Cavendish Square Publishing, LLC Cavendish Square K-12 & Public Libraries 30% Contract Reference Number: Website for on-line ordering with Bid terms:

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1 Cavendish Square Publishing, LLC Cavendish Square K-12 & Public Libraries 30% Contract Reference Number: Website for on-line ordering with Bid terms: No Vendor Contact: Arlene Riley Phone Number: Fax Number: Discount Exceptions: None General Freight Terms: Freight Free, Prepaid & Included: Yes $ Minimum: within miles: Prepaid & Added to Invoice: % added to order: Actual amount billed General Freight Terms Exceptions: None Other Exceptions: None Delivery ARO: 7-10 days - Unprocessed days - Processed P-Card Accepted: Yes Vendors' Principal Place of Business: New York

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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, 2013 NOTICE OF AWARD Mr. James T. Smith Cavendish Square Publishing, LLC 303 Park Avenue S, Suite 1247 New York, NY RE: Bid #3745BM Catalog Discounts Dear Mr. Smith: 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. Cavendish Square K-12 & Public Libraries 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: Cavendish Square Publishing, LLC Vendor Bid/Contract Reference# (if applicable): N/A Catalog Name (Only one (1} catalog per Cost Proposal Form. Duplicate form as needed.): K-12 & Public Libraries Catalog Number: N/A Catalog Issue Date: June 2013 Vendor has a website catalog that can be configured specifically for use by Lake County Schools for on-line ordering reflecting the special pricing offered: 12?:1 Yes D No CHOOSE ONLY ONE OF THE FOLLOWING DISCOUNT OPTIONS: 1. Percentage Discount offered on~ items listed in catalog: 30% R Percentage Discount offered by category (Vendor must provide definitive guidelines to ascertain the category in which a given item may Discount Exceptions: None General Freight Terms (Check all that apply.) be included.): CATEGORY Supplies: Equipment: Other (Specify): [gl Freight Free, Prepaid & Included $ minimum D within miles D D Prepaid & Added to Invoice We bill % of total order - Add % to each order We bill actual amount DEFINE CATEGORY %DISCOUNT % % --- % General Freight Terms Exceptions: None Other Exceptions: None Delivery after Receipt of Order: 7-10 Days unprocessed; Days processed calendar days. Vendor's representative name for ordering purposes and questions: Representative's Name: Arlene Riley Phone Number: Fax Number: Address: csq cs@cspub.com Page 14 of 22 Bid #3745BM- Catalog Discounts

10 [2, Cavendish usquare Return Policy I Warranty If Cavendish Square Publishing makes a mistake, we will work with the customer until the situation is resolved to their satisfaction. The customer can contact us at For defective items (materials printed upside down, covers separating, spines separating, etc), we unconditionally guarantee the workmanship of our books and materials for the lifetime of the product. Defective items will be replaced as long as the title is still in print and was purchased directly from Cavendish Square. Please contact customer service at to resolve any problems. If the customer makes a mistake in ordering, we will accept returns on books and materials in new condition for up to one year. Please contact customer service at and we will arrange to have the items picked up and the credit or exchange issued. Should the customer want to send back materials for other reason, we will accept returns on books and materials in new condition for up to one year. Please contact customer service at and we will arrange to have the items picked up and the credit or exchange issued. Guarantee All purchases are fully guaranteed and are subject to return and full refund, provided they are returned in saleable condition within thirty days from the date of invoice. Warranty We unconditionally guarantee the workmanship of our books and materials for the lifetime of the product. 303 Park Avenue South- Suite 1247 New York, NY Phone: Fax:

11 IS Cavendish SQuare Service Policy INVOICING You will be invoiced on a 30 day account. Billing terms are always NET 30, no cash discounts. SHIPPING Cavendish Square ships your order by the fastest and most economical method. Please report any shortages or damages immediately so we can fill your order properly and process any claim promptly. Always include our packing slip (or copy of) with your report. RETURNS Please call our Customer Service Department at (877) for authorization to return materials. If the return needs to be made because of errors made by us, we will arrange for pickup. You may return current-edition books and other products in sellable condition for exchange or credit within 30 days of receiving your purchase. Exceptions can be made however, so call our Customer Service Department for approval. Defective items should be reported immediately. We cannot accept returns on library books that have been processed properly according to your instructions. 303 Park Avenue South- Suite 1247 New York, NY Phone: Fax:

12 Vendors' product lines for the Printed Catalog/Price List referenced on this Cost Proposal Form A include supplies and equipment within the following categories (check all that apply): D Art 0 Audio Visual 0 Classroom I Teaching Aids D Health Care cgj Library I Media 0 Music I Band 0 Office 0 Physical Education I Athletic D Science D Special Needs I Therapeutic Devices D Technology 0 Vocational We submit our prices and agree to adhere to all terms and conditions included in Bid #37 45BM - Catalog Discounts. Company: Cavendish Square Publishing, LLC Mailing Address: 303 Park Ave. South- Suite 1247, New York, NY Signature: /Ovvt.J..~ ~ ~ Type name: James~ Smith tions Coordinator Telephone#: Date: Fax#: 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: Q% The District utilizes a P-Card and in some cases would make purchases utilizing the P-Card. Indicate if your firm has the capability of accepting the P-Card for purchases at no additional charge to the District. cgj Yes 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 cgj No Page 15 of 22 Bid #3745BM- Catalog Discounts

13 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 ACertification 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. NAME OF APPLICANT PR/AWARD #AND/OR PROJ NAME Cavendish S uare Publishin LLC 3745BM PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE James T. Smith, Bids and Adoptions Coordinator SIGNATURE DATE ED , 9 0 (Replaces GCS-009 (REV.12/88), which is obsolete) Page 16 of 22 Bid #3745BM- Catalog Discounts

14 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 James T. Smith, Bids and Adoptions Coordinator for Cavendish Square Publishing, LLC Whose business address is: 303 Park Ave. South- Suite 1247, New York, NY (If applicable) its Federal Employer Identification Number (FEIN) is: (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 of 22 Bid #3745BM- Catalog Discounts

15 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.) [gl Neither the entity submitted this sworn statement, nor any officers, directors, executives, partners, 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 CHAN E IN THE INFORMATION CONTAINED IN THIS FORM. cr. (Signature) 1 STATE OF IJ{w fork (Date) PERSONAL~APPEARED BEFORE ME, the undersigned authority, J/r!hfJ '/. ~:611 (Name of individual signing) who, ~ft~~~ first being sworn by me, affixed h~s/~er signature in the space provided above on this /G day of -J f{!!{mfjcr, 2 0!6 (NOTARY PUBLIC) NANCY L NELSON Notary Public, State of New York No Qualified in Westchester County,. Commil&ion 5xpires June 30, Page 18 of 22 Bid #3745BM- Catalog Discounts

16 ATTACHMENT 4 NON-COLLUSION AFFIDAVIT State of New York County of New York James T. Smith being first duly sworn, deposes and says that: (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. Signed, sealed and delivered in the presence of: CoJ~4~ ~ BY:_--+-1/r...;...;:;:~~~,-~~-~-- N/JIJGy' NE.worJ %.f.lr~[\ I. S"":ttll (Printed Name) NANCY L NELSON Notary Public, State of New York No Qualified i~ Westchester Co~ty I~ Commisalon Expires June 30, - (!., :.C.Qj ft,.;o 'WT.t0,N~ COJ"Qj)jfJ.l!(fo/L (Title) Page 20 of 22 Bid #3745BM- Catalog Discounts

17 ATTACHMENT 5 BIDDER'S STATEMENT OF PRINCIPAL PLACE OF BUSINESS (To be completed by each Bidder) Name of bidder: CAVENDISH SQUARE PUBLISHING, LLC Identify the state in which the bidder has its principal place of business: _.:N..:E:::.W.:..:_Y.:..O::::.:..:R::..K:.. _ 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.!e 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 the Attorney 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. LEGAL OPINION ABOUT STATE BIDDING PREFERENCES (Please Select One) The bidder's principal place of business is in the State of and it is my legal opinion that the laws of that state do not grant a preference in the letting of any or all public contracts to business entities whose principal places of business are in that state. _x The bidder's principal place of business is in the State of NEW YORK and it is my legal opinion that the laws of that state grant the following preference(s) 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)]: SEE ATTACHED LEGAL OPINION ABOUT POLITICAL SUBDIVISION BIDDING PREFERENCES (Please Select One) 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 do not grant a preference in the letting of any or all public contracts to business entities whose principal places of business are in that political subdivision. ~ The bidder's principa!.place of. ~u~iness is in the political subdivision of NEW YORK and it is my legal op1mon that the laws of that poht1cal subdivision grant the following preference(s) 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)]: SEE ATTACHED (SAME AS STATE PREFERENCES) Signature of out-of-state bidder's attorney: --;;7""'~-L.!~~-..L...=":::::::::::~..::::~:. _ Printed name of out-of-state bidder's attorney: Mary T. Tomich Address of out-of-state bidder's attorney: _D_IL_W_O_R_T_H_P_AX_S_O_N.:._, L_L_P 99 PARK AVENUE, SUITE 320, NEWYORK, NEWYORK Telephone Number of out-of-state bidder's attorney: (~) _4_25_0 address of out-of-state bidder's attorney: _m_t_o_m_ic_h_@=-d-ilw_o_rt_h_l_aw_.c_o_m Attorney's states of bar admission: N_Y ;_, _PA_&_F_L Page 21 of 22 Bid #3745BM- Catalog Discounts

18 ATTACHMENT TO OPINION OF OUT-OF-STATE BIDDER'S ATTORNEY ON BIDDING PREFERENCES The bidder's principal place of business is in the State and City of New York, and it is our legal opinion that the laws ofthe State and City ofnew York grant the following prefer~nces in the letting of any or all public contracts to business entities whose principal places of busmess are in that state: Reciprocal preference: Under Section a-e of the State Finance Law, the Office of General Services may deny to a vendor placement on bidders mailing lists and award of contracts that they would otherwise obtain if their principal place of business is located in a jurisdiction that penalizes New York State vendors and if the goods or services offered will be substantially produced or performed outside New York State. These sanctions may be waived when it is determined to be in the best interest ofnew York State to do so. The relevant provisions of that section state: 6. Special provisions relating to retaliating against other jurisdictions which discriminate against New York state enterprises in their procurement of products and services. a. As used in this subdivision, the following terms shall have the following meanings unless a different meaning appears from the context: (i) "Discriminatory jurisdiction" shall mean any other country, nation, province, state or political subdivision thereof which employs a preference or price distorting mechanism to the detriment of or otherwise discriminates against a New York state business enterprise in the procurement of commodities and services by the same or a non-governmental entity influenced by the same. Such discrimination may include, but is not limited to, any law, regulation, procedure or practice, terms of license, authorization, or funding or bidding rights which requires or encourages any agency or instrumentality of the state or political subdivision thereof or nongovernmental entity influenced by the same to discriminate against a New York state business enterprise. (ii) "Foreign business enterprise" shall mean a business enterprise, including a sole proprietorship, partnership, or corporation, which offers for sale, lease or other form of exchange, commodities sought by any state agency and which are substantially produced outside New York state or services, other than construction services, sought by any state agency and which are substantially performed outside New York state. For purposes of construction services, foreign business enterprise shall mean a business enterprise, including a sole proprietorship, partnership or corporation, which has its principal place of business outside New York state. (iii) "New York state business enterprise" shall mean a business enterprise, including a sole proprietorship, partnership, or corporation, which offers for sale or lease or other form of exchange, commodities which are substantially manufactured, produced or assembled in New York state, or services, other than construction services, which are substantially performed within New York state. For purposes of construction services, a New York state business enterprise shall mean a business enterprise, including a sole proprietorship, partnership, or corporation, which has its principal place of business in New York state. b. The commissioner of economic development shall have the power and it shall be his or her duty to prepare a list of all discriminatory jurisdictions. The commissioner of economic development shall add to or delete from said list any jurisdiction upon good cause shown. The commissioner of economic development shall deliver a copy of the list to the commissioner, all state agencies, and every public authority and public benefit corporation, a majority of the members of which consist of persons either appointed by the governor or who serve as members by virtue of holding a civil office of the state, or a combination thereof. c. In including any additional business enterprises on solicitations _1

19 for the procurement of commodities or services, the commissioner and all state agencies shall not include any foreign business enterprise which has its principal place of business located in a discriminatory jurisdiction contained on the list prepared by the commissioner of economic development pursuant to paragraph b of this subdivision, except, however, business enterprises which are New York state business enterprises as defined by this subdivision. d. A state agency shall not enter into a contract with a foreign business enterprise, as defined by this subdivision, which has its principal place of business located in a discriminatory jurisdiction contained on the list prepared by the commissioner of economic development pursuant to paragraph b of this subdivision. The provisions of this paragraph and paragraph c of this subdivision may be waived by the head of the state agency if the head of the state agency determines in writing that it is in the best interests of the state to do so. The head of the state agency shall deliver each such waiver to the commissioner of economic development. e. The commissioner may waive the application of the prov~s~ons of paragraph c of this subdivision whenever he or she determines in writing that it is in the best interests of the state to do so. Local food products preference: Under Section a-b of the State Finance Law, a preference applies to State for Purchase of food products, the essential components of which are grown, produced or harvested in New York or where the processing facility is located in New York. The Commissioner of General Services assisted by the Commissioner of Agriculture and Markets determine the percentage of each food product or class which must meet these requirements. The relevant provisions of that section state: 4. Special provisions for purchase of available New York food products. a. Except as otherwise provided in this subdivision, when letting contracts for the purchase of food products on behalf of facilities and institutions of the state, solicitation specifications of the office of general services and any other agency, department, office, board or commission may require provisions that mandate that all or some of the required food products are grown, produced or harvested in New York state, or that any processing of such food products take place in facilities located within New York state. b. The commissioner of agriculture and markets shall determine, using uniform criteria, those food products for which the requirements of this subdivision are deemed beneficial and shall promulgate and forward to the appropriate agencies a list of such food products, and shall in addition ascertain those periods of time each year that those food products are available in sufficient quantities for competitive purchasing and shall forward such information to purchasing agencies. The commissioner of agriculture and markets shall update such list as often as is deemed by him or her to be necessary. In addition, under General Municipal Law Section a(a), a political subdivision, including the City of New York, may require provisions that mandate the purchase of local food: 8-a. (a) Notwithstanding the foregoing provisions of this section, a political subdivision, when letting contracts in accordance with this subdivision for the purchase of food products, may require provisions that mandate that the essential components of such food products are grown, produced or harvested in New York state, or that any processing of such food products take place in facilities located within New York state. Local recycled products preference: Under Section a of the State Finance Law Two, a preference applies to certain recycled products. A 10% preference is applied for a recycled content product without regard to the product's origin. An additional5% preference may be _1

20 granted if at least 50% of the secondary materials utilized in manufactu:e. of that product _are generated from the waste stream in New York State. The relevant provisions ofthat section state: 3. Purchasing of commodities for state use. a. For the purposes of this subdivision, the following terms shall have the meanings set forth herein. "Recycled commodity" shall mean any commodity that has been manufactured from secondary materials as defined in subdivision one of section two hundred sixty-one of the economic development law and that meets secondary material content requirements adopted by the office of general services, which shall be consistent, to the extent practicable, with regulations promulgated pursuant to section of the environmental conservation law or, if no such requirements have been adopted or no such product is available, meets the secondary material content requirements adopted by any state agency with respect to a specific commodity procurement by such agency. "Remanufactured" shall mean any commodity that has been restored to its original performance standards and function and is thereby diverted from the solid waste stream, retaining, to the extent practicable, components that have been through at least one life cycle and replacing consumable or normal wear components. "Recyclable" shall mean any commodity that can be collected, separated, or otherwise recovered from the solid waste stream for reuse, remanufacture or assembly of another commodity, through a widely available and easily accessible program. b. Consistent with determinations of need required by subdivision five of section one hundred sixty-three of this article, the commissioner and state agencies shall purchase recycled, remanufactured or recyclable commodities when such commodities meet their form, function and utility and shall consider the cost of the commodity over its lifecycle. The commissioner and a state agency shall also have the authority to determine that for reasons of public health or safety, a recycled, remanufactured or recyclable commodity should not be purchased. Such determinations shall be documented in the procurement record. (i) A state agency shall purchase recycled commodities at a cost premium only if (A) the cost premium associated with a commodity which has recycled content does not exceed ten percent above the cost of a commodity made without recycled content or, (B) the cost of a recycled commodity that contains at least fifty percent secondary materials generated from the waste stream in New York state, does not exceed a cost premium of fifteen percent above the cost of a comparable commodity. (ii) A state agency shall not be required to purchase recyclable or remanufactured commodities at a cost premium unless such commodity also constitutes a "recycled commodity" as defined in this subdivision and that as such a recycled commodity, it has been offered for sale in conformance with the standards for application of a cost premium for recycled commodities as set forth in clauses (A) and (B) of subparagraph (i) of this paragraph. Dilworth Paxson, LLP 99 Park Avenue, Suite 320 New York, NY (917) _1

21 Form W-9 Request for Taxpayer Give Form to the (Rev. January 2011) requester. Do not Identification Number and Certification Department of the Treasury Internal Revenue Service Name (as shown on your income tax retum) cavendish Square Publishing, LLC Business <>i name/disregarded entity name, if different from above <I> g> c. Check appropriate box for federal tax 1: 0 classification (required): 0 lndivlduavsole proprietor D C Corporation D S Corporation 0 Partnership 0 Trust/estate II I!! ~~ 0 Limtted liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership).,.. c ~s 'E! l 1:- Q. u 0 Other (see instruc11ons).,.. Address (number, street, and ept. or suite no.) 303 Park Ave. South, Suite 1247 City, state, and ZIP code., en New York, NV Requester's name and address (optional) send to the IRS. 0 Exempt payee List account number(&) here (optional).. Taxpayer Identification Number (TIN} Enter our TIN in t~e app~opriate ~o~.!he TIN l?rovided must match the name given on the "Name" line to avo1d backup w1thhold1ng. For IndiVIduals, th1s 1s your soc1al security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entitles, It is your employer identification number (EIN). If you do not have a number, see How to get a I Social Mcuri1y number I TIN on page 3. ITO -OJ -1 I I I I Note. If the account Is in more than one name, see the chart on page 4 for guidelines on whose number to enter. 1@111 Certification Under penalties of pe~ury, I certify that: I Employer identification number I GJ6J 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 Here 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 (TIN) 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 form her 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 )

22 COMPANY NAME: Cavendish Square Publishing, LLC INVITATION TO BID SCHOOL BOARD OF LAKE COUNTY PURCHASING DEPARTMENT COUNTY ROAD 561 TAVARES, FLORIDA The School Board of Lake County, Tavares, Florida solicits your company to submit a bid on our Bid #3745BM- Catalog Discounts. All terms and conditions below are a part of this Invitation to Bid (ITB) and no bids will be accepted unless the Vendor complies with all conditions required herein. Rights are reserved by the School Board of Lake County to accept or reject any and all bids and to waive all technicalities and award in the best interest of the Board. The Board does not sign contract forms provided by Vendors. The bid, request for proposal, or invitation to negotiate with the Vendor's signature will constitute an offer to sell to the Board under the stated terms and conditions. All prospective vendors are hereby cautioned not to contact any Board member of the School Board of Lake County or any other employee, officer, staff or agent, nor to attempt to persuade or promote through other channels. All contacts must be channeled through the Procurement Department. Failure to comply with these procedures shall be cause for disqualification of firm's Submittal. From the notice of publication until 72 hours after the posting of the recommendation of award only the Purchasing Department should be contacted concerning any questions concerning this bid. No other employee, officer, staff or agent of the School Board should be contacted during this period. All questions/concerns shall be directed, in writing, to: Beth Minnix, Certified Purchasing Agent minnixb@lake.k12.fl.us Fax: Address: CR 561 Tavares, Florida Formal bid openings will no longer be held for bids other than construction. Only the names of the bidders will be read. 1. BIDDERS RESPONSIBILITY: Before submitting their bid, each Vendor is required to carefully examine the invitation to bid specifications and to completely familiarize themselves with all of the terms and conditions that are contained within this bid. Ignorance on the part of the Vendor will in no way relieve them of any of the obligations and responsibilities, which are a part of this bid. 2. SCOPE OF WORK I SPECIFICATIONS: The purpose and intent of this bid is to establish and document purchase terms for a fixed discount and freight terms commensurate with the potential purchasing volume of Lake County Schools from a variety of vendor's catalogs. Vendors with product lines that include supplies and equipment within the following categories will be considered: A. Art B. Audio Visual C. Classroom I Teaching Aids D. Health Care Page 1 of 22 Bid #3745BM- Catalog Discounts

23 employee working solely for the Successful Vendor(s) any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. In the event of a breach of this provision, the School Board shall have the right to terminate this Agreement without further liability, and at its discretion, deduct from the contract price, or otherwise recover, the full amount of any such fee, commission, percentage, gift, or consideration paid in breach of this Agreement. 38. OWNERSHIP OF DOCUMENTS: All data, specifications, calculations, estimates, plans, drawings, construction documents, photographs, summaries, reports, memoranda, and other documents, instruments, information and material prepared or accumulated by the Successful Vendor(s) (or by such sub-consultants and specialty consultants) in rendering services hereunder shall be the sole property of the School Board who may have access to the reproducible copies at no additional cost other than printing. Provided, that the Successful Vendor(s) shall in no way be liable or legally responsible to anyone for the School Board's use of any such materials for another Project, or following termination. All original documents shall be permanently kept on file at the office of the Successful Vendor(s). 39. INDEPENDENT CONTRACTOR(S): The Successful Vendor(s) agrees that he or she is an independent contractor(s) and not an agent, joint venturer, or employee of the School Board, and nothing in this Agreement shall be construed to be inconsistent with this relationship or status. None of the benefits provided by The SCHOOL BOARD to its employees, including but not limited to, workers' compensation insurance, unemployment insurance, or retirement benefits, are available from the School Board to the Successful Vendor(s). Further, Successful Vendor(s) will be responsible for paying its own Federal income tax and self-employment tax, or any other taxes applicable to the compensation paid under this Agreement. The Successful Vendor(s) shall be solely and entirely responsible for his or her acts during the performance of this Agreement. 40. ASSIGNMENT: Neither party shall have the power to assign any of the duties or rights or any claim arising out of or related to the Agreement, whether arising in tort, contract, or otherwise, without the written consent of the other party. These conditions and the entire Agreement are binding on the heirs, successors, and assigns of the parties hereto. 41. NO THIRD PARTY BENEFICIARIES: This Agreement gives no rights or benefits to anyone other than the Successful Vendor(s) and the School Board. 42. JURISDICTION: The laws of the State of Florida shall govern the validity of this Agreement, its interpretation and performance, and any other claims related to it. In the event of any litigation arising under or construing this Agreement, venue shall lie only in Lake County, Florida. 43. CONTACT PERSON: The primary contact person under this Agreement for the Successful Vendor(s) shall be Arlene Riley. The primary contact person under this Agreement for the SCHOOL BOARD shall be Deborah Gardner, Purchasing Department. 44. Approval of Personnel: The School Board reserves the right to approve the contact person and the persons actually performing the services on behalf of the Successful Vendor(s) pursuant to this Agreement. If School Board, in its sole discretion, is dissatisfied with the contact person or the person or persons actually performing the services on behalf of the Successful Vendor(s) pursuant to this Agreement, School Board may require that the Successful Vendor(s) assign a different person or persons to be the contact person or to perform the Successful Vendor(s) services hereunder. 45. DISCLOSURE OF CONFLICT: The Successful Vendor(s) has an obligation to disclose to the School Board any situation that, while acting pursuant to this Agreement, would create a Page 9 of22 Bid #3745BM- Catalog Discounts

24 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 1 0% of the total price of the Contract or $5,000.00, whichever amount is larger. 48. ATTORNEYS' 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: Cavendish Square Publishing, LLC 29 East 21st Street New York, NY Page 10 of 22 Bid #3745BM- Catalog Discounts