citywide ferry barge fabrication services project # 6155 ... · citywide ferry barge fabrication...

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Citywide Ferry Barge Fabrication Services Project # 6155 / Contract # 61550002

Questions & Answers April 23, 2015

1. Will the fabricator store the barges? Answer: No, a location will be provided for delivery of the barges within NY harbor

2. Is there an advantage for fabricator to store the barges? Answer: This is dependent on the schedule. Fabricator is responsible to deliver barges somewhere in NY harbor

3. Will there be a second RFP for the fit-out of the barges? Answer: Yes

4. Is price proposal for fabrication only? Answer: Yes. Barge outfitting is not to be included in proposal price.

5. Do you foresee any issues with cutting into the barge? Answer: Refer to addendum 1 for revised barge specifications. Specifications will minimize barge cutouts.

6. Are you planning for just a prime coat for the barge? Answer: Refer to specifications in RFP for coating

7. What is the Freeboard height? Answer: This is to be determined. Ballasting for freeboard will be performed by others following fit-out.

8. What are the ballasting requirements? Answer: The fabricator is responsible for delivering a level barge. The barge ballasting will be by others.

9. Can concrete ballast be used in lieu of steel? Answer: No; the specification does not allow for that.

10. Must the barge chambers be watertight? Answer: Yes.

11. Will Contract drawings be issued with the RFP? Answer: No

12. How do you handle design costs? Answer: Design costs are to be included in the per barge costs.

13. Are there Buy America requirements for this contract? Answer: No

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14. What List change is required for barges?

Answer: To be determined. The fabricator is to provide a level barge under the guidelines of the specifications.

15. Will the barges be ABS certified?

Answer: No; however fabrication must follow ABS standards and guidelines and shop drawings are to be stamped by a licensed Naval Architect or Professional Engineer.

16. Are the drawings required to be stamped by the ABS?

Answer: No; however fabrication must follow ABS standards and guidelines and shop drawings are to be stamped by a licensed Naval Architect or Professional Engineer.

17. What are the load lines for the Barge?

Answer: Barges will not be considered as a vessel. They will be classified as a floating pier.

18. Will there be allowance for cutouts for the spud collars?

Answer: No spud collars will be externally welded by others.

19. Do you have any concerns with the loading for the deck? Answer: Refer to Addendum 1. The loading for the top deck shall be 300 pounds per square foot to allow for future equipment mounting on the deck.

20. Section 2.5.2 calls for ABS Barge Rules in lieu of River Rules. Is there are specific reason for this?

Answer: No. This is the specifications we have used to procure other barges in the past.

21. How will electricity be provided to the barge?

Answer: Electricity will be provided via shore power which is not included in this contract. Contractor is responsible to provide duct banks or conduit chases through barge compartments – refer to Adendum 1.

22. The synopsis of the City Wide Ferry Service Barges, Consultant Services RFP,

states that the Citywide Ferry Service Program will require the construction of several new ferry landings and upgrades to some existing landings including a barge, a gangway, ticket machine(s), lighting, trash, receptacles, bicycle parking and passenger shuttles. It also says that some ferry landing projects may require more extensive infrastructure including bulkhead and/or pier construction. The invitation in the Introduction states "The Consultant shall be experienced in all aspects of the Services." Please confirm if the scope of work for the Citywide Ferry Service Program will be contracted separately from each other or if each task will be separately bid? In other words, will this specific RFP be for barge design, fabrication, and delivery only as stated in Appendix B or will Contractor be required to provide other services stipulated in the synopsis? Part II, Clause 6 States that "the General Terms and Conditions (Part II) and the Appendices (Part III), other than Appendix B and C, are not

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negotiable", please confirm the scope will not change to include any other services outside of design, fabrication, and delivery of barges only.

Answer: The scope of services for this contract will be for the fabrication and delivery of barges as described in Appendix B. All other elements of the project described in the Citywide Ferry Service Program overview will be performed under separate procurements.

23. It states in the introduction that this contract is subject to the availability of

funds and Contractor understands that funding can change, but can it be confirmed if this contract has been funded in full, partial funding, or if it is pending funding in its entirety?

Answer: The Contract is currently fully funded.

24. Per Part I, Clause 2.2.3 the anticipated contract award is June 25th, 2015 with an anticipated contract term of 28 months, please clarify if this 28 months is inclusive of design, ABS approval, fabrication time, and delivery? If this contract term is to be all inclusive of the scope of work from design to delivery, Contractor suggests consideration of time required to complete design and coordinate with ABS and suggests language in the contract that will clarify buyers position on this potential concern.

Answer: ABS approval will not be required under this Contract. The Contract Term to be included in the awarded Contract will be determined by NYCEDC after reviewing the Consultant’s proposed schedule.

25. Please also note that in Exhibit 2, Sample Payment Schedule, there is not a cost line item identified for design work. Having this stipulated as its own cost line item would allow Contractor to progress bill and clearly identifies that buyer has paid for drawings and therefore owns the rights to the drawings. It would also allow for it to be treated as a critical cost pre fabrication and delivery.

Answer: Preparation of shop drawings is to be included in the cost of the individual barges. By contract, the NYCEDC and the City will own all drawings.

26. Please also clarify that in Exhibit 2, Sample Payment Schedule, if this is subject to change since it does say "Sample"? Will this be negotiable or should bidder expect there to be a Final Payment Schedule Released?

Answer: The Fee and Cost Schedule to be included in the Contract will be determined by NYCEDC after reviewing the Consultant’s proposed Fee and Cost Schedule. The Consultant’s proposed Fee and Cost Schedule should mirror the format of the Sample Fee and Cost Schedule included in Exhibit 2 of the RFP.

27. Is it safe for Contractor to assume that exceptions will be considered to clauses that are not applicable to Fabricator if Fabricator is not geographically located in NY?

Answer: The fabricator is required to follow the prevailing wage schedule of the locality in which the work is being performed. Other factors will be considered on a case-by-case basis.

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28. Currently, each barge is scheduled to be delivered separately as priced in Exhibit 2, would buyer consider towing of multiple barges at one time or at a minimum a tandem tow in order to save costs on delivery?

Answer: The respondent may propose alternate delivery methods in their proposal; however, NYCEDC retains the right to require delivery of barges upon completion of fabrication or at any time thereafter.

29. Will there be any bonding requirements for this RFP or Performance Bonds? Answer: No.

30. Will NYC have a staff member onsite at the Contractors facility during construction?

Answer: Yes, NYCEDC and/or a member of the Program Team will be present at the Contractor’s facility periodically throughout the fabrication of the barges.

31. Please confirm since there is no M/WBE goals that Contractor does not have to submit a Subcontractors Participation Plan and will not be held to any liquidated damages for failure to fulfill approved participation goals?

Answer: Confirmed.

32. Reference Appendix B7, Section 2.6.3, Can Consultant Quality personnel certified in accordance with AWS CWI, or ASNT Recommended Practice SNT TC-1A, Personnel Qualification and Certification in Nondestructive Testing (2011) perform all Consultant inspections in lieu of certification to ASNT ACCP as referenced in ABS Guide for Nondestructive Inspection of Hull Welds 2011, Section 1, 13(3)?

Answer: Yes, Consultant’s Inspector can be an accredited professional other than described in ABS Guidelines, as approved in writing by NYCEDC.

33. Reference Appendix B16, Section 6.3.1, Clarify wording of 6.3.1 in regards to “ABS certification of fabrication shop that indicates the required Category as specified herein.” Please explain the word “Category” and “ABS certification of shop” as used in the document paragraph/section referenced.

Answer: There is no requirement for the fabrication shop to be ABS Certified.

34. Can you please confirm that this procurement is for 13- 30 x 90 x 9 box (or rake end) barges?

Answer: The RFP is for fabrication of up to 13 barges box barges. The number of barges awarded to each consultant will be determined by NYCEDC at the time of award. Please refer to Addendum 1 for the dimensions of the barges (35x90x11).

35. Appendix B-10 3.1.1 Structural Steel - As per ABS River Rules for the subject barge ABS Grade "A" mild steel material is acceptable for the intended service. However, please clarify that although ABS Grade "A" mild steel material is

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acceptable, the barge shall be constructed of welded ABS high strength AH-32 material as required by the Corporation?

Answer: Grade A steel is acceptable.

36. Appendix B-14 4.2 Field Tests - Is the Stability Test, Inclining Experiment is to be performed at the shipyard upon fabrication completion and prior to delivery?

Answer: Yes, the stability test should be performed prior to delivery.

37. As discussed in the 4-10-15 pre-proposal meeting, will a preliminary floating barges deck plan indicating number of void compartments be provided to the proposed bidders?

Answer: No, respondent should include this in their shop drawings for approval by NYCEDC after contract award.

38. Also as discussed in the meeting and Appendix B-7, 2.5.1, will the amended barge dimensions length = 90'-0", width = 35'-0", depth = 11'-0" be issued as an addendum?

Answer: Addendum 1 has been issued with the revised barge dimensions.

39. Appendix B-7, 2.5.2 Applicable ABS Rules - The barges shall be in accordance with the ABS Rules for Building and Classing Steel Vessels for Service on Rivers and Intracoastal Waterways (2015) instead of the ABS Rules for Building and Classing Steel Barges (2015)?

Answer: ABS Rules for Building and Classing Steel Barges

40. Appendix B-7, 2.5.2, 2.5.4.2 and Appendix B-8, 2.6.1 The barges shall neither be classed by ABS, the plans and drawings are not be stamped approved by ABS technical office nor the construction is to be surveyed by an ABS Surveyor?

Answer: Correct, the barges are not to be classified by ABS, however fabrication must follow ABS standards and guidelines and shop drawings are to be stamped by a licensed Naval Architect or Professional Engineer.

41. During construction is the barge required to be inspected by the USCG? Upon delivery and installation on site as a ferry landing facility will the barge be inspected by the USCG?

Answer: The USCG may choose to inspect during fabrication, upon delivery and/or upon installation at the site. The USCG will consider the barge as a floating pier (facility) and have a facility security plan, not a vessel security plan.

42. Appendix B-7, 2.5.3 Barge design element clarification for future use as a ferry landing facility –

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a. For public assembly on the barge deck, is the deck required to be designed for 300 psf deck load? Answer: Yes, please refer to Addendum 1 for required deck loading.

b. Is the steel fendering or rub bars on the side shell to be designed

and installed on port and starboard above the water line? Answer: No, there will be no fendering or rub bars installed as part of this contract.

c. Does the bow radius mean each end of the barge has raked bottom

with head log and stern log? Also have four corner radius? Answer: “Bow Radius” as used in Appendix B Section 2.5.3 means radiused fenders designed to allow the bow-end berthing of ferry boats. These will be installed by others following delivery of the barge.

d. Are external spud collars to be designed and installed for future

spud use? Answer: There will be no spud collars installed as part of this contract. The barge is to be designed to accommodate the future installation of spud collars by others as described in Addendum 1.

e. Are external built-in ladders port and starboard to be designed and installed? or portable ladders are required to be provided? Answer: No, there will be no external ladders installed as part of this contract.

f. Is the gangway required to be designed for installation or gangway foundation is to be designed? Answer: There will be no gangways installed as part of this contract. The barge is to be designed to accommodate the future installation of gangways by others as described in Addendum 1.

g. Are the ramps with foundation to be designed and installed? Answer: There will be no ramps installed as part of this contract. The barge is to be designed to accommodate the future installation of ramps by others as described in Addendum 1.

h. Are the ticketing machines foundation to be designed and installed for future installation of the ticketing machines? Answer: There will be no ticketing machines installed as part of this contract. The barge is to be designed to accommodate the future installation of ticketing machines by others.

i. Are the passenger shelters foundation to be designed and installed for future installation of the passenger shelters? Answer: There will be no passenger shelters installed as part of this contract. The barge is to be designed to accommodate the future installation of passenger shelters by others.

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43. Reference Appendix B-10, Clause 3.1.1 Structural Steel it reads, "Unless otherwise indicated, the barge shall be constructed of welded high strength steel plates and shapes conforming to the appropriate ABS Specification." Contractor is requesting clarification on what you mean by high strength steel plates and shapes. ABS grade steel is Grade A. Using steel other than Grade A could compromise the structural integrity of this barge since high strength steel is more susceptible to cracking. Please confirm if Contractor can use ABS Grade A. Answer: Grade A steel is acceptable.

44. The sketches in the addendum shows one with raked ends and the other a square box are we going with the square box as mentioned Answer: Both ends of the barge are to be square box with rounded edges.

45. How does the edge detail affect the spud collars Answer: External spud collars are to be installed by others. The Consultant is to address internal bracing for future spud collar installation in their shop drawings.

46. Will all the info on the bow loader ramp locations be known before building or will they be installed after Answer: Locations of bow loader wells will be provided prior to the fabrication of the barge.

47. Would it be possible to get a 1 week extension on the bid reason being I don’t think I will have competitive pricing on some of my material by the bid date of April 30 Answer: No, unfortunately the project schedule will not allow for an extension.

48. Is the addendum #1 required to be signed by each of the bid proposer team members also? Answer: The addendum(s) are required to be signed by the primary respondent.

49. Appendix B-8 Section 2.6.1 - Is it acceptable if the Consultant's Inspector paid by the consultant travels from out of town location to the Consultant's fabricating shipyard to monitor the construction and assembly of the barge and to ensure that such construction and assembly is performed in accordance with the specification? Answer: Yes.

50. During the pre-proposal meeting last week EDC discussed using water for ballast in the barges in dedicated tanks. There is no mention of that in the amendment. Have you abandoned that idea and will you stick with the original caveat of no water ballast? Answer: Contained water may be used for ballast as allowed by the Scope of Services.

51. Appendix B-8 Section 2.6.1 - Is Consultant's Inspector required to be New York State licensed Naval Architect, Professional Engineer?

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Answer: No, the inspector must be an accredited professional licensed in the USA.

52. Per Part III, Specific Requirements 1.1.2- Contractor is to provide “A statement of your approach to the Services that clearly demonstrates your understanding of the Scope of Services and your ability to manage and complete multiple projects in a timely and cost-efficient manner. The proposal must include a detailed statement of your approach and ability to provide the required Services and Work Product including, but not limited to a schedule for completing all aspects of the Services. It is imperative that the proposal includes a list and detailed explanation of the extent of all work or services to be performed by Subcontractors.” Contractor respectfully requests clarification on any additional criteria for this section of the proposal response. For instance, is there a page limit? Is there a specific format requested (such as font or size)? Do you need this statement of approach from each individual team member or can Contractor summarize the services that their subcontractors are performing? Answer: There is no page limit or specific format. The description of the proposer’s approach should include the work to be performed by all subcontractors.

53. Per Part III, Specific Requirements 1.1.6 Contractor is to provide “ The respondent should provide a description of services it has previously provided to governmental and quasi-governmental organizations with similar requirements to those contained herein. Written statements of reference or the names, addresses and telephone numbers of administrators or contract officers, who can explain the respondent’s involvement and the scope of services, should be included. Information concerning personnel assignment and contract duration should be described. Contractor respectfully requests clarification on any additional criteria for this section of the proposal response. For instance, is there a page limit? Is there a specific format requested (such as font or size)? Do you need each individual team member to submit past performance? Please verify if the number of past performance references required for this submission (Part I, 2.2.6.3 states to provide a minimum of five (5) references) is per team member or in total? Answer: There is no page limit or specific format. The proposer should include references for all subcontractors. The minimum number of references required by Part I, Section 2.2.6.3 applies to the primary respondent only.

54. Regarding payment and progress, please confirm the following: a. Part 1, Specific Terms and Conditions 1.10: Contractor requests

clarification on whether the 10% retainage is per barge, per sub task, or total contract value? Answer: Total contract value.

b. Appendix C states, “The Maximum Payment for each Portion of the

Services shall be the respective amounts set forth for in the

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Payment Schedule annexed hereto as Exhibit 1 to this Appendix C.” Please provide Contractor with Exhibit 1 to Appendix C. Or, please confirm whether this Payment Schedule/Exhibit 1 is to be proposed by Contractor with response to this RFP or whether it will be negotiated after award? Answer: The Fee and Cost Schedule to be included in the Contract will be determined by NYCEDC after reviewing the Consultant’s proposed Fee and Cost Schedule.The Consultant’s proposed Fee and Cost Schedule should mirror the format of the Sample Fee and Cost Schedule included in Exhibit 2 of the RFP.

c. Appendix C reads: “The interim payments will be made no more

frequently than once a month in an amount equal to the Percentage of Completion of each Sub-Task performed during the billing period, less any Retainage. Payment for materials will be made only when all materials required for the Task have been delivered to the Project Site and properly documented, inspected and insured.”

Please clarify how interim payment schedule will work since it is to be based on the percentage of completion on each Subtask performed. How will percentage of completion be agreed upon? Who validates percentage of completion? Will partial payment/percentage of contract value be made up front to Contractor since Contractor will be required to pay design fees before material purchase occurs? Answer: Payment for percentage of work performed will be at the Corporation’s discretion.

d. Appendix C reads: “In addition, the Consultant shall submit

Progress Reports to the Director at least monthly or in accordance with any other schedule approved by the Director, or at the Director’s request. Such Progress Reports shall clearly state the reasons for any actual or anticipated delays in completion of the Services” Is there a format or form required to submit Progress Reports? Please also confirm the standard length of time that should be anticipated for approval of Contractors Progress Report so that payment requests can be processed? Answer: Report formats will be provided to the selected Consultant upon contract award. It is not anticipated that approval of submitted progress reports will delay processing of payment requests.

e. Appendix C-8, please confirm that this form is for Union Shops only

and if fabricator is not part of a Union that this Payroll Report will not be required? Answer: Certified payroll reports will be required for all tradesmen, since this is prevailing wage work.

55. Part I, Section 1 states “Subject to the availability of funds and the

responses to this RFP, NYCEDC will select one or more Consultant(s) to provide the Services.” If multiple consultants are awarded the contract, how will the vessel awards be segregated? Each vessel’s pricing is contingent on the quantity and construction schedule of vessels awarded.

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Answer: In the event multiple contracts are awarded following this procurement, each consultant will be awarded barges numbered 1 through N on the submitted Fee and Cost Schedule, where N is the total number of barges awarded to that consultant.

56. Part I Section 2.2.3.2 states “Anticipated Contract Term: Twenty Eight (28) Months” Is the contract term able to be shortened if the final barge is delivered sooner than 28 months after the contract execution date? Answer: The Contract Term to be included in the awarded Contract will be determined by NYCEDC after reviewing the Consultant’s proposed schedule.

57. Part I Section 6.2.2.8 states “shall complete and submit the Business Entity Questionnaire and a Principal Questionnaire for each principal of the Consultant (collectively, the "Vendex Clearance Forms")”. Can the “Vendex Clearance Forms” be completed after the contract is awarded? Answer: The Vendex Clearance Forms will be required prior to the execution of the contract.

58. In Part II Section 1.5 “Changes to the Service”, How will change orders be handled should they arise? Who will negotiate the change orders? If the owner requests a change order, but there is no agreement on price, can the Director force us to perform the change order anyway? Answer: Changes in the Scope of Services or Maximum Contract Price will be mutually agreed upon by the Corporation and the Consultant. The Consultant may not unduly delay the progress of work pending resolution of negotiations.

59. Part II Section 1.5.2 states “The Director shall have the right to alter the Services, provided however, that if the Consultant believes that any work or services that it has been directed to perform as a result of such alteration is beyond the Scope of Services and constitutes Extra Work, the Consultant shall so Notify the Director within three (3) days of such directive.”. Three days is a quick turnaround for changes and does not always allow for adequate research to determine if the alter is beyond the Scope of Service and constitutes Extra Work. Would it be possible to extend the deadline for notification to the Director to 7 business days? Answer: No.

60. Part II Section 1.7 states “The Consultant acknowledges that it has reviewed the City Contract and agrees to comply with the City Contract with respect to the Services and not to violate, or through its acts or failure to act cause the Corporation to violate, the City Contract.” Can the City Contract be provided? Answer: A copy of the City Contract is posted at http://www.nycedc.com/opportunity/citywide-ferry-service-barges-consultant-services-rfp

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61. Part II Section 2.1.6 states “However, notwithstanding the above, in no event shall the Corporation pay the Consultant more than the Maximum Contract Price.” Can an exception be provided for Extra Work? Answer: Approved extra work that arises during the term of the contract will result in an amendment to the Maximum Contract Price.

62. Part II Section 4.1.2 “The Consultant shall submit to the Director, prior to performing of Services by such personnel, resumes of the Consultant’s personnel and those of its Subcontractors’ personnel who will perform the Services.” Can this be limited to the Consultant’s project management who will perform the Service? Answer: Yes.

63. Part III Section 4.2.5 states “The Consultant will furnish each such Subcontractor whose Subcontract amount totals less than $100,000 with the Corporation’s internal qualification and background investigation forms.” Can you provide a copy of these forms so potential subcontractors understand the requirements? Answer: The internal background investigation forms are included as Exhibit 1 to this Q&A

64. Part II Section 6.2.2.6 states “Is licensed to conduct business in the State of New York” What does it entail to become licensed to conduct business in the State of New York as an out-of-state company? Answer: Information about registering to do business in New York State is available through the New York State Department of State website.

65. Part II Section 6.2.15 states “Shall comply with the City’s Whistleblower protections.” Are out-of-state vendors required to comply with local and state NY laws? Specifically Whistleblower protections? Answer: Yes.

66. Part II Section 7.1 states “Proposal as Offer to Contract. Unless a specific exception is noted, submission of a proposal in response to this RFP shall constitute an offer on the part of the successful respondent to execute the Contract substantially in the form annexed hereto as Exhibit 5.” In what format and in which envelope # would NYCEDC prefer to receive RFP exceptions included in our final proposal? Is Microsoft Word with track changes acceptable? Answer: No specific exception is noted for this RFP.

67. Part II Section 10.4 states “Maintenance of Reports. In order to facilitate any audit…” Who is financially responsible for such audits? Answer: The Consultant is required to provide all information required for such audits at no additional cost to the Corporation.

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68. Appendix A Definitions “Confidential Information” Can the definition also include an exception stating “is independently developed by Consultant without reliance on the Confidential Information disclosed hereunder”? Answer: Please refer to the Appendix A Definition for Consultant’s Underlying Intellectual Property.

69. Appendix B Section 2.1 states “It is anticipated that the majority of new Ferry Landings would feature a Barge, a gangway, ticket machine(s), lighting, trash receptacles, bicycle parking and passenger shelters and will be similar to the examples of ferry landings provided at Exhibit A to this Scope of Services.” Who will be supplying additional items, such as gangway, ticket machines, lighting, trash receptacles, bicycle parking and passenger shelters? Can Exhibit A please be provided? Answer: All fit-out will be performed by others following delivery of the barge.

70. Appendix B Section 2.3.9 states “The Consultant shall arrange meetings and presentations as requested by the Corporation” How often shall review meetings be required in the 28 month contract and where are these meetings to be held? Answer: The Consultant should assume bi-weekly meetings throughout the term of the Contract, or as necessary to successfully complete the project. Meetings will be held at the Corporation’s office, the fabricator’s yard or by teleconference as deemed appropriate by the Corporation.

71. Appendix B Section 2.4.2.6 states “ASTM F1053/F1053M Standard Guide for Steel Hull Construction Tolerances” This standard has been withdrawn with no replacements. Shall this be replaced with a different standard? Answer: The fabricator shall follow appropriate means and methods, supported by industry standards, for the required work

72. Appendix B Section 2.5.4 states “The Barges shall be designed to accommodate future use as a ferry landing, including but not limited to public assembly on the Barge deck and the installation of fendering, bow radiuses, external spud collars, external ladders, gangways, ramps, ticketing machines and passenger shelters.” Can specification be provided on the loads, locations, and dimensions of the additional items that may be required on the barge? Answer: Unknown at this time.

73. Appendix B Section 2.5.4 “Shop Drawings” In what file format are the shop drawings expected to be delivered, AutoCAD, PDF, or hard copy? If in AutoCAD, what version and is there any AutoCAD formatting requirements? Is there a drawing size required? Is the drawing submittal in electronic format or hard copy mailed to EDC? Answer: Shop drawing submission in PDF/E format is acceptable.

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74. Appendix B Sections 2.6.4 and 4.2.2.2 state “2.6.4 All full penetration welds shall be non-destructively tested by radiographic or ultrasonic methods in accordance with ABS standards.” The requirement for all full penetration welds to be tested is above the ABS standards. Will the ABS rules for barges as described in the contract be allowed for weld testing requirements? Answer: Yes.

75. Appendix B Sections 2.6.6 and 3.3.10.2 state “2.6.6 Dimensional tolerances for the construction of the Barge and components thereof shall be within +/- 1/8 inch unless otherwise noted.” Can the ABS rules for construction tolerances vice the described 1/8 inch dimensional tolerance be used similar to Section 4.1.1? Answer: No.

76. Appendix B Section 2.7.1 states “Deliver materials to the Construction Site at appropriate intervals so as to ensure uninterrupted progress of Work” Please clarify if the construction site is the shipyard and if delivery site construction (ferry landing construction) could delay barge delivery despite barge construction completion. Answer: The construction site for this contract is the fabricator’s shop. Ferry landing construction will not delay the acceptance of the barge by NYCEDC.

77. Appendix B Section 3.1.1 states “Unless otherwise indicated, the Barge shall be constructed of welded high strength steel plates and shapes conforming to the appropriate ABS specification” With respect to the requirement of high strength steel, is it expected that the barge will follow the ABS rules for barges as described in the contract for structural steel requirements? Otherwise, can a clarification be provided on the grade of high strength steel that is expected? Answer: Grade A steel is acceptable

78. Appendix B Section 3.1.3.1 states “High strength bolts, nuts and washers shall conform to the appropriate ABS specification Joints using high strength bolts shall conform to ABS classifications.” Can a clarification be provided on high strength bolts, nuts and washers that shall be used? What specific bolts, nuts and washers should be used and where? Answer: The Consultant shall specify bolts, nuts and washers in their shop drawings or during the submittal process.

79. Appendix B Section 3.2 “ACCESSORIES” There are no requirements for deck fitting chocks. Is this correct? If not, please provide the material, dimensions, number and location. Answer: There is no requirement for deck fitting chock.

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80. Appendix B Section 3.2.6 states “Barge shall be ballasted for draft and trim.” What draft and trim are required? Heel is not specified. What heel is required? Answer: Heel and draft are not known at this time. Barge shall be trimmed level.

81. Appendix B Sections 3.2.6 and 3.2.9 state “3.2.9 After outfit of the Barge is completed, in order to make the Barge float at the specified draft/freeboard, the Barge shall be ballasted as necessary. The Consultant shall provide the ballast method and calculations for approval. Uncontained water ballast shall not be employed” Is an additional ballast system required other than the Trimming Weights required by Section 3.2.7? If so, what type of ballast system is required or expected, such as portable pumps? With the exclusion of uncontained water ballast, who is responsible for supplying and treating the water? Answer: Final ballasting will be performed by others following delivery.

82. Appendix B Section 3.2.8 states “Draft Marks: Four sets of draft marks, each set of draft mark shall be located on the side of the hull about 10 feet from the bow and stern. The draft marks shall span the range of drafts between 0 feet and 6 feet and shall be readable from a distance of 15 feet accurately, to the nearest inch.” In order to provide 6 feet of draft markings to the nearest inch, the draft markings will most likely need to be in a stair format. If so, should the longitudinal center of the markings be 10 feet from the bow and stern or the forward most point be 10 feet from the bow and the aft most point be 10 feet from the stern for the respective markings? Answer: The Consultant may propose alternate draft marking arrangements during the shop drawing process

83. Appendix B Section 3.4.2 states “Coating shall be applied strictly in accordance with manufacturer’s instructions and under the supervision of a technical representative from the paint company.” Does the technical representative from the paint company need to be present for the barge coating as well as the shop painting? Answer: As determined by the paint company to maintain warranty.

84. Appendix B Section 3.4.4.2 states “Do Not Paint: Surfaces of exposed, corrosion-resistant, high-strength, low-alloy steel.” Can a clarification be provided on the high-strength, low-alloy steel being specified? Answer: Unknown at this time.

85. Appendix B Sections 3.4 and 3.5 “SHOP PAINTING” What color should be used for the shop and barge paint? Answer: Unknown at this time. Assume standard (non-custom) colors.

86. Appendix B Section 3.5 “BARGE COATING” Does the customer want anti-foulant pain on the exterior submerged areas of the Barge?

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Answer: See the specifications in the Scope of Services of the Exhibit 5 Draft Contract.

87. Appendix B Section 3.5.4 states “Deck walking surfaces shall be primed and coated with Amercoat 237M non-skid surface or approved equal.” What percentage or specific area shall be coated with non-skid surface? Answer: The entire deck surface.

88. Appendix B Section 4.1.4 states “Establish required leveling and plumbing measurements at mean operating temperature of structure.” What is the mean operating temperature? This is not a common marine fabrication practice. Answer: Unknown at this time.

89. Appendix B Section 5.3 states “The Barge shall be secured and protected at the Delivery Site to the satisfaction of the Corporation in such a way as to minimize damage to the Barge. The Consultant shall provide all necessary materials and labor to secure and protect the Barge, including but not limited to ropes and bumpers.” What are the specific requirements for ropes, bumpers, etc. with locations? Answer: The Consultant shall secure the barges using industry best practices to a bulkhead or pier.

90. Appendix B Section 6.3.1 states “Copy of ABS certifications for the fabrication shop that indicates the required Category as specified herein.” Shipyard facilities are not ABS certified. Can this requirement be clarified? Answer: The fabrication shop is not required to be ABS certified.

91. Appendix B Section 6.3.5 states “Color code proposed to identify various structural elements.” ABS does not require structural elements to be painted different colors or via a color code. Can this requirement be clarified? Answer: Unknown at this time.

92. Appendix E “Worker’s Compensation” Can we apply for an exemption to the requirement of New York Worker’s Compensation? Answer: No.

93. The need for bumper or rubrails is not specified. Shall bumpers or rubrails be installed on the barge? If so, what, size, specific orientation, and where would be required? Answer: Bumpers and rubrails are not to be installed as part of this contract.

94. Handrails are not specified. Will handrails be required on the barge?

16

Answer: Handrails are not to be installed as part of this contract.

95. Piping Systems. What requirements are there for piping systems such as tank vents, sounding tubes, and ballast? Shall valves be manual or electric/pneumatic/hydraulic actuated? Answer: Piping systems are not to be installed as part of this contract.

96. There is no statement regarding the warranty of the barge. What is the warranty duration after delivery acceptance to the customer? Answer: The Consultants shall provide a one-year warranty on materials and workmanship.

97. No Builder’s Risk requirement is stated. Is this a requirement? Answer: No.

98. No Performance Bond requirement is stated. Is this a requirement? Answer: No.

99. There is no cathodic protection system specified. What are the requirements for cathodic protection, such as zinc anodes? Answer: None.

100. There is no barge to barge connection system specified. Are there requirements for couplings between barges in the event multiple barges are connected at one (1) ferry landing site? Answer: No.

ADDENDUM #1 QUESTIONS

101. Section 2.2.4.3 states “Question Response Date: April 23, 2015” If responses to questions are received April 23, 2015. This allows for 3 business days to obtain prices. Can the submission deadline in Section 2.2.6.4 be extended one week to May 7, 2015? Answer: No.

102. Section 2.5.3(a) states “Two bow-loader ramp wells, each measuring approximately 10 feet wide, 20 feet long and 6 feet deep at the barge edge, shall be installed in the barge at locations to be determined by the Corporation.” Bow ramp location greatly affects the structure design and ultimately the price depending on the change in steel needed. Can the bow ramp locations be provided? Answer: Unknown at this time.

17

103. Section 2.5.3(a) states “Two bow-loader ramp wells, each measuring approximately 10 feet wide, 20 feet long and 6 feet deep at the barge edge, shall be installed in the barge at locations to be determined by the Corporation.” Slamming loads on the bow ramp will determine the structure of the ramp. Can any loading including slamming loads be provided? Answer: Unknown at this time.

104. Section 2.5.3(b) states “Electrical duct runs shall be installed through the interior of the barge at locations to be determined by the Corporation.” The number of duct runs (cable trays) and penetrations need to be known in order determine the cost. Can the number, locations, and size of electrical duct runs be provided? Answer: Unknown at this time.

105. Section 2.5.3(b) states “Electrical duct runs shall be installed through the interior of the barge at locations to be determined by the Corporation.” Will there be any electrical cable or electrical equipment required by the builder for this contract. If so please identify. Answer: None.

106. Section 2.5.3(c) states “The four topside corners of the barge shall be stiffened so as to allow the future installation of external spud collars” Figure 1 depicts bitts in the four topside corners which will be in way of the future spud collars. Can the location and size of the spud collars be provided in order to design and price the foundations? Answer: Assume 36 inch spuds. Bitts will be removed during fit-out by others.

107. Section 2.5.3(e) states “The deck of the barge shall include a perimeter detail consisting of the following: beginning at the point on the edge of the barge and one foot below the final deck surface, the deck shall be inclined at a 1 on 6 slope up to five feet from the shell plating, then rising vertically to meet the final deck surface as shown in the Edge Detail in Figure 2 of this Scope of Services” Figure 2 depicts the slope on one side of the barge. Can the language of Section 2.5.3(e) clarify where the slope shall occur on the barge? Answer: The edge detail shall be in one long edge and both short edges of the barge.

108. Section 2.6.1 states “The Consultant shall engage an inspector (the “Consultant’s Inspector) along with the Corporation’s inspectors…” Is office space required for the Corporation’s Inspector at the production site? If so, please provide specific requirements. Answer: None.

18

EXHIBIT 1

Form Instructions

Vendex Internal Background Investigation Questionnaire Purpose: To satisfy VENDEX requirements for a Company or Individual entering into a

contract under $100,000, land sale, lease, license, permit, or NYCIDA project with

NYCEDC. The NYCEDC Project Manager should contact the Contracts Department

VENDEX Unit to determine what forms are required.

To Be Completed By: the Company

1. Click Here to Start

2. Fill out the form. The document must be signed and notarized by the Company or

Individual that NYCEDC is doing business with.

3. Return the ORIGINAL documents to the NYCEDC Project Manager.

4. The NYCEDC Project Manager must submit the documents along with the

VENDEX Investigation Request Memorandum to the Contracts Department.

Contact: Regina McCrory, 212-312-3594 or David Lowenthal, 212-312-3886, if

assistance with the questionnaire is needed.

Internal Background

Investigation Questionnaire

THIS FORM IS FOR:

Contracts under $100,000, Land Sales, Leases, Licenses, Permits, NYCIDA Projects and any Discretionary Reviews

New York City Economic Development Corporation • New York City Industrial Development Agency • Apple Industrial Development Corp. 110 William Street, New York, NY 10038

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INSTRUCTIONS FOR COMPLETING NYCEDC INTERNAL BACKGROUND INVESTIGATION QUESTIONNAIRE

1. Please submit, with this Questionnaire, the organizational documents for the submitting business entity.

2. For purposes of completing this Questionnaire, the following defined terms shall have the meanings given to them below (unless provided

otherwise with respect to specific questions in the Questionnaire):

“Affiliate” – A Person is “affiliated with” or an “affiliate” of another Person if the Person controls, is controlled by or is under common control with that other Person.

“Applicant” – The submitting business entity.

“Control” – A Person controls another Person if the Person (i) owns ten percent (10%) or more of the voting interest or has a ten percent (10%) or greater ownership interest in that other Person or (ii) directs or has the right to direct the management or operations of that other Person or (iii) is a member of that other Person’s Board of Directors*.

“Executive Officer” – Any individual who serves as chief executive officer, chief financial officer, or chief operating officer of the Applicant, by whatever titles known, and all other executive officers of Applicant.

“Family Member” – With respect to a particular Person, includes spouse, children, grandchildren, parents, parents-in-law, brothers, sisters, brothers-in-law, sisters-in-law, and all family members living in the same household as such Person (except if such individuals are minors).

“Person” – Any individual, corporation, partnership, joint venture, sole proprietorship, limited liability company, trust or other entity.

“Principal” – each of the following Persons is a Principal of the Applicant and must be identified in Section B, Part I on page 2 of the Questionnaire.

• Executive Officers

• Persons that “Control” the Applicant

• For Limited Liability Companies, ALL members

• For Partnerships, ALL general partners and ALL partners performing on the contract or able to bind the Partnership

*For a not-for-profit corporation, ONLY the Chairperson of the Board of Directors and any director who is also an employee of Applicant needs to be considered for purposes of determining “Control” under this clause (iii).

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SECTION A

The following questionnaire is to be completed by Persons desiring to do business with the New York City Economic Development Corporation or the New York City Industrial Development Agency or Apple Industrial Development Corp.

This form may be duplicated for additional space. PLEASE COMPLETE THIS QUESTIONNAIRE CAREFULLY AND COMPLETELY.

Refer to attached instruction sheet for specific instructions and definitions of terms required to complete this Questionnaire.

BUSINESS NAME: EIN/SSN:

BUSINESS ADDRESS: City State Zip Code

BUSINESS TELEPHONE: TYPE OF ENTITY:

BUSINESS FAX: BUSINESS E-MAIL:

SECTION B

I. PRINCIPALS OF APPLICANT

PRINCIPAL NAME

TITLE

HOME ADDRESS

PERCENTAGE OF VOTING INTEREST

PERCENTAGE OF

OWNERSHIP

DATE OF

BIRTH

SOCIAL SECURITY NUMBER/EMPLOYER

IDENTIFICATION NUMBER

(1)

(2)

(3)

(4)

(5)

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II. FAMILY MEMBERS OF EACH INDIVIDUAL PRINCIPAL

Note: Only the following Family Members need to be identified in this Section B. Part II:

• Spouse

• Family Members who are employed by, are officers of or have a less than 10% voting or ownership interest in the Applicant

• Family Members who are directly or indirectly providing services and/or supplies with respect to the subject project (e.g. consultants, subcontractors, suppliers or an employee thereof)

PRINCIPAL NAME

IMMEDIATE FAMILY

MEMBER

RELATIONSHIP TO PRINCIPAL

HOME ADDRESS

(1)

(2)

(3)

(4)

(5)

SECTION B (Continued)

PROVIDE A DETAILED RESPONSE TO ALL QUESTIONS CHECKED “YES” ON THE FOLLOWING PAGE

NO YES

1. Does the Applicant or any Principal have any Affiliates? If yes, please identify the Affiliates, with SSN/EIN and respective

addresses, and describe the nature of the affiliation, on the following page.

2. In the past 7 years, has the Applicant, any Principal, or any entity affiliated with the Applicant (each of the foregoing individually, a

“Subject Person” and collectively, the “Subject Persons”) been adjudicated bankrupt or placed in receivership, filed bankruptcy, or is any Subject Person currently the subject of any bankruptcy or similar proceedings? If yes, please explain on the following page.

3. In the past 5 years, has any Subject Person been a plaintiff or defendant in any civil proceeding (including any court and federal,

state and local regulatory agency proceedings) other than a domestic relations proceeding (e.g., divorce, separation, support, alimony, maintenance, adoption, custody)? If yes, please identify all adjudicated, settled and pending lawsuits on the following page.

4. In the past 5 years, has any Subject Person or any Family Member identified in Section B. Part II (a “Subject Family Member”):

• been disqualified as a bidder, or defaulted or terminated, on a permit, license, concession, franchise, lease, or other agreement

with the City of New York or any governmental agency? If yes, please explain on the following page.

• failed to file any required tax returns or to pay any applicable federal, state, or New York City taxes or other assessed New York City charges or fines, including but not limited to water and sewer charges and administrative fees? If yes, please explain on the following page.

5. In the past 10 years, has any Subject Person or any Subject Family Member used an EIN, SSN, name, trade name, or abbreviation

other than the name or number provided in response to Section A or Section B, Part I or II of this Questionnaire or provided in response to question 1 above, as the case may be? If yes, please specify on the following page.

6. In the past 5 years, has any Subject Person, any Subject Family Member, any Affiliate of any Subject Family Member or any

managerial employee of Applicant:

• been the subject of any criminal investigation and/or civil anti-trust investigation (by any federal, state or local prosecuting or

investigative agency) and/or investigation by any governmental agency (including, but not limited to federal, state and local regulatory agencies)? If yes, please explain on the following page.

• had any judgment, injunction or sanction obtained against it in any judicial or administrative action or proceeding other than a

domestic relations proceeding or motor vehicle proceeding? If yes, please explain on the following page.

7. In the past 10 years, has any Subject Person, any Subject Family Member, any Affiliate of any Subject Family Member or any

managerial employee of Applicant been convicted, after trial or by plea, of any criminal offense and/or are there any felony or misdemeanor charges pending against any of them? If yes, please explain on the following page.

04-04 Page 4 of 9

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Section B (Continued) INDICATE BELOW PROVIDE A DETAILED EXPLANATION TO ALL QUESTIONS CHECKED “YES”. IF YOU NEED MORE SPACE, QUESTION # PHOTOCOPY THIS PAGE AND ATTACH IT TO THIS QUESTIONNAIRE.

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Section C – IDENTIFICATION OF PROPERTY INTERESTS

1. Identify Project Property:

Block & Lot(s):

Street Address:

Borough of

2. The following, together with attachment(s) hereto, if any, is a complete list of properties in which any of the Subject Persons or any of the

Subject Family Members have an ownership interest and which are located in the City of New York, together with a statement as to each such property of any current arrears in real estate taxes, sewer rents, sewer surcharges, water charges or assessments due and owning to the City of New York.

PROPERTY OWNED IN THE CITY OF NEW YORK

PROPERTY OWNER

BOROUGH

BLOCK/LOT

STREET ADDRESS

DATE OF

PURCHASE

AMOUNT OF

ARREARS

TYPE OF

ARREARS

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SECTION C (Continued)

PROVIDE A DETAILED RESPONSE TO ALL QUESTIONS CHECKED “YES” ON THE FOLLOWING PAGE

NO YES

3. In the past 5 years, has any Subject Person or any Subject Family Member, been a former owner of the Project Property?

4. Is any Subject Person or any Subject Family Member a tenant of the City of New York? If yes, please list below; Agency, Borough, Block, Lot, Account Number, Monthly Rent, and Current Balance.

5. Has any Subject Person or any Subject Family Member previously purchased property from the City of New York? If yes, please list

below; Agency, Borough, Block, Lot, Sale Date, Parcel Number, and Closing Date.

6. Does any Subject Person or any Subject Family Member have a mortgage with the City of New York? If yes, please list below;

Agency, Borough, Block, Lot, Account Number, Principal Amount, Monthly Installment, and Current Balance.

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Section C (Continued) INDICATE BELOW PROVIDE A DETAILED EXPLANATION TO ALL QUESTIONS CHECKED “YES”. IF YOU NEED MORE SPACE, QUESTION # PHOTOCOPY THIS PAGE AND ATTACH IT TO THIS QUESTIONNAIRE.

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CERTIFICATION A FALSE STATEMENT WILLFULLY OR FRAUDULENTLY MADE OR ANY FALSE INFORMATION WILLFULLY OR FRAUDULENTLY SUBMITTED IN CONNECTION WITH THIS QUESTIONNAIRE MAY RESULT IN RENDERING THE APPLICANT NOT RESPONSIBLE WITH RESPECT TO THE PRESENT PROJECT OR FUTURE PROJECTS INVOLVING THE NEW YORK CITY ECONOMIC DEVELOPMENT CORPORATION, THE NEW YORK CITY INDUSTRIAL DEVELOPMENT AGENCY, APPLE INDUSTRIAL DEVELOPMENT CORP. AND THE CITY OF NEW YORK AND, IN ADDITION, MAY SUBJECT THE PERSON MAKING THE FALSE STATEMENT TO CRIMINAL CHARGES.

I, , being duly sworn, state that I have read and understand the items contained in the foregoing 8 pages of this questionnaire and pages of attachments, if any, and that, having made due inquiry, I supplied full, complete, and truthful answers to each item therein to the best of my knowledge, information and belief; that I will notify the New York City Economic Development Corporation, the New York City Industrial Development Agency, or Apple Industrial Development Corp., as the case may be, in writing of any change in circumstance occurring after the submission of this Questionnaire and before (i) the execution of any contract or agreement with any of them and/or the City of New York and (ii) in the case of an agreement to purchase or enter into a ground lease for real property and/or a financing through or straight lease or retention transaction with the New York City Industrial Development Agency, the closing of the transaction; and that all information supplied by me is true to the best of my knowledge, information and belief. I understand that the New York City Economic Development Corporation, the New York City Industrial Development Agency, or Apple Industrial Development Corp., as the case may be, will rely on the information supplied by me in this Questionnaire as an inducement to enter into a contract or agreement and to close a transaction with the Applicant.

Sworn to me

This Day of 200 Name of Applicant

Notary Public By:

Signature of Authorized Person

Print Name and Title of Authorized Person

Date

Form Instructions Vendex Internal Background Investigation Questionnaire – Publicly-Held Entities

Purpose: To satisfy VENDEX requirements for a Publicly-Held Company entering into a contract under $100,000, land sale, lease, license, permit, or NYCIDA project with NYCEDC. The NYCEDC Project Manager should contact the Contracts Department VENDEX Unit to determine what forms are required.

To Be Completed By: the Publicly-Held Company (Applicant)


2. The Applicant must fill out the VENDEX Publicly-Held Entities

Questionnaire. The document must be a signed and notarized.

3. All Beneficial Owners of the Applicant must complete the VENDEX Publicly- Held Beneficial Owners Questionnaire. The document must be signed and notarized.


5. The NYCEDC Project Manager must submit the documents along with the

VENDEX Investigation Request Memorandum to the Contracts Department. Contact: Regina McCrory and David Lowenthal

Internal Background Investigation Questionnaire for

Publicly-Held Entities

THIS FORM IS FOR:



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GENERAL INSTRUCTIONS The purpose of this Questionnaire is to allow publicly-held entities and entities that are beneficially wholly-owned by publicly-held entities to elect to streamline their participation in the investigatory processes of the New York City Economic Development Corporation (“NYCEDC”), the New York City Industrial Development Agency (“NYCIDA”) and/or Apple Industrial Development Corp. by providing a substantial portion of the background information that is required through the submission of material that has been previously filed with the Securities and Exchange Commission (“SEC”). Any Applicant that is entitled to use this form may instead elect to complete NYCEDC’s traditional internal background investigation questionnaire.

This Questionnaire may only be used by Applicants that are publicly-held entities or are beneficially wholly-owned by one or more publicly-held entities. For purposes of this Questionnaire an entity is publicly-held if it meets all of the following conditions:

1. The entity is organized under the laws of the United States or any State or Territory or the District of Columbia and has its principal business

operations in the United States or its territories.

2. The entity has a class of securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”) or a class of equity securities registered pursuant to Section 12(g) of the Exchange Act or is required to file reports pursuant to Section 15(d) of the Exchange Act.

3. The entity: (a) has been subject to the requirements of Section 12 or 15(d) of the Exchange Act and has filed all the material required to be filed

pursuant to Sections 13, 14 or 15(d) for a period of at least twelve calendar months immediately preceding the submission of this Questionnaire; and (b) has filed in a timely manner all reports required to be filed during the twelve calendar months and any portion of a month immediately preceding the submission of this Questionnaire and, if the entity has used (during the twelve calendar months and any portion of a month immediately preceding the filing of the Questionnaire) Rule 12(b)-25(b) under the Exchange Act with respect to a report or a portion of a report, that report or portion thereof has actually been filed within the time period prescribed by the Rule.

4. If the entity is a successor to a publicly-held entity, it shall be deemed to have met conditions 1, 2 and 3 above if (a) its predecessor and it, taken

together, do so, provided that the succession was primarily for the purpose of changing the state of incorporation of the predecessor or forming a holding company and that the assets and liabilities of the successor at the time of succession were substantially the same as those of the predecessor; or (b) all predecessors met the conditions at the time of succession and the entity has continued to do so since the succession.

For purposes of this Questionnaire:

• Beneficial Ownership: an entity is beneficially wholly-owned by one or more publicly-held entities if one or more publicly-held entities has, directly or indirectly, in the aggregate (a) the power to vote all of the voting securities of the entity and (b) investment power over all of the entity’s voting securities (including the power to dispose or direct the disposition of voting securities).

• Affiliated: a person is affiliated with another person if the person controls, is controlled by or is under common control with that other person. A person controls another person if the person (a) owns 10% or more of the voting interest or has a 10% or greater ownership interest in the other person or (b) directs or has the power to direct the management or operations of that other person.

If an Applicant is not publicly-held, but is beneficially wholly-owned by one or more publicly-held entities, the Applicant must complete and submit this Questionnaire and each publicly-held entity that beneficially owns the Applicant must submit a completed Internal Background Investigation Questionnaire for Publicly-Held Beneficial Owners.

This form may be duplicated for additional space.

PLEASE COMPLETE THIS QUESTIONNAIRE CAREFULLY AND COMPLETELY.

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SECTION A Name of Applicant: EIN of Applicant:

Address of Applicant:

City State Zip Code

Telephone Number Of Applicant: ( ) Type Of Entity:

Representative of Applicant to be Contacted in Connection with this Questionnaire:

Name of Representative: Title of Representative

Address of Representative: City State Zip Code

Telephone Number of Representative: ( ) Fax of Representative: ( )

E-Mail of Representative: If the Applicant is not a publicly-held entity, state the following information for each publicly-held entity that beneficially owns an interest in the Applicant (each such entity being a “Beneficial Owner”):

Name:

Address:

City State Zip Code Telephone: ( ) Type of Entity:

Percent of Beneficial Ownership of Applicant: If the Beneficial Owner’s ownership is indirect, please provide in Section D, for each person in the ownership chain, the person’s name, address, telephone number, type of entity and percent of beneficial ownership interest in the Applicant.

Name:

Address: City State Zip Code

Telephone: ( ) Type of Entity:

Percent of Beneficial Ownership of Applicant: If the Beneficial Owner’s ownership is indirect, please provide in Section D, for each person in the ownership chain, the person’s name, address, telephone number, type of entity and percent of beneficial ownership interest in the Applicant.

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SECTION B In this Section B, the Applicant is required to attach to its completed Questionnaire, portions of SEC filings relating to the Applicant, if any. In responding to this Section B, attach only the required portions of such filings. If a portion is found in more than one part of an SEC filing, the Applicant must include all parts necessary to meet the required disclosures. If the response to an SEC required disclosure incorporates other documents or parts of documents by reference, the Applicant must attach the incorporated material to this Questionnaire. Any material attached in response to a Questionnaire requirement must be clearly labeled to indicate the name and date of the report and the item below on this Questionnaire that requires its attachment. If the Applicant is not required to file reports or other information with the SEC, no documents need be attached by the Applicant in response to this Section B.

1. From the Applicant’s most recent Annual Report on Form 10-K:

a. The statements required to be made in response to Part I, Item 3 of the Form 10-K (Legal Proceedings) b. The material filed as Exhibit 3 (Articles of incorporation and by-laws, or corresponding documents for other entities) c. The material filed as Exhibit 4 (Instruments defining the rights of security holders generally) d. The material filed as Exhibit 21 (List of subsidiaries) e. If the Applicant’s Proxy Statement that is filed or required to be filed pursuant to Regulation 14A under the Exchange Act is filed more than 120

days after the end of the fiscal year covered by the Form 10-K, then: i. the statements required to be made in response to Part III, Item 12 (Security Ownership of Certain Beneficial Owners and Management) ii. the statements required to be made in response to Part III, Item 10 (Directors and Executive Officers of the Registrant)

2. From each of the Applicant’s Quarterly Reports on Form 10-Q for periods following the end of the Applicant’s most recent fiscal year (in each case

labeled to indicate clearly the date of the Report from which the statements are taken): a. The statements required to be made in response to Part II, Item 1 of the Form 10-Q (Legal Proceedings) b. The statements required to be made in response to Part II, Item 2(a) of the Form 10-Q (Changes in Securities and Use of Proceeds) c. The statements required to be made in response to Part II, Item 2(b) of the Form 10-Q (Changes in Securities and Use of Proceeds) d. The material required to be filed by Part II, Item 6 of the Form 10-Q (Exhibits and Reports on Form 8-K to the extent these Exhibits update

material filed with this Questionnaire under 1.b, 1.c or 1.d above )

3. From each of the Applicant’s Current Reports on Form 8-K covering periods following the end of the Applicant’s most recent fiscal year: a. Any statements made in response to Item 1 of the Form of Current Reports on Form 8-K (Changes in Control of Registrant) b. Any statements made in response to the requirements of Item 3 of the Form of Current Report on Form 8-K (Bankruptcy or Receivership) c. Any statements made in response to the requirements of Item 5 of the Form of Current Report on Form 8-K (Other Events and Regulation FD

Disclosure)

4. From the Applicant’s most recent Proxy Statement: a. Any statements made in response to the requirements of Item 6(d) of Schedule 14A (Voting Securities and Principal Holders Thereof) b. Any statements made in response to the requirements of Item 7(b) and (c) of Schedule 14A (Directors and Executive Officers)

5. Copies of each Schedule 13D filed after the date as of which beneficial ownership information on the Applicant is included in the Applicant’s most

recent Proxy Statement in response to the requirements of Item 6(d) of Schedule 14A (or, if material is furnished pursuant to 1.e above of this Questionnaire, after the date set forth in the beneficial ownership information furnished pursuant to 1.e.i above in this Questionnaire)

6. Copies of each Schedule 13G filed after the date as of which beneficial ownership information on the Applicant is included in the Applicant’s most

recent Proxy Statement in response to the requirements of Item 6(d) of Schedule 14A (or, if material is furnished pursuant to 1.e above of this Questionnaire, after the date set forth in the beneficial ownership information furnished pursuant to 1.e.i above in this Questionnaire)

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SECTION C NO YES

1. In the past 5 years, has the Applicant or any entity that is affiliated with the Applicant other than a Beneficial Owner (each a “Subject

Entity”): ● been disqualified as a bidder, or defaulted or terminated, on a permit, license, concession, franchise, lease, or other agreement with

the City of New York or any New York City governmental agency? If yes, please explain in Section D below.

● failed to file any required tax returns or to pay any applicable New York City taxes or other assessed New York City charges or fines, including but not limited to water and sewer charges and administrative fees? If yes, please explain in Section D below.

Please note that “affiliated” is defined in the General Instructions to this Questionnaire.

2. In the past 10 years, has the Applicant used an EIN, name, trade name, or abbreviation other than the name or

number provided in response to Section A of this Questionnaire? If yes, please specify in Section D below.

3. Identify the property that is the subject of a land sale, lease, license, permit or NYCIDA project with respect to which this Questionnaire is submitted (the “Project Property”):

Block & Lot(s):

Street Address:

Borough of

4. In the past 5 years, has the Applicant or any Subject Entity been a former owner of the Project Property? If yes, please specify in Section D below.

5. Is the Applicant or any Subject Entity a tenant of the City of New York? If yes, please list in Section D below: Name of Tenant, Agency,

Borough, Block, Lot, Account Number, Monthly Rent and Current Balance.

6. Has the Applicant or any Subject Entity purchased property from the City of New York in the past ten years? If yes, please list in Section D below: Name of Purchaser, Agency, Borough, Block, Lot, Sale Date, Parcel Number and Closing Date.

7. Does the Applicant or any Subject Entity have a mortgage with the City of New York? If yes, please list in Section D below: Name of

Mortgagor, Agency, Borough, Block, Lot, Account Number, Principal Amount, Monthly Installment and Current Balance.

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8. The following, together with attachment(s) hereto, if any, is a complete list of properties in which the Applicant and/or any Subject Entity has an ownership interest and which are located in the City of New York, together with a statement as to each such property of any current arrears in real estate taxes, sewer rents, sewer surcharges, water charges or assessments due and owning to the City of New York.


PROPERTY OWNER

BOROUGH

BLOCK/LOT

STREET ADDRESS DATE OF

PURCHASE AMOUNT OF ARREARS

TYPE OF ARREARS

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SECTION D INDICATE SECTION LETTER PROVIDE BELOW THE INFORMATION REQUESTED IN SECTION A WITH RESPECT TO THE OWNERSHIP CHAIN FOR AND QUESTION NUMBER APPLICANT AND A DETAILED EXPLANATION TO ALL QUESTIONS CHECKED “YES” IN SECTION C. IF YOU NEED MORE

SPACE, PHOTOCOPY THIS PAGE AND ATTACH IT TO THIS QUESTIONNAIRE.

of 7 06-04

A FALSE STATEMENT WILLFULLY OR FRAUDULENTLY MADE OR ANY FALSE INFORMATION WILLFULLY OR FRAUDULENTLY SUBMITTED IN CONNECTION WITH THIS QUESTIONNAIRE MAY RESULT IN RENDERING THE APPLICANT OR ANY BENEFICIAL OWNER NOT RESPONSIBLE WITH RESPECT TO THE PRESENT PROJECT OR FUTURE PROJECTS INVOLVING THE NEW YORK CITY ECONOMIC DEVELOPMENT CORPORATION, THE NEW YORK CITY INDUSTRIAL DEVELOPMENT AGENCY, APPLE INDUSTRIAL DEVELOPMENT CORP. AND THE CITY OF NEW YORK AND, IN ADDITION, MAY SUBJECT THE PERSON MAKING THE FALSE STATEMENT TO CRIMINAL CHARGES.

The undersigned hereby certifies that, having made due inquiry, the undersigned supplied full, complete, and truthful answers to and/or documentation for each item therein to the best of the undersigned’s knowledge, information and belief; that the undersigned will notify the New York City Economic Development Corporation, the New York City Industrial Development Agency or Apple Industrial Development Corp., as the case may be, in writing of any change in circumstance occurring after the submission of this Questionnaire and before (i) the execution of any contract or agreement with any of them and/or the City of New York and (ii) in the case of an agreement to purchase or enter into a ground lease for real property and/or a financing through or straight-lease transaction with the New York City Industrial Development Agency, the closing of the transaction; and that all information supplied by the undersigned is true to the best knowledge, information and belief of the undersigned. The undersigned understands that the New York City Economic Development Corporation, the New York City Industrial Development Agency or Apple Industrial Development Corp., as the case may be, will rely on the information supplied by the undersigned in this Questionnaire as an inducement to enter into a contract or agreement and to close a transaction with the Applicant.

Name of Applicant

By: Signature of Authorized Person

Print Name and Title of Authorized Person Date

Form Instructions Vendex Internal Background Investigation Questionnaire – Beneficial Owners

Purpose: To satisfy VENDEX requirements for a Publicly-Held Company with Beneficial Owners entering into a contract under $100,000, land sale, lease, license, permit, or NYCIDA project with NYCEDC. The NYCEDC Project Manager should contact the Contracts Department VENDEX Unit to determine what forms are required. To Be Completed By: the Beneficial Owners of a Publicly-Held Company (Applicant)


2. All Beneficial Owners of the Applicant must complete the VENDEX Publicly- Held Beneficial Owners Questionnaire. The document must be signed and notarized.

3. The Applicant must fill out the VENDEX Publicly-Held Entities

Questionnaire. The document must be signed and notarized.


5. The NYCEDC Project Manager must submit the documents along with the VENDEX Investigation Request Memorandum to the Contracts Department.

Contact: Regina McCrory and David Lowenthal

Internal Background Investigation Questionnaire for

Publicly-Held Beneficial Owners

THIS FORM IS FOR:



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GENERAL INSTRUCTIONS

The purpose of this Questionnaire is to allow entities that are beneficially wholly-owned by publicly-held entities to elect to streamline their participation in the investigatory processes of the New York City Economic Development Corporation (“NYCEDC”), the New York City Industrial Development Agency (“NYCIDA”) and/or Apple Industrial Development Corp. by providing a substantial portion of the background information that is required through the submission of material that has been previously filed with the Securities and Exchange Commission (“SEC”).

For purposes of this Questionnaire an entity is publicly-held if it meets all of the following conditions:

1. The entity is organized under the laws of the United States or any State or Territory or the District of Columbia and has its principal business

operations in the United States or its territories.

2. The entity has a class of securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”) or a class of equity securities registered pursuant to Section 12(g) of the Exchange Act or is required to file reports pursuant to Section 15(d) of the Exchange Act.

3. The entity: (a) has been subject to the requirements of Section 12 or 15(d) of the Exchange Act and has filed all the material required to be filed

pursuant to Sections 13, 14 or 15(d) for a period of at least twelve calendar months immediately preceding the submission of this Questionnaire; and (b) has filed in a timely manner all reports required to be filed during the twelve calendar months and any portion of a month immediately preceding the submission of this Questionnaire and, if the entity has used (during the twelve calendar months and any portion of a month immediately preceding the filing of the Questionnaire) Rule 12(b)-25(b) under the Exchange Act with respect to a report or a portion of a report, that report or portion thereof has actually been filed within the time period prescribed by the Rule.

4. If the entity is a successor to a publicly-held entity, it shall be deemed to have met conditions 1, 2 and 3 above if (a) its predecessor and it, taken

together, do so, provided that the succession was primarily for the purpose of changing the state of incorporation of the predecessor or forming a holding company and that the assets and liabilities of the successor at the time of succession were substantially the same as those of the predecessor; or (b) all predecessors met the conditions at the time of succession and the entity has continued to do so since the succession.

For purposes of this Questionnaire:

• Beneficial Ownership: an entity has beneficial ownership of a person if it has, directly or indirectly, (a) the power to vote voting securities of the person and/or (b) investment power over the person’s voting securities (including the power to dispose or direct the disposition of voting securities).

• Affiliated: a person is affiliated with another person if the person controls, is controlled by or is under common control with that other person. A person controls another person if the person (a) owns 10% or more of the voting interest or has a 10% or greater ownership interest in the other person or (b) directs or has the power to direct the management or operations of that other person.

This form may be duplicated for additional space.

PLEASE COMPLETE THIS QUESTIONNAIRE CAREFULLY AND COMPLETELY.

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SECTION A

Name of Beneficial Owner: EIN of Beneficial Owner:

Address of Beneficial Owner: City State Zip Code

Telephone Number Of Beneficial Owner: ( ) Type Of Entity:

Representative of Beneficial Owner to be Contacted in Connection with this Questionnaire:

Name of Representative: Title of Representative

Address of Representative: City State Zip Code

Telephone Number of Representative: ( ) Fax of Representative: ( )

E-Mail of Representative:

Name of Applicant with respect to which the Beneficial Owner is completing this Questionnaire:

Percentage of Beneficial Owner’s Ownership of the Applicant: %

If the Beneficial Owner’s ownership of Applicant is indirect, please provide in Section D, for each person in the ownership chain, the person’s name, address, telephone number, type of entity and percent of its beneficial ownership interest in the Applicant and, if it does not directly hold an interest in the Applicant, a description of the chain through which it holds its interest.

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SECTION B In this Section B, the Beneficial Owner is required to attach to its completed Questionnaire, portions of SEC filings relating to the Beneficial Owner. In responding to this Section B, attach only the required portions of such filings. If a portion is found in more than one part of an SEC filing, the Beneficial Owner must include all parts necessary to meet the required disclosures. If the response to an SEC required disclosure incorporates other documents or parts of documents by reference, the Beneficial Owner must attach the incorporated material to this Questionnaire. Any material attached in response to a Questionnaire requirement must be clearly labeled to indicate the name and date of the report and the item below on this Questionnaire that requires its attachment.

1. From the Beneficial Owner’s most recent Annual Report on Form 10-K:

a. The statements required to be made in response to Part I, Item 3 of the Form 10-K (Legal Proceedings) b. The material filed as Exhibit 3 (Articles of incorporation and by-laws, or corresponding documents for other entities) c. The material filed as Exhibit 4 (Instruments defining the rights of security holders generally) d. The material filed as Exhibit 21 (List of subsidiaries) e. If the Beneficial Owner’s Proxy Statement that is filed or required to be filed pursuant to Regulation 14A under the Exchange Act is filed more

than 120 days after the end of the fiscal year covered by the Form 10-K, then: i. the statements required to be made in response to Part III, Item 12 (Security Ownership of Certain Beneficial Owners and Management) ii. the statements required to be made in response to Part III, Item 10 (Directors and Executive Officers of the Registrant)

2. From each of the Beneficial Owner’s Quarterly Reports on Form 10-Q for periods following the end of the Beneficial Owner’s most recent fiscal year (in

each case labeled to indicate clearly the date of the Report from which the statements are taken): a. The statements required to be made in response to Part II, Item 1 of the Form 10-Q (Legal Proceedings) b. The statements required to be made in response to Part II, Item 2(a) of the Form 10-Q (Changes in Securities and Use of Proceeds) c. The statements required to be made in response to Part II, Item 2(b) of the Form 10-Q (Changes in Securities and Use of Proceeds) d. The material required to be filed by Part II, Item 6 of the Form 10-Q (Exhibits and Reports on Form 8-K to the extent these Exhibits update

material filed with this Questionnaire under 1.b, 1.c or 1.d above )

3. From each of the Beneficial Owner’s Current Reports on Form 8-K covering periods following the end of the Beneficial Owner’s most recent fiscal year, any statements made in response to: a. Item 1 of the Form of Current Reports on Form 8-K (Changes in Control of Registrant) b. the requirements of Item 3 of the Form of Current Report on Form 8-K (Bankruptcy or Receivership) c. the requirements of Item 5 of the Form of Current Report on Form 8-K (Other Events and Regulation FD Disclosure)

4. From the Beneficial Owner’s most recent Proxy Statement, any statements made in response to the requirements of:

a. Item 6(d) of Schedule 14A (Voting Securities and Principal Holders Thereof) b. Item 7(b) and (c) of Schedule 14A (Directors and Executive Officers)

5. Copies of each Schedule 13D filed after the date as of which beneficial ownership information on the Beneficial Owner is included in the Beneficial

Owner’s most recent Proxy Statement in response to the requirements of Item 6(d) of Schedule 14A (or, if material is furnished pursuant to 1.e above of this Questionnaire, after the date set forth in the beneficial ownership information furnished pursuant to 1.e.i above in this Questionnaire)

6. Copies of each Schedule 13G filed after the date as of which beneficial ownership information on the Beneficial Owner is included in the Beneficial

Owner’s most recent Proxy Statement in response to the requirements of Item 6(d) of Schedule 14A (or, if material is furnished pursuant to 1.e above of this Questionnaire, after the date set forth in the beneficial ownership information furnished pursuant to 1.e.i above in this Questionnaire)

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SECTION C NO YES

1. In the past 5 years, has the Beneficial Owner or any entity that is affiliated with the Beneficial Owner other than the Applicant (each a

“Subject Entity”): ● been disqualified as a bidder, or defaulted or terminated, on a permit, license, concession, franchise, lease, or other agreement with

the City of New York or any New York City governmental agency? If yes, please explain in Section D below.

● failed to file any required tax returns or to pay any applicable New York City taxes or other assessed New York City charges or fines, including but not limited to water and sewer charges and administrative fees? If yes, please explain in Section D below.

Please note that “affiliated” is defined in the General Instructions to this Questionnaire.

2. In the past 10 years, has the Beneficial Owner used an EIN, name, trade name, or abbreviation other than the name or number provided in response to Section A of this Questionnaire? If yes, please specify in Section D below.

3. Identify the property that is the subject of a land sale, lease, license, permit or NYCIDA project with respect to which this Questionnaire

is submitted (the “Project Property”):

Block & Lot(s):

Street Address:

Borough of

4. In the past 5 years, has the Beneficial Owner or any Subject Entity been a former owner of the Project Property? If yes, please specify in Section D below.

5. Is the Beneficial Owner or any Subject Entity a tenant of the City of New York? If yes, please list in Section D below: Name of Tenant, Agency, Borough, Block, Lot, Account Number, Monthly Rent and Current Balance.

6. Has the Beneficial Owner or any Subject Entity purchased property from the City of New York in the past 10 years? If yes, please list in Section D below: Name of Purchaser, Agency, Borough, Block, Lot, Sale Date, Parcel Number and Closing Date.

7. Does the Beneficial Owner or any Subject Entity have a mortgage with the City of New York? If yes, please list in Section D below: Name of Mortgagor, Agency, Borough, Block, Lot, Account Number, Principal Amount, Monthly Installment and Current Balance.

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8. The following, together with attachment(s) hereto, if any, is a complete list of properties in which the Beneficial Owner and/or any

Subject Entity has an ownership interest and which are located in the City of New York, together with a statement as to each such property of any current arrears in real estate taxes, sewer rents, sewer surcharges, water charges or assessments due and owning to the City of New York.


PROPERTY OWNER

BOROUGH BLOCK/LOT STREET ADDRESS DATE OF

PURCHASE AMOUNT OF ARREARS

TYPE OF ARREARS

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SECTION D INDICATE SECTION LETTER PROVIDE BELOW THE INFORMATION REQUESTED IN SECTION A WITH RESPECT TO THE OWNERSHIP CHAIN FOR AND QUESTION NUMBER APPLICANT AND A DETAILED EXPLANATION TO ALL QUESTIONS CHECKED “YES” IN SECTION C. IF YOU NEED MORE

SPACE, PHOTOCOPY THIS PAGE AND ATTACH IT TO THIS QUESTIONNAIRE.

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A FALSE STATEMENT WILLFULLY OR FRAUDULENTLY MADE OR ANY FALSE INFORMATION WILLFULLY OR FRAUDULENTLY SUBMITTED IN CONNECTION WITH THIS QUESTIONNAIRE MAY RESULT IN RENDERING THE BENEFICIAL OWNER OR THE APPLICANT NOT RESPONSIBLE WITH RESPECT TO THE PRESENT PROJECT OR FUTURE PROJECTS INVOLVING THE NEW YORK CITY ECONOMIC DEVELOPMENT CORPORATION, THE NEW YORK CITY INDUSTRIAL DEVELOPMENT AGENCY, APPLE INDUSTRIAL DEVELOPMENT CORP. AND THE CITY OF NEW YORK AND, IN ADDITION, MAY SUBJECT THE PERSON MAKING THE FALSE STATEMENT TO CRIMINAL CHARGES.

The undersigned hereby certifies that, having made due inquiry, the undersigned supplied full, complete, and truthful answers to and/or documentation for each item therein to the best of the undersigned’s knowledge, information and belief; that the undersigned will notify the New York City Economic Development Corporation, the New York City Industrial Development Agency or Apple Industrial Development Corp., as the case may be, in writing of any change in circumstance occurring after the submission of this Questionnaire and before (i) the execution of any contract or agreement with any of them and/or the City of New York and (ii) in the case of an agreement to purchase or enter into a ground lease for real property and/or a financing through or straight-lease transaction with the New York City Industrial Development Agency, the closing of the transaction; and that all information supplied by the undersigned is true to the best knowledge, information and belief of the undersigned. The undersigned understands that the New York City Economic Development Corporation, the New York City Industrial Development Agency or Apple Industrial Development Corp., as the case may be, will rely on the information supplied by the undersigned in this Questionnaire as an inducement to enter into a contract or agreement and to close a transaction with the Applicant.

Name of Beneficial Owner

By:

Signature of Authorized Person

Print Name and Title of Authorized Person

Date

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