Page 1 of 14

REQUEST FOR PROPOSALS FOR

SWAP PORTFOLIO MONITOR SERVICES AND

SWAP ADVISORY CONSULTANT SERVICES FOR THE

NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY WITH RESPECT TO SWAP AGREEMENTS ENTERED INTO WITH RESPECT TO

STATE-BACKED BONDS

Issued by the State of New Jersey Treasurer’s Office

Date Issued: Monday, November 17, 2014

Responses Due by: 3:00 p.m. NJ Time on Thursday, December 4, 2014

Andrew P. Sidamon-Eristoff State Treasurer

State of New Jersey Department of the Treasury

Page 2 of 14

REQUEST FOR PROPOSALS

FOR SWAP PORTFOLIO MONITOR SERVICES

AND SWAP ADVISORY CONSULTANT SERVICES

FOR THE NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY

WITH RESPECT TO SWAP AGREEMENTS ENTERED INTO WITH RESPECT TO STATE-BACKED BONDS

I. PURPOSE AND INTENT

The Treasurer of the State of New Jersey (the “State” or the “State Treasurer”) is soliciting proposals on behalf of the New Jersey Economic Development Authority (the “Authority”) from qualified firms to provide swap portfolio monitoring services and swap advisory consulting services (herein referred to as the “Swap Monitor” and “Swap Consultant,” respectively) to the Authority concerning interest rate exchange agreements which have been and may be entered into by the Authority in connection with its issuance of bonds, notes and other obligations (collectively, “State-Backed Bonds”) the debt service on which is paid pursuant to contracts and/or leases with the State subject to appropriation. These interest rate exchange agreements, or variations thereon, commonly referred to as “Swaps” or “Swap Agreements” are entered into by the Authority in order to manage interest rate risk. A description of the Authority’s current Swap portfolio is included herein as Attachment I.

The Swap Monitor will be required to provide valuations, reporting and other monitoring services as described below on any matters relating to the Authority’s existing portfolio of Swaps as well as on any additional Swaps that may be considered or entered into during the term of the engagement.

The Swap Consultant will be required to act as the advisor to the State and the Authority by providing the consulting services as described below on any transactional matters relating to the Authority’s existing portfolio of Swaps, as herein referenced, as well as on any transactional matters relating to additional Swaps that may be considered or entered into during the term of the engagement. The Swap Consultant will also be required to serve as the Qualified Independent Representative (“QIR”) to the Authority as set forth by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and by the regulations adopted by the United States Commodity Futures Trading Commission (the “CFTC”) pursuant to the Dodd-Frank Act.

Firms are invited to submit a proposal or proposals in response to this RFP, for review by the State and the Authority, to perform one or both of the requested roles. Firms must clearly define which role(s) they wish to be considered for and, further, must demonstrate compliance with the relevant minimum requirements for the applicable role(s). Firms desiring to be considered for both roles should submit separate proposals for each role. The Swap Consultant will be expected to have a thorough understanding of State and Federal statutes, rules and regulations, covenants and contracts related to the outstanding Swaps.

Page 3 of 14

The State and the Authority reserve the right to, at its sole discretion and in the manner that it determines to be the most advantageous to the State and the Authority, engage a single firm to provide both roles (i.e., simultaneously acting as the Authority’s Swap Monitor and Swap Consultant) or to engage one firm to serve as Swap Monitor and one firm to serve as Swap Consultant. II. MINIMUM REQUIREMENTS

The firm or its personnel must meet ALL the following minimum requirements in order to be given consideration for selection: Swap Monitor: The firm or its personnel must have experience within the last three (3) years of accurately reporting and monitoring valuations and settlements of Swap portfolios of at least five (5) Swaps. Firms responding for this engagement must include a sample monthly valuation report and a sample Swap settlement reconciliation/payment verification spreadsheet model. Swap Consultant: The firm or its personnel must have experience providing consultant services in connection with Swaps, including interest rate swaps, interest rate caps, swaptions and other similar types of derivative agreements, for private sector clients and/or states and other governmental entities in connection with the execution, modification or termination of at least a combined $1 billion notional amount in such swaps and other derivative products during the last three (3) years.

Failure of a firm to meet the minimum requirements for the respective roles will result in the proposal’s immediate rejection. III. BACKGROUND

The Authority issues State-Backed Bonds from time to time, the debt service on which is paid by the State subject to annual appropriation, pursuant to either a contract or a lease with the Authority. In connection with the issuance of State-Backed Bonds, the Authority has entered into, and may continue to enter into, various types of Swap Agreements pursuant to which the Authority may agree to make payments to a counterparty (the “Counterparty”), for example: (i) the payment of a fixed rate of interest by the Authority to the Counterparty in exchange for the payment by the Counterparty to the Authority of a variable rate of interest, (ii) the payment of a variable rate of interest by the Authority to the Counterparty in exchange for the payment by the Counterparty to the Authority of a fixed rate of interest, or (iii) the payment of a variable rate of interest based upon an index by the Authority to the Counterparty in exchange for the payment by the Counterparty to the Authority of a variable rate of interest based on another index. As used in this RFP, the term “Swap” includes interest rate exchange agreements and other similar agreements intended to manage or offset the risk inherent in such interest rate exchange agreements such as interest rate caps and collars.

The State and the Authority are seeking the services of a Swap Monitor to assist the State and the Authority in monitoring, managing, providing valuations of, and ensuring compliance with the Swap Agreements and to oversee the performance of the Counterparties.

The State and the Authority are also seeking the services of a Swap Consultant to assist the Authority and the State by providing general portfolio-related advice, and advice with respect to

Page 4 of 14

structuring, modifying or terminating existing and/or future Swap Agreements, and to serve as a QIR for the Authority.

IV. SCOPE OF SERVICES

A. Swap Monitor:

The Swap Monitor will provide the following monitoring services during the specified term of engagement:

1. Maintenance of Swap Portfolio Database

The Swap Monitor will develop and maintain a Swap portfolio database for monitoring and

reporting purposes. The database should include a summary of the types and terms of all Swap Agreements including a list of Counterparties and their credit ratings, outstanding notional amounts and payment schedules, average life of each agreement, any collateral requirements and/or thresholds, termination exposure, basis risk exposure, value of a basis point and remaining term of each trade. The database should also include a summary of any outstanding bonds associated with any trade and a per-trade history and current accounting and verification of settlements paid and received by the Authority. 2. Monthly Reporting Requirements

The Swap Monitor will be required to submit a monthly report as of the last day of each month on the state of the existing Swap portfolio. The report should include a list of Counterparties and their current credit ratings, notations of changes in credit ratings or Counterparty credit events (such as mergers, acquisitions and bankruptcies), aggregation of notional amount and exposure by Counterparty by dollar amount and percent, a combined outstanding notional value of the portfolio, and a mark-to-market valuation summary.

The mark-to-market valuations should be identified for Swaps by Counterparty and should include a brief description of the payer and receiver terms of the trade. The report should also contain a basis point stress test sensitivity analysis of +/- 100bps and +/- 200bps or whatever other sensitivity is agreed upon by the Swap Monitor and the Authority, and general market and derivative market commentary relevant to the month of the report.

Lastly, the Swap Monitor may be asked to include a monthly settlement summary for all trades where payments were made within the month of the report. The settlement summary section should identify the trade, the settlement period starting and ending dates, fixed and floating rates and payments made to and received from the Counterparty based on those rates and according to the calculations as set forth in the governing Swap documents.

3. Automatic Alert Requirements

The Swap Monitor will be expected to provide e-mail alerts whenever applicable to advise the State and the Authority of the following developments:

Page 5 of 14

a. Changes to the credit rating of any Counterparty or any major credit event that occurs, including, but not limited to, mergers, acquisitions and assignments.

b. Material changes in mark-to-market valuation levels that would require collateral action or impact risk exposure.

c. Mark-to-market valuations reaching a level at which the State on behalf of the Authority could advantageously terminate or restructure existing swaps.

4. Settlement Tracking

The Swap Monitor may be required to maintain a database to track, calculate, verify, and report all fixed and floating Swap settlements including reset rates and day counts according to the terms of the trade confirmations. The Swap Monitor will be expected to demonstrate confirmation of the calculations of the Counterparty according to the payment advice received, and to report any discrepancies to the State on a weekly basis so as to correct any erroneous calculations.

The Swap Monitor may, from time to time, be asked by the State on behalf of the Authority to provide a settlement history by trade, Counterparty, issuer or all of the above for a specified period of time.

B. Swap Consultant:

The Swap Consultant will provide the following consulting services during the specified term of engagement: 1. Serve as the QIR to the Authority

The Swap Consultant will be required to serve as the QIR to the Authority for the State-Backed Bonds as set forth by the regulations adopted by the CFTC pursuant to the Dodd-Frank Act.

2. Portfolio Analysis & Asset Management

The Swap Consultant will be required to assess on a quarterly basis, the Authority’s existing portfolio of Swaps and State-Backed Bonds in order to provide recommendations to the State Treasurer and the Authority regarding the appropriate balance and diversification of floating rate, synthetic fixed and fixed exposure taking full account of the State’s and Authority’s assets and liabilities, rating agency, legal and regulatory requirements.

During the term of the engagement, the Swap Consultant will be responsible for assessing the Authority’s portfolio of State-Backed Bonds and making recommendations to manage risk. To this end, the Swap Consultant should expect to advise the State Treasurer and the Authority on the effect of proposed Swaps and the risks and benefits of existing Swaps and to provide optimization scenarios upon request. 3. Ongoing Portfolio Feedback

The Swap Consultant will be responsible for keeping the State and the Authority informed of new products or swap opportunities that may be applicable to the Authority’s portfolio, and for

Page 6 of 14

identifying and recommending any restructuring or optimization opportunities that exist portfolio-wide or within certain trades that may be to the Authority’s advantage.

The Swap Consultant will also be required, from time to time, to provide analyses of and feedback on, various solicited or unsolicited swap proposals and opportunities submitted to the State on behalf of the Authority by banks, financial professionals and swap counterparties relating to bond transactions, program management or other opportunities. 4. Creation of Form Documents

The Swap Consultant will be responsible for assisting the State and the Office of the Attorney General in updating, as necessary, the ISDA Master Agreement, Schedule and Credit Support Annex used by the Authority for the State-Backed Bonds. It is anticipated these documents will be used for all Swaps which are entered into by the Authority in connection with State-Backed Bonds. The Swap Consultant will be expected to recommend the appropriate provisions in such documentation including provisions relating to such major terms as collateralization, cross default, additional termination events and calculation methods. Any recommendations of the Swap Consultant shall be subject to approval by the State and the Office of the Attorney General.

During the term of engagement, the Swap Consultant shall make recommendations as needed

to modify such documentation to meet changing requirements and circumstances. 5. Managing a List of Qualified Swap Providers

The Swap Consultant will assist the State and the Authority in maintaining a list of qualified swap providers for the Authority. The Swap Consultant shall help maintain such list on an ongoing basis throughout the term of engagement.

6. Training and Support

The Swap Consultant will be expected to assist in educating the staff of the State and the Authority in the use of Swaps, on an as needed basis. Such training may consist of seminars, written materials and informal discussions. 7. State Disclosure The Swap Consultant will be expected to assist the State in drafting derivatives footnotes relating to Swap transactions for the State-Backed Bonds to be included in the State’s Comprehensive Annual Financial Report. Such assistance is expected to include appropriate analysis of Swaps to support compliance with GASB 53 reporting requirements. The Swap Consultant will be expected to assist in the preparation and review of disclosures relating to Swaps appearing in the State Financial Disclosure contained in the offering documents used by the State and the Authority to sell the State-Backed Bonds. 8. Accounting and GASB 53 Compliance

The Swap Consultant will be expected to advise and update the State and the Authority on

Page 7 of 14

accounting and regulatory proposals regarding Swaps and other derivative instruments. 9. Additional Services

From time to time, when necessary, the State, on behalf of the Authority, reserves the right to request assistance or additional services from the Swap Consultant on any matters relating to the Swap portfolio that arise during the term of the engagement. In such instances, the State, on behalf of the Authority, shall retain the flexibility to negotiate a fee for the additional services or utilize the hourly fee schedule the Swap Consultant provided in its fee proposal. 10. Swap Termination Services

The Swap Consultant will be required to assist with or handle, as applicable, all matters

relating to Swap terminations whenever applicable including, at a minimum:

a. Review of documents relating to termination. b. Preparation of materials and presentation to the Authority’s Board for necessary

approvals. c. Preparation of pricing models and execution of “dry-run” termination pricings with

Counterparties, including agreement on mid-market levels. d. Negotiation of all-in spreads to mid-market price with Counterparties. e. Act as liaison with market participants to determine and procure additional feedback on

fair market price quotes for terminations. f. Execute termination pricing with Counterparties. g. Develop and deliver a fairness opinion(s) relating to the fair market value of any

termination (an example of which is included as Attachment II). 11. Swap Restructuring Services

The Swap Consultant will be required to assist with or handle, as applicable, all matters relating to swap restructurings whenever applicable, including, at a minimum:

a. Investigation, development and recommendation of optimal Swap restructuring strategies and structures.

b. Review of documents relating to proposed restructurings. c. Preparation of materials and presentation to the Authority’s Board for necessary

approvals. d. Preparation of pricing models and execution of “dry-run” pricings with Counterparties,

including agreement on mid-market levels. e. Negotiation of all-in spreads to mid-market price with Counterparties. f. Acting as liaison with market participants to determine and procure additional feedback

on fair market price quotes. g. Execution of restructuring with Counterparties. h. Development and delivery of a fairness opinion(s) relating to the fair market value of any

Swap restructuring (an example of which is included as Attachment II).

12. Swap Transaction Services

Page 8 of 14

A. The Swap Consultant will be required to assist with or handle, as applicable, all matters relating to new Swap transactions whenever, applicable including, at a minimum, for competitively bid Swaps:

a. Investigation, development and recommendation of optimal Swap strategies and

structures. b. Preparation of materials and presentation to the Authority’s Board for necessary

approvals. c. Preparation of swap documents, term sheets and Requests for Bids in conjunction with

the Authority and counsel. d. Solicitation of bids from all appropriate and qualified dealers and providers. e. Reception of Counterparties’ bids at bid time. f. Review and evaluate bids, and make recommendations to accept or reject

Counterparties’ bids. g. Preparation of analysis and presentation of the utilized Swap strategy to the State,

Authority or other stakeholders.

B. The Swap Consultant will be required to assist with or handle, as applicable, all matters relating to new Swap transactions whenever applicable, including, at a minimum, for negotiated Swaps:

a. Investigation, development and recommendation of optimal Swap strategies and

structures. b. Preparation of materials and presentation to the Authority’s Board for necessary

approvals. c. Negotiation of terms in conjunction with Counterparty, the Authority and counsel. d. Make recommendation to accept or reject terms received. e. Preparation of Swap documents in conjunction with counsel. f. Preparation of analysis and presentation of the utilized Swap strategy to the State,

Authority or other stakeholders. g. Development and delivery of a fairness opinion(s) relating to the fair market value of

any new swap or swap related product. V. TERM OF ENGAGEMENT

The Swap Monitor and the Swap Consultant, whether it be one firm or two different firms, will be engaged for a term of one (1) year with the option by the State, on behalf of the Authority, in its sole discretion, to renew for four (4) additional terms of one (1) year each.

VI. REQUIRED COMPONENTS OF THE PROPOSAL Each firm submitting a proposal must follow the instructions contained in this RFP in preparing and submitting its proposal(s). The proposing firm is advised to thoroughly read and follow all instructions. A proposal must contain all of the information in the order and format indicated below. Firms responding for consideration for both roles should submit separate proposals for each role according to the instructions contained in this RFP. Submissions for

Page 9 of 14

each role will be reviewed independently. All terms and conditions set forth in this RFP will be deemed to be incorporated by reference in their entirety into the proposal. Proposals should be responsive to each of the following requests in the order indicated. Proposals should not exceed twelve (12) pages plus appendices and cover letter. A. Minimum Requirements

Explicitly state how your firm or its personnel meets the respective minimum requirements described under Section II. MINIMUM REQUIREMENTS, above for each role for which you are responding. Identify the governmental or private entity(ies) for which you provided these services, the notional amount of transactions for which you provided the services, the type of interest rate contracts to which these notional amounts apply (i.e. fixed payer, swaptions, basis swaps, etc.) and the date(s) which you provided these services. B. Conflicts of Interest

Identify any existing or potential conflicts of interest, as well as your representation of parties or other relationships that might be considered a conflict of interest, that may affect or involve this engagement.

C. Experience and Personnel

1) An executive summary of not more than three (3) pages identifying and substantiating the basis of your contention that you are the best qualified firm to provide the requested services. Please address what your firm offers that competing firms cannot.

2) A staffing plan listing those persons who will be assigned to the engagement(s) if your firm

is selected, including the designation of the person(s) who would be the primary contact for the engagement(s). This portion of the proposal should include the relevant resume information for the individuals who would be assigned. This information should include, at a minimum, a description of the person’s relevant professional experience, years and type of experience, and number of years with the firm.

3) A description of the firm’s experience or the experience of relevant personnel in

conducting portfolio reviews and/or consulting of the type described in this proposal, for both private and public entities.

4) A description of resources of the firm including, but not limited to, background, location,

experience, staff resources, financial resources, technical and software resources, etc. Firms responding for the Swap Monitor role should specify what, if any, internet-based service(s) they offer for real-time reporting or settlement tracking.

5) A listing of all current clients, both private and public, including information on the type of

engagement.

6) Four (4) references, including at least three (3) clients for whom services have been provided in the last three (3) years. Provide the contact names, positions, phone numbers and e-mail addresses.

Page 10 of 14

7) If your firm, or any principal, director, officer or any other personnel (current or former)

thereof, is now or has in the last three (3) years been a defendant in any litigation involving a sum of $100,000 or more, the subject of any professional disciplinary action, and/or is or has been the subject of any investigation, you must provide a description of the litigation, disciplinary action or investigation and a current status report (regardless of whether the matter is concluded or in progress).

8) List any sanctions or penalties brought against your firm or any of its personnel (including

suspension or disbarment) by any regulatory or licensing agencies. Include a description of the reasons for the sanctions or penalties and whether such sanctions or penalties are subject to appeal.

9) Preparer’s Information: Provide the name and address of the firm, the name, telephone

number, fax number, and e-mail address of individual or individuals responsible for the preparation of the proposal(s) who may be contacted in the event of questions or notification, and the location of the office, if other than that shown above, at which the services to be provided hereunder will be performed.

D. Fees

Firms are requested to submit their fee proposals in the form of the Price Schedules included as Attachment III.

Fee proposals should reflect the firm’s complete understanding of the Section IV, SCOPE OF

SERVICES, as described above for each respective role. Firms submitting a proposal for only one of the roles should be sure to submit their fee proposal on only the relevant Price Schedule included in Attachment III. Firms submitting proposals for both roles should complete each Price Schedule for consideration separately and include only the relevant schedule in each respective proposal.

When considering fee proposals, firms should take into consideration the size and makeup of

the Authority’s existing Swap portfolio and any volume discounts that may apply based upon its size and any discounts that may be based upon the award of both roles. Firms may be asked to state such discounts in a subsequent best and final offer request.

Fee proposals for Swap Monitor shall be a fixed annual amount, payable quarterly in arrears. Fee proposals for Swap Consultant shall include both an hourly fee and a not-to-exceed annual

fee cap. Payment shall be based upon receipt of invoices and supporting documentation detailing the actual allowable direct and indirect costs incurred for such services: provided, however, that the maximum amount to be paid for services under this role shall not exceed the applicable maximum not-to-exceed price or the specified fee listed on the Price Schedule, where applicable.

Hourly fees should be spelled out in detail, and clearly described in a way that allows

restatement of these fees in a contract, if the proposal is accepted. The State, on behalf of the Authority, reserves the right to negotiate final price with the vendor(s) selected to perform these services.

Page 11 of 14

E. State Presence Describe your firm’s presence in the State.

VII. PROPOSAL SUBMISSION

An original and six (6) copies (including an electronic format copy on CD) of each proposal must be marked for the appropriate engagement as “RFP FOR SWAP MONITOR SERVICES” or “RFP FOR SWAP CONSULTANT SERVICES” and sent to:

Overnight Mail State of New Jersey

Dept. of the Treasury, Office of Public Finance 50 West State Street, 5th Floor

Trenton, NJ 08625 Attn: Anthony Longo, Manager

PROPOSALS MUST BE RECEIVED BY 3:00 PM NJ TIME, THURSDAY, DECEMBER 4, 2014. FACSIMILE AND/OR ELECTRONIC MAIL SUBMISSIONS WILL NOT BE ACCEPTED. All respondents are require to limit their proposals to twelve (12) pages or less (exclusive of appendices and cover letter) at no smaller than twelve (12) point type for each role. Excess pages and extraneous materials or appendices will detract from the overall quality of the response. No fax or e-mail proposals will be accepted.

Proposals received after the time and date listed above will not be considered.

Communications with representatives of the State or the Authority concerning this request by you or on your behalf are NOT permitted during the submission and selection processes, except as specifically indicated below. No telephone inquiries will be accepted. Failure to adhere to this communication restriction will result in rejection of your proposal. If you require clarification of any aspect of this RFP, forward the request in writing via e-mail by Friday, November 21, 2014 to: RFQresponses@treas.state.nj.us. All Questions and Answers will be posted on the following website on or about Wednesday, November 26, 2014. http://www.state.nj.us/treasury/public_finance/ The State, on behalf of the Authority, will not be responsible for any expenses in the preparation and/or presentation of the proposal(s) and oral interviews or for the disclosure of any information or material received in connection with the solicitation, whether by negligence or otherwise. The State, on behalf of the Authority, reserves the right to reject any and all proposals, with or without cause, and waive any irregularities or informalities in the proposals. The State further reserves the right to make such investigations as it deems necessary as to the qualifications of any and all firms submitting proposals. In the event that all proposals are rejected, the State reserves the right to re-solicit proposals.

Page 12 of 14

Responding firms may withdraw their proposal(s) at any time prior to the filing date and time by written notification signed by an authorized agent of the firm. The proposal(s) may thereafter be resubmitted, but only up to the final filing date and time. The responding firm assumes sole responsibility for the complete effort required in this RFP. No special consideration shall be given after proposals are opened because of a firm’s failure to be knowledgeable about all the requirements of this RFP. By submitting a proposal in response to this RFP, the firm represents that it has satisfied itself, from its own investigation, of all the requirements of this RFP. All documents/information submitted in response to this solicitation shall be available to the general public as required by applicable law, including the New Jersey Open Public Records Act, N.J.S.A. 47:1A-1 et seq.

VIII. ORAL INTERVIEW

While the State and the Authority do not anticipate requiring oral presentations, they reserve the right to do so, in person or by telephone. Proposals should be complete on their face. The State and the Authority reserve the right to request clarifying information subsequent to submission of the proposals. IX. SELECTION PROCESS A. All proposals will be reviewed to determine responsiveness. Non-responsive proposals will be rejected without evaluation. B. An evaluation committee will review and score each proposal received that meets the Minimum Requirements set forth in Section II. MINIMUM REQUIREMENTS, pursuant to the criteria specified below. C. The criteria used to evaluate responsive proposals shall include, but not be limited to, expertise, capacity, experience, fees and personnel and may include the evaluation criteria as developed by the State as part of the evaluation process based on the categories listed below, or some combination thereof. Such criteria are not necessarily listed in order of significance. The evaluation criteria categories may be used to develop more detailed evaluation criteria to be used in the evaluation process:

1) The firm’s general approach and plans in meeting the requirements of this RFP.

2) The firm’s detailed approach and plans to perform the services required by the Scope of Services contained in this RFP.

3) The firm’s documented experience in successfully completing contracts of a similar size and scope to those required by this RFP.

4) The qualifications and experience of the firm’s management, supervisory or other key personnel assigned to the engagement, with emphasis on documented experience

Page 13 of 14

in successfully completing work on contracts of similar size and scope to the services required by this RFP.

5) The overall ability of the firm to mobilize, undertake and successfully complete the services required by this RFP. This judgment will include, but not be limited to, the following factors: the number and qualifications of management, supervisory and other staff proposed by the firm to perform the services required by this RFP; the availability and commitment to the engagement of the firm’s management, supervisory and other staff proposed; and the firm’s contract management plan, including the firm’s contract organizational chart.

D. The State, on behalf of the Authority, shall select the firm by written notice to that responsible bidder whose proposal, conforming to the RFP, will be the most advantageous to the Authority, price and other factors considered. X. STATUTORY REQUIREMENTS A. The following documents must be completed, included and submitted with the bid proposal. All forms listed below can be downloaded from the Department of the Treasury website at: http://www.state.nj.us/treasury/purchase/forms.shtml

• Standard Terms and Conditions • New Jersey Business Registration • Ownership Disclosure • Disclosure of Investigations and Actions Involving Bidder • MacBride Principles • Affirmative Action Employee Information Report • Notice of Set Off for State Tax • Source Disclosure Certification Form • Disclosure of Investment Activities in Iran • Contractor Certification and Disclosure of Political Contributions (N.J.S.A. 19:44A-

20.13 et seq.) • Vendor Certification (P.L. 2005, c. 271)

NOTE: A copy of a valid New Jersey business registration must be submitted. If not already registered with the New Jersey Division of Revenue, registration can be complete on-line at the Division of Revenue website: http://www.state.nj.us/treasury/revenue/index.html B. Specific Statutory Requirements 1. Chapter 51 and Executive Order 117. Pursuant to P.L. 2005, c. 51 (“Chapter 51”) and Executive Order No. 117 (Corzine 2008) (“Executive Order 117”), State departments, agencies and authorities are precluded from awarding contracts exceeding $17,500 to vendors who make certain political contributions on and after October 15, 2004, to avoid any appearance that the selection of contracts is based on the contractors’ political contributions. Chapter 51 also requires the disclosure of all contributions to any political organization organized under 26 U.S.C. 527 that also meets the definition of a “continuing political committee” within the meaning of N.J.S.A. 19:44A-3(n) and

Page 14 of 14

N.J.A.C. 19:25-1.7. Failure to submit the certification and disclosure form(s) shall be cause for rejection of your firm’s proposal. Please consult: Website: http://www.state.nj.us/treasury/purchase/forms/eo134/c51_eo117_cd_02_10_09.pdf Instructions: http://www.state.nj.us/treasury/purchase/forms/eo134/c51_eo117_cd_instr%2002_2009.pdf The firm or firms selected pursuant to this RFP shall be required to maintain compliance with Chapter 51 and Executive Order 117 during the term of its or their engagement. 2. Chapter 271. Pursuant to P.L. 2005, c. 271 (“Chapter 271”), your firm is required to disclose its (and its principals’) political contributions within the immediately preceding twelve (12) month period prior to entering into a contract. No prospective firm will be precluded from entering a contract with the State by virtue of the information provided in the Chapter 271 disclosure provided the form is fully and accurately completed. Prior to award of this engagement, the firm selected pursuant to this RFP shall be required to submit Chapter 271 disclosures. Please refer to http://www.state.nj.us/treasury/purchase/forms/CertandDisc2706.pdf for a copy of the Chapter 271 disclosure form. It is not required to be completed in connection with the submission of your proposal. If selected pursuant to this RFP, please also be advised of your firm’s responsibility to file an annual disclosure statement on political contributions with the New Jersey Election Law Enforcement Commission (“ELEC”) pursuant to N.J.S.A. 19:44A-20.13 (P.L. 2005, c. 271, section 3) if your firm receives contracts in excess of $50,000 from a public entity during a calendar year. It is your firm’s responsibility to determine if filing is necessary. Failure to so file can result in the imposition of financial penalties by ELEC. Additional information about this requirement is available from ELEC at (888) 313-3532 or www.elec.state.nj.us. 3. Chapter 92. In accordance with P.L. 2005, c. 92 (codified at N.J.S.A. 52:34-13.2), all services performed pursuant to this engagement shall be performed within the United States of America. 4. Certification of Non-Involvement in Prohibited Activities in Iran. Pursuant to N.J.S.A 52:32-58, the bidder must certify that neither the bidder, nor any of its parents, subsidiaries, and/or affiliates (as defined in N.J.S.A. 52:32 – 56(e) (3)), is listed on the Department of the Treasury’s List of Persons or Entities Engaging in Prohibited Investment Activities in Iran and that neither is involved in any of the investment activities set forth in N.J.S.A. 52:32 – 56(f). If the bidder is unable to so certify, the bidder shall provide a detailed and precise description of such activities.

ATTACHMENT I

OutstandingNotional Effective Termination Fixed

Counterparty Amount Date Date Rate

Bank of America, N.A. $64,007,500 6/15/2013 9/1/2031 4.41%Bank of Montreal 121,173,442 6/15/2013 9/1/2034 4.55%

Goldman Sachs Mitsui Marine Derivative Products, L.P. 49,147,500 6/15/2013 3/1/2031 4.30%Goldman Sachs Mitsui Marine Derivative Products, L.P. 78,167,500 6/15/2013 9/1/2031 4.41%Goldman Sachs Mitsui Marine Derivative Products, L.P. 91,057,500 6/15/2013 9/1/2032 4.40%

Merrill Lynch Capital Services, Inc. 179,715,804 6/15/2013 3/1/2035 4.25%Natixis Financial Products, Inc. 95,420,217 6/15/2013 9/1/2033 4.49%

Royal Bank of Canada 90,460,000 6/15/2013 3/1/2034 4.51%UBS AG, Stamford Branch 64,322,500 1/20/2011 9/1/2029 4.06%UBS AG, Stamford Branch 64,790,000 1/20/2011 3/1/2030 4.18%UBS AG, Stamford Branch 116,097,500 1/20/2011 9/1/2032 4.40%

Wells Fargo Bank, N.A. 49,332,500 6/15/2013 9/1/2029 4.06%Wells Fargo Bank, N.A. 33,912,500 6/15/2013 3/1/2030 4.18%Wells Fargo Bank, N.A. 49,147,500 6/15/2013 3/1/2031 4.30%

$1,146,751,963

71.13% 1-Month LIBOR

71.13% 1-Month LIBOR74.24% 1-Month LIBOR

74.24% 1-Month LIBOR70.8% 1-Month LIBOR

62% 1-Month LIBOR+40 bps62% 1-Month LIBOR+40 bps

71.57% 1-Month LIBOR

71.57% 1-Month LIBOR62% 1-Month LIBOR+40 bps

62% 1-Month LIBOR+40 bps71.98% 1-Month LIBOR

Index

70.8% 1-Month LIBOR71.98% 1-Month LIBOR

Variable-to-Fixed Swaps

Floating

ATTACHMENT I

NJEDA School Facilities Construction Program

ATTACHMENT II

ATTACHMENT III

State of New Jersey Request for Proposals

Price Schedule Swap Monitor Services

NAME OF FIRM: _______________________ DATE: _______________________ SIGNATURE: _______________________

FEE PROPOSAL FOR MONITORING SERVICES – as described in Section IV “Scope of Services – Swap Monitor”

Firm’s Fee Proposal for Initial One-Year Term: Firm’s Fee Proposal for 1st Renewal Year *: Firm’s Fee Proposal for 2nd Renewal Year *: Firm’s Fee Proposal for 3rd Renewal Year*: Firm’s Fee Proposal for 4th Renewal Year *: * The firm should submit a fee proposal for all optional renewal years. The State makes no guarantee that such options will exercised.

State of New Jersey Request for Proposals

Price Schedule Swap Consultant Services

NAME OF FIRM: _______________________ DATE: _______________________ SIGNATURE: _______________________

ANNUAL FEE CAP FOR CONSULTING SERVICES #’s 1-9 – as described in Section IV “Scope of Services – Swap Consultant”

Firm’s Maximum Not-to-Exceed Price Cap for Initial One-Year Term *: Firm’s Maximum Not-to-Exceed Price Cap for 1st Renewal Year **: Firm’s Maximum Not-to-Exceed Price Cap for 2nd Renewal Year **: Firm’s Maximum Not-to-Exceed Price Cap for 3rd Renewal Year **: Firm’s Maximum Not-to-Exceed Price Cap for 4th Renewal Year **:

ANNUAL FEE CAP FOR CONSULTING SERVICE # 10 – As described in Section IV “Scope of Services – Swap Consultant” Firm’s Maximum Not-to-Exceed Price Cap for one (1) Transaction *:

ANNUAL FEE CAP FOR CONSULTING SERVICE # 11 – As described in Section IV “Scope of Services – Swap Consultant” Firm’s Maximum Not-to-Exceed Price Cap for one (1) Transaction *:

ANNUAL FEE CAP FOR CONSULTING SERVICE # 12 – As described in Section IV “Scope of Services – Swap Consultant” Firm’s Maximum Not-to-Exceed Price Cap for one (1) Transaction *:

FULLY-LOADED HOURLY RATES *** Managing Director (or equivalent): Vice President (or equivalent): Assistant Vice President (or equivalent): Analyst (or equivalent): * The maximum not-to-exceed price should be based on the fully-loaded hourly billing rates of relevant personnel. ** The firm should submit a maximum not-to-exceed price cap for both optional renewal years. The State makes no guarantee that such option will exercised. The maximum not-to-exceed price should be based on the fully-loaded hourly billing rates of relevant personnel. *** Hourly fees should be based on fully-loaded billing rates of personnel who will be assigned to the engagement and therefore, should include expenses.