Federal Supply Schedule 47QTCA24D00BT

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ACRONYMS:

UOI: Unit of Issue (select from dropdown menu; for a list of UoI data elements and descriptions, visit https://www.gsaadvantage.gov/advantage/information/page.do?keyName=UNIT_DEFINITIONS)

COO: Country of Origin (Must be 2 character abbreviation; select from dropdown menu)

SIN: Special Item Number

IFF: Industrial Funding Fee

CAF: Contract Access Fee (OS4 only)

IFF CALCULATION EXAMPLE:

Example of Discount:

Commercial Price List = $100.00 GSA Discount (exclusive of IFF): 10% Discount Price Offered to GSA (excluding IFF): $100*(1-.10) = $90.00 Discount Price Offered to GSA (including IFF): $90.00/0.9925 = $90.68

Example of Markup:

Commercial Price List = $100.00 Dealer Cost: $80.00 GSA Discount (exclusive of IFF): 10% Markup Price Offered to GSA (excluding IFF): $80*(1+.10) = $88.00 Markup Price Offered to GSA (including IFF): $88.00/0.9925 = $88.66

Example of Discount OS4:

Commercial Price List = $100.00 GSA Discount (exclusive of IFF) and 1.25% CAF: 12.25% Discount Price Offered to GSA excluding IFF and 1.25% CAF: $100*(1-.1225) = $87.75 Discount Price Offered to GSA including IFF and 1.25% CAF: $87.75/0.98 = $89.54

PRICE PROPOSAL TEMPLATE

This document must be completed and submitted with your offer.

Complete all tabs relevant to your offer.

Note: All offered items, including options and accessories, must be listed in this Price Proposal Template, with all applicable columns completed.

OPTIONS TAB: Options can be identified in the Price Proposal Template under the "Options" tab if any product on the PRODUCTS tab is coded as “item type: "B - Base.” An option is not a standalone product, and can only be purchased with a base product using the Manufacturer Name and Manufacturer Part Number. Options can be added at the same time as a base product or accessory. Example: A tractor can be purchased with the options of cloth or leather upholstery, and they have different prices associated with them.

PRODXACC TAB: Accessories can be identified in the Price Proposal Template under the "PRODXACC" TAB if any product on the PRODUCTS tab is coded as “item type: A - Accessory.” An accessory is a standalone product, and can be purchased alone or with a base product. Example: An extra set of tires can be purchased along with a tractor.

Two example formulas have been provided for ALL tabs, except the ‘Products with Markup.’ Please use the applicable provided formulas in all rows of proposed items.

The first example (row 2) shows the formulas for how to calculate the Price Offered to GSA (Excluding IFF) using the "Commercial Price List (CPL) OR Market Prices" less the "Discount Offered to GSA (off CPL or Market Prices) (%)" = "Price Offered to GSA (Excluding IFF)."

The second example (row 3) shows how to calculate the "Discount Offered to GSA (Off CPL or Mark Prices) (%)" by comparing the Commercial Price List (CPL) OR Market Prices to the "Price Offered to GSA (Excluding IFF)".

Do not reformat or change the PPT. Formulas must be seen in the spreadsheet. The PPT needs to be completed and submitted in the exact same format incorporated in the template or the offer may be rejected.

For Vendors utilizing a Discount: complete the "PRODUCTS WITH DISCOUNT" tab.

For Vendors utilizing a Markup: complete the "PRODUCTS WITH MARKUP" tab.

For Vendors proposing OS4 SIN(s): complete the "PRODUCTS WITH DISCOUNT OS4" tab.

Vendors may also offer a combination of markups and discounts based on existing commercial practices, utilizing both tabs.

Transaction Data Reporting Pilot:

Offeror proposing a mix of TDR (Monthly Reporting) SINs and non-TDR (Quarterly Reporting) SINs have the opportunity to participate in the TDR Pilot. If opting in to the pilot, offerors are NOT required to complete the following columns:

- Most Favored Customer (MFC)

- Discount Offered to Commercial MFC (%)

- Markup Offered to Commercial MFC (%)

- Commercial MFC Price

- Difference in GSA Price (exclusive of IFF) and MFC Price (%)

- Supporting Invoice or Document Number(Initial submittal)

- Page Location

Offers from joint ventures:

If the joint venture offeror does not have MFC information, it must complete the PPT using the MFC information for the joint venture partner(s) who will be providing the product(s)/service(s) offered.

NOTE: The joint venture partner providing the product must be identified in the "Product Name' column of the Products PPT.

PRODUCTS WITH DISCOUNT

SOFTWARE TERMS AND CONDITIONS

These Software Terms and Conditions (these “Terms and Conditions”) shall apply to all orders placed by licensee (“Licensee”) with NeoSoft, LLC, a Wisconsin limited liability company (“Company”). Company will accept Licensee’s orders, license the Software to the Licensee and do business only on these Terms and Conditions, unless otherwise expressly agreed to by Company in a writing specifically referring to these Terms and Conditions. Licensee, upon placing an order with Company for a license of the Software, shall be deemed to have accepted all of these Terms and Conditions. Company’s right to require strict observance and performance of each of these Terms and Conditions shall not be affected by concurrent waiver of any other of these Terms and Conditions or by any previous course of dealing. “Software” collectively means all software products licensed by Company to Licensee. “Agreement” means these Terms and Conditions as incorporated into any additional documentation related to Licensee’s license of the Software and binding upon Licensee and Company in accordance with Section 12 hereof.

1. License. Subject to the terms and conditions of this Agreement and in consideration for the payment of the applicable fees, Company hereby grants to Licensee, a limited-use, non-exclusive, non¬transferable license and right to access and use the Software. Licensee may install and use the Software on its personal computers. The license granted hereunder shall terminate immediately upon any termination of this Agreement for any reason and all rights and licenses granted under this Agreement shall revert to Company.

2. Scope of Use. Licensee may access, install and use, and provide its authorized end users with use of and access to, the Software during the term of this Agreement and in accordance with the terms of this Agreement. Irrespective of the end user, the Software shall be used only (i) for Licensee’s own internal use, and (ii) at Licensee’s premises. Licensee has no right to sublicense, sell or otherwise transfer the Software, or allow or facilitate any use thereof by third parties, and Licensee has no right to use the Software in an application service provider or service bureau mode. The Software may include certain photographs, clip art, shapes, animations, sounds, music, video, logos or other media elements. Licensee may not copy, modify or distribute any such media elements. Licensee may permit access to non-authorized end-users for the sole purpose of providing technical support and maintenance services. Any documentation accompanying the Software or received by Licensee from Company relating to the Software is for internal, non-commercial reference purposes only. Licensee shall not copy, modify, reverse engineer, disassemble, decompile or unlock the Software in whole or in part for any reason. Licensee shall not create any derivative works of the Software. Licensee shall keep the Software free of all claims, liens and encumbrances. Licensee is solely responsible for its use and any end-users’ use of the Software and Licensee hereby indemnifies Company from and against any claims brought by end-users, unless such claim solely related to Company’s negligence or wilful misconduct.

3. Title and Ownership. Company shall retain all rights, title and interest in the Software, any and all enhancements, modifications, derivatives, additions or new releases thereof or thereto, all intellectual property, including, without limitation, all rights under any work product, patent, patent application, copyright, trade dress, trade secret, technical information and all other confidential information or intellectual property rights owned by or licensed to Company which may be protected by state, federal or common law. Nothing in this Agreement shall be deemed or construed to be a transfer or license of any of Company’s intellectual property. Licensee shall obtain rights to such intellectual property only to the extent that Company may grant such rights in writing, whether by license or otherwise.

4. Termination. Company may terminate this Agreement and Licensee’s right to access and use the Software if Licensee fails to comply with the terms of this Agreement, including, but not limited to, prompt payment of all fees owed by Licensee. Company has the ability to remotely suspend or terminate Licensee’s access to the Software by Licensee and, depending upon the circumstances, may do so in its sole discretion.

5. Terms of Payment. Licensee shall pay the Installation/Download Fee set forth on the Company’s Quotation prior to installation or download of the Software. Licensee shall pay the Monthly Use Fee or the Per Use Fee, as applicable, within the time period set forth on the Quotation or the applicable invoice, if any. Failure to pay or late payment of any fees may result in the Software being disabled or access being denied. “Quotation” is defined in Section 12.

6. Confidentiality. All information or documentation provided by Company to Licensee which is marked as confidential or which from its nature of the context in which it is provided should reasonably be understood to be confidential or of a proprietary nature shall be held by Licensee in strict confidence. Licensee shall not use or disclose such information to any person or business, other than an employee or agent of Licensee who has a need to know the information; provided, that such employees and agents be required to maintain the information at all times in strict confidence in accordance with these Terms and Conditions. Licensee does not expect to disclose any “Protected Health Information” (as such term is defined in the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder) to Company. In the event Licensee intends to disclose Protected Health Information to Company, the parties shall enter into a Business Associate Agreement so that the parties can comply with applicable privacy laws.

7. Warranties. Company warrants that it is the owner of the Software, that it has the authority to license the Software, and that to its knowledge, Licensee’s use of the Software strictly in accordance with the terms of this Agreement shall not infringe the intellectual property rights of any person or breach any trade secret or obligations of confidence owed to any third party. Company warrants that it will use commercially reasonable efforts to implement security measures to prevent the Software as provided by Company from containing any viruses, worms, Trojan horses or other unintended malicious or destructive code. The warranties contained in this Section 7 shall not apply if: (i) Licensee does not use the Software in accordance with this Agreement; (ii) Licensee or an end user alters, modifies or converts the Software, except if such alteration, modification or conversion is done as a result of an instruction from Company; or (iii) Licensee’s computer(s) malfunction and the malfunction causes the defect, error or problem, except where the malfunction is caused by the Software. COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE ERROR FREE, WITHOUT INTERRUPTION, OR IN COMBINATION WITH OTHER SOFTWARE (EXCEPT AS PERMITTED BY COMPANY), OR THAT POTENTIAL PROGRAM DEFECTS ARE CORRECTABLE. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY (EXCEPT SUCH WARRANTIES THAT CANNOT BE EXCLUDED BY LAW).

8. Limitation of Liability. Notwithstanding anything in this Agreement to the contrary, in no event shall Company or any of its affiliates or subsidiaries be liable to Licensee or any of its affiliates or subsidiaries for any indirect, special, punitive or consequential damages (including lost profits or negligence) or otherwise. Company shall not be liable to Licensee for any breach or nullification of a warranty issued to Licensee by a third party that is caused by using and/or implementing the Software with other equipment or software of Licensee. Company’s cumulative liability for all claims relating in any manner to the Software, regardless of the type or nature of the action, shall be limited to Licensee’s direct actual damages not exceeding the amount actually paid to Company by Licensee for the Software, not to exceed $1,000, and Licensee hereby waives any claim or rights to damages in excess of such amount. Company has relied on the limitations set forth in this Section 10 and Licensee expressly acknowledges that this provision is essential in the establishment of the pricing of the Software. The limitations on, and exclusions from, liability set forth in this section shall apply to the maximum extent permitted by applicable law.

9. Medical Diagnosis and Treatment; Patient Study Information. Licensee hereby acknowledges and agrees that all clinical and medical treatment and diagnostic decisions are the responsibility of Licensee and its professional healthcare providers. To the extent that Licensee elects to share any patient study information or materials (“Patient Study Information”) with Company, Licensee represents and warrants that (i) Licensee will only share Patient Study Information in accordance with Company’s instructions, using commercially reasonable security standards, and only after it has been de-identified according to 45 CFR § 164.514, (ii) Licensee has obtained any necessary rights, consents or permissions required to provide the Patient Study Information to Company and to enable Company to use the Patient Study Information for its own purposes, including without limitation to improve the Software, and (iii) Company’s permitted use of such Patient Study Information shall not violate any third party rights or any applicable laws, rules, or regulations.

10. Indemnification. Company will indemnify Licensee from any third party claims brought against Licensee for infringement of intellectual property rights arising from Licensee’s use of the Software, unless the Software has been altered by Licensee in any material way or used in combination with any other products, software or equipment and the claim for infringement is attributable to such combination. The above indemnification obligation is conditioned upon Licensee providing Company with prompt written notice of any third party infringement claim after receipt of notice of such claim, allowing Company, at its option, to control the defense and disposition of such claim and Licensee reasonably cooperating in the defense of such claim. This section represents Licensee’s sole and exclusive remedy (and Company’s sole and exclusive liability) regarding any claim of infringement associated with the Software. Licensee shall defend and indemnify Company and its affiliates and subsidiaries, and their respective officers, directors, owners and agents from and against any and all claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and other costs of litigation) resulting from or otherwise connected with any bodily injury, death or property damage caused by Licensee or its employees’ or agents’ acts or omissions with respect to the Software, or any breach of this Agreement by Licensee, its employees or its agents.

11. Assignment; Use of Subcontractors. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that either party may transfer and assign this Agreement without the other party’s consent to any person or entity that acquires substantially all of the stock or assets of such party’s applicable business, provided any such assignee agrees, in writing, to be bound by the terms of this Agreement. Subject to such limitation, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

12. Contract Formation. Any quotation provided to Licensee by Company (the “Quotation”) is subject to withdrawal at any time before acceptance. Licensee accepts by the terms of such Quotation by sending to Company a purchase order in response to the Quotation. Licensee is hereby notified of Company’s objection to any agreement, understanding or terms thereof, whether oral or written, that in any way purports to modify these Terms and Conditions or the Quotation, whether contained in Licensee’s purchase order or other documentation provided by Licensee, and any such inconsistency shall not be binding on Company unless made in writing specifically referring to these Terms and Conditions and signed by an authorized representative of Company. Neither Company’s subsequent lack of objection to any such inconsistent terms, nor providing Licensee access to the Software, shall constitute an agreement by Company to any such inconsistent terms.

13. Amendment; Severability. This Agreement may be amended only in writing signed by both parties. If any court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the other provisions hereof, which shall remain valid, binding and enforceable in full force and effect, and such invalid or unenforceable provision shall be construed in a manner so as to give the maximum valid and enforceable effect to the intent of the parties expressed in this Agreement. Further, any provision of this Agreement deemed invalid or unenforceable in any situation or jurisdiction shall not affect the validity or enforceability of the offending provision in any other situation or in any other jurisdiction.

14. Governing Law. This Agreement shall be construed and governed under the laws of the State of Wisconsin, without application of principles of conflict of law. All actions or counterclaims regarding the enforcement or interpretation of this Agreement shall be initiated and prosecuted exclusively in the state courts located in Waukesha County, Wisconsin and the federal courts located in the Eastern District of Wisconsin. Both Company and Licensee consent to the jurisdiction and venue of such courts and expressly waive any objections based on the doctrines of personal jurisdiction or forum non conveniens. Company and Licensee voluntarily and intentionally waive the right to a trial by jury with respect to any litigation relating to this Agreement or any course of conduct, course of dealing, statements (whether verbal or written) or actions of either party.

15. Export Restrictions. Licensee acknowledges that the Software is subject to U.S. export jurisdiction. Licensee agrees to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.

16. Limited Warranty for Software Acquired in the US. Company warrants that the Software will perform substantially in accordance with the accompanying materials for a period of thirty (30) days from the date of receipt. If an implied warranty or condition is created by Licensee state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, Licensee also has an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (THIRTY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE THIRTY DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to Licensee. Any supplements or updates to the Software, including without limitation, any (if any) service packs or hot fixes provided to Licensee after the expiration of the thirty day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.

LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Licensee’s exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by Company, Licensee IS NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software does not meet Company's Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 16 ("Exclusion of Incidental, Consequential and Certain Other Damages") are also incorporated into this Limited Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to Licensee. This Limited Warranty gives Licensee specific legal rights. Licensee may have other rights which vary from state/jurisdiction to state/jurisdiction. Licensee’s EXCLUSIVE REMEDY. Company’s and its suppliers' entire liability and Licensee’s exclusive remedy for any breach of this Limited Warranty or for any other breach of this EULA or for any other liability relating to the Software shall be, at Company's option from time to time exercised subject to applicable law, (a) return of the amount paid (if any) for the Software, or (b) repair or replacement of the Software, that does not meet this Limited Warranty and that is returned to Company with a copy of Licensee’s receipt. Licensee will receive the remedy elected by Company without charge, except that Licensee is responsible for any expenses Licensee may incur (e.g. cost of shipping the Software to Company). This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and Company will use commercially reasonable efforts to provide a remedy within a commercially reasonable time of Licensee’s compliance with Company’s warranty remedy procedures.

PRODUCTS WITH MARKUP

PRODUCTS WITH DISCOUNT OS4

OPTIONS

: Base Item Relationship. Identify how the selection of this option will impact the order.

I: Included - Option is included; No cost is associated with this option. (Price must be 0.) Only one (1) included 'I' option is allowed per category.

A: Added - Option can be added for an additional cost. (Price must be zero or greater.)

S: Substituted - If another option is already included (I) for the category, this option can substitute it. The price of a substituted option can be negative, zero, or positive. Enter a negative price where the substituted option is less than the included option, and a positive price if the substituted option costs more than the included option. A price of zero (0) indicates that the substituted item has the same cost as the included item. A price of zero coupled with an option name of 'None' can be used to allow a buyer to refuse the included item. Quantity Unit of Issue Price Offered to GSA (including IFF) : This is the cost associated with this option. Must be zero (0) if the option is included (I). Must be zero or greater if the option is added (A). Can be negative, zero, or positive if the option is a substitute (S).

PRODXACC

: Accessory Manufacturer part number is a required field for all products. It must be provided in every sheet referencing the same product. This must reference a product listed as item_type “A” - accessory in the PRODUCTS tab.

SOME MFR SOME PN 1 SOME MFR SOME PN 2

GLOSSARY

Example of Discount:

Commercial Price List = $100.00 Discount Offered to GSA (excluding IFF): 10% Discount Price Offered to GSA excluding IFF: $100*(1-.10) = $90.00

Example of Markup:

Commercial Price List = $100.00 Dealer Cost: $80.00 Markup Offered to GSA (exclusive of IFF): 10% Markup Price Offered to GSA excluding IFF: $80*(1+.10) = $88.00 Discount/Markup Price Offered to GSA (including IFF) This is the price offered to GSA, with the GSA discount/markup, that includes the 0.75% Industrial Funding Fee (IFF).

Example of Discount:

Commercial Price List = $100.00 GSA Discount (exclusive of IFF): 10% Discount Price Offered to GSA excluding IFF: $100*(1-.10) = $90.00 Discount Price Offered to GSA including IFF: $90.00/0.9925 = $90.68

Example of Markup:

Commercial Price List = $100.00 Dealer Cost: $80.00 GSA Discount (exclusive of IFF): 10% Markup Price Offered to GSA excluding IFF: $80*(1+.10) = $88.00 Markup Price Offered to GSA including IFF: $88.00/0.9925 = $88.66 Discount Price Offered to GSA (off CPL) (excluding IFF and 1.25% CAF) (%) This is the price offered to GSA, with the GSA discount and 1.25% CAF, that does not include the 0.75% Industrial Funding Fee (IFF) and 1.25% CAF.

Example of Discount:

Commercial Price List = $100.00 Discount Offered to GSA (excluding IFF): 12.25% Discount Price Offered to GSA excluding IFF: $100*(1-.1225) = $87.75

Discount Price Offered to GSA (off CPL) (including IFF and 1.25% CAF) (%) This is the price offered to GSA, with the GSA discount and 1.25% CAF, that includes the 0.75% Industrial Funding Fee (IFF) and 1.25% CAF.

Example of Discount:

Commercial Price List = $100.00 GSA Discount (exclusive of IFF) and 1.25% CAF: 12.25% Discount Price Offered to GSA excluding IFF and 1.25% CAF: $100*(1-.1225) = $87.75 Discount Price Offered to GSA including IFF and 1.25% CAF: $87.75/0.98 = $89.54

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