Federal Supply Schedule GS35F0246L

Authorized Information Technology Schedule Pricelist

AUTHORIZED

INFORMATION TECHNOLOGY SCHEDULE PRICELIST

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT, SOFTWARE AND SERVICES

SIN 132-8 PURCHASE OF EQUIPMENT

FSC CLASS 7042 - MINI AND MICRO COMPUTER CONTROL DEVICES

Telephone Answering and Voice Messaging Systems Special Physical, Visual, Speech, and Hearing Aid Equipment

FSC CLASS 5805 - TELEPHONE AND TELEGRAPH EQUIPMENT

Telephone Equipment Special Physical, Visual, Speech, and Hearing Aid Equipment

Note: Installation must be incidental to, in conjunction with and in direct support of the products sold under SIN 132-8 of this contract and cannot be purchased separately. If the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act apply. In applying the Davis-Bacon Act, ordering activities are required to incorporate wage rate determinations into orders, as applicable.

SIN 132-12 - MAINTENANCE OF EQUIPMENT, REPAIR SERVICE, AND REPAIR PARTS/SPARE PARTS

FPDS CODE J058 - MAINTENANCE AND REPAIR OF COMMUNICATIONS EQUIPMENT

SIN 132-33 PERPETUAL SOFTWARE LICENSES

FSC CLASS 7030 – ADP SOFTWARE

Microcomputers

NOTE: Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item’s interfaces may be identified as interoperable on the basis of 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.

SIN 132-34 MAINTENANCE OF SOFTWARE AS A SERVICE

FPDS CODE J070 - MAINTENANCE AND REPAIR OF ADP EQUIPMENT AND SUPPLIES

SIN 132-50 TRAINING COURSES

FPDS CODE U012 – INFORMATION TRAINING

Contractor:

Intervoice, Inc.

17811 Waterview Parkway Dallas, Texas 75252-8027

(972) 454-8000 www.intervoice.com

Contract Number: GS-35F-0246L

Period Covered By Contract: February 20, 2006 through August 18, 2011 Pricelist current through Modification #PS-0017, dated February 20, 2011

General Services Administration

Federal Acquisition Service

Products and ordering information in this Authorized FAS Information Technology Schedule Pricelist are also available on the GSA Advantage! System. Agencies can browse GSA Advantage! by accessing the Federal

Acquisition Service’s Home Page via the Internet at http://www.fss.gsa.gov/.

TABLE OF CONTENTS

INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF GENERAL PURPOSE COMMERCIAL

INFORMATION TECHNOLOGY NEW EQUIPMENT (SPECIAL ITEM NUMBER 132-8)

TERMS AND CONDITIONS APPLICABLE TO MAINTENANCE, REPAIR SERVICE AND REPAIR

PARTS/SPARE PARTS FOR GOVERNMENT-OWNED GENERAL PURPOSE COMMERCIAL INFORMATION

TECHNOLOGY EQUIPMENT, RADIO/TELEPHONE EQUIPMENT, (AFTER EXPIRATION OF

GUARANTEE/WARRANTY PROVISIONS AND/OR WHEN REQUIRED SERVICE IS NOT COVERED BY

GUARANTEE/WARRANTY PROVISIONS) AND FOR LEASED EQUIPMENT (SPECIAL ITEM NUMBER 132- 12)

TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132- 32), PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-33) AND MAINTENANCE AS A

SERVICE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE COMMERCIAL INFORMATION

TECHNOLOGY SOFTWARE

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TRAINING COURSES FOR GENERAL

PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE (SPECIAL ITEM

NUMBER 132-50)

USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT PROGRAMS

CONTRACT MODIFICATIONS

This Schedule Contract Pricelist includes

Modifications through Number PS-0017, effective 02/20/11.

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INFORMATION FOR ORDERING ACTIVITIES

APPLICABLE TO ALL SPECIAL ITEM NUMBERS

SPECIAL NOTICE TO AGENCIES

Small Business Participation

SBA strongly supports the participation of small business concerns in the Federal Acquisition Service. To enhance Small Business Participation SBA policy allows agencies to include in their procurement base and goals, the dollar value of orders expected to be placed against the Federal Supply Schedules, and to report accomplishments against these goals.

For orders exceeding the micro-purchase threshold, FAR 8.404 requires agencies to consider the catalogs/pricelists of at least three schedule contractors or consider reasonably available information by using the GSA Advantage! on-line shopping service (www.fss.gsa.gov). The catalogs/pricelists, GSA Advantage! and the Federal Acquisition Service Home Page (www.fss.gsa.gov) contain information on a broad array of products and services offered by small business concerns.

This information should be used as a tool to assist ordering activities in meeting or exceeding established small business goals. It should also be used as a tool to assist in including small, small disadvantaged, and women-owned small businesses among those considered when selecting pricelists for a best value determination.

For orders exceeding the micro-purchase threshold, customers are to give preference to small business concerns when two or more items at the same delivered price will satisfy their requirement.

1. 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.

The Geographic Scope of Contract will be domestic delivery only.

2. CONTRACTOR ORDERING ADDRESS AND PAYMENT INFORMATION:

a. ORDERING ADDRESS.

INTERVOICE, INC.

17811 WATERVIEW PARKWAY

DALLAS, TEXAS 75252

Or

STAN NAQVI

1905 WESTFIELD STREET

ALEXANDRIA, VA. 22308

b. PAYMENT ADDRESS.

INTERVOICE, INC.

P.O. BOX 840608

DALLAS, TX 75284

c. GOVERNMENT CREDIT CARDS. Contractors are required to accept credit cards for payments equal to or less than the micro-purchase threshold for oral or written delivery orders. Credit cards will be

GS-35F-0246L www.intervoice.com Page 2 acceptable for payment above the micro-purchase threshold. In addition, bank account information for wire transfer will be printed on the invoice.

d. TECHNICAL AND/OR ORDERING ASSISTANCE. The following telephone number(s) that can be used by ordering activities to obtain technical and/or ordering assistance:

Technical Assistance ............... (800) 955-4688 Ordering Assistance ................ (972) 454-8523

3. 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.

RECOVERY. In each instance in which the Ordering activity seeks to recover damages from Contractor regardless of the legal theory upon which the Ordering activity's claim is based (whether contract, tort, strict liability or some other theory), Contractor will only be liable for (1) bodily injury (including death) and damage to real property and tangible personal property which Contractor is legally prohibited from disclaiming or limiting and

(2) the amount of any other direct actual loss or damage arising from Contractor's performance or nonperformance under this Agreement, up to $100,000 ($25,000 for Software). Under no circumstances will Contractor be liable for losses or damages resulting from (i) third party claims against the Ordering activity or claims by the Ordering activity based on third party claims (other than those referred to in Item 1 of this Section or Section 6), (ii) loss of stored, transmitted or recorded data, (iii) CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), INCIDENTAL DAMAGES OR PUNITIVE DAMAGES, EVEN IF CONTRACTOR IS INFORMED OF THEIR POSSIBILITY or (iv) delays in delivery or by any event which is beyond Contractor's control. This Section sets forth the maximum collective responsibility of Contractor, its suppliers, subcontractors and other agents and all such parties are intended beneficiaries of this Section. THE LIMITATIONS SET FORTH IN THIS

PARAGRAPH SHALL GOVERN EVERY PURCHASE ORDER PLACED UNDER THIS AGREEMENT, AND ANY

AND ALL CLAIMS THAT MAY ARISE IN CONNECTION WITH THIS AGREEMENT.

4. STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF STANDARD FORM

279:

a. Information for Field Buying Offices to Complete Standard Form 279, Federal Procurement Data System

(FPDS) Individual Contract Action Report.

Block 9: G (Order/Modification Under Federal Schedule).

Block 16: Data Universal Numbering System (DUNS) number is 11-743-9273.

Block 30: Type of Contractor is (B) Other Small Business.

Block 31: Woman-Owned Small Business (No).

Block 37: Contractor's Taxpayer Identification Number (TIN) is 75-1927578.

Block 40: Veteran Owned Small Business (VOSB): No

b. CAGE CODE: 0TSL4

c. Contractor has registered with the Central Contractor Registration Database.

5. F.O.B. POINT:

a. Destination for the 48 contiguous states and the District of Columbia.

b. Point of Exportation for all other overseas locations. In place of a delivery/installation date for equipment, a shipping date shall be specified on the order. The Contractor shall pay for shipment to a CONUS APO/FPO. At the option of the Ordering activity, F.O.B. will be Point of Origin, with freight prepaid and

GS-35F-0246L www.intervoice.com Page 3 invoiced. Authorization for all shipping, export, and other charges must be included on the Ordering activity order.

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6. DELIVERY SCHEDULE:

The following applies to current releases of standard products that do not require any configuration or other customization services.

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.

Delivery Time Special Item Number (Days ARO)

132-8 132-33

b. EXPEDITED DELIVERY. Quicker delivery times than those set forth in paragraph (a) above are available from the Contractor based on the availability of product inventory. Delivery times of 1-60 days after receipt of order (ARO) are available, as negotiated between the Ordering Office and the Contractor.

c. OVERNIGHT AND 2-DAY DELIVERY. When schedule customers require overnight or 2-day delivery, agencies are encouraged to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor provides overnight and 2-day delivery times subject to the availability of product inventory. The Contractor shall pay for shipment, with freight prepaid and invoiced. Authorization must be included on the Ordering activity order for products.

d. 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 time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

7. DISCOUNTS:

a. PROMPT PAYMENT. Prompt payment is 0%, Net 30 days from receipt of invoice or date of acceptance, whichever is later.

b. QUANTITY. None.

c. DOLLAR VOLUME. None.

d. GOVERNMENT EDUCATIONAL INSTITUTIONS. Ordering activity educational Institutions are offered the same discounts as all other ordering activity customers.

e. OTHER. None.

f. PRICES. All prices shown herein are net ordering activity prices unless otherwise indicated.

8. TRADE AGREEMENTS ACT OF 1979 (as amended):

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

9. STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING:

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Not available within the scope of this contract.

10. SMALL REQUIREMENTS:

The minimum dollar value of an order for delivery to one destination is $100.00.

11. MAXIMUM ORDER: (All dollar amounts are exclusive of any discount for prompt payment)

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

Special Item Number 132-8 - Purchase of Equipment Special Item Number 132-12 - Equipment Maintenance Special Item Number 132-33 - Perpetual Software Licenses Special Item Number 132-34 - Maintenance of Software as a Service

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

Special Item Number 132-50 - Training Courses

12. ORDERING PROCEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS.

Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR) 8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules.

a. FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement of work.

b. FAR 8.405-2 Ordering procedures for services requiring a statement of work.

13. FEDERAL INFORMATION TECHNOLOGY/ TELECOMMUNICATION STANDARDS REQUIREMENTS:

Federal departments and 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.

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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 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.

14. 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.

NOTE: Refer to FAR Part 31.205-46 Travel Costs, for allowable costs that pertain to official company business travel in regards to this contract..

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 contract or any option

GS-35F-0246L www.intervoice.com Page 7 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).

15. 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 C.1.)

16. GSA ADVANTAGE!:

The GSA Advantage! is an 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 category(ies).

Agencies can browse GSA Advantage! by accessing the Internet World Wide Web utilizing a browser (ex.:

NetScape). The Internet address is http://www.gsa.gov/.

17. PURCHASE OF OPEN MARKET ITEMS:

NOTE: Open Market Items are also known as incidental items, non-contract items, non-Schedule items, and items not on a Federal Supply Schedule contract.

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.

18. 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, any of the following included in any purchase order, scope of work, or specification associated with any such order:

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

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(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 which result in orders under this schedule contract.

(3) Any representations and/or warranties concerning the products.

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

c. The terms and conditions in this Price List shall prevail over any and all inconsistent terms in this

Solicitation, including but not limited to Contract Clauses C.1(a) Inspection Acceptance; C.1(f) Excusable Delay; C.1(h) Patent Indemnity; C.1(o) Warranty; C.1(p) Limitation of Liability; C.13 Commercial Delivery Schedule; C.32 Warranty Multiple Award Schedule; C.33 Year 2000 Warranty.

d. The Electronic Data Interchange provisions of this Solicitation will apply if and when Contractor and the

Ordering activity enter into an Electronic Data Interchange Agreement.

19. OVERSEAS ACTIVITIES:

Not applicable. Outside the scope of this contract.

20. 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).

21. 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, Contractor’s Reports of Sales and 552.238-76, Industrial Funding Fee, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract.

22. 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 received 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 applies.

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, deinstallation, and reinstallation services under SIN 132-8.

23. SECTION 508 COMPLIANCE:

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

www.intervoice.com

24. 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.

25. 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 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.

26. 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 on the basis of 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 gov.

27. 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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TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY NEW EQUIPMENT (SPECIAL ITEM

NUMBER 132-8)

1. MATERIAL AND WORKMANSHIP:

NEW MATERIALS. Within the scope of this contract, “newly manufactured equipment” means newly assembled equipment which may contain some reprocessed components that meet new component test standards, and comply with product performance and reliability specifications (FAR 11.001).

2. ORDER:

Written orders, credit card orders, and orders placed under blanket purchase agreements (BPA) 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.

3. TRANSPORTATION OF EQUIPMENT:

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

4. INSTALLATION AND TECHNICAL SERVICES:

a. INSTALLATION. When the equipment provided under this contract is not normally self-installable, the

Contractor's 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. The charges for such services are listed in the price schedule.

b. 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 received 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 applies.

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, deinstallation, and reinstallation services under SIN 132-8.

c. OPERATING AND MAINTENANCE MANUALS. The Contractor shall furnish the ordering activity with one (1) copy of all operating and maintenance manuals relating to the equipment being installed/purchased that is normally provided commercially at no charge.

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5. 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. Notwithstanding any provision of this Agreement, items shall be deemed accepted within thirty (30) days of delivery unless the ordering activity provides written notice of specific and material nonconformities within such thirty (30) day period.

6. WARRANTY:

a. The Contractor’s standard commercial warranty set forth below will apply to this contract.

WARRANTY. The System and Software is warranted free from defects in design, material and workmanship for 12 months after the date of shipment. Contractor's warranty is contingent upon proper use and application of the System and Software in accordance with Functional Specifications and does not cover repair or replacement caused by: (i) failure to provide a suitable environment prescribed by Contractor; (ii) neglect, accident, disaster (including water, wind and lightning), transportation or vandalism; (iii) alterations or modifications which are not approved by Contractor; (iv) attachments, machines or accessories not provided by or approved by Contractor; or (v) maintenance or repair not performed by Contractor.

Contractor shall, at its option, repair or replace any defective System or Software reported to Contractor during the warranty period. The ordering activity acknowledges that Contractor has not made any representation or warranty (regarding the products and services which are the subject of this Agreement) which is not expressly set forth herein. EXCEPT AS SET FORTH HEREIN, CONTRACTOR DISCLAIMS

ANY WARRANTY WITH RESPECT TO THE MERCHANTABILITY, DESIGN, CONDITION, DURABILITY,

PERFORMANCE, QUALITY, CAPACITY OR FITNESS FOR A PARTICULAR PURPOSE OF SUCH

SERVICES OR PRODUCTS. The ordering activity acknowledges and agrees that the pricing of the products and services which are the subject of this Agreement reflects the intent of the parties to limit Contractor's liability as provided herein. Accordingly, the ordering activity agrees to assume the responsibility of insuring against or otherwise bearing the risk of greater damages.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. Intervoice, Inc. will indemnify, hold harmless and defend the ordering activity at its own expense against any claim that any System or Software as provided by Intervoice, Inc. hereunder, exclusive of Software programs specifically developed pursuant to Functional Specifications for applications identified by the ordering activity, infringes any United States copyright, patent or trade secret; provided that the ordering activity promptly notifies Intervoice, Inc. of any such claim after receiving service of process, provides all reasonable assistance to Intervoice, Inc. and allows Intervoice, Inc. to control any resulting litigation and/or settlement negotiations. Intervoice, Inc. shall have no obligation with respect to any such claim of infringement based upon the ordering activity’s modification of any System or Software or their combination, operation or use with apparatus, data or computer programs not furnished by Intervoice, Inc.. If a claim of infringement described in this paragraph does occur, or in Intervoice, Inc.'s opinion is likely to occur, the ordering activity will permit Intervoice, Inc., at its option and expense, (i) to modify the System or Software so that it is no longer infringing while performing substantially the same function, (ii) to obtain for the ordering activity the right to continue using the System or Software, or (iii) if (i) and (ii) are not reasonably procurable, require the ordering activity to return the System or Software in exchange for a refund of its purchase price less depreciation based upon a straight-line five

(5) year basis. The ordering activity will indemnify, hold harmless and defend Intervoice, Inc. at its own expense against any claim of copyright infringement based on a specification or script provided to Intervoice, Inc. by the ordering activity.

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b. If inspection and repair of defective equipment under this warranty will be performed at the Contractor's plant, the address is as follows:

INTERVOICE, INC.

17811 Waterview Pkwy.

Dallas Texas, 75252

INTERVOICE, INC.

701 International Pkwy.

4th floor Heathrow, Florida 32746-5006

7. 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.

8. RESPONSIBILITIES OF THE CONTRACTOR:

The Contractor 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.

9. 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 FPMR 41 CFR part 101-46.

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TERMS AND CONDITIONS APPLICABLE TO MAINTENANCE, REPAIR

SERVICE AND REPAIR PARTS/SPARE PARTS FOR GOVERNMENT-OWNED

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT, RADIO/TELEPHONE EQUIPMENT, (AFTER EXPIRATION OF GUARANTEE/WARRANTY

PROVISIONS AND/OR WHEN REQUIRED SERVICE IS NOT COVERED BY GUARANTEE/WARRANTY

PROVISIONS) AND FOR LEASED EQUIPMENT (SPECIAL ITEM NUMBER 132-12)

1. SERVICE AREAS:

a. The maintenance rates listed herein are applicable to any ordering activity location within the contiguous

48 States and the District of Columbia. If any additional charge is to apply because of the greater distance from the Contractor's service locations, the mileage rate or other distance factor shall be stated in paragraph 8.d of this Special Item Number 132-12.

b. When maintenance cannot be performed at the ordering activity installation site, the maintenance will be performed at the Contractor's plant(s) listed below:

Intervoice, Inc 17811 Waterview Pkwy.

Dallas Texas, 75252

Intervoice, Inc.

701 International Pkwy, 4th floor Heathrow, Florida 32746-5006

2. ANNUAL REALCARE MAINTENANCE ORDER:

Contractor offers annual RealCare maintenance contracts (Maintenance Order/Maintenance Service) and warranty support for the equipment listed in the pricelist.

Annual RealCare maintenance services may only be purchased for an entire System, including all equipment, software and features associated with the System. If the ordering activity does purchase RealCare services for a System, it may also, as an additional option, purchase SSP services for the entire System.

a. Agencies may use written orders, credit card orders, or BPAs, for ordering maintenance under this contract. The Contractor shall confirm orders within fifteen (15) calendar days from the date of receipt, except that confirmation of orders shall be considered automatic for renewals for maintenance (Special Item Number 132-12). Automatic acceptance of order renewals for maintenance service shall apply for machines which may have been discontinued from use for temporary periods of time not longer than 120 calendar days subject to paragraph 5, Scope, below. If the order is not confirmed by the Contractor as prescribed by this paragraph, the order shall be considered to be confirmed by the Contractor.

b. The Contractor shall honor orders for maintenance for the duration of the contract period or a lesser period of time, for the equipment shown in the pricelist. Maintenance service shall commence on a mutually agreed upon date, which will be written into the maintenance order. Maintenance orders shall not be made effective before the expiration of any applicable maintenance and parts guarantee/warranty period associated with the purchase of equipment. Orders for maintenance service shall not extend beyond the end of the contract period.

c. Maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice, or shorter notice when agreed to by the Contractor; such notice to become effective thirty (30) calendar days from the date on the notification. However, the ordering activity may extend the original discontinuance date upon written notice to the Contractor, provided that such notice is furnished at least ten (10) calendar days prior to the original discontinuance date.

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d. ANNUAL FUNDING. When annually appropriated funds are cited on a maintenance order, the period of maintenance shall automatically expire on September 30th of the contract period, or at the end of the contract period, whichever occurs first. Renewal of a maintenance order citing the new appropriation shall be required, if maintenance is to continue during any remainder of the contract period.

e. 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.

f. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of maintenance service, if maintenance is to be terminated at that time. Orders for continued maintenance will be required if maintenance is to be continued during the subsequent period.

3. REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS:

Not applicable. Outside the scope of this contract.

4. LOSS OR DAMAGE:

When the Contractor removes equipment to his establishment for repairs, the Contractor shall be responsible for any damage or loss, from the time the equipment is removed from the ordering activity's installation, until the equipment is returned to such installation.

5. SCOPE:

a. The Contractor shall provide maintenance for all equipment listed herein, as requested by the ordering activity during the contract term.

b. Equipment placed under an annual RealCare maintenance contract shall be in good operating condition.

(1) In order to determine that the equipment is in good operating condition, the equipment shall be subject to inspection by the Contractor, without charge to the ordering activity.

(2) Costs of any repairs performed for the purpose of placing the equipment in good operating condition shall be borne by the Contractor, if the equipment was under the Contractor's guarantee/warranty or maintenance responsibility prior to the effective date of the maintenance order and Contractor would have been responsible for the repair under the applicable warranty or maintenance contract.

(3) If the equipment was not under the Contractor's responsibility, the costs necessary to place the equipment in proper operating condition are to be borne by the ordering activity, in accordance with the provisions of Special Item Number 132-12 (or outside the scope of this contract).

6. RESPONSIBILITIES OF THE ORDERING ACTIVITY:

a. Ordering activity personnel shall not perform maintenance or attempt repairs to equipment while such equipment is under the purview of a maintenance order, unless agreed to by the Contractor.

b. Subject to security regulations, the ordering activity shall permit access to the equipment which is to be maintained or repaired. The ordering activity shall, at no charge to Contractor, provide Contractor access to and use of any equipment and peripheral devices in support thereof which, in the opinion of Contractor service personnel, are reasonably necessary to enable the performance of the remedial maintenance services described in this Agreement. The ordering activity shall be responsible for the procurement, installation and maintenance of all non-Contractor communications media, including but not limited to, telephone equipment used for the remote transmission of data and computer access. Expenses for such communications media used in connection with the performance of the maintenance services provided

GS-35F-0246L www.intervoice.com Page 15 under this Agreement shall be borne by ordering activity. The ordering activity shall maintain diagnostic media supplied by Contractor and be responsible for providing diagnostic support of maintenance to the System(s) in accordance with the procedures and instructions provided to the ordering activity by Contractor. The ordering activity shall, at Contractor 's request, record such operating information and maintain such usage records as may be specified by Contractor.

7. RESPONSIBILITIES OF THE CONTRACTOR:

In order to facilitate the maintenance services provided hereunder, Contractor may, at its discretion, make or cause to be made, modifications to any Systems covered by this Agreement. The ordering activity shall provide access during the Period of Service to the Systems to be modified upon notification from Contractor that a modification is to be made.

8. ANNUAL REALCARE MAINTENANCE CONTRACT PROVISIONS:

a. The Contractor shall bear all costs of maintenance, including labor, parts, and such other expenses as are necessary to keep the equipment in good operating condition, provided that the required repairs are not occasioned by fault or negligence of the ordering activity.

Contractor's obligation to provide remedial services under this Agreement for the applicable monthly or annual Charges does not cover maintenance services, repair or replacement caused by: (i) failure to provide a suitable environment prescribed by Contractor; (ii) neglect, accident, disaster (including water, wind and lightening), transportation or vandalism; (iii) alterations, applications, additions or modifications to or for the System(s) and Software which are not provided by Contractor; (iv) host computers, networks, telephone switches and other applications, attachments, machines, software or accessories, and modifications or additions thereto, not provided by Contractor; (v) failure to use and operate the System(s) in accordance with the functional specifications and published operating guidelines delivered to the ordering activity (such as any site preparation guidelines and user manuals) pursuant to which the System(s) was installed and accepted; (vi) requests for remedial maintenance outside of the Period of Service; or (vii) maintenance or repair not performed or requested by Contractor. The ordering activity acknowledges that Contractor has not made any representation or warranty (regarding the maintenance services which are the subject of this Agreement) which is not expressly set forth herein. EXCEPT AS SET FORTH HEREIN, CONTRACTOR

DISCLAIMS ANY WARRANTY WITH RESPECT TO THE MERCHANTABILITY, DESIGN, CONDITION,

DURABILITY, PERFORMANCE, QUALITY, CAPACITY OR FITNESS FOR A PARTICULAR PURPOSE OF SAID SERVICES OR PARTS AND PRODUCTS PROVIDED PURSUANT TO SUCH SERVICES. The ordering activity acknowledges and agrees that the Charges and any other pricing of the services, parts and products which are the subject of this Agreement reflect the intent of the parties to limit Contractor's liability as provided herein. Accordingly, the ordering activity agrees to assume the responsibility of insuring against or otherwise bearing the risk of greater damages.

Only new or refurbished parts which are equivalent to new in performance will be used under this

Agreement. All parts and products removed for replacement by the Contractor or the ordering activity shall become the property of Contractor, and in the event any part or product is removed by any person not under the control of Contractor, such part or product shall be immediately returned to the Contractor by the ordering activity. The ordering activity agrees to pay Contractor for any removed parts and products which are not returned to Contractor in accordance with this Agreement within fifteen (15) days of their removal.

b. REGULAR HOURS. The basic monthly rate for each make and model of equipment shall entitle the ordering activity to maintenance service during the specified nine (9) hour principal period of maintenance, Monday through Friday, exclusive of holidays observed at the ordering activity location.

For the monthly and or annual charges listed on the government pricelist for the System(s) (the

"Charges") and subject to the terms and conditions of this Agreement, Contractor shall provide the ordering activity with remedial maintenance service including the diagnosis and correction of System malfunctions and failures. The Period of Service shall be 8:30 a.m. to 5:30 p.m., local time at the place of installation of the System(s), Monday through Friday. Remedies may consist of temporary procedures to be followed by the ordering activity while a permanent remedy is being sought. Remedial maintenance

GS-35F-0246L www.intervoice.com Page 16 will commence upon notice to Contractor that any System covered by this Agreement is not in good working order and will continue during the Period of Service until the System is restored to good working order.

c. AFTER HOURS. Should the ordering activity require that maintenance be performed outside of Regular

Hours, charges for such maintenance are specified below. Periods of less than one hour will be prorated to the nearest quarter hour.

The ordering activity can purchase 7x24 maintenance as specified on the pricelist.

The ordering activity agrees to pay Contractor, at the rates set forth below, for all…