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RESOLUTION CONSENTING TO THE ISSUANCE BY THE PASSAIC COUNTY IMPROVEMENT AUTHORITY OF ITS County GUARANTEED LEASE REVENUE BONDS (LITTLE FALLS BOARD OF EDUCATION PROJECT), SERIES 2025 In ONE OR MORE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $44,898,000, 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”) has been duly created by resolution duly adopted by the Board as a public body corporate and politic of the State of New Jersey (the “State”) pursuant to and in accordance with the County Improvement Authorities Law, constituting Chapter 183 of the Pamphlet Laws of 1960 of the State, and the acts amendatory thereof and supplemental thereto (the “Act”), and other applicable law; and
WHEREAS, as a result of increasing needs to support the significant enrollment growth and modernization of aging infrastructures, the Board of Education of the Township of Little Falls, in the County of Passaic, New Jersey (the “School District”) has determined to expand its existing school facilities and undertake infrastructure renovations which include (i) the addition of a multi-purpose room and two general classrooms, and several structural upgrades, replacements and tech renovations to School No. 1, including but not limited to sitework for parking lot, sidewalk and drainage upgrades, roofing replacements, toilet room upgrades, cafeteria and multipurpose room wall graphics, fire alarm, mechanical, electric, lighting and plumbing upgrades; (ii) the addition of eight Pre-K classrooms and an art room, and several structural upgrades, replacement and renovations to School No. 2, including but not limited to sitework for parking lot, sidewalk and drainage upgrades, roofing replacements, masonry repointing at parapet walls, cafeteria and multipurpose room wall graphics, renovations to stair towers/treads and walls, mechanical, electric, lighting and plumbing upgrades; and (iii) the addition of three classrooms, an auxiliary cafeteria and performing arts room and ELA classroom, and several structural upgrades, replacements and renovations to School No. 3, including but not limited to sitework for parking lot, sidewalk and drainage upgrades, roofing replacements, cafeteria and multipurpose room wall graphics, renovate egress stair to create corridor to addition, mechanical, electric, lighting and plumbing upgrades (collectively, the “Facilities Project”); and
WHEREAS, the total cost of the Facilities Project is estimated to be $44,897,195, of which, the State has committed to the School District debt service aid for 19.32% of the Facilities Project totaling approximately $8,674,199 of the Facilities Project costs, which the State is expected to make payments annually equal to 19.32% of the debt service payment (the “State Commitment”); 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, as amended and supplemented (N.J.S.A. 18A:7G-1 et seq.)(the “EFCFA”), the School District requested assistance from the Authority to finance the costs of the Facilities Project not otherwise funded by the State Commitment; and
WHEREAS, the Authority is authorized, pursuant to the Act, to provide financing for the provision of “public facilities” (as defined in the Act), which includes the Facilities Project, for use by the State, the County or any beneficiary county, or any municipality in any such county, or any two or more or any subdivisions, departments, agencies or instrumentalities of any of the foregoing, including the County and the School District, for their respective governmental purposes; and
WHEREAS, pursuant to N.J.S.A. 40:37A-55, the Authority is authorized to extend credit or make loans to any governmental unit or person, including the County and the School District, for the planning, design, acquisition, construction, equipping and furnishing of a “public facility”, upon the terms and conditions that the loans be secured by loan and security agreements, mortgages, leases and other instruments, the payments on which shall be sufficient to pay the principal of and interest on any bonds issued for the purpose by the authority, and upon such other terms and conditions as the authority shall deem reasonable; and
WHEREAS, pursuant to N.J.S.A. 40:37A-45(p), the Facilities Project to be acquired, owned or constructed by the Authority constitutes a “public facility” within the meaning of the Act and, as such, the Authority is authorized to provide financial assistance to the County and the School District for the purpose of financing the costs of the same; and
WHEREAS, the Authority is also authorized by law, including the Act and the EFCFA, to plan, design, acquire, construct, equip and furnish public facilities, including the Facilities Project, on behalf of certain governmental units, including the County and the School District, and to lease, sell or otherwise convey said the Facilities Project to such governmental units; and
WHEREAS, in recognition of the importance of the Facilities Project for the School District, in accordance with the Act and the EFCFA, the Authority will (i) provide financing to the School District for purposes of paying or financing: (a) a portion of the costs of the development, construction and equipping of the Facilities Project not otherwise funded by the State Commitment or other available monies of the School District, and (b) the costs of issuance with respect to the proposed financing, all as further set forth in the information submitted to the Authority in connection therewith (collectively, the “2025 Project”); (ii) utilize the proceeds of the Series 2025 Bonds (as defined herein) to complete the 2025 Project; and (iii) lease the Facilities Project to the County pursuant to the terms and conditions of a Lease Agreement (as hereinafter defined) and in the Indenture of Trust, dated as of December 1, 2025, by and between the Authority and the trustee named therein (“Indenture”); and
WHEREAS, in furtherance thereof, the Authority has determined to issue and sell up to $44,898,000 aggregate principal amount of its Guaranteed Lease Revenue Bonds (Little Falls Board of Education Project), Series 2025 (the “Series 2025 Bonds”) to finance the costs of the 2025 Project, provided the County guarantees the payment of the Series 2025 Bonds; and
WHEREAS, in accordance with the EFCFA: (i) in order to develop, construct and finance the Facilities Project, 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; (ii) 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”), the County will make certain payments thereunder, so long as the Series 2025 Bonds (or any refunding bonds issued to refinance the Series 2025 Bonds) are outstanding, in an amount equal to the debt service payment (the “Lease Payments”); 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 EFCFA (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 County Guaranty (as defined below) shall be discharged; and
WHEREAS, to induce the prospective purchaser of the Series 2025 Bonds to purchase the same and to provide additional security of the holder thereof, the County has, in accordance with Section 37 of the Act (N.J.S.A. 40:37A-80), agreed to unconditionally and irrevocably guaranty the punctual payment of the principal of and interest on the Series 2025 Bonds (the “County Guaranty”); and
WHEREAS, the County Guaranty has been, or will be, authorized by an ordinance of the Board of County Commissioners of the County, entitled “AN ORDINANCE OF THE COUNTY OF PASSAIC, NEW JERSEY AUTHORIZING THE GUARANTY OF THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON NOT TO EXCEED $44,898,000 AGGREGATE PRINCIPAL AMOUNT OF COUNTY GUARANTEED LEASE REVENUE BONDS (LITTLE FALLS BOARD OF EDUCATION PROJECT), SERIES 2025 ISSUED BY THE PASSAIC COUNTY IMPROVEMENT AUTHORITY” (the “Guaranty Ordinance”); and
WHEREAS, the County and the Authority have determined that it in their best interests to, among other things: (i) cause the Authority to issue its Series 2025 Bonds for the purpose of financing the costs of the 2025 Project, (ii) cause the County to adopt the Guaranty Ordinance, execute the hereinafter-defined Guaranty Agreement and execute the County Guaranty on the face of each Series 2025 Bond, authorizing the guaranty of the principal of and interest on the Series 2025 Bonds, and (iii) cause the County and the Authority to take any and all other actions deemed necessary, desirable and convenient in connection with matters detailed herein; and
WHEREAS, the Series 2025 Bonds shall be offered and sold through a public sale thereof with an investment banking firm or investment bank to be selected by the Chairman, Vice Chairman, or Executive Director of the Authority in accordance with the Authority’s, procurement procedures (the “Underwriter”), the term of which sale shall be set forth in that certain Bond Purchase Agreement (as defined herein); and
WHEREAS, the Series 2025 Bonds shall be issued pursuant to the terms of the Sale Documents (as defined below), as each may be amended and supplemented from time to time in accordance with its terms, certificates, the Act and other applicable law; and
WHEREAS, the payment of the principal (including mandatory sinking fund installments, if any) of, and interest (at interest rates not to exceed the maximum rates set forth in the Local Finance Board Application) on the Series 2025 Bonds, but not any redemption premium, shall be fully, unconditionally and irrevocably guaranteed in accordance with (i) the terms of the Guaranty Ordinance, (ii) by a guaranty certificate to be executed by an authorized officer of the County within each Series 2025 Bond and (iii) a Guaranty Agreement to be dated the date of issuance of the Series 2025 Bonds (as the same may be amended and supplemented from time to time in accordance with its terms, the “Guaranty Agreement”) by and between the County and the Authority, setting forth, among other things, the County’s obligation to make any such guaranty payments in accordance with and within the parameters set forth in this Guaranty Ordinance and the Indenture, all pursuant to Section 37 and other applicable law, which payments are included as part of the hereinafter-defined Pledged Property applicable to the Series 2025 Bonds pledged by the Authority to the trustee under the Indenture; and
WHEREAS, payment of the principal of (including mandatory sinking fund installments, if any) and interest on the Series 2025 Bonds, shall be secured by the Pledged Property (as defined in the Indenture), including the Lease Payments and payments by the County under the County Guaranty (the “Guaranty Payments”); and
WHEREAS, pursuant to the terms of the Indenture, as a “materially obligated person” within the meaning and for the purposes set forth in Rule 15c2-12, the County will be required to enter into that certain County Continuing Disclosure Agreement dated the first day of the month of issuance of the Series 2025 Bonds (as the same may be amended and supplemented from time to time in accordance with its terms, the “County Continuing Disclosure Agreement”) with the Dissemination Agent in order to satisfy the secondary market disclosure requirements of Rule 15c2-12; and
WHEREAS, pursuant to the terms of the Indenture and/or the County Continuing Disclosure Agreement, the Authority shall (i) not be considered a “materially obligated person” within the meaning and for the purposes set forth in Rule 15c2-12, and (ii) be required to provide certain material events notices in accordance with Rule 15c2-12, and accordingly, the Authority shall be required to provide such material events notices under the terms of the County Continuing Disclosure Agreement, all in order to satisfy the secondary market disclosure requirements of Rule 15c2-12; and
WHEREAS, in accordance with the Act and N.J.S.A. 40A:5A-6, 7 and 8 of the Local Authorities Fiscal Control Law, the Authority made an application dated September 30, 2025 (the “Local Finance Board Application”) seeking findings from the Local Finance Board (the “Local Finance Board”) in the Department of Local Government Services of the State Department of Community Affairs, in respect of the proposed issuance of the Series 2025 Bonds, the proposed County Guaranty and proposed Leased Agreements; and
WHEREAS, the Local Finance Board issued positive findings with respect to the issuance of the Series 2025 Bonds by the Authority and approved the provision of the County Guaranty by the County each in respect of the Local Finance Board Application on October 8, 2025; and
WHEREAS, in order to market and sell the Series 2025 Bonds the Authority shall have authorized (a) the distribution of a preliminary official statement “deemed final” within the meaning and for the purposes of Rule 15c2-12 describing the terms of the Series 2025 Bonds (the “Preliminary Official Statement”); (b) the execution and delivery of a bond purchase agreement (the “Bond Purchase Agreement”) with the Underwriter and (c) the execution and delivery of a final Official Statement incorporating the terms of the sale of the Series 2025 Bonds and certain other information into the Preliminary Official Statement (the “Official Statement”, and together with the Preliminary Official Statement, and the Bond Purchase Agreement, and any of the same or other offering or sale documents that may be required, the “Sale Documents”); and
WHEREAS, in accordance with Section 13 (“Section 13”) of the Act (N.J.S.A. 40:37A-56), the Authority has heretofore made a detailed report regarding the 2025 Project to the Board of County Commissioners (the “Project Report”), consisting of the Local Finance Board Application, which report includes, without limitation, descriptions of the Series 2025 Bonds, the Bond Resolution, the County Continuing Disclosure Agreement, the County Guaranty, the Guaranty Agreement, the Lease Agreements and, to the extent available, the Sale Documents (collectively, the “Finance Documents”); 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.
WHEREAS, the County believes: (i) it is in the public interest to accomplish the purposes contemplated by the Financing Documents; (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; and
WHEREAS, the authorization, execution, and delivery of the Financing Documents, and all other actions contemplated herein, are in the best interests of the County; and
WHEREAS, this matter was reviewed by the Administration and Finance Committee 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. The recitals are fully incorporated herein by reference.
Section 2. 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 2025 Project by the Authority; (ii) the authorization, execution and delivery by the Authority of the Lease Agreements, the Ground Lease, the Finance Documents 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 3. 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 4. 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 5. 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 and Finance Documents, 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 6. To the extent the Series 2025 Bonds are issued in any year other than 2025, references herein to “2025” may without any further action be changed to the year of issuance of such Series 2025 Bonds.
Section 7. All actions of the Authorized Officers, the Authority, and all consultants and counsel in the employ of the County or Authority in connection with the Series 2025 Project taken prior to the date of adoption hereof in connection with the Series 2025 Bonds, the Series 2025 Project, the Lease Agreements, the Financing Documents, or any of the foregoing transactions contemplated by this resolution are hereby ratified and approved as to the County, and acknowledged as to the Authority.
Section 8. This resolution shall take effect in accordance with applicable law.
Exhibit A
[Attach Form of Lease Agreement]
Exhibit B
[Attach Form of Sublease Agreement]