Newman Adaptive/Alert Seats 15% Pennsylvania

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1 Fitness on the Job, Inc. dba Newman Adaptive/Alert Seats Contract Reference Number: Website for on-line ordering with Bid terms: Vendor Contact: Phone Number: Newman Adaptive/Alert Seats 15% No Howard C. Newman Office Cell Fax Number: Discount Exceptions: General Freight Terms: Freight Free, Prepaid & Included: $ Minimum: within miles: Prepaid & Added to Invoice: Yes % added to order: Actual amount billed General Freight Terms Exceptions: Other Exceptions: Delivery ARO: 30 days P-Card Accepted: Yes Vendors' Principal Place of Business: Pennsylvania

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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 Mr. Howard C. Newman Fitness on the Job, Inc. dba Newman Adaptive/Alert Seats 131 Welles St. Forty Fort, PA RE: Bid #3745BM Catalog Discounts Dear Mr. Newman: 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. Newman Adaptive/Alert Seats 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: Fitness on the Job, inc. DBA Newman Adaptive/ AlertSeats Vendor Bid/Contract Reference# (if applicable): LCFL0913 Catalog Name (Only one (1) catalog per Cost Proposal Form. Duplicate form as needed.): Newman Adaptive/ AlertSeats Catalog Number: 2/2013 Catalog Issue Date: 08/2013 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: 0 Yes ~No CHOOSE ONLY ONE OF THE FOLLOWING DISCOUNT OPTIONS: 1. Percentage Discount offered on all items listed in catalog:.! % ---OR Percentage Discount offered by category (Vendor must provide definitive guidelines to ascertain the category in which a given item may be included.): CATEGORY Supplies: Equipment: Other (Specify): Discount Exceptions: None General Freight Terms {Check all that apply.) 0 Freight Free, Prepaid & Included 0 $_minimum 0 within miles DEFINE CATEGORY %DISCOUNT % % % IZ! Prepaid & Added to Invoice 0 We bill% of total order- Add %to each order 0 We bill actual amount - General Freight Terms Exceptions: None Other Exceptions: ~ Delivery after Receipt of Order: Generally 30 dgys or sooner if possible calendar days. Vendor's representative name for ordering purposes and questions: Representative's Name: Howard C. Newman Phone Number: , cell Fax Number: fax Address: howardn@alertseat.com 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): Page 14of22 Bid #3745BM- Gatalog Discounts

10 [8J Art D Audio Visual IZ1 Classroom I Teaching Aids D Health Care 1Z1 Library I Media D Music I Band [8J Office 0 Physical Education I Athletic ['8J Science ['8J Special Needs I Therapeutic Devices l2?l Technology [8J Vocational We submit our prices and agree to adhere to all terms and conditions included in Bid #3745BM Catalog Discounts. Company: Fitness on the Job, inc. DBA Newman Adaptive/ AlertSeats Title: President Date: 08/27 /2013 Fax #: howardn@alertseat.com 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. 0No l2?l Yes 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. 1Zl Yes 0No Page 15 of22 Bid #3745BM- catalog Discounts

11 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 DCertification 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 Howard C. Newman PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE PR/AWARD #AND/OR PROJ NAME 3745BM DATE 08/27/2013 Page 16 of 22 Bid #37 45BM - Catalog Discounts

12 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 Howard C. Newman, President for Fitness on the Job, Inc. DBA Newman Adaptive/ AlertSeats Whose business address is: 131 Welles St., Forty Fort, Pa (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

13 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.) [8J 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 AN, ANGE IN I F: MATION CONTAINED IN THIS FOR. ] PERSONALLY APPEARED BEFORE ME, the undersigned authority, H o ~P Ot-('d fy ewn" I) (Name of individual signing) who, after first being sworn by me, affixed his/her signature in the space provided above on this [r;+h day of 5ept'.-m b~r, 2 OJ-> ~~ (NOTARYPlJBUC) My Commission Expires: $1.;"Prt.m86)L OS' 1 l.ol Lj COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL Sheryl Ann Bednash, Notary Public Forty Fort Borough, Luzerne County My commission expires September 08,2014 Page 18 of 22 Bid #3745BM- Catalog Discounts

14 ATTACHMENT 4 NON-COLLUSION AFFIDAVIT State of Pennsylvania County of Luzerne Howard C. Newman being first duly sworn, deposes and says that: (1) He/she is the Officer (President)t 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. red in the presence of: (Printed Name) (Title) COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL Sheryl Ann Bed'lash, Notary Public Forty Fort Borough, Luzerne County My commission expires September 08,2014 Page 20 of 22 Bid #3745BM- Catalog Discounts

15 ATTACHMENT 6 BIDDER'S STATEMENT OF PRINCIPAL PLACE OF BUSINESS. f.ti?m C011JP!~tl!tt "y l!~t;h ~ldder) Name of bidder: Fitness on the Job, Inc. DBA Newman Adaptive/ AlertSeat.,..., ----, Identify the state in which the bidder has Its principal place of business: C[J f$" NH "Ef)l b V fj J.j 'f tj ' INSTRUCTIONS: IF your principal place of business ~bove 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.!f 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. QptNION OF OUT-OF-5TATE BIPDER'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 (PI se Select One)..,.--- The bidders principal place of business is in the State of and it is my legal opinion that the taws of th.at state do not srant a preference In the letting of any or all public contracts to business entities whose principal places o1 business are in that state. L The bidder's principal place of business is in the State of U~a?!d and it is my legal opinion that the laws of that state grant the following preference<sl in the letting of any t!fr all public contracts to business entities whose pri~ipat places of business ~rein that state: (Please descrjbe applicabl preference( a~d ide ti..,aj?pl}cable tat~;~, law(s)}: (_ ' V:. ' '" '.v /c. 7/r: «"' > /0 '-" ' v-#/j I,.EGAL OPINION ABOUT POLITICAL SUBDIVISION BIDPING PREFERENCES (Please Select One) /IJe &'<~'L'- 1 o-f! L. The bidder's principal place of. business is in the political subdmsion of - and it is my legal opinion that the laws of that political subdivision do not grant a preference in the letti of any or all public contracts to business entities whose principal places of business are In that political subdivision. The bidder's principal place of business Is in the political subdivision of and it is my legal opinion that the taws of that political subdivision gqjnt She 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)]: Signature of out-of-state bidder's attorney: ~-.< ~:..a..-""'---""-:.l...--!o.f4--i:..t:..ij2:5ol:::::; _ Printed name of out-of-- bidde(s atlomey. ~~~~ E~ ~ Address of out-of-state bidder's attorney: a2q!~ k6!2m/2 _Bi_ t~-a:;n; f}1;j7-7ij/ Telephone Number of out-of-state bidder's attorney: ( 070) 5"9? - d{)~ address of out-of-state bidder~ mtome~~r C{)?} Attorney's states of bar admission: 1Jf2 ~ ~('>f'l"'f' r7= '. # 00t 0.</ Page 21 of 22 Bid #3745BM- Catalog Discounts

16 W 9 Form (Rev. January 2011) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. N~~~~~~~~~~~~~~~r=---4~~T--4~,-~~------~~ CD ~~--~----~~~~~~~~~~~~~----~~~~~~~--~~~~~~~-2~~~~~~~~~~~~-4~ C Corporation,... S Corporation 0 Trust/estate D Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership), T-? 0 and address (optionaq c A- J2.JJ Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line 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 (EJN). 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. l:z;tilll Certification Under penalties of perjury, I certify that: I rn Employer identification number -l3121~f7jilolil 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 f debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than int est and dividends, you are not require o sign the certification, but you must provide your correct TIN. See the instructions on page 4. Sign Here I Section references are to the Internal Revenue Code unless otherwi e 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 a orm oth 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 )

17 COMPANY NAME: Fitness on the Job, Inc. DBA Newman Adaptive/ AlertSeat 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

18 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 Howard C.Newman. 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 of 22 Bid #3745BM- Catalog Discounts

19 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. 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 Adap[tive/ AlertSeats Vendor: Fitness on the Job. Inc. DBA Newman 131 Welles St Page 10 of 22 Bid #3745BM- Catalog Discounts

20 IForty Fort. Pa B. All notices required, or which may be given hereunder, shall be considered properly given if {1) personally delivered, {2) sent by certified United States mail, return receipt requested, or (3) sent by Federal Express or other equivalent overnight letter delivery company. C. The effective date of such notices shall be the date personally delivered, or if sent by mail, the date of the postmark, or if sent by overnight letter delivery company, the date the notice was picked up by the overnight delivery company. D. Parties may designate other parties or addresses to which notice shall be sent by notifying, in writing, the other party in a manner designated for the filing of notice hereunder. 54. COMPANY SECURITY: The Successful Vendor(s)'s personnel will not be permitted in any area of the School Board's facilities except the designated Work areas. The School Board will designate means of egress and ingress. The School Board will provide the necessary security passes, which shall be carried at all times by the Successful Vendor(s)'s personnel. 55. CODE OF CONDUCT: The Successful Vendor(s) shall have an established program to review with its employees the following Code of Conduct prior to Successful Vendor(s)'s employees coming onto the School Board's property. School Board reserves the right to take whatever action it deems appropriate when a violation of the Code of Conduct occurs. This includes, but is not limited to, barring/removing Successful Vendor(s)'s employee(s) from the property and/or any legal recourse available. The Code of Conduct shall include but not be limited to the following: A. Employees shall be required to dress appropriately. Shoes and shirts are required at all times. No apparel with inappropriate or offensive sayings or pictures shall be worn. B. Alcohol, Tobacco, & Drug Abuse Policy - It is the policy of the School Board that the possession, use, consumption, distribution, transfer, manufacture or sale of alcohol, tobacco, illegal drugs or prescription drugs without a valid prescription on School Board's property is strictly prohibited. C. Miscellaneous Conduct - Use of profane, abusive, or threatening language, or fighting or threatening bodily injury to any person is prohibited. Practical joking or horseplay has no place on School Board's property and is prohibited. The bringing of firearms or other weapons into the work place is strictly prohibited. Gambling in any form, including the selling of chances or lottery tickets is not allowed upon the property of the School Board. D, Theft, Destruction of Property - Successful Vendor(s)'s employees shall not take items of School Board's property. Successful Vendor(s)'s employees shall not damage or handle in a destructive manner any of School Board's property or equipment. E. Eating - eating is not allowed except in designated places. F. Cleanliness - Successful Vendor(s)'s employees shall keep their places of work machinery, or other School Board's property used by them in a clean and orderly condition. Marking on walls, posts or machinery is prohibited. Sanitary facilities and break areas are cleaned daily, and Successful Vendor(s)'s employees are expected to do their part in keeping such facilities clean. G. Telephone Calls- Telephones installed in School Board's facilities are for the use of the School Board in the transaction of its business. Unnecessary use of telephones for Page 11 of 22 Bid #3745BM- Catalog Discounts