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N-OISO . . E MASTER AGREEMENT FOR BULK ROAD SALT THIS MASTER AGREEMENT FOR BULK ROAD SALT (this "AareemenY'), dated as of the Effective Date set forth in Appendix A, is entered into by and between The Northeast Ohio Sourcing Office Company, an Ohio not-for-profit corporation, with its principal place of business at 5422 East 96th Street, Suite 150, Garfield Heights, Ohio 44125 ("NEOISO"? and NORTH AMERICAN SALT COMPANY, with its principal place of business at 9900 W 109" St, Suite 600, Overland Park, Kansas 66210 ("NORTH AMERICAN"). Recitals A. NEOISO is a Council of Governments formed under Section 167 of the Ohio Revised Code. By virtue of this designation, any county, city, township, school district, special district, other public entity, or non-profit organization in the region may join NEOISO (the "Members") or utilize its product and service offerings (the "Participants"). B. NEOISO was organized to enable its Members and Participants to create leverage through their joint collaboration and to capture rneasurable value through improved service levels and reduced operating costs. C. NORTH AMERICAN provides valuable bulk road salt products (the "Products"). NORTH AMERICAN is the world's third largest salt producer and operates the world's largest salt mine in Ontario, with additional mines or production facilities located in Louisiana, Michigan, Utah, Kansas, Tennessee, Saskatchewan and Nova Scotia. D. NEOISO desires to make the Products from NORTH AMERICAN available to its Members and Participanfs, and NORTH AMERICAN desires to provide the same to NEOISO's Members and Participants. The parties agree as follows: . ARTICLE I. GENERAL BUSINESS TERMS Section 1.1 Products: Anaendices. NORTH AMERICAN agrees to provide the Products as may be agreed to by NEOISO and NORTH AMERICAN in accordance with the specific terms and conditions set forth in the appendices attached hereto and made a part of this Agreement (if one, an "Appendix" or more, "Appendices"). The Appendices in this Agreement are listed in the Statement of Contents. Appendix A attached hereto and incorporated herein by reference provides infor.mation applicable to all operations. Appendix B attached hereto and incorporated herein by reference ("Specific Terms Appendix") sets forth specific terms with respect to products sold to or services provided to or for NEOISO Members and Participants. Appendix C attached hereto and incorporated herein by reference provides pricing information with respect to the Products. Section 1.2 Commencement. of Proqram and Related Services No commitment to obtain the Products from NORTH AMERICAN may be made by any Member or any Participant except by the execution of such credit applications, forms, agreements, appendices, or other documentation as mutually agreed upon by NEOISO and NORTH AMERICAN. This Agreement and any Appendices executed at the time this Agreement is executed will become Northeast Ohio Sourcing Office 4829 Galaxy 1'arkwaq Suite A p 1216.839.1500 wwwneoso.org Cleveland, OH 44128 F 1216.503.4247 ? ?;