Mount Vernon Industrial Development Agency City Hall - 1 Roosevelt Square Mount Vernon, New York TEL (914) FAX (914)

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1 Mount Vernon Industrial Development Agency City Hall - 1 Roosevelt Square Mount Vernon, New York TEL (914) FAX (914) Board of Directors Mayor Richard Thomas, Chair Lawrence Porcari, Esq., Vice-Chair Comptroller Maureen Walker Thomas Rajala Leonard Iorio, Treasurer May 1, 2017 To All Interested Proposers: The Mt. Vernon Industrial Development Authority ( Mt. Vernon IDA ) is soliciting proposals from experienced firms to provide Parking Consulting Services. The Request for Proposals ("RFP") is available for your reference on the Mt. Vernon IDA s website at Each Proposer shall submit no later than 3:00 p.m.,on June 1, 2017, five (5) paper copies and a copy on a flash drive, CD ROM or similar device in either Microsoft Word or PDF format of a written response to the RFP to: Mt. Vernon Industrial Development Agency ATTN: Maria Donovan City Hall 1 Roosevelt Square Mt. Vernon, New York Each interested firm is encouraged to send a brief Notice of Intent to submit a proposal in response to this RFP to the Mount Vernon Industrial Development Agency on or before May 16 th, To facilitate communications between the Mt. Vernon IDA and Proposers and to ensure that all Proposers have access to the same information, all information concerning this RFP will be posted on the Mt. Vernon IDA s website at All questions regarding this RFP must be submitted as set forth in the RFP. The Mt. Vernon IDA will post the questions (without attribution) and responses on the RFP website. Maria Donovan will serve as the primary point of contact for this RFP. The RFP also lists other designated contacts. Except as otherwise stated in the RFP, no other contact with Mt. Vernon IDA or City of Mt. Vernon public officials, staff or consultants regarding this RFP will be allowed during the RFP process. Violation of this requirement may be grounds for disqualification from the RFP process. # v2

2 We look forward to your interest and participation in this RFP. Sincerely, Chairman Richard Thomas # v2

3 REQUEST FOR PROPOSALS FOR PARKING CONSULTING SERVICES Mt. Vernon Industrial Development Authority City Hall 1 Roosevelt Square Mt. Vernon, New York May 3, 2017 # v2

4 TABLE OF CONTENTS I. CALENDAR OF EVENTS...1 II. III. IV. CONTACT INFORMATION...1 CONTRACT PERIOD...2 BACKGROUND...2 V. SCOPE OF SERVICES...2 VI. VII. VIII. IX. PROPOSAL REQUIREMENTS...4 A. Management & Qualification...4 B. Cost...6 C. Other...7 EVALUATION AND SELECTION...7 A. Evaluation Criteria...7 B. Selection Process...8 PROPOSAL CONDITIONS AND INSTRUCTIONS...8 A. Limitations...8 B. Proposal Submission...9 C. Participation of Minority and Women-Owned Business Enterprises D. Administrative Specifications...10 E. Addenda: Errors and Omissions...10 CONTRACT APPROVAL...10 EXHIBIT A - Standard Consulting Agreement EXHIBIT B - MacBride Fair Employment Principles EXHIBIT C - Non-Collusive Bidding Certification EXHIBIT D - NYS Vendor Responsibility Questionnaire EXHIBIT E - Questionnaire Regarding Business Enterprises Owned and Controlled by Persons of Color or Women. # v2

5 The Mt. Vernon Industrial Development Authority ( Mt. Vernon IDA ) hereby solicits proposals from experienced parking consulting firms (hereinafter referred to as "firms") in response to this Request For Proposals ("RFP") to provide parking consulting services to the Mt. Vernon IDA. Issuance of RFP I. CALENDAR OF EVENTS Deadline for Questions Submit Notice of Intent Proposal Due Date II. CONTACT INFORMATION Pursuant to State Finance Law sections 139-j and 139-k, this RFP includes and imposes certain restrictions on communications between the Mt. Vernon IDA (and the City of Mt. Vernon) and the Proposers and potential Proposers during the procurement process. Proposers and potential Proposers are restricted from making "Contacts" (i.e., an oral, written or electronic communications which a reasonable person would infer as an attempt to influence the award, denial, or amendment of a contract) with anyone other than Mt. Vernon IDA s designated contacts from issuance of the RFP through final award and approval of the resulting procurement contract by the Mt. Vernon IDA ( restricted period ), unless it is a Contact that is included among certain statutory exemptions as set forth in State Finance Law section 139-j(3)(a). The Mt. Vernon IDA s designated contacts for this RFP, as of the date hereof, is Maria Donovan. The Mt. Vernon IDA is also required to obtain certain information when contacted during the restricted period and to make a determination of the responsibility of the Proposer pursuant to statutory provisions. Certain findings of non-responsibility can result in a rejection of contract award, and in the event of two findings of non-responsibility within a four (4) year period, the Proposer is debarred from obtaining governmental procurement contracts. Questions regarding this RFP should be sent to Maria Donovan on or before May 22nd, 2017 at mdonovan@cmvny.com. Responses to any questions received will be posted on the Mt. Vernon IDA s website at as they are received. No other communication of questions and answers are permitted. Each interested party should send a brief Notice of Intent by May 19th, Such notice should contain the potential Proposer's name, address, phone number, address and primary contact person. Submission of a Notice of Intent is strongly encouraged, although not a pre-requisite for submitting a proposal. Those firms that do not intend to propose are encouraged to advise the Mt. Vernon IDA why your firm will not be submitting a proposal in response to this RFP. Other than as provided for in this RFP, any contact with the Mt. Vernon IDA and the City of Mt. Vernon public officials, staff or consultants during the pendency of this RFP may be grounds for disqualification from the RFP process. # v2

6 Five (5) paper copies of your proposal and an electronic version on a flash drive, CD Rom or similar device of your proposal in either Microsoft Word or PDF format are due no later than the Proposal Due Date noted in Article I above, in a sealed package or packages. All proposals should be delivered to: Mt. Vernon Industrial Development Authority City Hall Roosevelt Square Mt. Vernon, New York Attention: Maria Donovan Proposals received after the Proposal Due Date will not be considered, nor will faxed or ed proposals, whenever received. Failure to submit a proposal on time will not be waived by the Mt. Vernon IDA under any circumstances (e.g., traffic conditions, mail or courier failure, etc.). The Mt. Vernon IDA will not provide reimbursement for any costs or expenses incurred in connection with this RFP, including the costs of preparing and submitting a response, providing any additional information or attending an interview. All material that is submitted in response to this RFP will become the sole property of the Mt. Vernon IDA. The Mt. Vernon IDA expressly reserves the right to utilize any and all ideas submitted in the proposals received unless covered by legal patent or proprietary rights, which must be clearly noted in the proposal submitted in response to the RFP. Interviews of the top-qualifying Proposers may be conducted at the Mt. Vernon IDA s discretion on a specific day or days to be disclosed later in the RFP process. All top-qualifying Proposers will be notified of the exact interview date(s) in advance. III. CONTRACT PERIOD The term of the contract will be for a period of 1 year. The Mt. Vernon IDA may terminate the contract at any time, in its sole discretion, upon written notice. IV. BACKGROUND V. SCOPE OF SERVICES Services To Be Provided The Mt. Vernon IDA is seeking a parking consulting firm to analyze the parking conditions in the City of Mt. Vernon and to provide near term and long term recommendations for improving the parking conditions. The parking consulting firm will be tasked with performing the following services: Scope of Services: 1. Prior to initiating its work, the selected Proposer shall prepare and submit a work plan and schedule for completion of each of the tasks listed below (as well as others that may be agreed upon) for the Mt. Vernon IDA s approval. The work plan shall provide for regular briefings of the Mt. Vernon IDA staff on the progress of the work; # v2

7 2. Perform surveys and convene meetings of residents, business owners/managers and employees, institutions, developers and visitors, to identify their concerns and experiences with the current parking conditions in the City of Mt. Vernon and in the areas they live, travel to or work in and to obtain their recommendations for improvements; 3. Compile and analyze Mt. Vernon s current parking-related policies and provisions, as set forth in its Code, ordinances and regulations; 4. Prepare a block by block inventory of the following parking data: on-street parking spaces (number of spaces, locations, whether metered or non-metered and restrictions), loading zones, bus stops and ADA-accessible parking; and public and private off street surface lots (number of spaces, locations, whether metered or non-metered and restrictions); and parking garages. This data shall be presented on a GIS map and on spreadsheets in the firm s final report. 5. Determine on a block by block basis, during peak and non-peak times of the day and throughout the week, parking utilization levels and patterns on public streets, and on public and private offstreet surface lots, to identify particular problem parking areas and areas where there may be at times a surplus of parking spaces; 6. Identify and consider adjustments to the applicable rates, time periods and locations for metered on-street and for metered off-street parking lots; for example, consider whether it would be desirable (a) to increase the metered rates and change the time periods for metered parking to better match the peak parking periods, and (b) to limit the maximum time allowed for on-street metered parking, to create incentives for greater use of off-street parking; 7. Evaluate the current meter technology being utilized and potential new meter technologies and systems that could be adopted and their relative benefits and costs; 8. Consider approaches to encourage employees of businesses to park their vehicles in off-street parking lots; 9. Examine the desirability of changing parallel parking spaces to angled parking on certain streets; 10. Consider means to better inform drivers where off-street municipal and any public/private shared parking is located, such as improved signage and parking maps; 11. Evaluate how known project developments may affect parking needs; 12. Recommend specific actions that can be taken immediately and those that can be taken over time to improve on-street and off-street parking conditions, which may include changes to Mt. Vernon s Code, ordinances and regulations; 13. Identify and consider potential opportunities for expansion of off-street surface parking, including (a) the opportunity to lease or share private off-street parking spaces and the locations which might be suitable and available, and (b) the acquisition of land for an additional municipal surface parking lot, and the potential locations for such facilities; # v2

8 14. Evaluate the need for an additional garage(s) and, if such an additional garage(s) is recommended, the potential locations for such garage(s) and the financial feasibility of constructing the garage(s). VI. PROPOSAL REQUIREMENTS The following is a list of the information to be provided in the Proposal. A proposal that does not include all the information requested below may be deemed non-responsive and subject to rejection. Proposals should respond to all areas listed below, in the order listed. A. Management and Qualifications In setting forth its qualifications, each Proposer shall provide, in concise but adequate detail, the information requested below, as appropriate. Responses to this Section A. Management and Qualifications shall be prepared on 8-inch x 11-inch paper using at least 12-point type with standard margins no less than 1". General Information 1. Provide your firm's legal name and address and State of Incorporation. 2. Provide a brief description of your firm, its history and ownership structure and the number of employees in the firm. Also include any significant developments, or organization, ownership or financial structure changes that have occurred in the last three years, or that you anticipate in the future. 3. Provide the name, title, address, telephone and fax number, and address of the individual the Mt. Vernon IDA should contact with respect to the proposal. Make a statement regarding the availability of this individual as the primary contact to the Mt, Vernon IDA throughout this engagement. 4. With respect to the requested Scope of Services, please provide a summary of your firm's experience providing such services. Additionally, identify any previous experience providing parking consulting services to municipalities, particularly densely populated municipalities. Please state the nature of that experience (services provided, term of such services, etc.) and the name of each such client. 5. Describe how you would staff the engagement, and indicate your understanding of the City of Mt. Vernon and its parking conditions. Discuss the issues that you feel are unique and important to providing advice and recommendations to improve parking in Mt. Vernon. 6. Discuss why your firm is well suited to provide services to the Mt. Vernon IDA. 7. Identify all the individuals who will be involved in providing the services under this RFP and the primary role and responsibilities of each member, as well as the principal senior officer who will serve as the Engagement Leader. Please provide resumes for these individuals including years of employment in your organization and total years of parking consulting experience. Also, include the physical location (i.e., the office that team member works from) of each identified team member or resource. # v2

9 8. Describe any areas or subjects related to the services to be provided in response to this RFP in which you feel your firm has special expertise and the nature of that special expertise. 9. Identify any sub-consultants or sub-contractors that you plan to utilize as part of your firm's proposed team. Provide comparable information as requested above in items (1) through (2) for the proposed sub-consultants or sub-contractors. 10. Identify any additional services not covered in the Scope of Service sections that your firm believes may be of particular value to the Mt. Vernon IDA. Please describe why you believe these services to be relevant. 11. Identify any services listed in the Scope of Services that your firm is not able to perform and explain why you are not able to perform these services. 12. Provide recent clients that can be used as references that best represent Proposer s ability to perform tasks described in this RFP. Provide the client name, contact person, title, address and telephone number. Please provide details on the work performed for each client, including the length of contract and explanation of how the work is similar to the work required by the Mt. Vernon IDA, and any other pertinent information relevant to representing your qualifications to perform the work. 13. Explain how you will safeguard and keep confidential the data and information provided by the Mt. Vernon IDA to your firm. 14. Provide copies of your two (2) most recent audited financial statements, including auditor's notes. If audited financial statements are not available, please explain why and identify how the Mt. Vernon IDA can assess the financial condition of your firm. 15. Proposers must demonstrate they possess relevant experience in providing parking consulting services for governmental entities, and where necessary have appropriate licenses in the State of New York to provide requested services. 16. Proposers who are certified as a New York State MBE or WBE Business should include this information in their proposal. 17. Identify the nature of any potential conflict of interest your firm or any proposed subconsultant(s) might have in providing consulting services under this RFP. (a) (b) Discuss fully any conflicts of interest, actual or potential, which might arise in connection with your firm's involvement with the Mt. Vernon IDA. If your firm believes that a conflict of interest might arise, please describe how such conflict would be resolved. State whether your firm represents any party that is or may be adverse to the Mt. Vernon IDA or the City of Mt. Vernon. Each firm must certify in writing that its representation of the Mt. Vernon IDA will not create any conflict of interest involving that firm. # v2

10 B. Cost 18. Discuss any past or present civil or criminal legal investigations, pertinent litigation and/or regulatory action involving your firm or any of its employees that could impact your role or ability to serve as a consultant to the Mt. Vernon IDA. If none, include a statement that there are no past or present civil or criminal legal investigations, or pertinent litigation and or regulatory actions that could impact your firm's ability to serve in the required capacity. 19. If your firm is awarded a contract in connection with this RFP can your firm obtain workers compensation and disability insurance documents within 15 business days of an award following the NYS guidelines below? Note that firm name on the contract and required insurance documents must be identical to the firm name and tax ID number on the Vendor Responsibility Questionnaire. Proposals shall include the following: C. Other # v2 1. Provide the compensation your firm proposes for the Scope of Services under this engagement, including any alternative fee arrangements you propose for consideration. 2. State any special considerations with respect to billing or payment of fees and expenses that your firm offers and that you believe would differentiate it from other Proposers and make your firm's services more cost effective for the Mt. Vernon IDA. 3. State whether the Mt. Vernon IDA is getting the lowest rate charged by your firm for its municipal clients, and if not, why. 4. Affirm that billing rate increases will not apply to the Mt. Vernon IDA for the first two years of the contract term. 1. Proposers must either provide a statement accepting the terms and conditions in Mt. Vernon IDA s Standard Consulting Agreement attached hereto, or must alternately identify any exceptions taken to the terms and conditions. If exceptions are taken, the Proposer must clearly identify the language that is being taken exception to and provide the suggested alternate language for each such exception. The nature and extent of exceptions, if any, taken by the Proposer to Mt. Vernon IDA s terms and conditions will be a factor considered in evaluating proposals. Proposers that demonstrate a willingness to accept Mt. Vernon IDA's terms and conditions will be given more favorable consideration. 2. Each Proposer shall provide a copy of its Affirmative Action Policy as an appendix to its proposal. 3. Proposers are hereby advised that the Mt. Vernon IDA is subject to the New York State Freedom of Information Law, Public Officers Law ( POL ), Article 6 ("FOIL"). Consistent with Section 87 (2) of the POL, Proposers shall indicate in their proposal what information, if any, should not be made publicly available by marking such information as confidential.

11 Information marked as confidential will be treated as such to the extent consistent with the Mt. Vernon IDA s obligations under FOIL, other applicable law, regulation or legal process. In the event that the Mt. Vernon IDA receives a FOIL request for any or all proposals submitted in response to this RFP, it will notify the Proposer of the FOIL request pursuant to Section 89(5) of the POL. VII. EVALUATION AND SELECTION A. Evaluation Criteria A Selection Committee consisting of Mt. Vernon IDA staff and/or consultants and/or others will evaluate the proposals. This Selection Committee will make its recommendations to the Mt. Vernon IDA for final approval. The Selection Committee will consider the following factors, not necessarily listed in the order of importance: 1. The firm's previous experience providing the proposed services to municipal clients. 2. The qualifications, expertise, prior experience and availability of the proposed team assigned to the Mt. Vernon IDA s account, including expertise and experience pertinent to the services requested in the RFP. 3. The proposed pricing. The Mt. Vernon IDA reserves the right to negotiate lower fees with any firm selected, or a different fee structure than proposed. 4. Overall organization, completeness, and quality of proposal, including cohesiveness, conciseness, clarity of response, demonstrated understanding of Mt. Vernon s parking situation and opportunities for improvement and the degree of acceptance of Mt. Vernon terms and conditions in its Standard Consulting Agreement. 5. The firm's overall diversity and commitment to equal opportunity programs. 6. Interviews, if conducted. B. Selection Process The Selection Committee will initially review all proposals to determine responsiveness. Any proposal that does not address all requested requirements or is incomplete will be rejected. The Selection Committee will evaluate all responsive and responsible proposals based on the criteria enumerated in Section VII (A), as referenced above. The Selection Committee may afford firms the opportunity to clarify proposals for the purpose of assuring a full understanding of their responsiveness to the RFP. The Selection Committee may also conduct interviews of Proposers found to be most qualified to perform the services required, based upon the criteria listed in this RFP. If so, Proposers will be notified in advance of the exact interview date. Prior to award of any contracts(s), the Selection Committee will conduct a vendor responsibility determination and may require eligible Proposers to answer questions and provide additional # v2

12 information to supplement the information provided in the Vendor Responsibility Questionnaire to assist the Selection Committee in making such a determination. All Proposers will be notified in writing once one or more firms have been selected. VIII. PROPOSAL INSTRUCTIONS AND CONDITIONS A. Limitations 1. This RFP does not commit the Mt. Vernon IDA to award a contract, pay any costs incurred in the preparation of a response, or procure or contract for services of any kind whatsoever. The Mt. Vernon IDA reserves the right, in its sole discretion, to accept or reject any or all responses as a result of the RFP, to negotiate with any or all firms considered, or to cancel this RFP in whole or in part. The Mt. Vernon IDA reserves the right to request additional information from all Proposers. 2. Proposers may be requested to clarify the contents of their proposal. Other than to provide such information as may be required by the Mt. Vernon IDA, no Proposer will be allowed to alter its proposal or to add new information after the RFP due date. 3. Proposers may be required to participate in negotiations and to submit any price, technical or other revisions to its proposal which may result from such negotiations. 4. Proposers must fully execute the following forms attached to this RFP and submit the forms with its proposal: (a) MacBride Fair Employment Principles; (b) Non-Collusive Bidding Certification; (c) NYS Vendor Responsibility Questionnaire; and (d) Questionnaire Regarding Business Enterprises Owned and Controlled by Persons of Color or Women. 5. No official, employee, or member of the Mt. Vernon IDA or a governing body of Mt. Vernon, or a local public body having jurisdiction within Mt. Vernon, shall have any interest, direct or indirect, in any resultant contract or the proceeds thereof during his or her tenure or one year thereafter. The award of a contract is subject to provisions of all Federal, State and City Laws. All firms must disclose with their proposal the name of any officer, director or agent who is also an employee of the Mt. Vernon IDA or the City of Mt. Vernon. Further, all firms must disclose the name of any Mt. Vernon IDA or Mt. Vernon employee who owns, directly or indirectly, an interest in ten percent or more in the firm or any of its subsidiaries or affiliates. 6. All material submitted in response to this RFP will become the sole property of the Mt. Vernon IDA, except as noted in Section II above. B. Proposal Submission. # v2 1. Proposals must include a cover letter on the firm s letterhead identifying the Proposer, indicating the mailing address of the firm s office from which the proposal is submitted, the name and address of the individual who will represent the firm as the primary contact person for the proposal, and the telephone and facsimile numbers of the primary contact person. The cover letter shall be bound with the proposal and signed by the individual or

13 individuals authorized to bind the Proposer contractually. In signing the cover letter, the Proposer agrees to be bound by the terms of this RFP and its submission hereunder for 180 days. 2. Non-responsive proposals include, but are not limited to, those that: (a) (b) (c) are not in conformance with RFP requirements and instructions; are conditional; or contain a material omission(s). The Mt. Vernon IDA reserves the right to waive non-material deviations in a proposal. Non-material deviations are deviations and/or omissions, the waiving of which, at the Mt. Vernon IDA s sole discretion, do not disadvantage the Mt. Vernon IDA, do not provide a competitive advantage to the Proposer and/or will not prejudice other Proposers or potential Proposers. 3. Joint proposals from multiple prime contractors will not be accepted. Proposals that include subcontractors are acceptable. The Mt. Vernon IDA s contractual relationship will be with the prime contractor. C. Participation of Minority or Women-Owned Business Enterprises The Mt. Vernon IDA is committed to diversity and equal employment opportunities among its contractors. The Proposer shall indicate if it is a Minority Business Enterprise or Womenowned Business Enterprise, as certified by New York State. D. Administrative Specifications 1. All proposals must be irrevocable for 180 days and signed by an authorized officer of the firm. 2. The successful Proposer(s) must agree to provide the Mt. Vernon IDA with audit access on request during the term of the contract and for 7 years thereafter. 3. The Mt. Vernon IDA at any time, in its sole discretion, may terminate its contract with the successful Proposer(s), or postpone or delay all or any part of the contract, upon written notice. 4. All Proposers are obligated to update any changes in their proposal prior to the proposal due date. E. Addenda: Errors and Omissions 1. If a Proposer discovers any ambiguity, conflict, discrepancy, omission or other error in this RFP, immediately notify Maria Donovan, at mdonovan@cmvny.com, in writing, of such error and request clarification or modification to the document. # v2

14 2. Should the Mt. Vernon IDA find it necessary, modification to the RFP will be made by addenda. Such modifications will be posted on the RFP web site. 3. If a Proposer fails to notify the Mt. Vernon IDA of a known error or an error that reasonably should have been known prior to the final filing date for submission, the Proposer shall assume the risk. If awarded the contract, the Proposer(s) shall not be entitled to additional compensation or time by reason of the error or its late correction. IX. CONTRACT APPROVAL The Mt. Vernon IDA s selection of a successful Proposer shall not be binding until it has been approved by the Mt. Vernon IDA. # v2

15 EXHIBIT B NONDISCRIMINATION IN EMPLOYMENT IN NORTHERN IRELAND: MACBRIDE FAIR EMPLOYMENT PRINCIPLES In accordance with section 165 of the State Finance Law, the bidder, by submission of this bid certifies that it or any individual or legal entity in which the bidder holds a 10% or greater ownership interest, or any individual or legal entity that holds a 10% or greater ownership in the bidder, either: (answer yes or no to one or both of the following, as applicable), (1) has business operations in Northern Ireland; Yes or No If yes: (2) shall take lawful steps in good faith to conduct any business operations that it has in Northern Ireland in accordance with the MacBride Fair Employment Principles relating to nondiscrimination in employment and freedom of workplace opportunity regarding such operations in Northern Ireland, and shall permit independent monitoring of their compliance with such Principles. Yes or No Signature # v2

16 EXHIBIT C Non-Collusive Bidding Certification By submission of this bid, bidder and each person signing on behalf of bidder certifies, and in the case of joint bid, each party thereto certifies as to its own organization, under penalty of perjury, that to the best of his/her knowledge and belief: [1] The prices in this bid have been arrived at independently, without collusion, consultation, communication, or agreement, for the purposes of restricting competition, as to any matter relating to such prices with any other Bidder or with any competitor; [2] Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder and will not knowingly be disclosed by the Bidder prior to opening, directly or indirectly, to any other Bidder or to any competitor; and [3] No attempt has been made or will be made by the Bidder to induce any other person, partnership or corporation to submit or not to submit a bid for the purpose of restricting competition. A BID SHALL NOT BE CONSIDERED FOR AWARD NOR SHALL ANY AWARD BE MADE WHERE [1], [2], [3] ABOVE HAVE NOT BEEN COMPLIED WITH; PROVIDED HOWEVER, THAT IF IN ANY CASE THE BIDDER(S) CANNOT MAKE THE FORGOING CERTIFICATION, THE BIDDER SHALL SO STATE AND SHALL FURNISH BELOW A SIGNED STATEMENT WHICH SETS FORTH IN DETAIL THE REASONS THEREFORE: [AFFIX ADDENDUM TO THIS PAGE IF SPACE IS REQUIRED FOR STATEMENT.] Subscribed to under penalty of perjury under the laws of the State of New York, this day of, 20 as the act and deed of said corporation of partnership. IF BIDDER(S) (ARE) A PARTNERSHIP, COMPLETE THE FOLLOWING: NAMES OF PARTNERS OR PRINCIPALS LEGAL RESIDENCE IF BIDDER(S) (ARE) A CORPORATION, COMPLETE THE FOLLOWING: NAMES President Secretary LEGAL RESIDENCE # v2

17 Treasurer President Secretary Treasurer Identifying Data: Potential Consultant: Street Address: City, Town, etc. Telephone: Title: If applicable, Responsible Corporate Officer Name Title Signature Joint or combined bids by companies or firms must be certified on behalf of each participant: Legal name of person, firm or corporation Legal name of person, firm or corporation By: By: Title Title Street Address Street Address City and State City and State # v2

18 EXHIBIT D New York State Vendor Responsibility Questionnaire A contracting agency is required to conduct a review of a prospective contractor to provide reasonable assurances that the vendor is responsible. This questionnaire is designed to provide information to assist a contracting agency in assessing a vendor's responsibility prior to entering into a contract with the vendor. Vendor responsibility is determined by a review of each bidder or proposer's authorization to do business in New York, business integrity, financial and organizational capacity, and performance history. Prospective contractors must answer every question contained in this questionnaire. Each "Yes" response requires additional information. The vendor must attach a written response that adequately details each affirmative response. The completed questionnaire and attached responses will become part of the procurement record. It is imperative that the person completing the vendor responsibility questionnaire be knowledgeable about the proposing contractor's business and operations as the questionnaire information must be attested to by an owner or officer of the vendor. Please read the certification requirement at the end of this questionnaire. # v2

19 EIN: NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR-PROFIT BUSINESS ENTITY You have selected the For-Profit Non-Construction questionnaire which may be printed and completed in this format or, for your convenience, may be completed online using the New York State VendRep System. COMPLETION & CERTIFICATION The person(s) completing the questionnaire must be knowledgeable about the vendor's business and operations. An owner or officer must certify the questionnaire and the signature must be notarized. DEFINITIONS All underlined terms are defined in the New York State Vendor Responsibility Definitions List, found at These terms may not have their ordinary, common or traditional meanings. Each vendor is strongly encouraged to read the respective definitions for any and all underlined terms. By submitting this questionnaire, the vendor agrees to be bound by the terms as defined in the "New York State Vendor Responsibility Definitions List" existing at the time of certification. RESPONSES Every question must be answered. Each response must provide all relevant information which can be obtained within the limits of the law. However, information regarding a determination or finding made in error which was subsequently corrected is not required. Individuals and Sol e Propr i e t ors may use a Social Security Number but are encouraged to obtain and use a federal Employer Ident i f ica tion Numbe r (EIN). REPORTING ENTITY Each vendor must indicate if the questionnaire is filed on behalf of the entire Legal Bus iness En t i t y or an Or ga nizat i onal Unit within or operating under the authority of the Legal Business Entit y and having the same EIN. Generally, the Organizationa l Unit option may be appropriate for a vendor that meets the definition of "Reporting Entity" but due to the size and complexity of the Legal Business Entity, is best able to provide the required information for the Organization a l Unit, while providing more limited information for other parts of the Legal Bus i ness Entity and Associated Entities. ASSOCIATED ENTITY An Assoc i a t e d En t i t y is one that owns or controls the Reporting Entity or any entity owned or controlled by the Reporting Entity. However, the term Associ ated Entity does not include "sibling organizations" (i.e., entities owned or controlled by a parent company that owns or controls the Reporting Entity), unless such sibling entity has a direct relationship with or impact on the Reporting Entity. STRUCTURE OF THE QUESTIONNAIRE The questionnaire is organized into eleven sections. Section I is to be completed for the Legal Business Ent ity. Section II requires the vendor to specify the Reporting Entity for the questionnaire. Section III refers to the individuals of the Reporting Entity, while Sections IV-VIII require information about the Reporting Entity. Section IX pertains to any Associated Entities, with one question about their Officials/Owners. Section X relates to disclosure under the Freedom of Information Law (FOIL). Section XI requires an authorized contact for the questionnaire information. # v2

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22 NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR-PROFIT BUSINESS ENTITY EIN: I. LEGAL BUSINESS ENTITY INFORMATION Legal Business Entity Name* EIN (Enter 9 digits, without hyphen) Address of the Principal Pl ace of Bus ines s (street, city, state, zip code) Telephone Fax ext. Website Additional Legal Business Entit y Identities: If applicable, list any other DBA, Trade Name, Former Name, Other Identity, or EIN used in the last five (5) years and the status (active or inactive). Type Name EIN Status 1.0 Le gal Business Entity Type - Check appropriate box and provide additional information: [ ] Corporation (including PC) Date of Incorporation [ ] Limi ted Li abil ity Company (LLC or PLLC) Date of Organization [ ] Partnership (including LLP, LP or General) Date of Registration or Establishment [ ] Sole Proprie tor How many years in business? [ ] Other Date Established If Other, explain: 1.1 Was the Legal Business Entity formed or incorporated in New York State? [ ] Yes [ ] No If No, indicate jurisdiction where Lega l Business Ent ity was formed or incorporated and attach a Certi fica t e of Good Standing from the applicable jurisdiction or provide an explanation if a Ce rtificate of Good Standing is not available. [ ] United States State [ ] Other Country Explain, if not available: 1.2 Is the Legal Business Entity publicly traded? [ ] Yes [ ] No If "Yes," provide CIK Code or Ticker Symbol 1.3 Does the Legal Business Entity have a DUNS Number? [ ] Yes [ ] No If "Yes," Enter DUNS Number * All underlined terms are defined in the "New York State Vendor Responsibility Definitions List," which can be found at Page 2 of 10 June 28, 2010

23 NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR-PROFIT BUSINESS ENTITY EIN: I. LEGAL BUSINESS ENTITY INFORMATION 1.4 If the Legal Bu siness Entity's Principal Place of Bus i ness is not in New York State, does the Legal Bus iness Entity maintain an office in New York State? (Select "N/A," if Principal Place of Business is in New York State.) (Select "N/A," if Pr i ncipa l Place of Business is in New York State.) [ ] Yes [ ] N/A [ ] No If "Yes," provide the address and telephone number for one office located in New York State. 1.5 Is the Legal Bus iness En tity a New York State certified Minority-Owned Bus iness Ent e rprise (MBE), [ ] Yes [ ] No Wome n- Owne d Bus iness Enterprise (WBE), Ne w Yor k State Sma ll Bu siness (SB) or a federally certified Disadvant aged Bus iness Enterprise (DBE)? If "Yes," check all that apply: [ ] New York State certified Minor ity-owne d Bus i ness Ente rprise (MBE) [ ] New York State certified Women-O wned Bus iness Ent erpris e (WBE) [ ] Ne w Yor k St a t e Small Business (SB) [ ] Federally certified Disadvantaged Business Enterprise (DBE) 1.6 Identify Officials and Pri nci pal Owne r s, if applicable. For each person, include name, title and percentage of ownership. Attach additional pages if necessary. If applicable, reference to relevant SEC filing(s) containing the required information is optional. Name Title Percentage Ownership (Enter 0% if not applicable) Page 3 of 10 June 28, 2010

24 NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR-PROFIT BUSINESS ENTITY EIN:

25 II. REPORTING ENTITY INFORMATION The Reporting Entity for this questionnaire is: Note: Select only one. [ ] Legal B usine s s Entity Note: If selecting this option, "Re porting Entity" refers to the entire Le gal Busine ss Enti t y for the remainder of the questionnaire. (SKIP THE REMAINDER OF SECTION II AND PROCEED WITH SECTION III.) [ ] Organizational Unit within and operating under the authority of the Legal Business Entity SEE DEFINITIONS OF "REPORTI NG ENTITY" AND "ORGANIZATIONAL UNIT" FOR ADDITIONAL INFORMATION ON CRITERIA TO QUALIFY FOR THIS SELECTION. Note: If selecting this option, "Re porting Entity" refers to the Organiz ational Uni t within the Le gal Busine ss Entity for the remainder of the questionnaire. (COMPLETE THE REMAINDER OF SECTION II AND ALL REMAINING SECTIONS OF THIS QUESTIONNAIRE.) IDENTIFYING INFORMATION a) Reporting Entity Name Address of the Primar y Place of B usiness (street, city, state, zip code) Telephone Ext. b) Describe the relationship of the Reporting Entity to the Legal Business Entity c) Attach an organizational chart d) Does the Reporting Entity have a DUNS Number? If "Yes," enter DUNS Number [ ] Yes [ ] No e) Identify the designated manager(s) responsible for the business of the Reporting Entity. For each person, include name and title. Attach additional pages if necessary. Name Title Page 4 of 10 June 28, 2010

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27 NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR- PROFIT BUSINESS ENTITY INSTRUCTIONS FOR SECTIONS III THROUGH VII EIN: For each "Yes," provide an explanation of the issue(s), relevant dates, the government entity involved, any remedial or corrective action(s) taken and the current status of the issue(s). For each "Other," provide an explanation which provides the basis for not definitively responding "Yes" or "No." Provide the explanation at the end of the section or attach additional sheets with numbered responses, including the Reporting Entity name at the top of any attached pages. III. LEADERSHIP INTEGRITY WITHIN THE PAST FIVE (5) YEARS, HAS ANY CURRENT OR FORMER REPORTING ENTITY OFFICIAL OR ANY INDIVIDUAL CURRENTLY OR FORMERLY HAVING THE AUTHORITY TO SIGN, EXECUTE OR APPROVE BIDS, PROPOSALS, CONTRACTS OR SUPPORTING DOCUMENTATION ON BEHALF OF THE REPORTING ENTITY 3.0 Sanctioned relative to any business or professional permit and/or license? [ ] Yes [ ] No [ ] Other 3.1 Suspended, debarred, or disqualified from any government contract i ng pr oc ess? [ ] Yes [ ] No [ ] Other 3.2 The subject of an investigation, whether open or closed, by any government entity for a civil or criminal violation for any business-related conduct? [ ] Yes [ ] No [ ] Other 3.3 Charged with a misdemeanor or felony, indicted, granted immunity, convicted of a crime or [ ] Yes [ ] No [ ] Other subject to a judgment for: a) Any business-related activity; or b) Any crime, whether or not business-related, the underlying conduct of which was related to truthfulness? For each "Yes" or "Other" explain: IV. INTEGRITY - CONTRACT BIDDING WITHIN THE PAST FIVE (5) YEARS, HAS THE REPORTING ENTITY: 4.0 Been suspended or debarred from any government cont r a cti ng proces s or been disqualified on any [ ] Yes [ ] No government procurement, permit, license, concession, franchise or lease, including, but not limited to, debarment for a violation of New York State Workers' Compensation or Prevailing Wage laws or New York State Procurement Lobbying Law? 4.1 Been subject to a denial or revocation of a government prequalification? [ ] Yes [ ] No 4.2 Been denied a contract award or had a bid rejected based upon a non-responsibility finding by a [ ] Yes [ ] No government entity? 4.3 Had a low bid rejected on a government contract for failure to make good faith eff orts on any Minority- [ ] Yes [ ] No Owne d Business Enterpri se, Wome n-owned Bus iness En t erp rise or Disadvantaged Bus iness Enterprise goal or s tat utory affir ma tive action requi r ements on a previously held contract? 4.4 Agreed to a voluntary exclusion from bidding/contracting with a government entity? [ ] Yes [ ] No 4.5 Initiated a request to withdraw a bid submitted to a government entity in lieu of responding to an [ ] Yes [ ] No information request or subsequent to a formal request to appear before the government e ntity? For each "Yes," explain: Page 5 of 10 June 28, 2010

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29 NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR-PROFIT BUSINESS ENTITY EIN: V. INTEGRITY - CONTRACT AWARD WITHIN THE PAST FIVE (5) YEARS, HAS THE REPORTING ENTITY: 5.0 Been suspended, cancelled or t e rmi nated for c ause on any government contract including, but not limited [ ] Yes [ ] No to, a non-respo nsibilit y f ind i ng? 5.1 Been subject to an a dminist rative proc eedi ng or civil action seeking specific performance or restitution in [ ] Yes [ ] No connection with any government contract? 5.2 Entered into a formal monitoring agreement as a condition of a contract award from a government entity? [ ] Yes [ ] No For each "Yes," explain: VI. CERTIFICATIONS/LICENSES WITHIN THE PAST FIVE (5) YEARS, HAS THE REPORTING ENTITY: 6.0 Had a revocation, suspension or disbarment of any business or professional permit and/or license? [ ] Yes [ ] No 6.1 Had a denial, decertification, revocation or forfeiture of New York State certification of Minority-Owned [ ] Yes [ ] No Business Enterprise, Women-Ow ned Bus iness Ente rprise or federal certification of Di sadvantaged Bus iness Enterprise status for other than a change of ownership? For each "Yes," explain: VII. LEGAL PROCEEDINGS WITHIN THE PAST FIVE (5) YEARS, HAS THE REPORTING ENTITY: 7.0 Been the subject of an investi gation, whether open or closed, by any governme nt e nt ity for a civil or criminal [ ] Yes [ ] No violation? 7.1 Been the subject of an indictment, grant of immunity, judgment or conviction (including entering into a plea [ ] Yes [ ] No bargain) for conduct constituting a crime? 7.2 Received any OSHA citation and Notification of Penalty containing a violation classified as serious or [ ] Yes [ ] No willful? 7.3 Had a governme nt e nt ity find a willful prevailing wage or supplemental payment violation or any other [ ] Yes [ ] No willful violation of New York State Labor Law? 7.4 Entered into a consent order with the New York State Department of Environmental Conservation, or [ ] Yes [ ] No received an enforcement determination by any government ent ity involving a violation of federal, state or local environmental laws? 7.5 Other than previously disclosed: [ ] Yes [ ] No a) Been subject to fines or penalties imposed by government entities which in the aggregate total $25,000 or more; or b) Been convicted of a criminal offense pursuant to any administrative and/or regulatory action taken by any govern me nt ent i ty? For each "Yes," explain:

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31 NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR-PROFIT BUSINESS ENTITY EIN: VIII. FINANCIAL AND ORGANIZATIONAL CAPACITY 8.0 Within the past five (5) years, has the Reporting Entity received any f ormal unsat isfac tory performa nce [ ] Yes [ ] No assessment(s) from any government ent ity on any contract? If "Yes," provide an explanation of the issue(s), relevant dates, the gover nme nt entity involved, any remedial or corrective action(s) taken and the current status of the issue(s). Provide answer below or attach additional sheets with numbered responses. 8.1 Within the past five (5) years, has the Reporting Entity had any l iquida t e d damages assessed over $25,000? [ ] Yes [ ] No If "Yes," provide an explanation of the issue(s), relevant dates, contracting party involved, the amount assessed and the current status of the issue(s). Provide answer below or attach additional sheets with numbered responses. 8.2 Within the past five (5) years, have any liens or judgments (not including UCC filings) over $25,000 been [ ] Yes [ ] No filed against the Reporting Entity which remain undischarged? If "Yes," provide an explanation of the issue(s), relevant dates, the Lien holder or Claimant's name(s), the amount of the lien(s) and the current status of the issue(s). Provide answer below or attach additional sheets with numbered responses. 8.3 In the last seven (7) years, has the Reporting Entity initiated or been the subject of any bankruptcy [ ] Yes [ ] No proceedings, whether or not closed, or is any bankruptcy proceeding pending? If "Yes," provide the bankruptcy chapter number, the court name and the docket number. Indicate the current status of the proceedings as "Initiated," "Pending" or "Closed." Provide answer below or attach additional sheets with numbered responses. 8.4 During the past three (3) years, has the Reporting Entity failed to file or pay any tax returns required by federal, state or local tax laws? [ ] Yes [ ] No If "Yes," provide the taxing jurisdiction, the type of tax, the liability year(s), the tax liability amount the Reporting Entity failed to file/pay and the current status of the tax liability. Provide answer below or attach additional sheets with numbered responses. 8.5 During the past three (3) years, has the Reporting Entity failed to file or pay any New York State [ ] Yes [ ] No unemployment insurance returns? If "Yes," provide the years the Reporting Entity failed to file/pay the insurance, explain the situation and any remedial or corrective action(s) taken and the current status of the issue(s). Provide answer below or attach additional sheets with numbered responses. 8.6 During the past three (3) years, has the Reporting Entity had any governme nt a udit( s) completed? [ ] Yes [ ] No a) If "Yes," did any audit of the Reporting Entity identify any reported significant deficiencies in internal [ ] Yes [ ] No control, fraud, illegal acts, significant violations of provisions of contract or grant agreements, significant abuse or any material disallowance? If "Yes" to 8.6 a), provide an explanation of the issue(s), relevant dates, the gove rnme nt e ntity involved, any remedial or corrective action(s) taken and the current status of the issue(s). Provide answer below or attach additional sheets with numbered responses. Page 7 of 10 June 28, 2010

32 NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR-PROFIT BUSINESS ENTITY EIN: IX. ASSOCIATED ENTITIES THIS SECTION PERTAINS TO ANY ENTITY(IES) THAT EITHER CONTROLS OR IS CONTROLLED BY THE REPORTING ENTITY. (SEE DEFINITION OF ASSOCIATED ENTITY FOR ADDITIONAL INFORMATION TO COMPLETE THIS.) 9.0 Does the Reporting Entity have any Associated Entities? [ ] Yes [ ] No Note: All questions in this section must be answered if the Reporting Entity is either: - An Organizational Unit; or - The entire Legal Busine ss Entity which controls, or is controlled by, any other entity(ies). If "No," SKIP THE REMAINDER OF SECTION IX AND PROCEED WITH SECTION X. 9.1 Within the past five (5) years, has any Associated Entit y Official or Principal Owner been charged with a [ ] Yes [ ] No misdemeanor or felony, indicted, granted immunity, convicted of a crime or subject to a judgment for: a) Any business-related activity; or b) Any crime, whether or not business-related, the underlying conduct of which was related to truthfulness? If "Yes," provide an explanation of the issue(s), the individual involved, his/her title and role in the Associ a ted Ent ity, his/her relationship to the Reporting Entity, relevant dates, the gove rnme nt e ntity involved, any remedial or corrective action(s) taken and the current status of the issue(s). 9.2 Does any As sociated Enti ty have any currently undischarged federal, New York State, New York City or New York local government liens or judgments (not including UCC filings) over $50,000? If "Yes," provide an explanation of the issue(s), identify the Associated Entity's name(s), EIN(s), primary business activity, relationship to the Reporting Entity. relevant dates, the Lien holder or Claimant's name(s), the amount of the lien(s) and the current status of the issue(s). Provide answer below or attach additional sheets with numbered responses. 9.3 Within the past five (5) years, has any Associated Entity: [ ] Yes [ ] No a) Been disqualified, suspended or debarred from any federal, New York State, New York City or other [ ] Yes [ ] No New York local gove rnment contracting process? b) Been denied a contract award or had a bid rejected based upon a non- respons i bility finding by any [ ] Yes [ ] No federal, New York State, New York City, or New York local government e ntity? c) Been suspended, cancelled or t e rmina ted for cau s e (including for non-responsibility) on any federal, [ ] Yes [ ] No New York State, New York City or New York local government contract? d) Been the subject of an investigation, whether open or closed, by any federal, New York State, New [ ] Yes [ ] No York City, or New York local governme nt entity for a civil or criminal violation with a penalty in excess of $500,000? e) Been the subject of an indictment, grant of immunity, judgment, or conviction (including entering into [ ] Yes [ ] No a plea bargain) for conduct constituting a crime? f) Been convicted of a criminal offense pursuant to any administrative and/or regulatory action taken by [ ] Yes [ ] No any federal, New York State, New York City, or New York local government en t ity? g) Initiated or been the subject of any bankruptcy proceedings, whether or not closed, or is any [ ] Yes [ ] No bankruptcy proceeding pending? For each "Yes," provide an explanation of the issue(s), identify the Associated Entity's name(s), EIN(s), primary business activity, relationship to the Reporting Entity, relevant dates, the government entity involved, any remedial or corrective action(s) taken and the current status of the issue(s). Provide answer below or attach additional sheets with numbered responses. Page 8 of 10 June 28, 2010