Request for Proposals

Transcription

1 Request for Proposals for Liquidity Solution Services January 6, 2014 ANDREW M. CUOMO GOVERNOR DARRYL C. TOWNS CEO/PRESIDENT Due Date: January 29, 3:00 PM EST State of New York Mortgage Agency 641 Lexington Avenue New York, NY F:\Legal8-Contract\Solicitation Processes\2014\Liquidity - SONYMA\RFP\RFP Liquidity 2014_Jan a_FINAL.docx 1

2 I. INTRODUCTION. The State of New York Mortgage Agency (the Agency or SONYMA ) is evaluating various options relating to several series of outstanding variable rate bonds (the Bonds ) with a total outstanding par amount of $460,000,000 (see Exhibit 1 for a summary of the Bonds). The Bonds are currently in variable rate modes and liquidity is provided through Standby Bond Purchase Agreements ( SBPAs ). The variable rate exposure associated with $360,000,000 of these Bonds has been converted to a synthetic fixed rate through fixed payer interest rate swaps where the Agency pays a fixed rate of interest and receives 63% of onemonth LIBOR plus 0.25% (see Exhibit 2 for a summary of the terms of these arrangements). The Agency is seeking proposals, from providers rated minimally P-1 by Moody s, for the renewal of the existing SPBAs, negotiation of new replacement SBPAs, put bonds, or a direct purchase loan. The P-1 rating is not a requirement for providers seeking to convert the VRDNs to an alternative variable rate mode (i.e., a publicly offered floating rate note or similar structures). The current modes authorized under the Series Certificates executed by the Agency upon issuance of the Bonds are set forth in Exhibit 3. This information is provided solely for informational purposes, and is not intended to limit any proposed alternatives. In reviewing the proposals, the Agency will be looking at the all-in cost and associated risks of proposals received (including legal costs and administrative burden) and will be particularly interested in proposals setting forth innovative strategies for managing the Agency s variable rate debt portfolio. A. Financial Data Relating to the Agency: Financial data for the Agency is available on our website: B. The Bonds and the Associated Interest Rate Swaps: The swap confirmations for the associated interest rate swaps are included in Exhibit 2. Please note that the swaps are non-amortizing, with the exception of the swaps related to Series 129 and Series 132. F:\Legal8-Contract\Solicitation Processes\2014\Liquidity - SONYMA\RFP\RFP Liquidity 2014_Jan a_FINAL.docx 2

3 II. KEY EVENTS/DATES (Eastern Standard Time): Issuance of RFP: January 6, 2014, Deadline for RFP Questions: January 17, 2014, 12:00pm Deadline for Responses to RFP Questions: January 21, 2014, 5:00pm Proposal Due Date: January 29, 2014, 3:00pm Anticipated Selection: February 7, 2014, The Agency reserves the right to modify this schedule at its discretion. Notification of changes in connection with this RFP will be made available to all interested parties via the Agency s web pages: III. CONTENTS OF PROPOSAL. Below is a listing of required information and documentation to be provided by each Proposer to the Agency. A proposal that does not include all required information and completed forms may be subject to rejection. The information must be provided in the same order in which it is requested. A. Cover Letter Your cover letter should include: 1. The Firm s name, address, telephone number, fax number, address and web site address, if applicable; 2. The name, title, telephone number, fax number and address of the individual within the Firm who will be the Agency s primary contact concerning the proposal; and 3. The names of the primary staff personnel who will provide services to the Agency. B. Tab 1: Proposal Responses to the items below are to be limited to ten (10) pages, excluding appendices, printed on one-sided 8-1/2 X 11 inch paper using at least 10- point type with standard margins. 1.1 For each product proposed, include a Term Sheet summarizing the key terms associated with the SBPA or the Bonds. F:\Legal8-Contract\Solicitation Processes\2014\Liquidity - SONYMA\RFP\RFP Liquidity 2014_Jan a_FINAL.docx 3

4 1.2 Provide a summary of the key documents associated with each product. Include a description of each document required to be executed in connection with your proposals, as well as any ongoing documentation requirements of the Agency. Since the Agency is looking for alternatives to its currently existing variable rate bond structures, please specify any disclosure requirements, legal requirements, including tax law requirements, additional approvals needed, if any, and any other additional documentary, legal or financial requirements or steps that need to be taken in order to implement your proposal. To the extent you require external counsel to prepare and/or negotiate any documents, identify both the firm and the individual(s) that would be assigned to the transaction. 1.3 For proposals involving new SBPAs or amendments to our existing SBPAs, provide a fee schedule based upon the term of the agreement. For any alternative products, identify your ability to price the variable rate bonds using either SIFMA or 63% of one-month LIBOR as a base index. Provide spreads to these indices for terms ranging from one year to the maximum term that you would be willing to offer. In addition to any pricing summaries which you are providing, please complete the summary table included in Appendix A and indicate whether your proposal is a firm offer. To the extent you are providing pricing on both a SIFMA and LIBOR basis, please complete separate tables. 1.4 Discuss rollover alternatives at the end of the negotiated term and possible extension alternatives, if any, prior to the end of the negotiated term. 1.5 For any alternative product, discuss how the structure will be implemented (i.e., through a public offering, a TOB structure where floating rate bonds will be sold in the public market supported by the Agency s underlying bonds, financed and held internally by your firm, etc.). For direct purchase alternatives, would your firm have the capacity to purchase the entire proposed transaction, and if not, what would your limit be? 1.6 For any alternative product, discuss the structure of the proposed structure. Will the transaction be structured as a security with a CUSIP or as a loan? Will the transaction result in a refunding of the existing series or simply a mode conversion? Please note the existing F:\Legal8-Contract\Solicitation Processes\2014\Liquidity - SONYMA\RFP\RFP Liquidity 2014_Jan a_FINAL.docx 4

5 mode conversions permitted under the current Series Certificates. If a refunding is required, show all economics inclusive of refundingrelated costs. 1.7 Discuss any covenants which will be required to the extent the Agency decides to complete the financing through an alternative product. Compare and contrast these covenants to those that may be required if the Agency decides to remain in VRDN mode and renew/obtain an SBPA. 1.8 Please lay out the positives and negatives associated with any proposed alternative product, and compare them to the existing VRDN modes. 1.9 Discuss any rating agency ramifications We would like this liquidity renewal/replacement completed by April 15, Please provide a calendar/timeline with the required steps to ensure completion of the assignment by that date, assuming the award is made by February 7, Indicate by when you would expect to be able to receive final credit approval. A form of the relevant legal documents to be entered into by the Agency must be made available promptly upon notice to the respondent that it has been selected. C. Tab 2: Background Information. 1. Experience. a. Identify the personnel that will be assigned to the assignment and provide a brief description of their roles and responsibilities. b. If your firm is proposing an alternative product (i.e., a direct purchase loan, a publicly offered floating rate note, put bonds, etc.), provide specific experience that your firm has had with each alternative product proposed, including experience with issuers similar to the Agency. Use Appendix B 2. Other Information. Discuss any other information which you believe is relevant to the Agency regarding the conversion of the Agency s variable rate bond exposure, including whether your firm is of the view that other alternative forms of variable rate F:\Legal8-Contract\Solicitation Processes\2014\Liquidity - SONYMA\RFP\RFP Liquidity 2014_Jan a_FINAL.docx 5

6 D. Tab 3: Fees and Costs. debt may provide superior risk-adjusted pricing and/or structural benefits to the Agency. Provide pricing comparisons versus VRDNs and also highlight any differences with respect to risks, documentation requirements, costs, and covenants. Based on your experience, please estimate the expenses which the Agency should expect to incur with respect to each mode you are proposing. Detail and provide a not-to-exceed amount where applicable. (Please note that this fee should be all inclusive; no additional charges such as out-of-pocket expenses, traveling, faxing, telephone conference calls, etc. will be allowed.) E. Tab 4: Required Forms and Information. In a separate Tab 4, the following forms should be fully completed and included in the submission in the same order as outlined below. Firms responding to this RFP must submit the documentation described in the Agency s Standard Requirements and Clauses for Solicitations and the Agency s Contractor Solicitation Requirements and Procedures for Business Participation Opportunities for NYS Certified MWBEs and Equal Employment Opportunities for Minority Group Members and Women, both documents hyperlinked as Exhibits A and B, respectively. Such requirements include, but are not limited to, submission of the following information and forms of the Agency: (a) Lobbying Procurement Law FORM 1 and Lobbying Procurement Law FORM 2; (b) Non-Collusive Bidding Certification FORM ; and (c) statements relating to conflict of interest and disciplinary actions as more fully described in Section 1.4 of Exhibit A. In addition, all Proposers must submit a completed Contractor and Vendor Information FORM, hyperlinked herein and a MWBE/EEO Policy Statement, attached hereto as Exhibit C. IV. EVALUATION OF PROPOSALS. Evaluation and Criteria for Selection Proposals will undergo an evaluation process conducted by an Agency committee. The committee will evaluate the proposals based upon the following criteria, not necessarily listed in the order of importance: F:\Legal8-Contract\Solicitation Processes\2014\Liquidity - SONYMA\RFP\RFP Liquidity 2014_Jan a_FINAL.docx 6

7 all information submitted in response to this RFP, including: ratings; relevant experience; innovative ideas provided in Tab 1 of Section III.B. of this RFP; risks associated with the proposed products; demonstrated commitment of time, resources and ideas to the Agency; past performance; general qualifications and experience of the staff proposed to be assigned to the Agency s engagement; anticipated cost of services and willingness to work with the Agency to minimize costs; and overall organization, completeness, and quality of proposal, including cohesiveness and clarity of response. diversity and commitment to equal opportunity; V. TERM OF ENGAGEMENT This term of this engagement will be determined based on responses received. Any Firm awarded a contract will be required to execute an agreement with the Agency that incorporates the Agency s Standard Clauses for Contracts and includes clauses relating to equal employment opportunities referenced in Participation by Minority Group Members and Women Requirements and Procedures for Contracts. VI. SUBMISSION OF PROPOSAL Responses from firms must be submitted in PDF file format to the Agency by e- mail to Proposal@nyshcr.org and to the following individuals: Peter Shapiro Swap Financial Group psharpiro@swapfinancial.com Lillian Chern Swap Financial Group lchern@swapfinancial.com The Subject line of the should state, 2014 SONYMA Liquidity RFP and name of your Firm. Responses to this request for proposals ( RFP ) must be received by the Agency no later than 3:00p.m., EST January 29, Firms are responsible for ensuring actual receipt of the response by the Agency by the time designated above. F:\Legal8-Contract\Solicitation Processes\2014\Liquidity - SONYMA\RFP\RFP Liquidity 2014_Jan a_FINAL.docx 7

8 VII. PERMISSIBLE CONTACTS Pursuant to State Finance Law ( SFL ) 139-j and 139-k, this solicitation imposes certain restrictions on communications between the Agency and a potential respondent during the procurement process. A respondent is restricted from making contacts that a reasonable person may infer were intended to influence the selection of a firm to perform liquidity solution services, from the date of issuance of this RFP until the contract award by the Agency (the Restricted Period ), with anyone other than the designated staff member named below, unless it is a contact that is included among certain statutory exceptions set forth in SFL 139-j(3)(a). Employees of the Agency (including their Affiliates, the New York State Housing Finance Agency, New York State Affordable Housing Corporation, State of New York Municipal Bond Bank Agency and Tobacco Settlement Financing Corporation) are also required to obtain certain information when contacted during the Restricted Period and make a determination of responsibility of the respondent under the SFL. Findings of non-responsibility can result in rejection for contract award and in the event of two (2) findings within a four (4) year period, the respondent is debarred from obtaining governmental contracts. This RFP requires all firms to complete and return with their response Lobbying Procurement Law Form 1 and Lobbying Procurement Law Form 2, both forms hyperlinked herein. For more information, see The designated contact person for this RFP at the Agency is Alejandro J. Valella, Vice President and Deputy Counsel, 641 Lexington Avenue, New York, New York Mr. Valella can be reached by at: AValella@nyshcr.org. VIII. BUSINESS PARTICIPATION OPPORTUNITIES FOR MWBE The Agency is committed to achieving significant MWBE participation in its contracts and will use good faith efforts to ensure that qualified MWBE firms are included in its solicitations. For purposes of this RFP, the Agency has established zero MWBE participation goals since there are no MWBE opportunities available for the procurement for liquidity solution services. F:\Legal8-Contract\Solicitation Processes\2014\Liquidity - SONYMA\RFP\RFP Liquidity 2014_Jan a_FINAL.docx 8

9 IX. ENCOURAGING USE OF NEW YORK STATE BUSINESSES IN CONTRACT PERFORMANCE New York State businesses have a substantial presence in Agency contracts and strongly contribute to the economics of the State and the nation. In recognition of their economic activity and leadership in doing business in New York State, it is the goal of the Agency to promote the participation of New York State Business Enterprises. A New York State business is defined as a business enterprise, including a sole proprietorship, partnership, or corporation, which offers for sale or lease or other form of exchange, goods which are sought by the Agency and which are substantially manufactured, produced or assembled in the State, or services which are sought by the Agency and which are substantially performed within the State. Proposers need to be aware that all authorized users of this contact award will be strongly encouraged, to the maximum extent practical and consistent with legal requirements, to use responsible and responsive New York State businesses in purchasing commodities that are of equal quality and functionality and in utilizing services and technology. Furthermore, proposers are reminded that they must continue to utilize small, minority and women-owned businesses, consistent with current State law. Utilizing New York State businesses in Agency contracts will help create more private section jobs, rebuild New York s infrastructure, and maximize economic activity to the mutual benefit of the contractor and its New York State business partners. New York State businesses will promote the contractor s optimal performance under the contract award, thereby benefiting the public sector programs that are supported by associated procurements. Public procurements can drive and improve the State s economic engine through promotion of the use of New York businesses by its contractors. The Agency therefore expects proposers to provide maximum assistance to New York businesses in their use of the awarded contract. The potential participation of all kinds of New York businesses will deliver great value to the State and its taxpayers. X. ADDITIONAL INFORMATION: The Agency reserves the right to: - not undertake the conversion of the existing VRDNs, - reject any or all proposals received in response to this Request for Proposals, - accept a proposal from a firm which may not have provided the apparent lowest cost, F:\Legal8-Contract\Solicitation Processes\2014\Liquidity - SONYMA\RFP\RFP Liquidity 2014_Jan a_FINAL.docx 9

10 - waive or modify any irregularities in the proposals received, - consider proposals or modifications to any of these proposals received before an award is made, - negotiate with one or more firms, - negotiate separately with any other firm that may not have responded to this proposal if the Agency, in its sole discretion, determines that doing so would serve in its best interests. XI. QUESTIONS ABOUT THIS RFP: The Agency will provide responses to questions submitted by Firms to the Agency s Treasurer, Mr. Desmond Gooding and Contract Officer, Ms. Lisa G. Pagnozzi. All questions must be submitted in writing via to Mr. Gooding and Ms. Pagnozzi at DGooding@nyshcr.org and LPagnozzi@nyshcr.org by 12pm, January 17, The Subject line of the should say, 2014 SONYMA Liquidity RFP Questions. Questions submitted after the deadline will not receive a response. Responses will be posted on the Agency s webpage by January 21, Proposers should note that all clarifications and exceptions are to be resolved prior to submission of the proposal. In addition, any changes, additions or deletions of this RFP will also be posted on the Agency s website, along with the electronic version of this RFP. Firms should note that any necessary clarifications must be sought by the deadlines for questions set for the in the KEY EVENTS/DATES section of this RFP. Firms are urged to check the Agency s website frequently for notices of any clarification or of changes, additions or deletions to the RFP. A. For all Lobbying Contacts (as described in Section VII herein), please contact: Alejandro J. Valella, Vice President and Deputy Counsel 641 Lexington Avenue, New York, New York (212) AValella@nyshcr.org F:\Legal8-Contract\Solicitation Processes\2014\Liquidity - SONYMA\RFP\RFP Liquidity 2014_Jan a_FINAL.docx 10

11 B. If you have inquiries regarding this RFP or would like to contact the Agency regarding issues not relating to Lobbying Law Contacts, please contact: Mr. Desmond Gooding, Treasurer at the Agency 641 Lexington Avenue, New York, New York F:\Legal8-Contract\Solicitation Processes\2014\Liquidity - SONYMA\RFP\RFP Liquidity 2014_Jan a_FINAL.docx 11

12 Appendix A - Pricing Summary Matrix Term Product A Product B Product C Product X 1 Year 2 Years 3 Years 4 Years 5 Years X Years *All values should represents the basis point spread to either SIFMA or LIBOR (or a % of LIBOR). Please provide a separate matrix for SIFMA and LIBOR, if you are proposing on both indexes.. F:\Legal8-Contract\Solicitation Processes\2014\Liquidity - SONYMA\RFP\RFP Liquidity 2014_Jan _FINAL.docx 12

13 Appendix B-Liquidity Replacement Experience- Last 3 years Date Issuer Par Amount Product Used Term Ratings Achieved Mode References F:\Legal8-Contract\Solicitation Processes\2014\Liquidity - SONYMA\RFP\RFP Liquidity 2014_Jan _FINAL.docx 13

14 EXHIBIT 1 - SONYMA VARIABLE RATE BOND SUMMARY Bond Series Tax Status Par Outstanding Liquidity Provider Current Mode Liquidity Expiration Hedging Status Notional Amount Counterparty SERIES 115 AMT 35,000,000 BofA Weekly 5/19/11-5/19/14 unhedged NA NA NA Swap Termination SERIES 122 AMT 40,000,000 BofA Weekly 9/15/11-9/15/14 hedged 20,000,000 RBC 10/1/16 20,000,000 RBC 10/1/18 SERIES 125 AMT 15,000,000 Barclays Weekly 12/5/11-12/5/14 unhedged NA NA NA SERIES 125 AMT 20,000,000 hedged 10,000,000 RBC 10/1/16 hedged 10,000,000 RBC 10/1/18 SERIES 129 AMT 34,000,000 Barclays Weekly 12/5/11-12/5/14 hedged 34,000,000 Wells Fargo 10/1/35 SERIES 132 AMT 34,000,000 JPM daily 12/1/11-11/28/14 hedged 34,000,000 JPM 4/1/37 SERIES 135 AMT 34,000,000 Barclays daily 12/5/11-12/5/14 hedged 34,000,000 BNY Mellon 4/1/16 SERIES 139 AMT 34,000,000 JPM daily 12/1/11-11/28/14 hedged 34,000,000 Goldman 10/1/16 SERIES 142 AMT 34,000,000 Barclays daily 12/5/11-12/5/14 hedged 34,000,000 Wells Fargo 4/1/17 SERIES 144 AMT 30,000,000 JPM daily 12/1/11-11/28/14 hedged 30,000,000 BNY Mellon 4/1/17 SERIES 147 AMT 30,000,000 JPM Weekly 12/1/11-11/28/14 hedged 30,000,000 JPM 10/1/17 SERIES 147 AMT 20,000,000 Weekly unhedged NA NA NA SERIES 150 AMT 40,000,000 JPM daily 12/1/11-11/28/14 hedged 40,000,000 Goldman 4/1/18 SERIES 150 AMT 10,000,000 daily unhedged SERIES 153 AMT 30,000,000 Barclays Weekly 12/9/11-12/5/14 hedged 30,000,000 Merrill 4/1/18 SERIES 153 AMT 20,000,000 Weekly unhedged NA NA NA 460,000, ,000,000

15 EXHIBIT B SONYMA SWAP SUMMARY Current Effective Termination Bond Series Counterparty Notional Date Date Pay Receive Series 129 * Wells Fargo $34,000,000 11/17/ /1/ % 63% 1moLIBOR % Series 132 JPM $34,000,000 3/9/2006 4/1/ % 63% 1moLIBOR % Series 135 * BONY $34,000,000 7/13/2006 4/1/ % 63% 1moLIBOR % Series 139 GS Bank $34,000,000 9/23/ /1/ % 63% 1moLIBOR % Series 142 * Wells Fargo $34,000,000 2/1/2007 4/1/ % 63% 1moLIBOR % Series 144 * BONY $30,000,000 6/7/2007 4/1/ % 63% 1moLIBOR % Series 147 JPM $30,000,000 9/20/ /1/ % 63% 1moLIBOR % Series 150 GS Bank $40,000,000 12/14/2007 4/1/ % 63% 1moLIBOR % Series 153 MLDP $30,000,000 3/27/2008 4/1/ % 63% 1moLIBOR % Series 122/125 ** RBC $30,000,000 8/14/ /1/ % 63% 1moLIBOR % Series 122/125 ** RBC $30,000,000 8/14/ /1/ % 63% 1moLIBOR % $360,000,000 * The swap was novated from the original counterparty. ** $20,000,000 of notional is allocated to Series 122 and $10,000,000 to Series 125.

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60 Goldman Sachs Capital Markets, L.P. 85 Broad Street New York, New York Tel: PATPAT TAPTAP DATE: September 23, 2008 CONFIRMATION TO: STATE OF NEW YORK MORTGAGE AGENCY Facsimile No.: Attention: Mr. Charles Rosenwald, Senior VP/CFO and COO CC: FROM: SUBJECT: Goldman Sachs Capital Markets, L.P. Swap Transaction OUR REF NO: LTAA / The purpose of this communication is to set forth the terms and conditions of the above referenced transaction entered into on the Trade Date specified below (the "Transaction") between Goldman Sachs Capital Markets, L.P. ("GSCM"), guaranteed by The Goldman Sachs Group, Inc. ("Goldman Group"), and STATE OF NEW YORK MORTGAGE AGENCY ("Counterparty"). This communication constitutes a "Confirmation" as referred to in the Swap Agreement specified below. 1. This Confirmation is subject to, and incorporates, the 2006 ISDA Definitions (the "Definitions"), published by the International Swaps and Derivatives Association, Inc. This Confirmation supplements, forms a part of and is subject to the ISDA Master Agreement dated as of November 28, 2007 as amended and supplemented from time to time (the "Swap Agreement") between GSCM and Counterparty. All provisions contained in, or incorporated by reference to, the Swap Agreement shall govern this Confirmation except as expressly modified below. In the event of any inconsistency between this Confirmation, the Definitions, or the Swap Agreement, as the case may be, this Confirmation will control for purposes of the Transaction to which this Confirmation relates. 2. The terms of the Transaction to which this Confirmation relates are as follows: Notional Amount: USD 34,000, Trade Date: September 23, 2008 Effective Date: September 23, 2008 Termination Date: October 1, 2016 Floating Amounts : 1 of 5

61 Floating Rate Payer: GSCM Floating Rate Payer Payment Dates: Semiannually, on each April 1 and October 1, commencing on April 1, 2009 and ending on the Termination Date, subject to adjustment in accordance with the Following Business Day Convention Floating Rate: 1 month USD-LIBOR x 63% Where: Floating Rate Spread: Plus 0.25% 1 month USD-LIBOR = USD-LIBOR-BBA with a Designated Maturity of 1 Month; provided, however, that the definition of USD-LIBOR-BBA in the Definitions is hereby amended such that the phrase on the day that is two London Banking Days preceding that Reset Date on the 3 rd and 4 th lines of Section 7.1(ab)(xxii) and 7.1(ab)(xxv) of the Definitions shall be replaced with the phrase on the day that is one London Banking Day preceding that Reset Date. Floating Rate Reset Dates: Floating Rate Day Count Fraction: Floating Rate Period End Dates: Floating Rate Averaging: Floating Rate Method of Averaging: The Effective Date and weekly thereafter, on every Wednesday, commencing on September 24, 2008, or if any Wednesday is not a Business Day, the next succeeding Business Day. Actual/Actual No Adjustment Applicable Weighted Average Fixed Amounts: Fixed Rate Payer: Counterparty Fixed Rate Payer Payment Dates: Semiannually, on each April 1 and October 1, commencing on April 1, 2009 and ending on the Termination Date, subject to adjustment in accordance with the Following Business Day Convention Fixed Rate: 2.972% Fixed Rate Day Count Fraction: 30/360 Fixed Rate Period End Dates: No Adjustment 2 of 5

62 Business Days: Calculation Agent: New York GSCM 3. Additional Provisions: Option to Terminate in Whole or in Part with Cash Settlement In connection with this Transaction, Counterparty shall have the right to early terminate, cancel and cash settle this Transaction, in whole or in part, effective on any Business Day after the Trade Date (the Optional Termination Date ). This right may be exercised by written, telex or facsimile notice delivered to GSCM no later than five (5) Business Days prior to the Optional Termination Date (the Notification Date ), which notice shall only be effective upon actual receipt by GSCM and shall be irrevocable. Following any such early termination and cancellation and payment of the Cash Settlement Amount (calculated as described below), the parties shall be relieved of all further payment obligations hereunder except for (i) payment of all accrued but yet unpaid amounts calculated to but excluding the Optional Termination Date (unless otherwise included in the Cash Settlement Amount as calculated below) and (ii) payment of amounts under the remaining portion of this Transaction in the case of partial cancellation. If this Transaction is cancelled in part, all payment calculations following the Optional Termination Date will be based on the remaining portion of this Transaction after giving effect to such partial cancellation, as set forth in a partial termination Confirmation to be provided by GSCM. Notwithstanding anything to the contrary contained herein, Counterparty may not exercise its right to early terminate this Transaction, if following such termination, a Cash Settlement Amount would be payable by Counterparty to GSCM unless Counterparty provides evidence reasonably satisfactory to GSCM that: (i) such Cash Settlement Amount will be made by Counterparty on or before the second Business Day immediately following the Optional Termination Date, and (ii) such Cash Settlement Amount will not cause Counterparty to be in violation of, or in default of, any material obligation under any material agreement of Counterparty. Upon the occurrence of an Optional Termination Date, GSCM will determine a U.S. Dollar value for the terminated portion of this Transaction (the Cash Settlement Amount ) in accordance with Section 6(e)(ii)(1) (Loss applies) of the Swap Agreement, where Counterparty is the sole Affected Party and this Transaction is the sole Affected Transaction. If such Cash Settlement Amount is not mutually acceptable to GSCM and Counterparty, GSCM shall determine a Cash Settlement Amount with respect to this Transaction in accordance with Section 6(e)(ii)(1) (Market Quotation applies) of the Swap Agreement, where (A) Counterparty is the sole Affected Party and this Transaction is the sole Affected Transaction, (B) the Reference Market-makers providing quotations are acceptable to both GSCM and Counterparty, and (C) each Reference Market-maker certifies in writing that such Reference Market-maker is prepared to take an assignment of this Transaction based on their quotation. 4. Offices: (a) The Office of GSCM for this Transaction is 85 Broad Street, New York, New York, (b) The Office of Counterparty for this Transaction is [Please Provide]. 3 of 5

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64 5. Counterparty hereby agrees (a) to check this Confirmation (Reference No.: LTAA ) carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between GSCM and Counterparty with respect to the particular Transaction to which this Confirmation relates, by manually signing this Confirmation and providing the other information requested herein and immediately returning an executed copy to Swap Administration, facsimile No Very truly yours, GOLDMAN SACHS CAPITAL MARKETS, L.P. By: Goldman Sachs Capital Markets, L.L.C. General Partner Agreed and Accepted By: STATE OF NEW YORK MORTGAGE AGENCY By: Name: Title: 5 of 5

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85 MODE PERIOD CHART Interest Payment Date DAILY MODE April 1 and October 1 of each year WEEKLY MODE April 1 and October 1 of each year MONTHLY MODE April 1 and October 1 of each year QUARTERLY MODE April 1 and October 1 of each year SEMIANNUAL MODE April 1 and October 1 of each year FLEXIBLE MODE (i) During a Short Flexible Mode Period, the Business Day next succeeding the last day of any Short Flexible Rate Segment and (ii) during a Long Flexible Rate Segment, April 1 and October 1 of each year, and the Business Day next succeeding the last day of any Long Flexible Mode Period Rate Determination Date Each Business Day by 10:00 a.m. New York City time. The Effective Rate Date, by 11:00 a.m., New York City time First Business Day preceding Effective Rate Date by 4:00 p.m., New York City time First Business Day preceding Effective Rate Date by 4:00 p.m., New York City time First Business Day preceding Effective Rate Date by 4:00 p.m., New York City time First Business Day preceding the first day of each Flexible Rate Segment by 4:00 p.m., New York City time Effective Rate Date Daily Wednesday of each week First day of each calendar month January 1, April 1, July 1 and October 1 of each year April 1 and October 1 of each year First Business Day of each Flexible Rate Segment Statement of Effective Rate Trustee to provide or cause to be provided to Bondowner monthly statement of Daily Effective Rates for prior month within 7 Business Days of end of each calendar month Trustee to provide or cause to be provided to Bondowner monthly statement of Weekly Effective Rates for prior month within 7 Business Days of end of each calendar month Trustee to provide or cause to be provided to Bondowner notice of Effective Rate within 7 Business Days following the respective Rate Determination Dates Trustee to provide or cause to be provided to Bondowner notice of Effective Rate within 7 Business Days following the respective Rate Determination Dates Trustee to provide or cause to be provided to Bondowner notice of Effective Rate within 7 Business Days following the respective Rate Determination Dates Effective Rate available to Bondowner between 1:00 p.m. and 5:00 p.m. from Tender Agent Irrevocable Notice of Tender by Bondowner to Remarketing Agent or Tender Agent/ Tender and Purchase Date (Within Mode Period) Notice by Bondowner to Remarketing Agent and Tender Agent not later than 11:00 a.m., New York City time on any Business Day, which day shall also be the Tender and Purchase Date Notice by Bondowner to Remarketing Agent and Tender Agent not later than 5:00 p.m., New York City time on any Business Day at least 7 calendar days prior to the Tender and Purchase Date, which shall be any Business Day and shall be set forth in the Tender Notice Notice by Bondowner to Remarketing Agent and Tender Agent not later than 5:00 p.m., New York City time on the Business Day 7 days prior to next Effective Rate Date, which date is the Tender and Purchase Date and shall be set forth in the Tender Notice Notice by Bondowner to Remarketing Agent and Tender Agent not later than 5:00 p.m., New York City time on the Business Day 13 days prior to next Effective Rate Date, which date is the Tender and Purchase Date and shall be set forth in the Tender Notice Notice by Bondowner to Remarketing Agent and Tender Agent not later than 5:00 p.m., New York City time on the Business Day 15 days prior to next Effective Rate Date, which date is the Tender and Purchase Date and shall be set forth in the Tender Notice No optional tender of Series 162 Bonds in Flexible Mode Period Written Mode Change Notice and Notice of Mandatory Tender Agency to give notice to Notice Parties of Mode Change Date 8 days prior to Mode Change Date. Trustee to give notice to Bondowners 7 days prior to Mode Change Date. Agency to give notice to Notice Parties of Mode Change Date 8 days prior to Mode Change Date. Trustee to give notice to Bondowners 7 days prior to Mode Change Date. Agency to give notice to Notice Parties of Mode Change Date 8 days prior to Mode Change Date. Trustee to give notice to Bondowners 7 days prior to Mode Change Date. Agency to give notice to Notice Parties of Mode Change Date 8 days prior to Mode Change Date. Trustee to give notice to Bondowners 7 days prior to Mode Change Date. The first Effective Rate Period for the Series 162 Bonds is the period from the Closing Date to and including January 27, Notice to Tender to the Tender Agent must be in writing and addressed to The Bank of New York Mellon. Except that if such day is not a Business Day, the Daily Rate for such day shall be the Daily Rate determined on the last Business Day. Agency to give notice to Notice Parties of Mode Change Date 8 days prior to Mode Change Date. Trustee to give notice to Bondowners 7 days prior to Mode Change Date Agency to give notice to Notice Parties of Mode Change Date 8 days prior to Mode Change Date. Trustee to give notice to Bondowners 7 days prior to Mode Change Date. E CLD

86 EXHIBIT C MINORITY AND WOMEN-OWNED BUSINESS ENTERPRISES EQUAL EMPLOYMENT OPPORTUNITY POLICY STATEMENT M/WBE AND EEO POLICY STATEMENT I,, the (awardee/contractor) agree to adopt the following policies with respect to the project being developed or services rendered for (name agency/ies or project location) MWBE This organization will and will cause its contractors and subcontractors to take good faith actions to achieve the M/WBE contract participations goals set by the State for that area in which the State-funded project is located, by taking the following steps: (1) Actively and affirmatively solicit bids for contracts and subcontracts from qualified State certified MBEs or WBEs, including solicitations to M/WBE contractor associations. (2) Request a list of State-certified M/WBEs from Agency(ies) and solicit bids from them directly. (3) Ensure that plans, specifications, request for proposals and other documents used to secure bids will be made available in sufficient time for review by prospective M/WBEs. (4) Where feasible, divide the work into smaller portions to enhanced participations by M/WBEs and encourage the formation of joint venture and other partnerships among M/WBE contractors to enhance their participation. (5) Document and maintain records of bid solicitation, including those to M/WBEs and the results thereof. Contractor will also maintain records of actions that its subcontractors have taken toward meeting M/WBE contract participation goals. (6) Ensure that progress payments to M/WBEs are made on a timely basis so that undue financial hardship is avoided, and that bonding and other credit requirements are waived or appropriate alternatives developed to encourage M/WBE participation. EEO (a) This organization will not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, age, disability or marital status, will undertake or continue existing programs of affirmative action to ensure that minority group members are afforded equal employment opportunities without discrimination, and shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force on State contracts. (b)this organization shall state in all solicitation or advertisements for employees that in the performance of the State contract all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex disability or marital status. (c) At the request of the contracting agency, this organization shall request each employment agency, labor union, or authorized representative for a statement that it will not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of this organization s obligations herein. (d) Contractor shall comply with the provisions of the Human Rights Law, all other State and Federal statutory and constitutional non-discrimination provisions. Contractor and subcontractors shall not discriminate against any employee or applicant for employment because of race, creed (religion), color, sex, national origin, sexual orientation, military status, age, disability, predisposing genetic characteristic, marital status or domestic violence victim status, and shall also follow the requirements of the Human Rights Law with regard to nondiscrimination on the basis of prior criminal conviction and prior arrest. (e) This organization will include the provisions of sections (a) through (d) of this agreement in every subcontract in such a manner that the requirements of the subdivisions will be binding upon each subcontractor as to work in connection with the State contract. Agreed to this day of, 2 By Print: Title: Page 1 of 2 PROC-4 (revised 2/2012)

87 is designated as the Minority Business Enterprise Liaison He/she is responsible for administering the Minority and Women-Owned Business Enterprises-Equal Employment Opportunity (M/WBE-EEO) program. M/WBE Contract Goals 0% Minority and Women s Business Enterprise Participation 0% Minority Business Enterprise Participation 0% Women s Business Enterprise Participation EEO Contract Goals % Minority Labor Force Participation % Female Labor Force Participation Page 2 of 2 PROC-4 (revised 2/2012)