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RESOLUTION CONSENTING TO THE ISSUANCE BY THE PASSAIC COUNTY IMPROVEMENT AUTHORITY OF ITS LEASE REVENUE BONDS (WAYNE BOARD OF EDUCATION PROJECT), SERIES 2025 IN AN AGGREGATED PRINCIPAL AMOUNT NOT TO EXCEED $10,000,000, AND AUTHORIZING THE EXECUTION OF RELATED DOCUMENTS AND RELATED ACTIONS BY THE COUNTY IN CONNECTION THEREWITH
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WHEREAS, the County of Passaic (the “County”) is a body politic and corporate pursuant to N.J.S.A. 40:18-1, and vested with all rights contained therein; and
WHEREAS, pursuant to N.J.S.A. 40:20-1, the Board of County Commissioners of the County of Passaic (the “Board”) is vested with managing the property, finances, and affairs of the County; and
WHEREAS, the Passaic County Improvement Authority (the “Authority”), a public body corporate and politic and a political subdivision of the State of New Jersey (“State”), organized and existing under the Act (as hereinafter defined) and created pursuant to a resolution of the Passaic County Board of Chosen Freeholders (now known as the Board of County Commissioners) adopted on December 31, 2002, and any successor to its duties and functions, is authorized by the County Improvement Authorities Law, constituting Chapter 183 of the Laws of 1960 of the State of New Jersey, as amended and supplemented (N.J.S.A. 40:37A-44 et seq.) (“Act”), to provide within the County, public facilities (as defined in the Act) for use by the State, the County or any beneficiary county, or any municipality in the County, or any two (2) or more or any subdivisions, departments, agencies or instrumentalities of any of the foregoing for any of their respective governmental purposes; and
WHEREAS, The Board of Education of the Township of Wayne in the County of Passaic, New Jersey (the “BOE” when referring to the governing body and “School District” when referring to the legal entity governed by the BOE) has determined to finance and has requested assistance from the Authority to assist in the financing of the construction and equipping of pre-school expansion improvements at the Preakness Early Childhood Center which includes among other items, eight classroom renovations, including bathrooms, an elevator addition, chair lift, warming kitchen, two small group instruction spaces, a teacher’s lounge, cafeteria and warming kitchen, multipurpose room and other renovations and equipment (collectively, the “Facility”); (ii) all other costs and expenses necessary for or related to the development, construction and equipping of the Facility (items (i) and (ii) are referred to herein as the “Facilities Project); and
WHEREAS, subsequent to the adoption of certain legislative changes to the Educational Facilities Construction Financing Act, constituting Chapter 183 of the Laws of 1960 of the State of New Jersey, as amended and supplemented (N.J.S.A. 18A:7G-1 et seq.) (“EFCA”), the BOE has determined to finance the costs of the Facilities Project not otherwise funded by State of New Jersey grants and pay certain costs of issuing the Series 2025 Bonds (defined below) (collectively, the “Project”), through the Authority; and
WHEREAS, in furtherance thereof, the Authority proposes to finance the costs of the Project through the issuance of its Lease Revenue Bonds (Wayne Board of Education Project), Series 2025 in an aggregate principal amount not to exceed $10,000,000 (the “Series 2025 Bonds”), which Series 2025 Bonds will be issued pursuant to and in accordance with the Act, the EFCA, a bond resolution of the Authority adopted on September 30, 2025, entitled “Bond Resolution of the Passaic County Improvement Authority Authorizing the Issuance and Sale of Up to $10,000,000 Aggregate Principal Amount of the Authority’s Lease Revenue Bonds (Wayne Board of Education Project) Series 2025, in One or More Series, on a Tax-Exempt Basis; Making Certain Determinations and Approvals with Respect to Said Bonds; and Authorizing Certain Actions” (the “Bond Resolution”) and a Trust Indenture (the “Trust Indenture”), by and between the Authority and Manufacturers and Traders Trust Company, as trustee (the “Trustee”); and
WHEREAS, pursuant to the EFCA, in order to develop, construct and finance the Facilities Project, (i) the School District will lease the lands or facilities upon which the Facilities Project will be situated to the Authority pursuant to a Ground Lease between the School District, as lessor, and the Authority, as lessee (the “Ground Lease”); and thereafter, in accordance with the EFCA; and (ii) simultaneously therewith, the Authority shall lease the Facilities Project to the County pursuant to a lease between the Authority, as lessor, and the County, as lessee (“Lease Agreement”); and (iii) simultaneously therewith, the County shall sublease the Facilities Project to the School District for so long as the Series 2025 Bonds (or any refunding bonds issued to refinance the Series 2025 Bonds) are outstanding in accordance with a sublease between the County, as sublessor, and the School District, as sublessee (“Sublease Agreement” and, together with the Lease Agreement, the “Lease Agreements”); and
WHEREAS, pursuant to the EFCA (N.J.S.A. 18A:7G-5b(d) in particular), sublease payments made to the County by the School District under the Sublease Agreement, and lease payments made to the Authority by the County under the Lease Agreement, shall not be subject to any cap on appropriations or on spending, or to any tax levy cap; and
WHEREAS, in addition, pursuant to the EFCA: (i) the sublease payments made by the School District to the County under the Sublease Agreement are required to be made in an amount sufficient to pay all debt service due on the Series 2025 Bonds issued to finance the costs of the Facilities Project (or any refunding bonds issued to refinance the Series 2025 Bonds); and (ii) the School District’s sublease payments under the Sublease Agreement are fully binding upon the School District, are not subject to annual appropriation, and are required to be included in the School District’s annual adopted budget for so long as the Series 2025 Bonds (and any refunding bonds issued to refinance the Series 2025 Bonds) remain outstanding and will be assigned to the Authority for payment of the Series 2025 Bonds (and any refunding bonds); and
WHEREAS, pursuant to the EFCA (N.J.S.A. 18A:7G-5b(e) in particular), when the Series 2025 Bonds (or any refunding bonds issued to refinance the Series 2025 Bonds) are no longer outstanding, the Facilities Project shall be solely vested in the School District and the Ground Lease and the Lease Agreements shall expire and be terminated; and
WHEREAS, in accordance with N.J.S.A. 40A:5A-6 et seq. the Authority has made an application dated August 20, 2025 (the “LFB Application”), seeking findings from the Local Finance Board in the Department of Local Government Services of the New Jersey Department of Community Affairs (the “Local Finance Board”), in respect of the proposed issuance of the Series 2025 Bonds; and
WHEREAS, the Local Finance Board issued positive findings in respect of the LFB Application on September 10, 2025; 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; and
WHEREAS, there have been filed with the Clerk of the Board a copy of the LFB Application and current drafts of the Bond Resolution, the Lease Agreements and the Ground Lease, all of which, constitute the detailed report of the Authority in respect of the Facilities Project for purposes of N.J.S.A. 40:37A-56 (collectively, the “Project Report”); and
WHEREAS, the County desires to authorize the negotiation, preparation, approval, entering into and execution of the Lease Agreements, which such Lease Agreements will be approved by the County Administrator or Director of Finance, upon the advice of County Counsel, in connection with the financing of the Project through the Authority; and
WHEREAS, this matter was discussed at the October 1, 2025 Administration and Finance Committee meeting, and is being recommended to the Board for approval.
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 Series 2025 Bonds and the undertaking of the Project by the Authority; (ii) the authorization, execution and delivery by the Authority of the Lease Agreements and the Ground Lease 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. Pursuant to N.J.S.A. 18A:7G-5b, the County is hereby authorized and directed to enter into and perform the respective Lease Agreements. The County Administrator or Director of Finance or any other authorized County official/officer (each, an "Authorized County Representative") are each hereby authorized and directed to negotiate, prepare and approve the Lease Agreements, with such changes, amendments or modifications as may be approved by County Counsel.
Section 3. An Authorized County Representative is hereby authorized and directed to execute the Lease, substantially in the form attached hereto as Exhibit A, and the Sublease Agreement, substantially in the form attached hereto as Exhibit B, on behalf of the County and the Clerk of the Board of County Commissioners of the County is hereby authorized to attest to such signature and affix the seal of the County thereto and the Lease Agreements are authorized to be delivered to the Authority. All representatives, officials and employees of the County are hereby authorized and directed to enforce and to implement provisions of the Lease Agreements.
Section 4. The County Administrator, Director of Finance, Clerk of the Board of County Commissioners or other Authorized County Representative are each hereby authorized and directed to execute and deliver any and all certificates, documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the issuance, sale and delivery of the Series 2025 Bonds, the execution and delivery of the Lease Agreements, the undertaking of the Project which is the subject of the Lease Agreements, and all related transactions contemplated by this resolution, including but not limited to authorizing the use of any County information contained in the Preliminary Official Statement and the Official Statement, each prepared in connection with the Series 2025 Bonds, and the execution and delivery, if deemed necessary or required, on behalf of the County, of an agreement providing for the preparation and filing of the necessary reports in accordance with Rule 15c2-12 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, in connection with the Series 2025 Bonds.
Section 5. This resolution shall take effect in accordance with applicable law.