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NEO ~ ~o AFFIL)(ATE COOI"~RATIVE I'iJRCIIA.SING AGREE1ViI;LVT This Agreement {"Agreement") is made by and behween (the "Affiliate")'and the Northeast Ohio Sourcing Office ("NEO~SO") Uoth of which agree to. the teens and conditions herein (collectively "the parties") and shall be effective as of the date set forth below. RECITALS: WHEREAS, NEO~SO was forrii`ed, u~ 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 providers (tlie "Suppliers") by utilizing the combined purchasing power of all NEO~SO Members acid Affiliates; WHEREAS, NEO~SO has conducted competitive bidding and selecfion processes, and entered into Master Contracts (the "Master Contracts") with the selected Suppliers to provide Affiliate with certahi group purchasing opportunities for products, services and batik office fiinetions (the "Offerings"); WHEREAS, Master Contracts are made available tluough NEO~SO to participating entities so that such parties may participate in the Offerings on the same pricing, kernls and conditions Ill accordance with applicable slate and local laws and regulations; and WHEREAS, the. Affiliate desires to utilize NEO~SO's Master Contracts and access Offerings. WITNESSETII: NOW, THEREhORE, in consideration of the mutual covenants and agreements contained in this Agreement; and other good and valuable consideration, the receipt and sufficiency o£ which are hereby acknowledged, the parties agree as follows: 1. IV);O~SO agrees to provide the Affiliate with access'to the Offerings u~ accordance with the terms of the Master Contracts and the Client Agreement. 2. The procurement o~ the Offeriligs 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 ternis and conditions of the bid, except as modification of those terms 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 the effectiveness, efficiency and economy of the Affiliate's use of and access to the Offerings. S. The Affiliate will make timely 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 slid inspections and acceptance of items or services ordered by the Affiliate will be the. exclusive obligation of the Affiliate.. Disputes between the AfCliate aild any Supplier will be resolved in accordance with the terms. and conditions of the appropriate Master Contract. -1- Northeast bliio Sourcing Office I .522 bast 9Gth St. Suite 150 ~vw~y:neoso.org Cleveland, OI3 43125 p ~ 21G.58LG200 f ~ 216.581.6213 E~:T-ITBIT "A"