Item C08 C8
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE i Mayor Holly Merrill Raschein,District 5
The Florida Keys Mayor Pro Tern James K.Scholl,District 3
Craig Cates,District 1
Michelle Lincoln,District 2
David Rice,District 4
Board of County Commissioners Meeting
December 13, 2023
Agenda Item Number: C8
2023-1838
BULK ITEM: Yes DEPARTMENT: Library System
TIME APPROXIMATE: STAFF CONTACT: Kimberly Matthews
AGENDA ITEM WORDING:
Approval of an Agreement with Baker& Taylor to procure Books and Non-Print Library Materials and
Related Ancillary Services under the terms of their Florida State Contract ACS No. 55000000-23-NY-
ACS. Approval to expend up to $360,000 in library funds.
ITEM BACKGROUND:
In accordance with Florida Statute 257.25 which states, "Free library service-Free library service shall
constitute as a minimum the free lending of library materials that are made available for circulation and
the free provision of reference and information services." the Monroe County Public Library System
makes available print and non-print material to the community.
The Monroe County Public Library System is requesting approval to expend its materials budget
primarily with one vendor, Baker& Taylor, utilizing our BOCC approved agreement with them. The
Library utilizes Baker& Taylor to procure Books and Non-Print Library Materials and Related
Ancillary Services through an agreement under the terms of their Florida State Contract ACS No.
55000000-23-NY-ACS. Our material allocation from ad valorum is $244,651.00. This is augmented
from various other library cost centers as demand and need for additional material dictates including
revenue from donations, and state aid. As new titles are released, the Library seeks approval to continue
purchasing from Baker& Taylor using the library materials budget's multiple cost centers. Over the
entire fiscal year there will likely be 500+ invoices that may range from $50 or less to thousands of
dollars. However, cumulatively these invoices will not exceed the available budget. Due to the nature of
these purchases spanning throughout the fiscal year, the Library seeks approval of delegation of the
purchasing authority to Kimberly Matthews or her delegate to sign individual invoices, the cumulative
value of which will not exceed $360,000.
Building and maintaining the Library's collection is an ongoing process requiring 100's of staff hours
from selection to order to receipt. Even with these pieces in place, the unpredictable nature of
publishing (e.g., release dates, material availability and prices) change from estimated prices prior to
release to a final publish cost. These complexities further extend to ongoing calculations on amount of
linear shelving available in each facility, size of the books once published and how a collection will be
589
organized within the library. Despite all these factors, the primary focus is always to purchase material
that will appeal to and meet the needs of the community.
PREVIOUS RELEVANT BOCC ACTION:
11/15/2022 BOCC granted approval to expend up to $300,000 in library funds for the purchase of
library lending materials from Baker& Taylor using the BOCC approved purchasing contract and
approval of delegation of the purchasing authority to Kimberly Matthews to sign individual invoices for
the Library's material collection, the cumulative value of which will not exceed $300,000. (Agenda Item
ID #11337)
1/21/22 BOCC granted approval to expend up to $300,000 in library funds for the purchase of library
lending materials from Baker & Taylor using the BOCC approved purchasing contract and approval of
delegation of the purchasing authority to Kimberly Matthews to sign individual invoices for the
Library's material collection, the cumulative value of which will not exceed $300,000.
9/16/2020 BOCC granted approval of an Agreement with Baker& Taylor to procure Books and Non-
Print Library Materials and Related Ancillary Services under the terms of their Florida State Contract
ACS No. 55000000-20-NY-ACS (Agenda Item ID #7262)
12/19/2001 BOCC granted approval and authorized execution of a License Agreement between Monroe
County and Baker& Taylor, Inc. to subscribe to the Title Source II product which is an online
automated system that provides library materials ordering, inventory management and records
downloading for the Monroe County Public Libraries.
INSURANCE REQUIRED:
No
CONTRACT/AGREEMENT CHANGES:
Florida State Contract ACS Number changes from 55000000-20-NY-ACS to 55000000-23-NY-ACS
STAFF RECOMMENDATION: Staff recommends approval
DOCUMENTATION:
Baker& Taylor Books Serials ACS.pdf
B&T Contract Award Notification 2023.pdf
FINANCIAL IMPACT:
Multiple Cost Centers not to exceed $360,000 total over the FY24
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Department of
MANAGEMENT
SERVICES I
We serve those who serve Florida
Alternate Contract Source (ACS)
No. 55000000-23-NY-ACS
For
Books, Serials, Databases, and Library Resource Management
Products
This Alternate Contract Source No. 55000000-23-NY-ACS Books, Serials, Databases, and
Library Resource Management Products (Contract), is between the Department of Management
Services (Department), an agency of the State of Florida (State), located at 4050 Esplanade Way,
Tallahassee, FL 32399 and Baker & Taylor, LLC (Contractor), located at 2810 Coliseum Centre
Drive, Suite 300, Charlotte, NC 28217, collectively referred to herein as the "Parties."
WHEREAS, the Department is authorized by section 287.042(16), Florida Statutes:
To evaluate contracts let by the Federal Government, another state, or a political subdivision for
the provision of commodities and contract services, and, if it is determined by the Secretary of
Management Services in writing to be cost-effective and the best value to the state, to enter into
a written agreement authorizing an agency to make purchases under such contract;
WHEREAS, the lead State of New York, competitively procured and executed No. PC69889,
Books, Serials, Databases, and Library Resource Management Products (Master Contract), with
the Contractor; and
WHEREAS, the Secretary evaluated the Master Contract and determined that use of the Master
Contract is cost-effective and the best value to the state.
NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Term and Effective Date.
The Master Contract became effective March 22, 2023, and its term currently ends on August
31, 2027. The Master Contract has five years of renewals available. The Contract will become
effective on April 1, 2023, or on the date signed by all Parties, whichever is later. The Contract
will expire on August 31, 2027, unless terminated earlier or renewed in accordance with
Exhibit B, Special Contract Conditions.
2. Order of Precedence.
This Contract document and the attached exhibits constitute the Contract and the entire
understanding of the Parties. Exhibits A, B, and C, and this Contract document constitute
the Enterprise Alternate Contract Source to the Master Contract and modify or supplement
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Alternate Contract Source (ACS)
No. 55000000-23-NY-ACS
For
Books, Serials, Databases, and Library Resource Management Products
the terms and conditions of the Master Contract. All exhibits listed below are incorporated by
reference into, and form part of, this Contract. In the event of a conflict, the following order of
precedence shall apply:
a) This Contract document
b) Exhibit A: ACS Additional Special Contract Conditions
c) Exhibit B: Special Contract Conditions
d) Exhibit C: Price Sheet
e) Exhibit D: Preferred Pricing Affidavit
f) Exhibit E: Master Contract (including any amendments made prior to the effective date
of this Contract and any subsequent amendments added to this Contract in accordance
with the Modifications Section listed below)
Where the laws and regulations of a state other than the State of Florida are cited or
referenced in the Master Contract, such citation or reference shall be replaced by the
comparable Florida law or regulation.
3. Purchases off this Contract.
Upon execution of this Contract, agencies, as defined in section 287.012, Florida Statutes,
may purchase products and services under this Contract. Any entity making a purchase off of
this Contract acknowledges and agrees to be bound by the terms and conditions of this
Contract. The Contractor shall adhere to the terms included in any contract or purchase
orders issued pursuant to this Contract.
4. Primary Contacts.
Department's Contract Manager:
Brittany Kiekieta
Division of State Purchasing
Florida Department of Management Services
4050 Esplanade Way, Suite 360
Tallahassee, Florida 32399-0950
Telephone: (850) 488-6904
Email: Brittany.Kiekieta(a-)dms.fl.gov
Contractor's Contract Manager:
Lee Ann Queen
Baker & Taylor, LLC
2810 Coliseum Centre Drive, Suite 300
Charlotte, NC 28217
Telephone: (704) 219-4952
Email: Bids(@baker-taylor.com
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Alternate Contract Source (ACS)
No. 55000000-23-NY-ACS
For
Books, Serials, Databases, and Library Resource Management Products
5. Modifications.
Any amendments to this Contract must be in writing and signed by the Parties. If amendments
are made to the Master Contract after the effective date of this Contract, the Contractor shall:
1) notify the Department of such amendments; and 2) provided the Department is amenable
to incorporating the amendments into this Contract, enter into a written amendment with the
Department reflecting the addition of such amendments to this Contract.
IN WITNESS THEREOF, the Parties hereto have caused this Contract to be executed by their
duly authorized undersigned officials.
CONTRACTOR DEPARTMENT OF MANAGEMENT SERVICES
Baker & Taylor, LLC
LSignetl by: DocuSignetl by:
kvipi, a-, Pt jrb Q(� J',
nsse2wsas9zaDn... ee_in.o3e3eanr c...
Pedro Allende, Secretary
5/17/2023 1 3:37 PM EDT 5/18/2023 1 8:35 AM EDT
Date: Date:
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Department of
MENT
MANAGE 7 1
SERVICES
We serve those who serve Florida
EXHIBIT A
ADDITIONAL SPECIAL CONTRACT CONDITIONS
The Contractor and agencies, as defined in section 287.012, Florida Statutes acknowledge and
agree to be bound by the terms and conditions of the Master Contract except as otherwise
specified in the Contract, which includes the Special Contract Conditions and these Additional
Special Contract Conditions.
A. Orders: Contractor must be able to accept the State of Florida Purchasing Card and
MyFloridaMarketPlace (MFMP) purchase orders.
B. Contractor and Subcontractors, Affiliates, Partners, Resellers, Distributors, and Dealers:
By execution of a Contract, the Contractor acknowledges that it will not be released of its
contractual obligations to the Department or state agencies because of any failure of an
affiliate, partner, subcontractor, reseller, distributor, or dealer. The Contractor is
responsible for ensuring that its affiliates, partners, subcontractors, resellers, distributors,
and dealers providing commodities and performing services in furtherance of the
Contract do so in compliance with the terms and conditions of the Contract. The
Contractor is fully responsible for satisfactory completion of all work performed under the
Contract.
C. Preferred Pricing: It is the responsibility of the Contractor to provide a completed
Preferred Pricing Affidavit upon Contract execution and annually thereafter throughout
the Contract term in accordance with the Special Contract Conditions.
D. Purchases Prerequisites: Contractor must ensure that entities receiving payment directly
from Customers under this Contract must have met the following requirements:
• Have an active registration with the Florida Department of State, Division of
Corporations (www.sunbiz.or ), or, if exempt from the registration requirements,
provide the Department with the basis for such exemption.
• Be registered in the MFMP Vendor Information Portal (https:Hvendor.
myfloridamarketplace.com).
• Have a current W-9 filed with the Florida Department of Financial Services
(htt s://flvendor.myfloridacfo.com)
E. Punchout Catalog and Electronic Invoicing.
The Contractor is encouraged to provide a MFMP punchout catalog. The punchout
catalog provides an alternative mechanism for suppliers to offer the State access to
Products awarded under the Contract. The punchout catalog also allows for direct
communication between the MFMP eProcurement System and a supplier's Enterprise
Resource Planning (ERP) system, which can reflect real-time Product
inventory/availability information.
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Through utilization of the punchout catalog model, a Florida buyer will "punch out" to a
supplier's website. Using the search tools on the supplier's Florida punchout catalog site,
the user selects the desired Products. When complete, the user exits the supplier's
punchout catalog site and the shopping cart (full of Products) is "brought back" to MFMP.
No orders are sent to a supplier when the user exits the supplier's punchout catalog site.
Instead, the chosen Products are "brought back" to MFMP as line items in a purchase
order. The user can then proceed through the normal workflow steps, which may include
adding/editing the Products (i.e., line items) in the purchase order. An order is not
submitted to a supplier until the user approves and submits the purchase order, at which
point the supplier receives an email with the order details.
The Contractor may supply electronic invoices in lieu of paper-based invoices for those
transactions processed through MFMP. Electronic invoices may be submitted to the
agency through one of the mechanisms as listed below:
1) EDI (Electronic Data Interchange)
This standard establishes the data contents of the Invoice Transaction Set (810) for use
within the context of an Electronic Data Interchange (EDI) environment. This transaction
set can be used for invoicing via the Ariba Network (AN) for catalog and non-catalog
goods and services.
2) PO Flip via AN
This online process allows Contractors to submit invoices via the AN for catalog and
non-catalog goods and services. Contractors have the ability to create an invoice directly
from their inbox in their AN account by simply "flipping" the PO into an invoice. This
option does not require any special software or technical capabilities.
The Contractor warrants and represents that it is authorized and empowered to and
hereby grants the State and the third-party provider of MFMP, a State contractor, the
right and license to use, reproduce, transmit, distribute, and publicly display within
MFMP. In addition, the Contractor warrants and represents that it is authorized and
empowered to and hereby grants the State and the third-party provider the right and
license to reproduce and display within MFMP the Contractor's trademarks, system
marks, logos, trade dress, or other branding designation that identifies the products
made available by the Contractor under the Contract.
F. Contract Reporting: The Contractor shall provide the Department the following accurate
and complete reports associated with this Contract.
1) Contract Quarterly Sales Reports. The Contractor shall submit complete Quarterly
Sales Reports to the Department's Contract Manager within 30 calendar days after
the close of each State fiscal quarter (the State's fiscal quarters close on September
30, December 31, March 31, and June 30).
Reports must be submitted in MS Excel using the DMS Quarterly Sales Report
Format, which can be accessed at
https://www.dms.myflori a.com/business operations/ purchasing/vendor resources/
quarterly sales report format. Initiation and submission of the most recent version
of the Quarterly Sales Report posted on the DMS website is the responsibility of the
Contractor without prompting or notification from the Department's Contract
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Manager. If no orders are received during the quarter, the Contractor must email the
DMS Contract Manager confirming there was no activity.
2) Certified and Minority Business Enterprises Reports. Upon Customer request, the
Contractor shall report to each Customer spend with certified and other minority
business enterprises in the provision of commodities or services related to the
Customer orders. These reports shall include the period covered; the name, minority
code, and Federal Employer Identification Number of each minority business
enterprise utilized during the period; commodities and services provided by the
minority business enterprise; and the amount paid to each minority business
enterprise on behalf of the Customer.
3) Ad Hoc Sales Reports. The Department may require additional Contract sales
information such as copies of purchase orders or ad hoc sales reports. The
Contractor shall submit these documents and reports in the format acceptable to the
Department and within the timeframe specified by the Department.
4) MFMP Transaction Fee Reports. The Contractor shall submit complete monthly
MFMP Transaction Fee Reports to the Department. Reports are due 15 calendar
days after the end of each month. Information on how to submit MFMP Transaction
Fee Reports online can be located at
https://www.dms.myflori a.com/business operations/state /my floridamarketplace/mf
mp vendors/transaction fee and reporting. Assistance with transaction fee
reporting is also available by email at feeprocessino amyfloridam ark etplace.com or
telephone at 866-FLA-EPRO (866-352-3776) from 8:00 a.m. to 6:00 p.m. Eastern
Time.
G. Financial Consequences: The Department reserves the right to impose financial
consequences when the Contractor fails to comply with the requirements of the Contract.
The following financial consequences will apply for the Contractor's non-performance
under the Contract. The Customer and the Contractor may agree to add additional
Financial Consequences on an as-needed basis beyond those stated herein to apply to
that Customer's resultant contract or purchase order. The State of Florida reserves the
right to withhold payment or implement other appropriate remedies, such as Contract
termination or nonrenewal, when the Contractor has failed to comply with the provisions
of the Contract. The Contractor and the Department agree that financial consequences
for non-performance are an estimate of damages which are difficult to ascertain and are
not penalties.
The financial consequences below will be paid and received by the Department of
Management Services within 30 calendar days from the due date specified by the
Department. These financial consequences below are individually assessed for failures
over each target period beginning with the first full month or quarter of the Contract
performance and every month or quarter, respectively, thereafter.
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Financial Consequences Chart
Financial
Performance Performance Due Consequence for Non-
Deliverable Metric Date Performance/Not
Received by the
Contract Manager
Contractor will All Quarterly Sales Completed reports $250 per day late
timely submit Reports will be are due on or
complete Quarterly submitted timely before the 301n
Sales Reports with the required calendar day after
information the close of each
State fiscal quarter
Contractor will All MFMP Completed reports $100 per day late
timely submit Transaction Fee are due on or
complete MFMP Reports will be before the 15tn
Transaction Fee submitted timely calendar day after
Reports with the required the end of each
information month
No favorable action will be considered when Contractor has outstanding Contract
Quarterly Sales Reports, MFMP Transaction Fee Reports, or any other
documentation owed to the Department or Customer, to include fees / monies, that
is required under this Contract.
H. Business Review Meetings: Both the Department and Customer reserve the right to
schedule business review meetings. The Department or Customer may specify the
format or agenda for the meeting. At a minimum, the Business Review Meeting may
include the following topics:
a. Contract compliance
b. Contract savings (in dollar amount and cost avoidance)
c. Spend reports by Customer
d. Recommendations for improved compliance and performance
I. Special Contract Conditions revisions: the corresponding subsections of the Special
Contract Conditions referenced below are replaced in their entirety with the following:
Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021)
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2.2 Renewal.
Upon written agreement, the Department and the Contractor may renew the Contract in
whole or in part only as set forth in the Contract documents, and in accordance with section
287.057(14), F.S.
3.7 Transaction Fees.
The State of Florida, through the Department of Management Services, has instituted
MyFloridaMarketPlace, a statewide eProcurement system. Pursuant to Section 287.057(24),
F.S., all payments shall be assessed a Transaction Fee of one percent (1.0%), or as may
otherwise be established by law, which the vendor shall pay to the State.
For payments within the State accounting system (FLAIR or its successor), the Transaction Fee
shall, when possible, be automatically deducted from payments to the vendor. If automatic
deduction is not possible, the vendor shall pay the Transaction Fee pursuant to subsection 60A-
1.031(2), F.A.C. By submission of these reports and corresponding payments, vendor certifies
their correctness. All such reports and payments shall be subject to audit by the State or its
designee.
The vendor shall receive a credit for any Transaction Fee paid by the vendor for the purchase of
any item(s) if such item(s) are returned to the vendor through no fault, act, or omission of the
vendor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item is
rejected or returned, or declined, due to the vendor's failure to perform or comply with
specifications or requirements of the agreement.
Vendors will submit anymonthly reports required pursuant to the rule. All such reports and
payments will be subject to audit. Failure to comply with the payment of the Transaction
Fees or submission of required reporting of transactions shall constitute grounds for
declaring the Vendor in default.
5.1 Conduct of Business.
The Contractor must comply with all laws, rules, codes, ordinances, and licensing
requirements that are applicable to the conduct of its business, including those of federal,
state, and local agencies having jurisdiction and authority. For example, the Contractor must
comply with section 274A of the Immigration and Nationality Act, the Americans with
Disabilities Act, Health Insurance Portability and Accountability Act, if applicable, and all
prohibitions against discrimination on the basis of race, religion, sex, creed, national origin,
handicap, marital status, or veteran's status. The provisions of subparagraphs
287.058(1)(a)-(c) and (g), F.S., are hereby incorporated by reference.
Nothing contained within this Contract shall be construed to prohibit the Contractor from
disclosing information relevant to performance of the Contract or purchase order to
members or staff of the Florida Senate or Florida House of Representatives.
Pursuant to section 287.057(26), F.S., the Contractor shall answer all questions of, and
ensure a representative will be available to, a continuing oversight team.
The Contractor will comply with all applicable disclosure requirements set forth in section
286.101, F.S. In the event the Department of Financial Services issues the Contractor a final
order determining a third or subsequent violation pursuant to section 286.101(7)(c), F.S., the
Contractor shall immediately notify the Department and applicable Customers and shall be
disqualified from Contract eligibility.
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5.4 Convicted, Discriminatory, Antitrust Violator, and Suspended Vendor Lists.
In accordance with sections 287.133, 287.134, and 287.137, F.S., the Contractor is hereby
informed of the provisions of sections 287.133(2)(a), 287.134(2)(a), and 287.137(2)(a), F.S.
For purposes of this Contract, a person or affiliate who is on the Convicted Vendor List, the
Discriminatory Vendor List, or the Antitrust Violator Vendor List may not perform work as a
contractor, supplier, subcontractor, or consultant under the Contract. The Contractor must
notify the Department if it or any of its suppliers, subcontractors, or consultants have been
placed on the Convicted Vendor List, the Discriminatory Vendor List, or the Antitrust Violator
Vendor List during the term of the Contract.
In accordance with section 287.1351, F.S., a vendor placed on the Suspended Vendor List
may not enter into or renew a contract to provide any goods or services to an agency after
its placement on the Suspended Vendor List.
A firm or individual placed on the Suspended Vendor List pursuant to section 287.1351,
F.S., the Convicted Vendor List pursuant to section 287.133, F.S., the Antitrust Violator
Vendor List pursuant to section 287.137, F.S., or the Discriminatory Vendor List pursuant to
section 287.134, F.S., is immediately disqualified from Contract eligibility.
5.6 Cooperation with Inspector General and Records Retention.
Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its duty
to cooperate with the Inspector General in any investigation, audit, inspection, review, or
hearing. Upon request of the Inspector General or any other authorized State official, the
Contractor must provide any information the Inspector General deems relevant. Such
information may include, but will not be limited to, the Contractor's business or financial
records, documents, or files of any type or form that refer to or relate to the Contract. The
Contractor will retain such records for the longer of five years after the expiration or
termination of the Contract, or the period required by the General Records Schedules
maintained by the Florida Department of State, at the Department of State's Records
Management website. The Contractor agrees to reimburse the State of Florida for the
reasonable costs of investigation incurred by the Inspector General or other authorized
State of Florida official for investigations of the Contractor's compliance with the terms of this
or any other agreement between the Contractor and the State of Florida which results in the
suspension or debarment of the Contractor. Such costs will include but will not be limited to:
salaries of investigators, including overtime; travel and lodging expenses; and expert
witness and documentary fees. The Contractor agrees to impose the same obligations to
cooperate with the Inspector General and retain records on any subcontractors used to
provide goods or services under the Contract.
8.1.1 Termination of Contract.
The Department may terminate the Contract for refusal by the Contractor to comply with this
section by not allowing access to all public records, as defined in Chapter 119, F.S., made
or received by the Contractor in conjunction with the Contract unless the records are exempt
from s. 24(a) of Art. I of the State Constitution and section 119.071(1), F.S.
8.1.2 Statutory Notice.
Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor acting
on behalf of a public agency, as defined in section 119.011(2), F.S., the following applies:
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IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE DEPARTMENT'S
CUSTODIAN OF PUBLIC RECORDS AT
(850) 487-1082 OR 4050
ESPLANADE WAY, SUITE 160, TALLAHASSEE, FLORIDA 32399-
0950.
Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor acting
on behalf of a public agency as defined in section 119.011(2), F.S., the Contractor shall:
(a) Keep and maintain public records required by the public agency to perform the service.
(b) Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in Chapter 119,
F.S., or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure are not disclosed except as authorized by law for the duration of the
Contract term and following the completion of the Contract if the Contractor does not
transfer the records to the public agency.
(d) Upon completion of the Contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records required by the
public agency to perform the service. If the Contractor transfers all public records to the
public agency upon completion of the Contract, the Contractor shall destroy any duplicate
public records that are exempt or confidential and exempt from public records disclosure
requirements. If the Contractor keeps and maintains public records upon completion of the
Contract, the Contractor shall meet all applicable requirements for retaining public records.
All records stored electronically must be provided to the public agency, upon request from
the public agency's custodian of public records, in a format that is compatible with the
information technology systems of the public agency.
12.1 Performance or Compliance Audits.
The Department may conduct or have conducted performance and/or compliance audits of
the Contractor and subcontractors as determined by the Department. The Department may
conduct an audit and review all the Contractor's and subcontractors' data and records that
directly relate to the Contract. To the extent necessary to verify the Contractor's fees and
claims for payment under the Contract, the Contractor's agreements or contracts with
subcontractors, partners, or agents of the Contractor, pertaining to the Contract, may be
inspected by the Department upon fifteen (15) calendar days' notice, during normal working
hours and in accordance with the Contractor's facility access procedures where facility
access is required. Release statements from its subcontractors, partners, or agents are not
required for the Department or its designee to conduct compliance and performance audits
on any of the Contractor's contracts relating to this Contract. The Inspector General, in
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accordance with section 5.6, the State of Florida's Chief Financial Officer, and the Office of
the Auditor General shall also have authority to perform audits and inspections.
13.2 E-Verify.
The Contractor and its subcontractors have an obligation to utilize the U.S. Department of
Homeland Security's (DHS) E-Verify system for all newly hired employees in accordance
with section 448.095, F.S. By executing this Contract, the Contractor certifies that it is
registered with, and uses, the E-Verify system for all newly hired employees in accordance
with section 448.095, F.S. The Contractor must obtain an affidavit from its subcontractors in
accordance with paragraph (2)(b) of section 448.095, F.S., and maintain a copy of such
affidavit for the duration of the Contract. The Contractor shall provide a copy of its DHS
Memorandum of Understanding (MOU) to the Department's Contract Manager within five
days of Contract execution.
This section serves as notice to the Contractor regarding the requirements of section
448.095, F.S., specifically sub-paragraph (2)(c)1, and the Department's obligation to
terminate the Contract if it has a good faith belief that the Contractor has knowingly violated
section 448.09(1), F.S. If terminated for such reason, the Contractor will not be eligible for
award of a public contract for at least one year after the date of such termination. The
Department will promptly notify the Contractor and order the immediate termination of the
contract between the Contractor and a subcontractor performing work on its behalf for this
Contract should the Department have a good faith belief that the subcontractor has
knowingly violated section 448.09(1), F.S.
J. Special Contract Conditions additions: the following subsection is added to the Special
Contract Conditions:
12.3 Document Inspection.
In accordance with section 216.1366, F.S., the Department or a state agency is authorized
to inspect the: (a) financial records, papers, and documents of the Contractor that are
directly related to the performance of the Contract or the expenditure of state funds; and (b)
programmatic records, papers, and documents of the Contractor which the Department or
state agency determines are necessary to monitor the performance of the Contract or to
ensure that the terms of the Contract are being met. The Contractor shall provide such
records, papers, and documents requested by the Department or a state agency within 10
Business Days after the request is made.
Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021)
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EXHIBIT B
SPECIAL CONTRACT CONDITIONS
JULY 1, 2019 VERSION
Table of Contents
SECTION 1. DEFINITION...........................................................................................................................2
SECTION 2. CONTRACT TERM AND TERMINATION.................................................................................2
SECTION 3. PAYMENT AND FEES.............................................................................................................3
SECTION 4. CONTRACT MANAGEMENT..................................................................................................4
SECTION 5. COMPLIANCE WITH LAWS....................................................................................................6
SECTION 6. MISCELLANEOUS..................................................................................................................7
SECTION 7. LIABILITY AND INSURANCE........................................................................................................... 9
SECTION 8. PUBLIC RECORDS,TRADE SECRETS, DOCUMENT MANAGEMENT,AND INTELLECTUAL
PROPERTY..............................................................................................................................................10
SECTION 9. DATA SECURITY..................................................................................................................12
SECTION 10.GRATUITIES, LOBBYING,AND COMMUNICATIONS..........................................................13
SECTION 11.CONTRACT MONITORING. ...............................................................................................14
SECTION 12. CONTRACT AUDITS...........................................................................................................15
SECTION 13. BACKGROUND SCREENING AND SECURITY......................................................................16
SECTION 14.WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM....................................................17
In accordance with Rule 60A-1.002(7), F.A.C., Form PUR 1000 is included
herein by reference but is superseded in its entirety by these Special
Contract Conditions.
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SECTION 1. DEFINITION.
The following definition applies in addition to the definitions in Chapter 287, Florida
Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.):
1.1 Customer.
The agency or eligible user that purchases commodities or contractual services pursuant
to the Contract.
SECTION 2. CONTRACT TERM AND TERMINATION.
2.1 Initial Term.
The initial term will begin on the date set forth in the Contract documents or on the date
the Contract is signed by all Parties, whichever is later.
2.2 Renewal.
Upon written agreement, the Department and the Contractor may renew the Contract in
whole or in part only as set forth in the Contract documents, and in accordance with
section 287.057(13), F.S.
2.3 Suspension of Work and Termination.
2.3.1 Suspension of Work.
The Department may, at its sole discretion, suspend any or all activities under the
Contract, at any time, when it is in the best interest of the State of Florida to do so. The
Customer may suspend a resulting contract or purchase order, at any time, when in the
best interest of the Customer to do so. The Department or Customer will provide the
Contractor written notice outlining the particulars of the suspension. After receiving a
suspension notice, the Contractor must comply with the notice and will cease the
performance of the Contract or purchase order. Suspension of work will not entitle the
Contractor to any additional compensation. The Contractor will not resume performance
of the Contract or purchase order until so authorized by the Department.
2.3.2 Termination for Convenience.
The Contract may be terminated by the Department in whole or in part at any time, in the
best interest of the State of Florida. If the Contract is terminated before performance is
completed, the Contractor will be paid only for that work satisfactorily performed for
which costs can be substantiated. Such payment, however, may not exceed an amount
which is the same percentage of the Contract price as the amount of work satisfactorily
performed. All work in progress will become the property of the Customer and will be
turned over promptly by the Contractor.
2.3.3 Termination for Cause.
If the performance of the Contractor is not in compliance with the Contract requirements
or the Contractor has defaulted, the Department may:
(a) immediately terminate the Contract;
(b) notify the Contractor of the noncompliance or default, require correction, and specify
the date by which the correction must be completed before the Contract is terminated; or
(c) take other action deemed appropriate by the Department.
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SECTION 3. PAYMENT AND FEES.
3.1 Pricing.
The Contractor will not exceed the pricing set forth in the Contract documents.
3.2 Price Decreases.
The following price decrease terms will apply to the Contract:
3.2.1 Quantity Discounts. Contractor may offer additional discounts for one-time delivery
of large single orders;
3.2.2 Preferred Pricing. The Contractor guarantees that the pricing indicated in this
Contract is a maximum price. Additionally, Contractor's pricing will not exceed the pricing
offered under comparable contracts. Comparable contracts are those that are similar in
size, scope, and terms. In compliance with section 216.0113, F.S., Contractor must
annually submit an affidavit from the Contractor's authorized representative attesting that
the Contract complies with this clause.
3.2.3 Sales Promotions. In addition to decreasing prices for the balance of the Contract
term due to a change in market conditions, the Contractor may conduct sales
promotions involving price reductions for a specified lesser period. The Contractor must
submit documentation identifying the proposed: (1) starting and ending dates of the
promotion, (2) commodities or contractual services involved, and (3) promotional prices
compared to then-authorized prices.
3.3 Payment Invoicing.
The Contractor will be paid upon submission of invoices to the Customer after delivery
and acceptance of commodities or contractual services is confirmed by the Customer.
Invoices must contain sufficient detail for an audit and contain the Contract Number and
the Contractor's Federal Employer Identification Number.
3.4 Purchase Order.
A Customer may use purchase orders to buy commodities or contractual services
pursuant to the Contract and, if applicable, the Contractor must provide commodities or
contractual services pursuant to purchase orders. Purchase orders issued pursuant to
the Contract must be received by the Contractor no later than the close of business on
the last day of the Contract's term. The Contractor is required to accept timely purchase
orders specifying delivery schedules that extend beyond the Contract term even when
such extended delivery will occur after expiration of the Contract. Purchase orders shall
be valid through their specified term and performance by the Contractor, and all terms
and conditions of the Contract shall survive the termination or expiration of the Contract
and apply to the Contractor's performance. The duration of purchase orders for recurring
deliverables shall not exceed the expiration of the Contract by more than twelve months.
Any purchase order terms and conditions conflicting with these Special Contract
Conditions shall not become a part of the Contract.
3.5 Travel.
Travel expenses are not reimbursable unless specifically authorized by the Customer in
writing and may be reimbursed only in accordance with section 112.061, F.S.
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3.6 Annual Appropriation.
Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or an
agency for the purchase of services or tangible personal property for a period in excess
of one fiscal year, the State of Florida's performance and obligation to pay under the
Contract is contingent upon an annual appropriation by the Legislature.
3.7 Transaction Fees.
The State of Florida, through the Department of Management Services, has instituted
MyFloridaMarketPlace, a statewide eProcurement system pursuant to section
287.057(22), F.S. All payments issued by Customers to registered Vendors for
purchases of commodities or contractual services will be assessed Transaction Fees as
prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law.
Vendors must pay the Transaction Fees and agree to automatic deduction of the
Transaction Fees when automatic deduction becomes available. Vendors will submit any
monthly reports required pursuant to the rule. All such reports and payments will be
subject to audit. Failure to comply with the payment of the Transaction Fees or reporting
of transactions will constitute grounds for declaring the Vendor in default and subject the
Vendor to exclusion from business with the State of Florida.
3.8 Taxes.
Taxes, customs, and tariffs on commodities or contractual services purchased under the
Contract will not be assessed against the Customer or Department unless authorized by
Florida law.
3.9 Return of Funds.
Contractor will return any overpayments due to unearned funds or funds disallowed
pursuant to the terms of the Contract that were disbursed to the Contractor. The
Contractor must return any overpayment within forty (40) calendar days after either
discovery by the Contractor, its independent auditor, or notification by the Department or
Customer of the overpayment.
SECTION 4. CONTRACT MANAGEMENT.
4.1 Composition and Priority.
The Contractor agrees to provide commodities or contractual services to the Customer
as specified in the Contract. Additionally, the terms of the Contract supersede the terms
of all prior agreements between the Parties on this subject matter.
4.2 Notices.
All notices required under the Contract must be delivered to the designated Contract
Manager in a manner identified by the Department.
4.3 Department's Contract Manager.
The Department's Contract Manager, who is primarily responsible for the Department's
oversight of the Contract, will be identified in a separate writing to the Contractor upon
Contract signing in the following format:
Department's Contract Manager Name
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Department's Name
Department's Physical Address
Department's Telephone#
Department's Email Address
If the Department changes the Contract Manager, the Department will notify the
Contractor. Such a change does not require an amendment to the Contract.
4.4 Contractor's Contract Manager.
The Contractor's Contract Manager, who is primarily responsible for the Contractor's
oversight of the Contract performance, will be identified in a separate writing to the
Department upon Contract signing in the following format:
Contractor's Contract Manager Name
Contractor's Name
Contractor's Physical Address
Contractor's Telephone#
Contractor's Email Address
If the Contractor changes its Contract Manager, the Contractor will notify the
Department. Such a change does not require an amendment to the Contract.
4.5 Diversity.
4.5.1 Office of Supplier Diversity.
The State of Florida supports its diverse business community by creating opportunities
for woman-, veteran-, and minority-owned small business enterprises to participate in
procurements and contracts. The Department encourages supplier diversity through
certification of woman-, veteran-, and minority-owned small business enterprises and
provides advocacy, outreach, and networking through regional business events. For
additional information, please contact the Office of Supplier Diversity (OSD) at
osdinfo@dms.myflorida.com.
4.5.2 Diversity Reporting.
Upon request, the Contractor will report to the Department its spend with business
enterprises certified by the OSD. These reports must include the time period covered,
the name and Federal Employer Identification Number of each business enterprise
utilized during the period, commodities and contractual services provided by the
business enterprise, and the amount paid to the business enterprise on behalf of each
agency purchasing under the Contract.
4.6 RESPECT.
Subject to the agency determination provided for in section 413.036, F.S., the following
statement applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE
THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE
PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE
SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413,
FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAME
PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA STATUTES;
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AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER
BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL
BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR AS
DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE CONCERNED.
Additional information about RESPECT and the commodities or contractual services it
offers is available at lip,tt11�,.................................................w,,,,!r ,a; , !2ff1, irii, ,,,,,q!g,
4.7 PRIDE.
Subject to the agency determination provided for in sections 287.042(1) and 946.515,
F.S., the following statement applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE
THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE
PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S.,
IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN
SECTION 946.515(2) AND (4), F.S.; AND FOR PURPOSES OF THIS CONTRACT THE
PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS
OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THIS
AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED.
Additional information about PRIDE and the commodities or contractual services it offers
Is available at
SECTION 5. COMPLIANCE WITH LAWS.
5.1 Conduct of Business.
The Contractor must comply with all laws, rules, codes, ordinances, and licensing
requirements that are applicable to the conduct of its business, including those of
federal, state, and local agencies having jurisdiction and authority. For example, the
Contractor must comply with section 274A of the Immigration and Nationality Act, the
Americans with Disabilities Act, Health Insurance Portability and Accountability Act, if
applicable, and all prohibitions against discrimination on the basis of race, religion, sex,
creed, national origin, handicap, marital status, or veteran's status. The provisions of
subparagraphs 287.058(1)(a)-(c), and (g), F.S., are hereby incorporated by reference.
5.2 Dispute Resolution, Governing Law, and Venue.
Any dispute concerning performance of the Contract shall be decided by the
Department's designated Contract Manager, who will reduce the decision to writing and
serve a copy on the Contractor. The decision of the Contract Manager shall be final and
conclusive. Exhaustion of this administrative remedy is an absolute condition precedent
to the Contractor's ability to pursue legal action related to the Contract or any other form
of dispute resolution. The laws of the State of Florida govern the Contract. The Parties
submit to the jurisdiction of the courts of the State of Florida exclusively for any legal
action related to the Contract. Further, the Contractor hereby waives all privileges and
rights relating to venue it may have under Chapter 47, F.S., and all such venue
privileges and rights it may have under any other statute, rule, or case law, including, but
not limited to, those based on convenience. The Contractor hereby submits to venue in
the county chosen by the Department.
5.3 Department of State Registration.
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Consistent with Title XXXVI, F.S., the Contractor and any subcontractors that assert
status, other than a sole proprietor, must provide the Department with conclusive
evidence of a certificate of status, not subject to qualification, if a Florida business entity,
or of a certificate of authorization if a foreign business entity.
5.4 Suspended, Convicted, and Discriminatory Vendor Lists.
In accordance with sections 287.042, 287.133, and 287.134, F.S., an entity or affiliate
who is on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor
List may not perform work as a contractor, supplier, subcontractor, or consultant under
the Contract. The Contractor must notify the Department if it or any of its suppliers,
subcontractors, or consultants have been placed on the Suspended Vendor List,
Convicted Vendor List, or Discriminatory Vendor List during the term of the Contract.
5.5 Scrutinized Companies - Termination by the Department.
The Department may, at its option, terminate the Contract if the Contractor is found to
have submitted a false certification as provided under section 287.135(5), F.S., or been
placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in
business operations in Cuba or Syria, or to have been placed on the Scrutinized
Companies that Boycott Israel List or is engaged in a boycott of Israel.
5.6 Cooperation with Inspector General and Records Retention.
Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its
duty to cooperate with the Inspector General in any investigation, audit, inspection,
review, or hearing. Upon request of the Inspector General or any other authorized State
official, the Contractor must provide any information the Inspector General deems
relevant to the Contractor's integrity or responsibility. Such information may include, but
will not be limited to, the Contractor's business or financial records, documents, or files
of any type or form that refer to or relate to the Contract. The Contractor will retain such
records for the longer of five years after the expiration of the Contract, or the period
required by the General Records Schedules maintained by the Florida Department of
State, at the Department of State's Records Management website. The Contractor
agrees to reimburse the State of Florida for the reasonable costs of investigation
incurred by the Inspector General or other authorized State of Florida official for
investigations of the Contractor's compliance with the terms of this or any other
agreement between the Contractor and the State of Florida which results in the
suspension or debarment of the Contractor. Such costs will include but will not be limited
to: salaries of investigators, including overtime; travel and lodging expenses; and expert
witness and documentary fees. The Contractor agrees to impose the same obligations to
cooperate with the Inspector General and retain records on any subcontractors used to
provide goods or services under the Contract.
SECTION 6. MISCELLANEOUS.
6.1 Subcontractors.
The Contractor will not subcontract any work under the Contract without prior written
consent of the Department. The Contractor is fully responsible for satisfactory
completion of all its subcontracted work. The Department supports diversity in its
procurements and contracts, and requests that the Contractor offer subcontracting
opportunities to certified woman-, veteran-, and minority-owned small businesses. The
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Contractor may contact the OSD at osdhelp@dms.myflorida.com for information on
certified small business enterprises available for subcontracting opportunities.
6.2 Assignment.
The Contractor will not sell, assign, or transfer any of its rights, duties, or obligations
under the Contract without the prior written consent of the Department. However, the
Contractor may waive its right to receive payment and assign same upon notice to the
Department. In the event of any assignment, the Contractor remains responsible for
performance of the Contract, unless such responsibility is expressly waived by the
Department. The Department may assign the Contract with prior written notice to the
Contractor.
6.3 Independent Contractor.
The Contractor and its employees, agents, representatives, and subcontractors are
independent contractors and not employees or agents of the State of Florida and are not
entitled to State of Florida benefits. The Department and Customer will not be bound by
any acts or conduct of the Contractor or its employees, agents, representatives, or
subcontractors. The Contractor agrees to include this provision in all its subcontracts
under the Contract.
6.4 Inspection and Acceptance of Commodities.
6.4.1 Risk of Loss.
Matters of inspection and acceptance are addressed in section 215.422, F.S. Until
acceptance, risk of loss or damage will remain with the Contractor. The Contractor will
be responsible for filing, processing, and collecting all damage claims. To assist the
Contractor with damage claims, the Customer will: record any evidence of visible
damage on all copies of the delivering carrier's bill of lading; report damages to the
carrier and the Contractor; and provide the Contractor with a copy of the carrier's bill of
lading and damage inspection report.
6.4.2 Rejected Commodities.
When a Customer rejects a commodity, Contractor will remove the commodity from the
premises within ten (10) calendar days after notification of rejection, and the risk of loss
will remain with the Contractor. Commodities not removed by the Contractor within ten
(10) calendar days will be deemed abandoned by the Contractor, and the Customer will
have the right to dispose of such commodities. Contractor will reimburse the Customer
for costs and expenses incurred in storing or effecting removal or disposition of rejected
commodities.
6.5 Safety Standards.
Performance of the Contract for all commodities or contractual services must comply
with requirements of the Occupational Safety and Health Act and other applicable State
of Florida and federal requirements.
6.6 Ombudsman.
A Vendor Ombudsman has been established within the Department of Financial
Services. The duties of this office are found in section 215.422, F.S., which include
disseminating information relative to prompt payment and assisting contractors in
receiving their payments in a timely manner from a Customer. The Vendor Ombudsman
may be contacted at (850) 413-5516.
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6.7 Time is of the Essence.
Time is of the essence regarding every obligation of the Contractor under the Contract.
Each obligation is deemed material, and a breach of any such obligation (including a
breach resulting from untimely performance) is a material breach.
6.8 Waiver.
The delay or failure by the Department or the Customer to exercise or enforce any rights
under the Contract will not constitute waiver of such rights.
6.9 Modification and Severability.
The Contract may only be modified by written agreement between the Department and
the Contractor. Should a court determine any provision of the Contract is invalid, the
remaining provisions will not be affected, and the rights and obligations of the Parties will
be construed and enforced as if the Contract did not contain the provision held invalid.
6.10 Cooperative Purchasing.
Pursuant to their own governing laws, and subject to the agreement of the Contractor,
governmental entities that are not Customers may make purchases under the terms and
conditions contained herein, if agreed to by Contractor. Such purchases are independent
of the Contract between the Department and the Contractor, and the Department is not a
party to these transactions. Agencies seeking to make purchases under this Contract
are required to follow the requirements of Rule 60A-1.045(5), F.A.C.
SECTION 7. LIABILITY AND INSURANCE.
7.1 Workers' Compensation Insurance.
The Contractor shall maintain workers' compensation insurance as required under the
Florida Workers' Compensation Law or the workers' compensation law of another
jurisdiction where applicable. The Contractor must require all subcontractors to similarly
provide workers' compensation insurance for all of the latter's employees. In the event
work is being performed by the Contractor under the Contract and any class of
employees performing the work is not protected under Workers' Compensation statutes,
the Contractor must provide, and cause each subcontractor to provide, adequate
insurance satisfactory to the Department, for the protection of employees not otherwise
protected.
7.2 General Liability Insurance.
The Contractor must secure and maintain Commercial General Liability Insurance,
including bodily injury, property damage, products, personal and advertising injury, and
completed operations. This insurance must provide coverage for all claims that may
arise from performance of the Contract or completed operations, whether by the
Contractor or anyone directly or indirectly employed by the Contractor. Such insurance
must include the State of Florida as an additional insured for the entire length of the
resulting contract. The Contractor is responsible for determining the minimum limits of
liability necessary to provide reasonable financial protections to the Contractor and the
State of Florida under the resulting contract.
7.3 Florida Authorized Insurers.
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All insurance shall be with insurers authorized and eligible to transact the applicable line
of insurance business in the State of Florida. The Contractor shall provide
Certification(s) of Insurance evidencing that all appropriate coverage is in place and
showing the Department to be an additional insured.
7.4 Performance Bond.
Unless otherwise prohibited by law, the Department may require the Contractor to
furnish, without additional cost to the Department, a performance bond or irrevocable
letter of credit or other form of security for the satisfactory performance of work
hereunder. The Department shall determine the type and amount of security.
7.5 Indemnification.
To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and
hold the Customer and the State of Florida, its officers, employees, and agents harmless
from all fines, claims, assessments, suits, judgments, or damages, including
consequential, special, indirect, and punitive damages, including court costs and
attorney's fees, arising from or relating to violation or infringement of a trademark,
copyright, patent, trade secret, or intellectual property right or out of any acts, actions,
breaches, neglect, or omissions of the Contractor, its employees, agents,
subcontractors, assignees, or delegates related to the Contract, as well as for any
determination arising out of or related to the Contract that the Contractor or Contractor's
employees, agents, subcontractors, assignees, or delegates are not independent
contractors in relation to the Customer. The Contract does not constitute a waiver of
sovereign immunity or consent by the Customer or the State of Florida or its subdivisions
to suit by third parties. Without limiting this indemnification, the Customer may provide
the Contractor (1) written notice of any action or threatened action, (2) the opportunity to
take over and settle or defend any such action at Contractor's sole expense, and (3)
assistance in defending the action at Contractor's sole expense.
7.6 Limitation of Liability.
Unless otherwise specifically enumerated in the Contract or in the purchase order,
neither the Department nor the Customer shall be liable for special, indirect, punitive, or
consequential damages, including lost data or records (unless the Contract or purchase
order requires the Contractor to back-up data or records), even if the Department or
Customer has been advised that such damages are possible. Neither the Department
nor the Customer shall be liable for lost profits, lost revenue, or lost institutional
operating savings. The Department or Customer may, in addition to other remedies
available to them at law or equity and upon notice to the Contractor, retain such monies
from amounts due Contractor as may be necessary to satisfy any claim for damages,
penalties, costs, and the like asserted by or against them. The State may set off any
liability or other obligation of the Contractor or its affiliates to the State against any
payments due the Contractor under any contract with the State.
SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT,
AND INTELLECTUAL PROPERTY.
8.1 Public Records.
8.1.1 Termination of Contract.
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The Department may terminate the Contract for refusal by the Contractor to comply with
this section by not allowing access to all public records, as defined in Chapter 119, F. S.,
made or received by the Contractor in conjunction with the Contract.
8.1.2 Statutory Notice.
Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor
acting on behalf of a public agency, as defined in section 119.011(2), F.S., the following
applies:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT THE TELEPHONE NUMBER, EMAIL
ADDRESS, AND MAILING ADDRESS PROVIDED IN THE
RESULTING CONTRACT OR PURCHASE ORDER.
Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor
acting on behalf of a public agency as defined in section 119.011(2), F.S., the Contractor
shall:
(a) Keep and maintain public records required by the public agency to perform the
service.
(b) Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, F.S., or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure are not disclosed except as authorized by law for the duration of the
Contract term and following the completion of the Contract if the Contractor does not
transfer the records to the public agency.
(d) Upon completion of the Contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records required by
the public agency to perform the service. If the Contractor transfers all public records to
the public agency upon completion of the Contract, the Contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Contractor keeps and maintains public records upon
completion of the Contract, the Contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the public
agency, upon request from the public agency's custodian of public records, in a format
that is compatible with the information technology systems of the public agency.
8.2 Protection of Trade Secrets or Otherwise Confidential Information.
8.2.1 Contractor Designation of Trade Secrets or Otherwise Confidential Information.
If the Contractor considers any portion of materials to be trade secret under section
688.002 or 812.081, F.S., or otherwise confidential under Florida or federal law, the
Contractor must clearly designate that portion of the materials as trade secret or
otherwise confidential when submitted to the Department. The Contractor will be
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responsible for responding to and resolving all claims for access to Contract-related
materials it has designated trade secret or otherwise confidential.
8.2.2 Public Records Requests.
If the Department receives a public records request for materials designated by the
Contractor as trade secret or otherwise confidential under Florida or federal law, the
Contractor will be responsible for taking the appropriate legal action in response to the
request. If the Contractor fails to take appropriate and timely action to protect the
materials designated as trade secret or otherwise confidential, the Department will
provide the materials to the requester.
8.2.3 Indemnification Related to Confidentiality of Materials.
The Contractor will protect, defend, indemnify, and hold harmless the Department for
claims, costs, fines, and attorney's fees arising from or relating to its designation of
materials as trade secret or otherwise confidential.
8.3 Document Management.
The Contractor must retain sufficient documentation to substantiate claims for payment
under the Contract and all other records, electronic files, papers, and documents that
were made in relation to this Contract. The Contractor must retain all documents related
to the Contract for five (5) years after expiration of the Contract or, if longer, the period
required by the General Records Schedules maintained by the Florida Department of
State available at the Department of State's Records Management website.
8.4 Intellectual Property.
8.4.1 Ownership.
Unless specifically addressed otherwise in the Contract, the State of Florida shall be the
owner of all intellectual property rights to all property created or developed in connection
with the Contract.
8.4.2 Patentable Inventions or Discoveries.
Any inventions or discoveries developed in the course, or as a result, of services in
connection with the Contract that are patentable pursuant to 35 U.S.C. § 101 are the
sole property of the State of Florida. Contractor must inform the Customer of any
inventions or discoveries developed or made through performance of the Contract, and
such inventions or discoveries will be referred to the Florida Department of State for a
determination on whether patent protection will be sought. The State of Florida will be
the sole owner of all patents resulting from any invention or discovery made through
performance of the Contract.
8.4.3 Copyrightable Works.
Contractor must notify the Department or State of Florida of any publications, artwork, or
other copyrightable works developed in connection with the Contract. All copyrights
created or developed through performance of the Contract are owned solely by the State
of Florida.
SECTION 9. DATA SECURITY.
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The Contractor will maintain the security of State of Florida data including, but not limited
to, maintaining a secure area around any displayed visible data and ensuring data is
stored and secured when not in use. The Contractor and subcontractors will not perform
any of the services from outside of the United States, and the Contractor will not allow
any State of Florida data to be sent by any medium, transmitted, or accessed outside the
United States due to Contractor's action or inaction. In the event of a security breach
involving State of Florida data, the Contractor shall give notice to the Customer and the
Department within one business day. "Security breach" for purposes of this section will
refer to a confirmed event that compromises the confidentiality, integrity, or availability of
data. Once a data breach has been contained, the Contractor must provide the
Department with a post-incident report documenting all containment, eradication, and
recovery measures taken. The Department reserves the right in its sole discretion to
enlist a third party to audit Contractor's findings and produce an independent report, and
the Contractor will fully cooperate with the third party. The Contractor will also comply
with all HIPAA requirements and any other state and federal rules and regulations
regarding security of information.
SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS.
10.1 Gratuities.
The Contractor will not, in connection with this Contract, directly or indirectly (1) offer,
give, or agree to give anything of value to anyone as consideration for any State of
Florida officer's or employee's decision, opinion, recommendation, vote, other exercise
of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to
anyone anything of value for the benefit of, or at the direction or request of, any State of
Florida officer or employee.
10.2 Lobbying.
In accordance with sections 11.062 and 216.347, F.S., Contract funds are not to be used
for the purpose of lobbying the Legislature, the judicial branch, or the Department.
Pursuant to section 287.058(6), F.S., the Contract does not prohibit the Contractor from
lobbying the executive or legislative branch concerning the scope of services,
performance, term, or compensation regarding the Contract after the Contract is
executed and during the Contract term.
10.3 Communications.
10.3.1 Contractor Communication or Disclosure.
The Contractor shall not make any public statements, press releases, publicity releases,
or other similar communications concerning the Contract or its subject matter or
otherwise disclose or permit to be disclosed any of the data or other information
obtained or furnished in compliance with the Contract, without first notifying the
Customer's Contract Manager and securing the Customer's prior written consent.
10.3.2 Use of Customer Statements.
The Contractor shall not use any statement attributable to the Customer or its
employees for the Contractor's promotions, press releases, publicity releases,
marketing, corporate communications, or other similar communications, without first
notifying the Customer's Contract Manager and securing the Customer's prior written
consent.
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SECTION 11. CONTRACT MONITORING.
11.1 Performance Standards.
The Contractor agrees to perform all tasks and provide deliverables as set forth in the
Contract. The Department and the Customer will be entitled at all times, upon request, to
be advised as to the status of work being done by the Contractor and of the details
thereof.
11.2 Performance Deficiencies and Financial Consequences of Non-Performance.
11.2.1 Proposal of Corrective Action Plan.
In addition to the processes set forth in the Contract (e.g., service level agreements), if
the Department or Customer determines that there is a performance deficiency that
requires correction by the Contractor, then the Department or Customer will notify the
Contractor. The correction must be made within a time-frame specified by the
Department or Customer. The Contractor must provide the Department or Customer with
a corrective action plan describing how the Contractor will address all performance
deficiencies identified by the Department or Customer.
11.2.2 Retainage for Unacceptable Corrective Action Plan or Plan Failure.
If the corrective action plan is unacceptable to the Department or Customer, or
implementation of the plan fails to remedy the performance deficiencies, the Department
or Customer will retain ten percent (10%) of the total invoice amount. The retainage will
be withheld until the Contractor resolves the performance deficiencies. If the
performance deficiencies are resolved, the Contractor may invoice the Department or
Customer for the retained amount. If the Contractor fails to resolve the performance
deficiencies, the retained amount will be forfeited to compensate the Department or
Customer for the performance deficiencies.
11.3 Performance Delay.
11.3.1 Notification.
The Contractor will promptly notify the Department or Customer upon becoming aware
of any circumstances that may reasonably be expected to jeopardize the timely and
successful completion (or delivery) of any commodity or contractual service. The
Contractor will use commercially reasonable efforts to avoid or minimize any delays in
performance and will inform the Department or the Customer of the steps the Contractor
is taking or will take to do so, and the projected actual completion (or delivery) time. If
the Contractor believes a delay in performance by the Department or the Customer has
caused or will cause the Contractor to be unable to perform its obligations on time, the
Contractor will promptly so notify the Department and use commercially reasonable
efforts to perform its obligations on time notwithstanding the Department's delay.
11.3.2 Liquidated Damages.
The Contractor acknowledges that delayed performance will damage the
DepartmentCustomer, but by their nature such damages are difficult to ascertain.
Accordingly, the liquidated damages provisions stated in the Contract documents will
apply. Liquidated damages are not intended to be a penalty and are solely intended to
compensate for damages.
11.4 Force Majeure, Notice of Delay, and No Damages for Delay.
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The Contractor will not be responsible for delay resulting from its failure to perform if
neither the fault nor the negligence of the Contractor or its employees or agents
contributed to the delay, and the delay is due directly to fire, explosion, earthquake,
windstorm, flood, radioactive or toxic chemical hazard, war, military hostilities, terrorism,
civil emergency, embargo, riot, strike, violent civil unrest, or other similar cause wholly
beyond the Contractor's reasonable control, or for any of the foregoing that affect
subcontractors or suppliers if no alternate source of supply is available to the Contractor.
The foregoing does not excuse delay which could have been avoided if the Contractor
implemented any risk mitigation required by the Contract. In case of any delay the
Contractor believes is excusable, the Contractor will notify the Department in writing of
the delay or potential delay and describe the cause of the delay either (1) within ten (10)
calendar days after the cause that created or will create the delay first arose, if the
Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is
not reasonably foreseeable, within five (5) calendar days after the date the Contractor
first had reason to believe that a delay could result. The foregoing will constitute the
Contractor's sole remedy or excuse with respect to delay. Providing notice in strict
accordance with this paragraph is a condition precedent to such remedy. No claim for
damages will be asserted by the Contractor. The Contractor will not be entitled to an
increase in the Contract price or payment of any kind from the Department for direct,
indirect, consequential, impact or other costs, expenses or damages, including but not
limited to costs of acceleration or inefficiency, arising because of delay, disruption,
interference, or hindrance from any cause whatsoever. If performance is suspended or
delayed, in whole or in part, due to any of the causes described in this paragraph, after
the causes have ceased to exist the Contractor will perform at no increased cost, unless
the Department determines, in its sole discretion, that the delay will significantly impair
the value of the Contract to the State of Florida or to Customers, in which case the
Department may (1) accept allocated performance or deliveries from the Contractor,
provided that the Contractor grants preferential treatment to Customers and the
Department with respect to commodities or contractual services subjected to allocation,
or (2) purchase from other sources (without recourse to and by the Contractor for the
related costs and expenses) to replace all or part of the commodity or contractual
services that are the subject of the delay, which purchases may be deducted from the
Contract quantity, or (3) terminate the Contract in whole or in part.
SECTION 12. CONTRACT AUDITS.
12.1 Performance or Compliance Audits.
The Department may conduct or have conducted performance and/or compliance audits
of the Contractor and subcontractors as determined by the Department. The Department
may conduct an audit and review all the Contractor's and subcontractors' data and
records that directly relate to the Contract. To the extent necessary to verify the
Contractor's fees and claims for payment under the Contract, the Contractor's
agreements or contracts with subcontractors, partners, or agents of the Contractor,
pertaining to the Contract, may be inspected by the Department upon fifteen (15)
calendar days' notice, during normal working hours and in accordance with the
Contractor's facility access procedures where facility access is required. Release
statements from its subcontractors, partners, or agents are not required for the
Department or its designee to conduct compliance and performance audits on any of the
Contractor's contracts relating to this Contract. The Inspector General, in accordance
with section 5.6, the State of Florida's Chief Financial Officer, the Office of the Auditor
General also have authority to perform audits and inspections.
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12.2 Payment Audit.
Records of costs incurred under terms of the Contract will be maintained in accordance
with section 8.3 of these Special Contract Conditions. Records of costs incurred will
include the Contractor's general accounting records, together with supporting documents
and records of the Contractor and all subcontractors performing work, and all other
records of the Contractor and subcontractors considered necessary by the Department,
the State of Florida's Chief Financial Officer, or the Office of the Auditor General.
SECTION 13. BACKGROUND SCREENING AND SECURITY.
13.1 Background Check.
The Department or Customer may require the Contractor to conduct background checks
of its employees, agents, representatives, and subcontractors as directed by the
Department or Customer. The cost of the background checks will be borne by the
Contractor. The Department or Customer may require the Contractor to exclude the
Contractor's employees, agents, representatives, or subcontractors based on the
background check results. In addition, the Contractor must ensure that all persons have
a responsibility to self-report to the Contractor within three (3) calendar days any arrest
for any disqualifying offense. The Contractor must notify the Contract Manager within
twenty-four (24) hours of all details concerning any reported arrest. Upon the request of
the Department or Customer, the Contractor will re-screen any of its employees, agents,
representatives, and subcontractors during the term of the Contract.
13.2 E-Verify.
The Contractor must use the U.S. Department of Homeland Security's E-Verify system
to verify the employment eligibility of all new employees hired during the term of the
Contract for the services specified in the Contract. The Contractor must also include a
requirement in subcontracts that the subcontractor must utilize the E-Verify system to
verify the employment eligibility of all new employees hired by the subcontractor during
the Contract term. In order to implement this provision, the Contractor must provide a
copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within
five (5) calendar days of Contract execution. If the Contractor is not enrolled in DHS E-
Verify System, it will do so within five (5) calendar days of notice of Contract award and
provide the Contract Manager a copy of its MOU within five (5) calendar days of
Contract execution. The link to E-Verify is https://www.uscis.gov/e-verify. Upon each
Contractor or subcontractor new hire, the Contractor must provide a statement within
five (5) calendar days to the Contract Manager identifying the new hire with its E-Verify
case number.
13.3 Disqualifying Offenses.
If at any time it is determined that a person has been found guilty of a misdemeanor or
felony offense as a result of a trial or has entered a plea of guilty or nolo contendere,
regardless of whether adjudication was withheld, within the last six (6) years from the
date of the court's determination for the crimes listed below, or their equivalent in any
jurisdiction, the Contractor is required to immediately remove that person from any
position with access to State of Florida data or directly performing services under the
Contract. The disqualifying offenses are as follows:
(a) Computer related crimes;
(b) Information technology crimes;
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(c) Fraudulent practices;
(d) False pretenses;
(e) Frauds;
(f) Credit card crimes;
(g) Forgery;
(h) Counterfeiting;
(i) Violations involving checks or drafts;
0) Misuse of medical or personnel records; and
(k) Felony theft.
13.4 Confidentiality.
The Contractor must maintain confidentiality of all confidential data, files, and records
related to the commodities or contractual services provided pursuant to the Contract and
must comply with all state and federal laws, including, but not limited to sections
381.004, 384.29, 392.65, and 456.057, F.S. The Contractor's confidentiality procedures
must be consistent with the most recent version of the Department security policies,
protocols, and procedures. The Contractor must also comply with any applicable
professional standards with respect to confidentiality of information.
SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM.
The Contractor warrants that, to the best of its knowledge, there is no pending or
threatened action, proceeding, or investigation, or any other legal or financial condition,
that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its
Contract obligations. The Contractor warrants that neither it nor any affiliate is currently
on the Suspended Vendor List, Convicted Vendor List, or the Discriminatory Vendor List,
or on any similar list maintained by any other state or the federal government. The
Contractor shall immediately notify the Department in writing if its ability to perform is
compromised in any manner during the term of the Contract.
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�*iii!!`WYORK
Office of General Services
S IATE 01F
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Corning I ower,Emp ire S. as e Fliaza,Allbany,NY 12242 1 Pittps„//og,s.riy.gov/proc..LArerrEerit(cusk)mer services@ogs iny gov 1518 474 6717
Coirvbract Award
Title Group 20070 - Books, Serials, Databases, and Library
Resource Management Products
Classification Code(s): 55&83
Award Number 23260 (Replaces Awards 22868 & 23044)
Contract Period March 22, 2023 to August 31, 2027
Bid Opening Date May 31, 2022
Date of Issue March 22, 2023 (III'0eVsed Juine 6, 2023)
Specification Reference As Incorporated Herein
Contractor Information Appears on Page 2 of this Award
Address Inquiries To:
State Agencies & Vendors Political Subdivisions & Others
Name Katie Jezik Procurement Services
Title Contract Management Specialist Customer Services
Phone 518-473-1069 Phone 518-474-6717
E-mail Katherine.jezik@ogs.ny.gov E-mail customer.services@ogs.ny.gov
Procurement Services values your input.
Complete and return "Contract Performance Report" at end of document.
Description
NOTICE: THIS CONTRACT AWARD NOTIFICATION CONTAINS A SUBSET OF INFORMATION FROM
THE SOLICITATION. CONTRACTS RESULTING FROM SOLICITATION 23260 HAVE BEEN EXECUTED
BY CONTRACT AWARD LETTER. THE CONTRACT AWARD LETTER SETS FORTH THE ORDER OF
PRECEDENCE FOR THE TERMS AND CONDITIONS OF THE EXECUTED CONTRACTS. COMPLETE
CONTRACT DETAILS INCLUDING TERMS AND CONDITIONS CAN BE FOUND IN THE SOLICITATION
DOCUMENT DATED REVISED MAY 13, 2022.
This contract provides Authorized Users with a means of acquiring Books, Serials, Databases, and Library
Resource Management Products and Services.
Lot 1 — Printed Publications and Non-Print Library Materials, including books, non-serial publications,
print periodicals, non-print library materials, and related optional Products and services.
Lot 2 — Electronic Publications, including electronic periodicals, eBooks, streaming audio and video
content, datasets, and related optional Products and services.
Lot 3 — Databases, including databases, subscription online resources, and related optional Products and
services.
Lot 4 — Library Resource Management and Research Support Products, including holdings
management products, electronic resource management systems, resource sharing or document delivery
request systems, products designed to support the research and data needs of libraries,and related optional
Products and services.
I This Award has 0% MBE, 0% WBE, and 0% SDVOB goal requirements.
PR#23260
(continued)
23260ra02 619
GROUP 20070 -Books, Serials, Databases, and Library Resource AWARD PAGE 2
Management Products
CONTRACT# CONTRACTOR FED.IDENT.# NYS VENDOR ID#
PC69884 A to Z Books, LLC 81-5246779 1100217931
PC69885 ABDO Publishing 41-1699406 1000044840
PC69887 ALM Global, LLC 13-3273851 1000038916
PC69888 American Reading Company, Inc. 23-2965253 1000034881
PC69889 Baker&Taylor, LLC 87-3321348 1100286972
PC69890 Barnes & Noble Booksellers Inc. 13-4030389 1000046258
PC69891 Baum & Beaulieu Associates, Inc. dba 20-3856165 1000044342
BaumBooks
PC69892 Bedford, Freeman &Worth Publishing Group, 13-4047598 1100277980
LLC
PC69893 Bellwether Media Inc. dba Bellwether Media 54-2181319 1100272624
PC69894 Bound to Stay Bound Books, Inc. 37-0439010 1000044797
PC69895 Brodart Co. 23-2248758 1000008909
PC69896 Cavendish Square Publishing LLC 46-1843778 1100095985
PC69897 CBM LLC dba Cherry Lake Publishing/dba 20-5654413 1100105824
Sleeping Bear Press
PC69898 Cengage Learning, Inc. 59-2124491 1000009563
PC69899 Central Programs Inc dba Gumdrop Books 43-1057878 1000044854
PC69905 Children's Plus, Inc. 36-4078966 1100005432
PC69906 Complete Book and Media Supply, LLC 74-2852244 1100005453
PC69921 Coughlan Companies LLC dba Capstone 82-4045107 1100210642
PC69910 Cox Subscriptions, Inc. dba WT Cox Information 56-1352557 1000018262
Services
PC69911 Delaney Educational Enterprises Inc. 82-1533684 1100193784
PC69912 EBSCO Information Services, LLC 63-6014186 1100277389
PC69960 Elsevier B.V. 98-0389477 1000056131
PC69913 Encyclopaedia Britannica, Inc. 36-2063569 1000040643
PC69914 Follett Content Solutions, LLC 87-1936353 1100285093
PC69915 Follett School Solutions, LLC 41-1426933 1100113853
PC69916 Gareth Stevens Publishing LLLP 27-0404519 1100104699
PC69918 Garrett Operating Company LLC dba Garrett 81-1079220 1100159732
Book Company
PC69919 GL Group, Inc., dba Booksource 43-1018725 1100102035
PC69959 Greenwood Publishing Group LLC 04-1456030 1100277979
dba Heinemann
(continued)
23260ra02 620
GROUP 20070 -Books, Serials, Databases, and Library Resource AWARD PAGE 3
Management Products
CONTRACT# CONTRACTOR FED.IDENT.# NYS VENDOR ID#
PC69920 Grey House Publishing, Inc. 13-3044945 1000026400
PC69922 Hertzberg-New Method, Inc. dba Perma-bound 37-1001726 1000009226
Books
PC69923 IB Source, Inc. 33-1043797 1100273337
PC69924 Infobase Holdings Inc dba Infobase, Facts-On- 13-3720604 1000026795
File, Firsthand
I C.70056 iqk)�JSA ` urvlkefiin , Iinc (A sUbsl6ary(f IDat 4.7 0794710 1000040 2�3
PC69925 Ingram Library Services LLC 62-0673043 1100277601
1:C69926 iiqsiigiiqua Software Corporation €3 0379116 11002750 37
PC69928 JJP Consulting LLC dba JJP Books 82-5291738 1100240164
PC69929 John Wiley&Sons, Inc. 13-5593032 1000013590
PC69930 Lakeshore Learning Materials, LLC 87-2802658 1100276096
PC69931 Lee & Low Books Inc. dba Bebop Books 13-3599568 1100126193
PC69932 Lerner Publishing Group 41-0833899 1000044837
PC69933 LexisNexis Risk Solutions FL Inc. 41-1815880 1100007031
PC69934 License Monitor II, LLC 87-1354771 1100265889
PC69935 Mackin Book Company dba Mackin Educational 41-1658426 1000017902
Resources
PC69936 Main Street Book Shop Inc. 13-2531130 1000043508
PC69937 Midwest Library Service, Inc. 43-0834505 1000009339
PC69938 Midwest Tape, LLC 37-1499686 1000009233
PC69939 MT Library Services Inc. DBA Junior Library 59-3263895 1000009577
Guild
PC69940 Otto Harrassowitz GmbH &Co. KG 98-0423753 1000009840
PC69941 Perfection Learning Corporation 42-0895541 1000009325
l:wC6994 :IuIr iq , inc 94...3342517 1100173 34
PC69943 ProQuest LLC 52-1261256 1100281416
PC69947 Rainbow Books, Inc. 61-1846102 1100189966
PC69945 RELX Inc., dba LexisNexis, a division of RELX 52-1471842 1000004904
Inc.
PC69946 Sage Publications Inc. dba SAGE Publishing 95-2454902 1000018802
PC69948 Scholastic Inc. 13-1824190 1000006121
l:wC69949 upeurvk)r-.I.ext, II...II...0 �A 170 3731 1 1001 70101
PC69950 Sussman Education Company, Inc. 11-2270606 1000024088
PC69951 Tel/Logic Inc. dba Textbook Central 11-2907068 1000011968
PC69952 Textbook Warehouse, LLC 20-2080039 1100024287
PC69953 The Penworthy Company LLC 81-2043142 1100210559
PC69954 The Rosen Publishing Group Inc. 13-3129750 1100001011
PC69955 West Publishing Corporation, dba West, a 41-1426973 1000004857
Thomson Reuters business
PC69956 Whole Phonics Inc. 85-1701635 1100273430
PC69957 William S. Hein &Co., Inc. 16-0878492 1000007570
(continued)
23260ra02 621
GROUP 20070 -Books, Serials, Databases, and Library Resource AWARD PAGE 4
Management Products
For complete Contractor contract information and Pricing information for this Award, please see the
Contractor Information page located on the OGS Website at:
http://online.ogs.ny.gov/purchase/spg/awards/2007023260Can.htm
Cash Discount, If Shown, Should be Given Special Attention.
INVOICES MUST BE SENT DIRECTLY TO THE ORDERING AGENCY FOR PAYMENT.
(See "Contract Payments"and "Electronic Payments in this document.)
AGENCIES SHOULD NOTIFY PROCUREMENT SERVICES PROMPTLY IF THE CONTRACTOR FAILS
TO MEET DELIVERY OR OTHER TERMS OF THIS CONTRACT. PRODUCTS OR SERVICES WHICH DO
NOT COMPLY WITH THE SPECIFICATIONS OR ARE OTHERWISE UNSATISFACTORY TO THE
AGENCY SHOULD ALSO BE REPORTED TO PROCUREMENT SERVICES.
SMALL, MINORITY AND WOMEN-OWNED BUSINESSES:
The letters SB listed under the Contract Number indicate the contractor is a NYS small business.
Additionally, the letters MBE and WBE indicate the contractor is a Minority-owned Business Enterprise
and/or Woman-owned Business Enterprise.
RECYCLED, REMANUFACTURED AND ENERGY EFFICIENT PRODUCTS:
Procurement Services supports and encourages the purchase of recycled, remanufactured, energy
efficient and "energy star" products. If one of the following codes appears as a suffix in the Award
Number or is noted under the individual Contract Number(s) in this Contract Award Notification, please
look at the individual awarded items for more information on products meeting the suffix description.
RS, RP, RA Recycled
RM Remanufactured
SW Solid Waste Impact
EE Energy Efficient
E* EPA Energy Star
ES Environmentally Sensitive
NOTE TO AUTHORIZED USERS:
When placing purchase orders under the contract(s), the Authorized User should be familiar with and
follow the terms and conditions governing its use which usually appear at the end of this document.
The Authorized User is accountable and responsible for compliance with the requirements of public
procurement processes. The Authorized User must periodically sample the results of its procurements
to determine its compliance. In sampling its procurements, an Authorized User should test for
reasonableness of results to ensure that such results can withstand public scrutiny.
The Authorized User, when purchasing from OGS contracts, should hold the contractor accountable
for contract compliance and meeting the contract terms, conditions, specifications, and other
requirements. Also, in recognition of market fluctuations over time, Authorized Users are encouraged
to seek improved pricing whenever possible.
Authorized users have the responsibility to document purchases, particularly when using OGS multiple
award contracts for the same or similar product(s)/service(s), which should include:
• a statement of need and associated requirements,
• a summary of the contract alternatives considered for the purchase,
• the reason(s)supporting the resulting purchase (e.g., show the basis for the selection among
multiple contracts at the time of purchase was the most practical and economical alternative and
was in the best interests of the State).
(continued)
23260ra02 622
GROUP 20070 -Books, Serials, Databases, and Library Resource AWARD PAGE 5
Management Products
ORDER OF PRECEDENCE:
The list of documents below addresses clarifications agreed to by the Contractor and the Office of
General Services (OGS)and resolved by the parties and set forth herein in an order of precedence for
the Contract award. The documents listed below were included in Solicitation 23260 or provided by the
Contractor. Unless otherwise set forth in the procurement or contract documents, conflicts among
documents shall be resolved in the following order of precedence:
1. Appendix A(October 2019), Standard Clauses for NYS Contracts (previously provided);
2. Contract Award Letter;
3. Clarifications to Bid documents dated May 13, 2022 (previously provided);
4. Solicitation#23260;
5. Appendix B (April 2016), General Specifications;
6. Attachment 1 — Pricing;
7. Attachment 4— Insurance Requirements;
8. Appendix D— Federal Funding Agencies Mandatory Terms and Conditions;
9. Appendix C—Primary Security and Privacy Mandates;
10. Attachment 8—Report of Contract Usage;
11. All other appendices and attachments to the Solicitation;
12. Contractor's Bid Prices for the Products and services awarded under the above-referenced
contract number;
13. Contractor's Bid.
OVERVIEW:
This Contract is issued by the New York State ("NYS")Office of General Services ("OGS"),
Procurement Services for Books, Serials, Databases, and Library Resource Management Products as
specified herein for all Authorized Users eligible to purchase through this Contract. References to the
State and its Agencies or Non-State Agencies as Authorized Users under this Contract encompass and
include all such entities within the definition of"Authorized User" set forth in State Finance Law
§163(1)(k). Products for purchase by all Authorized Users are described in the Section titled Scope.
Procurement Instructions describing requirements for Authorized Users to purchase from the
Centralized Contract are found in the Section titled, Procurement Instructions to Authorized Users.
ESTIMATED QUANTITIES:
All quantities or dollar values listed within this Contract are estimates. No specific quantities are
represented or guaranteed and the State provides no guarantee of individual Authorized User
participation. The Contractor must furnish all quantities actually ordered at or below the Contract prices.
The anticipated dollar value of the award for this contract award, based on historical purchases under
previous awards, is approximately$130,000,000 annually. The individual value of each resultant
Contract is indeterminate and will depend upon the number of Contracts issued and the
competitiveness of the pricing offered. Authorized Users will be encouraged to purchase from
Contractors who offer the Products and pricing that best meet their needs in the most practical and
economical manner. See Appendix B, Estimated/Specific Quantity Contracts and Participation in
Centralized Contracts.
Numerous factors could cause the actual quantities of Products purchased under a Contract to vary
substantially from the estimates. Such factors include, but are not limited to, the following:
• Such Contracts may be non-exclusive Contracts.
• There is no guarantee of quantities to be purchased, nor is there any guarantee that demand will
continue in any manner consistent with previous purchases.
• The individual value of each Contract is indeterminate and will depend upon actual Authorized
User demand and actual quantities ordered during the contract period.
• The State reserves the right to terminate any Contract for cause or convenience prior to the end of
the term pursuant to the terms and conditions of the Contract.
• Contract pricing that is lower than anticipated could result in a higher quantity of purchases by
Authorized Users than anticipated.
(continued)
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• Contract pricing that is higher than anticipated could result in a lower quantity of purchases by
Authorized Users than anticipated.
In Procurement Service's experience, depending on the price of a particular item, the actual volume of
purchases for that item could be substantially in excess of, or substantially below, estimated volumes.
Specifically, if actual Contract pricing is lower than anticipated or historical pricing, actual quantities
purchased could be substantially greater than the estimates; conversely, if actual contract pricing is
higher than anticipated or historical pricing, actual quantities purchased could be substantially lower
than the estimates. Contractor acknowledges the foregoing and agrees that actual good faith
purchasing volumes during the term of the Contract could vary substantially from the
estimates/historical values provided in this Contract.
DEFINITIONS:
Terms used in the Contract documents that have a capitalized first letter shall be defined in accordance
with Appendix B, §2 Definitions,which is hereby incorporated by reference. The following definitions
shall apply:
Term Definition
Aggregator A bibliographic service that provides online access to the digital full-text
of library materials, including Periodicals, monographs, and media,
published by different Publishers. See also, Database Publisher.
Authorized User Authorized User Agreement shall mean the Purchase Order and/or
Agreement such other documents memorializing the Contractor's obligations with
respect to a given transaction issued by an Authorized User.
Back File Access The ability to access information within a resource before a
subscription period begins.
Business Day Monday through Friday from 8:00 AM—5:00 PM ET, excluding New
York State and federal holidays.
Concurrent Users Specified number of simultaneous End Users accessing an Electronic
Publication or Database.
Concurrent Use License Where licensing of Electronic Publications is based upon Concurrent
Users, the Contractor shall obtain from the Publisher the right of the
Authorized User to obtain license rights to the specified number of
Concurrent Users actually executing the licensed programs, without
reference to location or named End Users.
Continuing Directory A list of people, companies, institutions, organizations, etc., in
alphabetical or classified order, providing contact information (names,
addresses, phone/fax numbers, etc.)and other pertinent details
(affiliations, conferences, Publications, membership, etc.) in brief
format, often published serially (not complete as first issued and
intended to be ongoing, though not necessarily indefinitely).
Customization Changes to the function, layout and/or appearance of a Database that
does not alter the Database content.
Database A large, regularly updated file of digitized information (bibliographic
records, abstracts, full-text documents, directory entries, images,
statistics, etc.) related to a specific subject or field, consisting of
records of uniform format organized for ease and speed of search and
retrieval and managed with the aid of Database management system
(DBMS)software. Content is created by the Database producer who
leases the content to one or more Database vendors that provide
electronic access to the data after it has been converted to machine-
readable form, using proprietary search software.
(continued)
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Term Definition
Database Publisher Company that uses specialized techniques to generate documents
from source data and provide to End Users through a Database. See
also, Aggregator.
Electronic Publication A work in digital form capable of being read or otherwise perceived,
distributed to the public electronically. Includes electronic Journals and
e-prints, electronic Magazines and Newspapers, electronic books, and
websites. Some Electronic Publications are online versions of print
Publications; others are born digital. Synonymous with e-publication.
End User Shall mean those persons who are permitted by the Authorized User to
have access to an Electronic Publication or Database.
Fair Use Shall mean acceptable use under the Copyright Revision Act 1976 as
amended subsequently provided that such rights are exercised in
accordance with Sections 107 and 108 of the Act.
Full Text Database Contains the complete text of any documents (e.g., books, Journals,
Newspapers, Magazines).
Full Time Equivalent For State Agencies and Authorized Users not otherwise identified, the
(FTE) number of full-time employees shall be the number of FTEs; for a
higher educational institution, it shall refer to the student enrollment
expressed as the number of full-time students; for K-12 educational
institutions, each student shall be considered one (1) FTE; for public
libraries, the census population served shall be deemed to be the
number of FTEs.
International Standard A unique ten or thirteen-digit numerical commercial book identifier
Book Number(ISBN) assigned to identify each edition or manifestation of a work.
International Standard A unique eight-digit standard number assigned by the International
Serial Number (ISSN) Serials Data System (ISDS)to identify a specific Serial title. The ISSN
is usually given in the masthead of each issue or on the copyright page
of each volume or part of a series. When a continuing resource
undergoes a title change, a new ISSN is assigned.
Journal A Periodical devoted to disseminating original research and
commentary on current developments in a specific discipline, sub-
discipline, or field of study, usually published in quarterly, bimonthly, or
monthly issues sold by subscription. Journal articles are usually written
by the person (or persons)who conducted the research. Longer than
most Magazine articles, they almost always include a bibliography or
list of works cited at the end.
Licensing Agreement An agreement between an Authorized User and a Contractor for the
use of a product, usually for a fixed period of time, in exchange for
payment.
List Price The undiscounted price at which a new Publication is offered for sale to
the public, established by the Publisher at the time the edition is issued.
The List Price is quoted in the Publisher's catalog and printed on the
front flap of the dust jacket in hardcover editions and usually on the
back cover in softcover editions. Discounts offered to libraries,
booksellers, and jobbers are computed as a percentage off List Price.
Synonymous with published price, suggested retail price, and sticker
price.
(continued)
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Term Definition
Magazine A popular interest Periodical usually containing articles on a variety of
topics, written by various authors in a nonscholarly style. Most
Magazines are heavily illustrated, contain advertising, and are printed
on glossy paper. Articles are usually short (less than five pages long),
frequently unsigned, and do not include a bibliography or list of
references for further reading. Most Magazines are issued monthly or
weekly for sale at newsstands, in bookstores, and by subscription.
MWBE A business certified with NYS Empire State Development (ESD)as a
Minority and/or Women-owned Business Enterprise.
N/A A common abbreviation for not applicable or not available, used to
indicate when information in a certain field on a table is not provided,
either because it does not apply to a particular case in question or
because it is not available.
National Public Entities Defined as State Governments, the Federal Government, Local
Governments, cities, towns, school districts, libraries, police and fire
departments, and other political subdivisions.
Net Price List Price less all applicable discounts or inclusive of Service Charges;
the price paid by Authorized Users of the resultant Contract.
Newspaper A Serial Publication, issued daily, on certain days of the week, or
weekly, containing news, editorial comment, regular columns, letters to
the editor, cartoons, advertising, and other items of current and often
local interest to a general readership.
NYS Holidays Legal holidays for State employees in the classified service of the
executive branch, as more particularly specified on the website of the
NYS Department of Civil Service. This includes the following: New
Year's Day; Dr. Martin Luther King, Jr. Day; Washington's Birthday
(observed); Memorial Day; Juneteenth; Independence Day; Labor Day;
Columbus Day; Veterans' Day; Thanksgiving Day; and Christmas Day.
NYS Vendor ID Refers to the unique ten-character identifier issued by the NYS Office
of the State Comptroller (OSC)when the vendor is registered on the
Vendor File System.
Optional Products and Refer to supplementary Products and services that enhance or support
Services the provision of library materials identified to be within scope. This may
include stamps; call numbers or routing labels; barcoding; security
strips; processing of library materials or Journals, including affixing date
and property; shipment consolidation, and MARC (Machine-Readable
Cataloging) records and updates.
(continued)
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Term Definition
Periodical A Serial Publication with its own distinctive title, containing a mix of
articles, editorials, reviews, columns, short stories, poems, or other
short works written by more than one contributor, issued in softcover
more than once, generally at regular stated intervals of less than a
year, without prior decision as to when the final issue will appear.
Although each issue is complete in itself, its relationship to preceding
issues is indicated by enumeration, usually issue number and volume
number printed on the front cover. Content is controlled by an editor or
editorial board. Includes Magazines sold on subscription and at
newsstands; Journals, sold on subscription and/or distributed to
members of scholarly societies and professional associations; and
newsletters, but not proceedings or the other regular Publications of
corporate bodies as they relate primarily to meetings.
Preferred Source Those Products that have been approved in accordance with New York
Products State Finance Law § 162.
Preferred Source Program The special social and economic goals set by New York State in State
Finance Law § 162 that require a governmental entity purchase select
Products from designated organizations when the Products meet the
"form, function and utility" requirements of the governmental entity.
Under State Finance Law § 163, purchases of Products from Preferred
Sources are given the highest priority and are exempt from the
competitive bidding requirements. The New York State Preferred
Sources include: The Correctional Industries Program of the
Department of Corrections and Community Supervision ("Corcraft");
New York State Preferred Source Program for People Who Are Blind
("NYSPSP"); and the New York State Industries for the Disabled
("NYSID"). These requirements apply to State Agencies, political
subdivisions and public benefit corporations (including most public
authorities).
Procurement Services Business unit of OGS, formerly known as New York State Procurement
("NYSPro") and Procurement Services Group ("PSG').
Publication Refers to a work capable of being read or otherwise perceived (e.g.,
book, audio recording, video recording, etc.), issued by a Publisher for
sale to the general public, usually in multiple copies and sometimes in
multiple editions.
Publisher A person or corporate entity that prepares and issues digital or print
materials for public sale or distribution, normally on the basis of a legal
contract in which the Publisher is granted certain exclusive rights in
exchange for assuming the financial risk of publication and agreeing to
compensate the author, usually with a share of the profits.
Request For Quotation As defined in Section 2 of Appendix B.
(RFQ)
Subject Specific Database This includes information from academic or scholarly Journals and
trade or professional Publications.
Serial Publication in any medium issued under the same title in a succession
of discrete parts, usually numbered (or dated) and appearing at regular
or irregular intervals with no predetermined conclusion. Serials may be
purchased individually, in combination with other titles, or as large
collections of titles (particularly when purchased electronically).
(continued)
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Term Definition
Server Shall mean the computer system(s)on which Electronic Publications or
Databases reside and through which End Users gain access to the
Electronic Publications or Databases.
Service Charge A fee charged by a Subscription Agent for filling orders for Periodical
subscriptions, usually 5 to 10 percent of the total annual amount paid
by the library for subscriptions.
SDVOB A NYS-certified Service-Disabled Veteran-Owned Business.
Subscription Agent A company in the business of providing centralized Serial subscription
or Database Access services to Authorized Users such as libraries to
relieve them of the time-consuming task of dealing with Publishers
individually.
Trade Book An edition produced by a trade publisher in hardcover and/or
paperback publisher's binding for sale to quality booksellers and
libraries. Trade editions are published for the general reader, rather
than a specific segment of the market.
In addition to the above definitions, the following terms are defined as follows regardless of whether
they are or are not capitalized:
May Denotes the permissive in a Contract clause or specification. Refers
to items or information that the State has deemed are worthy of
obtaining, but not required or obligatory. Also, see "Should".
Must Denotes the imperative in a Contract clause or specification. Means
required - being determinative/mandatory, as well as imperative.
Also, see "Shall.".
Shall Denotes the imperative in a Contract clause or specification. Means
required - being determinative/mandatory, as well as imperative.
Also, see "Must.".
Should Denotes the permissive in a Contract clause or specification. Refers
to items or information that the State has deemed are worthy of
obtaining, but not required or obligatory. Also, see "May".
SCOPE:
These Contracts are to provide Authorized Users with a means of acquiring Books, Serials,
Databases, and Library Resource Management Products.
This Solicitation contains a total of four (4) Lots:
Lot 1 —Printed Publications and Non-Print Library Materials
Lot 2—Electronic Publications
Lot 3—Databases
Lot 4—Library Resource Management and Research Support Products
Lot 1 -Printed Publications and Non-Print Library Materials
1. Books and Non-Periodical Serial Publications, including, but not limited to: domestic and foreign
Publications; textbooks; books in print; books out-of-print; pre-bound books; Braille books; Large
print books; rare books; legal books and materials; business/economics/finance books; social
science/humanities books; science/engineering books; medical books; academic books;
encyclopedias; continuations; ephemeral Publications; pamphlets (bound and unbound);
government documents; annuals (reports, yearbooks, etc.); Continuing Directories; proceedings
and transactions; numbered and unnumbered monographic series and sets; musical scores; and
sheet music. Print materials may be purchased via blanket order or standing order. Printed
Publications may be bundled with Electronic Publications if the Contractor has been awarded
both Lots 1 and 2.
(continued)
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2. Print Periodicals, including, but not limited to: Newspapers, Magazines, and Journals. Print
materials may be bundled with electronic materials if the Contractor has been awarded both Lots
1 and 2.
3. Non-Print Library Materials, including, but not limited to: abridged and unabridged audiobooks,
CD/DVD and MP3/MP4 format; microforms; DVD and Blu-ray (i.e., motion pictures, videos);
compact discs; CD-ROMs (no online services); microcomputer software (educational);
maps/globes/atlases/charts; video games; and audio visual materials.
4. Related Optional Products and Services, including supplementary value-added services, such
as: cataloging and processing (including shelf-ready items); stamps; call numbers; routing labels;
spine labels; barcode labels; security strips; Machine-Readable Cataloging (MARC) records and
updates; binding and rebinding; shipment consolidation; mylar covers; due date slip/circulation
cards and pockets; and reading program labels.
Lot 2 - Electronic Publications
1. Electronic Periodicals, including, but not limited to: Newspapers; Magazines; Journals; and
Journal packages. Electronic materials may be bundled with print materials if the Contractor has
been awarded both Lots 1 and 2.
2. eBooks, including, but not limited to: subscription-based and perpetual access purchases.
eBooks may be purchased via blanket order or standing order. Electronic Publications may be
bundled with Printed Publications if the Contractor has been awarded both Lots 1 and 2.
3. Streaming Audio and Video Content, including, but not limited to: subscription-based, time-
defined license, and perpetual access purchases.
4. Datasets.
5. Related Optional Products and Services, including supplementary value-added services, such
as: cataloging and processing; Machine-Readable Cataloging (MARC) records and updates; and
hosting fees.
Lot 3 -Databases
1. Databases and Subscription Online Resources, including, but not limited to: Full-Text
Databases; abstracting & indexing Databases; numeric Databases; general interest Databases;
Subject Specific Databases and online resources; Database files; eBook databases; streaming
audio and video Databases; and subscription online resources offering library subscriptions.
2. Related Optional Products and Services, including supplementary value-added services, such
as: hosting fees, Database Customization, or Machine-Readable Cataloging (MARC) records
and updates.
Lot 4-Library Resource Management and Research Support Products
1. Holdings Management Products, including, but not limited to: Integrated Library Systems; Library
Services Platforms; Discovery tools; and cataloging subscriptions.
2. Electronic Resource Management Systems, including, but not limited to: authentication systems
and link resolvers; Electronic Resource Management (ERM)tools; Serials and scholarly
Publication ranking services and Publication management systems; systems to manage and
feature Publications, including repositories, scholarly management solutions, and faculty
Publication profile management solutions; usage and analysis tools; and A-Z lists.
3. Resource Sharing or Document Delivery Request Systems, Providers, and Networks.
(continued)
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4. Products designed to facilitate efficient delivery of library services and to support the research
and data needs of libraries.
5. Related Optional Products and Services, including supplementary value-added services, such
as: enhanced support and hosting fees.
PROCUREMENT INSTRUCTIONS TO AUTHORIZED USERS:
The Contracts are centralized Contracts issued under a multiple-award structure. Products offered under
the Contracts, pricing, and other Contract information are posted to the OGS website or the awarded
Contractors' dedicated NYS websites. Authorized Users shall procure Products that best meet their form,
function and utility requirements.
Pursuant to State Finance Law § 163(10)(c), at the time of purchase, Authorized Users must base their
selection among multiple Contracts upon which is the most practical and economical alternative that is in
the best interests of the State.
1. Before proceeding with a purchase, Authorized Users shall check the list of Preferred Source
offerings. Authorized Users are reminded that they must comply with State Finance Law §162,
which requires that agencies afford first priority to the commodities of Preferred Source suppliers
such as Correctional Industries (Corcraft), NYS Preferred Source Program for People Who are
Blind (NYSPSP), and NYS Industries for the Disabled (NYSID)when such commodities meet the
form, function and utility of the Authorized User.
2. Where products are not available from Preferred Source suppliers in the form, function and utility
required by the Authorized User, Authorized Users shall purchase from the centralized Contracts
awarded under this Solicitation. The basis for selection among multiple contracts at the time of
purchase shall be the most practical and economic alternative and shall be in the best interests of
the State. Therefore, Authorized Users should obtain quotes from at least three (3)Contractors
prior to issuing a Purchase Order for contract purchases to ensure that the Authorized User is
receiving the best possible pricing. When soliciting RFQs from Contractors or submitting
Purchase Orders, Authorized User should specify any federal and state laws, rules and
regulations, policies, standards, and guidelines that the Contractor is required to comply with
under a resultant purchase pursuant to Appendix C, Primary Security and Privacy Mandates.
3. When placing orders under the Contract(s), the Authorized User should be familiar with and follow
the terms and conditions governing its use. The Authorized User is accountable and responsible
for compliance with the requirements of public procurement processes. The Authorized User,
when purchasing from OGS Contracts, should hold the Contractor accountable for Contract
compliance and meeting the Contract terms, conditions, specifications, and other requirements.
Any federal and state laws, rules and regulations, policies, standards, and guidelines that the
Contractor is required to comply with pursuant to Appendix C, Primary Security and Privacy
Mandates, should be specified in the Authorized User Agreement. Additionally, in recognition of
market fluctuations over time, Authorized Users are encouraged to seek improved pricing
whenever possible.
Authorized Users have the responsibility to document purchases which should include:
• Statement of need and associated requirements;
• Obtaining all necessary prior approvals;
• A summary of the Contract alternatives considered for the purchase; and
• The reason(s)supporting the resulting purchase (e.g., show that basis for the selection among
multiple Contracts at the time of purchase was the most practical and economical alternative
and was in the best interests of the State).
(continued)
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4. Authorized Users will issue Purchase Orders directly to the Contractor, specifying any
shipping/delivery requirements and/or Statements of Work (if applicable).
5. Upon Authorized User acceptance of Products itemized on the Purchase Order, Contractor will
invoice Authorized User for any portion of Products accepted, and accordingly, Authorized User
will arrange for payment. Contractor shall provide itemized invoicing for all Products.
6. Pursuant to Product Performance Requirements, Contractor is required to 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.Authorized User should review such information during the RFQ process or prior to
ordering Products and services. Documents that 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.Any additional licensing terms agreed to by the Authorized
User shall not conflict with Appendix A, this Solicitation, any resultant Contract, or Appendix B.Any
such conflicting terms shall be void and unenforceable.
PRICE:
Price shall include all customs duties and charges and shall be net, F.O.B. destination to any point in
New York State as designated by the Authorized User and shall include all transportation charges and
inside delivery for printed Publications. Upon mutual agreement, delivery locations may be expanded
per the "Extension of Use" clause.
The Contractor's price should include all costs associated with selling the product. No shipping charges
are allowed EXCEPT on printed foreign Publications shipped directly to the Authorized User from an
address outside the 48 contiguous US states including the District of Columbia. Foreign shipping costs
shall be prepaid by the Contractor and added to the invoice and all such orders shall be shipped on
F.O.B. destination by the most economical method. Contractor shall be required to quote shipping costs
for foreign Publications upon request by the Authorized User prior to order placement. There shall be no
increase in Contract prices for freight, shipping (foreign shipments excepted as noted above), fuel or
other surcharges, FPT (Freight Pass Through), etc. during the term of the Contract.
Authorized Users may be charged additional fees, which include licensing fees, platform fees, etc. in
excess of the base subscription fee for Electronic Publications. However, any additional fess shall only
be those charges passed on by the Publishers and shall not include any additional fees charged by the
Contractors for such services. The Authorized User must be notified of all such fees at the time of
purchase. Fees that are not told to the Authorized User at the time of purchase shall be paid by the
Contractor.
Contractor's pricing information is included in the posted Pricelist linked from the Contractor Information
page.
VOLUME DISCOUNTS:
Contractor may offer volume discounts using the thresholds listed on each Contractor's Information
Page.
PREPAYMENT PLAN DISCOUNTS:
Contractor may offer Prepayment Plan Discounts using the thresholds listed on each Contractor's
Information Page.
PROMPT PAYMENT DISCOUNTS:
Contractor may offer prompt payment discounts at the transaction level. Please refer to the Contractor's
Information Page.
(continued)
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MINIMUM ORDER:
The minimum order for Lot 1 items on this Contract shall be $100.00. Contractor may elect to honor
orders for less than the minimum order; however, no additional charges shall be allowed. There is no
minimum order requirement for Lots 2, 3, or 4.
PURCHASING CARD:
If the Contractor accepts orders using the State's Purchasing Card (see Appendix B, Purchasing Card),
also referred to as the Procurement Card, the Contractor shall not charge or bill the Authorized User for
any additional charges related to the use of the Purchasing Card, including but not limited to processing
charges, surcharges or other fees.
ORDERS:
Purchase Orders shall be made in accordance with the terms set forth in Appendix B, Purchase
Orders. Authorized Users may submit orders over the phone, and, if available, may submit orders
electronically via web-based ordering, e-mail, or facsimile at any time. Orders submitted shall be
deemed received by Contractor on the date submitted.
All orders shall reference Contract number, requisition, and/or Purchase Order number(if applicable).
Upon Contractor's receipt of an order, confirmation is to be provided to the Authorized User
electronically or via facsimile. Order confirmation should be sufficiently detailed, and include, at a
minimum, purchase price, date of order, delivery information (if applicable), Authorized User name,
and sales representative (if applicable).
WEB-BASED ORDERS:
The State encourages the Contractor to establish and maintain a dedicated NYS website specifically
for the resulting Contract that has a web-based ordering system with the capability of receiving
electronic orders from over 5,000 Authorized Users via the internet. The web-based ordering system
shall have full order inquiry capabilities and shall acknowledge receipt of an Authorized User's order.
Contractor shall be required to post a copy of Contract Pricing, in both Excel and PDF formats on the
website. The website link(s)will be listed under the Contractor information on the OGS website. The
Contractor's website will be the responsibility of the Contractor to maintain and keep updated. The
State reserves the right to request demonstrations of the Contractor's website.
The web-based ordering system should be capable of controlling, documenting, and reporting on the
following minimum data elements:
• Contractor Name and Address
• Contract Number
• Ordering Agency/Facility/Political Subdivision, etc. and Address
• Purchase Order/Requisition Numbers
• Contact (individual placing order)
• Delivery Location
• Delivery Instructions
• Stock Number
• Manufacturer
• Description
• Unit of Measure
• List Price (unit)
• Net Price (unit)
PRODUCT DELIVERY:
Delivery of all Contract Products shall be made in accordance with Appendix B, Product Delivery and
Shipping/Receipt of Product.
(continued)
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BACKORDERING:
Backordering shall be permissible only when authorized by the ordering Authorized User. Contractor
shall make commercially reasonable efforts to complete orders within the guaranteed delivery period
offered.
PACKING SLIPS:
A legible packing slip and/or Purchase Order copy must accompany each shipment of printed Books
and Non-Print library materials. The carton containing packing slip must be so marked.
LABELING
Number of packages in a single shipment of printed Books and Non-Print library materials must be
marked on outside of each carton. Purchase Order numbers, where required by the ordering Authorized
User, must appear on the outside of each carton delivered.
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 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.
Any credit or refund shall be applied against the next bill/invoice submitted by the Contractor to the
Authorized User. If no credit or refund, or only a partial credit or refund, is made in such fashion, the
Contractor shall pay to the Authorized User the amount of such credit or refund or portion thereof still
outstanding, within 30 calendar days of demand.
INVOICING AND PAYMENT:
Invoicing and payment shall be made in accordance with the terms set forth in Appendix B, Contract
Invoicing.
The invoice 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. At a minimum, the following
fields must be included on each invoice:
• Contractor Name
• NYS Vendor ID
• NYS Contract Number
• Authorized User name
• Authorized User's Purchase Order Number(if applicable)
• Description of Products and Services
• Invoice Date
• Invoice Number
• Unit Price(s)
• Invoice Amount
• Payment terms being offered, if other than Net 30
• Any other information or substantiating documentation the Authorized User may reasonably
require.
Cost centers or branch offices within an Authorized User may require separate invoicing as specified by
each Authorized User. The Contractor's billing system shall be flexible enough to meet the needs of
(continued)
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varying ordering systems in use by different Authorized Users. Visit the following link for further guidance
for vendors on invoicing: https:Hbsc.ogs.ny.gov/nys-vendors.
Printed and Electronic Serials Invoicing and Payments
The following terms and conditions apply to Printed and Electronic Serials Products:
1. The Contractor may offer an early prepayment discount. Annually, the Contractor shall specify the
percentages of discount offered and the deadlines for early payment. Subscriptions may be prepaid
for up to three years for Authorized Users legally empowered to make advance payments.
2. The Contractor shall provide annual renewal invoice(s)and indicate if such invoices are available
electronically.
3. The Contractor shall provide supplemental invoices for"bill as" published titles, for"bill later" titles,
for new orders, etc., based on agreement with Authorized User.
4. The Contractor shall provide up to three copies of all invoices if requested by an Authorized User.
5. Increases in subscription price shall be allowed if correction in cost is required due to Publisher's
change in price.
6. Decreases in subscription price shall be refunded or credited, as specified, to the Authorized User
promptly.
7. The Contractor shall, upon request from the Authorized User, provide proof of Publisher List Prices
and increases or decreases in Publisher List Prices for specific titles.
8. Additional fees which are passed on by the Publishers, e.g., licensing fees, shall be listed separately
on invoices.
Optional
If available and/or possible, Contractor to advise Authorized Users if the following may be provided:
1. Authorized User fund code.
2. Information indicating if charge is for a renewal or new order.
3. Information identifying "bill later" or"bill as" published titles.
4. On supplemental invoices, the original invoice number.
5. Availability of title in electronic format.
6. Customized Invoicing.
Claims
1. The Contractor shall be responsible for claiming all issues reported as not received or
received damaged or defective by the Authorized User.
2. The Contractor shall promptly process claim notices in a timely manner not to exceed the
claim period permitted by the Publisher.
3. The Contractor shall provide claim reports no less frequently than bimonthly.
4. Claim reports shall provide the following information:
a. Date of claim report.
b. Title(s) being claimed.
c. Issue(s) being claimed.
d. Date(s)of prior claim(s).
e. Publisher's response, if any.
5. The Contractor may accept and respond to claims by U.S. mail, facsimile, electronic mail,
courier service, or online.
Conversion to New Contractor by Authorized Users
1. Renewal orders requested by Authorized Users shall be placed at least two months before
expiration of current subscriptions.
2. 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
(continued)
23260ra02 634
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cost to the Authorized User. Delivery to the Authorized User shall be made by the original
Contract delivery and at no extra cost to the Authorized User.
3. If duplicate issues are received because of a change in Contractors and the Publisher
required their return, the Contractor shall be responsible for resolving the problem and shall
absorb any associated costs.
Reports
1. The Contractor may send the Authorized User a monthly statement showing the date and
amount of each outstanding invoice and credit memorandum.
2. The Contractor shall notify the Authorized User of title changes and discontinued titles and
provide information on titles that are slow, delayed, or irregular, either as they occur or on a
monthly basis.
3. At the Authorized User's request, the Contractor shall provide a printed customized list of
titles arranged alphabetically or according to specifications defined by the Authorized User.
4. Upon request, the Contractor may be required to provide the Authorized User with a price
analysis report showing a 1-3-year Publisher List Price comparison of titles ordered. This
report can be arranged by title, country of publication, or by codes defined by the Authorized
User.
5. If available, Contractor may provide an industry-wide summary of statistical data and
analyses.
6. Upon request, the Contractor shall provide a report showing changes in Publisher
subscription periods, quantities ordered, and Publishers' new requirements.
All reports between the Contractor and the Authorized User shall be in writing and may be
electronically transmitted.
CANCELLATION OF PURCHASE ORDERS FOR PRINTED PUBLICATIONS:
Cancellation of orders in part or whole for unavailable materials or for"out of stock," "out of print," and
"not yet published" Publications shall be made by means of appropriate notations and adjustments on
orders returned by Contractor to the Authorized User. Contractors shall make no shipments of canceled
materials except on the basis of a new order. Titles not supplied by the Contractor may be purchased
from any other Contract source.
CONTRACT PRICELIST UPDATE PROCEDURES:
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 Contract.
Contractors shall be permitted to reduce their pricing at 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. 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.
(continued)
23260ra02 635
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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 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 the 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 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.
Pricelist Format
Contractor is required to submit Contract pricelist updates electronically in an unprotected Microsoft
Excel (2016 or lower version)spreadsheet on USB flash drive or via e-mail to the OGS Procurement
Services contract administrator. The pricelist must be dated, and the format shall be consistent with the
format of the Contractor's approved Contract pricelist. The pricelist shall separately include and identify
(e.g., by use of separate worksheets or by using highlighting, italics, bold and/or color fonts):
• Price increases;
• Price decreases;
• Products being added; and
• Products being deleted.
Contractor's Submission of Contract Updates
In connection with any Contract pricelist update, OGS reserves the right to:
• Request additional information;
• Reject Contract updates;
• Remove Products from Contracts;
• Remove Products from Contract updates; and
• Request additional discounts for new or existing Products.
Maximum Price Increase/Escalation Cap
In a single year of the Contract, the maximum price increase for each individual item on contract shall not
exceed the percent increase in the latest available National Consumer Price Index-All Urban
Consumers (CPI-U), Not Seasonally Adjusted, U.S. City Average,All Items Less Food and Shelter
(Series Id: CUUR0000SA01-12); as published by the U.S. Department of Labor, Bureau of Labor
Statistics, Washington, D.C. 20212. CPI data may be obtained at www.bls.gov.
The following example illustrates the computation of percent change:
CPI for current period 235.000
Less CPI for previous period 225.000
Equals index point change 10.000
Divided by previous period CPI 225.000
Equals 0.044
Result multiplied by 100 0.044 x 100
Equals percent change 4.4
The "CPI for current period"shall be the index in effect at the time the Contract pricelist update request is
received; "CPI for previous period"shall be the index in effect when the Contract pricelist was last
updated. Increases are not cumulative. Price increases are limited to the prior year prices only.
(continued)
23260ra02 636
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Cover Letters
All Contract pricelist updates shall be accompanied by a cover letter describing the nature and purpose
of the update (e.g., update requested to reflect a recently approved GSA Schedule or WSCA Contract
pricing update, to add/delete Products, etc., subject to any applicable caps).
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.
BEST PRICING OFFER:
During the Contract term, if the Commissioner becomes aware that the Contractor is selling substantially
the same or a smaller quantity of a Product 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
PRODUCT PERFORMANCE REQUIREMENTS:
A. Lot 1 — Printed Publications and Non-Print Library Materials
1. Print Books and Non-Print Library Materials Product/Performance Requirements
a. General:
Contractors offer various types of books, Non-Print library materials, and related services as
set forth in Scope. Bindings are to meet or exceed requirements established by the National
Information Standards Organization (NISO) and the Library Binding Committee (LBC)of the
Book Manufacturers' Institute (LBC). The latest library standard issued by NISO and LBC is
ANSI/NISO/LBI Library Binding Standard, Z39.78-2000 (R2018), unless otherwise amended.
This standard is available at http://www.niso.org/publications/z3978-2000-r2018. Cloth
bindings for hardcover Publications shall be the Publisher's standard binding. Library
bindings for hardcover Publications shall be reinforced and include reinforced juvenile
Publications.
Contractor must identify services and costs, which must be expressed in specific monetary
amounts. Contractors must include any additional service pricing that may apply.
b. Substitutions:
Substitutions and/or additions of titles or editions shall not be permitted without prior written
authorization from the ordering Authorized User. All unauthorized substitutions and/or
additions shall be returned to the Contractor at the Contractor's expense. 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.
(continued)
23260ra02 637
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c. Cancellation of Purchase Orders:
Cancellation of orders in part or whole for unavailable materials or for"out of stock," "out of
print," and "not yet published" Publications shall be made by means of appropriate notations
and adjustments on orders returned by Contractor to the Authorized User. Contractors shall
make no shipments of canceled materials except on the basis of a new order. Titles not
supplied by the Contractor may be purchased from any other Contract source.
d. Status Report:
A statement for each shipment must be provided to include a listing of unavailable products
and/or a listing of titles out of print (OP), titles out of stock indefinitely(OI), titles out of stock
temporarily (OS)and titles not to be supplied for other reasons. Statements may be provided
in either hardcopy or digital form via email.
2. Print Periodicals Performance Requirements
a. Orders, Renewals, and Cancellations:
i. 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.
ii. The Contractor shall notify the Authorized User as soon as possible but no later
than thirty (30)calendar days if unable to supply a new order. Contractor shall also
provide a reasonable explanation in writing for non-fulfillment.
iii. The Contractor shall provide address, Publication, merger, and title change
services, etc.
iv. The Contractor shall make arrangements with Publishers for all regularly purchased
subscription orders and renewals within sufficient time to avoid any interruption in
receipt of issues.
V. The Contractor shall cancel subscriptions as requested by the Authorized User and
shall issue a credit if allowed by the Publisher.
vi. The Contractor shall provide pro-rated refunds or substituted titles for titles that
cease publication prior to expiration if provided by the Publisher. OGS reserves the
right to resolve any issues that may arise between an Authorized User and the
Contractor with regards to refunds or substituted titles.
vii. The Contractor shall provide a common expiration date for subscriptions (if
requested by the Authorized User) unless prohibited by the Publisher.
viii. At the Authorized User's request, the Contractor shall renew subscriptions
automatically on a date selected by the Authorized User; or at the option of the
Authorized User, 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.
Authorized Users may change automatic renewal status at any time and for no
additional charge.
ix. The Contractor may provide two or three-year renewal periods but must at a
minimum offer a one-year renewal period. Renewal periods may survive the
expiration of this Contract, with the terms and conditions of this Contract applying to
the renewal periods.
X. The Contractor may enter orders for back files, special issues, supplements, extra
volumes, and cumulative indexes, if requested to do so by the Authorized User.
A. All orders, renewals, and cancellations between the Contractor and the Authorized
User shall be in writing or shall be electronically transmitted.
xii. In lieu of individual order forms, Contractor shall be able to accept a purchase or
letter order to which is appended a list of titles.
xiii. Multi-Year Licenses: Contractor may offer multi-year licenses.
(continued)
23260ra02 638
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b. Contractor Licensing Terms and Conditions:
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 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 ordering. Documents that 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.
B. Lot 2 - Electronic Publication Performance Requirements
1. Authorized User Access to Electronic Publications:
a. Access: Access to the Electronic Publications by Authorized Users shall be either via
electronic media or the Internet. If access is provided via the Internet, the Contractor shall
ensure that the Electronic Publications are highly stable and usable (including average
response time of less than 5 seconds, and uptime, except for scheduled maintenance, of
99%), and shall ensure that the Web Server(s) is (are)fully capable of serving Authorized
Users. Access shall be controlled by Internet Protocol (IP)addresses, passwords, or other
appropriate authentication technology. Contractor must notify Authorized Users at least 48
hours prior to scheduled maintenance that interrupts End User access.
b. If the license rights are based on a named user model, an Authorized User will prepare and
submit to the Contractor a list of End Users that shall include name, address, and contact
information.
c. License Scope: The Contractor and the State agree that the license for the Electronic
Publications shall be governed as set forth below:
i. Authorized User is granted a non-exclusive, transferable, term license to access
and use the Electronic Publications in accordance with this Contract. The
license term for the Electronic Publications license shall commence upon the
License Effective Date and may survive the expiration of this Contract, with the
terms and conditions of this Contract applying throughout the license term.
ii. It shall be the obligation of the Authorized User to review and comply with the
terms and conditions of the Licensing Agreement if one is required by the
Publisher to use the Electronic Publication or electronic content to the extent
that they do not conflict with the terms of Appendix A, Appendix B, this
Solicitation, or any resultant Contract.
iii. Permitted License Transfers: As Authorized User's business operations may be
altered, expanded or diminished, Electronic Publication licenses may be
transferred or combined for use at an alternative or consolidated site not
originally specified in the license, including transfers between Authorized Users
and/or their End Users ("permitted license transfers"). Contractor shall have the
discretion to issue new login credentials when a license transfer takes place.
iv. Concurrent Use License: Where licensing of Electronic Publications is based
upon "Concurrent Users," Contractor hereby grants license rights to the
specified number of Concurrent Users actually executing the licensed programs,
without reference to location or named End Users (hereinafter"Concurrent
Users").
v. Multi-Year Licenses: Contractor may offer multi-year licenses.
(continued)
23260ra02 639
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2. Contractor's Performance Obligations:
a. The Contractor will provide and maintain help files and other appropriate user documentation
for the Electronic Publications to be accessible to all Authorized Users free of charge.
b. The Contractor will offer reasonable levels of continuing support to assist Authorized Users
and their End Users in their use of the Products. Contractor will make its personnel available
by email, phone or fax during regular Business Days.
3. Authorized User Performance Obligations:
Authorized Users acknowledge that the copyright and title to the information content and
organization of the Electronic Publications are and remain with the Publisher. Authorized User shall
use reasonable efforts to inform its End Users and walk-in patrons of any restrictions on the use of
the Electronic Publications. Authorized User shall use reasonable efforts to protect the Electronic
Publications from any use that is not permitted under this agreement. 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 terms of Appendix A, the
Solicitation or any resultant Contract, or Appendix B. Additionally, the Electronic Publications may be
used as follows:
a. Authorized Users and End Users may display, download, copy and/or print portions of the
Electronic Publications for use in research, education, or other non-commercial purposes.
b. Authorized Users and End Users may use a reasonable portion of the Electronic Publications
in the preparation of educational materials.
c. Authorized Users may fulfill occasional requests from other institutions, a practice commonly
called Interlibrary Loan. Authorized Users agree to maintain records respecting End User's
use of materials in such Interlibrary Loan and to provide such records to the Contractor upon
request.
4. Electronic Periodicals Performance Requirements
a. Orders, Renewals, and Cancellations:
i.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.
ii.The Contractor shall notify the Authorized User as soon as possible but no later than
thirty(30) calendar days if unable to supply a new order. Contractor shall also provide a
reasonable explanation in writing for non-fulfillment.
iii.The Contractor shall provide address, Publication, merger, and title change services,
etc.
iv.The Contractor shall make arrangements with Publishers for all regularly purchased
subscription orders and renewals within sufficient time to avoid any interruption in receipt
of issues.
v.The Contractor shall cancel subscriptions as requested by the Authorized User and shall
issue a credit if allowed by the Publisher.
vi.The Contractor shall provide pro-rated refunds or substituted titles for titles that cease
publication prior to expiration if provided by the Publisher. OGS reserves the right to
resolve any issues that may arise between an Authorized User and the Contractor with
regard to refunds or substituted titles.
vii.The Contractor shall provide a common expiration date for subscriptions (if requested by
the Authorized User) unless prohibited by the Publisher.
viii.At the Authorized User's request, the Contractor shall renew subscriptions automatically
on a date selected by the Authorized User; or at the option of the Authorized User, 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. Authorized Users may change
automatic renewal status at any time and for no additional charge.
(continued)
23260ra02 640
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ix.The Contractor may provide two or three-year renewal periods but must at a minimum
offer a one-year renewal period. Renewal periods may survive the expiration of this
Contract, with the terms and conditions of this Contract applying to the renewal periods.
x.The Contractor may enter orders for back files, special issues, supplements, extra
volumes, and cumulative indexes, if requested to do so by the Authorized User.
xi.All orders, renewals, and cancellations between the Contractor and the Authorized User
shall be in writing or shall be electronically transmitted.
xii.In lieu of individual order forms, Contractor shall be able to accept a purchase or letter
order to which is appended a list of titles.
xiii.Multi-Year Licenses: Contractor may offer multi-year licenses.
b. Specific Restrictions on Use of Electronic Publications:
Authorized User may not utilize the Electronic Publications for commercial purposes,
including but not limited to the sale of the Electronic Publications, fee-for-service use of the
Electronic Publications, or bulk reproduction or distribution of the Electronic Publications in
any form; nor may Authorized User impose special charges for use of the Electronic
Publications beyond reasonable printing or administrative costs.
c. Contractor Licensing Terms and Conditions:
If Licensing Agreement, shrink-wrap or click-wrap agreements are associated with Electronic
Publications, it is the responsibility of the Contractor to offer only those Electronic
Publications in electronic format that satisfy the license terms and conditions of this Award.
License terms that conflict with the terms of Appendix A, Appendix B, the 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 that 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.
C. Lot 3 -Database Performance Requirements
1. System Availability:
Databases shall be functional at least 99%of the time
2. Scheduled Maintenance:
Contractor must notify Authorized Users at least 48 hours prior to scheduled maintenance that
interrupts End User access to Databases. OGS requests that scheduled maintenance NOT be
performed during normal Business Days.
3. Contractor's Performance Obligations:
a. The Contractor will provide and maintain help files and other appropriate user documentation
for the Databases to be accessible to all Authorized Users free of charge.
b.The Contractor will offer reasonable levels of continuing support to assist Authorized Users and
their End Users in their use of the Products. Contractor will make its personnel available by
email, phone, or fax during regular Business Days.
c.Multi-Year Licenses: Contractor may offer multi-year licenses.
d. Contractor Licensing Terms and Conditions:
(continued)
23260ra02 641
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If Licensing Agreements, shrink-wrap or click-wrap agreements are associated with Database
purchases, it is the responsibility of the Contractor to offer only those Databases that are within
the scope of this Award and that satisfy the terms and conditions of the Award.
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 that 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.
If Contractors have terms or fees associated with Databases, including, but not limited to, Back
File Access or Database Customizations (changes to the function, layout, and/or appearance of
a Database which does not alter the Database content), Contractor shall include the pricing
methodology and Net Price on their price list. Any such fees shall be listed separately on
invoices.
Upon termination of the Contract, all terms and conditions shall survive in accordance with their
terms as to procurements made or individual licenses granted to Authorized Users prior to such
termination.
Terms that conflict with the terms of Appendix A, the Solicitation, Appendix B, or any resultant
Contract shall not be enforceable.
D. Lot 4-Library Resource Management and Research Support Products Performance
Requirements
1. General Performance:
Contractor shall furnish Products as specified and in accordance with Authorized User
performance requirements. Multi-Year Licenses: Contractor may offer multi-year licenses.
2. System Availability
Library Resource Management and Research Support Products shall be functional at least
99%of the time.
3. Scheduled Maintenance
Contractor must notify Authorized Users at least 48 hours prior to scheduled maintenance
that interrupts End User access to Library Resource Management and Research Support
Products. OGS requests that scheduled maintenance NOT be performed during normal
Business Days.
4. Contractor Licensing Terms and Conditions:
If Licensing Agreements, shrink-wrap or click-wrap agreements are associated with Library
Resource Management and Research Support Products, it is the responsibility of the
Contractor to offer only those Library Resource Management and Research Support
Products that satisfy the license terms and conditions of the Award. License terms that
conflict with the terms of Appendix A, Appendix B, the 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 that 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.
(continued)
23260ra02 642
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CONTRACT TERM AND EXTENSIONS:
A. Base Term: The base Contract term shall begin on the later of The later of(i)September 1,
2022, or (ii)the date of OSC approval of the final, executed contract documents and consistent
with the MOU, and shall continue through and including August 31, 2027. All OGS Centralized
Contracts shall have a co-terminus end date, including those Contracts awarded during any
subsequent periodic recruitment.
B. Extensions: At the State's option, and subject to the approval of OSC and consistent with the
MOU, the Contract may be extended for five (5)years, in increments as deemed to be in the
best interest of the State. Whether the optional extensions are exercised is at the sole discretion
of the State. A Contractor shall retain the right to decline a Contract extension offered under this
section. Any Contract extension will be under the same terms and conditions, subject to any
additional applicable statutory and policy requirements. Any extensions provided under this
section shall apply in addition to any rights set forth in Appendix B, Section 23, Contract Term—
Extension.
C. The Contract term provided for in this section shall extend six months beyond its termination
date only for Authorized Users whose contracts must be registered with the Office of the New
York City Comptroller. During the six-month period, the definition of Authorized User shall be
deemed to refer only to Authorized Users whose contracts must be registered with the Office of
the New York City Comptroller. This extension is in addition to any other extensions available
under the Contract. The extension provided for in this paragraph shall be upon the then-existing
terms and conditions; provided, however, during such extension an Authorized User, as defined
in this paragraph, may agree to amend such terms and conditions solely to comply with changes
in statutory requirements (e.g., changes in minimum, prevailing or living wages, or regulated
services).
SHORT-TERM EXTENSION:
This section shall apply in addition to any rights set forth in Appendix B, Section 23, Contract Term—
Extension. In the event a replacement Contract has not been issued, any Contract let and awarded
hereunder by the State may be extended unilaterally by the State for an additional period of up to 30
calendar days upon notice to the Contractor with the same terms and conditions as the original
Contract and any approved modifications. With the concurrence of the Contractor, the extension may
be for a period of up to 90 calendar days in lieu of 30 calendar days. However, this extension
automatically terminates should a replacement Contract be issued in the interim.
PERIODIC RECRUITMENT:
This Contract allows for periodic recruitment of additional Contractors during the term of the
Contract. Recruitment periods are optional at the discretion of the State. Additional recruitment
periods will be advertised in the NYS Contract Reporter. Bidder must register with the New York
State Contract Reporter at https://www.nyscr.ny.gov in order to receive notifications regarding any
periodic recruitments under this Award. Bids shall be evaluated under substantially the same terms
and conditions as the original Bids. Bidders shall also be required to submit necessary
documentation for any additional applicable statutory requirements in effect at the time of the new
Solicitation.
Once awarded a Contract, a Contractor may not resubmit a Bid for future consideration for Lots
covered by the scope of the awarded Contract. In addition, if a Bid is deemed non-responsive during
the initial Solicitation or any recruitment period, a Bidder cannot reapply for a future Contract until the
next recruitment period.
(continued)
23260ra02 643
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REQUEST TO ADD A LOT TO AN EXISTING CONTRACT:
Contractors may request to add a Lot to their existing Contract by submitting a written request to OGS on
company letterhead. A request to add a Lot(s) must be accompanied by all information required in this
Solicitation or most recent Periodic Solicitation, specifically the Bidder Qualifications and Method of
Award sections for the respective Lot(s)the Contractor would like to add. Contractor shall not quote or
offer Products or services that are the subject of a request to add a Lot until receipt of approval from
OGS. Please note: The timeframe for proof of verifiable sales shall be shifted accordingly. Contractors
must demonstrate the minimum verifiable sales during the 36-month period preceding the date the add
request was submitted.
ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY:
Contractor is solely responsible for administration, content, intellectual property rights and all materials
on Contractor's website. Contractor is solely responsible for its actions and those of its agents,
employees, Subcontractors or assigns, and agrees that neither Contractor nor any of the foregoing has
any authority to act or speak on behalf of the State. As applicable, Contractor agrees to comply with the
Office of Information Technology Services policy NYS-P08-005 Accessibility of Web-Based Information
and Applications, as may be amended, the stated purpose of which is to make State Agency Web-based
intranet and internet information accessible for persons with disabilities. The following language is
incorporated into any Contract resulting from this Solicitation:
Any web-based information and applications development, or programming delivered pursuant to the
Contract or procurement, will comply with New York State Enterprise IT Policy NYS-P08-005,
Accessibility of Web-Based Information and Applications as such policy may be amended, modified or
superseded, which requires that State Agency web-based information and applications are accessible to
persons with disabilities. Web-based information and applications must conform to New York State
Enterprise IT Policy NYS-P08-005. Quality assurance testing may be conducted by the State and the
results of such testing, if performed, must be satisfactory to the State before web-based information and
applications will be considered a qualified deliverable under the Contract or procurement.
CONTRACT ADMINISTRATION:
The Contractor shall provide a sufficient number of Customer Service employees who are
knowledgeable and responsive to Authorized User needs and who can effectively service the Contract.
Contractor shall also provide an Emergency Contact in the event of an emergency occurring after
business hours or on weekends/holidays.
Contractor shall provide a dedicated Contract Administrator to support the updating and management
of the Contract on a timely basis. Contractor must notify OGS within five Business Days if its Contract
Administrator, Emergency Contact, or Customer Service employees change, and provide an interim
contact person until the position is filled. Changes shall be submitted electronically via e-mail to the
OGS Contract Management Specialist.
INSURANCE REQUIREMENTS:
The Contractor shall maintain in force at all times during the terms of the Contract, policies of
insurance pursuant to the requirements outlined in Attachment 4—Insurance Requirements.
REPORT OF CONTRACT USAGE:
Contractor shall submit Attachment 8—Report of Contract Usage, including total sales to Authorized
Users of this Contract no later than 15 days after the close of each six-month period. If the Contract
period begins or ends in a fractional portion of a reporting period, only the actual Contract sales for this
fractional period should be included in the biannual report.
The report is to be submitted electronically via e-mail in Microsoft Excel to OGS Procurement Services,
to the attention of the individual listed on the front page of the Contract Award Notification and shall
reference the Contract Group Number, Award Number, Contract Number, Sales Period, and
Contractor's name. If bundled Products are sold, the report shall include the individual breakdown of
Products that make up the bundle, including the Net Pricing for the Products.
(continued)
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The report in Attachment 8—Report of Contract Usage contains the minimum information required.
Additional related sales information, such as detailed user purchases may be required by OGS and
must be supplied upon request. Failure to submit reports on a timely basis may result in Contract
suspension and/or cancellation and designation of Contractor as non-responsible.
AUTHORIZED USER SALES REPORTS:
Upon written request by an Authorized User, the Contractor shall furnish to such Authorized User,
monthly, a report listing the following: name of Products purchased, quantity purchased, unit price and
total dollar volume of purchases.
CONTRACTOR REQUIREMENTS AND PROCEDURES FOR PARTICIPATION BT NEW YORK STATE
CERTIFIED MINORITY-AND WOMEN-OWNED BUSINESS ENTERPRISES AND EQUAL
OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND WOMEN:
New York State Law
Pursuant to New York State Executive Law Article 15-A and Parts 140-145 of Title 5 of the New
York Codes, Rules and Regulations ("NYCRR"), the New York State Office of General Services
("OGS") is required to promote opportunities for the maximum feasible participation of New York
State-certified Minority- and Women-Owned Business Enterprises ("MWBEs")and the employment
of minority group members and women in the performance of OGS contracts.
General Provisions
OGS is required to implement the provisions of New York State Executive Law Article 15-A and 5
NYCRR Parts 140-145 ("MWBE Regulations")for all State contracts as defined therein, with a
value (1) in excess of$25,000 for labor, services, equipment, materials, or any combination of the
foregoing or(2) in excess of$100,000 for real property renovations and construction.
The Contractor agrees, in addition to any other nondiscrimination provision of the Contract and at
no additional cost to OGS, to fully comply and cooperate with OGS in the implementation of New
York State Executive Law Article 15-A and the regulations promulgated thereunder. These
requirements include equal employment opportunities for minority group members and women
("EEO")and contracting opportunities for MWBEs. Contractor's demonstration of"good faith
efforts" pursuant to 5 NYCRR § 142.8 shall be a part of these requirements. These provisions
shall be deemed supplementary to, and not in lieu of, the nondiscrimination provisions required by
New York State Executive Law Article 15 (the "Human Rights Law")or other applicable federal,
State, or local laws.
Failure to comply with all of the requirements herein may result in a finding of non-responsiveness,
a finding of non-responsibility, breach of contract, withholding of funds, suspension or termination
of the Contract, and/or such other actions or enforcement proceedings as allowed by the Contract
and applicable law.
Equal Employment Opportunity (EEO)
The provisions of Article 15-A of the Executive Law and the rules and regulations promulgated
thereunder pertaining to equal employment opportunities for minority group members and women
shall apply to all Contractors, and any subcontractors, awarded a subcontract over$25,000 for
labor, services, including legal, financial and other professional services, travel, supplies,
equipment, materials, or any combination of the foregoing, to be performed for, or rendered or
furnished to, the contracting State agency(the "Work")except where the Work is for the beneficial
use of the Contractor.
(continued)
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1. Contractor and subcontractors shall undertake or continue existing EEO programs to
ensure that minority group members and women are afforded equal employment
opportunities without discrimination because of race, creed, color, national origin, sex,
age, disability, or marital status. For these purposes, EEO shall apply in the areas of
recruitment, employment,job assignment, promotion, upgrading, demotion, transfer,
layoff or termination, and rates of pay or other forms of compensation. This requirement
does not apply to: (i)the performance of work or the provision of services or any other
activity that is unrelated, separate, or distinct from the Contract; or(ii)employment
outside New York State.
2. By entering into this Contract, Contractor certifies that the text set forth in clause 12 of
Appendix A, attached hereto and made a part hereof, is Contractor's equal employment
opportunity policy. In addition, Contractor agrees to comply with the Non-Discrimination
Requirements set forth in clause 5 of Appendix A.
Form EEO 100—Staffing Plan
To ensure compliance with this section, the Contractor agrees to submit, or has submitted
with the Bid, a staffing plan on Form EEO 100 to OGS to document the composition of the
proposed workforce to be utilized in the performance of the Contract by the specified
categories listed, including ethnic background, gender, and federal occupational categories.
Form EEO- 101 -Workforce Utilization Reporting Form (Commodities and Services)
("Form EEO-101-Commodities and Services")
1. The Contractor shall submit, and shall require each of its subcontractors to submit, a
Form EEO-1 01-Commodities and Services to OGS to report the actual workforce utilized
in the performance of the Contract by the specified categories listed including ethnic
background, gender, and Federal occupational categories. The Form EEO-101-
Commodities and Services must be submitted electronically to OGS at
EEO_CentCon@ogs.ny.gov on a quarterly basis during the term of the Contract by the
10th day of April, July, October, and January.
2. Separate forms shall be completed by Contractor and all subcontractors.
3. In limited instances, the Contractor or subcontractor may not be able to separate out the
workforce utilized in the performance of the Contract from its total workforce. When a
separation can be made, the Contractor or subcontractor shall submit the Form EEO-
10 1-Commodities and Services and indicate that the information provided relates to the
actual workforce utilized on the Contract. When the workforce to be utilized on the
Contract cannot be separated out from the Contractor's or subcontractor's total
workforce, the Contractor or subcontractor shall submit the Form EEO-101-Commodities
and Services and indicate that the information provided is the Contractor's or
subcontractor's total workforce during the subject time frame, not limited to work
specifically performed under the Contract.
Contractor shall comply with the provisions of the Human Rights Law and all other State and
federal statutory and constitutional non-discrimination provisions. Contractor and
subcontractors shall not discriminate against any employee or applicant for employment
because of race, creed (religion), color, sex, national origin, sexual orientation, military
status, age, disability, predisposing genetic characteristic, marital status, or domestic
violence victim status, and shall also follow the requirements of the Human Rights Law with
regard to non-discrimination on the basis of prior criminal and conviction and prior arrest.
(continued)
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Contract Goals
For purposes of this procurement, OGS conducted a comprehensive search and determined that the
Contract does not offer sufficient opportunities to set goals for participation by MWBEs as
subcontractors, service providers, or suppliers to Contractor. Contractor is, however, encouraged to
make every good-faith effort to promote and assist the participation of MWBEs on this Contract for the
provision of services and materials. The directory of New York State Certified MWBEs can be viewed
at: https://nv.newnvcontracts.com/FrontEnd/VendorSearchEgWicegs N=nv&XID=2528.
Additionally, following Contract execution, Contractor is encouraged to contact the Division of Minority
and Women's Business Development ((518)292-5250; (212) 803-2414; or (716)846-8200)to discuss
additional methods of maximizing participation by MWBEs on the Contract.
Good Faith Efforts
Pursuant to 5 NYCRR§ 142.8, evidence of good faith efforts shall include, but not be limited
to, the following:
1. A list of the general circulation, trade, and MWBE-oriented publications and dates of
publications in which the Contractor solicited the participation of certified MWBEs as
subcontractors/suppliers, copies of such solicitations, and any responses thereto.
2. A list of the certified MWBEs appearing in the Empire State Development ("ESD")
MWBE directory that were solicited for this Contract. Provide proof of dates or copies of
the solicitations and copies of the responses made by the certified MWBEs. Describe
specific reasons that responding certified MWBEs were not selected.
3. Descriptions of the Contract documents/plans/specifications made available to certified
MWBEs by the Contractor when soliciting their participation and steps taken to structure
the scope of work for the purpose of subcontracting with, or obtaining supplies from,
certified MWBEs.
4. A description of the negotiations between the Contractor and certified MWBEs for the
purposes of complying with the MWBE goals of this Contract.
5. Dates of any pre-bid, pre-award, or other meetings attended by Contractor, if any,
scheduled by OGS with certified MWBEs whom OGS determined were capable of
fulfilling the MWBE goals set in the Contract.
6. Other information deemed relevant to the request.
Fraud
Any suspicion of fraud, waste, or abuse involving the contracting or certification of MWBEs shall be
immediately reported to ESD's Division of Minority and Women's Business Development at (855)
373-4692.
ALL FORMS ARE AVAILABLE AT: https://ogs.ny.gov/MWBE
PARTICIPATION OPPORTUNITIES FOR NEW YORK STATE CERTIFIED SERVICE-DISABLED
VETERAN-OWNED BUSINESSES:
Article 17-B of the New York State Executive Law provides for more meaningful participation in public
procurement by certified Service-Disabled Veteran-Owned Businesses ("SDVOBs"), thereby further
integrating such businesses into New York State's economy. OGS recognizes the need to promote the
employment of service-disabled veterans and to ensure that certified service-disabled veteran-owned
businesses have opportunities for maximum feasible participation in the performance of OGS
contracts.
In recognition of the service and sacrifices made by service-disabled veterans and in recognition of
their economic activity in doing business in New York State, Bidders/Contractors are strongly
encouraged and expected to consider SDVOBs in the fulfillment of the requirements of the Contract.
(continued)
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Such participation may be as subcontractors or suppliers, as proteges, or in other partnering or
supporting roles.
For purposes of this procurement, OGS conducted a comprehensive search and determined that the
Contract does not offer sufficient opportunities to set specific goals for participation by SDVOBs as
subcontractors, service providers, and suppliers to Contractor. Nevertheless, Contractor is encouraged
to make good faith efforts to promote and assist in the participation of SDVOBs on the Contract for the
provision of services and materials. The directory of New York State Certified SDVOBs can be viewed
at: https://ogs.ny.gov/Veterans/
Contractor is encouraged to contact the Office of General Services' Division of Service-Disabled
Veteran's Business Development at 518-474-2015 or VeteranDevelopment@ogs.ny.gov to discuss
methods of maximizing participation by SDVOBs on the Contract.
NEW YORK STATE FINANCIAL SYSTEM (SFS):
New York State is currently operating on an Enterprise Resource Planning (ERP)system, Oracle
PeopleSoft software, referred to as the Statewide Financial System (SFS). SFS is currently on
PeopleSoft Financials version 9.2. SFS supports requisition-to-payment processing and financial
management functions.
The State is also implementing an eProcurement application that supports the requisitioning process
for State Agencies to procure Products in SFS. This application provides catalog
capabilities. Contractors with Centralized Contracts have the ability to provide a "hosted"or"punch-
out" catalog that integrates with SFS and is available to Authorized Users via a centralized
eMarketplace website. Additional information may be found at:
https://ogs.ny.gov/procurement/emarketplace
There are no fees required for a Contractor's participation in the catalog site development or
management. Upon completion and activation of an online catalog, State Agencies will process their
orders through the SFS functionality and other Authorized Users can access the catalog site to fulfill
orders directly.
The State may be implementing additional PeopleSoft modules in the near future. Further information
regarding business processes, interfaces, and file layouts currently in place may be found at:
http://www.sfs.ny.gov and http://www.osc.state.ny.us/agencies/guide/MyWebHelp/.
USE OF RECYCLED OR REMANUFACTURED MATERIALS:
New York State supports and encourages Contractors to use recycled, remanufactured or recovered
materials in the manufacture of Products and packaging to the maximum extent practicable without
jeopardizing the performance or intended end use of the Product or packaging unless such use is
precluded due to health or safety requirements or Product specifications contained herein.
Refurbished or remanufactured components or Products are required to be restored to original
performance and regulatory standards and functions and are required to meet all other requirements
of this Solicitation. Warranties on refurbished or remanufactured components or Products must be
identical to the manufacturer's new equipment warranty or industry's normal warranty when
remanufacturer does not offer new equipment. See Appendix B, Remanufactured, Recycled,
Recyclable or Recovered Materials.
(continued)
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BULK DELIVERY AND ALTERNATE PACKAGING:
New York State encourages the use of innovative packaging that reduces the weight of packaging and
the generation of packaging waste. A Contractor is encouraged to use reusable materials and
containers and to utilize packaging configurations that take advantage of storage containers designed
to be part of the Product for the shipment of multi-unit purchases. New York State recognizes that
these packaging methods are in the development stage and may not be currently available.
Authorized Users are urged to inquire about these programs at the time of purchase and determine the
best solution for their needs.
SURPLUS/TAKE-BACK/RECYCLING:
1. A State Agency is reminded of its obligation to comply with the NY State Finance Law § 167,
Transfer and Disposal of Personal Property, and § 168, The Management of Surplus Computer
Equipment, regarding transfer and disposal of surplus personal property before utilizing take-back,
recycling, or other options for disposition of equipment that is still in operable condition.
2. If Contractor offers a take-back/recycling program, then Contractor shall provide a record of
disposition to each Authorized User who participates in the take-back/recycling program for units
transferred for disposition. Contractor shall provide documentation that the units were disposed of in
an environmentally sound manner in compliance with applicable local, state and federal laws. See
Section III below for specific requirements governing electronic equipment recycling.
3. The NYS Department of Environmental Conservation ("DEC') Electronic Equipment Recycling and
Reuse Act ("Act") (Environmental Conservation Law, Article 27, Title 26, Electronic Equipment
Recycling and Reuse), requires manufacturers to establish a convenient system for the collection,
handling of, and recycling or reuse of electronic waste. If Contractor is a manufacturer of electronic
equipment covered by the Act, Contractor agrees to comply with the requirements of the Act. More
information regarding the Act can be found on the DEC website at:
http://www.dec.ny.gov/chemical/65583.html
4. If a Contractor offers a take-back/recycling program or offers an electronic equipment recycling
program pursuant to the Act, and an Authorized User participates in same, then the Authorized User
shall ensure the destruction of all data from any hard drives surrendered with the machines/covered
electronic equipment. Contractor shall not require an Authorized User to surrender the hard drive,
as an Authorized User may wish to retain the hard drive for security purposes. Contractor shall
advise the Authorized User in advance if the retention of the hard drive results in additional fees or
reduction in trade-in value. It is recommended that an Authorized User use a procedure for ensuring
the destruction of confidential data stored on hard drives or other storage media that meets or
exceeds the National Institute of Standards and Technology("NIST")Guidelines for Media Sanitation
as found in NIST Special Publication 800-88.
ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER NUMBER 4:
New York State is committed to environmental sustainability and endeavors to procure Products with
reduced environmental impact. One example of this commitment may be found in Executive Order
No. 4 (Establishing a State Green Procurement and Agency Sustainability Program), which imposes
certain requirements on State Agencies, authorities, and public benefit corporations when procuring
Products. More information on Executive Order No. 4, including specifications for offerings covered by
this Contract, may be found at https://ogs.ny.gov/greenny/. State entities subject to Executive Order
No. 4 are advised to become familiar with the specifications that have been developed in accordance
with the Order and to incorporate them, as applicable, when making purchases under this Contract.
(continued)
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CONSUMER PRODUCTS CONTAINING MERCURY:
Contractor shall comply with the requirements of Title 21 of Article 27 of the NYS Environmental
Conservation Law regarding restrictions on the sale, purchasing, labeling and management of any
products containing elemental mercury under this Contract.
OVERLAPPING CONTRACT PRODUCTS:
Products available under the resulting Contract may also be available from other New York State
Contracts. Authorized Users will be advised to select the most cost-effective procurement alternative
that meets their program requirements and to maintain a procurement record documenting the basis
for this selection.
PREFERRED SOURCE PRODUCTS:
Section 162 of the State Finance Law requires that Authorized Users afford first priority to the Products
of Preferred Source suppliers such as Corcraft (the marketplace name for the NYS Department of
Corrections and Community Supervision, Division of Industries), New York State Preferred Source
Program for People who are Blind (NYSPSP), and New York State Industries for the Disabled
(NYSID), and others determined by law when such Products meet the form, function and utility of the
Authorized User. Some Products in the resultant Contract may be available from one or more
Preferred Sources. An Authorized User must determine if a particular Product is approved for a
Preferred Source and follow the requirements of State Finance Law § 162(3)or(4)(b), respectively,
before engaging the Contractor.
NEW YORK STATE VENDOR RESPONSIBILITY:
The Contractor shall at all times during the Contract term remain responsible. The Contractor agrees, if
requested by the Commissioner of OGS, to present evidence of its continuing legal authority to do
business in New York State, integrity, experience, ability, prior performance, and organizational and
financial capacity.
The Commissioner of OGS, in his or her sole discretion, reserves the right to suspend any or all
activities under this Contract, at any time, when he or she discovers information that calls into question
the responsibility of the Contractor. In the event of such suspension, the Contractor will be given
written notice outlining the particulars of such suspension. Upon issuance of such notice, the
Contractor must comply with the terms of the suspension order. Contract activity may resume at such
time as the Commissioner of OGS issues a written notice authorizing a resumption of performance
under the Contract.
The Contractor agrees that if it is found by the State that Contractor's responses to the Questionnaire
were intentionally false or intentionally incomplete, on such finding, the Commissioner may terminate
the Contract.
Upon written notice to the Contractor, and a reasonable opportunity to be heard with appropriate OGS
officials or staff, the Contract may be terminated by the Commissioner of OGS at the Contractor's
expense where the Contractor is determined by the Commissioner of OGS to be non-responsible. In
such event, the Commissioner of OGS may complete the contractual requirements in any manner he
or she may deem advisable and pursue available legal or equitable remedies for breach.
In no case shall such termination of the Contract by the State be deemed a breach thereof, nor shall
the State be liable for any damages for lost profits or otherwise, which may be sustained by the
Contractor as a result of such termination.
(continued)
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NEW YORK STATE TAX LAW SECTION 5-A:
Tax Law§ 5-a requires certain Contractors awarded State Contracts for commodities, services and
technology valued at more than $100,000 to certify to NYS Department of Taxation and Finance (DTF)
that they are registered to collect New York State and local sales and compensating use taxes. The
law applies to Contracts where the total amount of such Contractors' sales delivered into New York
State is in excess of$300,000 for the four quarterly periods immediately preceding the quarterly period
in which the certification is made, and with respect to any affiliates and Subcontractors whose sales
delivered into New York State exceeded $300,000 for the four quarterly periods immediately preceding
the quarterly period in which the certification is made.
A Contractor is required to file the completed and notarized Form ST-220-CA with the Bid to OGS
certifying that the Contractor filed the ST-220-TD with DTF. Only Form ST-220-CA is required to be
filed with OGS. The ST-220-CA can be found at
https://www.tax.ny.gov/pdf/current_forms/st/st220ca fill_in.pdf. The ST-220-TD can be found at
https://www.tax.ny.gov/pdf/current_forms/st/st220td_fill_in.pdf Contractor should complete and return
the certification forms within five (5) Business Days of request (if the forms are not completed and
returned with Bid submission). Failure to make either of these filings may render a Contractor non-
responsive and non-responsible. Contractor shall take the necessary steps to provide properly
certified forms within a timely manner to ensure compliance with the law. The ST-220-TD only needs
to be filed once with DTF, unless the information changes for the Contractor, its affiliates, or its
Subcontractors.
Vendors may call DTF at 518-485-2889 with questions or visit the DTF website at
https://www.tax.ny.gov/for additional information.
"OGS OR LESS" GUIDELINES
Purchases of the Products included in the Contract are subject to the "OGS or Less" provisions of
State Finance Law § 163(3)(a)(v). This means that State Agencies can purchase Products from
sources other than the Contractor provided that such Products are substantially similar in form,
function or utility to the Products herein and are (1) lower in price and/or(2) available under terms
which are more economically efficient to the State Agency(e.g. delivery terms, warranty terms, etc.).
Agencies are reminded that they must provide the State Contractor an opportunity to match the non-
Contract savings at least two Business Days prior to purchase. In addition, purchases made under
"OGS or Less"flexibility must meet all requirements of law including, but not limited to, advertising in
the New York State Contract Reporter, prior approval of the Office of the State Comptroller and
competitive bidding of requirements exceeding the discretionary threshold. State Agencies should refer
to Procurement Council Guidelines for additional information.
NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS:
New York State political subdivisions and others authorized by New York State law may participate in
Centralized Contracts. These include, but are not limited to, local governments, public authorities,
public school and fire districts, public and nonprofit libraries, and certain other nonpublic/nonprofit
organizations. See Appendix B, Participation in Centralized Contracts. For Purchase Orders issued
by the Port Authority of New York and New Jersey (or any other authorized entity that may have
delivery locations adjacent to New York State), the terms of the Price clause shall be modified to
include delivery to locations adjacent to New York State.
Upon request, all eligible non-State agencies must furnish Contractors with the proper tax exemption
certificates and documentation certifying eligibility to use State contracts. A list of categories of eligible
entities is available on the OGS website (https://online.ogs.ny.gov/purchase/snt/othersuse.asp).
Questions regarding an organization's eligibility to purchase from New York State Contracts may also
be directed to NYS Procurement Services Customer Services at 518-474-6717.
(continued)
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EXTENSION OF USE:
The Contract may be extended to additional States or governmental jurisdictions upon mutual written
agreement between New York State and the Contractor. Political subdivisions and other authorized
entities within each participating state or governmental jurisdiction may also participate in any resultant
Contract if such state normally allows participation by such entities. New York State reserves the right
to negotiate additional discounts based on any increased volume generated by such extensions.
NEW ACCOUNTS:
Contractor may ask State Agencies and other Authorized Users to provide information in order to
facilitate the opening of a customer account, including documentation of eligibility to use New York
State Contracts, agency code, name, address, and contact person. State Agencies shall not be
required to provide credit references.
CENTRALIZED CONTRACT MODIFICATIONS:
OGS, an Authorized User, or the Contractor may suggest modifications to the Centralized Contract or
its Appendices. Except as specifically provided herein, modifications to the terms and conditions set
forth herein may only be made with mutual written agreement of the parties. Modifications may take
the form of an update or an amendment. "Updates" are changes that do not require a change to the
established Centralized Contract terms and conditions. A request to add new Products or services at
the same or better price level is an example of an update. "Amendments" are any changes that are
not specifically covered by the terms and conditions of the Centralized Contract, but inclusion is found
to be in the best interest of the State. A request to change a contractual term and condition is an
example of an amendment.
Updates to the Centralized Contract and the Appendices may be made in accordance with the
contractual terms and conditions to incorporate new Products and services, make price level revisions,
delete Products, or to make such other updates to the established Centralized Contract terms and
conditions, not resulting in a change to such terms and conditions, which are deemed to be in the best
interest of the State.
OGS reserves the right to consider modifications that are not specifically covered by the terms of the
Centralized Contract but are judged to be in the best interest of the State. Such modifications are
deemed amendments to the Centralized Contract and may require negotiations between Contractor
and OGS before execution.
Modifications proposed by OGS or an Authorized User, including updates and amendments, shall be
processed in accordance with the terms of the Centralized Contract and Appendix B, Modification of
Contract Terms.
SOFTWARE/FIRMWARE UPDATES:
Contractor shall provide at no charge all updates to any embedded software or firmware in the Product
offered to customers generally.
COMPLIANCE WITH FEDERAL, STATE,AND LOCAL REGULATIONS:
If required within the Authorized User Agreement, Contractor will provide verification of compliance
with specific Federal, State and local regulations, laws and IT standards that the Authorized User is
required to comply with. See Appendix C— Primary Security and Privacy Mandates.
SEVERABILITY
If any one or more of the provisions of this Contract shall for any reason be declared unenforceable
under the laws or regulations in force, such provision will not have any effect on the validity of the
remainder of this Contract, which shall then be construed as if such unenforceable provision had never
been written or was never contained in this Contract.
UNANTICIPATED EXCESSIVE PURCHASE:
The State reserves the right to negotiate lower pricing or to advertise for Bids, for any unanticipated
excessive purchase.
(continued)
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AMERICANS WITH DISABILITIES ACT(ADA):
The federal ADA bars employment discrimination and requires all levels of government to provide
necessary and reasonable accommodations to qualified workers with disabilities. Contractor is
required to identify and offer any Products it manufactures or adapts that may be used or adapted for
use by persons with visual, hearing, or any other physical disabilities. Although it is not mandatory for
Bidder to have these Products in order to receive an award, it is necessary to identify any such
Products offered that fall into the above category.
NOTICE: THIS CONTRACT AWARD NOTIFICATION CONTAINS A SUBSET OF INFORMATION FROM
THE SOLICITATION. CONTRACTS RESULTING FROM SOLICITATION 23260 HAVE BEEN EXECUTED
BY CONTRACT AWARD LETTER. THE CONTRACT AWARD LETTER SETS FORTH THE ORDER OF
PRECEDENCE FOR THE TERMS AND CONDITIONS OF THE EXECUTED CONTRACTS. COMPLETE
CONTRACT DETAILS INCLUDING TERMS AND CONDITIONS CAN BE FOUND IN THE SOLICITATION
DOCUMENT DATED REVISED MAY 13, 2022.
(continued)
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State of New York
Office of General Services
PROCUREMENT SERVICES
Contract Performance Report
Please take a moment to let us know how this contract award has measured up to your expectations. If
reporting on more than one contractor or product, please make copies as needed. This office will use the
information to improve our contract award, where appropriate. Comments should include those of the
product's end user.
Contract No.: Contractor.
Describe Product* Provided (Include Item No., if available):
*Note: "Product" is defined as a deliverable under any Bid or Contract, which may include commodities
(including printing), services and/or technology. The term "Product" includes Licensed Software.
Excellent Good Acceptable Unacceptable
• Product meets your needs
• Product meets contract
specifications
• Pricing
CONTRACTOR
Excellent Good Acceptable Unacceptable
• Timeliness of delivery
• Completeness of order fill rate
• Responsiveness to inquiries
• Employe courtesy
• Problem resolution
Comments:
(over)
Agency: Prepared by:
Address: Title:
Date:
Phone:
E-mail:
Please detach or photocopy this form & return via e-mail to katherine.iezikAogs.ny.aov or mail to:
NYS Office of General Services
Procurement Services
Katie Jezik, 38th Floor
Corning Tower- Empire State Plaza
Albany, New York 12242
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(continued)
23260ra02 654