PASSAIC COUNTY IMPROVEMENT AUTHORITY. REQUEST FOR PROPOSALS PCIA CAPITAL EQUIPMENT LEASE PROGRAM November 13, Introduction

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1 PASSAIC COUNTY IMPROVEMENT AUTHORITY REQUEST FOR PROPOSALS PCIA CAPITAL EQUIPMENT LEASE PROGRAM November 13, 2018 Introduction The Passaic County Improvement Authority ( PCIA ) is seeking proposals from qualified banking institutions to serve as Master Lessor in connection with the PCIA s tax-exempt capital equipment leasing program (the Capital Equipment Lease Program or Program ). The Program provides tax-exempt lease financing for municipalities, school districts, sewerage authorities, municipal and county utilities authorities within the County of Passaic (the County ) and the County itself (collectively, the Local Government Participants ) in order to acquire certain capital equipment (Including energy conservation equipment) and other personal or real property. A more detailed description of the program history and structure is included below. Responses to this Request for Proposals RFP are due by 11:00 a.m. on December 6, Proposals may be delivered via regular mail, overnight delivery, hand delivery or electronic mail. Proposals should be sent to: Nicole Fox Executive Director Passaic County Improvement Authority 930 Riverview Drive, Suite 250 Totowa, New Jersey Phone: (973) nicolef@passaiccountynj.org Proposals must be presented in the format outlined in the section identified as Proposal Format. Any questions regarding this solicitation should be directed to Nicole Fox at (973) or via electronic mail at nicolef@passaiccountynj.org. The PCIA will not be responsible for any expenses incurred by the proposers in connection with the preparation of its proposal or for the disclosure of any information or material received in connection with the solicitation, whether by negligence or otherwise. The PCIA reserves the right to reject any or all proposals with or without cause, and waive any irregularities or informalities in the proposals submitted. The PCIA 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 PCIA reserves the right to re-solicit proposals.

2 Any and all addendums, changes, or modifications to this RFP will be posted on the PCIA s website. All bidders are encouraged to check the PCIA s website for any such changes. Program History and Structure In December 2008, the New Jersey Local Finance Board ( LFB ) approved an application for the Passaic County Improvement Authority s first Capital Equipment Leasing Program for an aggregate amount not-to-exceed $10 million for a period of one year from the date of the LFB approval. The Program is mirrored after other County Leasing Programs such as Morris, Somerset and Bergen Counties. Under the current Capital Equipment Leasing Program, which authorizes capital leases to Local Government Participants an amount not-to-exceed $15 million, the PCIA and the Master Lessor will enter into a Master Lease Agreement (the Master Lease ). The PCIA (the Sub-Lessor ) will then enter into separate Sub-Lease Agreements with the Local Government Participants (the Sub-Lessee ) electing to participate in the Program. Pursuant to the Sub-lease, Local Government Participants will make lease payments directly to the Master Lessor under the Sub-lease, which lease payments are subject to appropriation. The Master Lease and Sub-lease have the same terms (rate, maturity, etc.) and upon expiration thereof, the PCIA will transfer the capital items financed through the Program to the Local Government Participant for $1. The capital items also secure the Sub-lease payments, which Sub-lease payments and collateral would secure the Lease payments. The PCIA acts as a conduit only, and is indemnified by the Sublessee for claims relating to the capital items or the transaction. As additional security for the Leases and in order to provide for the lowest borrowing cost available, the County will enter into a guaranty agreement with the PCIA (the Guaranty Agreement ) to provide payments to the PCIA if there are insufficient payments under the Sub-lease. The payments under the County Guaranty will be general obligations of the County and the County will pledge its full faith and credit for the full and punctual payment of the lease obligations. Similar to the prior Leasing Programs of other Counties in New Jersey, the PCIA will continue to follow the guidelines established by the New Jersey Local Finance Board under which each individual lease application will require the approval of the Director of the Local Finance Board. The Local Finance Board is informed of the capital items being financed or leased prior to the Sub-lessee s receiving the approval by the PCIA to lease the capital items and the guaranty of those items by the County. Since the Capital Equipment Lease Program is approved prior to the leased items being identified, the Director checks to make sure the leased items are capital equipment or property allowable under the approved the Capital Equipment Lease Program. It should be noted that since the program was enacted about eight (8) years ago, the Director has always approved

3 equipment submitted to him for his approval without issue. It should be noted that the Sub-Lessee will be required to appropriate funds for lease payments in their budgets. Budgets are introduced and generally adopted in February and March of each year for government entities operating on a fiscal year ending on December 31. Certain municipalities operate on a fiscal year ending June 30 and have budgets introduced and adopted in September. School districts operate on a fiscal year ending June 30 and have budgets introduced and adopted by the school board in March. The budgets for School Districts are only presented for approval to its constituents in April for the succeeding fiscal year if such budgets exceed cap limitations provided for by law. If such budgets do not exceed such cap limitations, no voter approval is required to be sought. The lease payments made by the Sub-lessees are subject to appropriation unless the resolution or ordinance adopted by the Sub-lessee states otherwise. In the event that the Sub-lessee fails to appropriate moneys for the lease payment or appropriates the money but fails to actually make the lease payment, the County guaranty is then called upon to make the lease payment. The County guaranty is a general obligation full faith and credit pledge of the County to make the lease payments in the event of nonpayment by the Sub-lessees. The County Guaranty Agreement is NOT subject to nonappropriation. The PCIA s Capital Lease Bank Program will also provide tax-exempt lease purchase financing to school districts, municipalities and the County of Passaic for Energy Conservation Projects. The maximum lease terms for energy conservation projects will be 15 years. However, the maximum lease terms for cogeneration facilities will be 20 years. The County Guaranty will also provide additional security for the lease purchase financing of Energy Conservation Projects. Neither bond counsel nor local counsel will provide an opinion as to the tax-exempt nature of the lease unless the transaction is $1 million or more. It is expected that the Master Lessor will complete Form 8038-G and any UCC filings required by each Sublease. Bond Counsel to the Authority is Everett Johnson, Esq., of Wilentz, Goldman & Spitzer. Financial Advisor to the Authority is Heather Litzebauer of NW Financial. The Master Lease will not be bank qualified. The County is the obligor At this time, no applications for ESIP or otherwise have been submitted for the Authority for funding in Historical dollar amount for leases over the last 3 years: $2,178, $3,049, $4,141,428.00

4 This program would be open to all municipalities, school districts, authorities and/or fire districts, all located in the County of Passaic, and for the County of Passaic, itself. Not for profits are not eligible for this program. The successful candidate will be designated as the Master Lessor for a period of two (2) years with a potential one (1) year extension (subject to Local Financial Board approval). Since the pricing is based on the County s credit, annual audits and budgets are available for the County upon request. As of November 24, 2015, the County is rated AA by Standard & Poor s. Proposal Format Proposals should address the following questions: 1. Describe your firm s experience with similar leasing programs, including energy efficiency financing. 2. Discuss your firm s capabilities to perform the required administrative services the program demands. The Master Lessor will be required to coordinate the closing of all leases, maintain detailed records of outstanding leases and account balances, provide monthly/quarterly reporting, etc. 3. Identify minimum or maximum lease terms (if any). 4. Identify minimum or maximum lease amounts (if any). 5. Amount of time necessary to approve each lease once the Program documents have been established. 6. Information needed to approve each lease. 7. Identity any equipment, personal property or real property which cannot be financed in the Program. 8. Identify the person(s) who will be responsible for this account and comment on their availability to serve the PCIA and the Participants. 9. The PCIA wishes to establish the tax-exempt lease rate based on a publicly available index. As noted herein, the typical term of each lease has ranged between 3 and 10 years, except energy savings equipment which can have terms up to 20 years. Identify how the tax-exempt lease rate will be established giving consideration to the varying lease terms the Program will likely continue to experience. 10. The PCIA would be interested in reviewing any alternative program structure or

5 proposal that could lower the borrowing cost of the Participants or simplify the lease process and administration. 11. Please provide a form of the Master Lease Agreement and Sublease Agreement that you have utilized in similar financings, if any. 12. Please provide a form of the Master Lease Agreement, Sublease Agreement, and any other documents you would require in connection with this Program. 13. Complete the Form A-1 hereto with regard to your Proposal as it relates to the calculation of pricing for the Program 14. Provide any other information or documents you would like the PCIA to consider in connection with your proposal.

6 Form A 1 PCIA CAPITAL EQUIPMENT LEASE PROGRAM Finance Rate Calculation Table Please provide us with pricing detail as of close of business on November 29, 2018 using the follow table. It is expected that this formula will be used to price each lease on the day of pricing. Term (in years) **** Index* *Provide what index is being used **Provide percentage of the index being used ***Spread to be added to the Index Adjustment Index Adjustment (%)** Spread to Adjusted Index*** Tax-Exempt Rate **** NOTE: A 20 year term is OPTIONAL. You are not required to include pricing information for a 20 year term and are not required to include a 20 year term as part of the Program.