2007023260_bidinquiries.pdf

Group 20070 – Books, Serials, Databases, and Library Resource Management Products

Solicitation 23260 Inquiry Responses 1

Inquiry Number

Solicitation Document

Section Number Inquiry Response

SOLICITATION 23260

1 Solicitation 23260 1

Introduction Based on our services/products, is solicitation 23260 the correct contract vehicle? If solicitation 23260 is not the appropriate vehicle, which one should we bid on? If solicitation 23260 is not the appropriate vehicle, what is the timeframe for the appropriate contract?

Refer to Solicitation (Revised 05/13/2022) Section 1.2, Scope, for details regarding the Products and services allowable under this Solicitation.

2 Solicitation 23260 1.11 Conflict of Terms

3.2.3

Authorized User Performance Obligations

3.2.6

Contractor Licensing Terms and Conditions

3.3.4

4.9 Bid Deviations

5.4

Procurement Instructions for

Authorized Users

With the understanding that this solicitation has been provided to a broad collection of Contractor’s, each with its own special products/solutions to offer, as well as different business systems and capabilities, this Contractor is identifying deviations from the requirements that simply are not applicable to the commercial off-the-shelf products that we provide, or we do not have the ability to provide with our standard business systems.

This Contractor respectfully requests that its Ordering Documents (e.g., order forms, license agreements) control regarding license terms, ownership, usage, and warranty, etc. take precedence over the terms in the Solicitation and the Appendices, except for Appendix A.

Given the commercial, off-the-shelf nature of the Products, this contractor’s own general license terms and conditions apply and we take exception to provisions regarding order of precedence and inclusion of Contractor terms, and respectfully requests that our Ordering Documents apply in the order of precedence after Appendix A. We will endeavor to point out any differences that may exist between the Ordering Documents and the Solicitation. This exception includes, but may not be limited to, the following provisions:

• Section 1.11 – Conflict of Terms – This Contractor respectfully requests that its Ordering Documents be listed as #2 in the order of precedence.

• Section 3.2.3 – Authorized User Performance Obligations – This section states, “Authorized Users and/or End Users may make all use of the Electronic Publications as is consistent with the Fair Use Provisions of United States and international copyright laws and the Bidder’s/Contractor’s terms and conditions for use of its online services, provided they do not conflict with the

OGS declines this request.

As this is a multiple award, it is the intent of OGS to have consistent terms and conditions for all awarded Contractors. Pursuant to Solicitation (Revised 05/13/2022) Section 5.4, Procurement Instructions for Authorized Users, Contractors will have the ability to introduce supplementary licensing/subscription terms and conditions or other order information to Authorized Users for review during the RFQ process or at the time of order.

The Authorized User may allow additional terms and conditions provided they do not conflict with Appendix A, the Solicitation, any resultant Contract, or Appendix B. Any conflicting terms shall be void and unenforceable.

Solicitation 23260 Inquiry Responses 2

Solicitation Document

Section Number Inquiry Response terms of Appendix A, this Solicitation or any resultant Contract, or Appendix B.”

• Section 3.2.6 – Contractor Licensing Terms and Conditions – This section states, “License terms that conflict with the terms of Appendix A, Appendix B, this Solicitation, or any resultant Contract shall not be enforceable.”

• Section 3.3.4 – Contractor Licensing Terms and Conditions – This section states, in part, “Terms that conflict with the terms of Appendix A, this Solicitation, Appendix B, or any resultant Contract shall not be enforceable.”

• Section 4.9 – Bid Deviations – This section also states, “Extraneous terms…shall not be considered part of the Bid or resulting Contract, but shall be deemed included for informational or promotional purposes only.”

This Contractor respectfully takes exception to this provision as ewe are requesting the inclusion of the Ordering Documents, which will be included with our Bid.

• Section 5.4 – Procurement Instructions for Authorized Users – In accordance with the above, we respectfully request inclusion of its Ordering Documents which will be included with our Bid, for the review/approval of NY OGS.

3 Solicitation 23260 1.2.1 Lot 1 – Printed Publications and Non-Print Library

Materials

Are print subscriptions to magazines, journals & newspapers included in this bid?

Yes. Refer to Solicitation (Revised 05/13/2022) Section 1.2.1, Lot 1 – Printed Publications and Non-Print Library Materials, for details regarding the periodical subscriptions within the scope of this Solicitation.

4 Solicitation 23260 1.4 Key Events/Dates

Before we can prepare a proposal, it is essential we have sufficient time to consider OGS’s responses to inquiries.

The contract is critically important to New York agencies, and proposers want to consider your needs carefully. To that end, we respectfully request the Submission of Bid deadline be extended at least 15 business days after OGS responds to all final inquiries.

Pursuant to Bid Solicitation Update 23260p02, dated May 6, 2022, the Bid Opening Date has been postponed to May 31, 2022.

5 Solicitation 23260 1.9 Definitions – List

Price

This Contractor respectfully takes exception to this provision as pricing is not printed on book covers. We request that the second sentence of this definition be deleted and revised as follows: “The List Price is quoted in the Publisher’s on-line catalog.”

OGS declines this request.

Solicitation 23260 Inquiry Responses 3

Solicitation Document

Section Number Inquiry Response

6 Solicitation 23260 1.9 Definitions – Term, Licensing Agreement

3.2.1

Access to Electronic Publications

3.2.3

Obligations

3.3.4

3.4.4

4.9

Bid Deviations

5.4 Procurement

Instructions for Authorized Users 6.

Modification of Contract Terms (Appendix B)

For all lots:

The main solicitation document has several clauses regarding acceptance of bidder’s terms, which we presume would include licensing and service level agreements for both our proprietary products and third party publisher products. It is unclear if these will be accepted as part of a final contract.

As part of any resulting contract, our company would like to include licenses and service level agreements for our proprietary products, as well as any third-party publisher agreements.

We have supplied applicable license and service level agreements for review for proprietary or licensed re-seller products and services.

For third-party publisher agreements, these will be made available upon purchase via the purchasing subscription management tool and can be viewed by the purchasing entity prior to purchase or will be executed by Authorized Users depending on agreement.

Can NYOGS please confirm this is acceptable?

OGS declines to make the requested change.

As this is a multiple award, it is the intent of OGS to have consistent terms and conditions for all awarded Contractors. Pursuant to Solicitation (Revised 5/13/2022) Section 5.4, Procurement Instructions for Authorized Users, Contractors will have the ability to introduce supplementary licensing/subscription terms and conditions or other order information to Authorized Users for review during the RFQ process or at the time of order.

The Authorized User may allow additional terms and conditions provided they do not conflict with Appendix A, the Solicitation, any resultant

Solicitation 23260 Inquiry Responses 4

Solicitation Document

Section Number Inquiry Response

7 Solicitation 23260 2 Bidder Qualifications

Would submitting a contract usage report from a previous NYS OGS contract meet your requirement for proof of verifiable sales?

Yes. Solicitation (Revised 05/13/2022) Section 2: Bidder Qualifications provides that Bidder may provide sales reports for an OGS Contract meeting the requirements

8 Solicitation 23260 2.1, 2.2 - Bidder Qualifications Lots 1 and 2; and 4.4(14)

Content

The solicitation requires proof of verifiable sales for each Lot. The solicitation also requires a copy of at least one governmental and/or municipal contract showing the bid’s discounts. We would like to use reports from our existing OGS contract – Award 22868 – to show verifiable sales for Lots 1 and 2. We also must use the OGS contract as an example of discounts. However, the company name we plan to put on our bid will be the parent company of the subsidiary corporation listed on our current OGS contract. The different company names may cause confusion, and we’d like advice on how to prevent that.

For example, may our bid simply include a statement/certification that the Bidder is the parent corporation of the contractor listed in the OGS agreement? Or should we point OGS to a copy or our annual audit report that lists our companies?

Please include a detailed written explanation regarding the company names on company letterhead with your bid submission. Pursuant to Solicitation (Revised 05/13/2022) Section 2: Bidder Qualifications, “Bidder shall have the burden of demonstrating to the satisfaction of Procurement Services that it can perform the work required.

Procurement Services retains the right to request any additional information pertaining to the Bidder's ability, qualifications, financial capacity, financial stability, and procedures used to accomplish all work under the resulting Contract as it deems necessary to ensure safe and satisfactory work.”

9 Solicitation 23260 2.1 Bidder Qualifications

- Lot 1 Printed Publications and Non-Print Library

Materials

2.2 Bidder Qualifications

- Lot 2 Electronic

When submitting the Sales Reports for Lot 1, 2, 3 & 4 in the required proof of sales a description of product/service sold is being requested. Do you just need to know if it is a print, electronic, database, or Library Resource Management? What type of description are you looking for?

Pursuant to Solicitation (Revised 05/13/2022) Section 2: Bidder Qualifications, “required proof of sales shall be in the form of a summary of the total sales reported, which shall include (a) the names of the National Public Entity that made the purchase, (b) the total amount of sales by purchaser, (c) the date of each sale, and (d) description of product/service sold” for each Lot.

10 Solicitation 23260 2.3 Bidder Qualifications

- Lot 3 Databases

For the qualification requirements of $250,000.00 in verifiable sales, do you want 1 total for all three lots, or does it need to be $250,000.00 for each lot.

Pursuant to Solicitation (Revised 05/13/2022) Section 2: Bidder Qualifications, verifiable sales should be provided “for Products and services within scope as detailed in” the individual lots.

11 Solicitation 23260 2.3 Bidder Qualifications

- Lot 3 Databases

Would you confirm that LOT #3 (Databases) is the appropriate LOT to submit bid since it appears the LOT titles have changed compared to the current contract/services designated as LOT 2 Database Access?

Yes, Lot 3 – Databases, is the correct Lot to submit Bids for Databases.

Solicitation 23260 Inquiry Responses 5

Solicitation Document

Section Number Inquiry Response

12 Solicitation 23260 2.3 Bidder Qualifications

- Lot 3 Databases

We're a provider of a proprietary continuous driver license monitoring service. This service allows organizations to be notified whenever any of their drivers receive a negative activity in their driving records (violation, suspension, accident). I see that the OGS currently contracts with another provider for this service. Our service is an online database product for safety/risk management purpose. Is OGS receiving solicitations for this service under Lot 3?

Refer to Solicitation (Revised 05/13/2022) Section 1.2, Scope, for details regarding the Products and services allowable under this Solicitation.

13 Solicitation 23260 2.4 Bidder Qualifications

- Lot 4 Library Resource

Management and Research Support

Products

(1) Also, Library Resource Management and Research Support is new if we have products that would fall under this new Lot # that we had reported on in the database Lot 3 tab would we remove them and insert them into this new tab/report?

(2) Can I submit our sales report that that we would have submitted for the contract reporting period which is in the NYOGS format, or are you looking for something different? Such as just a sales report with the detail and not in the NYOGS format and not what we would have submitted for reporting purposes?

(1) Pursuant to Solicitation (Revised 05/13/2022) Section 2: Bidder Qualifications, verifiable sales should be provided “for Products and services within scope as detailed in” the individual lots.

(2) Solicitation (Revised 05/13/2022) Section 2: Bidder Qualifications provides that “Bidder may provide sales reports for an OGS Contract meeting the requirements.”

14 Solicitation 23260 3.1.1 Print Books and Non- Print Library Materials Product/Performance

Requirements

Quality of binding is determined by the originating publisher source. Wholesale firms would have no control over publication production.

Bindings are to meet or exceed the requirements specified in Solicitation (Revised 05/13/2022) Section 3.1.1, Print Books and Non-Print Library Materials Product/Performance Requirements.

15 Solicitation 23260 3.1.1.1 Substitutions

Please note, as a standard rule we ship volumes as we receive them from the publishers. We can hold a shipment until all titles come in, however, if a large quantity order comes in, this may delay the shipment of the full quantity for up to several months. Can OGS confirm this is acceptable?

Yes, this is acceptable. Solicitation (Revised 05/13/2022) Section 3.1.1.1, Substitutions, has been revised accordingly for clarity.

“Contractor is expected to furnish the total number of copies of any one individual title in one shipment and to fill orders for multi-volume sets in one shipment to the extent possible; however, it is permissible to ship large volume orders from publishers in batches as they are received from the publisher.”

16 Solicitation 23260 3.1.1.3 Status Report

Please note, our company does not provide a list of unavailable products with the shipment as the shipment is composed of the books we can ship as they are available.

We can provide an estatus report that can be emailed that provides the information regarding unavailable products.

Can OGS confirm this is acceptable?

Yes, this is acceptable. Solicitation (Revised 05/13/2022) Section 3.1.1.3, Status Report, has been revised accordingly for clarity.

“Statements may be provided in either hardcopy or digital form via email.”

Solicitation 23260 Inquiry Responses 6

Solicitation Document

Section Number Inquiry Response

17 Solicitation 23260 3.1.1.3 Status Report

This Contractor respectfully requests deletion or clarification of this section, as it is not administratively feasible to include such status reports with shipments for products not ordered or part of a purchase order.

OGS declines this request. Specifying products not ordered is not a requirement of this provision.

18 Solicitation 23260 3.1.2.1.1 Orders, Renewals, and Cancellations

This Contractor respectfully takes exception to section 3.1.2.1, paragraph 1. We cannot guarantee when a subscription will begin as it is dependent on when the order is processed. We request that this paragraph 1 be deleted and replaced as follows, “Subscriptions shall begin on the date specified in Contractor’s order forms, based on date of submission by Authorized User and Contractor’s processing date.”

OGS agrees to make this change. Solicitation (Revised 05/13/2022) Section 3.1.2.1(1), Orders, Renewals, and Cancellations, has been revised accordingly.

“Subscriptions shall begin on the date specified in Contractor’s order forms, based on date of submission by Authorized User and Contractor’s processing date.”

19 Solicitation 23260 3.1.2.1.8 Orders, Renewals, and Cancellations

This Contractor respectfully requests clarification to section 3.1.2.1, paragraph 8, as subscriptions are automatically renewed until the Authorized User notifies Contractor of a change to the subscription. We can make changes at any time and for no additional charge, and respond to Authorized User’s requests regarding renewal.

Please confirm that providing, “…a list of titles to be renewed by the Contractor for the Authorized User’s approval prior to the issuance of the annual renewal invoice” is only applicable if and when the Authorized User’s makes annual request.

OGS declines to make the requested change. Pursuant to Solicitation (Revised 05/13/2022) Section 3.1.2.1(8), Orders, Renewals, and Cancellations, at the option of the Authorized User, Contractor shall provide a list of titles to be renewed by the Contractor for the Authorized User's approval prior to the issuance of the annual renewal invoice.

20 Solicitation 23260 3.2.1 Authorized User

Access to Electronic Publications

Can we as the contractor/vendor provide available publisher-provided information regarding access terms to all content and allow the ordering entity to review/decide?

As this is a multiple award, it is the intent of OGS to have consistent terms and conditions for all awarded Contractors. Pursuant to Solicitation (Revised 05/13/2022) Section 5.4, Procurement Instructions for Authorized Users, Contractors will have the ability to introduce supplementary licensing/subscription terms and conditions or other order information to Authorized Users for review during the RFQ process or at the time of order.

The Authorized User may allow additional terms and conditions provided they do not conflict with Appendix A, the Solicitation, any resultant

Solicitation 23260 Inquiry Responses 7

Solicitation Document

Section Number Inquiry Response

21 Solicitation 23260 3.2.1.3 License Scope

Terms and Conditions

Can these sections be assumed to allow a publisher-usage agreement provided by the publisher to be signed by the institution for electronic journals/packages managed by and transacted with the authorized subscription vendor?

As this is a multiple award, it is the intent of OGS to have consistent terms and conditions for all awarded Contractors. Pursuant to Solicitation (Revised 05/13/2022) Section 5.4, Procurement Instructions for Authorized Users, Contractors will have the ability to introduce supplementary licensing/subscription terms and conditions or other order information to Authorized Users for review during the RFQ process or at the time of order.

The Authorized User may allow additional terms and conditions provided they do not conflict with Appendix A, the Solicitation, any resultant

22 Solicitation 23260 3.2.1.3.b, 3.3.4, 3.4.4,

3.1 - Additional

Licensing Terms

Section 3.2.1(3)(b) makes an accommodation for the Publisher’s licensing agreement in Lot 2. Section 3.3.4 makes an accommodation for the Contractor’s licensing terms in Lot 3. Section 3.4.4 makes an accommodation for the Contractor’s licensing terms in Lot 4. However, the solicitation makes no apparent accommodation for a Contractor’s additional terms pertaining to Lot 1, Printed Publications and Non-Print Library Materials. Our company requires additional terms for these publications/materials. Therefore, we respectfully request that OGS adds, perhaps under Section 3.1, a comparable accommodation for the Contractor’s additional terms for Lot 1. If the State won’t allow a comparable accommodation, please allow us to submit extraneous terms in the bid for OGS’ consideration. Our existing OGS contract associated with Award 22868 – Books and Non- Print Library Materials and Related Ancillary Services – includes extraneous terms for Lot 1.

OGS agrees to make this change. A new section has been added to the Solicitation accordingly: Solicitation (Revised 05/13/2022) Section 3.1.3, Contractor Licensing Terms and Conditions.

“Bidders are advised to review all terms and conditions carefully, particularly the licensing terms and conditions for Printed Publications and Non-Print Library Materials. If Licensing Agreement, shrink-wrap or click wrap agreements are associated with Printed Publications and Non- Print Library Materials, it is the responsibility of the potential Bidder/Contractor to offer only those Printed Publications and Non-Print Library Materials that satisfy the license terms and conditions of the Solicitation. License terms that conflict with the terms of Appendix A, Appendix B, this Solicitation, or any resultant Contract shall not be enforceable.

Contractor must disclose any forms, “click through”, “shrink wrap” or other pass-through or licensing/subscription terms and conditions or other order information that Contractor will attach to orders or require to be completed with Authorized User purchases, during the RFQ process or prior to order. Documents which contain additional terms or conditions, such as library maintenance agreements or Licensing Agreements, must be disclosed to the Authorized User during the RFQ process or at the time of order submission and receive pre-approval by the Authorized User prior to ordering Products and services.”

Solicitation 23260 Inquiry Responses 8

Solicitation Document

Section Number Inquiry Response

23 Solicitation 23260 3.2.1 Authorized User

Access to Electronic Publications

Please note, our company sells e-books from many different aggregators and publishers direct. In order to purchase e-books from these different aggregators and publishers, customers will need to sign e-book licenses with each aggregator or publisher for each platform hosting content before the customer library's purchase order for eContent can be fulfilled. Can OGS confirm that this is acceptable?

As this is a multiple award, it is the intent of OGS to have consistent terms and conditions for all awarded Contractors. Pursuant to Solicitation (Revised 05/13/2022) Section 5.4, Procurement Instructions for Authorized Users, Contractors will have the ability to introduce supplementary licensing/subscription terms and conditions or other order information to Authorized Users for review during the RFQ process or at the time of order.

The Authorized User may allow additional terms and conditions provided they do not conflict with Appendix A, the Solicitation, any resultant Contract, or Appendix B. Any conflicting terms shall be void and unenforceable.

24 Solicitation 23260 3.2.4.1.1 Orders, Renewals, and Cancellations

This Contractor respectfully takes exception to section 3.2.4.1, paragraph 1. We cannot guarantee when a subscription will begin as it is dependent on when the order is processed. We request that this paragraph 1 be deleted and replaced as follows, “Subscriptions shall begin on the date specified in Contractor’s order forms, based on date of submission by Authorized User and Contractor’s processing date.”.

OGS agrees to make this change. Solicitation (Revised 05/13/2022) Section 3.2.4.1(1), Orders, Renewals, and Cancellations, has been revised accordingly.

“Subscriptions shall begin on the date specified in Contractor’s order forms, based on date of submission by Authorized User and Contractor’s processing date.”

25 Solicitation 23260 3.2.4.1.8 Orders, Renewals, and Cancellations

This Contractor respectfully requests clarification to section 3.2.4.1, paragraph 8, as subscriptions are automatically renewed until the Authorized User notifies Contractor of a change to the subscription. We can make changes at any time and for no additional charge, and respond to Authorized User’s requests regarding renewal.

Please confirm that providing, “…a list of titles to be renewed by the Contractor for the Authorized User’s approval prior to the issuance of the annual renewal invoice” is only applicable if and when the Authorized User’s makes annual request.

OGS declines to make the requested change. Pursuant to Solicitation (Revised 05/13/2022) Section 3.2.4.1(8), Orders, Renewals, and Cancellations, at the option of the Authorized User, Contractor shall provide a list of titles to be renewed by the Contractor for the Authorized User's approval prior to the issuance of the annual renewal invoice.

Solicitation 23260 Inquiry Responses 9

Solicitation Document

Section Number Inquiry Response

26 Solicitation 23260 3.26 Contractor Licensing

Terms and Conditions

If a vendor's Electronic Media Service requires a Service Agreement on behalf of digital content providers, do we provide the requesting Library directly with that agreement or do we also provide a draft copy within our response to this Solicitation?

As this is a multiple award, it is the intent of OGS to have consistent terms and conditions for all awarded Contractors. Pursuant to Solicitation (Revised 05/13/2022) Section 5.4, Procurement Instructions for Authorized Users, Contractors will have the ability to introduce supplementary licensing/subscription terms and conditions or other order information to Authorized Users for review during the RFQ process or at the time of order.

The Authorized User may allow additional terms and conditions provided they do not conflict with Appendix A, the Solicitation, any resultant Contract, or Appendix B. Any conflicting terms shall be void and unenforceable.

27 Solicitation 23260 3.4 Lot 4 – Library

Resource Management and Research Support

Products

Requirements

3.4.4

Terms and Conditions

This Contractor respectfully takes exception to this provision. We offer a commercial off-the-shelf product.

Our own general license terms and conditions apply to our products. We condition any final agreement upon acceptance and incorporation of our Ordering Documents and Additional Terms into any resulting Contract.

OGS declines this request. As this is a multiple award, it is the intent of OGS to have consistent terms and conditions for all awarded Contractors. Pursuant to Solicitation (Revised 05/13/2022) Section 5.4, Procurement Instructions for Authorized Users, Contractors will have the ability to introduce supplementary licensing/subscription terms and conditions or other order information to Authorized Users for review during the RFQ process or at the time of order.

The Authorized User may allow additional terms and conditions provided they do not conflict with Appendix A, the Solicitation, any resultant Contract, or Appendix B. Any conflicting terms shall be void and unenforceable.

28 Solicitation 23260 4.2 NYS Vendor File

Registration

How am I assigned a NYS vendor number? Who do I send my NYS W9 substitution form to?

Refer to Solicitation (Revised 05/13/2022) Section 4.2, Vendor File Registration.

29 Solicitation 23260 4.3 Format of Bid Submission

Please confirm, the full submission requirement is 2 copies of all required files on USB. The only hardcopy pages required are p. 1 and 2, correct? Are these hardcopy pages to be originals or copies of the original pages?

Refer to Solicitation (Revised 05/13/2022) Sections 4.4, Content and 4.5, Bid Envelopes and Packages.

Solicitation 23260 Inquiry Responses 10

Solicitation Document

Section Number Inquiry Response

30 Solicitation 23260 4.4 Retention of Original

Documents

The solicitation requires Bidders who receive awards to retain hard copies of originally signed bid documents for six years after the contract term ends. The solicitation prescribes a contract term of approximately five base years plus up to five additional option years. Therefore, the potential retention period for hard copies is up to 16 years. Our company undergoes regular corporate and nationwide staffing changes that would make retention of hard copies a growing challenge during that span of time.

Please omit the requirement to retain hard copies of signed documents. Alternatively, we would be happy to include them in our bid if OGS would like to retain them.

OGS respectfully declines this request.

31 Solicitation 23260 4.4 Content

Will you provide a link to the most current form: EEO 100, Equal Employment Opportunity Staffing Plan (PDF)?

The Commodity & Service Contracts EEO 100 – Staffing Plan may be accessed here: https://ogs.ny.gov/mwbe/forms.

32 Solicitation 23260 4.4 Content

What documents we need to provide for bidding? Refer to Solicitation (Revised 05/13/2022) Section 4.4, Content, for a list of documents required for a complete Bid submission.

33 Solicitation 23260 4.4 Content

In section 4.4 of the solicitation #14 states to include in the bid submission a copy of at least one governmental and/or municipal contract that shows the discount and/or net pricing and FOB point; or if such contracts are not available, invoices of sales to large entities or corporations with repeat business detailing the discount and/or net pricing and FOB point in accordance with section 5.1 Method of Award.

How many invoices per Lot # would be required if no Government contract is available?

Solicitation (Revised 05/13/2022) Section 4.4(14) provides that Bidder provide “invoices of sales to large entities or corporations with repeat business detailing the discount and/or net pricing and FOB point in accordance with Section 5.1, Method of Award.”

34 Solicitation 23260 4.4 Content

#1 Pages 1 & 2 of Solicitation, please confirm that there are no other required printed documents?

Refer to Solicitation (Revised 05/13/2022) Sections 4.4, Content and 4.5, Bid Envelopes and Packages.

35 Solicitation 23260 4.4 Content

Please clarify that in the event the responding company offers multiple business lines, that only one state/government or municipal contract is required with one company submission.

OGS assumes this question is regarding demonstration of reasonableness of price. Pursuant to Solicitation (Revised 05/13/2022) Section 4.4.14, Content, Bidder should provide a copy of at least one governmental and/or municipal contract (GSA, NASPO, other State, etc.)

that shows the discount and/or net pricing and FOB point; or if such contracts are not available, invoices of sales to large entities or corporations with repeat business detailing the discount and/or net pricing and FOB point in accordance with Section 5.1, Method of Award.

Bidder should provide as many governmental and/or municipal contracts as necessary to demonstrate reasonableness of price for all Products and services bid.

https://ogs.ny.gov/mwbe/forms

Solicitation 23260 Inquiry Responses 11

Solicitation Document

Section Number Inquiry Response

36 Solicitation 23260 4.4.13 Content

Under section 4.4 #13 requests that a copy of one of the price lists referenced in 5.1 be sent. Could you clarify what type of pricing list we would send for books? Would a digital (or physical) copy of our catalog which lists the Publisher's List Price as well as our discounted pricing suffice?

Refer to Solicitation (Revised 05/13/2022) Sections 5.1, Method of Award; 4.4, Content; and 4.5, Bid Envelopes and Packages.

37 Solicitation 23260 4.4.13 Content

Item 13 requests a copy of one of the pricelist types referenced in 5.1. Can this requirement be fulfilled by providing credentials to access our title website?

Information on this website is updated on a daily basis.

No, one of the pricelist types referenced Solicitation (Revised 05/13/2022) in Section 5.1, Method of Award, must be provided.

38 Solicitation 23260 4.4.14 Content

Would a cooperative contract of multiple districts be acceptable?( Such as the Texas BuyBoard) Or the State of Florida contract that piggy-backed on the NY state contract?

Yes, pursuant to Solicitation (Revised 05/13/2022) Section 4.4(14), provided that they show “the discount and/or net pricing and FOB point.”

39 Solicitation 23260 5.1 Method of Award

How are you defining National Published Pricelist? Examples of acceptable types of nationally published pricelists are specified in Solicitation (Revised 05/13/2022) Section 5.1, Method of Award.

40 Solicitation 23260 5.1 Method of Award

(1) If we were to provide you an MSLP that would be used to determine reasonable in price for the pricing we have provided in the solicitation, is this something that we would have to have posted on our website?

(2) Or, is this just used for the purpose of determining resonableness?

(3) Would you post this on the NYOGS website in addition to the Pricing document/spreadsheet for the solicitation?

(1) No, any nationally published pricelists submitted in accordance with Solicitation (Revised 05/13/2022) Section 5.1, Method of Award, will be used for evaluating reasonable prices at time of bid, and Bidder will not be required to post it to their website.

(2) Yes.

(3) No, this will not be posted on the OGS website.

41 Solicitation 23260 5.1 Method of Award

Is there a specific format for this MSLP? Refer to Solicitation (Revised 05/13/2022) Section 4.4, Content.

42 Solicitation 23260 5.1 Method of Award

In the solicitation section 5.1 it states, "“Reasonable prices” may be determined by reviewing percentage discounts and Net Prices offered to GSA, NASPO, prices on any previously awarded NYS Contract,"

(1) My question is, would our previously awarded NYOGS (award 23044 PC67660) contract be considered a previously awarded NYS contract?

(2) Would this be allowed to show reasonableness?

(1) Yes.

(2) Yes, pursuant to Solicitation (Revised 05/13/2022) Section 5.1, Method of Award.

Solicitation 23260 Inquiry Responses 12

Solicitation Document

Section Number Inquiry Response

43 Solicitation 23260 5.1 Method of Award

Section 5.1 - States, Bidder should provide copies of at least one governmental and/or municipal contract. Is this a required, or is this optional?

Pursuant to Solicitation (Revised 05/13/2022) Section 5.1, Method of Award, “[a]t the time of the Bid opening, where possible, Bidder must provide copies of at least one governmental and/or municipal contract (GSA, NASPO, other State, etc.) that shows the discount and/or net pricing and FOB point. If such contracts are not available, the Bidder shall supply invoices of sales to large entities or corporations with repeat business detailing the discount and/or net pricing and FOB point. New York State reserves the right to reject any Bidder that does not demonstrate reasonable pricing for this Solicitation.”

44 Solicitation 23260 5.1.1 Lot 1 Printed

Publications and Non-Print Library Materials Award

Methodology

Paragraph 2 describes the use of list price at the time of order. Any prices formally quoted are based on the list price at the point of quote. Purchases made without formal quote are based upon the publisher's most current list price at the point of shipment. Is this acceptable?

Yes, this is acceptable. The first two sentences of Paragraph 2 in Solicitation (Revised 05/13/2022) Sections 5.1.1, Lot 1 - Printed Publications and Non-Print Library Materials Award Methodology and 5.1.2, Lot 2 - Electronic Publications Award Methodology have been revised as follows to provide additional clarity:

“The List Prices shall be the current List Prices at time of order as published and distributed by the Publishers. Any prices formally quoted are based on the List Price at the point of quote. Purchases made without formal quote are based upon the publisher's most current List Price at the time of order placement.”

45 Solicitation 23260 5.1.1.2 Bundled Products

This Contractor respectfully takes exception to a portion of this provision as pricing is provided as a total due to the bundled deal provided to Authorized Users. We request that the last sentence of this provision be deleted and replaced as follows. “Bidder shall be required to identify all individual Products that are part of a bundle and the cumulative bundled pricing.”

OGS declines this request.

46 Solicitation 23260 5.1.3.1 Fixed Price -

Unlimited End Users and Usage

(1) Please note, a component of our pricing model includes factors additional to FTE, including but not limited to the following higher education classifications: ARL, Graduate level degrees in Business, Law and Medicine.

Please confirm this is acceptable.

(2) Also, for public libraries, we use population bands as "FTE." Please confirm this is acceptable.

(1) Yes, it is acceptable to define these higher education classifications in the tier chart of Attachment 1 – Pricing (Revised 05/13/2022).

(2) Yes, it is acceptable to use population bands to define public library tiers in the tier chart of Attachment 1 – Pricing (Revised 05/13/2022).

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47 Solicitation 23260 6.0 Terms and Conditions

Will the State accept / does the State desire a written response to this section, providing additional information on services?

OGS understands this question to pertain to a bidder’s ability to introduce additional terms and conditions. As this is a multiple award, it is the intent of OGS to have consistent terms and conditions for all awarded Contractors. Pursuant to Solicitation (Revised 05/13/2022) Section 5.4, Procurement Instructions for Authorized Users, Contractors will have the ability to introduce supplementary licensing/subscription terms and conditions or other order information to Authorized Users for review during the RFQ process or at the time of order.

The Authorized User may allow additional terms and conditions provided they do not conflict with Appendix A, the Solicitation, any resultant Contract, or Appendix B. Any conflicting terms shall be void and unenforceable.

48 Solicitation 23260 6.4 Price Updates

Contractor may update their pricelist as follows:

Commencing with the first anniversary date of the Bid opening, and annually thereafter, the Contractor may update the pricelist to reflect Contractor price changes and the addition/deletion of Products and services.

The Contractor shall provide OGS with one electronic copy of the updated pricing. No Price Updates will be granted to any Contractor who has outstanding Sales Reports, Proof of Insurance or any other documentation that is required under the resulting Contract.

Contractors shall be permitted to reduce their pricing any time during the contract term.

Any new Products and services added to pricelists shall have a discount structure consistent with existing Products and services on the Contractor’s pricelist that are comparable in scope and quantity. Contractors shall submit their updated pricelist to the OGS Procurement Services contract administrator pursuant to the requirements of this section for review and written approval prior to issuing to Authorized Users or posting to the Contractor’s dedicated New York State website. The State reserves the right to request copies of existing contracts or pricelists to ensure that the prices offered to the State are reasonable and commensurate with similar purchasers.

All approved pricelist updates shall apply prospectively upon approval by OGS. Total price increases for pricelist updates in a single year of the Contract shall not exceed

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Section Number Inquiry Response the escalation cap as set forth in the Maximum Price Increase/Escalation Cap subdivision, below. All percentage discounts shall either remain firm (unchanged) or they may increase for the duration of the Contract.

If new Products and services are to be added, the Contractor must demonstrate that the Products and services meet the scope as defined in Section 1.2, Scope, and that Products and services will be delivered at a reasonable price as determined by OGS Procurement Services. “Reasonable prices” may be determined by reviewing percentage discounts and Net Prices currently offered to GSA, NASPO, prices on any previously awarded NYS Contract, pricing offered by other Contractors, contracts with other state or government entities, etc.

Discount(s) on the Products and services must be equal to or better than those currently offered on Products and services similar in scope.

49 Solicitation 23260 6.5 Best Pricing Offer

During the Contract term, if the Commissioner becomes aware that the Contractor is selling substantially the same or similar or a smaller quantity and nature of the same a Product to other similarly situated Customers outside of this Contract upon the same or similar terms and conditions as that of this Contract at a lower price to a federal, state or local governmental entity, the price under this Contract, after consultation with the Contractor, may be reduced to a lower price on a prospective basis at the discretion of the Commissioner.

The Commissioner reserves the right to request information to verify pricing for the purposes of this clause.

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50 Solicitation 23260 6.5 Best Pricing Offer

This Contractor respectfully requests that this provision be deleted or modified. It is not feasible to compare similarly situated customers, as we have thousands of unique customers, each with their own risk profile and requirements. Unless this Contractor’s Additional Terms are accepted, the State/Authorized Users would not be considered similarly situated customers as the unique terms of the Solicitation require several reports and manual processes that have a material operational and financial impact to this Contractor and are not applicable to any other customers. Therefore, it is not commercially reasonable to ask contractors to comply with a clause that fails to take into account the wide range of clients, terms and conditions, differing federal, state and local government requirements, and the administrative burden of compliance.

OGS declines this request.

51 Solicitation 23260 6.6 Price Structure

If, during the Contract Term, the Contractor is unable or unwilling to meet contractual requirements in whole or in part based on the price structure of the Contract, it shall immediately notify the Office of General Services, Procurement Services in writing. Such notification shall not relieve the Contractor of its responsibilities under the Contract. The State may, but is not required to, consider an equitable adjustment in the Contract terms and/or pricing in the circumstances outlined in Appendix B, Savings/Force Majeure.

Should the Commissioner in his or her sole discretion determine during the Contract Term that (i) the Contract price structure is unworkable, detrimental, or injurious to the State, or (ii) the Contract price structure results in prices which are unreasonable, excessive, or not truly reflective of current market conditions, and no adjustment in the Contract terms and/or pricing is mutually agreeable, the State may terminate the Contract upon 10 Business Days written notice mailed to the Contractor, however, all goods delivered and not returned its original packaging, must be paid for by the purchaser.

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52 Solicitation 23260 6.9 Purchasing Card

Orders

Please clarify that purchasing cards are a mandatory payment method.

Pursuant to Solicitation (Revised 05/13/2022) Section 6.9, Purchasing Card Orders, acceptance of the State’s Purchasing Card is not mandatory. Please also refer to Attachment 5 – Bidder Information Questionnaire question 23.

53 Solicitation 23260 6.11 Invoicing and

Payment

The solicitation indicates that invoices “must include detailed line-item information to allow Authorized Users to verify that pricing at point of receipt matches the Contract price on the original date of order. The solicitation then goes on to provide an extensive list of minimum invoice requirements.

With the understanding that this solicitation has been provided to a broad collection of Contractor’s, each with its own special invoicing abilities, can OGS please confirm this Contractor’s understanding that it is sufficient for Contractors to indicate to OGS the extent to which they can satisfy the invoicing requirements outlined in the solicitation?

In the alternative, will NY OGS allow vendors who have existing statewide centralized contracts to continue to provide the same invoicing and payment practices as they provide under their current centralized contracts (recognizing that NY OGS has accepted these invoicing and payment practices for the past 5+ years)?

If it is a requirement of OGS that all Contractors must provide all required invoicing items, we respectfully take exception to the following fields to be included on invoicing:

• Order Date (Order Dates will not be provided for subscription purchases).

• ISBN or ISSN, as applicable (Product Descriptions will be provided but not numbers).

• Unit Price (Per the exceptions noted above, this is dependent on method of ordering. For example, bundled pricing will not show individual “unit” price).

• Quantity (Per the exceptions noted above, this is dependent on method of ordering. For example, bundled items may not include quantities of individual items).

• Unit of Measure (This is not applicable).

OGS agrees to make this change. Solicitation (Revised 05/13/2022) Section 6.11, Invoicing and Payment, has been revised accordingly.

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54 Solicitation 23260 6.11.1.4.2 Conversion to New

Contractor by Authorized Users

If an interruption in service results from a change in a Contractor, any issues not received shall be obtained by the Contractor who received payment for that period at no additional cost to the Authorized User provided the Authorized User used the product consistent with its use and purpose. Delivery to the Authorized User shall be made by the original Contract delivery and at no extra cost to the Authorized User.

OGS declines this request.

55 Solicitation 23260 6.11.1.5 Printed and

Electronic Serials Invoicing and

Payments

5. Increases in subscription price shall be allowed if correction in cost is required due to Publisher’s change in price or an increase in cost to vendor.

OGS declines this request.

56 Solicitation 23260 6.13 Backordering

Backordering shall be permissible only when authorized by the ordering Authorized User. Contractor shall make commercially reasonable efforts to must complete orders within the guaranteed delivery period offered.

OGS agrees to make this change. Solicitation (Revised 05/13/2022) Section 6.13, Backordering, has been revised accordingly.

“Contractor shall make commercially reasonable efforts to complete orders within the guaranteed delivery period offered.”

57 Solicitation 23260 6.16 Product Returns and

Exchanges

Regarding periodicals, please note that we are not a representative of the publisher and do not receive, stock or mail the issues. Consequently, we cannot guarantee ultimate delivery, nor can it assume the subscriber’s financial risk in the event of publisher failure or other non-agent responsibilities. However, it is our job to work diligently for the subscriber to secure delivery and replacements for missing issues.

Solicitation (Revised 05/13/2022) Section 6.16, Product Returns and Exchanges, doesn’t pertain to missing issues.

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58 Solicitation 23260 6.16 Product Returns and

Exchanges

In addition to the provisions of Appendix B, Title and Risk of Loss, Product Substitution, and Rejected Product, Products returned or exchanged due to quality problems, duplicated shipments, outdated Product, incorrect Product shipped, Contractor errors otherwise not specified, or Products returned or exchanged due to Authorized User errors, shall be replaced with specified Products or the Authorized User shall be credited or refunded for the full purchase price.

Contractor shall make commercially reasonable efforts to replace Products shall be replaced within 10 Business Days of written notification to the Contractor of the Authorized User’s intent to return or exchange the Product. Contractor can charge only a restocking fee for Product returned or exchanged due to Authorized User error that is determined not to be suitable for resale; the restocking fee cannot exceed the Net Price of the returned or exchanged Product.

OGS agrees to make this change. Solicitation (Revised 05/13/2022) Section 6.16, Product Returns and Exchanges, has been revised accordingly.

“Contractor shall make commercially reasonable efforts to replace Products within 10 Business Days of written notification to the Contractor of the Authorized User’s intent to return or exchange the Product.”

59 Solicitation 23260 6.19 NYS Financial System

Are vendors required to participate in the punchout system?

No, Solicitation (Revised 05/13/2022) Section 6.19, NYS Financial System (SFS), does not require the provision of a “hosted” or “punch-out” catalog that integrates with SFS.

60 Solicitation 23260 6.20 Web-Based Ordering

Individual ordering agencies or users may establish unique accounts within our firm's existing ordering website. This site would provide access to all materials available for sale. Does this meet the need outlined in this item?

The provision of a web-based ordering system is optional. Bidder should refer to Solicitation (Revised 05/13/2022) Section 6.20, Web-Based Ordering, for a list of all requirements associated with this Section.

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61 Solicitation 23260 6.25 Report of Contract

Usage

With the understanding that this solicitation has been provided to a broad collection of Contractor’s, each with its own special reporting capabilities, can OGS please confirm this Contractor’s understanding that it is sufficient for Contractors to indicate to OGS the extent to which they can satisfy the invoicing requirements outlined in the solicitation?

In the alternative, will NY OGS allow vendors who have existing statewide centralized contracts to continue to provide the same invoicing and payment practices as they provide under their current centralized contracts (recognizing that NY OGS has accepted these invoicing and payment practices for the past 5+ years)?

If it is a requirement of OGS that all Contractors must provide all required…