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<br />7. Defense and Prosecution of Claims. The Cooperative Member authorizes the
<br />Cooperative to regulate the commencement, defense, intervention, or participation in a
<br />judicial, administrative, or other governmental proceeding or in an arbitration, mediation, or
<br />any other form of alternative dispute resolution, or other appearances of the Cooperative
<br />and/or any past or current Cooperative Member in any litigation, claim or dispute, and to
<br />engage counsel and appropriate experts, in the Cooperative's sole discretion, with respect
<br />to such litigation, claim or disputes. The Cooperative Member does hereby agree that any
<br />suit brought against the Cooperative or a Cooperative Member may be defended in the
<br />name of the Cooperative or the Member by the counsel selected by the Cooperative, in its
<br />sole discretion, or its designee, on behalf of and at the expense of the Cooperative as
<br />necessary for the prosecution or defense of any litigation. Full cooperation by the
<br />Cooperative Member shall be extended to supply any information needed or helpful in such
<br />prosecution or defense. Subject to specific revocation, the Cooperative Member hereby
<br />designates the Cooperative to act as a class representative on its behalf in matters arising
<br />out of this Agreement.
<br />
<br />8. Governance. The Board of Trustees (Board) will govern the Cooperative in accordance
<br />with the Bylaws. Travis County, Texas will be the location for filing any dispute, claim or
<br />lawsuit.
<br />
<br />9. Limitations of Liability. COOPERATIVE, ITS ENDORSERS (TEXAS ASSOCIATION OF
<br />SCHOOL BOARDS, TEXAS ASSOCIATION OF COUNTIES, AND TEXAS MUNICIPAL
<br />LEAGUE) AND SERVICING CONTRACTOR (TEXAS ASSOCIATION OF SCHOOL
<br />BOARDS) DO NOT WARRANT THAT THE OPERATION OR USE OF COOPERATIVE
<br />SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. COOPERATIVE, ITS
<br />ENDORSERS AND SERVICING CONTRACTORS, HEREBY DISCLAIM ANY AND ALL
<br />WARRANTIES, EXPRESS OR IMPLIED, IN REGARD TO ANY INFORMATION,
<br />PRODUCT OR SERVICE FURNISHED UNDER THIS AGREEMENT, INCLUDING
<br />WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY
<br />OR FITNESS FOR A PARTICULAR PURPOSE. THE PARTIES AGREE THAT IN
<br />REGARD TO ANY AND ALL CAUSES OF ACTION ARISING OUT OF OR RELATING TO
<br />THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER UNDER ANY
<br />CIRCUMSTANCES FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY
<br />DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
<br />DAMAGES.
<br />
<br />10. Merger. This Interlocal Participation Agreement, Terms and Conditions, and General
<br />Provisions, together with the Bylaws, Organizational Interlocal Agreement, and Exhibits,
<br />represents the complete understanding of the Cooperative, and Cooperative Member
<br />electing to participate in the Cooperative.
<br />
<br />11. Notice. Any written notice to the Cooperative shall be made by first class mail, postage
<br />prepaid, and delivered to the Associate Executive Director Financial Planning, Texas
<br />Association of School Boards, Inc., P.O. Box 400, Austin, Texas 78767-0400.
<br />
<br />12. Venue. This Agreement shall be governed by and construed in accordance with the laws of
<br />the State of Texas, and venue shall lie in Travis County, Texas.
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<br />13. Warranty. By the execution and delivery of this Agreement, the undersigned individuals
<br />warrant that they have been duly authorized by all requisite administrative action required
<br />to enter into and perform the terms of this Agreement.
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