MAS - Trofholz Technologies, Inc. - GS35F0400R

Director, Business Development

1014 N Market Blvd., Ste. 50

Sacramento, CA 95834

UEID: XAEUBGCDG9L5

CAGE CODE: 3CLN9

www.trofholz.com

Yvonne M. Pire

CEO

1014 N Market Blvd., Ste. 50 Sacramento, CA 95834 Phone: 916-577-1903 Email: bids@trofholz.com

Kelly Keyser Contracts Manager 1014 N Market Blvd., Ste. 50 Sacramento, CA 95834 Phone: 916-577-1903 Email: contracts@trofholz.com

Federal Supply Service Authorized Federal Supply Schedule Price List

MAS Contract General Purpose Commercial Information Technology Equipment, Software and Services

Total Solutions for Law Enforcement, Security, Facilities Management Systems

Special Item No. 33411 Purchasing of New Electronic Equipment FSC Class 7010 IT System Configuration, FSC Class 7025 Input/Output and Storage Devices, FSC Class 5810 COMM Security EQ & Comps

Special Item No. 334512 Total Solution Support Products for Facilities Management Systems FSC/PSC Code: R414

Special Item No. 511210 Software Licenses FSC Class 7030 Information Technology Software

Special Item No. 54151 Software Maintenance Services Special Item No.54151S Information Technology Professional Services FPDS Code D301 IT Facility Operation and Maintenance, FPDS Code D302 IT Systems Development Services, FPDS Code D306 IT Systems Analysis Services, FPDS Code D307 Automated Information Systems Design and Integration Services, FPDS Code D308 Programming Services, FPDS Code D310 IT Backup and Security Services, FPDS Code D311 IT Data Conversion Services, FPDS Code D313 Computer Aided Design/Computer Aided Manufacturing (CAD/CAM) Services, FPDS Code D316 IT Network Management Services, FPDS Code D317 Automated News Services, Data Services, or Other Information Services, FPDS Code D399 Other Information Technology Services, Not Elsewhere Classified

Special Item No. 611420 Information Technology Training FPDS Code U012

Special Item No. OLM Order Level Materials

Contract Number: GS‐35F‐0400R Period Covered by Contract: 03/10/2022 to 03/09/25

This proposal includes data that shall not be disclosed outside the Government and shall not be duplicated, used, or disclosed ‐ in whole or in part – for any purpose other than to evaluate this document. If, however, a contract is awarded to Trofholz as a result of ‐ or in connection with ‐ the submission of this data, the Government shall have the right to duplicate, use or disclose the data to the extent provided in the resulting contract. This restriction n does not limit the Government’s right to use information contained in this data if it is obtained from another source without restriction. The data in this restriction is contained in the entirety of this document.

GS-35F-0400R MAS Contract Price List

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Table of Contents

INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS

1.0 GEOGRAPHIC SCOPE OF CONTRACT

2.0 ORDERING ADDRESS AND PAYMENT INFORMATION

3.0 LIABILITY FOR INJURY OR DAMAGE

4.0 STATISTICAL DATA FOR GOVERNMENTORDERING OFFICE COMPLETION OF SF279

5.0 FOB: Destination

6.0 DELIVERY SCHEDULE

7.0 DISCOUNTS

8.0 TRADE AGREEMENTS ACT OF 1979 (AS AMENDED)

9.0 STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING:

10.0 SMALL REQUIREMENTS:

11.0 MAXIMUM ORDER:

12.0 USE OF FEDERAL SUPPLY SERVICE INFORMATION TECHNOLOGY SCHEDULE CONTRACTS. In accordance with FAR 8.404:

13.0 FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS REQUIREMENTS:

13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS PUBS):

13.2 FEDERAL TELECOMMUNICATION STANDARDS (FED‐STDS):

14.0 CONTRACTOR TASKS / SPECIAL REQUIREMENTS (C‐FSS‐370) (NOV 2001)

15.0 CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES

16.0 GSA ADVANTAGE

17.0 PURCHASE OF OPEN MARKET ITEMS

18.0 CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS

19.0 OVERSEAS ACTIVITIES

20.0 BLANKET PURCHASE AGREEMENTS (BPAs)

21.0 CONTRACTOR TEAM ARRANGEMENTS

22.0 INSTALLATION, DEINSTALLATION, REINSTALLATION

23.0 SECTION 508 COMPLIANCE

24.0 PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES

25.0 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR 52.228‐5)

26.0 SOFTWARE INTEROPERABILITY

27.0 ADVANCE PAYMENTS

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TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF GENERAL PURPOSE COMMERCIAL

INFORMATION TECHNOLOGY EQUIPMENT (SPECIAL ITEM NUMBER 33411)

1.0 MATERIAL AND WORKMANSHIP

2.0 ORDER

3.0 TRANSPORTATION OF EQUIPMENT

4.0 INSTALLATION AND TECHNICAL SERVICES

5.0 INSPECTION/ACCEPTANCE

6.0 WARRANTY

7.0 PURCHASE PRICE FOR ORDERED EQUIPMENT

8.0 RESPONSIBILITIES OF THE CONTRACTOR

9.0 TRADE‐IN OF INFORMATION TECHNOLOGY EQUIPMENT

TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL ITEM NUMBER 511210)

AND MAINTENANCE (SPECIAL ITEM NUMBER 54151) OF GENERAL PURPOSECOMMERCIAL

INFORMATION TECHNOLOGY SOFTWARE

1.0 INSPECTION/ACCEPTANCE

2.0 GUARANTEE/WARRANTY

3.0 TECHNICAL SRVICES

4.0 SOFTWARE MAINTENANCE

5.0 PERIODS OF TERM LICENSES (SIN 511210) AND MAINTENANCE (SIN 54151)

6.0 CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE

7.0 TERM LICENSE CESSATION

8.0 UTILIZATION LIMITATIONS ‐ (SIN 511210 AND SIN 54151)

9.0 SOFTWARE CONVERSIONS ‐ (SIN 511210)

10.0 DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

11.0 RIGHT‐TO‐COPY PRICING

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TRAINING COURSES FOR GENERAL PURPOSE

COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE (SPECIAL ITEM NUMBER

611420)

1.0 SCOPE

2.0 ORDER

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3.0 TIME OF DELIVERY

4.0 CANCELLATION AND RESCHEDULING

5.0 FOLLOW‐UP SUPPORT

6.0 PRICE FOR TRAINING

7.0 INVOICES AND PAYMENT

8.0 FORMAT AND CONTENT OF TRAINING

9.0 “NO CHARGE” TRAINING

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES

(SPECIAL ITEM NUMBER 54151S)

1.0 SCOPE

2.0 PERFORMANCE INCENTIVES

3.0 ORDER

4.0 PERFORMANCE OF SERVICES

5.0 STOP‐WORK ORDER (FAR 52.242‐15) (AUG 1989)

6.0 INSPECTION OF SERVICES

7.0 RESPONSIBILITIES OF TROFHOLZ

8.0 RESPONSIBILITIES OF THE ORDERING ACTIVITY

9.0 INDEPENDENT CONTRACTOR

10.0 ORGANIZATIONAL CONFLICTS OF INTEREST

11.0 INVOICES

12.0 PAYMENTS

13.0 RESUMES

14.0 INCIDENTAL SUPPORT COSTS

15.0 APPROVAL OF SUBCONTRACTS

16.0 DESCRIPTION OF IT SERVICES AND PRICING

17.0 LABOR CATEGORIES AND PRICING

17.1 USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT

PROGRAMS

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INFORMATION FOR ORDERING ACTIVITIES

APPLICABLE TO ALL SPECIAL ITEM

NUMBERS

GEOGRAPHIC SCOPE OF CONTRACT

Domestic delivery is delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC and U.S. Territories. Domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities.

Overseas delivery is delivery to points outside of the 48 contiguous states, Washington, DC, Alaska, Hawaii, Puerto Rico and U.S. Territories.

The Geographic Scope of this Contract will be domestic and overseas delivery.

ORDERING ADDRESS AND PAYMENT INFORMATION

a. Ordering Address:

Trofholz Technologies, Inc.

1014 N Market Blvd., Ste. 50 Sacramento, CA 95834 Attn: Contracts Department Phone: (916) 577-1903 Fax: (855) 532-2838 Email: contracts@trofholz.com

b. EFT Payments:

Payment via electronic funds transfer (EFT) is the preferred method of payment. Contact the Accounts Receivable Department (916) 577-1903 to setup.

c. Credit Card Payments:

Credit cards are accepted for payments equal to or less than the micro-purchase threshold of $3500 for oral or written delivery orders. Credit cards payments above the $3,500 micro-purchase threshold will be assessed a processing fee of 4%. Purchase cards ARE NOT eligible for any negotiated prompt payment discount.

d. Mailing Payments:

Accounts Receivable Trofholz Technologies, Inc.

1014 N Market Blvd., Ste. 50 Sacramento, CA 95834

e. To obtain technical and/or ordering assistance contact:

Phone: (916) 577-1903; Fax: (855) 532-2838 Email: contracts@trofholz.com

f. Authorized Dealers: When Authorized Dealers are allowed to bill ordering activities and accept payment, the order and/or payment must be in the name of Trofholz Technologies, Inc., in care of the Authorized Dealer.

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LIABILITY FOR INJURY OR DAMAGE

The Contractor shall not be liable for any injury to ordering activity personnel or damage to ordering activity property arising from the use of equipment maintained by the Contractor, unless such injury or damage is due to the fault or negligence of the Contractor.

STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION

OF SF279

Block 9: G. Order/Modification under Federal Schedule Block 16: Data Universal Numbering System (DUNS) Number: 119514144 Block 30: Type of Contractor: A. Small Disadvantaged Business Block 31: Woman-Owned Small Business - Yes Block 36: Contractor's Taxpayer Identification Number (TIN): 56-2299363 4a. CAGE Code: 3CLN9 4b. Trofholz has registered with the Central Contractor Registration Database.

FOB: Destination

DELIVERY SCHEDULE

a. Time of Delivery: The Contractor shall deliver to destination within the number of calendar days after receipt of order (ARO), as set forth below.

SPECIAL ITEM NUMBER DELIVERY TIME (DAYS ARO)

54151S Information Technology 30 days or as mutually established in the Task Order

33411 Purchase of Equipment 45 days or as mutually established in the Task Order

511210 Term Software Licenses 30 days or as mutually established in the Task Order

54151 Maintenance of Software 30 days or as mutually established in the Task Order

611420 Training 30 days or as mutually established in the Task Order

334512 Total Solution Support Products for Facilities Management Systems

As mutually established in the Task Order

OLM “Order Level Materials: 30-45 days or as mutually established in the Task Order

b. Urgent Requirements: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering activities are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering activity, any order(s) placed pursuant to the agreed upon accelerated delivery period shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

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DISCOUNTS

Prices shown are NET Prices; Basic Discounts have been deducted. GSA receives 26% discount on all SIN’s. GSA receives a 14% discount on Transparent Language products and services.

a. Prompt Payment: 1% - 15 days from receipt of invoice or date of acceptance, whichever is later.

TRADE AGREEMENTS ACT OF 1979 (AS AMENDED)

All items are U.S. made products, designated country products, Caribbean Basin country products, Canadian products or Mexican products as defined in the Trade Agreements Act of 1979, as amended.

STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING:

None

SMALL REQUIREMENTS:

The minimum dollar value of orders to be issued is $100.

MAXIMUM ORDER:

a. The Maximum Order value for the following Special Item Numbers (SINs) is $500,000:

Special Item Number 33411 - Purchase of Equipment Special Item Number 511210 - Term Software Licenses Special Item Number 54151 – Maintenance of Software Special Item Number 54151S - Information Technology (IT) Professional Services Special Item Number 334512 - Total Solution Support Products for Facilities Management Systems

b. The Maximum Order value for the following Special Item Numbers (SINs) is $25,000:

Special Item Number 611420 - Training Courses

USE OF FEDERAL SUPPLY SERVICE INFORMATION TECHNOLOGY SCHEDULE

CONTRACTS. In accordance with FAR 8.404:

[NOTE: Special ordering procedures have been established for Special Item Numbers (SINs) 54151S IT Professional Services; refer to the terms and conditions for those SINs.]

Orders placed pursuant to a Multiple Award Schedule (MAS), using the procedures in FAR 8.404, are considered to be issued pursuant to full and open competition. Therefore, when placing orders under Federal Supply Schedules, ordering activities need not seek further competition, synopsize the requirement, make a separate determination of fair and reasonable pricing, or consider small business set-asides in accordance with subpart 19.5. GSA has already determined the prices of items under schedule contracts to be fair and reasonable. By placing an order against a schedule using the procedures outlined below, the ordering activity has concluded that the order represents the best value and results in the lowest overall cost alternative (considering price, special features, administrative costs, etc.) to meet the ordering activity’s needs.

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a. Orders placed at or below the micro-purchase threshold. Ordering activities can place orders at or below the micro-purchase threshold with any Federal Supply Schedule Contractor.

b. Orders exceeding the micro-purchase threshold but not exceeding the maximum order threshold.

Orders should be placed with the Schedule Contractor that can provide the supply or service that represents the best value. Before placing an order, ordering activities should consider reasonably available information about the supply or service offered under MAS contracts by using the “GSA Advantage!” on-line shopping service, or by reviewing the catalogs/pricelists of at least three Schedule Contractors and selecting the delivery and other options available under the schedule that meets the ordering activity’s needs. In selecting the supply or service representing the best value, the ordering activity may consider--

(1) Special features of the supply or service that are required in effective program performance and that are not provided by a comparable supply or service;

(2) Trade-in considerations;

(3) Probable life of the item selected as compared with that of a comparable item;

(4) Warranty considerations;

(5) Maintenance availability;

(6) Past performance; and

(7) Environmental and energy efficiency considerations.

c. Orders exceeding the maximum order threshold. Each schedule contract has an established maximum order threshold. This threshold represents the point where it is advantageous for the ordering activity to seek a price reduction. In addition to following the procedures in paragraph b, above, and before placing an order that exceeds the maximum order threshold, ordering activities shall--

Review additional Schedule Contractors’

(1) catalogs/pricelists or use the “GSA Advantage!” on-line shopping service;

(2) Based upon the initial evaluation, generally seek price reductions from the Schedule Contractor(s) appearing to provide the best value (considering price and other factors); and

(3) After price reductions have been sought, place the order with the Schedule Contractor that provides the best value and results in the lowest overall cost alternative. If further price reductions are not offered, an order may still be placed, if the ordering activity determines that it is appropriate.

NOTE: For orders exceeding the maximum order threshold, the Contractor may:

(1) Offer a new lower price for this requirement (the Price Reductions clause is not applicable to orders placed over the maximum order in FAR 52.216-19 Order Limitations);

(2) Offer the lowest price available under the contract; or

(3) Decline the order (orders must be returned in accordance with FAR 52.216-19).

c. Blanket purchase agreements (BPAs). The establishment of Federal Supply Schedule BPAs is permitted when following the ordering procedures in FAR 8.404. All schedule contracts contain BPA provisions. Ordering activities may use BPAs to establish accounts

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with Contractors to fill recurring requirements. BPAs should address the frequency of ordering and invoicing, discounts, and delivery locations and times.

d. Price reductions. In addition to the circumstances outlined in paragraph c, above, there may be instances when ordering activities will find it advantageous to request a price reduction. For example, when the ordering activity finds a schedule supply or service elsewhere at a lower price or when a BPA is being established to fill recurring requirements, requesting a price reduction could be advantageous. The potential volume of orders under these agreements, regardless of the size of the individual order, may offer the ordering activity the opportunity to secure greater discounts. Schedule Contractors are not required to pass on to all schedule users a price reduction extended only to an individual ordering activity for a specific order.

e. Small business. For orders exceeding the micro-purchase threshold, ordering activities should give preference to the items of small business concerns when two or more items at the same delivered price will satisfy the requirement.

g. Documentation. Orders should be documented, at a minimum, by identifying the Contractor the item was purchased from, the item purchased, and the amount paid. If an ordering activity requirement, in excess of the micro-purchase threshold, is defined so as to require a particular brand name, product, or feature of a product peculiar to one manufacturer, thereby precluding consideration of a product manufactured by another company, the ordering activity shall include an explanation in the file as to why the particular brand name, product, or feature is essential to satisfy the ordering activity’s needs.

FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS

REQUIREMENTS:

Ordering activities acquiring products from this Schedule must comply with the provisions of the Federal Standards Program, as appropriate (reference: NIST Federal Standards Index). Inquiries to determine whether or not specific products listed herein comply with Federal Information Processing Standards (FIPS) or Federal Telecommunication Standards (FED-STDS), which are cited by ordering activities, shall be responded to promptly by the Contractor.

13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS PUBS):

Information Technology products under this Schedule that do not conform to Federal Information Processing Standards (FIPS) should not be acquired unless a waiver has been granted in accordance with the applicable "FIPS Publication.” Federal Information Processing Standards Publications (FIPS PUBS) are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Information concerning their availability and applicability should be obtained from the National Technical Information Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for FIPS PUBS should be referred to the NTIS Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both at the above address, or telephone number (703) 487-4650.

13.2 FEDERAL TELECOMMUNICATION STANDARDS (FED‐STDS):

Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been

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granted in accordance with the applicable "FED-STD.” Federal Telecommunication Standards are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Ordering information and information concerning the availability of FED-STDS should be obtained from the GSA, Federal Supply Service, Specification Section, 470 East L’Enfant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number (202)619-8925. Please include a self-addressed mailing label when requesting information by mail. Information concerning their applicability can be obtained by writing or calling the U.S. Department of Commerce, National Institute of Standards and Technology, Gaithersburg, MD 20899, telephone number (301)975-2833.

CONTRACTOR TASKS / SPECIAL REQUIREMENTS (C‐FSS‐370) (NOV 2001)

a. Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule.

b. Travel: The Contractor may be required to travel in performance of orders issued under this contract. Allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. The Industrial Funding Fee does NOT apply to travel and per diem charges.

c. Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classifications offered. All costs associated with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program.

d. Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program.

e. Personnel: The Contractor may be required to provide key personnel, resumes or skill category descriptions in the performance of orders issued under this contract. Ordering activities may require agency approval of additions or replacements to key personnel.

f. Organizational Conflicts of Interest: Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor’s participation in such order may be restricted in accordance with FAR Part 9.5.

g. Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency’s order.

h. Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency’s order.

i. Government-Furnished Property: As specified by the agency’s order, the Government may provide property, equipment, materials or resources as necessary.

j. Availability of Funds: Many Government agencies’ operating funds are appropriated for a specific fiscal year. Funds may not be presently available for any orders placed under the

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contract or any option year. The Government’s obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer.

k. Overtime: For professional services, the labor rates in the Schedule should not vary by virtue of the Contractor having worked overtime. For services applicable to the Service Contract Act (as identified in the Schedule), the labor rates in the Schedule will vary as governed by labor laws (usually assessed a time and a half of the labor rate).

CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES

Any ordering activity, with respect to any one or more delivery orders placed by it under this contract, may exercise the same rights of termination as might the GSA Contracting Officer under provisions of FAR 52.212-4, paragraphs (l) Termination for the ordering activity’s convenience, and (m) Termination for Cause (See 52.212-4)

GSA ADVANTAGE

GSA Advantage! Is on-line, interactive electronic information and ordering system that provides on-line access to vendors' schedule prices with ordering information. GSA Advantage will allow the user to perform various searches across all contracts including, but not limited to:

(1) Manufacturer;

(2) Manufacturer's Part Number; and

(3) Product categories.

Agencies can browse GSA Advantage! by accessing the Internet World Wide Web utilizing a browser (ex.: NetScape). The Internet address is http://www.gsaadvantage.gov

PURCHASE OF OPEN MARKET ITEMS

NOTE: Open Market Items are also known as incidental items, noncontract items, non-Schedule items, and items not on a Federal Supply Schedule contract. ODCs (Other Direct Costs) are not part of this contract and should be treated at open market purchases. Ordering Activities procuring open market items must follow FAR 8.402 (f).

For administrative convenience, an ordering activity contracting officer may add items not on the Federal Supply Multiple Award Schedule (MAS) -- referred to as open market items -- to a Federal Supply Schedule blanket purchase agreement (BPA) or an individual task or delivery order, only if-

(1) All applicable acquisition regulations pertaining to the purchase of the items not on the Federal Supply Schedule have been followed (e.g., publicizing (Part 5), competition requirements (Part 6), acquisition of commercial items (Part 12), contracting methods (Parts 13, 14, and 15), and small business programs (Part 19));

(2) The ordering activity contracting officer has determined the price for the items not on the Federal Supply Schedule is fair and reasonable;

(3) The items are clearly labeled on the order as items not on the Federal Supply Schedule;

and

(4) All clauses applicable to items not on the Federal Supply Schedule are included in the order.

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CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS

a. For the purpose of this contract, commitments, warranties and representations include, in addition to those agreed to for the entire schedule contract:

(1) Time of delivery/installation quotations for individual orders;

(2) Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or functional characteristics and capabilities of a product/equipment/ service/software package submitted in response to requirements that result in orders under this schedule contract.

(3) Any representations and/or warranties concerning the products made in any literature, description, drawings and/or specifications furnished by the Contractor.

b. The above is not intended to encompass items not currently covered by the GSA Schedule contract.

OVERSEAS ACTIVITIES

The terms and conditions of this contract shall apply to all orders for installation, maintenance and repair of equipment in areas listed in the pricelist outside the 48 contiguous states and the District of Columbia.

Upon request of the Contractor, the ordering activity may provide the Contractor with logistics support, as available, in accordance with all applicable ordering activity regulations. Such ordering activity support will be provided on a reimbursable basis, and will only be provided to the Contractor's technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract.

BLANKET PURCHASE AGREEMENTS (BPAs)

The use of BPAs under any schedule contract to fill repetitive needs for supplies or services is allowable. BPAs may be established with one or more schedule contractors. The number of BPAs to be established is within the discretion of the ordering activity establishing the BPA and should be based on a strategy that is expected to maximize the effectiveness of the BPA(s). Ordering activities shall follow FAR 8.405-3 when creating and implementing BPA(s).

CONTRACTOR TEAM ARRANGEMENTS

Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with Clauses 552.238-74; Industrial Funding Fee and Sales Reporting, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract.

INSTALLATION, DEINSTALLATION, REINSTALLATION

The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall receive less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis-Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment or services. For example, the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing

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supplies or equipment under a supply contract. However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act apply.

The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act.

The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, de-installation, and reinstallation services under SIN 33411.

SECTION 508 COMPLIANCE

If applicable, Section 508 compliance information on the supplies and services in this contract are available in Electronic and Information Technology (EIT) in accordance with the EIT standards at Trofholz’ webpage the following:

http://www.trofholz.com/

The EIT standard can be found at www.Section508.gov/.

PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES.

Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf of an ordering activity, shall follow the terms of the applicable schedule and authorization and include with each order–

a. A copy of the authorization from the ordering activity with whom the contractor has the prime contract (unless a copy was previously furnished to the Federal Supply Schedule contractor); and

b. The following statement:

This order is placed under written authorization from _______-dated _______. In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply Schedule contract, the latter will govern.

INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR

52.228‐5)

a. The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

b. Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

c. The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or

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elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance and shall make copies available to the Contracting Officer upon request.

SOFTWARE INTEROPERABILITY.

Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item’s interface may be identified as interoperable based on participation in a Government agency-sponsored program or in an independent organization program. Interfaces may be identified by reference to an interface registered in the component registry located at http://www.core.gov.

ADVANCE PAYMENTS

A payment under this contract to provide a service or deliver an article for the United States Government may not be more than the value of the service already provided or the article already delivered. Advance or pre-payment is not authorized or allowed under this contract. (31 U.S.C.

3324)

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All information contained within this document is subject to the disclosure on the cover page.

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF

GENERAL PURPOSE COMMERCIAL INFORMATION

TECHNOLOGY EQUIPMENT (SPECIAL ITEM NUMBER

33411)

MATERIAL AND WORKMANSHIP

All equipment furnished hereunder must satisfactorily perform the function for which it is intended.

ORDER

Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (BPA) agreements shall be the basis for purchase in accordance with the provisions of this contract. If time of delivery extends beyond the expiration date of the contract, the Contractor will be obligated to meet the delivery and installation date specified in the original order.

For credit card orders and BPAs, telephone orders are permissible.

TRANSPORTATION OF EQUIPMENT

FOB DESTINATION. Prices cover equipment delivery to destination, for any location within the geographic scope of this contract.

INSTALLATION AND TECHNICAL SERVICES

INSTALLATION. When the equipment provided under this contract is not normally self-installable, Trofholz technical personnel shall be available to the ordering activity, at the ordering activity's location, to install the equipment and to train ordering activity personnel in the use and maintenance of the equipment. Trofholz rates for such services are listed in the price schedule;

please contact Trofholz for a quote.

a. INSTALLATION, DEINSTALLATION, REINSTALLATION. The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall receive less than the prevailing wage rates as determined by the Secretary of Labor.

The requirements of the Davis-Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment or services. For example, the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing supplies or equipment under a supply contract.

However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act apply.

b. The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, de-installation, and reinstallation services under SIN 33411.

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All information contained within this document is subject to the disclosure on the cover page.

c. OPERATING AND MAINTENANCE MANUALS. The Contractor shall furnish the ordering activity with one (1) copy of all operating and maintenance manuals, which are normally provided with the equipment being purchased.

INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any equipment that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming equipment at no increase in contract price. The ordering activity must exercise its post acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

WARRANTY

a. Hardware Standard Limited Warranty

Trofholz Technologies, Inc. (Trofholz) passes on to the original purchaser of the hardware product ("the Product"), the manufactures’ warranty that the Product is free from defects in materials and workmanship under normal use for the period of the manufacturer’s warranty. This Limited Warranty applies only to Products that were purchased from Trofholz or an authorized Trofholz VAR and extends only to the original purchaser of the Product. Protection under this Limited Warranty is not transferable to anyone who subsequently purchases the Product from the original purchaser.

Should the product fail to conform to this warranty during the period set forth herein, Trofholz will apply the manufacturer’s warranty agreement. Trofholz may, at its option, use new, reconditioned or re-manufactured replacement parts. All replacement products and parts will assume the remaining warranty of the original product or the part manufacturer’s warranty, whichever is longer...

To obtain service under this Agreement, the owner should call their reseller or Trofholz direct at (916) 577-1903. Notice of warranty claims must be received before the expiration of the warranty period. If replacement or repair is necessary under the warranty, purchaser must return the unit within the date specified on the product’s warranty. All products returned for repair or replacement under these warranty provisions must be accompanied by the original purchaser's proof-of-purchase. The manufacturer, not the client, will pay shipping on units being returned for warranty repair or replacement within the continental United States.

This Limited Warranty does not cover any Product (a) that has been the subject of accident, misuse, disassembly, neglect, or abuse; (b) that has been the subject of improper installation, use or handling by someone other than Trofholz or a Trofholz authorized service provider; (c) that has been repaired, modified, or altered by someone other than Trofholz or a Trofholz authorized service provider; (d) that has been operated under in a manner that is inconsistent with Trofholz’ written specifications or recommendations or those of the manufacturer; or (e) that has been damaged by the use of equipment or parts not sold by Trofholz.

b. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

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All information contained within this document is subject to the disclosure on the cover page.

c. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items.

d. If inspection and repair of defective equipment under this warranty will be performed at the Contractor's plant, the address is as follows: Contact Trofholz for determination of applicable location dependent upon your product. All questions regarding warranty information should be directed to Trofholz Technologies, Inc. at (916) 577-1903.

PURCHASE PRICE FOR ORDERED EQUIPMENT

The purchase price that the ordering activity will be charged will be the ordering activity purchase price in effect at the time of order placement, or the ordering activity purchase price in effect on the installation date (or delivery date when installation is not applicable), whichever is less.

RESPONSIBILITIES OF THE CONTRACTOR

Trofholz shall comply with all laws, ordinances, and regulations (Federal, State, City or otherwise) covering work of this character, and shall include all costs, if any, of such compliance in the prices quoted in this offer.

TRADE‐IN OF INFORMATION TECHNOLOGY EQUIPMENT

When an ordering activity determines that Information Technology equipment will be replaced, the ordering activity shall follow the contracting policies and procedures in the Federal Acquisition Regulation (FAR), the policies and procedures regarding disposition of information technology excess personal property in the Federal Property Management Regulations (FPMR) (41 CFR 101-43.6), and the policies and procedures on exchange/sale contained in the FPMR (41 CFR part 101-46).

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All information contained within this document is subject to the disclosure on the cover page.

TERMS AND CONDITIONS APPLICABLE TO TERM

SOFTWARE LICENSES (SPECIAL ITEM NUMBER

511210) AND MAINTENANCE (SPECIAL ITEM

NUMBER 54151) OF GENERAL PURPOSE

COMMERCIAL INFORMATION TECHNOLOGY

SOFTWARE

INSPECTION/ACCEPTANCE

The Government shall accept or reject software in writing within thirty (30) calendar days after date of delivery.

GUARANTEE/WARRANTY

a. With regard to any software provided with the Product and licensed to the purchaser ("Software"), Trofholz will pass the warranty for the software that the programmer or manufacturer provides. Trofholz warrants that the media on which the Software is recorded will be free from defects in material and workmanship under normal use for a period of 30 days from the date of purchase. If Trofholz is notified within 30 days from the date of purchase that the media contains such defects, Trofholz will, after verification of such defects, either replace the defective media or refund the purchase price of the media in lieu of repair. Trofholz disclaims any and all additional warranties, conditions and representations, whether express, implied or statutory, with respect to the Software, its quality, performance, merchantability or fitness for a particular purpose. Trofholz does not warrant that the Software will be error-free, or that the functions of the Software will be uninterrupted. The Software is provided "AS IS," except to the extent of any express warranties offered by the manufacturer of the Software, as set forth in the applicable software license agreement contained in or accompanying the Software or as otherwise set forth above. This Limited Warranty does not cover labor performed for configuring software and virus detection. Removal of the software and performance of such services will be subject to non-Warranty diagnostic and repair fees. Trofholz is not responsible for repairs or defect testing of non-covered items.

Trofholz shall not be responsible for any software programs, data or other information stored or used on any media or part of any Product returned to Trofholz or its authorized service providers for warranty service or other repair, including but not limited to the costs of recovering such programs, data, or other information. Trofholz and its service providers will not be responsible for contents of the hard disk or any other data storage media that are altered, deleted, modified or lost during service or repair of the Product. It is solely the responsibility of the purchaser to back up any software programs, data, or information stored on any storage media or any part of a Product returned for service or repair.

b. This limited warranty gives you specific legal rights that vary from state to state. Trofholz’s responsibility for malfunctions and defects in hardware, software and labor is limited to repair and replacement as set forth in this warrant statement. All express warranties are limited to the terms contained in this statement. All implied warranties, including but not

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All information contained within this document is subject to the disclosure on the cover page.

limited to any implied warranties of and conditions of merchantability and fitness for a particular purpose are expressly excluded.

c. All questions regarding warranty information should be directed to Trofholz Technologies, Inc. at (916) 577-1903.

d. Trofholz warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

e. Limitation of Liability. Except as otherwise provided by an express or implied warranty, Trofholz will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items.

TECHNICAL SERVICES

Trofholz, without additional charge to the ordering activity, shall provide a hot line technical support number 1-866-577-1903 or 916-577-1903 for providing user assistance and guidance in the implementation of the software. The technical support number is available from 8:00 a.m. to 5:00 p.m. Pacific Standard Time.

SOFTWARE MAINTENANCE

a. Software maintenance as it is defined:

____X______ 1. Software Maintenance as a Product (SIN 511210)

Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that is included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user’s self-diagnostics.

Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service.

_____X__ 2. Software Maintenance as a Service (SIN 54151)

Software maintenance as a service creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance as a service includes person-to-person communications regardless of the medium used to communicate telephone support, on-line technical support, customized support and/or technical expertise that are charged commercially. Software maintenance as a service is billed arrears in accordance with 31 U.S.C. 3324.

b. Invoices for maintenance service shall be submitted by Trofholz on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31

U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE

SHOWN ON THE INVOICE.

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All information contained within this document is subject to the disclosure on the cover page.

PERIODS OF TERM LICENSES (SIN 511210) AND MAINTENANCE (SIN

54151)

a. The Contractor shall honor orders for periods for the duration of the contract period or a lessor period of time.

b. Term licenses and/or maintenance may be discontinued by the ordering activity on thirty (30)-calendar day’s written notice to the Contractor.

c. Annual Funding. When annually appropriated funds are cited on an order for term licenses and/or maintenance, the period of the term licenses and/or maintenance shall automatically expire on September 30 of the contract period, or at the end of the contract period, whichever occurs first. Renewal of the term licenses and/or maintenance orders citing the new appropriation shall be required, if the term licenses and/or maintenance are to be continued during any remainder of the contract period.

d. Cross-Year Funding Within Contract Period. Where an ordering activity’s specific appropriation authority provides for funds in excess of a 12-month (fiscal year) period, the ordering activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years.

e. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the term licenses and/or maintenance are to be terminated at that time. Orders for the continuation of term licenses and/or maintenance will be required if the term licenses and/or maintenance is to be continued during the subsequent period.

CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE

a. The ordering activity may convert term licenses to perpetual licenses for any or all software at any time…