherwise made available, the Participating Entity may terminate the applicable Order, in whole or in part, without penalty or further obligation, upon written notice to Contractor. The Participating Entity shall be liable only for payment for goods or services properly delivered and accepted prior to the effective date of termination.

IN WITNESS WHEREOF, the Parties have executed this Addendum as of the Effective Date first written above.

CC AFI Contract Administrator