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NEO I ~~ AFFILIATE COOPERATIVE PLJRC)tIASING AGREEMENT Tlus Agreement ("Agreement") is made by and behween (the "Affiliate") -and the Northeast Ohio Sourcing Office ("NEO~SO") UotIn of which agree to the terms and conditions herein (collectively "the parties") and shall be effective as of the date set forth below. xECITALS: WHEREAS, NEO~SO was fornied, in part, for the purpose of operating as a collective purchasing and service organization to enable Affiliate and other suiularly situated entities to obtain competitive teens from vendors and service pl•oviders (the "Suppliers") by utilizing the combined purchasing power of all NEO~SO Members and Affiliates; W1-IEREAS, NEO~SO has conducted competitive bidding and selection processes, and entered info Master Contracts (the "Master Contracts") with the selected Suppliers to provide Affiliate with certaui group purchasing opportunities for products, services and back office flincfions (the "Offerings"); WHEREAS, Master Contracts are made available tlu•ough NEO~SO to participating entities so that such parties may participate in the Offerings on the same pricing, terms and conditions u1 accordance with applicable state and local Iaws and regulations; and WHEREAS, the Affiliate desires to utilize NEO~SO's Master Contracts and access Offerings. WITNESSETI~: NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby ackinowledged, the parties agree as follows: 1. Nl/O~SO agrees to provide the Affiliate with access to the Offeruigs ui accordance with the tertns of the Master Contracts and the Client Agreement. 2. The procurement of the Offeril~gs subject to this Agreement will be conducted in accordance with and subject to the relevant statutes, ordinances, rules- and regulations that govern the parties' procurement practices. 3. The Affiliate's use of Master Contracts will be in accordance with the terms and conditions of the bid, except as modification of those teens and conditions is otherwise allowed or required by applicable law. 4. NEO~SO will make available, upon reasonable request, information which may assist the Affiliate with improving tlne effectiveness, efficiency and economy of the Affiliate's use of and access to the Offerings. 5. The Affiliate will make tunely payments to the Supplier for any Offerings in which the Affiliate elects to participate in accordance with the teens and conditions of the Offering and the Master Contracts associated therewith. Payment for Offerings and 'inspections and acceptance of items or services ordered by the Affiliate will be the exclusive obligation of the Affiliate.. Disputes between the Affiliate aiid any Supplier will be resolved in accordance with the ternns and conditions of the appropriate Master Contract. -1- Norduast Oliio Sourcing Office I .5422 East 9Gt1- St. Suite 150 ww~y.neoso.org Cleveland, OIL 44125 p ~ 21G.S81.G200 F ~ 21G.581.G213 E~:1ITBIT "A"