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T-1 41 <br />? <br />1TEt? so"' <br />MASTER SERVICES AND CONSULTING AGREEMENT <br />This Master Services and Consulting Agreement ("AgreemenY') is entered into as of <br />, 200_ ("Effective Date"), between The Northeast Ohio Sourcing Office, an <br />Ohio nonprofit corporation organized as a regional council of governments under Chapter 167 of <br />the Ohio Revised Code ("NEOSO"), and ,(the "Governmental <br />Entity"). Capitalized terms not otherwise defined in the body of this Agreement have the <br />meanings assigned to them in the attached Ap enp dix 1. <br />Recitals <br />A. NEOSO was organized, in part, for the purposes of (i) providing consulting and <br />management to its Members, (ii) developing and implementing certain business processes <br />to be shared among the Members, and (iii) developing and operating as a collective <br />purchasing and service organization to enable its Members to obtain services ("Services") <br />from various service providers at competitive terms by utilizing the combined purchasing <br />power of all of NEOSO's Members. <br />B. NEOSO and the Governmental Entity entered into a Membership Agreement dated <br />, 200_ (the "Membership Agreement"), under which the Govemmental <br />Entity became a Member of NEOSO. <br />C. In order to purchase Services under any Available Contract, Section 1.4(a) of the <br />Membership Agreement permits the Govemmental Entity to purchase Services from any <br />Vendor and requires the parties to enter into a Master Services and Consulting <br />Agreement setting forth the terms and conditions under which the Services will be <br />provided for the Govemmental Entity. <br />D. The parties have decided to enter into this Agreement to govern the Services provided to <br />the Govemmental Entity through Available Contracts. <br />The parties agree as follows: <br />Article I <br />Nature and Scope of Services <br />Section 1.1. Scope. This Agreement provides the terms and conditions under which <br />NEOSO will contract to make Services available to the Govemmental Entity. <br />Section 1.2. Vendor Status. Unless otherwise specified in an Offering Addendum, <br />Services available under each Offering Addendum will be performed by a Vendor. Any <br />Offering Addendum for Services will be entered into between NEOSO and the Govemmental <br />Entity and will be acknowledged by the Vendor. Each Offering Addendum will include terms <br />and conditions specific to the particular Available Contract under which the Offering Addendum <br />is authorized and entered into. <br />Nartheast Ohio Sourcing OAice <br />www.ncoso.org <br />-1- <br />5422 f3nsc 96ch St. Suiic 15Q I p ? 216.5$1.6200 I ? <br />Clcvcland, OH 44125 f ? 2 t G.581.G213 <br />