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NEO SO ' Appendix 1 Definitions The term "Agreement" means this Master Services and Consulting Agreement entered into as of the Effective Date between NEOSO and the Govemmental Entity. The term "Authorized Representative" means a person authorized to bind the indicated party to the terms of this Agreement. As to NEOSO, this means that person or persons designated for this purpose by its Board of Directors from time to time. As to the Governmental Entity, this means The term "Authorizing Legislation" means (i) Ordinance No. adopted by the Governmental Entity on , 200 authorizing the Govemmental Entity to become a Member of NEOSO and authorizing the signing, delivery, and perfonnance of this Agreement, and (ii) any ordinance or resolution of the Govemmental Entity authorizing the signing, delivery, and performance of any Service Addendum. The term "Available Contract" means each contract negotiated by NEOSO under which its Members may purchase Services. The term "Entity" means any limited liability company, corporation, business association, partnership, joint venture, business or real estate investment trust, or organization whether or not for profit. The term "Governmental Entity Site" means any site owned or leased by, or otherwise under the responsibility of, or designated by, the Govemmental Entity at which Services are to be performed for the Governmental Entity under an Offering Addendum. The term "Member" means each political subdivision that is a meinber of NEOSO by (i) adopting the Authorizing Legislation, (ii) satisfying the qualifications and conditions of NEOSO's Code of Regulations, (iii) executing a membership agreement with NEOSO, and (iv) remaining compliant with all of its obligations to NEOSO under the membership agreement and under NEOSO's Code of Regulations. The term "Offering Addendum" means an addendum to the Agreement which specifies the Services to be provided at a Governmental Entity Site. The term "Person" means an individual, nominee, trust, or Entity whether acting on its own or in a representative capacity. The terin "Services" means services made available from Vendors to the Govemmental Entity, as the same may be changed from time to time. The term "Vendor" means an independent contractor, including its employees, agents and representatives, that perforins Services for the Govemmental Entity under any Offering Addendum and in accordance with the terms and conditions of the related Available Contract. uCL2263585 vL, Northeast Ohio Sourcing OHice wNvw.ncoso.org -9- 5422 f:asc 96rh 5c. Suiie 150 }, ? 216.581.6200 ?P Clevcland, OkI h?t12S f ? 216.581,6213 ?