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by the procuring party shall be the exclusive obligation of the procuring Cooperative <br />Member. <br /> <br />Cooperative Reporting. The Cooperative will provide periodic activity reports to the <br />Cooperative Member. These reports may be modified from time to time as deemed <br />appropriate by the Cooperative. <br /> <br />Administration. Cooperative Member will use the BuyBoard purchasing application in <br />accordance with instruction from the Cooperative; discontinue use upon termination of <br />participation; maintain confidentiality and prevent unauthorized use; maintain equipment, <br />software and testing to operate the system at its own expense; report all purchase orders <br />generated to Cooperative or its designee in accordance with instructions of the Cooperative; <br />and make a final accounting to Cooperative upon termination of membership. <br /> <br />Amendments. The Board may amend this agreement, provided that notice is sent to each <br />participant at least 60 days prior to the effective date of any change described in such <br />amendment which, in the opinion of the Board, will have a material effect on the Cooperative <br />Members participation in the Cooperative. <br /> <br />GENERAL PROVISIONS <br /> <br />Authorization to Participate. Each Cooperative Member represents and warrants that its <br />governing body has duly authorized its participation in the Cooperative. <br /> <br />Bylaws. The Cooperative Member agrees to abide by the Bylaws of the Cooperative, as they <br />may be amended, and any and all reasonable policies and procedures established by the <br />Cooperative. <br /> <br />Compensation. The parties agree that the payments under this Agreement and all related <br />exhibits and documents are amounts that fairly compensate the Cooperative for the services <br />or functions performed under the Agreement, and that the portion of gross sales paid by <br />participating vendors enables the Cooperative to pay the necessary licensing fees, marketing <br />costs, and related expenses required to operate a statewide system of electronic commerce <br />for the local governments of Texas. <br /> <br />Cooperation and Access. The Cooperative Member agrees that it will cooperate in <br />compliance with any reasonable requests for information and/or records made by the <br />Cooperative. The Cooperative reserves the right to audit the relevant records of any <br />Cooperative Member. Any breach of this Article shall be considered material and shall make <br />the Agreement subject to termination on ten (10) days written notice to the Cooperative <br />Member. <br /> <br />Page 3 of 6 <br /> <br /> <br />