Paxton/Patterson LLC Paxton/Patterson 10% Contract Reference Number: Website for on-line ordering with Bid terms:

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1 Paxton/Patterson LLC Paxton/Patterson 10% Contract Reference Number: C Website for on-line ordering with Bid terms: No Vendor Contact: Bob Lerczak Phone Number: Fax Number: Discount Exceptions: CareerPlus and CareerPlus2 modules; Paxton Action Lab modules; Growing Up Ready modules; Health Science Careers modules; ADMIN, STEM Train and Building Skills CTAs General Freight Terms: Freight Free, Prepaid & Included: Yes, orders over $100 $ Minimum: within miles: Prepaid & Added to Invoice: % added to order: Actual amount billed $10.00 added for orders less than $ General Freight Terms Exceptions: $25.00 added for Hazardous materials Inside delivery, liftgate truck delivery, Other Exceptions: installation, set up, debris removal, training is not included. Supplies: days Delivery ARO: Equipment: days Furniture: days P-Card Accepted: Yes, orders less than $2, Vendors' Principal Place of Business: Illinois

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8 LAKE COUNTY SCHOOLS Leading our Children to Success Procurement Services CR 561 Tavares FL (352) Fax: (352) Superintendent: Susan Moxley, Ed.D. School Board Members: District 1 Bill Mathias District 2 Rosanne Brandeburg District 3 Tod Howard District 4 Debbie Stivender District 5 Kyleen Fischer December 20, NOTICE OF AWARD Ms. Danielle Glodowski Paxton/Patterson LLC 7523 S. Sayre Avenue Chicago, IL RE: Bid #3745BM Catalog Discounts Dear Ms. Glodowski: At their meeting held on December 16, 2013, the Lake County School Board approved the award of the above referenced bid for the catalog(s) and/or website(s) shown below. The bid proposal we received from your company will serve as the contract and will be in effect from January 1, 2014 through December 31, Purchase orders will be issued as needed. Please note that it is your responsibility to label and distribute approved printed catalogs to LCSB schools and departments. As new catalogs become available it is your responsibility to 1) submit them to the Procurement Services Department for approval; and 2) label and deliver to the schools and departments. Paxton/Patterson On-line internet ordering may be allowed only if a web portal designed specifically for LCSB has been reviewed and approved by the Procurement Services Department. Such approval must be obtained prior to sending any information to the schools and departments. The Procurement Services Department must be notified of any website modifications, changes, or additions that could affect connectivity to the website during the term of this contract. A complete copy of the award recommendation letter and the bid tabulation may be viewed on the LCSB Procurement Services Department s website located at We look forward to working with you. If you have questions, please contact me at or piersonc@lake.k12.fl.us. Sincerely, Crystal Pierson, CPPB Certified Purchasing Agent Equal Opportunity in Education and Employment

9 ATTACHMENT 1 COST PROPOSAL FORM Vendor Name: _ PAXTON/PATTERSON LLC Vendor Bid/Contract Reference# (if applicable}: J2J_i..\'dC6~\J) Vendor has a website catalog that can be configured specifically for-~ by Lake County Schools for on-line ordering reflecting the special pricing offered: 0 Yes No ' CHOOSE ONLY ONE OF THE FOLLOWING DISCOUNT OPTIONS: 1. Percentage Discount offered on all items listed in catalog:.1q_% - -OR Percentage Discount offered by category (Vendor must provide definitive guidelines to ascertain the category in which a given item may be included.}: CATEGORY DEFINE CATEGORY %DISCOUNT Supplies: % Equipment: Other (Specify): % % Discount Exceptions: General Freight Terms (Check all that apply.) 0 Freight Free, Prepaid & Included D $. ' ~\-~\ minimu.m 4-- <jlj S\\\w\~'~3 0 wtthln mtles -\Q..t-K<\1;;; ~~ 0 Prepaid & Added to Invoice 0 We bill % of total order - Add % to each 0 We bill actual amount -- CONTRACT DISCOUNT EXCLUSIONS: CareerP!us modules, Paxton Action Lab modules, Growing Up Ready modules, Health Science Career modules, ADMIN, Building Skills CTAs. STEM Train, and Herman Miller furniture. Shipping is free on orders over $ For orders under S100, a S10 shipping and handling charge will be added. sackordered items are always shipped freight free General Freight Terms Exceptions: Other Exceptions: Delivery after Receipt of Order:\,\)-:! calendar days. Vendor's representative name for ordering purposes and questions: Representative's Name: ::nb U. <.::z... c...~ Phone Number: ~9,~--ql\~l\ Fax Number: Address: ~ ~t\.. \(\\S-1 &:\,e~yt:: o...'t. cvrr\ Page 14 of22 Bid #3745BM- Catalog Discounts

10 Vendors' product lines for the Printed CatalogJPrice List referenced on!l:li Cost Proposal Form A include supplies and equipment within the following categories (check all that apply): ~ 0 Art Audio VIsual Classroom I Teaching Aids Health Care Library I Medfa Music/ Band 0 Office 0 Physical Education I Athletic 0 Science f Special Needs I Therapeutic Devices Technology Vocational We submit our prices and agree to adhere to all terms and conditions included in Bid #3745BM Catalog Discounts. PAXTON/PATTERSON LLC Company; 7523 S. Sayre Ave. Chicago, Illinois Mailing Address:~i??n Signature: :,) ~ ~.v-- Wil!iam P. Manders Type name: ---lqce President, Operations Telephone#; 11n.-3~~--~L\~l\ Fax#: ::t ~- ~:'V -\ - \ q \) l William P. Mane; :. Title: ~President, upe,.>t ons Date: \fllri,\ \JJ)l) ~G, ~)(po3;, W(Y'\ INFORMATION ITEMS ONLY Indicate additional percentage discount if estimated number of ~actual orders per item exceeds 10% of the estimated quantities during each term of the agreement: ~% The District utilizes a P-Card and in some cases would make purchases utilizing the P-Card. Indicate if your firm has the ~ability of accepting t~e P-Card for purchases at no additional charge to the District.. 1\71 ~ ~ ()('~ v.n&if\ \)3\Y0J ~~() ryes 0No Since the use of a P-Card provides earlier payment to the Vendor indicate if your firm would negotiate an additional discount to the District when a P-Card is used. DYes )(No Page 15 of 22 Bid #3745BM -Catalog Discounts

11 World Class Technology Education 7523 S. Sayre Avenue Chicago, IL (800) (708) Fax: (708) :ZD ' J ~ ra :l!i'i 3 ;fi J ~ 1 August 19, 2013 School Board of Lake County Purchasing Department County Road 561 Tavares, FL Website: Your Contract Name/#: Our Contract #: Due Date: 3745BM- Catalog Discounts C :00 PM DISCOUNT: VALID UNTIL: 12/ CONTRACT DISCOUNT EXCLUSIONS: INSIDE DELIVERY I INSTALLATION: SHIPPING CHARGES: HAZARDOUS MATERIAL CHARGES: 10% on our current annual catalog OR you may call for pncmg. CareerPlus & CareerPlus2 modules, Paxton Action Lab modules, Growing Up Ready modules, Health Science Careers modules, ADMIN, STEM Train and Building Skills CTAs. NOTE: items referenced above may be purchased under this contract but are not included in the discount. Inside delivery by UPS is included. Tailgate delivery by common carrier is included. Inside delivery, delivery on trucks with liftgates, installation, setup, debris removal, and training is not included. Please contact our Sales Department at (800) for pricing. Shipping is free on orders over $100. For orders less than $100, a $10 shipping and handling charge will be added. Ifyour order includes one or more items marked HAZMAT, please add $25 to your order to cover handling, packaging, labeling and shipping. Charge is per order, not per item. MSDS: MSDS are located at sales. paxpat.com, search using stock nnmh~r, then select the red GET MSDS box. PAYMENT TERMS: Net 30 FEDERALID: # ESTIMATED DELIVERY Supplies I 0-30 Days (ARO): Equipment I 0-45 Days Furniture Days CONTACT Bob Lerczak for placing orders (800) CONTACT for questions regarding this contract Danielle Glodowski (888) ext.369 Please reference C when placing orders. By: CDanie((e qfocfowskj Bid Administrator

12 ATTACHMENT 2 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -- Lower Tier Covered Transactions This certification is required by the Department of Education regulations implementing Executive Order 12549, Debarment and Suspension, 34 CFR Part 85, for all lower tier transactions meeting the threshold and tier requirements stated at Section Instructions for Certification 1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant,"" person," "primary covered transaction,"" principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled ocertification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion-Lower Tier Covered Transactions, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may but is not required to, check the Nonprocurement List. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. Certification (1) The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. PR/AWARD #AND/OR PROJ NAME 3745BM. - ED ', 9/90 (Replaces GCS~009 (REV.'12/88), which is obsolete) Page 16 of22 Bid #3745BM- Catalog Discounts

13 ATTACHMENT 3 SWORN STATEMENT UNDER SECTION (3}(a}, FLORIDA STATUTES. ON PUBLIC ENTITY CRIMES This form must be signed and sworn to in the presence of a notary public or other officer authorized to administer oaths. 1. This sworn statement is submitted to School Board of Lake County. Florida by Insert individual's name and title for Insert name of entitv submitting sworn statement PAXTON/PATIERSON LLC Whose business address is: PAXTON/PATTERSON LLC 7523 S. Sayre Ave. Chicago, Illinois ':2, Q 1 i"\0 1 1 c {);} (If applicable) its Federal Employer Identification Number (FEIN) is: ~\vo'-f 01 V (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement on the attached sheet.) Required as per IRS Form W I understand that a "public entity crime" as defined in Paragraph (1)(g), Florida Statutes. means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including but not limited to, and bid or contract for goods or services to be provided to any public entity or agency or political subdivision or any other state or of the Unites States, and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. I understate that "convicted" or "conviction" as defined in Paragraph (1)(b), Florida Statutes. means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. 4. I understand that "affiliate" as defined in Paragraph (1 )(a), Florida Statutes means: A. A predecessor or successor of a person convicted of a public entity crime or; B. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those offices, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of the affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not fair market value under an arm's length agreement, shall be a facie case that one person controls another person. A person who knowingly enters into a join venture with a person who has been convicted of a public entity crime in Florida during the proceeding 36 months shall be considered an affiliate. 5. I understand that a "person" as defined in Paragraph (1)(c), Florida Statutes. means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of the entity. Page 17 of22 Bid #3745BM- Catalog Discounts

14 6. Based on information and belief, the statement, which I have marked below, is true in relation to the entity submitting those sworn statements. (Please indicate which statement applies.) \J!. 1 either the entity submitted this sworn statement, nor any officers, directors, executives, ~ers, shareholders, employees, members, and agents who are active in management of an entity nor affiliate of the entity have been charged with and convicted of a public entity crime subsequent to July 1, D The entity submitting this sworn statement, or one or more of the officers, directors, executives, partners, shareholders, employees, member, or agents who are active in management of the entity, or an affiliate of the entity have been charged with and convicted of a public entity crime subsequent to July 1, D The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, member, or agents who are active in management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, However, there has been subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearing and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (Attach a copy of the final order) I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION , FLORIDA STATUTES, FOR CATEGORY TWO OR ANY CHA~GE,IN THE INFORMATION CONTAINED IN THIS FORM. /tj~ ~-- 2\\q\ao \~ (Signature) ~(D~at-'7'e)'-+-'-...>...+-'=_._-;; STATE OF ~ COUNTY OF~VJ""'-=-D=...~-\:) PERSONALL Y APPEARED BEFORE ME, the undersigned authority, (Name of individual signing) William P. Manders "ice President Operatjans who, after first being sworn by me, affixed his/her signature in the space provided above on this Ia tn day of Oua:v. vst ' 2~ ~(w~~ My Commission Expires: ---LI\\...,~~~o"- -== 3= I_..,t PfL OFFICIAL SEAL ASHLEY J DALTON NOTARY PUBLIC- STATE OF ILLINOIS MY COMMISSION EXPIRES 11126/16 Page 18 of22 Bid #3745BM- Catalog Discounts

15 ATTACHMENT 4 State of~!'{'~!) County of~ NON-COLLUSION AFFIDAVIT 1/illiam P. Manders being first duly sworn, deposes and says that: 'ice President, Operations ( 1) He/she is the Owner. Partner. Officer. Representative. or Agent of the Proposer that has submitted the attached Proposal; (2) He/she is fully informed respecting the preparation and contents of the attached Proposal and of all pertinent circumstances respecting such Proposal; (3) Such Proposal is genuine and is not a collusive or sham Proposal; (4) Neither the said Proposer nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, have in any way colluded, conspired, connived or agreed, directly or indirectly, with any other Proposer, firm, or person to submit a collusive or sham Proposal in connection with the Work for which the attached Proposal has been submitted; or to refrain from proposing in connection with such Work; or have in any manner, directly or indirectly, sought by agreement or collusion, or communication, or conference with any Proposer, firm or person to fix any overhead, profit, or cost elements of the Proposal price or the Proposal price of any other Proposer, or to secure through any collusion, conspiracy, connivance, or unlawful agreement any advantage against (Recipient), or any person interested in the proposed Work; (5) The price or prices quoted in the attached Proposal are fair and proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the Proposer or any other of its agents representatives, owners, employees or parties in interest, including this affiant. aigned, sealed and delivered in the presence of: ov~tj0),~ {) OFFICIAL SEAL ASHLEY J OAL TON NOTARY PUBLIC- STATE OF ILLINOIS MY COMMISSION EXPIRES 11126/16 BY: A;.,~ William P. Manders (Printed Name) Vice Pres1dent, Operations (Title) Page 20 of22 Bid #3745BM- Catalog Discounts

16 ATTACHMENT 5 BIDDER'S STATEMENT OF PRINCIPAL PLACE OF BUSINESS. (To be completed by each Bidder) /PATIERSON LLC Name of bidder: PAXTON 7523 S. Sayre Ave. Identify the state in which the bidder has its principal place of business: Chisago, lllirois INSTRUCTIONS: IF your principal place of business above is located within the State of Florida, provide the information as indicated above and return this form with your bid response. No further action is required. IF your principal place of business is outside of the State of Florida, the following must be completed by an attorney and returned with your bid response. Failure to comply shall be considered to be non-responsive to the terms of this solicitation. OPINION OF OUT-OF-STATE BIDDER'S ATTORNEY ON BIDDING PREFERENCES (To be completed by th~u ~for an Out-of-State Bidder) NOTICE: Section (2), Fla. Stat., provides that "a vendor whose principal place of business is outside this state must accompany any written bid, proposal, or reply documents with a written opinion of an attorney at law licensed to practice law in that foreign state, as to the preferences, if any or none, granted by the law of that state [or political subdivision thereof] to its own business entities whose principal places of business are in that foreign state in the letting of any or all public contracts." See also: Section (1), Fla. Stat. I.E.GAI::-OPINION ABOUT STATE BIDDING PREFERENCES (Please Select One) 'X:_ The bidder's principal place of business is in the State of,\an\.n\ill /~ and it is m~pinion that the laws of that state do not grant a preference in the letting of any or all public contracfso business entities whose principal places of business are in that state. The bidder's principal place of business is in the State of and it is my legal opinion that the laws of that state grant the following preference(sl in the letting of any or all public contracts to business entities whose principal places of business are in that state: [Please describe applicable preference(s) and identify applicable state law(s)]: ~PINION ABOUT POLITICAL SUBDIVISION BIDDING PREFERENCES (Please Select One) ~ The bidder's principal place of business is in the political subdivision of N {A and it is my legal opinion that the laws of that political subdivision do not grant a preference in the letting of any or all public contracts to _ b~siness entities whose principal places of business are in that political subdivision. N \'A ~ The bidder's principal place of business is in the political subdivision of and it is my legal opinion that the laws of that political subdivision grant the following preference(&) in the letting of any or all public contracts to business entities whose principal places of business are in that political subdivision: [Please describe applicable preference(s) and identify applicable authority granting the preference(s)]: Signature of out-of-state bidder's atteraey: ;-v~r~ T / r 1 ~ W1iham P. Manaers Printed name of out-of-state bidder's attorrey;. Vice President, Operations nv=---~~2~0~0= Address of out-of-state bidder's atwaat. \,.) 0.. :) ~...:>~ ()_ ~ C..b, c o3-o 3 I) \oolo:;2 Telephone Number of out ef &tate bidder's attorney: ~ ~~ -6 4 '6 :J ----~n address of out-of-state bidder's..alloreter -'~.!:=:<J'!.!..c:\"'-"""'.:.'>'-"-r?-J.p0F-_.J.t)L:>.f'<P:!.!('I.:..::d:::~...::...::l::...;:;-= _,!...;<-'\L Attottiwy's states of ber ~dmissjen;. NJA Page 21 of22 Bid #3745BM- Catalog Discounts

17 For111 W-9 Request for Taxpayer Give Forrr1 to the requester. Do not (Rev. Decen1ber 2011) Identification Number and Certification Department of I he Treasury lmernal Revenue Service c-.i en ~ "' 0. c Name (as shown on your income tax return) Paxton/Patterson LLC Business name/disregarded entity name. if different from above Check appropriate box for federal tax classification: 0 0 lndividuavsole proprietor 0 C Corporation 0 S Corporation 0 Partne,ship 0 TrusVestate Ql ~ a.o ~':;::,_ Umited liability company. Enter the tax classification (C=C corporation. S=S corporation, P=partnership),.. p c 1/)... _ - c a Other (see instructions),.. ~ 0 Address (number, street, and apt. or suite no.) Requester's name and address (optional) Ql 7523 S. Sayre Avenue a. (/) Q) Q) Cf) Ci\y, state, and ZIP code Chicago, IL List account number(s) here (optional) send to the IRS. 0 E~>empt payee B:F.Ti il. Taxpayer Identification Number (TIN). - - I Soc al security number I to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. []]] -OJ -1 I I I I Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4. Sign I Signature of J.-,/. f =-'~\ - '' -.. Here u.s. person,..?--. ~ V\J \~ ~~ ~w~~~ Date,.. 3/8/2013 General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (fin) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt. or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: An individual who is a U.S. citizen or U.S. resident alien, A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, An estate (other than a foreign estate), or A domestic trust (as defined in Regulations section ). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. Cat. No X Form W-9 (Rev )

18 potential conflict of interest between the Successful Vendor(s) and his duties under this Agreement. 46. BACKGROUND INVESTIGATIONS: The Successful Vendor(s) represents and warrants to the School Board that the Successful Vendor(s) has read and is familiar with Florida Statute Sections , , , and regarding background investigations. Successful Vendor(s) covenants to comply with all requirements of the above-cited statutes and shall provide School Board with proof of compliance upon request. Successful Vendor(s) agrees to indemnify and hold harmless the School Board, its officers, agents, and employees from any liability in the form of physical injury, death, or property damage resulting from the Successful Vendor(s)'S failure to comply with the requirements of this paragraph or Florida Statute Sections , , and DEFAULT; LIQUIDATED DAMAGES: In the event of default by Successful Vendor(s) for failure to perform under this Agreement the Successful Vendor(s) shall pay the School Board as liquidated damages a minimum amount of either 10% of the total price of the Contract or $5,000.00, whichever amount is larger. 48. ATIORNEYS' FEES: In the event litigation is required by either party to enforce the terms of this Agreement, the prevailing party of such action shall, in addition to all other relief granted or awarded by the court, be entitled to judgment for reasonable attorney's fees, incurred by reason of such action and all costs of arbitration or suit and those incurred in preparation thereof at both the trial and appellate levels, and in bankruptcy proceedings. 49. MODIFICATIONS AND AMENDMENTS: This Agreement may be modified or amended only by a written document signed by authorized representatives of the Successful Vendor(s) and School Board. 50. SUBCONTRACTS AND ASSIGNMENT: Successful Vendor(s) shall not subcontract or assign any of the work contemplated under this Agreement without first obtaining written approval from the School Board. Any subcontractor(s) or assignee shall be bound by the terms of this Agreement, including, but not limited to, the fingerprinting, insurance and indemnification provisions. 51. ENTIRE AGREEMENT: This constitutes the entire agreement between School Board and Successful Vendor(s) and supersedes any prior or contemporaneous understanding or agreement with respect to the services contemplated herein. 52. SEVERABILITY CLAUSE: If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and/or the entire agreement shall be severable and remain in effect. 53. NOTICES: A All notices, demands, or other writings required to be given or made or sent in this Agreement, or which may be given or made or sent, by either party to the other, shall be deemed to have been fully given or made or sent when in writing and addressed as follows: School Board: Procurement Services CR 561 Tavares, Florida Vendor: Insert Company Name Insert Street Insert City. State Zip Page 10 of22 Bid #3745BM- Catalog Discounts PAXTON/PATTERSON LLC 7523 S. Sayre Ave. Chicago, Illinois 60638