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RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF PASSAIC, NEW JERSEY CONSENTING TO THE ISSUANCE BY THE PASSAIC COUNTY IMPROVEMENT AUTHORITY OF ITS CHARTER SCHOOL REVENUE BONDS (PATERSON CHARTER SCHOOL FOR SCIENCE & TECHNOLOGY PROJECT). SERIES 2024 IN AN AGGREGATED PRINCIPAL AMOUNT NOT TO EXCEED $34,000,000, AND AUTHORIZING THE EXECUTION OF RELATED DOCUMENTS AND RELATED ACTIONS BY THE COUNTY IN CONNECTION THEREWITH
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WHEREAS, Silk City Education Alliance, Inc. (the “Borrower”) has determined to finance the (1) acquisition of (a) certain real property consisting of the land and the school facilities built thereon and occupied by Paterson Charter School for Science & Technology (the “ School”), located at Block 7104, Lot 9, 10, 12, 13, 16, 17, 18 19 and Block 6704, Lot 1, and commonly known as 276 Wabash Avenue, and 196 West Railway Avenue each in the City of Paterson, Passaic County, New Jersey and (b) certain real property consisting of land and an ancillary facility built thereon located at Block 7104, Lot 8, and commonly known as 262-266 Wabash Avenue in the City of Paterson, Passaic County, New Jersey (collectively, the “Facilities”) and (2) undertaking of certain capital improvements at the Facilities; and
WHEREAS, the Borrower has determined to finance the acquisition of the Facilities and undertake certain capital improvements at the Facilities, fund a debt service reserve fund and repair and replacement fund, and pay certain costs of issuing the Initial Bonds (defined below) (collectively, the “Project”), through the Passaic County Improvement Authority (the “Authority”); and
WHEREAS, the Authority proposes to finance the costs of the Project through the issuance of its Charter School Revenue Bonds (Paterson Charter School for Science & Technology School Project), Series 2024 in an aggregate principal amount not to exceed $34,000,000 (the “Initial Bonds”), which Initial Bonds will be issued pursuant to and in accordance with the County Improvement Authorities Act, constituting Chapter 183 of the Pamphlet Laws of 1960 of the State of New Jersey, and the acts amendatory thereof and supplemental thereto (N.J.S.A. 40:37A-44 et seq.) (the “Act”), a bond resolution of the Authority adopted on May 22, 2024, entitled “Bond Resolution Authorizing the Passaic County Improvement Authority to Issue Not To Exceed $34,000,000 Charter School Revenue Bonds (Paterson Charter School for Science & Technology School Project) Series 2024 and Determining Other Matters Related Thereto” (the “Bond Resolution”) and a Trust Indenture (the “Trust Indenture”), by and between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”); and
WHEREAS, the Initial Bonds, together with any Additional Bonds (as defined in the Indenture), will be payable from payments to be received from the Borrower pursuant to and in accordance with the terms and conditions set forth in a Loan Agreement, by and between the Authority and the Borrower (the “Loan Agreement”) as evidenced by a Note (the “Note”) from the Borrower to the Authority; and
WHEREAS, in order to facilitate the proposed financing structure, the Facilities will be leased by the Borrower, as lessor, to the School, as lessee, as set forth in the Leases (collectively, the “Leases”); and
WHEREAS, the payment of all Rents (as defined in the Leases) and all other amounts to be received by the Borrower under the Leases, together with the Note and a certain mortgage on the Facilities (the “Mortgage”) will be assigned by the Authority to the Trustee; and
WHEREAS, in the Leases, the Borrower will represent that it intends to continue the Leases for the entire Lease Term (as defined therein) and to pay all Rents required thereunder, and that Rent payments shall be in an amount at least sufficient to pay debt service on the Initial Bonds; and
WHEREAS, in accordance with N.J.S.A. 40A:5A-6 et seq. and N.J.S.A. 40:37A-54(l), the Authority has made an application dated April 17, 2024 (the “LFB Application”), seeking findings from the Local Finance Board (the Local Finance Board”) in the Department of Local Government Services of the New Jersey Department of Community Affairs, in respect of the proposed issuance of the Initial Bonds and the approval of the loan to the Borrower (the “Loan”), respectively; and
WHEREAS, the Local Finance Board issued positive findings and approval of the Loan in respect of the LFB Application on May 7, 2024; and
WHEREAS, the Act requires that all projects undertaken by the Authority, and all leases or other agreements relating to the use by any governmental unit or person of all or part of any public facility for a term in excess of five years, be reviewed and consented to by the Board of County Commissioners of the County; and
WHEREAS, there have been filed with the Clerk of the Board of County Commissioners of the County a copy of the LFB Application and current drafts of the Bond Resolution, the Loan Agreement and the Leases, all of which, constitute the detailed report of the Authority in respect of the Facilities for purposes of N.J.S.A. 40:37A-56 (collectively, the “Project Report”); and
WHEREAS, the County believes: (i) it is in the public interest to accomplish the purposes contemplated by the Project Report; (ii) said purposes are for the health, wealth, convenience or betterment of the inhabitants of the County; (iii) the amounts to be expended for such purposes are not unreasonable or exorbitant; and (iv) the proposal is an efficient and feasible means of providing services for the needs of the inhabitants of the County and will not create an undue financial burden to be placed upon the County;
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of the County of Passaic, New Jersey, as follows:
Section 1. In accordance with N.J.S.A. 40:37A-56 and all other applicable law, having received the Project Report, the County hereby consents to: (i) the issuance of the Initial Bonds and the undertaking of the Project by the Authority; (ii) the authorization, execution and delivery by the Authority of the Loan Agreement and any other documents as the Authority may deem necessary, convenient or desirable to implement the transactions contemplated thereby; and (iii) any and all additional actions deemed necessary, convenient or desirable by the Authority to effectuate the foregoing, including, but not limited to, execution of all such certificates, instruments or documents the Authority shall deem necessary, convenient or desirable for such purposes. All said actions heretofore taken are hereby ratified and confirmed.
Section 2. This resolution shall take effect in accordance with applicable law.