BOND COUNSEL FOR THE NEW JERSEY INFRASTRUCTURE BANK – TRANSPORTATION FINANCING PROGRAM

QUALIFICATIONS FOR BOND COUNSEL FOR THE NEW JERSEY INFRASTRUCTURE BANK – TRANSPORTATION FINANCING PROGRAM TO SERVE FOR A THREE-YEAR PERIOD (FY 2019, FY 2020 AND FY 2021) Date Issued: May 17, 2018 Question & Answer Cut-off Date: May 31, 2018 Proposals Due: June 11, 2018 GURBIR S. GREWAL ATTORNEY GENERAL OF NEW JERSEY MICHELLE L. MILLER DIRECTOR, DIVISION OF LAW STATE OF NEW JERSEY, DEPARTMENT OF LAW AND PUBLIC SAFETY, DIVISION OF LAW Richard J. Hughes Justice Complex, 25 Market Street, P.O. Box 112 Trenton, N.J. 08625-0112 2 REQUEST FOR QUALIFICATIONS (“RFQ”) FOR BOND COUNSEL FOR THE NEW JERSEY INFRASTRUCTURE BANK –TRANSPORTATION FINANCING PROGRAM APPOINTMENT AS BOND COUNSEL FOR A THREE-YEAR PERIOD FY 2019, FY 2020 AND FY 2021 1.0 PURPOSE AND INTENT The Attorney General of New Jersey, through the Department of Law and Public Safety, Division of Law (the “Attorney General”) serves as the legal representative and counsel for the departments, boards, offices, commissions and other

instrumentalities of State government, its officers and employees, and represents the New Jersey Infrastructure Trust (the “NJIB”). Proposals are being sought by the Attorney General on behalf of the NJIB for bond counsel services in connection with the Transportation Financing Program (the “Transportation Financing Program”) for State Fiscal Year (“SFY”) 2019, SFY 2020 and the SFY 2021. You are invited to submit a proposal for appointment as Bond Counsel to provide legal advice and representation to the NJIB and the New Jersey Department of Transportation (“DOT”) in connection with the Transportation Financing Program for SFY 2019, SFY 2020 and SFY 2021 as described herein. 1.2 The Attorney General will designate one or more attorneys from the Division of Law in the Department of Law and Public Safety who will be the sole point(s) of contact for all matters pertaining to this engagement and who will oversee and coordinate the activities of Bond Counsel. 1.3 The firm selected to serve as Bond Counsel must comply with all local, State and federal laws, rules and regulations applicable to the engagement and to the services to be performed thereunder. 1.4 Compensation for the firm selected as Bond Counsel for this engagement shall be negotiated based upon the provisions set forth in Sections 4.0 and 5.0 below. 1.5 While the Attorney General and the NJIB are seeking Bond Counsel to serve for a three- year period, the Attorney General and the NJIB reserve the right to terminate the engagement of Bond Counsel at any time. 2.0 MINIMUM QUALIFICATIONS AT A MINIMUM, RESPONDING FIRMS MUST HAVE THE FOLLOWING QUALIFICATIONS: (1) Experience as bond counsel for complex pooled financings. (2) Expertise in Federal Tax Law Matters as applicable to the types of obligations described herein. 3 (3) Expertise in Federal Securities Law applicable to the types of obligations described herein. Failure by a firm to meet these minimum requirements will result in the proposal’s immediate rejection. 3.0 DETAILS OF PROPOSED TRANSACTIONS 3.1 General Description The purpose of the NJIB’s Transportation Financing Program is to provide financial assistance to New Jersey local government units or consortia authorized to construct, operate and maintain transportation projects. One way the NJIB fulfills its purpose is by participating with the DOT in the Transportation Financing Program. The NJIB intends to make loans to finance all or a portion of the costs of transportation projects that local government units or consortia in New Jersey are authorized to undertake and which they may lawfully finance through borrowings. The DOT may make grants to local government units from its various Local Aid grant programs for these same projects. The Transportation Financing Program is in the beginning phase of being established. The intent is to develop the Transportation Financing Program with several components: a highly complex and sophisticated pooled program with multiple issues based on the types of borrowers to be financed in any given year, a direct loan program for the small unsophisticated borrowers, and a short-term loan program (any loans entered into by the NJIB pursuant to N.J.S.A. 58:11B-9 et seq.). A short-term loan is entered into upon a borrower’s receipt of approval of a project component (such as an engineering contract or project construction contract) and matures upon completion of construction. The source of funds for short-term loans will be from the State Transportation Infrastructure Bank Fund established in the NJIB or a short-term private line of credit (e.g., a bank line of credit), a commercial paper program or other similar short-term borrowing program (the “CP Program”) supported by collateral that may include a liquidity facility or such other alternative funding vehicle to be established by the NJIB. At maturity, the short-term loan is will be refinanced through a long-term loan direct loan or bond proceeds loan, funded cash on hand or NJIB bond proceeds, respectively. In the event of excess proceeds or a desire by borrowers to prepay their loans, existing long-term loans may need to be defeased upon request of the borrower and approval of the NJIB Board. When advisable, outstanding bond issues may be refunded through the issuance of refunding bonds. At times, bond issues may be necessary for large complex projects and separate from the annual pooled program. The Transportation Financing Program’s success is dependent upon the efforts and cooperation of many parties, their counsel and their financial advisors. The NJIB expects its Bond Counsel to have a key role in coordinating the efforts of all parties and to assume full responsibility for managing the bond transaction, together with drafting form loan agreements and managing all short and long-term loan closings to a successful 4 conclusion. Bond Counsel will be expected to work on an on-going basis with the NJIB’s staff, the NJIB’s financial advisor and the Attorney General’s Office. To obtain more information concerning the NJIB Transportation Financing Program, the following documents are available upon request to aid in the preparation of your firm’s proposal from the person listed in Section 3.5 below: • The NJIB Act, N.J.S.A. 58:11B-1 et seq. • Appropriation bills for the NJIB • NJIB’s FY2019 Transportation Financing Program Financial Plan (May Report) SFY2019 will be the inaugural year for the Transportation Financing Program. The Initial Project List of prospective borrowers who may participate in the SFY 2019 Transportation Financing Program will be developed in the Spring of 2018. It is anticipated that the Transportation Financing Program will be modeled on the NJIB’s longstanding successful Environmental Financing Program. To provide your firm with some insight into the structure of some of the forms to be developed for the Transportation Financing Program, the documents from the Environmental Financing Program listed below are available upon request. . • NJIB’s FY2018 Environmental Financing Program Financial Plan (May Report) • Appropriation bills for the NJIB • Financial addendum forms • Examples of two (2) escrow agreements • Examples of loan agreements • Example of short-term program loan resolution • The Series 2017A Official Statement • Sample bond resolution For information on how to make an appointment to review sample transcripts, please see Section 3.5. 3.2 Method of Sale and Type of Obligations Borrower Loans - Pursuant to N.J.S.A. 58:11B-9a.(4), all Borrowers in the Transportation Financing Program are required to pledge either a note, a bond or other obligation to each the NJIB to secure that Borrower’s short-term and long-term loan payment obligations, respectively, to the NJIB. NJIB Bonds - It is anticipated that each issue of the NJIB’s bonds will consist of fixed- rate term bonds. Each issue of NJIB bonds is required to be sold by public competitive sale. The NJIB has the authority to enter into a CP Program via negotiated sale. 5 3.3 Participation of Other Entities The Initial Project Lists contains lists of the prospective borrowers who may be participating in the SFY 2019 Transportation Financing Program and may be used for purposes of your conflict check. It should be noted that these lists do not include all the possible borrowers for the SFY 2019 Transportation Financing Program. Public Financial Management, Inc., Philadelphia, PA currently acts as financial advisor to the NJIB. 3.4 Applicable Laws and Regulations Bond Counsel must be familiar with and perform its duties in accordance with the NJIB Act, N.J.S.A. 58:11B-1 et seq. and applicable regulations as they pertain to the issuance of bonds and the Transportation Financing Program. 3.5 Transcripts of Prior Proceedings Copies of the entire transcript of the record of proceedings with respect to the NJIB’s prior bond issues are available for inspection at the offices of the NJIB. For an appointment to review sample transcripts please contact: David Zimmer, Executive Director New Jersey Infrastructure Bank 3131 Princeton Pike Building Four, Suite 216 Lawrenceville, N.J. 08648 (609) 219-8600 4.0 SELECTION OF BOND COUNSEL 4.1 Bond Counsel will be selected by the Attorney General, after consultation with the NJIB, in accordance with Executive Order No. 26 (Whitman 1994) and the Attorney General’s Guidelines for the Selection of Bond Counsel and as further described in Section 8.0 herein. 4.2 If a firm is selected to serve as Bond Counsel for a transaction and such transaction does not close, the firm will not be permitted to submit a bill for the work