MIKIE SHERRILL

Governor State of New Jersey

DEPARTMENT OF THE TREASURY

DIVISION OF PURCHASE AND PROPERTY

PROCUREMENT BUREAU

33 WEST STATE STREET

P. O. BOX 230

TRENTON, NEW JERSEY 08625-0230

AARON BINDER

State Treasurer

DR. DALE G. CALDWELL

Lt. Governor

AMY F. DAVIS, ESQ.

Acting Director https://www.njstart.gov

May 18, 2026

To: All Interested Bidders

Re: Bid Solicitation # 25DPP01105 T3030 – Equipment Master Lease Purchasing Financing Facility

Bid Amendment #5

The following constitutes Bid Amendment #5 to the above referenced Bid Solicitation:

· This Bid Amendment includes answers to questions;

· This Bid Amendment extends the Quote Submission due date from May 21, 2026 to May 29, 2026 (2:00 p.m. Eastern Time);

· Revisions to the Bid Solicitation, Attachment 1 - Terms and Conditions for T3030 Equipment Master Lease, and Appendix 1 - Master Equipment Lease Purchase Agreement;

· Screenshot of the 490 SOFR Curve 5.18.26

· Inclusion of the attachment titled “T3030 Appendix 8 – January 2, 2025 Executed Master Equipment Lease Purchase Agreement”. Please note Appendix 8 is the State’s most recently executed Master Equipment Lease Purchase Agreement, and is being included for informational purposes only;

· An Optional Pre-Quote Conference was held on February 5, 2026, in accordance with Bid Solicitation Section 2.5 Optional Pre-Quote Conference. The firms below were confirmed to be in attendance:

· Bank of America Corporation; and

· J.P. Morgan Chase & Co.

· Please note that for all additions, deletions, clarifications and modifications to the Bid Solicitation, please refer to the attachment titled “T3030 Revised Bid Solicitation 5.18.26”, and hereafter referred to in this document as the “Revised Bid Solicitation”. The additions, deletions, and/or revisions to the Revised Bid Solicitation Sections are as follows:

· Section 3.25 Municipal Securities Rulemaking Board (MSRB) G-37 Reports – Political Contributions and Prohibitions on Municipal Securities Business instructions for submission of the G-37 Form and the G-38t Form have been revised;

· Section 4.2 Payment by the Lessor to Vendors instructions on how payments are made by the Lessor to the Third-Party Suppliers have been revised and, also instructions on how the Lessor shall provide the funding confirmation at the time of funding to the State have been revised; and

· Section 5.5 Substitution of Staff requirements have been revised from a “must” to a “should”.

· Please note that for all additions, deletions, clarifications and modifications to T3030 Attachment 1 - Terms and Conditions for T3030 Equipment Master Lease, please refer to the attachment titled “T3030 Revised Attachment 1 - Terms and Conditions for T3030 Equipment Master Lease 5.18.26”, and hereafter referred to in this document as the “Revised Attachment 1 - Terms and Conditions”. The addition, deletion, and/or revision to the Revised Attachment 1 - Terms and Conditions is as follows:

· Section 4.2 Insurance provisions for the Contractor have been revised.

· Please note that for all additions, deletions, clarifications and modifications to T3030 Appendix 1 -Master Equipment Lease Purchase Agreement , please refer to the attachment titled “T3030 Revised Appendix 1 - Master Equipment Lease Purchase Agreement 5.18.26”, and hereafter referred to in this document as the “Revised Appendix 1 - Master Equipment Lease Purchase Agreement”. The additions, deletions, and/or revisions to the Revised Appendix 1 - Master Equipment Lease Purchase Agreement are as follows:

· Section 3A.4 Discharge of Refinanced Lease provisions have been revised; and

· Section 11.1 Assignment by Lessor removed the reference to “Escrow Agreement”.

It is the sole responsibility of the Bidder to be knowledgeable of all additions, deletions, clarifications, and modifications to the Bid Solicitation and/or the Terms and Conditions for T3030 Equipment Master Lease, and the Master Equipment Lease Purchase Agreement relative to this Bid Solicitation as set forth in all Bid Amendments.

All other instructions, terms, and conditions of the Bid Solicitation shall remain the same.

Bid Solicitation #25DPP01105 Equipment Master Lease Purchasing Financing Facility

Answers to Questions

Where applicable, each question references the appropriate Bid Solicitation section.

Section Reference Question (Bolded) and Answer

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Yes. Prior to the Quote Opening Deadline, a Bidder should review the documents comprising the submitted Quote to ensure that all of the required documents have been completed and attached. Oftentimes a Quote is deemed non-responsive because a Bidder fails to attach a required form or attaches a blank form. To review a submitted Quote, a Bidder should log into NJSTART and review each document attached to the Quote submission. Instructions on how to review a submitted Quote can be found in the Quick Reference Guide entitled How to Review a Submitted Quote, which is available on the NJSTART Vendor Support Page under Vendor Reference Guides.

Please be advised that all Quotes shall be submitted electronically through NJSTART.

As stated in Bid Solicitation Section 2.2, questions regarding, and exceptions to the Terms and Conditions for T3030 Equipment Master Lease, Appendix 1 State Master Equipment Lease Purchase Agreement, including all of its exhibits (Exhibit A Equipment Schedule, Exhibit B Certificate of Acceptance, Exhibit C-1 Opinion of Attorney General of the State of New Jersey, and Exhibit C-2 Opinion of Special Tax Counsel to the State of New Jersey), and exceptions to mandatory requirements, MUST be posed during the Electronic Question And Answer Period and shall contain the Bidder’s suggested changes and the reason(s) for the suggested change(s). The Terms and Conditions for T3030 Equipment Master Lease, and the Master Lease, including its exhibits, to the extent revised during the Electronic Question and Answer Period described in Section 2.1, shall thereafter be subject to non-material changes only.

The Bidder should carefully review in addition to the Bid Solicitation, Attachment 1 – Terms and Conditions for T3030 Equipment Master Lease, including, but not limited to clauses pertaining to Indemnification, State’s right to terminate, and Mergers. Bidders shall submit only during the Electronic Question and Answer Period any objections or proposed changes to the aforementioned documents.

Moreover, as stated in Bid Solicitation Section 3.11, Bidder proposed terms or conditions that conflict with those contained in the Terms and Conditions for T3030 Equipment Master Lease will render a Quote non-responsive. It is incumbent upon the Bidder to identify and remove its conflicting proposed terms and conditions prior to Quote submission.

Yes, please see the attachment titled “T3030 Appendix 8 – January 2, 2025 Executed Master Equipment Lease Purchase Agreement”. Please note that Appendix 8 is being provided for informational purposes only, and Bidders should refer to the Revised Appendix 1 - Master Equipment Lease Purchase Agreement for the Master Equipment Lease Purchase Agreement applicable to this Bid Solicitation.

Section 5.1 Contract Term and Extension Option

The State is looking for a three year base term, would the State accept a 3-year base term and extensions subject to annual credit and index pricing review?

No. The Revised Bid Solicitation Section 1.2, Background, provides that the financing allows for “three (3) additional one (1) year periods, by mutual written consent of the Lessor and Director, upon the same terms and conditions and pricing at the rates in effect in the last year of the Contract or rates more favorable to the State (see Section 5.1 Contract Term and Extension Option).” With the exception of the parameters in the Revised Bid Solicitation, there will be no pricing review to potentially amend the price of any of the extensions.

Since this is non-applicable, as we do not bid on municipal securities, do you need anything regarding this?

Section 3.25 is applicable to this Revised Bid Solicitation. However, if the G-37 and/or G-38t requirements are not applicable to the Bidder and the Bidder is not required to complete either form, an authorized officer of the Bidder should provide a letter explaining why it is not required to complete the G-37 and/or the G-38t forms. At a minimum, the letter should specify that the Bidder is not acting as a broker dealer (within the meaning of Rules G-37 and G-38) in connection with the Line of Credit or the Equipment Leases to be entered into pursuant to the Line of Credit. If a Bidder does not include the forms/report or letter with the Quote, the Bidder must comply within seven (7) Business Days of the State’s request or the State may deem the Quote non-responsive.

Section 3.25 of the Revised Bid Solicitation has been amended.

Section 4.4 Interest Rate

Given the cost associated with Bloomberg terminal, would the State consider an alternative public index like bar chart?

No, for this financing, pursuant to the Revised Bid Solicitation Section 3.26, State-Supplied Price Sheet Instructions, the State requires the use of the 490 SOFR Curve on Bloomberg for price calculation purposes.

State-Supplied Price Sheet Instructions

Section 4.4 Interest Rate

Section 5.1 Contract Term and Extension Option

On page 15, 5.1 under "Contract term and Extension Option" the base term is set for 3 years. Is it a contract requirement that the pricing index based on the SOFR Swap rate for each new funding be set for the 3 year base term or can the index be annually adjusted for new funding requests?

As stated in Revised Bid Solicitation Section 4.4 Interest Rate, when an Equipment funding occurs under the Revised Master Lease, the interest rate that the State will utilize is the SOFR Swap Rate applicable as of the close of business five (5) Business Days prior to the funding of the Equipment purchase, multiplied by the percentage discount on the State-Supplied Price Sheet, plus the Spread. The interest rate as calculated is then fixed for that particular Equipment funding and will be stated in the Revised Appendix 1 - Master Equipment Lease Purchase Agreement for the Equipment being funded. Interest will be calculated on a 30/360-day basis.

Fundings will need to be paid via wire, not check. Lessor will make every effort to fund within four (4) business days and expects to be able to meet that timeline in most cases, however, there are fraud prevention/audit measures that need to be taken internally prior to release funds, and in some cases, that may delay the funding. Lessor is unable to provide a log of outgoing payments but will provide funding confirmations to the State at the time of funding.

The State accepts both wire payments and checks. The Lessor should make every effort to make payment within four (4) Business Days. If Lessor expects a delay in payment due to fraud prevention/audit measures, Lessor shall promptly advise OPF in writing. Lessor must provide the funding confirmation at the time of funding to the State. Lessor does not need to provide a log of outgoing payments.

See Section 4.2 of the Revised Bid Solicitation.

B. This section also references there will be one equipment schedule for each equipment item financed, is that really the case? Since fleet vehicles are financed, it seems unlikely there is a separate schedule for each vehicle.

Yes. There may be multiple items under one (1) Equipment Schedule.

The expected average Drawdown is $1.75 million.

The expected average annual usage of this line is $30 million. The expected date and amount will be determined once this line is in place.

Yes, the State will provide a screenshot of Bloomberg rates for each Drawdown.

Will UCCs be filed and will Lessor be named lienholder on titled equipment?

See Section 8.2 of the Revised Appendix 1 - Master Equipment Lease Purchase Agreement. Pursuant to Section 8.2, Lessee grants to Lessor a continuing, first priority security interest in all tangible property in each Equipment Group, subject to permitted encumbrances. Under Article 9 of the Uniform Commercial Code, as enacted in the State, N.J.S.A. 12A:9-101 et. seq., does not apply to a transfer by a government or governmental unit.

The State does not accept the proposed modification.

Yes, this is acceptable. See Section 5.5 of the Revised Bid Solicitation.

Set-off It is our opinion this is not applicable to an installment payment agreement such as is contemplated by the RFP.

Neither the Division of Purchase and Property nor the Office of Public Finance has any authority to edit or modify a requirement put in place by the New Jersey Legislature. Accordingly, the language will remain as part of the agreement. Please note that inclusion of the language is as a notice, and the language would apply regardless of its inclusion in the Revised Attachment 1 - Terms and Conditions or not.

With respect to the Indemnification provision, this provision must be limited in application to the actions and performance of the Bidder and its agents and employees. The Bidder will not indemnify, hold harmless, defend, pay expenses, pay [attorney’s] fees or otherwise be responsible for the actions or performance of the State, its officers, agents, employees or any third party. Is this acceptable?

The State does not accept the proposed modification. However, the Office of Public Finance will negotiate the indemnification provision in Section 4.1 of the Revised Attachment 1 - Terms and Conditions with the intended Contractor.

Regarding Insurance, we would like to make the following changes:

· Contractor has the right to self-insure in whole or part.

The State accepts this proposed modification.

· In second sentence delete "All policies must be endorsed to" and replace with "Contractor shall endeavor" and delete the remaining sentence after "to provide the same"

The State accepts this proposed modification on the condition “Contractor shall endeavor” is changed to “Contractor shall” and the remainder of sentence includes “… a minimum 10 days’ notice is required”. The State will not delete the sentence after “to provide same.” Also, the State requires the removal of the sentence beginning with “If contractor’s insurer cannot…” The amended sentence shall be “Contractor shall provide a minimum 10 days’ written notice of cancellation or material change to the State of New Jersey at the address shown below.”

· Section A - Change to $2mm per occurrence, strike the word "name" and replace with "include"

The State accepts this proposed modification.

· Section B - Strike the word "name" and replace with "include"

The State accepts this proposed modification.

· Section C - Delete last sentence beginning with "This $1,000,000 amount may....."

The State accepts this proposed modification.

· Section D - After the $5,000,000 delete "per each occurrence and in such policy forms as be approved by the State".

The State accepts this proposed modification.

Please see Section 4.2 of the Revised Attachment 1 - Terms and Conditions.

Not applicable to an installment payment agreement such as is contemplated by the RFP.

The State does not accept the request to delete this section.

Except for an event of non-appropriation, any termination of the contract by the State shall require prepayment of all outstanding Schedules or else those Schedules shall continue according to their terms and conditions. Is this acceptable?

Upon termination of the Contract, the State’s right to continue to draw on the Master Lease facility would be terminated but individual lease schedules for Equipment Groups would remain outstanding according to their terms and conditions until they are prepaid or their term ends.

T3030 Appendix 1 – Master Equipment Lease Purchase Agreement 1.29.26– Section 11.1 Assignment by Lessor

Some services under the Master Lease may be fulfilled by affiliates (other wholly owned subsidiaries the potential Bidder) of Lessor. Is this acceptable?

This is acceptable if the assignment to any affiliates is in compliance with Section 5.10 of the Revised Attachment 1 - Terms and Conditions, as well as Revised Appendix 1 - Master Equipment Lease Purchase Agreement, Section 11.1 Assignment by Lessor.

This is non-applicable.

The State does not agree with the proposed deletion.

Please note that Termination, for any reason other than an event of non-appropriations, will not apply to existing Schedules which have been funded by Contractor. Is this acceptable?

Upon termination of the Contract, the State’s right to continue to draw on the Master Lease facility would be terminated but individual lease schedules for Equipment Groups would remain outstanding according to their terms and conditions until they are prepaid or their term ends.

– “For the avoidance of doubt, nothing herein prohibits any individual from communicating or disclosing information regarding suspected violations of laws, rules, or regulations to a governmental, regulatory, or self-regulatory authority without any notification to any person.”

The State does not accept the proposed language but is willing to negotiate the confidentiality provision with the intended Contractor.

This is not applicable to an installment payment agreement such as is contemplated by the RFP.

Neither the Division of Purchase and Property nor the Office of Public Finance has any authority to edit or modify a requirement put in place by the New Jersey Legislature. Accordingly, the language will remain as part of the agreement.

This is non-applicable.

The State cannot agree to modify or delete this Section. The language is required by 2 CFR 200.317 and applies to all contracts funded, in whole or in part, by Federal funds.

Equipment Master Lease – Section 7.3 Procurement of Recovered Materials

Not applicable to an installment payment agreement such as is contemplated by the RFP.

The State cannot agree to modify or delete this Section. The language is required by 2 CFR 200.317 and applies to all contracts funded, in whole or in part, by Federal funds.

Equipment Master Lease – Section 7.4 Equal Employment Opportunity

N/A, not a federally assisted construction contract.

The State cannot agree to modify or delete this Section. The language is required by 2 CFR 200.317 and applies to all contracts funded, in whole or in part, by Federal funds.

Equipment Master Lease – Section 7.5 Davis-Bacon Act, 40 U.S.C. 3141-3148, As Amended

N/A not a construction contract

The State cannot agree to modify or delete this Section. The language is required by 2 CFR 200.317 and applies to all contracts funded, in whole or in part, by Federal funds.

Equipment Master Lease – Section 7.6 Copeland Anti-Kick Back Act

N/A not a public building or public works project

The State cannot agree to modify or delete this Section. The language is required by 2 CFR 200.317 and applies to all contracts funded, in whole or in part, by Federal funds.

N/A mechanics and laborers are not involved in this contract.

The State cannot agree to modify or delete this Section. The language is required by 2 CFR 200.317 and applies to all contracts funded, in whole or in part, by Federal funds.

Not applicable to an installment payment agreement such as is contemplated by the RFP.

The State cannot agree to modify or delete this Section. The language is required by 2 CFR 200.317 and applies to all contracts funded, in whole or in part, by Federal funds.

We would like to caveat with - To the best of my knowledge, [Bidder] is not presently debarred, suspended, proposed for debarment or declared ineligible for the award of contracts by any State or Federal agency.

Please note that [Bidder], which is a large and diversified, publicly-traded institution. Bidder and its subsidiaries including Bidder, had approximately 213,000 full-time equivalent employees as of December 31, 2025, and is a global franchise, serving customers and clients around the world with operations in all 50 U.S. states, the District of Columbia, and more than 40 foreign countries.

With the foregoing understanding, and in consideration of the confidential nature of our relationships with our many hundreds of thousands of clients, employees and shareholders, it is not reasonably feasible to perform such definitive due diligence spanning the full panoply of all of Bidder and its related entities departments, employees, and principals regarding this issue.

Based on my actual knowledge without independent inquiry, Bidder and its affiliates and subsidiaries are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal debarment or agency.

There is no question posed which requires a response from the State.

Not applicable to an installment payment agreement such as is contemplated by the RFP.

The State cannot agree to modify or delete this Section. The language is required by 2 CFR 200.317 and applies to all contracts funded, in whole or in part, by Federal funds.

MANDATORY EQUAL EMPLOYMENT OPPORTUNITY LANGUAGE

N.J.S.A. 10:5-31 et seq. (P.L. 1975, c. 127) N.J.A.C. 17:27 et seq.

We cannot agree to all of these terms, please provide the attached EEO Policy Narrative which addresses the concern in the first paragraph.

The language of Exhibit A is mandated by N.J.A.C. 17:27-3.5, neither the Division of Purchase and Property nor the Office of Public Finance has any authority to edit or not require compliance with the exhibit. Please see the referenced statute and regulations regarding the language of the exhibit and the requirement for equal opportunity employment.

While the State requires compliance with the Section, the State is willing to negotiate clarifying language with the intended Contractor.

New Jersey Is an Equal Opportunity Employer • Printed on Recycled and Recyclable Paper image1.png