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? <br />Oistributoi•s VI/arehou <br />NEO fi ADWAytomotive ? <br />ADW - AUTO PARTS PROGRAM <br />OFFERING ADDENDUM <br />EXttllsi 1 <br />--7? <br />THIS OFFERING ADDENDUM ("Offering Addendum") to the MASTER PRODUCTS <br />AGREEMENT dated as of , is entered into by and between <br />, a member political subdivision ("Governmental Entity") of the <br />Northeast Ohio Sourcing Office Company, an Ohio not-for-profit corporation with its principal place <br />of business at 5422 East 96th Street Suite 150, Cleveland, Ohio 44125 ("NEOISO") and Automotive <br />Distributors Co., Inc., an Ohio corporation with its principal place of business at 2981 Morse Road, <br />Columbus, Ohio 44022 ("ADW"). The effective date of this Offering Addendum is <br />("Effective Date"). <br />Recitals <br />A. NEOISO and the Governmental Entity entered into a Membership Agreement dated <br />, 200_ (the "Membership Agreement"), which is incorporated herein by this <br />reference, under which the Governmental Entity became a Member of NEOISO. <br />B. The Membership Agreement permits the Governmental Entity to purchase Products from <br />any Vendor by utilizing an Available Contract. In order to purchase Products under the <br />Available Contract, Section 1.4(a) of the Membership Agreement requires NEOISO and <br />the Governmental Entity to enter into a Master Products Agreement setting forth the <br />terms and conditions under which the Products will be provided for the Governmental <br />Entity. <br />C. On , NEOISO and ADW entered into a Master Agreement for <br />Products and Services, which is incorporated herein by this reference, to govern <br />Products provided to NEOISO Members through Available Contracts. <br />D. ADW is an automotive parts distributor and provides valuable inventory control and <br />timesaving services. ADW is available for consultation with respect to those services. <br />E. Governmental Entity requires automotive parts to support its activities and operations. <br />F. As a member of NEOISO, Governmental Entity desires to obtain automotive parts and <br />inventory control and timesaving services from ADW and ADW desires to provide the <br />same to Governmental Entity. <br />1. Introduction - Procedural Matters <br />A. NEOISO has determined that many of its members would benefit from (i) utilizing a <br />single supplier for high quality Original Equipment Manufacturer and aftermarket <br />automotive parts, (ii) leveraging the inventory control experts to assist in setting up and <br />maintaining Governmental Entity's automotive parts inventory, and (iii) implementing a <br />range of timesaving services to reduce the staff time and effort expended to acquire and <br />maintain automotive parts (collectively, "Auto Parts Products and Services"). <br />B. NEOISO procured a contract with ADW to provide Auto Parts Products and Services as <br />an Available Conract by an agreement dated <br />-1- <br />Northcast Ohio $ourcing OIPicc 5422 [ ast'JGth St. 5uitc 150 p 1216.581.6200 %v?N1W. ncnso.or€ ? Clcvcland, OFI // 125 , (' 1216.581.6213 <br />