Reference Text File for AVAYA INC. GS-10F-0246K
Avaya Inc. 1450 G Street, N.W. Suite 500, Washington, D.C. 20005 1-888-GSA-1201 www.avaya.com/gov/gsa Business Size: Large Contract Number: GS-10F-0246K Period Covered by Contract: May 15, 2000 to May 14-2005 FSC GROUP: 874 SIN 874-1 CONSULTING SERVICES FSC Class 874 2 TABLE OF CONTENTS I. PRICELIST Material Codes with their associated descriptions II. CUSTOMER INFORMATION 1. Description of SIN 874-1, Consulting Services and Pricing 2.a Maximum Order 2.b Use of Federal Supply Service Information Technology Schedule Contracts 3. Minimum Order 4. Geographic Scope of Contract 5. Point of Production 6. Prices 7. Discounts 8. Prompt Payment 9. Credit Cards 10. Delivery Schedule 11. Service Coverage Period 12. F.O.B. Point 13. Ordering Address 14. Payment Address 15. Warranty 16. Export Packing 17. Credit Cards 18. EFT Payment 19. Participating Dealers 20. Year 2000 Warranty - Commercial Supply Items 21. Blanket Purchase Agreements (BPAs) 22. Contractor Team Arrangements 23. Incidental, Non-Schedule Items 24. Travel Expense Reimbursement 25. Responsibilties of the Government 26. Effective Dates of Orders 27. Licensing Fees 28. Security Requirements 29. Order Acknowledgement 30. Data Universal Number System (DUNS) Number 31. Central Contractor Registration (CCR) Database III. Terms and Conditions Applicable to Consulting Services (Special Item 874-1) 1. Price and Payment 2. Use of the Ordering Office''s Information 3. Ownership and Use of Delivered Information 4. Personnel 5. Rightful Employer 6. Additions and/or Changes 7. Tradename and Tradedress 8. Warranty 9. Software License 10. Exclusive Remedies and Limitations of Liability 11. Excusable Delay 12. Subcontracting 13. Third Party Products 14. Title/Risk of Loss IV. Other Information 1. How to Obtain Copies of the Schedule 2. Where to Place Orders, or Make Inquiries About Orders, Invoices or Payment 3. Where to Make Inquiries About Professional Servces I. PRICELIST Date: April 13, 2001 Material Code 117934 PSO-BUSINESS CONSULTING - CALL CENTER CONSULTING SERVICES - This service consists of a variety of task order/statement of work driven consultative engagements that define the requirements, the design, the implementation, and the management of an agency's call cen-ter such as: Strategic and Functional Assessment, Geographic Analysis, Organizational Structure Analysis, Performance Standards and Metrics Analysis, Personnel Analysis, Work Force Scheduling Analysis, Human Factor Analysis, Problem Diagnosis and Recommendation, Usability As-sessment, Disaster Prevention and Recovery, Internet and E-Commerce, Business Case Development. This service is provided 8am-5pm Monday-Friday excluding holidays and the GSA hourly rate is $267.13. Material Code 117935 PSO-PROJECT MANAGEMENT - CALL CENTER PROJECT SERVICES- The Project Manager serves as a single point of contact for the consulta-tive engagement(s) with respect to the operational plans and the devel-opment of a call center. Avaya utilizes Project Management disciplined to develop and manage timelines, schedules, project milestones and critical tasks, deliverables, and costs to ensure that the project is completed on schedule and within budget for the call center consultative engagement(s). This service is provided 8am-5pm Monday-Friday excluding holidays and the GSA hourly rate is $267.13. Material Code 117936 PSO-BUSINESS CONSULTING - TRAVEL AND LIVING EXPENSE - This is for administrative purposes covering actual Travel & Living expenses on a case by case basis. This service is provided 8am-5pm Monday-Friday excluding holidays. II. CUSTOMER INFORMATION 1. Description of SIN 874-1, Con-sulting Services and Pricing A description of each type of Consulting Service and the associated charges are specified in the au-thorized pricelist. 2. a Maximum Order (All dollar amounts are exclusive of any discount for prompt payment.) Special Item 874-1 Consulting Services The maximum dollar value per order will be $1,000,000 for all services. 2.b Use Of Federal Supply Service Information Technology Schedule Contracts. In accordance with FAR 8.402: FAR 8.402 contemplates that GSA may occasionally find it necessary to establish special ordering proce-dures for individual Federal Supply Schedules or for some Special Item Numbers (SINs) within a Sched-ule. GSA has established special ordering proce-dures for services that are priced on Schedule at hourly rates. These special ordering procedures take precedence over the procedures in FAR 8.404. The GSA has determined that the rates for services contained in the contractor's price list applicable to this schedule are fair and reasonable. However, the ordering office using this contract is responsible for considering the level of effort and mix of labor pro-posed to perform specific task being ordered and for making a determination that the total firm-fixed price or ceiling price is fair and reasonable. 2b (Cont...) When ordering services, ordering offices shall ------ Prepare a Request for Quotes: A. A performance-based statement of work that outlines, at a minimum, the work to be per-formed, location of work, period performance, deliverable schedule, applicable standards, ac-ceptable criteria and any special requirements (i.e., security clearances, travel, special knowl-edge, etc.) should be prepared. B. A request for quotes should be prepared which includes the performance-based statement of work and requests the contractors to submit ei-ther a firm-fixed price or a ceiling price to pro-vide the services outlined in the statement of work. A firm-fixed price order shall be re-quested, unless the ordering office makes a de-termination that it is not possible at the time of placing the order to estimate accurately the ex-tent or duration of work or to anticipate cost with any reasonable degree of confidence. When such a determination is made, a labor hour quote may be requested. The firm-fixed price shall be based on the hourly rates in the schedule contract and shall consider the mix of labor categories and level of effort required to perform the services de-scribed in the statement of work. The firm-fixed price of the order should also include any other incidental costs related to performance of the services ordered. The order may provide for re-imbursements of travel costs at the rates pro-vided in the Federal Travel of Joint Travel Regulations, or as a fixed-price incidental item. A ceiling price must be established for labor hour orders. C. The request for quotes may request the contrac-tors, if necessary or appropriate, to submit a project plan for performing the task and infor-mation on the contractor's experience and/or past performance performing similar tasks. D. The request for quotes shall notify the contrac-tors what basis will be used for selecting the contractor to receive the order. The notice shall include the best value selection criteria including the intended use of past performance factors. 2b (Cont...) Transmit the Request for Quotes to Contractors------ A. Based upon an initial evaluation of catalogs and price lists, the ordering office should identify the contractors that appear to offer the best value (considering the scope of services offered, hourly rates and other factors such as contrac-tors' locations, as appropriate). B. The request for quotes should be provided to at least three (3) contractors if the proposed order is estimated to exceed the micro-purchase threshold, but not exceed the maximum order threshold. For proposed orders exceeding the maximum order threshold, the request for quotes should be provided to additional con-tractors that offers services that will meet the agency's needs. Ordering offices should strive to minimize the contractors' costs associated with responding to requests for quotes for specific orders. Requests should be tailored to the minimum level necessary for adequate evalua-tion and selection for order placement. Oral presentations should be considered, whenever practical. 2b (Cont...) Evaluate quotes and select the contractor to re-ceive an order------ After responses have been evaluated against the fac-tors identified in the request for quotes, the order should be placed with the schedule contractor that represents the best value and results in the lowest overall cost alternative (considering price, special qualifications, administrative costs, etc.) to meet the Government's needs. The establishment of Federal Supply Schedule Blan-ket Purchase Agreements (BPAs) for recurring ser-vices is permitted when the procedures outlined herein are followed. All BPAs for services must define the service that may be ordered under the BPA, along with delivery or performance time frames, billing procedures, etc. The potential volume of orders under BPAs, regardless of the size of indi-vidual orders, may offer the ordering office the op-portunity to secure volume discounts. 2b (Cont...) When establishing BPAs ordering offices shall ------ Inform contractors in the request for quotes (based on the agency's requirement) if a single BPA or mul-tiple BPAs will be established and indicate the basis that will be used for selecting the contractors to be awarded the BPAs. A. Single BPA: Generally, a single BPA should be established when the ordering office can define the tasks to be ordered under the BPA and es-tablish a firm-fixed price or ceiling price for in-dividual tasks or services to be ordered. When this occurs, authorized users may place the or-der directly under the established BPA when the need for services arises. The schedule contrac-tor that represents the best value and results in the lowest overall cost alternative to meet the agency's needs should be awarded the BPA. B. Multiple BPAs: When the ordering office de-termines multiple BPAs are needed To meet its requirements, the ordering office should deter-mine which contractors can meet any technical qualifications before establishing the BPAs. When multiple BPAs are established, the au-thorized users must follow the procedures in 2.B above and then place the order with the Schedule contractor that represents the best value and results in the lowest overall cost alter-native to meet the agency's needs. C. Review BPAs periodically. Such reviews shall be conducted at least annually. The purpose of the review is to determine whether the BPA still represents the best value (considering price, special qualifications, etc.) and results in the lowest overall cost alternative to meet the agency's needs. 2b (Cont...) The ordering office should give preference to small business concerns when two or more contrac-tors can provide the service at the same firm-fixed price or ceiling price. 2b (Cont...) When the ordering office's requirement involves both products as well as professional services, the ordering office should total the prices for the prod-ucts and the firm-fixed price for the services and select the contractor that represents the greatest value in terms of meeting the agency's total needs. 2b (Cont...) The ordering office, at a minimum, should docu-ment orders by identifying the contractor the ser-vices were purchased from, the services purchased and the amount paid. If other than a firm-fixed price order is placed, such documentation should include the basis for the determination to use a la-bor hour order. For agency requirements in excess of the micro-purchase threshold, the order file should document the evaluation of Schedule con-tractors' quotes that formed the basis for the selec-tion of the contractor that received the order and the rationale for any trade-offs made in making the selection. 3. Minimum Order There is no minimum value on orders to be issued under this contract for purchase. 4. Geographic Scope of Contract The geographic scope of this contract is the 48 con-tiguous states, the District of Columbia, Hawaii, Alaska and Puerto Rico. 5. Point of Production Not applicable to services. 6. Prices See the Pricelist section for prices. 7. Discounts All prices are net after all discounts have been de-ducted. The prices stated apply to all federal agen-cies and educational institutions. 8. Prompt Payment Avaya offers no discount for prompt payment. 9. Credit Cards Avaya may accept Visa and Mastercard as a method of credit card payment for non-curring charges for below and above the micropurchase threshold. 10. Delivery Schedule The delivery schedules will be based on mutual agreement between the Ordering Office and Avaya. 11. Service Coverage Period Service coverage period shall be 8a.m. to 5p.m., Monday through Friday, excluding Avaya observed holidays, unless otherwise noted in the Statement of Work and agreed to between Avaya and the order-ing office. 12. FOB Point Avaya shall bear the risk of loss of, or damage to, Deliverables provided hereunder while in transit to the Ordering Officer premises. Title and risk of loss for Deliverables shall pass to the Ordering Of-fice at the time of delivery. The Ordering Office shall pay all shipping and other destination charges. 13. Ordering Address 3795 Data Drive Norcross, GA 30092 14. Payment Address As shown on invoice. 15. Warranty (A) Unless otherwise provided for in the Statement of Work, for a period of ninety (90) days from the In-Service Date, which shall be the date when Avaya advises the Ordering Office that Avaya has provided those Services and Deliverables as delineated in the Statement of Work and that those Services and De-liverables are available for the Ordering Agency's use, Avaya warrants that (i) the Services to be per-formed by Avaya shall be executed in accordance with ordinarily acceptable practices in the field to which the Services pertain and; (ii) the Deliverables shall perform in accordance with published specifi-cations and any standards set forth in the Statement of Work. (B) EXCEPT AS SET FORTH HEREIN OR IN A STATEMENT OF WORK, AVAYA, ITS SUBSIDIARIES AND THEIR AFFILIATES, SUBCONTRACTORS AND SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 16. Export Packing Export packing, if required is available. Charges shall be provided upon request. 17. Credit Cards The Government Commercial Credit Card may be accepted as a method of payment for on-recurring charges. 18. EFT Payment Avaya will, upon request, provide the Government with the bank account information for wire transfer payments. 19. Participating Dealers There are no participating dealers under this con-tract. 20. Year 2000 Warranty - Commer-cial Supply Items For Avaya BCS products the following will apply] "Year 2000 compliant", means, with respect to in-formation technology, that in the Year 2000, the information technology A) will perform all func-tions described in the accompanying product speci-fications and documentation related to the product's handling of calendar dates, although some applica-tions may function in a different manner (to be identified to the purchaser at or prior to delivery) when date data spans both a 19xx and a 20xx year date format, configuration or representation; (B) will not cease to operate or function; (C) will provide correct results, free of material errors, with reference to input, processing and output of date data, refer-encing either the period from 1900 through 1999 or the period from 2000 through 2099, to the extent that interfacing information technology properly exchanges date data with the information technol-ogy being acquired hereunder; (D) will maintain ex-isting date interfaces with other information tech-nology, unless otherwise noted in writing at or prior to delivery; and (E) when processing date data, will include internal system date data century recogni-tion, functions which perform calculations using same century date values, and recognition of the Year 2000 as a leap year. Avaya warrants that with regard to Avaya BCS products, each hardware, software, and firmware product delivered hereunder ("Products"), in the Year 2000, (A) shall perform all functions described in the accompanying Product specifications and documentation related to prod-ucts' handling of calendar dates, although some ap-plications may function in a different manner (to be identified to the purchaser at or prior to delivery) when date data spans both a 19xx and a 20xx year date format, configuration or representation; (B) shall not cease to operate or function; (C) shall pro-vide correct results, free of material errors, with ref-erence to input, processing and output of date data, referencing either the period from 1900 through 1999 or the period from 2000 through 2099, to the extent that interfacing information technology properly exchanges date data with Products; (D) shall maintain existing date interfaces with other information technology, unless otherwise noted in writing at or prior to delivery; and (E) when proc-essing date data, will include internal system date data century recognition, functions which perform calculations using same century date values, and recognition of the Year 2000 as a leap year. If the contract requires that specifically identified or listed Products must perform as a system in accordance with the foregoing warranty, then that warranty shall apply to those Products as a system. The duration of the this warranty and the remedies available un-der this warranty shall include repair or replacement of any Product whose non-compliance is discovered or made known to the Contractor in writing within ninety (90) days after acceptance (installation is con-sidered acceptance). The Contractor may offer an extended warranty to the Government to include repair or replacement of any Product whose non-compliance is discovered and made known to the Contractor in writing at any time prior to June 1, 2000, or for a period of 6 months following accep-tance (installation is considered acceptance) which-ever is later. Nothing in this warranty shall be con-strued to limit any rights or remedies the Govern-ment may otherwise have under this contract with respect to defects other than Year 2000 perform-ance. 21. Blanket Purchase Agreements (BPAs) Federal Acquisition Regulation (FAR) 13.201(a) defines Blanket Purchase Agreements (BPAs) as "...a simplified method of filling anticipated repetitive needs for supplies or services by establishing 'charge accounts' with qualified sources of supply." The use of Blanket Purchase Agreements under the Federal Supply Schedule Program is authorized in accor-dance with FAR 13.202(c) (3), which reads, in part, as follows: "BPAs may be established with Federal Supply Schedule Contractors, if not inconsistent with the terms of the applicable schedule contract." Federal Supply Schedule contracts contain BPA provisions to enable schedule users to maximize their administrative and purchasing savings. This feature permits schedule users to set up "accounts" with Schedule Contractors to fill recurring require-ments. These accounts establish a period for the BPA and generally address issues such as the fre-quency of ordering and invoicing, authorized callers, discounts, delivery locations and times. Agencies may qualify for the best quantity/volume discounts available under the contract, based on the potential volume of business that may be generated through such an agreement, regardless of the size of the in-dividual orders. In addition, agencies may be able to secure a discount higher than that available in the contract based on the aggregate volume of business possible under a BPA. Finally, Contractors may be open to a progressive type of discounting where the discount would increase once the sales accumulated under the BPA reach certain prescribed levels. Use of a BPA may be particularly useful with the new Maximum Order feature. See the Suggested For-mat, contained in this Schedule Pricelist, for cus-tomers to consider when using this purchasing tool. 22. Contractor Team Arrangements Federal Supply Schedule Contractors may use "Con-tractor Team Arrangements" (see FAR 9.6) to pro-vide solutions when responding to a customer agency requirements. The policy and procedures outlined in this part will provide more flexibility and allow innovative acquisition methods when using the Federal Supply Schedules. See the additional information regarding Contractor Team Arrange-ments in this Schedule Pricelist. 23. Incidental , Non-Schedule Items The purchase of incidental, non-schedule items be-ing acquired in the same procurement is allowable so long as the cost of non-schedule item(s) is small/insignificant compared to the total cost of the procurement. Incidental support/material charges will be provided on a quote-by quote basis. 24. Travel Expense Reimbursement Costs for transportation and per diem (lodging, meals and incidental expenses) are directly reim-bursable by the Ordering Agency in accordance with the federal travel regulations (FAR 31.205-46). Not-to-exceed amounts will be negotiated with the agency prior to the acceptance of delivery order. Mileage for local-travel shall be reimbursed in ac-cordance with the federal travel regulations or the joint travel regulations, as applicable. 25. Responsibilities of the Govern-ment As determined by the Ordering Agency, the contrac-tor shall have reasonable access to: (a) Government publications; archival materials; videotape, film, photo, and graphic art respon-sibilities; and government employees as is nec-essary and appropriate to satisfy the contrac-tor's information requirements in completing project work. (b) Managers and employees within agencies where work is being performed that are essen-tial to carrying out contractual obligations; sub-ject matter experts to advise and assist the con-tractor with respect to technical aspects of op-erating systems selected for improvement; and physical support for carrying out work, such as room space, utility services drawn from exist-ing sources, currently available instructional equipment such as computer terminals and audiovisual display devices when such use does not conflict with the organization's operational schedule. (c) Technical reference material not subject to Pri vacy Act restrictions. (d) In addition, the ordering agency shall provide general site preparation, as agreed to in the Task Order, necessary to perform the requisite Services. 26. Effective Date of Orders Any order issued during the effective period of this contract and not completed within that period shall be completed by Avaya within the time specified in the order or provided Avaya shall not be required to make any deliveries under this contract after 30 days following contract expiration. The contract shall govern Avaya' and Ordering Agency's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period 27. Licensing Fees Licensing fees may be offered to the Ordering Agency, but they are to be negotiated separately out-side the scope of this contract. 28. Security Requirements In the event security requirements are necessary, the Ordering Agency may incorporate in their task or-der(s) a security clause in accordance with current laws, regulations, and individual agency policy; how-ever, the burden of administering the security re-quirements shall be with the Ordering Agency. 29. Order Acknowledgment Avaya shall acknowledge only those orders which state "Order Acknowledgment Required". These orders shall be acknowledged within 10 days after receipt. 30. Data Universal Number System Number (DUNS) Avaya Inc. DUNS Number is as follows: 125337134 (Government Solutions) 31. Central Contractor Registration --- Database Avaya has registered with the Central Registration Database. III. Terms and Conditions Applicable to Consulting Services (Special Item 874-1) 1. PRICE AND PAYMENT - (A) Ser-vices and Deliverables will be provided at the prices and/or rates (collectively "Charges") specified in the Statement of Work. (B) Avaya will invoice and the Ordering Office shall pay according to the payment schedule set forth in the Statement of Work, Task Order or any Change Order thereto. Otherwise, invoices will be issued at any time after services are rendered. Payment is due within thirty (30) days from the invoice date in accordance with the Prompt Payment Act. Restrictive endorsements or other statements on checks accepted by Avaya will not apply. 2. USE OF THE ORDERING OFFICE'S INFORMATION - Avaya shall hold any technical or business information that the Ordering Office provide in a tangible form and marked in a manner to indicate that it is proprietary or confidential in confidence, except for any part that: (i) is rightfully obtained by Avaya free of any obligation to keep in confidence; (ii) becomes gen-erally known to the public by acts not attributable to Avaya; or (iii) is independently developed by Avaya. 3. OWNERSHIP AND USE OF DELIVERED INFORMATION - All technical and business information or software de-livered to the Ordering Office by Avaya in accor-dance with the Statement of Work, and the rights to any underlying patent, copyrights, mask work pro-tection rights and other intellectual property rights will be designated as "Delivered Information" and treated as follows: (A) The Ordering Office agree that Delivered Information owned by Avaya or its suppliers and furnished to the Ordering Office un-der this agreement shall remain the property of Avaya or the supplier, and shall: (i) be used only to install, operate or maintain the Deliverables for which it was originally furnished; (ii) not be repro-duced or copied, in whole or part, except as neces-sary for use as authorized under this Agreement or unless otherwise agreed to in writing by Avaya; (iii) not to be used to develop other software; (iv) to-gether with any other copies, be returned or de-stroyed when no longer needed or permitted for use with the Deliverables for which it was initially fur-nished; and (v) not be removed from the United States. (B) The Ordering Office shall keep Deliv-ered Information designated "confidential" or "pro-prietary" in confidence except for any part that: (i) the Ordering Office rightfully obtain free of any obligation to keep confidential; (ii) becomes gener-ally known to the public through acts not attribut-able to the Ordering Office; or (iii) the Ordering Office independently develop. 4. PERSONNEL - In recognition of the fact that Avaya may perform similar work from time to time for others, this Agreement will not prevent Avaya from performing such similar work or restrict Avaya's use of any personnel who may be provided to the Ordering Office under this Agreement. 5. RIGHTFUL EMPLOYER - Avaya acting as an independent contractor, and each of the parties, will be responsible for all management mat-ters, taxes, wages, etc., relating to its own employees. 6. ADDITIONS AND/OR CHANGES - The Ordering Office may request additions or changes in the work being performed under this Agreement. If Avaya agrees to the change, a modification to the Task Order must be confirmed in writing and signed by authorized rep-resentatives of both parties. For any such addition or change, Avaya shall be entitled to adjust the time of performance and the Charge for the work to be performed under this Agreement. If the Ordering Office delay matters in the course of the work, a commensurate deferral of the due date and an ad-justment in the Charges may occur. 7. TRADENAME AND TRADEDRESS - Use of the Avaya tradename or tradedress other than for purposes specifically authorized in writing by Avaya including advertising use, is specifically prohibited. 8. WARRANTY - (A) Unless otherwise pro-vided for in the Statement of Work, for a period of ninety (90) days from the In-Service Date, which shall be the date when Avaya advises the Ordering Office that Avaya has provided those Services and Deliverables as delineated in the Statement of Work and that those Services and Deliverables are avail-able for the Ordering Officer use, Avaya warrants that (i) the Services to be performed by Avaya shall be executed in accordance with ordinarily acceptable practices in the field to which the Services pertain and; (ii) the Deliverables shall perform in accor-dance with published specifications and any stan-dards set forth in the Statement of Work. (B) EXCEPT AS SET FORTH HEREIN OR IN A STATEMENT OF WORK, AVAYA, ITS SUBSIDIARIES AND THEIR AFFILIATES, SUBCONTRACTORS AND SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 9. SOFTWARE LICENSE: (A) Avaya grants the Ordering Office a personal, non-transferable and non-exclusive right to use, in object code form, all software and related documentation furnished under this Agreement. Title to and own-ership of all software shall remain with Avaya or its suppliers. This grant shall be limited to use with the equipment for which the software was obtained or, in the alternative, on equipment which the parties may mutually agree in writing, or on a temporary basis, on back-up equipment when the original equipment is inoperable. Use of software on multi-ple processors is prohibited unless otherwise agreed to in writing by Avaya. The Ordering Office will refrain from taking any steps, such as reverse as-sembly or reverse compilation, to derive a source code equivalent of the software or to develop other software. The Ordering Office will use the Order-ing Officer best efforts to ensure that the Ordering Officer employees and users of all software licensed under this Agreement comply with these terms and conditions. (B) The Ordering Office may make a single archive copy of software. Any such copy must contain the same copyright notice and proprie-tary markings that the original software contains. Use of software on any equipment other than that for which it was obtained, removal of software from the United States, or any other material breach of the software license shall immediately and automati-cally terminate this license. (C) If the terms of this Agreement differ from the terms of any license agreement packaged with software, the terms of the license agreement in the packaged software shall govern. (D) If the equipment purchased hereunder is sold or assigned to another party, Avaya requires that the new owner or assignee execute a new soft-ware license and pay the then current software li-cense fee, if any. Upon written request, Avaya will grant the new owner or assignee of the equipment the right to use any related software, provided the new owner or assignee agrees, in writing, to Avaya's terms and conditions and pays Avaya's then current software license fee. If the new owner or assignee of the equipment refuses to execute a new software license agreement or pay the applicable software license fee, or if the equipment is no longer to be used by the Ordering Office, the Ordering Office shall either return the software, together with any copies, or destroy the software and all copies, and provide Avaya with prompt written notice of such destruction. 10. EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITY - Except as otherwise provided by an express or im-plied warranty, Avaya will not be liable to the Gov-ernment for consequential, special, indirect or inci-dental damages including, but not limited to lost profits , resulting from any defect or deficiencies in accepted items. 11. EXCUSABLE DELAY Avaya shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of Avaya and without its fault or negligence such as, acts of God or the public enemy, acts of the Gov-ernment in either its sovereign or contractual capac-ity, fires,f loods, epidemics, quarantine restrictions, strikes, unusually severe weather, andelays of com-mon carriers. Avaya shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence. Lucen shall also notify the Contracting Officer of the ordering agency in writing as set forth above when service is expected to be delayed. 12. SUBCONTRACTING - Avaya may subcontract work to be performed under this Agreement, but shall retain responsibility for the work. 13. THIRD PARTY PRODUCTS - AVAYA IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS LIABILITY FOR THE PERFORMANCE OR QUALITY OF THIRD PARTY SERVICES OR PRODUCTS THAT THE ORDERING OFFICE ACQUIRE AND/OR INSTALL WITHOUT AVAYA'S PRIOR CONCURRENCE, AND THEIR FAILURE WILL NOT AFFECT THE ORDERING OFFICER OBLIGATION TO AVAYA. Any claim that the Ordering Office may have in connec-tion with the Third Party services or products and any remedies for such claim will be against the sup-plier(s) of such Third Party products or services. 14. TITLE/RISK OF LOSS - Avaya shall bear the risk of loss of, or damage to, Deliverables provided hereunder while in transit to the Ordering Officer premises. Risk of loss for Deliverables shall pass to the Ordering Office at the time of de-livery. Title shall transfer at acceptance. IV. Other Information 1. How to Obtain Copies of the Schedule Copies of this Authorized Schedule Pricelist may be obtained by calling 1-888-GSA-1201. 2. Where to Place Orders, or Make Inquiries About Orders, Invoices or Pay-ment All orders, or inquiries about orders, invoices or payment shall be directed to the following offices: Avaya Inc. Customer Care Center 3795 Data Drive Norcross, GA 30092 Telephone: 1-800-492-6769 Facsimile: 1-800-882-1618 3. Where to Make Inquiries About Professional Services Avaya Inc. GSA Schedule Program Team 1450 G Street, N.W. Suite 500 Washington, D.C. 20005 Telephone: 1-800-GSA-1201GS-10F-0246K AVAYA INC. AVAYA INC. AVAYA INC. o/ /b/ 874-1 CONSULTING SERVICES