2023/07/24 Buyboard Buy Board National Purchasing Cooperative Interlocal Participation Agreement
(Revised by the Cooperative Board of Trustees on August 9, 2023.) Page 1 of 7
NATIONAL PURCHASING COOPERATIVE
INTERLOCAL PARTICIPATION AGREEMENT
This Interlocal Participation Agreement (“Agreement”) is made and entered into on the date indicated
below by and between the National Purchasing Cooperative (“Cooperative”), an administrative agency of
cooperating local governments and other governmental entities, acting on its own behalf and the behalf of all
participating governmental entities, and the undersigned governmental entity (“Cooperative Member”).
I. RECITALS
WHEREAS, the National Purchasing Cooperative was formed on May 26, 2010, by certain local
governments that entered into an Organizational Interlocal Agreement; and
WHEREAS, the purpose of the Cooperative is to facilitate compliance with state procurement
requirements, to identify qualified vendors of commodities, goods and services, to relieve the burdens of the
governmental purchasing function, and to realize potential economies of scale, including administrative cost
savings, for Cooperative Members;
NOW THEREFORE, in consideration of the mutual covenants, promises and obligations contained
herein, the undersigned Cooperative Member and the Cooperative agree as follows:
II. TERMS AND CONDITIONS
1. Adopt Organizational Interlocal Cooperation Agreement. The Cooperative Member by the
execution or acceptance of this Agreement hereby adopts and approves the Organizational Interlocal
Agreement, as last amended and restated, which agreement is incorporated herein by reference (and is available
from the Cooperative upon request). The Organizational Interlocal Agreement establishes the Cooperative as
an administrative agency of its collective participants, and Cooperative Member agrees to become a participant
or additional party to the Organizational Interlocal Agreement.
2. Term. The initial term of this Agreement shall commence on the date it is executed by both parties and
shall automatically renew for successive one-year terms unless sooner terminated in accordance with the
provisions of this Agreement. If the Cooperative Member is an existing Cooperative Member that joined the
Cooperative by executing a participation agreement which authorized amendment upon the Cooperative
providing prior written notice, then this Agreement will be deemed an Amendment by Notice, effective on the
61st day that the Cooperative Member is sent notice of this Agreement. In addition, this Agreement will
continue to automatically renew for successive one-year terms on the anniversary date of the Cooperative
Member’s initial term (not the effective date of the amendment), unless the Agreement is sooner terminated in
accordance with the provisions herein.
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3. Termination.
(a) By the Cooperative Member. This Agreement may be terminated by the Cooperative
Member at any time by 30 days prior written notice to the Cooperative as provided in Article III, Section 14,
provided any amounts owed to any vendor have been fully paid.
(b) By the Cooperative. The Cooperative may terminate this Agreement by:
(1) Giving 10 days notice as provided in Article III, Section 14, to the Cooperative Member
if the Cooperative Member breaches this Agreement; or
(2) Giving 30 days notice as provided in Article III, Section 14, to the Cooperative Member
with or without cause.
(c) Termination Procedure. If the Cooperative Member terminates its participation under this
Agreement or breaches this Agreement, or if the Cooperative terminates participation of the Cooperative
Member, the Cooperative Member shall bear the full financial responsibility for all of its purchases made from
vendors under or through this Agreement. The Cooperative may seek the whole amount due, if any, from the
terminated Cooperative Member. In addition, the Cooperative Member agrees it will not be entitled to any
distribution which may occur after the Cooperative Member terminates from the Cooperative.
4. Payments by Cooperative Member. The Cooperative Member will make timely payments to the
vendor for the goods, materials and services received in accordance with the terms and conditions of the bid
invitation, instructions, and all other applicable procurement documents. Payment for goods, materials and
services and inspections and acceptance of goods, materials and services ordered by the procuring Cooperative
Member shall be the exclusive obligation of the procuring Cooperative Member, and not the Cooperative.
Furthermore, the Cooperative Member is solely responsible for negotiating and securing ancillary agreements
from the vendor on such other terms and conditions, including provisions relating to insurance or bonding, that
the Cooperative Member deems necessary or desirable under federal, state or local law, local policy or rule, or
within its business judgment.
5. Payments by Vendors. The parties agree that the Cooperative will require payment from vendors
which are selected to provide goods, materials or services to Cooperative Members. Such payment (hereafter
“Vendor Fees”) may be up to two percent (2%) of the purchase price paid by Cooperative Members or a flat
fee amount that may be set from time to time by the Cooperative Board of Directors. Cooperative Member
agrees that these Vendor Fees fairly compensate the Cooperative for the services and functions performed
under this Agreement and that these Vendor Fees enable the Cooperative to pay the administrative, licensing,
marketing, and other expenses involved in successfully operating a program of electronic commerce for the
Cooperative Members. Further, Cooperative Member affirmatively disclaims any rights to such Vendor Fees,
acknowledging all such fees are the property of the Cooperative. Similarly, in no event shall a Cooperative
Member be responsible for payment of Vendor Fees.
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6. Distribution. From time to time, and at the sole discretion of the Cooperative Board of Directors, the
Cooperative may issue a distribution to Cooperative Members under a plan developed by the Cooperative
Board of Directors. The Cooperative Member acknowledges that a distribution is never guaranteed and will
depend on the overall financial condition of the Cooperative at the time of the distribution and the purchases
made by the Cooperative Member.
7. Administration. The Cooperative may enter into contracts with others, including non-profit
associations, for the administration, operation and sponsorship of the purchasing program provided through
this Agreement. The Cooperative will provide reports, at least annually, to the Cooperative Member
electronically or by mail. Cooperative Member will report purchase orders generated under this Agreement to
the Cooperative or its designee, in accordance with instructions of the Cooperative.
8. BuyBoard®. Cooperative Member will have a non-exclusive license to use the BuyBoard electronic
purchasing application during the term of this Agreement. Cooperative Member acknowledges and agrees that
the BuyBoard electronic application and BuyBoard trade name are owned by the Texas Association of School
Boards, Inc. (“TASB”), and that neither the Cooperative nor the Cooperative Member has any proprietary
rights in the BuyBoard electronic application or trade name. The Cooperative Member will not attempt to
resell, rent, or otherwise distribute any part of BuyBoard to any other party; nor will it attempt to modify the
BuyBoard programs on the server or acquire the programming code. The Cooperative Member may not attempt
to modify, adapt, translate, distribute, reverse engineer, decompile, or disassemble any component of the
application. The Cooperative Member will use BuyBoard in accordance with instructions from the Cooperative
(or its designee) and will discontinue use upon termination of participation in the Cooperative. The Cooperative
Member will maintain equipment, software and conduct testing to operate the BuyBoard system at its own
expense.
III. GENERAL PROVISIONS
1. Amendment by Notice. The Board may amend this Agreement, provided that prior written notice is
sent to the Cooperative Member at least 60 days prior to the effective date of any change described in such
amendment and provided that the Cooperative Member does not terminate its participation in the Cooperative
before the expiration of said 60 days.
2. Authorization to Participate and Compliance with Local Policies. Each Cooperative Member
represents that its governing body has duly authorized its participation in the Cooperative and that the
Cooperative Member will comply with all state and local laws and policies pertaining to purchasing of goods
and services through its membership in the Cooperative.
3. Bylaws. The Cooperative Member agrees to abide by the Bylaws of the Cooperative, as they may be
amended, and any and all written policies and procedures established by the Cooperative that apply to
Cooperative Members. The Cooperative shall provide written notice to the Cooperative Member of any
amendment to the Bylaws of the Cooperative and any written policy or procedure of the Cooperative that is
intended to be binding on and applicable to the Cooperative Member. In addition to any other notice method
specified in this Agreement, notice under this Section may be satisfied by posting of the applicable bylaws,
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policy, or procedure on the Cooperative’s website or BuyBoard application landing page for Cooperative
Members.
4. Cooperation and Access. The Cooperative Member agrees that it will cooperate in compliance with
any reasonable requests for information and/or records made by the Cooperative. The Cooperative reserves
the right to review and audit the relevant and available records of any Cooperative Member. Any breach of this
provision shall be considered material and shall make the Agreement subject to termination on 10 days written
notice to the Cooperative Member.
5. Coordinator. The Cooperative Member agrees to appoint a program coordinator who shall have
express authority to represent and bind the Cooperative Member, and the Cooperative will not be required to
contact any other individual regarding program matters. Any notice to or any agreements with the coordinator
shall be binding upon the Cooperative Member. The Cooperative Member reserves the right to change the
coordinator as needed by giving written notice to the Cooperative. Such notice is not effective until actually
received by the Cooperative.
6. Current Revenue. The Cooperative Member hereby represents that all payments, fees, and
disbursements required of it hereunder shall be made from current revenues budgeted and available to the
Cooperative Member.
7. Defense and Prosecution of Claims. The Cooperative Member authorizes the Cooperative to handle
the commencement, defense, intervention, or participation in a judicial, administrative, or other governmental
proceeding or in an arbitration, mediation, or any other form of alternative dispute resolution, or other
appearances of the Cooperative (as an entity) in any litigation, claim or dispute which arises from the services
provided by the Cooperative. Neither this provision nor any other provision in this Agreement will create a
legal duty for the Cooperative to provide a defense or prosecute a claim; rather, the Cooperative may exercise
this right in its sole discretion and to the extent permitted or authorized by law. The Cooperative Member shall
reasonably cooperate and supply any information necessary or helpful in such prosecution or defense. Subject
to specific revocation, the Cooperative Member hereby designates the Cooperative to act as a class
representative on its behalf in matters arising out of this Agreement and pertaining to the collective or
predominant interest of Cooperative Members. Nothing herein grants the Cooperative any rights to file,
defend, or settle any claim on behalf of the Cooperative Member in its individual capacity.
8. Governance. The Board of Directors (Board) will govern the Cooperative in accordance with the
Bylaws.
9. Legal Authority. The Cooperative Member represents to the Cooperative the following:
a) The Cooperative Member has conferred with legal counsel and determined it is duly authorized
by the laws of the jurisdiction in which the Cooperative Member lies to participate in cooperative purchasing,
and specifically, the National Purchasing Cooperative.
b) The Cooperative Member possesses the legal authority to enter into this Agreement and can
allow this Agreement to automatically renew without subsequent action of its governing body.
c) Purchases made under this Agreement will satisfy all procedural procurement requirements that
the Cooperative Member must meet under all applicable local policy, regulation, or state law.
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d) All requirements––local or state–for a third party to approve, record or authorize the Agreement
have been met.
10. Disclaimer. THE COOPERATIVE, ITS ENDORSERS, SPONSORS, AND SERVICING
CONTRACTORS, WHETHER CURRENT OR FORMER AND INCLUDING TASB, (“COOPERATIVE
AND ASSOCIATES”) DO NOT WARRANT THAT THE OPERATION OR USE OF COOPERATIVE
SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
THE COOPERATIVE AND ASSOCIATES HEREBY DISCLAIM ANY AND ALL WARRANTIES,
EXPRESS OR IMPLIED, IN REGARD TO ANY INFORMATION, PRODUCT OR SERVICE FURNISHED
UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY AND ALL IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11. Limitation of Liability. To the extent permitted by law and without waiver of the disclaimer or other
limitation of liability in this Agreement, the parties agree that:
a) Neither party waives any immunity from liability afforded under law;
b) In regard to any lawsuit or formal adjudication arising out of or relating to this Agreement,
neither party shall be liable to the other under any circumstance for special, incidental, consequential, or
exemplary damages;
c) The maximum amount of damages recoverable will be limited to the amount of fees which the
Cooperative received as a direct result of the Cooperative Member’s purchase activity, within 12 months of
when the lawsuit or action was filed; and
d) In the event of a lawsuit or formal adjudication the prevailing party will be entitled to recover
reasonable attorney’s fees.
Without waiver of the disclaimer or other limitation of liability in this Agreement, the parties further agree to
limit the liability of Cooperative and Associates up to the maximum amount each received from or through the
Cooperative, as a direct result of the undersigned Cooperative Member’s purchase activity, within 12 months
of the filing of any lawsuit or action.
12. Limitation of Rights. Except as otherwise expressly provided in this Agreement, nothing in this
Agreement is intended to confer upon any person, other than the parties hereto, any benefits, rights, or remedies
under or by reason of this Agreement.
13. Merger/Entirety. This Agreement, together with the Cooperative’s Bylaws and Organizational
Interlocal Agreement, as amended and restated, represents the complete understanding of the Cooperative and
Cooperative Member. To the extent there exists any conflict between the terms of this Agreement and that of
prior agreements, the terms of this Agreement shall control and take precedence over all prior participation
agreements.
14. Notice. Any written notice to the Cooperative may be given by email to BuyBoard Administrator at
membership@buyboard.com; by U.S. mail, postage prepaid, and delivered to the National Purchasing
Cooperative, P.O. Box 400, Austin, Texas 78767-0400; by overnight courier or hand delivery to National
Purchasing Cooperative, 12007 Research Blvd., Austin, Texas 78759; or by other mode of delivery typically
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used in commerce and accessible to the intended recipient. Notices to Cooperative Member may be given by
email to the Cooperative Member’s Coordinator or other email address of record provided by the Cooperative
Member; by U.S. mail, postage prepaid, and delivered to the Cooperative Member’s Coordinator or chief
executive officer (e.g., superintendent, city manager, county judge or mayor); or by other mode of delivery
typically used in commerce and accessible to the intended recipient.
15. Severability. If any portion of this Agreement shall be declared illegal or held unenforceable for any
reason, the remaining portions shall continue in full force and effect.
16. Signatures/Counterparts. The failure of a party to provide an original, manually executed signature
to the other party will not affect the validity, enforceability or binding effect of this Agreement because either
party may rely upon an electronic or facsimile signature as if it were an original, including any Cooperative
Member signature executed by click and accept or similar electronic signature and acceptance. Furthermore,
this Agreement may be executed in several separate counterparts, each of which shall be an original and all of
which shall constitute one and the same instrument.
17. Authority. By the execution and delivery of this Agreement, the undersigned individual represents that
the individual is duly authorized by all requisite administrative action required to enter into and bind the entity
that is a party to this Agreement.
[Signature page follows.]
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(Revised by the Cooperative Board of Trustees on March 10, 2016).
IN WITNESS WHEREOF, the parties, acting through their duly authorized representatives, accept this
Agreement.
TO BE COMPLETED BY THE NATIONAL PURCHASING COOPERATIVE:
By: __________________________________________ Date:
Signature of authorized representative
__________________________________________
Printed name of person signing
Administrator’s Representative for the National Purchasing Cooperative
TO BE COMPLETED BY COOPERATIVE MEMBER:
[Signature required unless accepted as an Amendment by Notice as described in the Agreement.]
(Name of Local Government)
By:
Signature of authorized representative of Cooperative Member
Date:
Printed name and title of authorized representative
Coordinator for the
Cooperative Member is:
Name
Title
Mailing Address
City
State Zip Code
Telephone
Fax
Email
City of Menifee
Armando G. Villa, City Manager
29844 Haun Road
Menifee
CA.92586
Jennifer Christoffersen
Purchasing & Contracts Specialist
(951) 723-1731
(951) 679-3843
jchristoffersen@cityofmenifee.us
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7/24/2023
DocuSign Envelope ID: A22D503E-A1E4-49B7-902A-4F60D4A04BE1
Dan Troxell,
PH.D.,
Assistant
Secretary
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as of the Effective Date.
CITY OF MENIFEE
Armando G. Villa, City Manager
Attest:
Sarah Manwaring, City Clerk
Approved as to Form:
Jeffrey T. Melching, City Attorney
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