PARKING AUTHORITY OF THE TOWNSHIP OF BLOOMFIELD IN THE COUNTY

OFFICIAL STATEMENT DATED JANUARY 24, 2012

PARKING AUTHORITY OF THE TOWNSHIP OF BLOOMFIELDIN THE COUNTY OF ESSEX, NEW JERSEY

$3,530,000 PARKING PROJECT NOTE (TOWNSHIP GUARANTEED, SERIES 2012) (FEDERALLY TAXABLE)

(Noncallable)Project Note Interest Rate: 1.56%

Project Note Re-offering Yield: 1.35%

NEW ISSUE – BOOK ENTRY ONLY

Dated: Date of Delivery

RATING: MIG-1

Maturity: January 31, 2013

Interest on the Project Note (as defined herein) is includable in gross income for federal income tax purposes. Further, in the opinion of Bond Counsel, interest on the Project Note and any gain on the sale thereof are not includable as gross income under the New Jersey Gross Income Tax Act. See “TAX MATTERS” herein.

The $3,530,000 Parking Project Note (Township Guaranteed, Series 2012) (Federally Taxable) (the “Project Note”) shall be issued by the Parking Authority of the Township of Bloomfield (the “Authority”) in the form of one certificate and shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). The principal of and interest on the Project Note are payable upon presentation and surrender of the Project Note on its maturity date at TD Bank, National Association, Cherry Hill, New Jersey, which shall act as trustee, registrar and paying agent for the Project Note (the “Trustee”, “Registrar” and “Paying Agent”). Interest shall be computed on the basis of a three hundred sixty (360) day year consisting of twelve (12) months of thirty (30) days each.

The Project Note is issued pursuant to the Parking Authority Law, constituting Chapter 198 of the Pamphlet Laws of 1948 of the State of New Jersey, as amended and supplemented (the “Act”), and a project note resolution of the Authority, duly adopted on April 6, 2004, entitled, “Resolution of the Parking Authority of the Township of Bloomfield Authorizing the Issuance of Not to Exceed $20,000,000 Project Notes”, as amended and supplemented, including by a supplemental resolution of the Authority, duly adopted on December 20, 2011, entitled “Supplemental Resolution Authorizing the Issuance of Not to Exceed $3,600,000 Parking Project Note of the Parking Authority of the Township of Bloomfield”, and by a Certificate of the Executive Director of the Authority dated the date of sale of the Project Note (collectively, the “Resolution”). The Project Note is being issued to finance the current refunding a portion of the principal of the Authority’s 2011 Note (as defined herein) (together with any unspent proceeds of the 2011 Note). See “PURPOSES OF THE PROJECT NOTE” herein.

The Project Note is a direct and general obligation of the Authority, and the full faith and credit of the Authority are pledged to the payment of the principal of and interest on the Project Note. The Project Note shall be secured by a pledge by the Authority of certain funds and accounts, including Revenues (as defined herein) of the Authority. Such pledge, however, is subordinate in all respects to any and all bonds that may be issued by the Authority. The Project Note is further secured by a pledge of the rights of the Authority to receive principal and interest payments from the Township pursuant to Ordinance No. 4-12 of the Township, finally adopted on March 15, 2004, as amended by Ordinance No. 11-10 of the Township, finally adopted on March 7, 2011 (as amended, the “Guaranty Ordinance”). See “SECURITY FOR THE PROJECT NOTE” herein.

THE AUTHORITY HAS NO POWER TO LEVY OR COLLECT TAXES, AND THE PROJECT NOTE SHALL NOT BE DEEMED TO CREATE A DEBT OR A LIABILITY OF THE STATE OF NEW JERSEY (THE “STATE”) OR OF ANY COUNTY OR POLITICAL SUBDIVISION OF THE STATE, OTHER THAN THE AUTHORITY (EXCEPT TO THE EXTENT OF THE OBLIGATION OF THE TOWNSHIP TO MAKE PAYMENTS UNDER THE GUARANTY ORDINANCE) AND DO NOT AND SHALL NOT CREATE OR CONSTITUTE ANY INDEBTEDNESS, LIABILITY OR OBLIGATION OF THE STATE OR OF ANY COUNTY OR POLICTICAL SUBDIVISION OF THE STATE, OTHER THAN THE AUTHORITY (EXCEPT TO THE EXTENT OF THE OBLIGATION OF THE TOWNSHIP TO MAKE PAYMENTS UNDER THE GUARANTY ORDINANCE) EITHER LEGAL, MORAL OR OTHERWISE.

This cover contains certain information for quick reference only. It is not a summary of this Official Statement. Investors must read the entire Official Statement, including the Appendices attached hereto, to obtain information essential to the making of an informed investment decision. The Project Note is offered for delivery when, as and if issued and delivered and received by NW Capital Markets Inc. (the “Underwriter”), subject to the approving legal opinion of McManimon & Scotland, L.L.C., Newark, New Jersey, Bond Counsel to the Authority. Certain legal matters will be passed upon for the Authority by its General Counsel, McManimon & Scotland, L.L.C., Newark, New Jersey and for the Township by its counsel Brian J. Aloia, Esq., Bloomfield, New Jersey. It is expected that the Project Note in definitive form will be available for delivery through DTC on or about January 31, 2012.

TOWNSHIP OF BLOOMFIELD COUNTY OF ESSEX

MAYOR

Raymond McCarthy

TOWNSHIP COUNCIL

Carlos Bernard, Council Member Peggy O’Boyle Dunigan Council Member

Elias Chalet, Council Member Bernard Hamilton, Council Member Nicholas Joanow, Council Member

Michael J. Venezia, Council Member

TOWNSHIP ADMINISTRATOR

Yoshi Manale

TOWNSHIP CLERK

Louise M. Palagano

CHIEF FINANCIAL OFFICER

Robert Renna

GENERAL COUNSEL

Brian J. Aloia, Esq. Bloomfield, New Jersey

INDEPENDENT AUDITOR

Samuel Klein and Company Certified Public Accountants

Newark, New Jersey

PARKING AUTHORITY OF THE TOWNSHIP OF BLOOMFIELD

COMMISSIONERS

John A. Generazio, Chairperson Thomas O. Johnston, Esq., Vice Chairperson

Russ Moserowitz, Secretary Joseph Catalano, Treasurer

Oscar McKee, Commissioner

EXECUTIVE DIRECTOR

Karan Hochman

GENERAL COUNSEL

McManimon & Scotland, L.L.C. Newark, New Jersey

BOND COUNSEL

McManimon & Scotland, L.L.C. Newark, New Jersey

INDEPENDENT AUDITOR

Lerch, Vinci & Higgins, LLP Fair Lawn, New Jersey

FINANCIAL ADVISOR

Acacia Financial Group, Inc. Marlton, New Jersey

No broker, dealer, salesperson or other person has been authorized by the Authority or the Underwriter to give any information or to make any representations with respect to the Project Note other than those contained in this Official Statement, and, if given or made, such information or representations must not be relied upon as having been authorized by the foregoing. The information contained herein has been provided by the Authority and other sources deemed reliable; however, no representation or warranty is made as to its accuracy or completeness and such information is not to be construed as a representation of accuracy or completeness and such information is not to be construed as a representation or warranty by the Underwriter or, as to information from sources other than itself, by the Authority. Certain financial, economic and demographic information concerning the Township is contained in Appendices A and B to this Official Statement. The Authority has not confirmed the accuracy or completeness of information relating to the Township, and the Authority and the Underwriter disclaim any responsibility for the accuracy or completeness thereof. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in any of the information herein since the date hereof, or the date as of which such information is given, if earlier. References in this Official Statement to laws, rules, regulations, resolutions, agreements, reports and documents do not purport to be comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein, and copies of which may be inspected at the offices of the Authority during normal business hours. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Project Note in any jurisdiction in which it is unlawful for any person to make such an offer, solicitation or sale. In making an investment decision, investors must rely on their own examination of the Authority and the Township and the terms of the offering, including the merits and risks involved. These securities have not been recommended by any federal or state securities agency or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense.

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TABLE OF CONTENTS Page INTRODUCTION ........................................................................................................... 1 DESCRIPTION OF THE PROJECT NOTE ................................................................... 2 General ................................................................................................................. 2 Book-Entry Only System ..................................................................................... 3 Discontinuation of Book-Entry Only System ...................................................... 5 Redemption of Project Note................................................................................. 6 PURPOSE OF THE PROJECT NOTE............................................................................ 6 ESTIMATED SOURCES AND USES OF FUNDS ....................................................... 7 SECURITY FOR THE PROJECT NOTE ....................................................................... 8 General ................................................................................................................. 8 Debt Service Account .......................................................................................... 8 Project Account .................................................................................................... 9 Guaranty Ordinance ............................................................................................. 9 Additional Project Notes ...................................................................................... 9 THE AUTHORITY ......................................................................................................... 10 General ................................................................................................................. 10 Management ......................................................................................................... 10 Other Authority Debt ........................................................................................... 11 THE PARKING SYSTEM .............................................................................................. 13 THE TOWNSHIP ........................................................................................................... 15 SUMMARY OF LOCAL AUTHORITIES FISCAL CONTROL LAW ........................ 15 PLEDGE OF STATE NOT TO LIMIT POWERS OF AUTHORITY OR RIGHTS OF PROJECT NOTE HOLDERS ......................... 16 TAX MATTERS .............................................................................................................. 16 Federal Income Tax ............................................................................................. 16 Certain Federal Tax Consequences Relating to the Project Note ........................ 16 New Jersey Gross Income Tax ............................................................................ 19 LITIGATION .................................................................................................................. 19 The Authority ....................................................................................................... 19 The Township ...................................................................................................... 20

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SECONDARY MARKET DISCLOSURE...................................................................... 20 The Authority ....................................................................................................... 20 The Township ...................................................................................................... 21 General ................................................................................................................. 23 RATING …… ................................................................................................................. 24 MUNICIPAL BANKRUPTCY ....................................................................................... 24 LEGALITY FOR INVESTMENT .................................................................................. 25 APPROVAL OF LEGAL PROCEEDINGS .................................................................... 25 UNDERWRITING .......................................................................................................... 25 FINANCIAL ADVISOR ................................................................................................. 25 APPENDICES ................................................................................................................. 26 PREPARATION OF OFFICIAL STATEMENT ............................................................ 26 MISCELLANEOUS ........................................................................................................ 27 APPENDIX A DESCRIPTION OF THE TOWNSHIP OF BLOOMFIELD WITH CERTAIN

ECONOMIC AND DEBT INFORMATION APPENDIX B AUDITED FINANCIAL STATEMENTS OF THE TOWNSHIP OF BLOOMFIELD

FOR THE YEARS ENDED DECEMBER 31, 2009, DECEMBER 31, 2008, DECEMBER 31, 2007, DECEMBER 31, 2006 AND DECEMBER 31, 2005 AND INDEPENDENT AUDITOR’S REPORT RELATED THERETO

APPENDIX C AUDIT REPORT FOR THE PARKING AUTHORITY OF THE TOWNSHIP OF

BLOOMFIELD FOR THE YEARS ENDED DECEMBER 31, 2010 AND DECEMBER 31, 2009

APPENDIX D SUMMARY OF DEFINITIONS AND CERTAIN PROVISIONS OF THE PROJECT

NOTE RESOLUTION APPENDIX E FORM OF LEGAL OPINION OF BOND COUNSEL

OFFICIAL STATEMENT

PARKING AUTHORITY OF THE TOWNSHIP OF BLOOMFIELD Relating to its

$3,530,000

Principal Amount of Parking Project Note (Township Guaranteed, Series 2012)

(Federally Taxable) (Noncallable)

INTRODUCTION

This Official Statement, which includes the cover page hereof and the Appendices attached

hereto, is furnished by the Parking Authority of the Township of Bloomfield (the “Authority”), a public body corporate and politic of the State of New Jersey (the “State”), to provide certain information relating to the Authority, the Township of Bloomfield, in the County of Essex, New Jersey (the “Township”), the Parking System (as defined herein) located in the Township, and the $3,530,000 principal amount of a Parking Project Note (Township Guaranteed, Series 2012) (Federally Taxable) (the “Project Note”) to be issued by the Authority. The Project Note is issued pursuant to the Parking Authority Law, constituting Chapter 198 of the Pamphlet Laws of 1948 of the State, as amended and supplemented (the “Act”) a project note resolution of the Authority, duly adopted on April 6, 2004, entitled, “Resolution of the Parking Authority of the Township of Bloomfield Authorizing the Issuance of Not to Exceed $20,000,000 Project Notes”, as amended and supplemented, including by a supplemental resolution of the Authority, duly adopted on December 20, 2011, entitled, “Supplemental Resolution Authorizing the Issuance of Not to Exceed $3,600,000 Parking Project Note of the Parking Authority of the Township of Bloomfield”, and by a Certificate of the Executive Director of the Authority dated the date of sale of the Project Note (collectively, the “Resolution”). A description of certain provisions of the Resolution can be found herein in Appendix D under the caption “SUMMARY OF DEFINITIONS AND CERTAIN PROVISIONS OF THE PROJECT NOTE RESOLUTION”. TD Bank, National Association, Cherry Hill, New Jersey has been appointed to serve as trustee, paying agent and registrar for the Project Note (the “Trustee,” “Paying Agent” and “Registrar”). The Project Note is a direct and general obligation of the Authority, and the full faith and credit of the Authority are pledged to the payment of the principal of and interest on the Project Note. The Project Note shall be secured by a pledge by the Authority of certain funds and accounts, including Revenues (as defined herein) of the Authority. Such pledge, however, is subordinate in all respects to any and all bonds that may be issued by the Authority relating to the Parking System. The Project Note is further secured by a pledge of the rights of the Authority to receive principal and interest payments from the Township pursuant to Ordinance No. 4-12 of the Township, finally adopted on March 15, 2004, as amended by Ordinance No. 11-10 of the Township, finally adopted March 7, 2011 (as amended, the “Guaranty Ordinance”). See “SECURITY FOR THE PROJECT NOTE” herein.

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THE AUTHORITY HAS NO POWER TO LEVY OR COLLECT TAXES, AND THE PROJECT NOTE SHALL NOT BE DEEMED TO CREATE A DEBT OR A LIABILITY OF THE STATE OR OF ANY COUNTY OR POLITICAL SUBDIVISION OF THE STATE, OTHER THAN THE AUTHORITY (EXCEPT TO THE EXTENT OF THE OBLIGATION OF THE TOWNSHIP TO MAKE PAYMENTS UNDER THE GUARANTY ORDINANCE) AND DO NOT AND SHALL NOT CREATE OR CONSTITUTE ANY INDEBTEDNESS, LIABILITY OR OBLIGATION OF THE STATE, OR OF ANY COUNTY OR POLITICAL SUBDIVISION OF THE STATE, OTHER THAN THE AUTHORITY (EXCEPT TO THE EXTENT OF THE OBLIGATION OF THE TOWNSHIP TO MAKE PAYMENTS UNDER THE GUARANTY ORDINANCE), EITHER LEGAL, MORAL OR OTHERWISE. Copies of the Resolution and the Guaranty Ordinance are on file at the offices of the Authority in Bloomfield, New Jersey and at the principal corporate trust office of the Trustee in Cherry Hill, New Jersey. Reference is made to such documents for the provisions relating to, among other things, the terms of and the security for the Project Note, the custody and application of the proceeds of the Project Note, the rights and remedies of the holders of the Project Note, and the rights, duties and obligations of the Authority, the Township and the Trustee. There follows in this Official Statement brief descriptions of, among other things, the Project Note, the Resolution, the Guaranty Ordinance, the Authority, the Township and the Parking System. Certain demographic and financial information relating to the Township is attached to this Official Statement as Appendices A and B. This information has been furnished by the Township and its auditors, and the Authority has not confirmed the accuracy or completeness of such information relating to the Township and disclaims any responsibility for the accuracy or completeness thereof. Capitalized words and terms which are used herein, which are not ordinarily capitalized and which are not otherwise defined herein, shall have the meanings which are assigned to such words and terms in the Resolution. The summaries of and references to all documents, statutes, reports and other instruments which are referred to herein do not purport to be complete, comprehensive or definitive, and each such summary and reference is qualified in its entirety by reference to such document, statute, report or instrument.

DESCRIPTION OF THE PROJECT NOTE General The Project Note is to be issued in the aggregate principal amount of $3,530,000. The Project Note shall be dated and bear interest from the date of issuance, will mature on the date and in the principal amount which are set forth on the cover page hereof and shall be numbered 2012-1. Upon initial issuance and delivery, the Project Note will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Project Note. The Project Note may be purchased in book-entry form in authorized denominations of $5,000 or any integral multiple of $1,000 in excess thereof through book entries made on the books of DTC.

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So long as DTC or its nominee, Cede & Co., is the registered owner of the Project Note, payment of the principal of and interest on the Project Note will be made directly to Cede & Co., as nominee of DTC. Disbursement of such payment to the participants of DTC (“DTC participants”) is the responsibility of DTC and disbursement of such payments to the Beneficial Owners (as defined herein) of the Project Note is the responsibility of the DTC Participants and not the Authority or the Trustee. See “DESCRIPTION OF THE PROJECT NOTE - Book Entry Only System” herein. Book-Entry Only System

The following description of the procedures and record keeping with respect to beneficial ownership interest in the Project Note, payment of principal and interest and other payments on the Project Note to Direct and Indirect Participants (defined below) or Beneficial Owners (defined below), confirmation and transfer of beneficial ownership interests in the Project Note and other related transactions by and between DTC, Direct and Indirect Participants and Beneficial Owners, is based on certain information furnished by DTC to the Authority. Accordingly, the Authority does not make any representations as to the completeness or accuracy of such information. DTC will act as securities depository for the Project Note. The Project Note will be issued as a fully-registered security, registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate will be issued for the Project Note, in the aggregate principal amount of the issue, and will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

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Purchases of the Project Note under the DTC system must be made by or through Direct Participants, which will receive credits for the Project Note on DTC’s records. The ownership interest of each actual purchaser of the Project Note (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Project Note are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Project Note, except in the event that use of the book-entry system for the Project Note is discontinued. To facilitate subsequent transfers, the Project Note deposited by Direct Participants with DTC is registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Project Note with DTC and its registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Project Note; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Project Note is credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Project Note may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Project Note, such as redemptions, tenders, defaults, and proposed amendments to the Project Note documents. For example, Beneficial Owners of the Project Note may wish to ascertain that the nominees holding the Project Note for their benefit have agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices relating to the Project Note (if any) shall be sent to DTC. If less than all of the Project Note is being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in the Project Note to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Project Note unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

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Redemption proceeds, distributions, and dividend payments on the Project Note will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Paying Agent, on payable dates in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, the Paying Agent, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority (through the Paying Agent), disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Project Note at any time by giving reasonable notice to the Authority or the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, the book-entry system shall be discontinued and the Trustee will execute and make available for delivery, a replacement Project Note in the form of a registered certificate.

The Authority may decide to discontinue use of the system of book-entry-only transfers

through DTC (or a successor securities depository). In that event, a certificate will be printed and delivered by the Authority.

The information in this section concerning DTC and DTC’s book-entry system has been

obtained from sources that the Authority believes to be reliable, but the Authority takes no responsibility for the accuracy thereof.

THE PAYING AGENT WILL NOT HAVE ANY RESPONSIBILITY OR OBLIGATION

TO SUCH DTC PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE PAYMENTS TO OR PROVIDING OF NOTICE FOR THE DTC PARTICIPANTS, OR THE INDIRECT PARTICIPANTS, OR BENEFICIAL OWNERS.

SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE PROJECT NOTE,

AS NOMINEE OF DTC, REFERENCES HEREIN TO THE NOTEHOLDERS OR REGISTERED OWNERS OF THE PROJECT NOTE (OTHER THAN UNDER THE CAPTION “TAX MATTERS”) SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE PROJECT NOTE. Discontinuation of Book-Entry Only System If the Authority, in its sole discretion, determines that DTC is not capable of discharging its duties, or if DTC discontinues providing its services with respect to the Project Note at any time, the Authority will attempt to locate another qualified Securities Depository. If the Authority fails to find

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such Securities Depository, or if the Authority determines, in its sole discretion, that it is in the best interest of the Authority or that the interest of the Beneficial Owners might be adversely affected if the book-entry only system of transfer is continued (the Authority undertakes no obligation to make an investigation to determine the occurrence of any events that would permit it to make such determination) the Authority shall notify DTC of the termination of the book-entry only system. In the event that the book-entry only system for the Project Note is discontinued, the Authority has, pursuant to the Resolution, provided that upon receipt of the Note certificates from DTC and the Participant information, the Authority will authenticate (or cause to be authenticated) and deliver definitive Project Notes to the holders thereof, and the principal of and interest on the Project Note will be payable and the Project Note may thereafter be transferred or exchanged in the manner described in the Project Note certificates so provided.

Redemption of Project Note

The Project Note is not subject to redemption prior to its stated maturity.

PURPOSE OF THE PROJECT NOTE

The Project Note is being issued for the purpose of currently refunding a portion of the principal of the Authority’s $3,650,000 Parking Project Note (Township Guaranteed, Series 2011) (Federally Taxable), dated and issued on February 1, 2011 and maturing on February 1, 2012 (the “2011 Note”) (together with any unspent proceeds from the 2011 Note and other available funds).

Proceeds from the sale and issuance of the 2011 Note were used to (i) currently refund the

principal of and interest on the Authority’s $3,700,000 Parking Project Note (Township Guaranteed, Series 2010B) (Federally Taxable), dated and issued on May 14, 2010 and maturing on February 2, 2011 (the “2010B Note”) (together with any unspent proceeds from the 2010B Note and other available funds) and (ii) pay costs and expenses associated with the issuance and delivery of the 2011 Note. Proceeds from the sale and issuance of the 2010B Note were used to (i) currently refund the principal of and interest on the Authority’s $4,000,000 Parking Project Note (Township Guaranteed, Series 2009) (Federally Taxable), dated and issued on May 14, 2009 and maturing on May 14, 2010 (the “2009 Note”) and (ii) pay costs and expenses associated with the issuance and delivery of the 2010B Project Note.


principal of and interest on the Authority’s $4,375,000 Parking Project Note (Township Guaranteed, Series 2007) (Federally Taxable) (the “2007 Note”), (ii) pay certain preliminary or “soft” costs in connection with the design of a parking deck in the Township and (iii) pay costs and expenses associated with the issuance and delivery of the 2009 Note. Proceeds from the sale and issuance of the 2007 Note were used to (i) currently refund the principal of and interest on the Authority’s $5,000,000 Parking Project Note (Township Guaranteed, Series 2006) (Federally Taxable) (the “2006 Note”), (ii) pay certain preliminary or “soft” costs in connection with the design of a parking deck in the Township and (iii) pay costs and expenses associated with the issuance and delivery of the 2007 Note.

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principal of and interest on the Authority’s $6,000,000 Parking Project Note (Township Guaranteed, Series 2005) (Federally Taxable) (the “2005 Note”), (ii) pay certain preliminary or “soft” costs in connection with the design of a parking deck in the Township and (iii) pay costs and expenses associated with the issuance and delivery of the 2006 Note. Proceeds from the sale and issuance of the 2005 Note were used to (i) currently refund the principal of and interest on the Authority’s $4,000,000 Parking Project Note (Township Guaranteed, Series 2004A) (Federally Taxable) (the “2004 Note”), (ii) pay certain preliminary or “soft” costs in connection with the design of a parking deck in the Township and (iii) pay costs and expenses associated with the issuance and delivery of the 2005 Note. Proceeds from the sale and issuance of the 2004 Note were used to (i) fund the long term lease of certain parcels of parking property from the Township, (ii) make payment to the Township of certain amounts owed to the Township for the lease of parking employees from the Township and the provision of certain services by the Township to the Authority pursuant to an intra-local agreement between the Authority and the Township, (iii) pay certain start-up costs in connection with the creation and organization of the Authority and (iv) pay costs and expenses associated with the issuance and delivery of the 2004 Note.

ESTIMATED SOURCES AND USES OF FUNDS

The following table sets forth the estimated sources and uses of funds, exclusive of accrued interest, relative to the issuance of the Project Note:

SOURCES: Par Amount of Project Note: $ 3,530,000.00 Original Issue Premium 7,307.10 Total Sources of Funds $ 3,537,307.10 USES: Deposit to Debt Service Account $ 3,530,247.10 Underwriter’s Discount 7,060.00 Total Uses of Funds $ 3,537,307.10

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SECURITY FOR THE PROJECT NOTE General

In order to secure the payment of the Project Note, the Authority covenants and agrees with the holders of the Project Note, and makes provisions which shall be a part of the contract with such holders, that the Authority will, upon receipt of any proceeds of the Project Note, cause the same to be paid, deposited and applied as provided in the Resolution. As security for the due and punctual payment of the principal of and interest on the Project Note and the due and punctual payment and performance of the obligations under the Resolution, the Authority has pledged to the holders of the Project Note, and has granted to the holders thereof a lien on and security interest in (a) all amounts, securities and funds on deposit from time to time in the project account established by the Authority pursuant to the Resolution (the “Project Account”), subject to the application of such amounts, securities and funds in accordance with the provisions of the Resolution; (b) all amounts, securities and funds on deposit from time to time in the debt service account established by the Authority pursuant to the Resolution (the “Debt Service Account”); and (c) all proceeds derived from the issuance and/or sale by the Authority of Additional Project Notes (as defined herein), for the payment of the Project Note in accordance with the covenants and agreements of the Authority contained in the Resolution. Such pledge, however, is subordinate in all respects to any and all bonds that may be issued by the Authority relating to the Parking System. Payment of the principal of and interest on the Project Note is further secured by the assignment and pledge of the Authority’s rights to receive payments from the Township pursuant to the Guaranty Ordinance.

The provisions of the Project Note and the Resolution are deemed to be and do constitute,

contracts by and among the Authority, the Trustee and the holders, from time to time, of the Project Note, and the pledge which is made in the Resolution and the provisions, covenants and agreements which are set forth in the Resolution to be performed by or on behalf of the Authority shall be for the equal benefit, protection and security of the holders of the Project Note.

The Project Note is a direct and general obligation of the Authority, and the full faith and

credit of the Authority are pledged to the payment of the principal of and interest on the Project Note. The Authority has no power to levy or collect taxes. The Project Note is not a debt or liability of the State, the Township or any other political subdivision of the State, other than the Authority (except to the extent of the obligation of the Township to make payments under the Guaranty Ordinance). Neither the members of the Authority nor any person executing the Project Note shall be liable personally thereon by reason of the issuance thereof. Debt Service Account Pursuant to the Resolution, there shall be deposited into the Debt Service Account all moneys, whether constituting fees, rents, charges and other income derived or to be derived by the Authority from or for the operation, use or services of the Parking System (the “Revenues”) or proceeds of Project Notes that may be required or be made available for the payment of the principal of or interest on the Project Note outstanding from time to time. The moneys at any time in the Debt Service Account shall be held and applied solely to the payment and discharge of the principal of

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and interest on the Project Note when due and payable. Pending application of the money in said account to such purpose, any moneys therein shall be invested by the Authority in accordance with the Resolution, provided that such investments shall mature in such amounts and at such times as will permit funds to be available for payment of principal of and interest on the Project Note. Project Account Pursuant to the Resolution, all moneys, including Revenues, that may be available and the proceeds of all Project Notes not deposited in the Debt Service Account, shall be deposited in the Project Account. Moneys in the Project Account shall be invested by the Authority in accordance with the Resolution, provided that such investments shall mature in such amounts and at such times as will permit funds to be available when needed to pay the cost of the Project (as defined in the Resolution). Amounts in the Project Account shall be paid out only pursuant to resolution or resolutions of the Authority adopted for application to payment of such costs of the Project. No disbursement shall be made from the Project Account until after the filing with the Chairperson of the Authority of a voucher signed by an Authority officer certifying that such disbursement is necessary to pay part of such disbursement and stating, by general classification, the purpose for which such disbursement is to be made. All moneys in the Project Account are pledged by the Resolution pending their application as provided in this paragraph, to secure the payment of the principal of and interest on the Project Note. Guaranty Ordinance Pursuant to the Guaranty Ordinance, the Township has agreed to fully and unconditionally guaranty the timely payment of the principal of and interest on the Project Note. The full faith and credit of the Township are pledged for the full and punctual performance of said guaranty. Pursuant to the Resolution, all of the rights of the Authority to receive payments from the Township pursuant to the Guaranty Ordinance are assigned and pledged to secure the payment of the principal of and interest on the Project Note. Additional Project Notes Pursuant to the terms of the Resolution, the Authority may, from time to time, issue one or more series of Additional Project Notes for the purposes set forth in the Resolution (the “Additional Project Notes”). Any Additional Project Notes issued by the Authority will be issued on a parity basis, (i.e., of equal rank, without preference, priority or distinction, with the Project Note) and will be entitled to the same pledge of Revenues and other moneys held under the Resolution as applies to the Project Note. Prior to the issuance of any series of Additional Project Notes, the Authority must satisfy certain conditions precedent as set forth in the Resolution.

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THE AUTHORITY General

The Authority is a public body corporate and politic of the State, which was created, in accordance with the provisions of the Act, and by an ordinance of the Township, duly adopted on August 4, 2003, as amended by ordinances duly adopted on February 18, 2004 and November 9, 2009. The Authority was created in order to develop a comprehensive and coordinated plan for the development, financing, construction, operation and/or management of the Parking System within the Township. See “THE PARKING SYSTEM” herein.

The Authority has various powers under the Act, including, among others, the following: (1)

to sue and be sued; (2) to enter into leases and contracts and other instruments to carry out its powers; (3) to acquire property by any lawful means, including the exercise of the power of eminent domain with the consent of the Township; (4) to hold, to operate and to administer its property; (5) to issue its bonds and to secure their payment and the rights of holders thereof under one or more resolutions; (6) to enter into contracts with and to accept grants from the Federal government, the State and its political subdivisions or any agency thereof, and any person; (7) to fix, alter, charge and collect rents, rates and other charges, at reasonable rates to be determined exclusively by it, for the use of the facilities and projects of the Authority and for all services sold, furnished or supplied directly or indirectly by the Authority through said facilities and projects, which shall, together with any grants, receipts, contributions or income from other sources, be sufficient to provide for the payment of the expenses of the Authority, repair, maintenance and operation of its facilities and projects, and payment of the principal of and interest on, and any premiums upon the redemption of, its bonds and other obligations, and to fulfill the terms and provisions of any agreements made with the purchasers or holders of any such bonds or other obligations; and (8) to make and to enforce rules and regulations for the management of its business affairs. Management

The Authority is governed by a board consisting of up to five (5) members, each of whom is appointed by the Township Council. Upon expiration of a member's term, such member shall continue to serve until such member has been reappointed or until a successor has been appointed and qualified.

The current members of the Authority and the respective dates of expiration of their terms are set forth below:

Name Position Held Term Expires

John A. Generazio Chairperson December 31, 2012

Thomas O. Johnston, Esq. Vice Chairperson December 31, 2015

Russ Moserowitz Secretary December 31, 2013

Joseph Catalano Treasurer December 31, 2011

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Oscar McKee Commissioner December 31, 2014

The daily operation of the Authority is managed by its Executive Director, Karan Hochman.

The Authority's administrative offices are located at 230 Broad Street, Bloomfield, New Jersey 07003.

Other Authority Debt

At the present time, the only other outstanding obligations of the Authority are its

$12,480,000 Revenue Bonds (Township Guaranteed, Series 2010D) (the “2010D Bonds”). The 2010D Bonds are dated December 29, 2010, and bear interest, payable initially on May 15, 2011 and semiannually thereafter on November 15 and May 15 of each year at the rates per annum set forth below.

The 2010D Bonds bear interest at the rates, and mature on the dates, in the years and in the amounts as set forth below:

$725,000 7.275% Term Bond Due November 15, 2025

$1,875,000 7.608% Term Bond Due November 15, 2030

$9,880,000 8.008% Term Bond Due November 15, 2040

A portion of the proceeds of the 2010D Bonds were used to defease the Authority’s (i)

$4,000,000 Parking Project Note (Township Guaranteed, Series 2010) (Tax-Exempt) and (ii) $3,000,000 Parking Project Note (Township Guaranteed, Series 2010C) (Tax-Exempt), each of which matured on February 2, 2011. A portion of the proceeds of the 2010D Bonds are also being used to: (A) fund costs associated with the design of, and preliminary constructions costs associated with, the Parking Garage (as defined below); (B) pay capitalized interest on the 2010D Bonds through December 31, 2013; and (C) pay costs associated with the issuance of the 2010D Bonds (collectively, the “2010D Project”). The first sinking fund installment in connection with the 2010D Bonds is due on the Term Bond due November 15, 2025 on November 15, 2019.

The Authority issued the 2010D Bonds to the Essex County Improvement Authority (the

“ECIA”) to evidence the Authority’s obligation to repay a loan from the ECIA in connection with the Parking Garage. On December 29, 2010, the ECIA issued its Recovery Zone Economic Development Bonds, Series 2010 (Bloomfield Parking Authority Project) (Federally Taxable – Issuer Subsidy) (the “ECIA Bonds”), in the aggregate principal amount of $12,480,000, and loaned the proceeds thereof to the Authority to finance the 2010D Project.

The American Recovery and Reinvestment Act of 2009 (the "Recovery Act") authorized the

ECIA to issue taxable bonds known as "build America bonds" and "recovery zone economic development bonds" to finance capital expenditures for which it could otherwise issue tax-exempt bonds and receive subsidy payments from the federal government equal to 45% of the amount of each interest payment on such taxable bonds. The ECIA Bonds were issued as "build America

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bonds" and “recovery zone economic development bonds" under the Internal Revenue Code of 1986, as amended (the "Code").

The ECIA made the irrevocable election to have Section 54AA of the Code apply to the

ECIA Bonds so the ECIA Bonds may be "build America bonds" as defined in Code Section 54AA(d). In addition, the ECIA designated the ECIA Bonds, as provided in Code Section 1400U-2(b)(1)(B), as "recovery zone economic development bonds" for purposes of Code Section 1400U-2 in order to receive the refundable credits allowed to issuers pursuant to Code Sections 1400U-2(a) and 6431 with respect to the ECIA Bonds (the "RZEDB Interest Subsidy Payments"). Under applicable law, the RZEDB Interest Subsidy Payments are to be paid by the United States Treasury directly to any issuer of bonds that qualify as "build America bonds" and as "recovery zone economic development bonds" in an amount equal to 45% of the interest payable by such issuer on such bonds on each interest payment date, provided that certain requirements, as described in the Code and related Internal Revenue Service (the "Service") pronouncements, as to the uses and investment of the bond proceeds and other matters, are continuously satisfied by such issuer.

The ECIA covenanted to comply with the requirements of the Code necessary to maintain the

qualification of the ECIA Bonds as "build America bonds" as defined in Code Section 54AA(d) and as "recovery zone economic development bonds" as defined in Code Section 1400U-2(b). In the event that the ECIA does not comply with such requirements, it may be retroactively disqualified from being eligible to receive the RZEDB Interest Subsidy Payments otherwise allowable with respect to the ECIA Bonds from the date of issuance thereof, regardless of the date on which the event causing such disqualification occurs. In order to actually be paid, the RZEDB Interest Subsidy Payment with respect to each interest payment under the ECIA Bonds, the ECIA must file IRS Form 8038-CP not earlier than ninety (90) days nor later than forty-five (45) days prior to each interest payment date with respect to the ECIA Bonds. Also the RZEDB Interest Subsidy Payments are subject to being offset by certain amounts that may, for unrelated reasons, be owed by the ECIA to any agency of the United States. No assurance is given that the United States Treasury will make the RZEDB Interest Subsidy Payments in the amounts to which the ECIA believes it will be entitled, nor that such payments will be made in a timely manner. The RZEDB Interest Subsidy Payments do not constitute a full faith and credit guarantee of the United States and are not pledged to the security of the ECIA Bonds. In addition, the Authority has agreed to comply with the requirements of the Code necessary to maintain the qualification of the ECIA Bonds as "build America bonds" as defined in Code Section 54AA(d) and as "recovery zone economic development bonds" as defined in Code Section 1400U-2(b).

In accordance with the terms of the 2010D Bonds, the Authority is required to make

payments to the ECIA in amounts equal to the debt service on the ECIA Bonds on May 15 and November 15, which dates are 30 days prior to each interest payment date and principal payment date on the ECIA Bonds, after taking into account such funds as may be on deposit with the ECIA from RZEDB Interest Subsidy Payments. Moreover, the Authority’s obligation to make payments under the 2010D Bonds is secured by the Guaranty Ordinance.

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THE PARKING SYSTEM

The Authority operates, maintains and manages parking lots located throughout the Township which it owns, as well as a number of other lots and metered parking areas that it leases from the Township. There are presently parking facilities located on the following parcels of land on the Tax Map of the Township: Block 127, Lot 40; Block 127, Lot 43; Block 127, Lot 44; Block 153, Lot 13.01; Block 153, Lot 14; Block 153, Lot 37; Block 225, Lot 1; Block 225, Lot 9; Block 227, Lot 26, Block 228, Lot 1; Block 311, Lot 13; and Block 571, Lot 19 (collectively, the “Authority Owned Parking Facilities”); and Block 153, Lot 15; a portion of Block 245, Lot 4; and a portion of Block 301, Lot 1 (the “Township Owned Parking Facilities” and, together with the Authority Owned Parking Facilities and the on-street parking meters, the “Parking System”). Pursuant to a lease agreement by and between the Authority and the Township, dated as of July 1, 2005, the Authority leased Block 153, Lot 15, a portion of Block 245, Lot 4 and a portion of Block 301, Lot 1 (along with other lots that the Authority has since acquired and which are described above) and the on-street parking meters from the Township. Pursuant to an Ordinance adopted by the Township on November 9, 2009, the Township authorized the sale of all Township Owned Parking Facilities to the Authority and the Authority anticipates acquiring title to the remaining such Facilities in 2012. Revenues collected from the Parking System are not dedicated to the parking facility from which they originate; all revenues are collected for the support of the Parking System as a whole.

Pursuant to the Local Redevelopment and Housing Law, N.J.S.A. 40A:12A-1 et seq. (the

“Redevelopment Law”), the Township designated the properties identified on the Township’s tax maps as Block 228, Lots 1, 4, 5, 7, 8, 10, 11, 13, 14, 15, 16, 17, 18, 19, 21, 24, 27, 28, 29, 30, 31, 33 & 35, and Block 220, Lot 40 (the “Redevelopment Area”) as an “area in need of redevelopment”. On February 7, 2011, the Mayor and Council of the Township (“Mayor and Council”) adopted an ordinance approving and adopting a redevelopment plan, entitled the “Redevelopment Plan for Block 228 and Block 220, Lot 40 Redevelopment Plan Area” (as the same may be amended and supplemented, the “Redevelopment Plan”), for the Redevelopment Area, as well as for portions of the abutting rights-of-way extending to the centerline of the streets surrounding the aforementioned properties, specifically, Lackawanna Place, Washington Street and Glenwood Avenue. On March 7, 2011, the Mayor and Council adopted an ordinance vacating various portions of the Lackawanna Place and Washington Street rights-of-way in the Township, which portions are described in more detail in said ordinance. Upon such vacation, the Authority obtained title to such vacated portions of the rights-of-way.

Bloomfield Center Urban Renewal, LLC (the “Redeveloper”) and the Township have entered

into that certain Redevelopment Agreement, dated March 8, 2011 (the “Redevelopment Agreement”). Pursuant to the Redevelopment Agreement, the Redeveloper will redevelop the portion of the Redevelopment Area consisting of all of Block 228, as well as the aforementioned vacated portions of the Lackawanna Place and Washington Street rights-of-way (collectively, the “Project Site”). In particular, the Redeveloper will redevelop the Project Site by constructing thereon a project (the “Redevelopment Project”) consisting of: (i) (A) approximately 60,000 square feet of retail space, including approximately 10,000 square feet of restaurant space (together, the “Retail Component”), and (B) approximately 224 residential units (the “Residential Component”

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and, together with the Retail Component, the “BCUR Project”) on a portion of the Project Site that it will own, by itself or along with a separate developer of the Residential Component (the “BCUR Project Site”); and (ii) an approximately 439 space parking garage (the “Parking Garage”) on a portion of the Project Site that the Authority will own (the “Parking Garage Project Site”).

The Authority currently owns the entire Project Site. The Redeveloper and the Authority

have entered into that certain Land Swap Agreement, dated January 5, 2011, pursuant to which the Authority will subdivide the Project Site to create the BCUR Project Site and the Parking Garage Project Site, then convey the BCUR Project Site to the Redeveloper, and the Authority will retain ownership of the Parking Garage Project Site. Upon its completion, the Parking Garage will become part of the Parking System.

In March 2011, the Redeveloper and the Authority jointly applied to the Planning Board of

the Township (the “Planning Board”) for site plan approval in connection with the Redevelopment Project and for approval to subdivide the Project Site to create the BCUR Project Site and the Parking Garage Project Site (together, the “Redevelopment Project Approvals”). After a public hearing held on April 19 and May 19, 2011, the Planning Board granted the Redevelopment Project Approvals. At this time, the Authority expects that the Township will vacate additional portions of the Lackawanna Place, Washington Street and Glenwood Avenue rights-of-way. The Authority expects to seek amended subdivision approval in order to incorporate these additionally vacated portions of the rights-of-way into the Project Site. The Redeveloper also expects to seek amended site plan approval in connection with the BCUR Project in order to address certain minor modifications to the façade thereof.

Under the terms of a Financial Agreement by and between the Redeveloper and the

Township, dated as of May 10, 2011 (the “Financial Agreement”), the Redeveloper will (i) construct the BCUR Project on the BCUR Project Site and (ii) in lieu of paying property taxes associated with the BCUR Project and the BCUR Project Site, pay to the Township the Annual Service Charge (as defined in the Financial Agreement). Pursuant to the Financial Agreement, the Township has pledged its right to receive the Annual Service Charge to the Authority which has, in turn, pledged the Annual Service Charge to the payment of debt service on the 2010D Bonds.

On March 7, 2011, the Mayor and Council adopted an ordinance directing the special

assessment of a portion of the costs relating to the Parking Garage on the BCUR Project Site. The future owner(s) of the Project Site, therefore, will be obligated to make special assessment payments (the “Special Assessment Payments”) to the Township; such payments, however, will be due only to the extent that such future owner(s) does not pay the Annual Service Charge pursuant to the Financial Agreement. The Township, pursuant to an agreement expected to be entered into by and between the Township and BCUR, intends to pledge its right to receive the Special Assessment Payments to the Authority, which has agreed, in turn, to pledge the Special Assessment Payments to the payment of debt service on the 2010D Bonds.

On August 4, 2011, the Authority and the Redeveloper entered into that certain Parking

Garage Construction Agreement, pursuant to which the Redeveloper and the Authority will design, and the Redeveloper will build, the Parking Garage. Since then, representatives of the Redeveloper and the Authority have been working together to design the Parking Garage, and the Redeveloper

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has executed a contract with a residential developer to build the Residential Component. Moreover, in November 2011, the Authority completed the demolition of buildings on the Project Site. The Authority expects construction of the Parking Garage to commence in or before June 2012, and construction of the BCUR Project to follow.

The Authority operates the Parking System with its own employees and personnel supplied

by Standard Parking Corporation, New York, NY (“Standard”) pursuant to a contract between the Authority and Standard originally executed in July 2009 (the “Contract”). Under the Contract, Standard provides personnel to assist Authority employees in the performance of various duties, including the enforcement of parking-related statutes, rules, ordinances and regulations. The original term of the Contract was for one year, from July 2009 to July 2010, and it was renewed at the option of the Authority and Standard, for two additional one-year terms.

On December 20, 2011, the Authority adopted a temporary budget for the first quarter of

fiscal year January 1, 2012 to December 31, 2012. The Authority expects to adopt its budget for the entire fiscal year January 1, 2012 to December 31, 2012 at a meeting scheduled for January 17, 2012.

THE TOWNSHIP

The Township is located in Essex County, New Jersey. The Township has never defaulted in

the payment of its general obligation bonds or notes. See Appendices A and B attached hereto for certain general information and selected financial information concerning the Township.

SUMMARY OF LOCAL AUTHORITIES FISCAL CONTROL LAW

The Local Authorities Fiscal Control Law, Chapter 313 of the Pamphlet Laws of 1983 of the

State, became effective on November 24, 1983. This law provides for "State review of project financing of local authorities and for State supervision over the financial operations of local authorities".

The Local Finance Board, in the Division of Local Government Services, Department of

Community Affairs, New Jersey (the "Local Finance Board"), prescribes the procedures for the adoption and execution of annual budgets, and approval must be obtained prior to a budget's adoption. Such budget shall also comply with the terms and provisions of any bond resolutions. On granting approval of a budget, the reasonableness and accuracy of revenue estimates are considered. Such revenue must be sufficient to meet all expenses, including debt service. An annual audit shall be made and completed within four months of the close of a fiscal year by a registered municipal accountant or certified public accountant licensed in the State.

A financing program must be submitted to the Local Finance Board for a hearing and review

prior to implementation. Such review generally focuses on the nature, purpose and scope of the financing, engineering or feasibility studies, terms and provisions of service contracts, bond resolutions, proposed terms and conditions of negotiated sales, and proposed or maximum debt

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service and operational funding requirements. Bond anticipation notes or project notes may be issued and renewed pursuant to the provisions of the Local Authorities Fiscal Control Law.

A local authority may not be created unless the Local Finance Board so approves and a local

authority may not be dissolved without providing for payment of all outstanding obligations and without approval by the Local Finance Board.

The Local Finance Board issued positive findings in connection with the issuance of the

original project note by resolution dated March 10, 2004. Pursuant to N.J.S.A. 40A:5A-24, the Authority is required to seek the approval of the Local Finance Board to renew the 2011 Note because more than three years have passed since the issuance of the original note (the 2004 Note). On January 11, 2012, the Local Finance Board, by resolution adopted that date, approved the issuance of the 2012 Note and issued positive findings in connection therewith.

PLEDGE OF STATE NOT TO LIMIT POWERS OF AUTHORITY OR RIGHTS OF PROJECT NOTE HOLDERS

The Act sets forth the pledge and agreement of the State that it will not limit or alter the

rights vested by the Act in the Authority to fulfill the terms of any agreements which have been made with the holders of the Authority's obligations, until such obligations, together with the interest thereon and any premiums upon the redemption thereof, are fully met and discharged.

TAX MATTERS Federal Income Tax Interest on the Project Note is includable in gross income for federal income tax purposes. Certain Federal Tax Consequences Relating to the Project Note

The following is a summary of certain federal income tax consequences of the ownership of the Project Note as of the date hereof. Each prospective investor should consult with its own tax advisor regarding the application of federal income tax laws, as well as any state, local, foreign or other tax laws, to its particular situation. This summary is based on the Code, as well as Treasury Regulations and administrative and judicial rulings and practice. Legislative, judicial and administrative changes may occur, possibly with retroactive effect, that could alter or modify the continued validity of the statements and conclusions set forth herein. This summary is intended as a general explanatory discussion of the consequences of holding the Project Note generally and does not purport to furnish information in the level of detail or with the investor’s specific tax circumstances that would be provided by an investor’s own tax advisor. For example, it generally is addressed only to original purchasers of the Project Note that are “U.S. holders” (as defined below), deals only with the Project Note held as capital assets within the meaning of Section 1221 of the Code and does not address tax consequences to holders that may be relevant to investors subject to special rules. In addition, this summary does

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not address alternative minimum tax issues or the indirect consequences to a holder of an equity interest in the Project Note. As used herein, a “U.S. holder” is a “U.S. person” that is a beneficial owner of a Project Note. A non-U.S. investor” is a holder (or beneficial owner) of the Project Note that is not a U.S. person. For these purposes, a “U.S. person” is a citizen or resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof (except, in the case of a partnership, to the extent otherwise provided in Treasury Regulations), an estate the income of which is subject to United States federal income taxation regardless of its source or a trust if (i) a United States court is able to exercise primary supervision over the trust’s administration and (ii) one or more United States persons have the authority to control all of the trust’s substantial decisions.

Market Discount. If a holder purchases the Project Note for an amount that is less than the principal amount of such Project Note, and such difference is not considered to be de minimis, then such discount will represent market discount that ultimately will constitute ordinary income (and not capital gain). Further, absent an election to accrue market discount currently, upon a sale or exchange of the Project Note, a portion of any gain will be ordinary income to the extent it represents the amount of any such market discount that was accrued through the date of sale. In addition, absent an election to accrue market discount currently, the portion of any interest expense incurred or continued to carry a market discount bond that does not exceed the accrued market discount for any taxable year, will be deferred. For federal income tax purposes, a portion of the amount realized on a sale attributed to the Project Note will be treated as accrued interest and thus will be taxed as ordinary income to the seller (and will not be subject to tax in the hands of the buyer).

Market Premium. A purchaser of the Project Note who purchases such Project Note at a cost greater than its then principal amount will be considered to have purchased such Project Note at a market premium. Under Section 171 of the Code, such a purchaser must amortize the amount of such market premium using constant yield principles based on the purchaser’s yield to maturity. Amortizable market premium is generally treated as an offset to interest income, and a reduction in basis under Code Section 1016(a) of the Project Note is required for amortizable bond premium that is applied to reduce interest payments. Purchasers of any Project Note who acquire such Project Note at a premium should consult with their own tax advisors with respect to the determination and treatment of amortizable premium for federal income tax purposes and with respect to state and local tax consequences of owning such Project Note.

Sale or Redemption of the Project Note. A bondowner’s tax basis for the Project Note is the price such owner pays for the Project Note plus amounts of any original issue discount included in income, reduced on account of any payments received (other than “qualified periodic interest” payments) and any amortized premium. Gain or loss recognized on a sale, exchange or redemption of the Project Note, measured by the difference between the amount realized and the Project Note basis as so adjusted, will generally give rise to capital gain or loss if the Project Note is held as a capital asset.

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Possible Recognition of Taxable Gain or Loss upon Defeasance of the Project Note.

Defeasance of any Project Note may result in a deemed exchange under Section 1001 of the Code, in which event the holder of such Project Note will recognize taxable gain or loss in an amount equal to the difference between the amount realized from the deemed exchange (less any accrued qualified stated interest which will be taxable as such) and the holder’s adjusted basis in such Project Note.

Backup Withholding. A bondowner may, under certain circumstances, be subject to “backup withholding” at the rate of 31% with respect to interest or original issue discount on the Project Note. This withholding generally applies if the owner of the Project Note (a) fails to furnish the Trustee or other payor with its taxpayer identification number; (b) furnishes the Trustee or other payor an incorrect taxpayer identification number; (c) fails to report properly interest, dividends or other “reportable payments” as defined in the Code; or (d) under certain circumstances, fails to provide the Trustee or other payor with a certified statement, signed under penalty of perjury, that the taxpayer identification number provided is its correct number and that the holder is not subject to backup withholding. Backup withholding will not apply, however, with respect to certain payments made to bondowners, including payments to certain exempt recipients (such as certain exempt organizations) and to certain Nonresidents (as defined below). Owners of the Project Note should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining the exemption. The amount of “reportable payments” for each calendar year and the amount of tax withheld, if any, with respect to payments on the Project Note will be reported to the bondowners and to the Internal Revenue Service.

Foreign Bondowners. Under the Code, interest and original issue discount income with respect to the Project Note held by nonresident alien individuals, foreign corporations or other non-United States persons (‘Nonresidents”) generally will not be subject to the 28% United States withholding tax if the Trustee (or other person who would otherwise be required to withhold tax from such payments) is provided with an appropriate statement that the beneficial owner of the Project Note is a Nonresident. The withholding tax may be reduced or eliminated by an applicable tax treaty, if any. Notwithstanding the foregoing, if any such payments are effectively connected with a United States trade or business conducted by a Nonresident bondowner, they will be subject to regular United States income tax, but will ordinarily be exempt from United States withholding tax.

ERISA. The Employees Retirement Income Security Act of 1974, as amended (“ERISA”), and the Code generally prohibit certain transactions between a qualified employee benefit plan under ERISA (an “ERISA Plan”) and persons who, with respect to that plan, are fiduciaries or other “parties in interest” within the meaning of ERISA or “disqualified persons” within the meaning of the Code. All fiduciaries of ERISA Plans, in consultation with their advisors, should carefully consider the impact of ERISA and the Code on an investment in any Project Note.

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In all events, all investors should consult their own tax advisors in determining the federal, state, local and other tax consequences to them of the purchase, ownership and disposition of the Project Note.

IRS Circular 230 Disclosure. To ensure compliance with requirements imposed by the IRS, any purchaser of the Project Note is hereby informed that (i) any federal tax advice contained in this offering material (including any attachments) is not intended or written by Bond Counsel to be used, and that it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under the Code; (ii) such advice is written to support the promotion or marketing of the transaction(s) or matter(s) addressed by the written advice; and (iii) the taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

New Jersey Gross Income Tax

In the opinion of McManimon & Scotland, L.L.C., Bond Counsel, to be delivered simultaneously with the delivery of the Project Note, under existing law, interest on the Project Note and any gain on the sale thereof are not includable in gross income under the existing New Jersey Gross Income Tax Act.

ALL POTENTIAL PURCHASERS OF THE PROJECT NOTE SHOULD CONSULT WITH THEIR TAX ADVISORS IN ORDER TO UNDERSTAND THE IMPLICATIONS OF THE CODE.

LITIGATION The Authority

In the opinion of the Authority’s General Counsel, McManimon & Scotland, L.L.C., Newark New Jersey, there is no controversy or litigation of any nature now pending or threatened, restraining or enjoining the issuance, sale, execution or delivery of the Project Note, or in any way questioning or affecting the validity of the Project Note or any proceedings of the Authority taken with respect to the issuance or sale thereof. There is no controversy or litigation of any nature now pending or threatened restraining or enjoining the security pledged for the Project Note or the pledge or application of any moneys or security provided for the payment of the Project Note. In August 2011, Bloomfield Joint Venture, a Partnership, Farrand Street Associates, a Partnership, Bloomfield Daval Corp., Bloomfield Transit Village I, LLC, Bloomfield Transit Village II, LLC and Bloomfield Transit Village III, LLC (collectively, the “BJV Plaintiffs”), the owners of certain properties in the area around Block 228 filed a Complaint in Lieu of Prerogative Writs (the “BJV Complaint”) in the Superior Court of New Jersey, Law Division, against the Authority, the Redeveloper and the Planning Board. In the BJV Complaint, the BJV Plaintiffs claim that the Planning Board acted arbitrarily, capriciously and unreasonably in granting the Redevelopment Project Approvals. Specifically, the BJV Plaintiffs allege that the application submitted to the Planning Board improperly included Plaintiff Bloomfield Daval Corp.’s property within the site plan

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without its consent, and that the development proposal submitted by the Redeveloper and the Authority failed to provide adequate parking, an adequate traffic plan, and adequate on and off-site loading areas. A trial in this matter is scheduled for March 9, 2012, and the Authority, the Redeveloper and the Planning Board are vigorously defending this matter. The Township To the knowledge of Brian J. Aloia, Esq., Bloomfield, New Jersey (the “Township Attorney”), there is no litigation of any nature now pending or threatened, restraining or enjoining the sale, issuance, execution or delivery of the Project Note, or the levy or collection of any taxes to pay the principal of or the interest on the Project Note, or in any manner questioning the authority or proceedings for the issuance of the Project Note or for the levy or collection of taxes, or contesting the corporate existence or the boundaries of the Township or the title of any of the present officers. Moreover, to the knowledge of the Township Attorney, no litigation is presently pending or threatened that, in the opinion of the Township Attorney, would have a material adverse impact on the financial condition of the Township if adversely decided. A certificate to such effect will be executed by the Township Attorney and delivered to the Underwriter at the closing.

SECONDARY MARKET DISCLOSURE

The Authority

The Authority, pursuant to the requirements of Securities and Exchange Commission (the “SEC”) Rule 15c2-12 (the “Rule”) related to continuing secondary market disclosure, has undertaken to provide for the benefit of the holders of the Project Note and the beneficial owners thereof for as long as the Project Note remain outstanding (unless the Project Note has been wholly defeased):

(a) Annually to the Municipal Securities Rulemaking Board’s Electronic Municipal Market

Access (“EMMA”) system or such other repository designated by the SEC to be an authorized repository for filing secondary market disclosure information, if any, financial information or operating data that is customarily prepared and publicly available consisting of the audited financial statements (or unaudited financial statements if audited financial statements are not then available by the date of filing) of the Authority and the Authority’s most current adopted budget. The audited financial information will be prepared in accordance with accounting principles generally accepted in the United States of America;

(b) As soon as practicable and not in excess of ten (10) business days after the occurrence

of any of the following events, notice to EMMA of the occurrence of any such event: (1) Principal or interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties;

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(4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security;

(7) Modifications to the rights of security holders, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances;

(10) Release, substitution or sale of property securing repayment of the securities, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership or similar event of the obligated person; (13) the consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material. For the purposes of the event identified in subparagraph (12) above, the event is considered

to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person.

(c) in a timely manner to EMMA, notice of failure of the Authority to provide required

annual financial information on or before the date specified above.

The foregoing information, data and notices relating to the Authority can be obtained from Karan Hochman, Executive Director, Parking Authority of the Township of Bloomfield, 230 Broad Street, Bloomfield, New Jersey 07008, telephone number: (973) 680-8960.

The Authority has never failed to comply with its undertakings pursuant to the Rule.

The Township The Township, pursuant to the requirements of the Rule related to continuing secondary market disclosure, has undertaken to provide for the benefit of the holders of the Project Note and

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the beneficial owners thereof for as long as the Project Note remain outstanding (unless the Project Note had been wholly defeased):

(a) On or prior to September 1 of each year, beginning September 1, 2012, the Township shall file with EMMA, annual financial information with respect to the Township consisting of the audited financial statements (or unaudited financial statements or audited financial statements are not then available by the date of filing) of the Township and certain financial information and operating data consisting of (1) Township and overlapping indebtedness including a schedule of outstanding debt issued by the Township, (2) the Township’s most current adopted budget, (3) property valuation information, and (4) tax rate, levy and collection data. The audited financial information will be prepared in accordance with modified cash accounting as mandated by State statutory principles as modified by governmental accounting standards if required by New Jersey law in effect from time to time. Audited financial statements if not available by the filing date will be submitted separately when available. If the Township’s fiscal year changes, it shall give notice of such change in the same manner as for an event described in paragraph (b) below.

(b) As soon as practicable to EMMA, notice of the occurrence of any of the following events with respect to the Project Note:

(1) Principal or interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security;

(7) Modifications to the rights of security holders, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances;

(10) Release, substitution or sale of property securing repayment of the securities, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership or similar event of the obligated person; (13) the consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material. For the purposes of the event identified in subparagraph (12) above, the event is considered

to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar

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officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person.

(c) in a timely manner to EMMA, notice of failure of the Township to provide required

annual financial information on or before the date specified above. The Township previously failed to comply with the Rule in the past 5 years when it failed to

file audited financial statements for the calendar years ending December 31, 2006 through 2010. The Township filed the audited financial statements for calendar years ending December 31, 2006 through December 31, 2009 on December 23, 2010 and audited financial statements for calendar year ending December 31, 2010 on December 16, 2011. In addition, the Township previously failed to comply with the Rule in the last 5 years when it failed to file annual budgets for the calendar years ending December 31, 2007 through 2011. The Township filed the annual budgets for the calendar years ending December 31, 2007 through 2011 on December 21, 2011. The Township has implemented steps to ensure compliance with the Rule on a going forward basis.

The foregoing information, data and notices relating to the Township can be obtained from the Township’s Chief Financial Officer, Robert Renna, at Municipal Building, 1 Municipal Plaza, Bloomfield, New Jersey, telephone number (973) 680-4041. General

In the event that the Authority or the Township fail to comply with the above-described

undertakings and covenants, the Authority or the Township, as applicable, shall not be liable for any monetary damages, the remedy of the beneficial owners of the Project Note being specifically limited in the undertaking to specific performance of the covenants.

The undertakings may be amended by the Authority or the Township from time to time,

without the consent of the holders of the Project Note or the beneficial owners thereof, in order to make modifications required in connection with a change in legal requirements or change in law, which in the opinion of nationally recognized bond counsel complies with the Rule.

There can be no assurance that there will be a secondary market for the sale or purchase of

the Project Note. Such factors as prevailing market conditions, financial condition or market position of firms who may make the secondary market and the financial condition of the Authority or the Township may affect the future liquidity of the Project Note.

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RATING

Moody’s Investors Service (“Moody’s”) has assigned its rating of “MIG-1” to the Project Notes. An explanation of the significance of the credit rating may be obtained from Moody’s at 7 World Trade Center, 250 Greenwich Street, New York, New York, 10007, (212) 553-0300. The Authority furnished to Moody’s certain information and materials concerning the Project Note, the Authority and the Township. The rating is not a recommendation to buy, sell or hold the Project Note and there can be no assurance that the rating will be maintained for any given period of time or that the rating may not be raised, lowered or withdrawn entirely, if in the judgment of Moody’s, circumstances so warrant. Any downward change in, or withdrawal of such rating, may have an adverse effect on the marketability or the market price of the Project Notes. Neither the Authority nor the Underwriter have undertaken the responsibility to take any such changes to the attention of the holders of the Project Note. Moody’s has previously assigned an underlying rating of “Aa3” to the Township.

MUNICIPAL BANKRUPTCY

The undertakings of the Authority and the Township should be considered with reference to

Chapter IX of the Bankruptcy Act, 11 U.S.C. 901, et seq., as amended by Public Law 94-260, approved April 8, 1976, and as further amended on November 6, 1978 by the Bankruptcy Reform Act of 1978, effective October 1, 1979, as further amended by Public Law 100-597, effective November 3, 1988, and other bankruptcy laws affecting creditors' rights and municipalities in general. The amendments of P.L. 94-260 replace former Chapter IX and permit a state, political subdivision, public agency, or instrumentality that is insolvent or unable to meet its debts to file a petition in a court of bankruptcy for the purpose of effecting a plan to adjust its debts; direct such a petitioner to file with the court a list of petitioner's creditors; provide that a petition filed under this chapter shall operate as a stay of the commencement or continuation of any judicial or other proceeding against the petitioner; grant priority to debts owed for services or materials actually provided within three months of filing of the petition; direct a petitioner to file a plan for the adjustment of its debts; and provide that the plan must be accepted in writing by or on behalf of creditors holding at least two-thirds in amount and more than one-half in number of the listed creditors. The 1976 Amendments were incorporated into the Bankruptcy Reform Act of 1978 with only minor changes.

Reference should also be made to N.J.S.A. 52:27-40 et seq., which provides that any

municipality, school district or political subdivision of the State has the power to file a petition in bankruptcy provided the approval of the Municipal Finance Commission has been obtained. The powers of the Municipal Finance Commission have been vested in the Local Finance Board. The Bankruptcy Act specifically provides that Chapter IX does not limit or impair the power of a state to control, by legislation or otherwise, the procedures that a municipality must follow in order to take advantage of the provisions of the Bankruptcy Act.

THE ABOVE REFERENCES TO THE BANKRUPTCY CODE ARE NOT TO BE

CONSTRUED AS AN INDICATION THAT THE AUTHORITY OR THE TOWNSHIP EXPECT TO RESORT TO THE PROVISIONS OF THE BANKRUPTCY CODE OR THAT

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IF THE AUTHORITY OR THE TOWNSHIP DID, SUCH ACTION WOULD BE APPROVED BY THE LOCAL FINANCE BOARD OR THAT ANY PROPOSED PLAN WOULD INCLUDE A DILUTION OF THE SOURCE OF PAYMENT OF AND SECURITY FOR THE PROJECT NOTE.

LEGALITY FOR INVESTMENT

The Act provides that the State and all public officers, municipal corporations, political subdivisions and public bodies, all banks, bankers, trust companies, savings banks and institutions, building and loan associations, savings and loan associations, investment companies, and other persons carrying on a banking business, all insurance companies, insurance associations and other persons carrying on an insurance business and all executors, administrators, guardians, trustees, and other fiduciaries may legally invest any sinking funds, moneys or other funds belonging to them or within their control in any bonds or other obligations of the Authority, including the Project Note, and such obligations will be authorized security for any and all public deposits.

. APPROVAL OF LEGAL PROCEEDINGS

All legal matters incident to the authorization, issuance, sale and delivery of the Project Note

are subject to the approval of McManimon & Scotland, L.L.C., Bond Counsel to the Authority, whose approving legal opinion will be delivered with such Project Notes, substantially in the form annexed hereto as Appendix E. Certain legal matters will be passed on for the Authority by its General Counsel, McManimon & Scotland, L.L.C., Newark, New Jersey and for the Township by its General Counsel, Brian J. Aloia, Esq., Bloomfield, New Jersey.

UNDERWRITING

NW Capital Markets Inc. (the "Underwriter"), pursuant to a note purchase contract between the Authority and the Underwriter, has agreed, subject to certain customary conditions precedent to closing, to purchase the Project Note at a purchase price of $3,530,247.10, consisting of the par amount of the Project Note, plus original issue premium in the amount of $7,307.10, less Underwriter’s discount in the amount of $7,060.00.

The Underwriter intends to offer the Project Note to the public initially at the offering yield

set forth on the cover page of this Official Statement, which may subsequently change without any requirement of prior notice. The Underwriter reserves the right to join with dealers and other underwriters in offering the Project Note to the public. The Underwriter may offer and sell the Project Note to certain dealers (including dealers depositing notes into investment trusts) at yields higher than the public offering yield set forth on the cover page, and such public offering yield may be changed, from time to time, by the Underwriter without prior notice.

FINANCIAL ADVISOR

Acacia Financial Group, Inc., Marlton, New Jersey (“Acacia”), serves as financial advisor to the Authority with respect to the issuance of the Project Note and has assisted in other matters

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relating to the planning, structuring and issuance of the Project Note. However, Acacia has not audited or participated in the preparation of the financial or statistical information contained in this Official Statement, nor has it verified the accuracy, completeness or fairness thereof and, accordingly, expresses no opinion or other assurance with respect thereto.

APPENDICES

Appendix A to this Official Statement consists of certain financial and statistical information

concerning the Township which has been extracted from public records and public documents of the Township and from other public or official documents or publications which are referred to therein.

Appendix B to this Official Statement consists of the audited financial statements of the

Township for the fiscal years ended December 31, 2010, December 31, 2009, December 31, 2008, December 31, 2007 and December 31, 2006, and the Independent Auditor’s Report relating thereto, prepared by Samuel Klein and Company, auditors of the Township.

Appendix C to this Official Statement consists of an audit report for the Authority for the

fiscal years ending December 31, 2010 and December 31, 2009, prepared by Lerch, Vinci & Higgins, LLP, auditors of the Authority.

Appendix D to this Official Statement consists of a summary of the definitions and certain

provisions of the Project Note Resolution. Appendix E to this Official Statement consists of the form of approving legal opinion of

McManimon & Scotland, L.L.C., Bond Counsel to the Authority. Copies of such opinion will be available at the time of delivery of the Project Note.

PREPARATION OF OFFICIAL STATEMENT

The Authority hereby states that the descriptions and statements herein are true and correct in all material respects and it will confirm to the purchasers of the Project Note, by certificate signed by the Chairperson of the Authority, that to his knowledge such descriptions and statements, as of the date of this Official Statement, are true and correct in all material respects and do not contain any untrue statements of material fact or omit to state material facts necessary to make the statements herein, in light of the circumstances under which they were made, not misleading.

Samuel Klein and Company, Certified Public Accountants, assisted in the preparation of

information contained in this Official Statement and takes responsibility for the financial statements of the Township attached hereto as Appendix B to the extent specified in the Independent Auditors’ Report relating thereto.

All other information has been obtained from sources which the Authority considers to be

reliable, including Lerch, Vinci & Higgins, LLP, auditor to the Authority, and they make no warranty, guaranty or other representation with respect to the accuracy and completeness of such information.

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McManimon & Scotland, L.L.C. has not participated in the preparation of the financial or

statistical information contained in this official statement, nor have they verified the accuracy, completeness or fairness thereof and, accordingly, expresses no opinion with respect thereto.

MISCELLANEOUS The references herein to the Act, the Resolution and the Guaranty Ordinance are brief

outlines of certain provisions thereof. Such outlines do not purport to be complete and reference is made to the Act, the Resolution and the Guaranty Ordinance for full and complete statements of such provisions. These documents may be inspected at the office of the Authority in Bloomfield, New Jersey and at the principal corporate trust office of the Trustee in Cherry Hill, New Jersey.

Any statements which are contained in this Official Statement involving matters of opinion,

whether or not expressly so stated, are intended as such and not as representations of fact. All estimates and assumptions herein have been made on the best information available and are believed to be reliable but no representations whatsoever are made that such estimates or assumptions are correct or will be realized. This Official Statement is not to be construed as a contract or agreement between the Authority and the purchasers or holders of the Project Note.

The execution and delivery of this Official Statement as of the dated date of this Official

Statement has been duly authorized by the Authority.

PARKING AUTHORITY OF THE TOWNSHIP OF BLOOMFIELD

Dated: January 24, 2012 By: /s/ John A. Generazio John A. Generazio Chairperson

[ THIS PAGE INTENTIONALLY LEFT BLANK ]

APPENDIX A

DESCRIPTION OF THE TOWNSHIP OF BLOOMFIELD WITH CERTAIN ECONOMIC

AND DEBT INFORMATION


APPENDIX A

CERTAIN ECONOMIC INFORMATION RELATING TO

THE TOWNSHIP OF BLOOMFIELD


GENERAL INFORMATION

Introduction

The Township of Bloomfield, incorporated in the year 1900, is located in northern Essex County, New Jersey, approximately 15 miles from New York City. The Township has an area of 5.4 square miles and, with a population in 2010 of 47,315 is the fourth most populous community in Essex County. The Township has 11,661 homes, 91 apartment complexes, 709 commercial properties, 39 industrial properties and 100 vacant parcels. The Township has freight and passenger train service, bus transportation and has access to an excellent highway network including the Garden State Parkway. Municipal Government

The Township is managed under the policies of the Mayor and Township Council which are elected by the people for three-year terms. The terms of the governing body are staggered so that in one election year the Mayor and three Councilmen-at-large are elected; in the second year, one Councilman representing each of the three wards is elected; and in the third year, no members of the governing body are elected. Elections are conducted on a partisan basis, with the political parties nominating candidates in the primary election, and the voters electing candidates in the general election from amongst the persons nominated in the primary election.

The Mayor is the presiding officer of the Township Council and is Chief Executive of the community. The Township Council serves as the governing body of the Township and has the power to organize and regulate the internal affairs of the Township. The governing body adopts the Township's budget, authorizes the issuance of bonds and other obligations, levies taxes, and appropriates and authorizes expenditure of Township monies. The Mayor and Township Council appoint the Township Administrator and all other Township employees, as well as appointees to Boards, Commissions and Committees. The Mayor and Township Council, in addition to establishing the policies under which the Township is managed, are a local legislature and have the power to adopt, amend, and repeal such ordinances and resolutions as may be required for the good of the government for the Township.

The Township Administrator is responsible for the preparation of the municipal budget document for the consideration of the governing body. The Administrator is responsible for maintenance of sound personnel policies and administrative practices, as well as the implementation of the policies of the Mayor and Township Council, and the running of the local government on a day-to-day basis. Utilities

The Township owns and operates the water distribution system (the "Water System"), made up of approximately 113 miles of water mains ranging in size from 4 to 16 inches in diameter. The Water System services approximately 11,712 users, who are charged on the basis of use according to well-established rates. The Water System is reported to be in satisfactory condition. The Township owns a 7% share of the Wanaque South Project and 4% of the Wanaque North Project located in Wanaque, New Jersey owned by the North Jersey District Water Supply Commission (the "Commission"). The Township is obligated to pay Annual Charges to the Commission under a Service Contract entered into between the Township and the Commission for its share of development and the cost of annual operations based upon its percentage of flow entitlement. The Township has transferred its right to receive water from the Wanaque South Project to the City of Newark, in return for the right to receive water from Newark's reservoir.

The Township owns and operates the sewerage collection system (the "Sewerage System") made up of approximately 90 miles of sanitary sewers. The Township is an owner municipality in the sewerage system owned by the Passaic Valley Sewerage Commission (the "PVSC System") and discharges the sewerage from the Sewerage System into the PVSC System. The expenses of the Sewerage System are met by property tax revenues of the Township and direct billings of industrial and tax exempt property owners.

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The Water System and Sewerage System are financed with general obligation bonds and notes of the

Township. The Water System is currently self-liquidating. Public Safety

The Township's Police Department operates from the Law Enforcement Building which it has shared with the Municipal Court since 1973.

The Fire Department deploys its personnel from four firehouses using modern equipment and fire fighting practices. In deference to the high quality of the fire fighting services and the excellent condition of the Water System and signal system, the Insurance Service Organization has rated Bloomfield as a class 2. Recreation

The Township enjoys an excellent recreation program for all ages, supervised by a professional staff under the authority of the Board of Recreation Commissioners.

The activities and facilities of the Board are continually being expanded to meet the requirements of all its citizens. The Board maintains and operates eight major recreation areas including three lighted tennis facilities, two lighted basketball courts and three lighted softball and two baseball diamonds. All playgrounds meet ADA requirements.

The Board takes special pride in the growth and development of its women's and girls' programs and in its canteen for special education students. Many activities are co-sponsored with such organizations as the Federation of Music, the Art League and the Federation of Bloomfield Tennis Players. The Board also works very closely with Little League, Babe Ruth Leagues, Boys' Club, Junior Football Club and the Bloomfield Senior Citizens Association. Public Library

The Free Public Library, established in 1924, has served the residents of the Township for over seventy-five years. It is a charter member of the recently formed Essex-Hudson Regional Cooperative as well as the County of Essex Cooperating Libraries System.

The library has a total book collection of over 190,000 volumes, of which approximately 150,000 may be borrowed. Current best sellers, standard works and classics, large print books, foreign language books and many others in all fields are available. Magazines, newspapers, pamphlets, maps, college and school catalogs, films, film strips, phonograph records, videocassettes, audiocassettes, and toys, including puppets, are part of the library's collection. About 1,500 adults and children use the library daily.

Library services are many and varied, which include complete reference service; daily Interlibrary Loan Delivery; projector and screen rentals; photocopy services; microfilm readers; talking books for the partially sighted; book delivery to the homebound; exhibits; film programs; story hours for preschool children; book talks; parent discussion groups; tours of the library; and concerts, recitals and a Children's Theatre Workshop planned as part of the Performing Arts Program.

The library has an active Friends of the Library group which seeks to foster interest in the library's facilities and services. The Museum of the Historical Society of Bloomfield is housed in the library.

Library policy is determined by a nine-member Board of Trustees, each member appointed for a five-year term by the Mayor. The Mayor and Superintendent of Schools are ex-officio members of the Board.

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Culture

In 1977, the Mayor and Township Council established the Bloomfield Cultural Commission. The purpose of the Commission is to promote the cultural enrichment of the community through the support of literature, art and music. The Mayor and Township Council, at the recommendation of the Cultural Commission in 1978, acquired the Oakes Estate, the largest remaining 19th century estate in Bloomfield. The Oakes Estate was the mansion and formal gardens of an early Township industrialist. The Cultural Commission named the acquisition Oakeside-Bloomfield Cultural Center (the "Cultural Center"). In 1981, a fifteen member corporation was formed to manage the new facility which occupies an entire block comprising two and one-half acres. The Oakes Estate was placed on the National Register of Historic Places. The Cultural Center is the headquarters of the Bloomfield Cultural Commission, the site of concerts, exhibits and lectures.

Bloomfield Green Historic District

One of Bloomfield's most attractive areas is the Township Green (the "Green"), which is the dominant feature of the center of the community. The Green is a constant reminder of Bloomfield's colonial heritage. In 1980, the Township recognized the Green, and the buildings that surround it, as a Historic District. The governing body has created a Historic District Review Board (the "Review Board") to review all applications for changes in structures in the Green. The Review Board advises both the Planning Board and the Zoning Board. One of the purposes of the Review Board is to maintain and develop an appropriate and harmonious setting for the historic and architecturally significant buildings, structures, and places within the Green. Bloomfield College

Founded in 1868, Bloomfield College (the "College") is an independent, Presbyterian-affiliated institution of higher education with an enrollment of 1,200 undergraduate men and women. It offers a liberal arts-based curriculum, including several career oriented programs. The College is fully accredited, and welcomes applications from students regardless of race, religion, ethnic or national background, age, sex, or physical handicap.

Situated adjacent to the Green in Bloomfield's central historic district, the College boasts both historic buildings and modern facilities. The original College building, Seibert Hall, was constructed in 1807 and had previously been the site of the nationally known Bloomfield Academy. Other noteworthy older buildings on campus include Westminster Hall (circa 1865, with an addition in 1890), a magnificent Romanesque structure, and Jarvie Hall, a fine 19th century frame structure that served as a parsonage when Westminster Hall was used as a church. Several college buildings are listed in the National Register of Historic Places.

As the College grew and its mission developed and changed, other buildings were added to meet new needs. First founded to supply Presbyterian ministers to the region's large German-speaking population, the College today prepares students for rewarding careers in business, nursing, the sciences, social services, and other areas, and for graduate and professional school. The College has modern classroom and laboratory facilities; a modern library with a collection of over 100,000 books and other study materials and more than 800 periodicals; and residence halls to accommodate approximately 200 students.

The College also features a College Center which provides recreational facilities for the entire campus community.

The College offers a varied curriculum leading to Bachelor of Arts and Bachelor of Science degrees. Career-oriented programs include nursing, computer information systems, accounting, business administration, materials management and criminal justice. There are special programs in pre and post-chiropractic studies and a communication concentration.

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The College has a large evening enrollment of adults who want to pursue their studies while continuing their careers. Through a special curriculum, Registered Nurse graduates of accredited diploma or associate degree programs may earn a bachelor's degree with a major in nursing. The College offers Certificate Programs in accounting, business management, communications, industrial/organizational psychology, computer programming and analysis, marketing, personnel, materials management and retail management.

Also available at the College are flexible study plans, summer sessions, a women's program, early college freshmen and high school scholars' programs and life assessment credit.

The College fields varsity teams in soccer, women's volleyball, men's and women's basketball, baseball and women's softball. The basketball and baseball teams are perennial contenders for conference and regional championships. There are more than 30 clubs and activities, several social fraternities and sororities, and an extensive intramural program in a variety of sports. Student government organizations include the College Day Student Government and the College Evening Student Government.

The College offers a program for senior citizens at reduced tuition, informal adult courses, financial aid workshops, courses for credit open to high school seniors and juniors and advanced placement courses for credit to Bloomfield High School students. The College provides lecture and meeting halls to community organizations when scheduling permits.

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TOWNSHIP OF BLOOMFIELD COUNTY OF ESSEX, NEW JERSEY DEBT STATEMENT AS OF DECEMBER 31, 2010 Gross Debt School Debt: Local Type II School District: Serial Bonds Issued and Outstanding $ 44,994,160.00 Municipal Debt: General Improvements: Serial Bonds Issued and Outstanding $17,989,000.00 Bond Anticipation Notes Issued 14,693,452.00 Guaranteed Parking Authority Notes 16,180,000.00 New Jersey Economic Development Authority Loan 448,857.08 Special Emergency Note 1,076,600.00 Bonds and Notes Authorized but Not Issued 10,544,419.57 60,932,328.65 Water Utility: Serial Bonds Issued and Outstanding 4,140,000.00 Bonds and Notes Authorized but Not Issued 2,715,750.00 6,855,750.00 Total Gross Debt 112,782,238.65 Statutory Deductions School Debt: Local Type II School District: Minimum (4% of Average Equalized Valuations $5,077,940,725.67) 44,994,160.00 General Purpose 16,180,000.00 Self-Liquidating Purposes: Water Utility 6,855,750.00 68,029,910.00 Statutory Net Debt $ 44,752,328.65 Average Equalized Valuation of Real Property for 2008-2010 $5,077,940,725.67 Net Debt Percentage 0.881% REMAINING STATUTORY BORROWING POWER 3 1/2% of Equalized Valuation Basis $177,727,925.40 Less: Statutory Net Debt 44,752,328.65 Remaining Borrowing Power December 31, 2010 $132,975,596.75 Gross Debt is the total financial obligation of the Municipality and its Subdivisions. Statutory deductions determine the borrowing power and Statutory Net Debt under the laws of the State of New Jersey.

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TOWNSHIP OF BLOOMFIELD COUNTY OF ESSEX, NEW JERSEY UNDERLYING DEBT

DECEMBER 31, 2010 County of Essex $ 407,240,352.20 Essex County Utilities Authority: Guaranteed Project Bonds and Notes Under Deficiency Agreement 6,250,000.00 Essex County Improvement Authority: Guarantee of Bonds Pursuant to N.J.S.A. 40:37A-80 705,460,000.00 *Gross Debt December 31, 2010 $1,118,950,352.20 Apportionment to Township of Bloomfield $59,819,085.83 Basis of Debt Apportionment: Ratio of Equalized Valuation: Township of Bloomfield - 2010 $5,152,499,771.00 Total Essex County - 2010 $96,376,838,097.00 Ratio of Township of Bloomfield 5.346% *Includes both the Essex County Improvement Authority Guarantee of Bonds and Bonds Issued and Bonds Authorized but Not Issued - Capital Projects for County Colleges.

GROSS DEBT COMPARED WITH TRUE VALUE Municipal Debt Including Municipal Apportioned Debt Underlying Debt Gross Debt as of December 31, 2010 $44,752,328.65 $104,571,414.48 Aggregate Fair Value for 2010 - All Taxable Property - Assessed Valuation $4,364,017,800.00 Amount Added for Equalization: Real Property Assessed at 15.30% of True Value 788,481,971.00 Total - With Real Property at True Value - 2010 $5,152,499,771.00 Gross Debt as a Percentage of True Value 0.869% 2.030%

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TOWNSHIP OF BLOOMFIELD COUNTY OF ESSEX, NEW JERSEY ASSESSED VALUATION AND TAX RATES Real Property Assessed Net Taxable Tax Rate Valuation Value Real and per Percentage of Year Real Property *Personal Property $100.00 True Value 2006 $2,083,516,600.00 $2,086,728,800.00 $5.110 48.73 % 2007 2,079,718,500.00 2,082,553,700.00 5.450 42.28 2008 2,079,299,000.00 2,082,016,600.00 5.892 39.45 2009 2,072,420,100.00 2,075,455,300.00 6.095 39.22 2010 4,356,581,100.00 4,364,017,800.00 3.077 32.44 2011 4,244,990,600.00 4,252,023,300.00 3.262 85.39 *Consists of Machinery, Implements and Equipment of Telephone, Telegraph and Messenger Systems Companies (Chapter 38, P.L. 1966). COMPARISON OF COMPONENTS OF TAX RATE

2011 2010 2009 2008 2007 2006 Tax Rate $3.262 $3.077 $6.095 $5.892 $5.450 $5.110 Apportionment of Tax Rate: Municipal $0.249 $1.164 $2.240 $2.159 $1.940 $1.790 Municipal Open Space .005 .010 .010 .010 .010 .010 County .495 .482 .990 .991 .920 .900 Local School 1.475 1.421 2.855 2.732 2.580 2.410 Library .038

$3.262 $3.077 $6.095 $5.892 $5.450 $5.110

A-7

TOWNSHIP OF BLOOMFIELD COUNTY OF ESSEX, NEW JERSEY TAX COLLECTION EXPERIENCE

Collections During Collections to Date Year of Levy Added Dec. 31, 2010 *Uncollected Year Tax Levy Amount Percentage Taxes Amount Percentage Dec. 31, 2010 2006 $107,065,370.69 $105,111,146.61 98.17 % $33,981.01 $106,942,263.54 99.89 % $ 61,719.03 2007 113,955,402.39 111,773,914.78 98.09 9,519.18 113,827,272.44 99.89 65,825.62 2008 123,228,670.10 120,515,564.54 97.80 7,500.00 122,766,802.73 99.63 73,813.25 2009 126,946,407.31 124,278,725.45 97.90 8,500.00 126,616,528.24 99.74 93,769.44 2010 134,898,494.20 132,337,185.51 98.10 132,337,185.51 98.10 2,219,617.46 *Balances remaining after credits for remissions and transfers to tax title liens. Tax Collection Procedure Property taxes are based on the Assessor's valuation of real property and are levied for the calendar year. The taxes for the Township, Local School District and County purposes are combined into one levy, which is apportioned on the tax bill by rate and amount for taxpayer information only. Taxes levied for the purposes of the Local School District cover the current calendar. Turnovers by the Township to the Board of Education are based on school needs and are generally made on a periodic basis throughout the year. The Township remits County Taxes quarterly, on the 15th days of February, May, August and November. Tax bills for the second half of the current year's levy and an estimate, based on 50% of the levy for the first half of the following year, are mailed annually in June and are due in quarterly installments on the first day of the months of August, November, February and May. Delinquent payments are subject to an interest penalty of 8% on the first $1,500 of delinquency and 18% on amounts exceeding $1,500. Unpaid taxes are subject to tax sale as of July 1 following the year of levy, in accordance with statutes of the State of New Jersey. Tax liens are subsequently subject to foreclosure proceedings in order to enforce tax collections or acquire title to the property.

A-8

TOWNSHIP OF BLOOMFIELD COUNTY OF ESSEX, NEW JERSEY TEN LARGEST TAXPAYERS 2010 Assessed Taxpayer Value Forest Hill Properties $48,934,700.00 BR/Prism Central Park 46,615,200.00 Bloomfield Condo Association 31,078,300.00 Troy Towers 23,500,000.00 1515 Broad Street LLC 23,317,400.00 Bloomfield Developers 16,065,200.00 Leonard Stern/Hartz Mountain 14,980,000.00 Newels Development 13,197,400.00 Bloomfield Plaza Associates 11,710,800.00 Shop Rite 11,094,800.00 Source: The Township

A-9

TOWNSHIP OF BLOOMFIELD COUNTY OF ESSEX, NEW JERSEY REAL PROPERTY CLASSIFICATION

2006 - 2011 (ASSESSED VALUATION) Business Net Total Real Personal Valuation Year Vacant Land Residential Apartments Commercial Industrial Property Property Taxable 2006 $ 8,422,300.00 $1,638,258,000.00 $109,725,800.00 $292,049,800.00 $35,060,700.00 $2,083,516,600.00 $3,212,200.00 $2,086,728,800.00 2007 9,879,000.00 1,636,108,400.00 108,657,500.00 291,284,000.00 33,789,600.00 2,079,718,500.00 2,835,200.00 2,082,553,700.00 2008 9,275,900.00 1,639,810,200.00 110,326,600.00 286,204,100.00 33,682,200.00 2,079,299,000.00 2,717,600.00 2,082,016,600.00 2009 8,305,700.00 1,644,649,700.00 106,891,500.00 281,194,500.00 31,378,700.00 2,072,420,100.00 3,035,200.00 2,075,455,300.00 2010 15,465,300.00 3,458,290,000.00 223,419,600.00 594,964,200.00 64,442,000.00 4,356,581,100.00 7,436,700.00 4,364,017,800.00 2011 14,322,300.00 3,345,486,300.00 224,588,900.00 597,276,100.00 63,317,000.00 4,244,990,600.00 7,032,700.00 4,252,023,300.00 Source: The Township

A-10

TOWNSHIP OF BLOOMFIELD COUNTY OF ESSEX, NEW JERSEY POPULATION Year Population 2010 Federal Census 47,315 2007 Federal Census 46,288 2000 Federal Census 47,683 1990 Federal Census 45,061 1980 Federal Census 47,792 Source: U.S. Bureau of the Census

A-11

TOWNSHIP OF BLOOMFIELD COUNTY OF ESSEX, NEW JERSEY LABOR FORCE ESTIMATES Township of Bloomfield Number Number Unemployment

Year Labor Force Employed Unemployed Rate 2010 24,979 22,609 2,370 9.5 % 2009 25,414 23,093 2,321 9.1 2008 25,516 24,136 1,380 5.4 2007 25,559 24,481 1,078 4.2 2006 26,240 25,044 1,196 4.6 County of Essex Number Number Unemployment

Year Labor Force Employed Unemployed Rate 2010 362,780 322,830 39,950 11.0 % 2009 367,823 329,123 38,700 10.5 2008 366,591 342,494 24,097 6.6 2007 364,028 344,681 19,347 5.3 2006 370,600 349,200 21,400 5.8 State of New Jersey Number Number Unemployment

Year Labor Force Employed Unemployed Rate 2010 4,502,400 4,076,700 425,700 9.5 % 2009 4,536,700 4,118,400 418,300 9.2 2008 4,502,800 4,257,000 245,800 5.5 2007 4,457,600 4,267,100 190,500 4.3 2006 4,467,100 4,260,100 207,000 4.6 Source: New Jersey Department of Labor, Division of Planning and Research, Office of Demographics and Economic Analysis

A-12

TOWNSHIP OF BLOOMFIELD COUNTY OF ESSEX, NEW JERSEY BUILDING PERMITS *Total Construction Year Number Value

2006 2,188 $21,881,640.00 2007 2,012 27,476,122.00 2008 1,712 22,991,867.00 2009 1,472 24,563,012.00 2010 1,499 17,225,936.00 *Includes new building, alterations and additions. Source: The Township

A-13


APPENDIX B

AUDITED FINANCIAL STATEMENTS OF THE TOWNSHIP OF BLOOMFIELD FOR THE YEARS ENDED DECEMBER 31, 2010, DECEMBER 31, 2009, DECEMBER 31, 2008,

DECEMBER 31, 2007 AND DECEMBER 31, 2006, AND AUDITOR’S REPORT RELATING THERETO


APPENDIX B

TOWNSHIP OF BLOOMFIELD

AUDITOR'S REPORT AND FINANCIAL STATEMENTS


SAMUEL KLEIN AND COMPANY CERTIFIED PUBLIC ACCOUNTANTS

550 Broad Street 36 West Main Street, Suite 301 Newark, New Jersey 07102-4517 Freehold, New Jersey 07728-2291 Phone (973) 624-6100 Phone (732) 780-2600 Fax (973) 624-6101 Fax (732) 780-1030

INDEPENDENT AUDITOR'S REPORT We have audited the accompanying statutory basis financial statements of the various funds of the TOWNSHIP OF BLOOMFIELD COUNTY OF ESSEX as of and for the years ended December 31, 2010, 2009, 2008, 2007 and 2006. These statutory basis financial statements are the responsibility of the municipality’s management. Our responsibility is to express an opinion on these statutory basis financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States; and audit requirements as prescribed by the Division of Local Government Services, Department of Community Affairs, State of New Jersey. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audit provides a reasonable basis for our opinion. These statutory basis financial statements have been prepared in conformity with accounting practices prescribed by the Division of Local Government Services, Department of Community Affairs, State of New Jersey which are designed primarily for determining compliance with legal provisions and budgetary restrictions and as a means of reporting on the stewardship of public officials with respect to public funds. These practices differ in certain respects, which in some instances may be material, from accounting principles generally accepted in the United States of America applicable to local government units. The more significant of these practices are described in Note 1 to the financial statements. These statutory basis financial statements for the Township of Bloomfield were prepared for the purpose of inclusion in an official statement for the issuance of the Parking Project Note (Township Guaranteed, Series 2012) (Federally Taxable) for the Parking Authority of the Township of Bloomfield and were abstracted from audit reports issued under the periods referred to above as dated June 24, 2011, October 29, 2010, August 26, 2009, September 8, 2008 and July 6, 2007, respectively.

B-1 Members American Institute of Certified Public Accountants

www.samuelklein-cpa-rma.com

The following funds and account groups which were required to be the subject of our audit for the statutory basis financial statements of the Township of Bloomfield are not required for this purpose and are not included in these special purpose financial statements:

Public Assistance Trust Fund Fixed Asset Group of Accounts

The omission of these funds and account groups from the statements presented herein, do not materially affect the financial position of the Township. In our opinion, because of the Township’s policy to prepare its financial statements on the basis of accounting discussed in the third paragraph of this report, the financial statements referred to above do not present fairly in conformity with accounting principles generally accepted in the United States of America, the financial position of the Township of Bloomfield as of December 31, 2010, 2009, 2008, 2007 and 2006 or the results of its operations for the years then ended. However, in our opinion, the statutory basis financial statements referred to above present fairly, in all material respects, the financial position of the Township of Bloomfield in the County of Essex, as of December 31, 2010, 2009, 2008, 2007 and 2006, and the results of operations of such funds for the years then ended, in accordance with accounting principles and practices prescribed by the Division of Local Government Services, Department of Community Affairs, State of New Jersey and described in Note 1 to the financial statements.

JOSEPH J. FACCONE, RMA, PA Newark, New Jersey June 24, 2011

B-2

Balance Balance Balance Balance BalanceASSETS AND DEFERRED CHARGES Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Dec. 31, 2006

Current Assets Cash - Treasurer 11,487,139.50$ 11,474,592.59$ 10,648,937.76$ 12,503,036.49$ 9,921,845.71$ Cash - Collector 206,124.73 227,120.02 (185,409.19) 46,245.43Change Fund - Collector 900.00 900.00 900.00 900.00 900.00

11,694,164.23 11,702,612.61 10,649,837.76 12,318,527.30 9,968,991.14

Receivables with Full Reserves: Delinquent Property Taxes Receivable 2,514,744.80 2,666,885.05 2,471,084.58 2,195,182.47 2,119,242.61 Tax Title Liens Receivable 130,707.76 25,261.45 9,451.08 8,971.48 8,012.28 Bankruptcy Taxes 15,855.01 Property Acquired for Taxes - Assessed

B Valuation 168,200.00 168,200.00 180,500.00 180,500.00 180,500.00

- Revenue Accounts Receivable 261,015.29 137,411.43 195,919.00 206,701.71 310,656.20

3 Interfunds Receivable 135,928.75 76,576.40 90,498.86 133,318.58 1,942,569.443,210,596.60 3,090,189.34 2,947,453.52 2,724,674.24 4,560,980.53

Deferred Charges 1,105,600.00 1,391,000.00 36,000.00 48,000.00 60,000.00

16,010,360.83 16,183,801.95 13,633,291.28 15,091,201.54 14,589,971.67

Federal and State Grant FundDue from Current Fund 21,276.60 34,433.93Due from General Trust Fund 3,188.28 33,760.45 14,453.00State Grants Receivable 3,229,367.89 3,274,366.95 2,880,621.97 2,541,522.64 4,360,435.98

3,229,367.89 3,274,366.95 2,905,086.85 2,609,717.02 4,374,888.98

19,239,728.72$ 19,458,168.90$ 16,538,378.13$ 17,700,918.56$ 18,964,860.65$

TOWNSHIP OF BLOOMFIELD COUNTY OF ESSEX, NEW JERSEY

COMPARATIVE BALANCE SHEET - CURRENT FUND

Balance Balance Balance Balance BalanceLIABILITIES, RESERVES AND FUND BALANCE Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Dec. 31, 2006

Expenditure Reserves: Appropriation Reserves: Unencumbered 2,984,916.54$ 3,277,848.15$ 2,428,698.71$ 2,210,974.89$ 2,090,835.50$ Encumbered 731,505.24 358,248.23 1,327,979.26 1,571,553.59 1,509,609.41 Reserve for Expenditures 209,359.13 129,521.91

3,716,421.78 3,636,096.38 3,756,677.97 3,991,887.61 3,729,966.82

Liabilities: Interfunds Payable 1,561,148.81 1,014,409.57 823,987.98 1,029,648.34 796,039.02 Reserve for Other Funds 463,545.45 635,759.81 Due to State of New Jersey 21,454.91 24,162.53 19,463.23 22,052.87 22,379.60 Accounts Payable 1,259,064.55 1,532,420.71 1,460,658.01 345,174.95 124,558.28 County Taxes Payable 42,060.52 17,048.96 38,809.87 32,527.25 140,404.05 Local District School Taxes Payable 2,894,593.98 2,894,593.98

B Emergency Note Payable 1,076,600.00 1,350,000.00

- Special Improvement Taxes Payable 21,816.90 21,816.90 21,816.90 28,899.84 27,879.22

4 Tax Appeals Pending 193,534.41 671,559.23 Prepaid Revenue 16,420.95 Tax Overpayments 470,299.37 287,790.94 196,733.27 192,161.11 206,267.77

5,109,524.92 5,571,389.60 2,561,469.26 4,545,058.34 4,212,121.92Deferred Credits: Prepaid Taxes 392,158.23 525,785.56 494,927.96 435,424.07 432,955.75 Deferred Revenue 23,271.70 33,271.70

392,158.23 525,785.56 494,927.96 458,695.77 466,227.45

Sub-Total 9,218,104.93 9,733,271.54 6,813,075.19 8,995,641.72 8,408,316.19Reserve for Receivables and Other Assets 3,210,596.60 3,090,189.34 2,947,453.52 2,724,674.24 4,560,980.53Fund Balance 3,581,659.30 3,360,341.07 3,872,762.57 3,370,885.58 1,620,674.95

16,010,360.83 16,183,801.95 13,633,291.28 15,091,201.54 14,589,971.67

Federal and State Grant FundDue to Current Fund 135,928.75 45,847.85 1,857,620.08Appropriated Grant Reserves: Appropriated 3,093,439.14 2,855,445.86 2,563,806.12 2,302,377.93 Unappropriated 9,094.00 49,640.99 45,910.90 146,265.34Unappropriated Grant Reserves 3,219,425.10 68,625.63

3,229,367.89 3,274,366.95 2,905,086.85 2,609,717.02 4,374,888.98

19,239,728.72$ 19,458,168.90$ 16,538,378.13$ 17,700,918.56$ 18,964,860.65$ ____________________See accompanying notes to financial statements.

COUNTY OF ESSEX, NEW JERSEY

COMPARATIVE BALANCE SHEET - CURRENT FUND


2010 2009 2008 2007 2006

Revenue and Other IncomeFund Balance Utilized 3,000,000.00$ 1,200,000.00$ 2,701,600.00$ 1,136,000.00$ 2,300,000.00$ Miscellaneous Revenue Anticipated 10,827,088.84 12,574,850.46 13,359,328.28 16,778,060.93 15,831,746.07Receipts from Current Taxes 132,337,185.51 123,607,166.22 120,515,564.54 111,773,914.78 105,086,259.42Receipts from Delinquent Taxes 2,364,776.95 2,250,297.16 2,062,132.12 1,812,190.23 1,406,747.72Nonbudget Revenue 796,648.84 260,651.53 776,921.14 641,781.93 372,348.49Other Credits to Income 1,922,492.12 727,406.57 851,202.81 285,553.49 1,265,713.17

151,248,192.26 140,620,371.94 140,266,748.89 132,427,501.36 126,262,814.87

ExpendituresBudget and Emergency Appropriations: Operations: Salaries and Wages 30,941,537.00 29,499,283.00 28,845,909.00 27,126,684.67 26,706,197.00 Other Expenses 26,891,813.98 25,359,601.06 22,715,204.86 22,509,043.77 20,878,495.13 Capital Improvements 100,000.00 218,000.00 515,500.00 430,000.00 645,000.00

B Debt Service 2,099,502.53 1,905,376.99 2,353,274.43 1,874,236.86 2,235,692.90

- Statutory Expenditures and Deferred Charges 4,115,891.00 3,683,966.00 5,724,765.00 4,156,400.00 3,022,316.19

5 64,148,744.51 60,666,227.05 60,154,653.29 56,096,365.30 53,487,701.22Interest on State Tax Appeals 61.80 143.37Prior Year Tax Exemptions Disallowed 8,500.00 7,500.00 9,519.18 9,093.82 10,969.86County Taxes 21,064,253.57 20,566,034.47 20,655,007.25 19,196,169.34 18,756,281.09Local School District Taxes 61,996,584.00 59,247,002.48 55,436,382.55 53,645,951.50 50,325,655.50Municipal Open Space Preservation Tax 436,401.00 207,545.53 208,201.66 208,255.37 208,672.88Special Improvement District Taxes 286,827.34 287,418.16 271,399.33 258,033.02 241,854.05Other Debits to Income 85,501.81 317,922.38 328,108.64 127,422.38 2,200,057.04

148,026,874.03 141,299,793.44 137,063,271.90 129,541,290.73 125,231,191.64

Excess in Revenue 3,221,318.23 (679,421.50) 3,203,476.99 2,886,210.63 1,031,623.23

Adjustments to Income before Surplus: Expenditures Included Above Which are by Statute Deferred Charges to Budget of Succeeding Year 1,367,000.00 60,000.00

Statutory Excess to Fund Balance 3,221,318.23 687,578.50 3,203,476.99 2,886,210.63 1,091,623.23

Fund BalanceBalance January 1 3,360,341.07 3,872,762.57 3,370,885.58 1,620,674.95 2,829,051.72

6,581,659.30 4,560,341.07 6,574,362.57 4,506,885.58 3,920,674.95

Decreased by: Utilized as Anticipated Revenue 3,000,000.00 1,200,000.00 2,701,600.00 1,136,000.00 2,300,000.00

Balance December 31 3,581,659.30$ 3,360,341.07$ 3,872,762.57$ 3,370,885.58$ 1,620,674.95$ ____________________See accompanying notes to financial statements.

TOWNSHIP OF BLOOMFIELDCOUNTY OF ESSEX, NEW JERSEY

COMPARATIVE STATEMENT OF OPERATIONS AND CHANGE IN FUND BALANCE - CURRENT FUND


COMPARATIVE STATEMENT OF MISCELLANEOUS REVENUE REALIZED - CURRENT FUNDSheet #1

2010 2009 2008 2007 2006

Licenses: Alcoholic Beverage 91,600.00$ 91,539.60$ 80,176.00$ 68,814.00$ 69,339.00$ Other 85,748.60 70,538.50 82,036.50 86,265.00 81,427.50Fees and Permits 211,160.25 205,436.09 229,057.45 240,120.75 286,154.73Municipal Court Fines and Costs 1,061,963.46 1,170,660.06 1,220,009.03 1,205,622.76 1,017,133.38Interest and Costs on Taxes 515,357.68 532,140.79 500,023.21 426,644.81 362,439.04Interest on Investments and Deposits 48,025.89 132,025.11 373,457.90 830,219.05 463,103.58Energy Receipt Tax 4,291,619.00 3,486,379.28 3,028,955.00 2,656,936.00 2,512,112.00Supplemental Energy Receipts Tax 121,049.00 121,049.00Consolidated Municipal Property Tax Relief 2,083,513.00 4,236,372.72 4,811,402.00 5,181,536.00 5,326,360.00Extraordinary Aid 665,000.00Legislative Initiative Block Grant 197,172.00 197,172.00Municipal Homeland Security Assistance Aid 140,000.00 140,000.00Municipal Tax Assistance 159,785.00Uniform Construction Code Fees 401,421.00 463,934.00 437,162.00 546,264.00 424,909.00

B Uniform Fire Safety Act 50,239.29 47,261.49 43,887.01 43,148.62 44,092.41

- Township of Bloomfield - Trust Funds:

6 Human Services Division 1,000.00 4,000.00 6,500.00 2,900.00 2,500.00 Cervical Cancer Screening Program 23,000.00 23,000.00 28,000.00 26,000.00 70,000.00 Environmental Protection Program 19,000.00 24,000.00 14,000.00 19,600.00 28,700.00Interlocal Service Agreement: Caldwell - Health Services 26,438.50 54,191.00 66,241.00 16,825.00 16,825.00 Caldwell - Animal Control 7,738.00 15,457.25 13,335.78 Bloomfield School District 29,954.00 46,706.50 16,752.50 42,620.00 Township of Bloomfield Parking Authority 122,981.40School Board Election Reimbursement 6,467.57 2,975.00 2,977.38 2,977.38 2,634.49Cable Television Franchise Fee 220,692.57 180,419.41 161,988.67 148,702.05 145,990.58Passaic Valley Sewage Commission 107,654.77Payment in Lieu of Taxes: Felicity Towers 104,857.44 118,910.12 110,108.00 101,575.00 105,821.00 Kinder Towers 69,085.39 68,190.06 65,791.44 64,403.84 65,815.54Library Reimbursement 120,000.00 120,000.00 200,000.00 200,000.00Cablevision Local Access Funding 23,271.70 10,000.00Wireless Telecommunications Monopole Rent 21,600.00 21,600.00 18,000.00 18,000.00 18,000.00 Sewer User Fees - Passaic Valley Sewerage Commission 115,723.22 66,725.92 83,972.55 96,644.13 Public Assistance Trust Fund l Surplus Funds 112.39


COMPARATIVE STATEMENT OF MISCELLANEOUS REVENUE REALIZED - CURRENT FUNDSheet #2

2010 2009 2008 2007 2006

Section 8 Housing Program Reimbursement 32,000.00$ 32,000.00$ 32,000.00$ 32,000.00$ 32,000.00$ Water Utility Operating Surplus of Prior Year 150,000.00 250,000.00 500,000.00 1,200,000.00 1,710,000.00General Capital Fund Balance 7,425.13Reserve for Cable TV Committee 25,000.00Reserve for Interfunds 1,800,000.00Suburban Cablevision Rent 12,680.00 13,456.00Federal and State Grants: Bloomfield Train Station Redevelopment 100,000.00 Body Armor Replacement Program 13,055.48 11,119.39 Bulletproof Vest Partnership 2,417.94 2,228.67 10,221.13 Clean Communities 66,645.56 64,065.07 48,707.86 43,529.72 40,177.07 Clean Communities - Unappropriated 5,554.83 Click It or Ticket 4,000.00

B COPS in Schools 145,000.00

- COPS in Shops 5,000.00 5,000.00

7 Drunk Driving Enforcement (DWI) 4,400.67 6,400.00 Drunk Driving Enforcement - Unappropriated 9,296.54 10,610.16 Energy Efficiency and Lighting Upgrade 177,000.00 Essex County Division on Aging - Visiting Nurse 24,057.00 24,057.00 24,057.00 24,057.00 26,730.00 Essex County Open Space Trust - Clark's Pond 250,000.00 Essex County Open Space Trust - Brookside 80,000.00 Economic Development 26,855.00 Garden State Preservation 500,000.00 Hazardous Discharge Site Remediation Fund 83,672.00 Handicapped Recreational Opportunities 8,000.00 6,862.00 7,010.00 Human Services Special Needs Program 33,115.00 33,115.00 32,150.00 31,832.00 Influenza A-H1N1 Virus - 2010 State Health 31,577.00 136,666.00 Justice Assistance - Ed Byrne Memorial 17,994.00 Justice Assistance - Recovery 80,272.00 85,000.00 Justice Assistance - Local Solicit 19,467.00 22,284.00 14,348.00 Livable Communities: Municipal ADA Grant 50,000.00 Municipal Alliance on Alcohol and Drug Abuse 36,000.00 36,000.00 39,000.00 40,000.00 40,000.00 NACCHO Grant 18,186.00 NACCHO Grant - Unappropriated 9,094.00

Sheet #3

2010 2009 2008 2007 2006

Federal and State Grants: Municipal Needs Assessment (PARIS) 38,300.00 40,000.00 OETS - Enhanced 911 43,034.00 370,556.54 Obey the Signs or Pay the Fines 4,000.00 4,000.00 4,000.00 Over the Limit Under Arrest 4,400.00 11,000.00 5,000.00 Over the Limit Under Arrest - Year End Crackdown 5,000.00 Pandemic Flu Preparedness 10,531.00 11,711.00 8,974.00 Pedestrian Safety Enforcement Education 13,000.00 14,000.00 20,000.00 16,000.00 40,000.00 Police Body Armor Replacement 14,054.63 14,644.91 12,219.98 Police Bulletproof Vest Program 18,031.25 Police Training for Domestic Violence 1,250.00 6,270.00

B Public Archives and Records - PARIS 75,048.00

- Public Health Priority Funding 15,766.00 30,758.00 29,672.00 46,723.00 29,468.00

8 Recreational Opportunities for Individuals with Disabilities 15,000.00 15,000.00 Recreational Opportunities for Individuals with Disabilities - Unappropriated 1.50 Recreational and Open Space Local Aid - Pulaski Park Improvements 225,000.00 Recycling Tonnage Aid 19,307.45 Recycling Tonnage Aid - Unappropriated 20,419.02 SAFER Volunteer Fire 329,500.00 Safe and Secure Communities 60,000.00 58,606.00 56,086.00 60,000.00 60,000.00 Safety Belt Performance Grant 18,000.00 Smart Future Planning 25,000.00 Social Services Training - Special Needs 34,080.00 Storm Water Regulations Grant 5,155.00 10,309.00 Transportation Trust Fund 452,621.00 280,445.00 315,500.00 230,000.00 145,000.00 Tobacco Age of Sale Enforcement 4,560.00 4,560.00 5,340.00 Underage Drinking Law Compliance 4,800.00 You Drink, You Drive, You Lose Statewide Crackdown 8,000.00

10,827,088.84$ 12,574,850.46$ 13,359,328.28$ 16,778,060.93$ 15,831,746.07$

____________________

See accompanying notes to financial statements.


COMPARATIVE STATEMENT OF MISCELLANEOUS REVENUE REALIZED - CURRENT FUND

Balance Balance Balance Balance BalanceDec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Dec. 31, 2006

AppropriationsOperations: General Government 13,763,566.00$ 14,852,288.00$ 13,224,691.70$ 12,609,406.00$ 3,217,000.00$ Department of Public Works 1,857,825.00 1,745,497.00 1,655,250.00 1,647,225.00 1,631,150.00 Public Safety 25,319,450.00 24,439,956.00 23,484,260.00 22,282,545.00 21,481,500.00 Health and Welfare 1,397,809.00 1,333,114.00 1,210,315.00 1,256,723.00 1,260,450.00 Recreation and Education 1,077,600.00 979,900.00 1,017,200.00 954,835.00 918,500.00 Uniform Construction Code Official 293,250.00 279,650.00 328,500.00 393,650.00 365,750.00 Unclassified 4,955,400.00 5,244,300.00 5,105,705.00 5,157,400.00 4,795,750.00 Other Operations 8,089,613.00 7,533,770.00 9,345,923.00 7,561,548.00 12,793,272.00 Contingent 1,000.00 1,000.00 1,000.00 1,000.00 1,000.00

B 56,755,513.00 56,409,475.00 55,372,844.70 51,864,332.00 46,464,372.00

- Capital Improvements 100,000.00 498,445.00 515,500.00 430,000.00 150,000.00

9 Deferred Charges 285,400.00 12,000.00 12,000.00 12,000.00 117,316.19Public Programs Offset By Revenue 1,077,837.98 859,695.06 876,369.16 886,796.44 1,615,320.13Statutory Expenditures: Contributions to: Public Employees' Retirement System 370,123.00 155,000.00 Social Security System (OASI) 925,000.00 895,000.00 870,000.00 885,000.00 850,000.00 Consolidated Police and Firemen's Pension 95,585.00 61,235.00 154,665.00 144,000.00 150,000.00 Police and Firemen's Retirement System 2,414,783.00 1,700,000.00 Unemployment Compensation Insurance 25,000.00 25,000.00 50,000.00Debt Service 2,099,502.53 1,905,376.99 2,353,274.43 1,874,236.86 2,235,692.90

64,148,744.51$ 60,666,227.05$ 60,154,653.29$ 56,096,365.30$ 53,487,701.22$

____________________See accompanying notes to financial statements.


COMPARATIVE STATEMENT OF BUDGET APPROPRIATIONS - CURRENT FUND


COMPARATIVE BALANCE SHEET - TRUST FUND

Balance Balance Balance Balance BalanceASSETS Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Dec. 31, 2006 Animal Control FundCash 12,244.25$ 81,272.71$ 3,215.50$ 67,052.06$ 102,882.65$ Interfund Accounts Receivable 44.00

12,288.25 81,272.71 3,215.50 67,052.06 102,882.65

General Trust FundCash 3,775,741.67 3,918,186.57 4,545,618.85 3,397,369.32 2,537,864.57Grants Receivable 2,379,994.36 2,011,170.75 1,436,719.11 1,889,871.54 1,929,021.69Other Accounts Receivable 2,017.63 6,544.99 5,624.12 4,452.36 23,883.61Interfunds Receivable 1,561,104.81 1,014,409.57 796,975.75 993,829.69 796,039.02

7,718,858.47 6,950,311.88 6,784,937.83 6,285,522.91 5,286,808.89

7,731,146.72$ 7,031,584.59$ 6,788,153.33$ 6,352,574.97$ 5,389,691.54$

B LIABILITIES, RESERVES AND FUND BALANCE

-

1 Animal Control Fund

0 Interfunds Payable $ 21,104.11$ 2,975.42$ 66,684.18$ 84,274.90$ Due to State of New Jersey 310.00 137.80 225.60 367.88 2,566.60Accounts Payable 2,877.15Reserve for Expenditures 11,978.25 60,030.80 14.48 29,099.00

12,288.25 81,272.71 3,215.50 67,052.06 118,817.65

General Trust FundInterfunds Payable 741.40 90,711.72 100,394.85 15,127.46Due to State of New Jersey 18,788.76 19,774.65 10,186.52 12,234.01 19,161.57Inspection Fees Payable 2,517.00 21,589.00 4,376.00Special Programs 50,656.16Other Deposits 411,266.28Expenditure Reserves 4,885,511.73 4,273,720.38 4,060,683.51 3,429,597.37 2,003,152.12Accounts Payable 5,259.00 31,022.00 38,020.00Payroll Deductions Payable 271,950.12 297,757.54 349,233.48 285,200.35 312,521.38Reserves for Grant Expenditures 2,540,090.86 2,140,117.91 2,268,863.60 2,427,074.33 2,180,324.55Prepaid Revenue 196,611.00Reserve for Program Income 102,188.37Reserve for Claims 134,080.00

7,718,858.47 6,950,311.88 6,784,937.83 6,285,522.91 5,270,873.89

7,731,146.72$ 7,031,584.59$ 6,788,153.33$ 6,352,574.97$ 5,389,691.54$ ____________________See accompanying notes to financial statements.


COMPARATIVE BALANCE SHEET - GENERAL CAPITAL FUND


Cash 1,525,916.37$ 1,533,413.18$ 73,227.67$ 3,499,204.11$ 2,559,793.54$ Deferred Charges to Future Taxation: Funded 18,437,857.08 19,250,193.87 20,113,599.38 21,336,129.78 7,687,698.40 Unfunded 25,237,871.57 23,426,688.57 21,508,963.57 16,806,984.57 27,486,421.72Grants Receivable 2,422,087.93 2,681,285.00 2,003,785.00 1,001,285.00Interfunds Receivable 4,497.20

B 47,623,732.95$ 46,891,580.62$ 43,704,072.82$ 42,643,603.46$ 37,733,913.66$

-1

1 LIABILITIES, RESERVES AND FUND BALANCE

Serial Bonds Payable 17,989,000.00$ 18,814,000.00$ 19,574,000.00$ 20,694,000.00$ 7,340,000.00$ Bond Anticipation Notes 14,693,452.00 10,275,732.00 1,136,396.00 10,603,000.00Loans Payable 448,857.08 436,193.87 539,599.38 642,129.78 347,698.40Improvement Authorizations: Funded 1,207,062.47 3,596,057.23 4,475,840.22 5,887,164.27 70,584.51 Unfunded 13,071,130.51 12,601,529.16 17,914,425.27 15,321,564.67 17,807,308.22Accounts Payable 1,525,198.44Interfunds Payable 1,000,000.00 78,163.79 40,100.00Capital Improvement Fund 133,729.09 141,016.09 53,911.09 10,680.09 24.09Fund Balance 80,501.80 27,052.27 9,900.86 9,900.86

47,623,732.95$ 46,891,580.62$ 43,704,072.82$ 42,643,603.46$ 37,733,913.66$

Bonds and Notes Authorized but Not Issued 10,544,419.57$ 13,150,956.57$ 20,372,567.57$ 16,806,984.57$ 16,883,421.72$

____________________



Operating FundCash and Investments 801,077.49$ 916,869.43$ 1,105,758.03$ 1,259,941.94$ 1,817,561.37$ Interfunds Receivable 5,953.45 26,384.72 25,000.00Receivables and Inventory with Full Reserves: Consumer Accounts Receivable 722,945.91 809,947.36 840,171.18 1,334,313.94 1,320,410.74

1,524,023.40 1,726,816.79 1,951,882.66 2,620,640.60 3,162,972.11

Capital FundCash 1,094,794.37 270,379.71 1,516,826.73 1,556,303.61 1,542,292.94Interfunds Receivable 1,000,000.00 79,897.25 40,100.00Fixed Capital 18,423,788.43 18,423,788.43 17,698,788.43 17,698,788.43 17,342,369.56Fixed Capital Authorized and Uncompleted 4,657,000.00 4,312,000.00 5,037,000.00 4,584,000.00 5,165,000.00

24,175,582.80 24,006,168.14 24,252,615.16 23,918,989.29 24,089,762.50

25,699,606.20$ 25,732,984.93$ 26,204,497.82$ 26,539,629.89$ 27,252,734.61$

LIABILITIES, RESERVES AND FUND BALANCE

Operating FundLiabilities: Encumbrances 103,171.10$ 85,420.92$ 116,093.81$ 119,073.66$ 86,343.62$ Appropriation Reserves 443,221.17 413,560.29 378,521.24 327,009.63 418,961.20 Accounts Payable 17,988.00 4,000.00 68,689.90 Interfunds Payable 8,883.04 26,733.46 25,000.00 Accrued Interest Payable 5,688.54 5,688.54 14,820.01 7,862.51 10,460.42 Overpaid Water Rents 64,760.66 68,099.10 37,174.84 19,634.83 20,067.07

616,841.47 599,639.89 550,609.90 569,003.99 560,832.31Reserve for Receivables 722,945.91 809,947.36 840,171.18 1,334,313.94 1,320,410.74Fund Balance 184,236.02 317,229.54 561,101.58 717,322.67 1,281,729.06

1,524,023.40 1,726,816.79 1,951,882.66 2,620,640.60 3,162,972.11

Capital FundInterfunds Payable 4,715.02Serial Bonds Payable 4,140,000.00 4,632,000.00 5,207,000.00 3,550,000.00Bond Anticipation Notes 2,634,500.00Water Supply Rehabilitation Loan 45,264.82Improvement Authorizations: Funded 1,708,726.69 1,831,998.46 2,027,752.62 2,150,641.77 130,353.29 Unfunded 2,101,567.68 1,808,881.25 1,854,859.09 1,403,059.09 3,310,448.53Accounts Payable 5,767,000.00 57,591.12Reserves for: Amortization 16,027,788.43 15,535,788.43 14,925,788.43 14,330,788.43 14,094,104.74 Deferred Amortization 197,250.00 180,000.00 215,000.00 250,000.00 250,000.00Capital Improvement Fund 250.00 17,500.00 17,500.00 17,500.00 17,500.00

24,175,582.80 24,006,168.14 24,252,615.16 23,918,989.29 24,089,762.50

25,699,606.20$ 25,732,984.93$ 26,204,497.82$ 26,539,629.89$ 27,252,734.61$

Bonds and Notes Authorized but Not Issued 2,715,750.00$ 2,388,000.00$ 2,388,000.00$ 1,935,000.00$ 1,933,500.00$

____________________



COMPARATIVE BALANCE SHEET - WATER UTILITY

B-12


COMPARATIVE STATEMENT OF OPERATIONS AND CHANGE IN FUND BALANCE - WATER UTILITY

2010 2009 2008 2007 2006

Revenue and Other Income RealizedWater Rents 6,832,034.86$ 6,848,029.61$ 7,100,717.87$ 6,482,408.60$ 6,204,925.66$ Miscellaneous Revenue Anticipated 117,745.66 122,993.96 145,600.12 325,403.42 156,920.66Other Credits to Income: Appropriation Reserves Lapsed 343,533.93 269,458.61 112,725.11 128,080.27 364,253.11 Accounts Payable Cancelled 1,874.31 41,535.81 Water Rent Overpayments Cancelled 189.53

7,293,503.98 7,242,356.49 7,400,578.91 6,935,892.29 6,726,099.43

ExpendituresBudget and Emergency Appropriations: Operations: Salaries and Wages 2,160,000.00 1,974,750.00 1,914,000.00 1,832,710.00 1,658,000.00 Other Expenses 342,750.00 335,200.00 307,800.00 248,500.00 189,000.00Other Operations 3,869,600.00 3,828,765.00 3,711,200.00 3,155,000.00 2,658,711.72

B Capital Outlay 25,000.00

- Debt Service 666,547.50 765,913.53 848,800.00 836,088.68 843,446.09

1 Deferred Charges 538.28

3 Statutory Expenditures 237,600.00 331,600.00 275,000.00 228,000.00 164,000.007,276,497.50 7,236,228.53 7,056,800.00 6,300,298.68 5,538,696.09

Excess (Deficit) in Revenue 17,006.48 6,127.96 343,778.91 635,593.61 1,187,403.34

Fund BalanceBalance January 1 317,229.54 561,101.58 717,322.67 1,281,729.06 1,804,325.72

334,236.02 567,229.54 1,061,101.58 1,917,322.67 2,991,729.06

Decreased by: Anticipated as Current Fund Revenue 150,000.00 250,000.00 500,000.00 1,200,000.00 1,710,000.00

Balance December 31 184,236.02$ 317,229.54$ 561,101.58$ 717,322.67$ 1,281,729.06$

____________________See accompanying notes to financial statements.

NOTES TO FINANCIAL STATEMENTS

B-14


NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Reporting Entity

The Township is managed under the policies of the Mayor and Township Council which are elected by the people for three-year terms. The terms of the governing body are staggered so that in one election year the Mayor and three Councilmen-at-large are elected; in the second year, one Councilman representing each of the three wards is elected; and in the third year, no members of the governing body are elected. Elections are conducted on a partisan basis, with the political parties nominating candidates in the primary election, and the voters electing candidates in the general election from amongst the persons nominated in the primary election. The Mayor is the presiding officer of the Township Council and is Chief Executive of the community. The Township Council serves as the governing body of the Township, and has the power to organize and regulate the internal affairs of the Township. The governing body adopts the Township’s budget, authorizes the issuance of bonds and other obligations, levies taxes, and appropriates and authorizes expenditure of Township monies. The Mayor and Township Council appoint the Township Administrator and all other Township employees, as well as appointees to Boards, Commissions and Committees. The Mayor and Township Council, in addition to establishing the policies under which the Township is managed, are a local legislature and have the power to adopt, amend, and repeal such ordinances and resolutions as may be required for the good government of the Township. The Township Administrator is responsible for the preparation of the municipal budget document for the consideration of the governing body. The Administrator is responsible for maintenance of sound personnel policies and administrative practices, as well as the implementation of the policies of the Mayor and Township Council, and the running of the local government on a day-to-day basis. Governmental Accounting Standards Board (GASB) Statement No. 14 establishes certain standards for defining and reporting on the financial reporting entity. In accordance with these standards, the reporting entity should include the primary government and those component units that are fiscally accountable to the primary government. The financial statements of the Township of Bloomfield include every board, body, officer or commission supported and maintained wholly or in part by funds appropriated by the Township, as required by the provisions of N.J.S. 40A:5-5. Description of Funds The Governmental Accounting Standards Board (GASB) is the recognized standard setting body for establishing governmental accounting and financial reporting principles. The GASB establishes seven fund types and two account groups to be used by governmental units when reporting financial position and results of operations in accordance with generally accepted accounting principles (GAAP).

B-15

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) B. Description of Funds (Continued)

The accounting policies of the Township of Bloomfield conform to the accounting principles applicable to municipalities that have been prescribed by the Division of Local Government Services, Department of Community Affairs, State of New Jersey. Such principles and practices are designed primarily for determining compliance with legal provisions and budgetary restrictions and as a means of reporting on the stewardship of public officials with respect to public funds. Under this method of accounting, the Township of Bloomfield accounts for its financial transactions through the following separate funds that differ from the fund structure required by generally accepted accounting principles:

Current Fund - Encompasses resources and expenditures for basic governmental operations. Fiscal activity of Federal and State grant programs are reflected in a segregated section of the Current Fund. Trust Funds - The records of receipts, disbursements and custodianship of monies in accordance with the purpose for which each account was created are maintained in Trust Funds. These include the Animal Control Trust Fund and General Trust Fund. The General Trust Fund encompasses accounts of activity for Federal Housing and Urban Development Grants, Payroll Deductions, Self-Insurance Reserves, Special Deposits and other purposes. General Capital Fund - The receipts and expenditure records for the acquisition of general infrastructure and other capital facilities, other than those acquired in the Current Fund, are maintained in this Fund, as well as, related long-term debt accounts. Utility Fund - The Water Utility is treated as a separate entity. It maintains its own Operating and Capital Funds which reflect revenue, expenditures, stewardship, acquisitions of utility infrastructure and other capital facilities, debt service, long-term debt and other related activity.

Public Assistance Trust Fund - Receipts and disbursements of funds that provide assistance to certain residents of the Township of Bloomfield pursuant to the provisions of Title 44 of the New Jersey statutes are maintained in the Public Assistance Trust Fund. The Trust Fund has been closed and administration of the General Assistance Program was transferred to the County of Essex effective April 1, 1998. Free Public Library - Budget Appropriations and State Aid are transferred to the Free Public Library bank account and are expended with the approval of the Library for its purposes. Interest on investments, Library fines and other revenue are retained by the Library and expended therefrom. The Library is the subject of a separate audit report. Capital Fixed Assets - These accounts reflect estimated valuations of land, buildings and certain movable fixed assets of the Township as discussed under the caption of "Basis of Accounting".

C. Basis of Accounting

The accounting principles and practices prescribed for municipalities by the Division of Local Government Services, Department of Community Affairs, State of New Jersey, differ in certain respects from generally accepted accounting principles. The accounting system is maintained on the modified accrual basis with certain exceptions. Significant accounting policies in New Jersey are summarized as follows:

Property Taxes and Other Revenue Property taxes and other revenue are realized when collected in cash or approved by regulation for accrual from certain sources of the State of New Jersey and the Federal Government. Accruals of taxes and other revenue are otherwise deferred as to realization by the establishment of offsetting reserve accounts. GAAP requires such revenue to be recognized in the accounting period when they become susceptible to accrual, reduced by an allowance for doubtful accounts.

B-16

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) C. Basis of Accounting (Continued)

Grant Revenue Federal and State grants, entitlements or shared revenue received for purposes normally financed through the Current Fund are recognized when anticipated in the Township of Bloomfield’s budget. GAAP requires such revenue to be recognized in the accounting period when they become susceptible to accrual. Expenditures Expenditures for general and utility operations are generally recorded on the accrual basis. Unexpended appropriation balances, except for amounts that may have been cancelled by the governing body or by statutory regulation, are automatically recorded as liabilities at December 31st of each year, under the title of "Appropriation Reserves". Amounts unexpended at the end of the second year are lapsed and are recorded as income. Grant appropriations are charged upon budget adoption to create separate spending reserves. Budgeted transfers to the Capital Improvement Fund are recorded as expenditures to the extent permitted by law. Expenditures from Trust and Capital Funds are recorded upon occurrence and charged to accounts statutorily established for specific purposes. Budget Appropriations for interest on General Capital Long-Term Debt is raised on the cash basis and is not accrued on the records; interest on Utility Debt is raised on the accrual basis and so recorded. GAAP requires expenditures to be recognized in the accounting period in which the fund liability is incurred, if measurable, except for unmatured interest on general long-term debt, which should be recognized when due. Encumbrances As of January 1, 1986 all local units were required by Technical Accounting Directive No. 85-1, as promulgated by the Division of Local Government Services, to maintain an encumbrance accounting system. The directive states that contractual orders outstanding at December 31st are reported as expenditures through the establishment of an encumbrance payable. Encumbrances do not constitute expenditures under GAAP. Appropriation Reserves Appropriation reserves are available, until lapsed at the close of the succeeding year, to meet specific claims, commitments or contracts incurred during the preceding year. Lapsed appropriation reserves are recorded as additions to income. Appropriation reserves do not exist under GAAP. Compensated Absences Expenditures relating to obligations for unused vested accumulated sick pay are not recorded until paid. GAAP requires that the amount that would normally be liquidated with expendable available financial resources be recorded as an expenditure in the operating funds and the remaining obligations be recorded as a long-term obligation.

B-17


Property Acquired for Taxes Property Acquired for Taxes (Foreclosed Property) is recorded in the Current Fund at the assessed valuation during the year when such property was acquired by deed or foreclosure and is offset by a corresponding reserve account. GAAP requires such property to be recorded in the capital fixed assets at market value on the date of acquisition. Self-Insurance Contributions Contributions to self-insurance funds are charged to budget appropriations. GAAP requires that payments be accounted for as an operating transfer and not as an expenditure. Interfunds Receivable Interfunds Receivable in the Current Fund are generally recorded with offsetting reserves that are established by charges to operations. Collections are recognized as income in the year that the receivables are realized. Interfunds Receivable of all other funds are recorded as accrued and are not offset with reserve accounts. Interfunds Receivable of one fund are offset with Interfunds Payable of the opposite fund. GAAP does not require the establishment of an offsetting reserve. Inventories of Supplies Materials and supplies purchased by all funds are recorded as expenditures. An annual inventory of materials and supplies for the Water Utility is required, by regulation, to be prepared by Township personnel for inclusion on the Water Utility Operating Fund balance sheet. Annual changes in valuations, offset with a Reserve Account, are not considered as affecting results of operations. The inventory of material and supplies for the Water Utility was fully depleted at December 31, 2009. Materials and supplies of other funds are not inventoried nor included on their respective balance sheets.

Capital Fixed Assets General:

In accordance with Technical Accounting Directive No. 85-2, Accounting for Governmental Fixed Assets, as promulgated by the Division of Local Government Services, which differs in certain respects from generally accepted accounting principles, the Township of Bloomfield has developed a fixed asset accounting and reporting system. Capital fixed assets used in governmental operations (general fixed assets) are accounted for in the Capital Fixed Assets. Public domain (“infrastructure”) general fixed assets consisting of certain improvements other than buildings, such as roads, bridges, curbs and gutters, streets and sidewalks and drainage systems are not capitalized. Acquisitions of land, buildings, machinery, equipment and other capital assets are recorded on a perpetual fixed asset record.

Vehicles, furniture, equipment and other items are reflected at replacement values at time of inventory preparation. Additions to the established fixed assets are valued at cost. Land and buildings are reflected at 1987 assessed valuations adjusted by the County’s 1987 ratio of 38.92% to true value. Depreciation of assets is not recorded as an operating expense of the Township.

B-18


Capital Fixed Assets (Continued)

Utilities:

Capital acquisitions, including utility infrastructure costs of the Water Utility, are recorded at cost upon purchase or project completion in the Fixed Capital Account of the utility. The Fixed Capital Accounts are adjusted for dispositions or abandonments. The accounts include movable fixed assets of the Utility but are not specifically identified and are considered as duplicated in the Capital Fixed Assets. The duplication is considered as insignificant on its effect on the financial statements taken as a whole. Utility improvements that may have been constructed by developers are not recorded as additions to Fixed Capital. Fixed Capital of the Utility are offset by accumulations in Amortization Reserve Accounts. The accumulations represent costs of fixed assets purchased with budgeted funds or acquired by gift as well as grants, developer contributions or liquidations of related bonded debt and other liabilities incurred upon fixed asset acquisition. The Fixed Capital Accounts reflected herein are as recorded in the records of the municipality and do not necessarily reflect the true condition of such Fixed Capital. The records consist of a control account only. Detailed records are not maintained.

D. Basic Financial Statements

The GASB Codification also defines the financial statements of a governmental unit to be presented in the general purpose financial statements to be in accordance with GAAP. The Township of Bloomfield presents the financial statements listed in the table of contents which are required by the Division of Local Government Services and which differ from the financial statements required by GAAP. In addition, the Division requires the financial statements listed in the table of contents to be referenced to the supplementary schedules. This practice differs from GAAP.

2. CASH, CASH EQUIVALENTS AND INVESTMENTS

A. Cash and Cash Equivalents New Jersey statutes permit the deposit of public funds in institutions located in New Jersey, which are insured by the Federal Deposit Insurance Corporation (FDIC) or any other agencies of the United States that insures deposits or the State of New Jersey Cash Management Fund. The State of New Jersey Cash Management Fund is authorized by statute and regulations of the State Investment Council to invest in fixed income and debt securities that mature or are redeemed within one year. Twenty-five percent of the Fund may be invested in eligible securities that mature within two years provided, however, the average maturity of all investments in the Fund shall not exceed one year. Collateralization of Fund investments is generally not required. In addition, by regulation of the Division of Local Government Services, municipalities are allowed to deposit funds in the Municipal Bond Insurance Association (MBIA) through their investment company, the Municipal Investors Service Corporation.

B-19

2. CASH, CASH EQUIVALENTS AND INVESTMENTS (Continued) A. Cash and Cash Equivalents (Continued)

In accordance with the provisions of the Governmental Unit Deposit Protection Act of New Jersey, public depositories are required to maintain collateral for deposits of public funds that exceed insurance limits as follows:

The market value of the collateral must equal five percent of the average daily balance of public funds or If the public funds deposited exceed 75 percent of the capital funds of the depository, the depository must provide collateral having a market value equal to 100 percent of the amount exceeding 75 percent.

All collateral must be deposited with the Federal Reserve Bank, The Federal Home Loan Bank Board or a banking institution that is a member of the Federal Reserve System and has capital funds of not less than $25,000,000.00.

B. Investments New Jersey statutes permit the Township to purchase the following types of securities:

Bonds or other obligations of the United States of America or obligations guaranteed by the United States of America. This includes instruments such as Treasury bills, notes and bonds.

Government money market mutual funds.

Any federal agency or instrumentality obligation authorized by Congress that matures within

397 days from the date of purchase, and has a fixed rate of interest not dependent on any index or external factors.

Bonds or other obligations of the local unit or school districts of which the local unit is a part.

Any other obligations with maturities not exceeding 397 days, as permitted by the Division of

Investments.

Local government investment pools, such as New Jersey CLASS, and the New Jersey Arbitrage Rebate Management Program.

New Jersey State Cash Management Fund.

Repurchase agreements of fully collateralized securities, subject to special conditions.

In addition, a variety of State Laws permit Local Government to invest in a wide range of

obligations issued by State Government and its agencies.

A Confidential Funds Account maintained by the Police Department was established July 2006 for the purpose of police investigation expenses. The account was mandated by the County of Essex for the purpose of confidentiality in connection with expenditures related to law enforcement. The above account is not reflected in the financial statements of the audit. As of December 31, 2010, the Township had funds invested and on deposit in checking. These funds constitute “deposit with financial institutions” as defined by GASB Statement No. 3 and amended by GASB No. 40.

B-20

3. TAXES AND TAX TITLE LIENS RECEIVABLE Property assessments are determined on true values and taxes are assessed based upon these values. The residential tax bill includes the levies for the Township, County and School (and any special districts) purposes. Certified adopted budgets are submitted to the County Board of Taxation by each taxing district. The tax rate is determined by the board upon the filing of these budgets. The tax bills are mailed by the Tax Collector annually in June and are payable in four quarterly installments due the first of August and November of the current year and a preliminary billing due the first of February and May of the subsequent year. The August and November billings represent the third and fourth quarter installments and are calculated by taking the total year tax levy less the preliminary first and second quarter installments due February and May. The preliminary levy is based on one-half of the current year’s total tax. Tax installments not paid by the above due dates are subject to interest penalties determined by a resolution of the governing body. The rate of interest in accordance with the aforementioned resolution is 8% per annum on the first $1,500 of delinquency and 18% on any delinquency in excess of $1,500. The resolution also sets a grace period of ten days before interest is calculated. In addition, any delinquency in excess of $10,000 at the end of the calendar year is subject to a 6% penalty on the unpaid balance. Taxes unpaid on the 11th day of the eleventh month in the fiscal year when the taxes become in arrears are subject to the tax sale provisions of the New Jersey statutes. The municipality may institute in rem foreclosure proceedings after six months from the date of the sale if the lien has not been redeemed. The following is a five-year comparison of certain statistical information relative to property taxes and property tax collections for the current and previous four years.

Comparative Schedule of Tax Rates

2010* 2009 2008 2007 2006

Tax Rate 3.077$ 6.095$ 5.892$ 5.45$ 5.11$

Apportionment of Tax Rate: Municipal 1.164$ 2.240$ 2.159$ 1.94$ 1.79$ Municipal Open Space 0.010 0.010 0.010 0.01 0.01 County 0.464 0.952 0.952 0.90 0.88 County Open Space 0.018 0.038 0.039 0.02 0.02 School 1.421 2.855 2.732 2.58 2.41

Net Valuation Taxable

Year Amount

2010 * 4,364,017,800.00$ 2009 2,075,455,300.00 2008 2,082,016,600.00 2007 2,082,553,700.00 2006 2,086,728,800.00

*A revaluation was performed in 2009 and became effective in 2010.

B-21

3. TAXES AND TAX TITLE LIENS RECEIVABLE (Continued) Comparison of Tax Levies and Collections

PercentageYear Tax Levy Collections of Collections

2010 134,898,494.20$ 132,337,185.51$ 98.10 %2009 126,946,407.31 124,278,725.45 97.89 2008 123,228,670.10 120,515,564.54 97.79 2007 113,955,402.39 111,773,914.78 98.09 2006 107,065,370.69 105,086,259.42 98.15

Delinquent Taxes and Tax Liens

Amount of Amount ofTax Title Delinquent Total

Year Liens Taxes Delinquent

2010 130,707.76$ 2,514,744.80$ 2,645,452.60$ 1.96 %2009 25,261.45 2,666,885.05 2,692,146.50 2.122008 9,451.08 2,471,084.58 2,480,535.66 2.012007 8,971.48 2,195,182.47 2,204,153.95 1.932006 8,012.28 2,119,242.61 2,127,254.89 1.98

Percentageof

Tax Levy

4. PROPERTY ACQUIRED BY TAX TITLE LIEN LIQUIDATION

The value of property acquired by liquidation of tax title liens, on the basis of the last assessed valuation of such properties in the year of acquisition, was as follows:

Year Amount

2010 168,200.00$ 2009 168,200.00 2008 180,500.00 2007 180,500.00 2006 180,500.00

5. WATER CONSUMER ACCOUNTS RECEIVABLE The Township of Bloomfield maintains a utility fund for the billing and collection of water rents. The Township is divided into six sections for the purposes of billings, which are done on a bi-monthly basis. A comparison of Water Utility billings and collections for the past five years are as follows:

Year Billing Collection

2010 6,745,033.41$ 6,832,034.86$ 2009 6,817,805.79 6,848,029.61 2008 6,606,575.11 7,100,717.87 2007 6,496,311.80 6,482,408.60 2006 6,341,221.28 6,204,925.66

Realization of prior year unpaid balances are included in the collections above.

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6. FUND BALANCES APPROPRIATED

UtilizedBalance in Budgets of

Year December 31 Succeeding Year

Current Fund: 2010 3,581,659.30$ 3,000,000.00$ 2009 3,360,341.07 3,000,000.00 2008 3,872,762.57 1,200,000.00 2007 3,370,885.58 2,701,600.00 2006 1,620,674.95 1,136,000.00

Water Utility Operating Fund: 2010 184,236.02 -

2009 317,229.54 150,000.00 *2008 561,101.58 250,000.00 *2007 717,322.67 500,000.00 *2006 1,281,729.06 1,200,000.00 *

*Amount anticipated as revenue in Current Fund Budget. 7. PENSION PLANS

Description of Systems Substantially all of the Township’s employees participate in one of the following contributory defined benefit public employee retirement systems which have been established by State statute: the Public Employees' Retirement System (PERS) or the Police and Firemen’s Retirement System (PFRS). In addition, the Township contributes to the Consolidated Police and Firemen’s Pension Fund. These systems are sponsored and administered by the New Jersey Division of Pensions and Benefits. The Public Employees' Retirement System and the Police and Firemen’s Retirement System are considered cost sharing multiple-employer plans.

Public Employees' Retirement System:

The Public Employees' Retirement System (PERS) was established in January, 1955 under the provisions of N.J.S.A. 43:15A to provide coverage including post-retirement health care to substantially all full-time employees of the State or any county, municipality, school district or public agency provided the employee is not a member of another State-administered retirement system. Membership is mandatory for such employees and vesting occurs after 8 to 10 years of service and 25 years for health care coverage. Members are eligible for retirement at age 60 with an annual benefit generally determined to be 1/55th of the average annual compensation for the highest three fiscal years' compensation for each year of membership during years of creditable service. Pension benefits for members enrolled in the system after May 21, 2010 would be based on 1/60th of the average annual compensation for the last five years of service or any five fiscal years of membership that provide the largest benefit to the member of the member’s beneficiary. Early retirement is available to those under age 60 with 25 or more years of credited service. Anyone who retires early and is under age 55 receives retirement benefits as calculated in the above-mentioned formula but at a reduced rate (one quarter of one percent for each month the member lacks of attaining age 55).

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7. PENSION PLANS (Continued) Description of Systems (Continued)

Police and Firemen’s Retirement System:

The Police and Firemen’s Retirement System (PFRS) was established in July 1944, under the provisions of N.J.S.A. 43:16A to provide coverage to substantially all full-time county and municipal police or firemen and State firemen appointed after June 30, 1944. Membership is mandatory for such employees. Members may opt for service retirement if over age 55 or special retirement at any age if they have a minimum of 25 years of service or 20 years of service if enrolled in the PFRS as of January 18, 2000. Retirement benefits vary depending on age and years of service. Chapter 428, Public Law of 1999, effective January 18, 2000, allows a member, age 55 and older with 20 or more years of service, to retire with a benefit equaling 50% of final compensation, in lieu of the regular retirement allowance available to the member. Final compensation means the compensation received by the member in the last twelve months of creditable service preceding retirement. In addition, a member of the system as of the effective date of this law may retire with 20 or more years of service with a retirement allowance of 50% of final compensation, regardless of age, and, if required to retire because of attaining the mandatory retirement age of 65, an additional 3% of final compensation for every additional year of creditable service up to 25 years.

Consolidated Police and Firemen’s Pension Fund:

The Consolidated Police and Firemen’s Retirement System (CPFPF) is a closed system with no active members and was established in January 1952 to provide coverage to municipal police and firemen who were appointed prior to July 1, 1944.

Contributions Required and Made Contributions made by employees for PERS and PFRS are currently 5.5% and 8.5% of their base wages, respectively. Employer contributions are actuarially determined on an annual basis by the Division of Pensions. Contributions to the plan for the past four (4) years are as follows:

Year Township Employees Township Employees

2010 494,439.62$ 730,221.00$ 1,729,194.22$ 4,547,736.00$ 2009 357,607.00 503,566.68 2,333,124.00 1,744,275.65 2008 466,873.60 * 645,061.00 4,171,976.00 1,715,342.04 2007 482,428.00 * 414,636.09 3,506,486.00 * 1,646,730.24

PFRSPERS

*Credits applied under the provisions of the Pension Security Act are detailed as follows:

2010 2009 2008 2007

Public Employees' Retirement System $ $ 129,012.20$ 192,971.20$

Police and Firemen's Retirement System 701,297.20

-$ -$ 129,012.20$ 894,268.40$

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7. PENSION PLANS (Continued)

Contributions Required and Made (Continued)

The Township of Bloomfield, in accordance with the provisions of Public Law 2009, c. 19 (S21), elected by resolution of the governing body to defer the 50% of their 2009 normal and accrued pension liability for the PERS and PFRS pension retirement system obligation in the amount of $2,442,236.00. This deferred pension liability will be repaid over a 15 year period starting in April 2012.

8. DEFINED CONTRIBUTION RETIREMENT PROGRAM Description of System

The Defined Contribution Retirement Program (DCRP) was established on July 1, 2007 for certain public employees under the provisions of Chapter 92, P.L. 2007 and Chapter 103, P.L. 2007. The program provides eligible members, with a minimum base salary of $1,500.00 or more, with a tax-sheltered, defined contribution retirement benefit, in addition to life insurance and disability coverage. If the eligible elected or appointed official will earn less than $5,000.00 annually, the official may choose to waive participation in the DCRP for that office or position. This waiver is irrevocable. As of May 21, 2010, the minimum base salary required for eligibility in the DCRP was increased to $5,000.00. The DCRP is jointly administered by the Division of Pensions and Benefits and Prudential Financial. This retirement program is a new pension system where the value of the pension is based on the amount of the contribution made by the employee and employer and through investment earnings. It is similar to a Deferred Compensation Program where the employee has a portion of tax deferred salary placed into an account that the employee manages through investment options provided by the employer. The law requires that three classes of employees enroll in the DCRP, detailed as follows: • All elected officials taking office on or after July 1, 2007, except that a person who is

reelected to an elected office held prior to that date without a break in service may remain in the Public Employees’ Retirement System (PERS).

• A Governor appointee with the advice and consent of the Legislature or who serves at the

pleasure of the Governor only during that Governor’s term of office. • Other employees commencing service after July 1, 2007, pursuant to an appointment by an

elected official or elected government body which include the statutory untenured chief administrative officer such as the Business Administrator, County Administrator or Municipal or County Manager, Department Heads, Legal Counsel, Municipal or County Engineer, Municipal Prosecutor and the Municipal Court Judge.

Notwithstanding the foregoing requirements other employees who hold a professional license or certificate or meet other exceptions are permitted to remain to join or remain in PERS. Contributions Required and Made Contributions made by employees for DCRP are currently at 5.5% of their base wages. Member contributions are matched by a 3.0% employer contribution. During the year 2010, there were no officials or employees enrolled in the DCRP.

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9. MUNICIPAL DEBT The Local Bond Law governs the issuance of bonds and notes to finance general capital expenditures. All bonds are retired in serial installments within the statutory period of usefulness. Bonds issued by the Township are general obligation bonds, backed by the full faith and credit of the Township. Pursuant to N.J.S.A. 40A:2-8, bond anticipation notes, which are issued to temporarily finance capital projects, cannot be renewed past the third anniversary unless an amount equal to at least the first legal requirement is paid prior to each anniversary and must be paid off within ten years and five months or retired by the issuance of bonds. Summary of Municipal Debt (Excluding Current and Operating Debt)

Year 2010 Year 2009 Year 2008

IssuedGeneral: Bonds and Notes 17,989,000.00$ 18,814,000.00$ 19,574,000.00$ Loans 448,857.08 436,193.87 539,599.38 Bond Anticipation Notes 14,693,452.00 10,275,732.00 1,136,396.00 Water Utility: Bonds and Notes 4,657,000.00 4,632,000.00 5,207,000.00 Total Issued 37,788,309.08 34,157,925.87 26,456,995.38

Authorized but Not IssuedGeneral: Bonds and Notes 10,544,419.57 13,150,956.57 20,372,567.57 Water Utility: Bonds and Notes 2,715,750.00 2,388,000.00 2,388,000.00 Total Authorized but Not Issued 13,260,169.57 15,538,956.57 22,760,567.57

51,048,478.65$ 49,696,882.44$ 49,217,562.95$

Summary of Statutory Debt Condition - Annual Debt Statement The summarized statement of debt condition that follows is prepared in accordance with the required method of setting up the Annual Debt Statement and indicates a statutory net debt of 0.881%.

Gross Debt Deductions Net Debt

Local School District Debt 44,994,160.00$ 44,994,160.00$ $Water Utility Debt 6,855,750.00 6,855,750.00 General Debt: General 44,752,328.65 44,752,328.65 Guaranteed by Outside Agency 16,180,000.00 16,180,000.00

112,782,238.65$ 68,029,910.00$ 44,752,328.65$

Net debt, $44,752,328.65, divided by Equalized Valuation Basis per N.J.S. 40A:2-2 $5,077,940,725.67 equals 0.881%.

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9. MUNICIPAL DEBT (Continued) Borrowing Power Under N.J.S. 40A:2-6 as Amended 3 1/2% Equalized Valuation Basis 177,727,925.40$ Net Debt 44,752,328.65

Remaining Borrowing Power 132,975,596.75$

School Debt Deductions School debt is deductible up to the extent of 4.0% of the Average Equalized Assessed Valuations of real property for the Local School District. Calculation of “Self-Liquidating Purposes” Water Utility per N.J.S. 40A:2-45 Fund Balance and Cash Receipts from Fees, Rents or Other Charges for Year 6,949,780.52$

Deductions: Operating and Maintenance Cost 6,609,950.00$ Debt Service per Water Utility Operating Fund 666,547.50

7,276,497.50

Deficit in Revenue (326,716.98)$

There being a deficit in revenue, all Water Utility Debt is deductible for Debt Statement purposes. The foregoing debt information is in agreement with the Annual Debt Statement filed by the Chief Financial Officer, except for minor changes in the calculation of self-liquidating purposes. As of December 31, 2010, the Township’s long-term debt consisted of the following:

General Bonds

$5,255,000.00, 2005 Refunding Bonds due in annual installments of$685,000.00 to $760,000.00 through February 2015, interest at 3.00%to 4.00% 3,590,000.00$

$14,474,000.00, 2007 Bonds due in annual installments of $75,000.00to $1,549,000.00 through June 2024, interest at 4.125% to 4.250% 14,399,000.00

17,989,000.00$

Water Utility Bonds

$2,255,000.00, 2005 Refunding Bonds due in annual installments of$300,000.00 to $325,000.00 through June 2015, interest at 3.00% to4.00% 1,540,000.00$

$2,772,000.00, 2007 Bonds due in annual installments of $172,000.00to $300,000.00 through June 2020, interest at 4.125% 2,600,000.00

4,140,000.00$

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9. MUNICIPAL DEBT (Continued) Intergovernmental Loans Payable The Township has an outstanding loan agreement with the New Jersey Economic Development Authority Petroleum UST Remediation, Upgrade and Closure Fund Public Loan Program. Resolution dated April 3, 2000 is for Petroleum UST Remediation, Upgrade and Closure Fund Loan dated February 22, 2000 at a zero per centum (0%) per annum in the amount of $869,246.00 for a period of up to 10 years. The balance of the loan as of December 31, 2010 is in the amount of $86,924.60. The Township has three outstanding Garden State Green Acres Preservation Trust Fund loans with the State of New Jersey, Department of Environmental Trust as follows:

Halcyon Park Redevelopment loan #0702-01-052 ata rate of 2% for a term of 20 years in the amount of$105,000.00 with semi-annual loan repayments of$3,264.62 made on January 13th and July 13th ofeach year through January 2027. 91,375.64$

Halcyon Park Redevelopment loan #0702-01-052A ata rate of 2% for a term of 20 years in the amount of$26,355.98 with semi-annual loan repayments of$819.45 made on January 5th and July 5th of eachyear through July 2027. 23,520.39

Clark's Pond loan #0702-04-040 at a rate of 2% for aterm of 20 years in the amount of $250,000.00 withsemi-annual loan repayments of $7,772.90 made onJanuary 16th and July 16th of each year throughJanuary 2027. 217,561.05

Bloomfield Skate Park loan #0702-05-023 at a rate of2% for a term of 20 years in the amount of $116,400.00with semi-annual loan repayments of $3,619.06 madeon March 11th and September 11th of eah year throughMarch 2030. 116,400.00

Bond Anticipation Notes Outstanding Bond Anticipation Notes are summarized as follows:

Original Interest Issue Rate Amount

General Capital 11-20-08 1.04% 681,836.00$ 01-22-09 1.50% 3,416,616.00 07-23-09 1.75% 5,950,000.00 06-24-10 2.00% 1,500,000.00 11-23-10 1.04% 3,145,000.00

14,693,452.00$

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9. MUNICIPAL DEBT (Continued) Bond Anticipation Notes (Continued) Statutory requirements for providing sums equivalent to legally payable installments for the redemption of notes (Budget Appropriations) and permanent funding (Bond Issues) are summarized as follows:

Permanent

Original Legal Funding Note Installments Required

Issued Due as of May 1

2008 2011 - 2018 20192009 2012 - 2019 20202010 2013 - 2020 2021

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9. MUNICIPAL DEBT (Continued)

Schedule of Annual Debt Service for Principal and Interest for Loans and Bonded Debt Issued and Outstanding

Fiscal Grand General Obligation Municipal Bonds Capital Improvement Loans Water Utility Bonds Year Total Total Principal Interest Total Principal Interest Total Principal Interest

2011 2,456,509.56$ 1,755,182.50$ 1,040,000.00$ 715,182.50$ 30,952.06$ 22,084.79$ 8,867.27$ 670,375.00$ 515,000.00$ 155,375.00$ 2012 2,406,068.91 1,705,232.50 1,030,000.00 675,232.50 30,952.03 22,528.68 8,423.35 669,884.38 535,000.00 134,884.38 2013 2,170,375.58 1,466,172.50 1,120,000.00 346,172.50 30,740.58 22,981.53 7,759.05 673,462.50 560,000.00 113,462.50 2014 2,149,794.04 1,473,191.25 1,165,000.00 308,191.25 30,752.79 23,443.45 7,309.34 645,850.00 555,000.00 90,850.00 2015 2,327,678.31 1,677,538.75 1,135,000.00 542,538.75 30,952.06 23,914.65 7,037.41 619,187.50 550,000.00 69,187.50 2016 2,031,097.06 1,696,520.00 1,200,000.00 496,520.00 30,952.06 24,395.34 6,556.72 303,625.00 250,000.00 53,625.00 2017 2,044,737.68 1,695,988.75 1,250,000.00 445,988.75 30,952.05 24,885.69 6,066.36 317,796.88 275,000.00 42,796.88 2018 2,055,284.55 1,693,395.00 1,300,000.00 393,395.00 30,952.05 25,385.90 5,566.15 330,937.50 300,000.00 30,937.50

B 2019 2,038,253.30 1,688,738.75 1,350,000.00 338,738.75 30,952.05 25,896.14 5,055.91 318,562.50 300,000.00 18,562.50

- 2020 2,019,159.56 1,682,020.00 1,400,000.00 282,020.00 30,952.06 26,416.66 4,535.40 306,187.50 300,000.00 6,187.50

2 2021 1,704,190.81 1,673,238.75 1,450,000.00 223,238.75 30,952.06 26,947.64 4,004.42

9 2022 1,692,409.54 1,661,457.50 1,500,000.00 161,457.50 30,952.04 27,489.27 3,462.77 2023 1,628,659.56 1,597,707.50 1,500,000.00 97,707.50 30,952.06 28,041.83 2,910.23 2024 1,612,868.31 1,581,916.25 1,549,000.00 32,916.25 30,952.06 28,605.46 2,346.60 2025 30,952.05 30,952.05 29,180.43 1,771.62 2026 30,952.05 30,952.05 29,766.95 1,185.10 2027 19,914.53 19,914.53 19,327.77 586.76 2028 7,238.12 7,238.12 6,921.26 316.86 2029 7,238.13 7,238.13 7,060.38 177.75 2030 3,619.10 3,619.10 3,583.26 35.84

28,437,000.75$ 23,048,300.00$ 17,989,000.00$ 5,059,300.00$ 532,831.99$ 448,857.08$ 83,974.91$ 4,855,868.76$ 4,140,000.00$ 715,868.76$

The above debt payment schedules were prepared on a cash basis.

The above Capital Improvement Loan Schedule was abstracted from the Debt Schedule provided by the New Jersey Department of Environmental Protection.Several interest items were adjusted by penny breakage amounts in order to balance with equal installments due.

The Remediation Loan is interest free and requires ten equal installments of principal payments.

9. MUNICIPAL DEBT (Continued) Bonds and Notes Authorized but Not Issued There were Bonds and Notes Authorized but Not Issued in the following amounts:

Balance Balance BalanceDec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008

General Capital Fund: General Improvements 10,544,419.57$ 13,150,956.57$ 20,372,567.57$

Water Utility Capital Fund: General Improvements 2,715,750.00$ 2,388,000.00$ 2,388,000.00$

10. SCHOOL DEBT The Board of Education of the Township of Bloomfield is a Type II school district. The members of the Board of Education are elected by the voters of the school district on the third Tuesday in April. At each annual school election the Board of Education shall submit to the voters of the district the amount of money fixed and determined in its budget, excluding interest and debt redemption charges, to be voted upon for use of the public schools of the district for the ensuing school year.

11. INTERFUND RECEIVABLES AND PAYABLES

As of December 31, 2010, interfund receivables and payables that resulted from various interfund transactions were as follows:

Due from Due toFund Other Funds Other Funds

Current Fund 135,928.75$ 1,561,148.81$ State and Federal Grant Fund 135,928.75 General Trust Fund 1,561,104.81 Animal Control Trust 44.00

1,697,077.56$ 1,697,077.56$

12. DEFERRED CHARGES TO BE RAISED IN SUCCEEDING YEARS’ BUDGETS Certain expenditures are required to be deferred to budgets of succeeding years. At December 31, 2010, the following deferred charge is shown on the balance sheet, as indicated below:

To be FundedBalance 2011 Budget in Future

Dec. 31, 2010 Appropriations Periods

Current Fund: Special Emergency Appropriation 1,105,600.00$ 285,400.00$ 820,200.00$

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13. DEBT GUARANTEED BY THE TOWNSHIP OF BLOOMFIELD The gross debt of the Bloomfield Parking Authority has been guaranteed by the Township of Bloomfield and is summarized as follows:

Amount

Parking Authority: Project Note 3,700,000.00$ Revenue Bonds 12,480,000.00

16,180,000.00$

Authority

14. DEFERRED COMPENSATION PLAN

The Township of Bloomfield offers its employees a Deferred Compensation Plan created in accordance with the provisions of N.J.S. 43:15B-1 et seq., and the Internal Revenue Code, Section 457. The plan, available to all municipal employees, permits them to defer a portion of their salary until future years. The deferred compensation is not available to employees until termination, retirement, death or unforeseeable emergency. Statutory and regulatory requirements governing the establishment and operation of Deferred Compensation Plans have been codified in the New Jersey Administrative Code under the reference N.J.A.C. 5:37. The “Small Business Job Protective Act of 1996” revised several provisions of Section 457 of the Internal Revenue Code. A provision of the act required that all existing plans be modified to provide that the funds be held for the exclusive benefit of the participating employees and their beneficiaries. The Township of Bloomfield authorized such modifications to their plan by resolution of the Township Council adopted September 15, 1997. The Administrator for the Township of Bloomfield’s Deferred Compensation Plan is the Great-West Life Assurance Company and VALIC.

15. RISK MANAGEMENT

The Township maintains self-insurance bank accounts reflecting the following balance as of December 31, 2010:

Primary Coverage Account in the Amount of 984,618.48$

Additionally, the Township maintains an excess workers’ compensation and employer’s liability policy with Municipal Excess Liability Joint Insurance Fund containing the following limits:

Workers' Compensation $2,000,000 of which the first $200,000 is the Township'sresponsibility and in excess of $200,000 is covered byNational Union with no limit.

Employer's Liability $1,750,000 of which the first $200,000 is the Township'sresponsibility and in excess of $1,750,000 is covered byNational Union with a maximum of $5,000,000.

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16. CONTINGENT LIABILITIES A. Compensated Absences

The Township of Bloomfield has an Accrued Sick Policy Plan whereby eligible employees, upon retirement and 25 years of service, will receive the following:

Police and Fire:

(1) day’s pay for every (3) days accrued sick leave, without limitation on the number of accrued sick leave days, and effective January 1, 1985 an additional (1) day’s pay for every (4) days of accrued sick leave in excess of (200) days.

All Other Employees:

(1) day’s pay for every (3) days accrued sick leave, without limitation on the number of accrued sick leave days. The non-union employees have a limitation of $10,000 for accrued sick leave days.

At December 31st

, based upon each years’ pay rates for the past five years, Township officials have estimated the dollar value in unused sick days, vacation days and compensatory time accumulated. Subject to the limitations described above, these amounts could be due and payable to Township employees upon separation:

Number ofYear Amount Employees

2010 5,151,035.50$ *2009 5,548,381.32 3182008 5,777,109.83 3312007 4,749,935.33 3432006 4,811,514.25 340

*Not available at time of audit.

The above amounts represent contingent liabilities and are not reflected on the financial statements. The figures for all years have been calculated by management and are unaudited.

B. Tax Appeals As of June 23, 2011, there were ninety-three appeals pending before the New Jersey Tax Court with assessed valuations of $184,342,600.00. Potential liability was $632,000.68 and will be applied against the individual’s future taxes. The Township has not established a Reserve for Tax Appeals. Judgments favorable to the taxpayers generally extend to two years following the year judged and would also subject the Township to a liability for statutory interest based upon the amount of taxes refunded from the date of payment to the date of refund (R.S. 54:3-27.2).

C. Federal and State Awards The Township participates in several federal and state grant programs which are governed by various rules and regulations of the grantor agencies, therefore, to the extent that the Township has not complied with the rules and regulations governing the grants, refunds of any money received may be required and the collectibility of any related receivable at December 31, 2010 may be impaired. In the opinion of management, there are no significant contingent liabilities relating to compliance with the rules and regulations governing the respective grants; therefore, no provisions have been recorded in the accompanying statutory basis financial statements for such contingencies.

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16. CONTINGENT LIABILITIES (Continued)

D. Litigation The Township Attorney’s letter indicated that there are several claims against the Township. These cases are in early discovery and the outcome cannot be determined at this time.

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APPENDIX C

AUDIT REPORT FOR THE AUTHORITY FOR YEARS ENDED DECEMBER 31, 2010 AND DECEMBER 31, 2009


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LERCH, VINCI & HIGGINS, LLP

CERTIFIED PUBLIC ACCOUNTANTS

REGISTERED MUNICIPAL ACCOUNTANTS

17-17 ROUTE 208

FAIR LAWN, NJ 07410

TELEPHONE (201) 791-7100

FACSIMILE (201)791-3035

WWW.LVHCPA.COM

DIETER P. LERCH, CPA, RMA, PSA ELIZABETH A. SHICK, CPA, RMA, PSA

GARY J. VINCI, CPA, RMA, PSA ANDREW PARENTE, CPA, RMA, PSA

GARY W. HIGGINS, CPA, RMA, PSA ROBERT W. HAAG, CPA, PSA

JEFFREY C. BLISS, CPA, RMA, PSA DEBORAH K. LERCH, CPA, PSA

PAUL J. LERCH, CPA, RMA, PSA DEBRA GOLLE, CPA

DONNA L. JAPHET, CPA, PSA CINDY JANACEK, CPA, RMA

JULIUS B. CONSONI, CPA, PSA RALPH M. PICONE, CPA, RMA, PSA

EDWARD N. KERE, CPA

INDEPENDENT AUDITORS’ REPORT Honorable Chairman and Members of the Board Bloomfield Parking Authority Bloomfield, New Jersey We have audited the accompanying basic financial statements of the Bloomfield Parking Authority, a component unit of the Township of Bloomfield, as of and for the years ended December 31, 2010 and 2009. These financial statements are the responsibility of the Authority’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bloomfield Parking Authority’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Bloomfield Parking Authority as of December 31, 2010 and 2009, and the changes in its financial position and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

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In accordance with Government Auditing Standards, we have also issued our report dated April 25, 2011 on our consideration of the Bloomfield Parking Authority’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. The management’s discussion and analysis is not a required part of the basic financial statements but is supplementary information required by accounting principles generally accepted in the United States of America. We have applied certain limited procedures, which consisted principally of inquiries of management regarding the methods of measurement and presentation of the required supplementary information. However, we did not audit the information and express no opinion on it. By/s/ LERCH, VINCI & HIGGINS, LLP Certified Public Accountants Registered Municipal Accountants Fair Lawn, New Jersey April 25, 2011

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MANAGEMENT’S DISCUSSION AND ANALYSIS

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BLOOMFIELD PARKING AUTHORITY

MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2010

This section of the Bloomfield Parking Authority’s (the “Authority”) annual financial report presents our discussion and analysis of the Authority’s financial performance during the fiscal year ended December 31, 2010. Please read it in conjunction with the Authority’s financial statements and accompanying notes. The Authority was created by municipal ordinance adopted on August 4, 2003 by the Township of Bloomfield. The principal purpose of the Authority is to provide a means of addressing the current and future parking demands of the Township. The Authority began actual parking operations on July 1, 2004. Financial Highlights

• The Authority generated operating revenues of $725,166 which was comprised of $524,298 of parking fees and permits, $193,553 of parking fines, and $7,315 of other revenue.

• Operating expenses amounted to $487,570 which included $279,360 of administrative and executive

expenses, $196,503 for parking operations and $11,707 for depreciation. Parking operation expenses of $196,503 included payments to the Township for services pursuant to the intra-local agreement of $23,185 and miscellaneous expenses of $173,318.

OVERVIEW OF FINANCIAL STATEMENTS This annual financial report consists of two parts: Management’s Discussion and Analysis (this section) and the basic financial statements. The Authority follows enterprise fund reporting; accordingly, the financial statements are presented using the economic resources measurement focus and the accrual basis of accounting. Enterprise Fund statements offer short- and long-term financial information about the activities and operations of the Authority. These statements are presented in the manner prescribed by the Government Accounting Standards Board (“GASB”).

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FINANCIAL ANALYSIS OF THE AUTHORITY Net Assets – The following table summarizes the Agency’s Net Assets as of December 31, 2010, 2009 and 2008:

2010 2009 2008

Current and Other Assets 7,043,481$ 2,165,728$ 2,678,306$ Capital Assets 10,261,218 1,013,699 862,091

Total Assets 17,304,699 3,179,427 3,540,397

Long-Term Liabilities Outstanding 12,480,000 Other Liabilities 3,988,645 4,110,151 4,407,239

Total Liabilities 16,468,645 4,110,151 4,407,239

Net Assets Invested in Capital Assets, Net of Related Debt 426,790 121,440 47,027 Unrestricted 409,264 (1,052,164) (913,869)

Total Net Assets 836,054$ (930,724)$ (866,842)$

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OPERATING ACTIVITIES The following table summarizes the revenues, expenses and changes in net assets for the fiscal years ended December 31, 2010, 2009 and 2008.

2010 2009 2008OPERATING REVENUES Parking Fees and Permits 524,298$ 565,844$ 640,599$ Parking Fines 193,553 201,903 205,719 Grants 25,000 - Other 7,315 4,464 -

Total Operating Revenues 725,166 797,211 846,318

OPERATING EXPENSES Administrative and Executive 279,360 266,793 231,217 Cost of Providing Services 196,503 546,776 554,816 Depreciation 11,707 9,952 10,047

Total Operating Expenses 487,570 823,521 796,080

OPERATING INCOME (LOSS) 237,596 (26,310) 50,238

NONOPERATING REVENUES (EXPENSES) Capital Grants 49,210 Investment Earnings 2,988 6,563 15,689 Interest Expense (77,510) (82,073) (142,376) Contribution from Township of Bloomfield 1,575,001 Amortization of Original Issue Premium 40,617 Amortization of Debt Issuance Costs (11,914) (11,272) (3,009)

Total Nonoperating Revenues (Expenses) 1,529,182 (37,572) (129,696)

CHANGE IN NET ASSETS 1,766,778 (63,882) (79,458)

Total Net Assets, Beginning of Year (930,724) (866,842) (787,384)

Total Net Assets, End of Year 836,054$ (930,724)$ (866,842)$

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DEBT ADMINISTRATION/CAPITAL ASSETS Capital Assets as of December 31, 2010, 2009 and 2008 were as follows:

2010 2009 2008Capital Assets: Land 8,920,198$ Land Improvements 18,645 Property and Equipment 93,228 68,810$ 68,094$ Construction in Progress 1,271,873 975,908 815,064

Total Capital Assets 10,303,944 1,044,718 883,158

Less: Accumulated Depreciation (42,726) (31,019) (21,067)

Total Capital Assets (Net of Accumulated Depreciation) 10,261,218$ 1,013,699$ 862,091$ Additional information on the Authority’s capital assets can be found in the Notes to the Basic Financial Statements. Capital Debt The Authority had the following outstanding debt as of December 31, 2010, 2009 and 2008. 2010 2009 2008

Revenue Bonds Payable $12,480,000 Project Notes Payable 3,700,000 $4,000,000 $4,375,000 $16,180,000 $4,000,000 $4,375,000

Additional information on the Authority’s capital debt can be found in the Notes to the Basic Financial Statements.

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ECONOMIC FACTORS AND NEXT YEAR’S BUDGET The adopted calendar year 2011 budget was approved by the Division of Local Government Services in December of 2010. The following is anticipated to be undertaken during calendar year 2011:

• Continued adherence to the adopted five year plan to reconfigure and improve existing facilities, upgrade and replace meter equipment, stricter controls on collection and inventory procedures.

• Purchase and installation of multi space meter machines in parking facilities as per the recommendations of the parking consultant.

• In the planning stages as part of continued efforts to construct a parking garage in a desired location in the redevelopment area of the Township of Bloomfield.

• Continued replacement and improvements to signage in the municipal parking facilities for clearer and more efficient enforcement.

CONTACTING THE AGENCY’S FINANCIAL MANAGEMENT This financial report is designed to provide the Township of Bloomfield, New Jersey citizens with a general overview of the Authority’s finances to demonstrate the Authority’s accountability for the revenues it receives. If you have questions about this report or need additional financial information, contact the office of the Executive Director at 230 Broad Street, Bloomfield, New Jersey 07003.

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BASIC FINANCIAL STATEMENTS

EXHIBIT APage 1

BLOOMFIELD PARKING AUTHORITYCOMPARATIVE STATEMENTS OF NET ASSETS

AS OF DECEMBER 31, 2010 AND 2009

2010 2009ASSETSCurrent Assets

Unrestricted Current Assets:Cash and Cash Equivalents 395,637$ 673,322$ Prepaid Items 1,942 320,552 Intergovernmental Receivable 30,784 34,105 Security Deposits 4,100 4,100

Total Unrestricted Current Assets 432,463 1,032,079

Restricted Current Assets:Project Fund Cash and Cash Equivalents 4,206,245 16,519 Cash Held With Trustee 191,927 Capitalized Interest Account Cash and Cash Equivalents 1,811,478 Cost of Issuance Account Cash and Cash Equivalents 84,062 -

Total Restricted Current Assets 6,293,712 16,519

Total Current Assets 6,726,175 1,048,598

Noncurrent AssetsPrepaid Items - 1,108,332 Deferred Charges Debt Issuance Costs - Net 317,306 8,798 Capital Assets Land 8,920,198 Land Improvements 18,645 Property and Equipment 93,228 68,810

Less: Accumulated Depreciation (42,726) (31,019) Construction in Progress 1,271,873 975,908

Total Capital Assets (net of accumulated depreciation) 10,261,218 1,013,699

Total Noncurrent Assets 10,578,524 2,130,829

Total Assets 17,304,699 3,179,427

See Accompanying Notes to the Basic Financial Statements C-10

EXHIBIT APage 2

BLOOMFIELD PARKING AUTHORITYCOMPARATIVE STATEMENTS OF NET ASSETS

AS OF DECEMBER 31, 2010 AND 2009

2010 2009LIABILITIES

Current Liabilities Payable from Unrestricted AssetsOther Liabilities 4,279$ 3,232$ Compensated Absences Payable 3,741 6,097 Accounts Payable 5,796 Security Deposits Payable 9,383 -

Total Current Liabilities Payable from Unrestricted Assets 23,199 9,329

Current Liabilities Payable from Restricted AssetsProject Note Payable 3,700,000 4,000,000 Revenue Bonds Payable 12,480,000 - Accounts Payable 186,648 Accrued Interest Payable 78,798 100,822

Total Current Liabilities Payable from Restricted Assets 16,445,446 4,100,822

Total Current Liabilities 16,468,645 4,110,151

NET ASSETSInvested in Capital Assets, Net of Related Debt 426,790 121,440 Unrestricted 409,264 (1,052,164)

Total Net Assets 836,054$ (930,724)$

See Accompanying Notes to the Basic Financial Statements C-11

EXHIBIT BBLOOMFIELD PARKING AUTHORITY

COMPARATIVE STATEMENTS OF REVENUES, EXPENSES ANDCHANGES IN NET ASSETS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

2010 2009

OPERATING REVENUESParking Fees and Permits 524,298$ 565,844$ Parking Fines 193,553 201,903 Grants 25,000 Other 7,315 4,464

Total Operating Revenues 725,166 797,211

OPERATING EXPENSES

Administrative and Executive 279,360 266,793 Cost of Providing Services 196,503 546,776 Depreciation 11,707 9,952

Total Operating Expenses 487,570 823,521

OPERATING INCOME (LOSS) 237,596 (26,310)

NON-OPERATING REVENUES (EXPENSES)Capital Grants 49,210 Investment Earnings 2,988 6,563 Interest Expense (77,510) (82,073) Contribution from Township of Bloomfield 1,575,001 Amortization of Original Issue Premium 40,617 Amortization of Debt Issuance Costs (11,914) (11,272)

Total Non-Operating Revenues (Expenses) 1,529,182 (37,572)

CHANGE IN NET ASSETS 1,766,778 (63,882)

Total Net Assets, Beginning of Year (930,724) (866,842)

Total Net Assets, End of Year 836,054$ (930,724)$

See Accompanying Notes to the Basic Financial StatementsC-12

EXHIBIT CPage 1

2010 2009

Cash Flows from Operating ActivitiesReceipts from State of New Jersey 25,000$ Receipts from Parking Fees, Permits and Fines 721,172$ 838,900 Payments for Employees Salaries and Benefits (267,010) (215,737) Payments to Suppliers (202,423) (281,397) Receipt of Security Deposits 9,383 Receipts from Other Activities 7,315 4,464

Net Cash Provided by Operating Activities 268,437 371,230

Cash flows from Capital and Related Financing ActivitiesCapital Grants 49,210 Serial Bond Proceeds 12,480,000 Project Note Proceeds 10,700,000 Premium on Issuance of Project Notes 40,617 Principal Paid on Project Notes (11,000,000) (375,000) Interest Paid on Project Notes (222,633) (122,500) Acquisition of Land (5,920,198) Acquisition and Construction of Capital Assets (43,063) (37,385) Construction in Progress (18,845) Payment of Debt Issuance Costs (287,807) (23,787)

Net Cash Provided (Used) by Capital and Related Financing Activities 5,728,071 (509,462)

Cash Flows from Investing ActivitiesInterest Received 3,000 6,880

Net Cash Provided by Investing Activities 3,000 6,880

Net Increase (Decrease) in Cash and Cash Equivalents 5,999,508 (131,352)

Cash and Cash Equivalents, Beginning of Year 689,841 821,193

Cash and Cash Equivalents, End of Year 6,689,349$ 689,841$

Analysis of Balance at December,Unrestricted 395,637$ 673,322$ Restricted 6,293,712 16,519

6,689,349$ 689,841$

BLOOMFIELD PARKING AUTHORITYCOMPARATIVE STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


EXHIBIT CPage 2

2010 2009

Reconciliation of Operating Income (Loss) to Net Cash Provided by Operating Activities:Operating Income (Loss) 237,596$ (26,310)$ Adjustments to Reconcile Operating Income (Loss) to Net Cash

Provided by Operating Activities:Depreciation 11,707 9,952 (Increase)/Decrease in Intergovernmental Receivable 3,321 71,153 (Increase)/Decrease in Prepaid Items 1,943 316,882 Increase/(Decrease) in Compensated Absences Payable (2,356) 2,216 Increase/(Decrease) in Other Liabilities 1,047 77 Increase/(Decrease) in Security Deposits Payable 9,383 Increase/(Decrease) in Accounts Payable 5,796 (2,740)

Total Adjustments 30,841 397,540

Net Cash Provided by Operating Activities 268,437$ 371,230$

COMPARATIVE STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009



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NOTES TO THE BASIC FINANCIAL STATEMENTS

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BLOOMFIELD PARKING AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2010 AND 2009 NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Reporting Entity The Parking Authority of the Township of Bloomfield (the “Authority”) is a public body corporate and politic of the State of New Jersey. The Authority was created by a municipal ordinance adopted on August 4, 2003 by the Township of Bloomfield (the “Township”) pursuant to the provisions of the Parking Authorities Law (the “Act”) (N.J.S.A. 40:11A-1 et. seq.) The Township created the Authority for the principal purpose to provide a means of addressing the current and future parking demands of the Township including the preparation of a comprehensive and coordinated plan for the development, financing, construction, operation and/or management of parking resources and certain specific parking facilities located within the Township. The Authority began actual parking operations on July 1, 2004. The Authority is governed by a Board of Commissioners (the “Board”) consisting of five members each of whom is appointed by the Township’s governing body. The Commissioners, who receive no compensation, who are first appointed, shall be designated to serve terms of one, two, three, four and five years, respectively from the date of their appointment, but thereafter Commissioners shall be appointed for a term of five years. All vacancies shall be filled for the unexpired term. The Authority has broad powers under the Act, including, among others, the following: to retain, operate, manage and administer its property; to enforce applicable ordinances, laws and regulations as to parking of vehicles in the Township; to acquire, lease or otherwise hold and use parking projects and land; to provide for bonds and secure their payment and rights of holders thereof; to charge and collect fees and service charges for the use of its facilities and to revise such fees and service charges to ensure that the revenues of the Authority will at all times be adequate to pay all operating and maintenance expenses, including reserves and to pay the principal of and the interest on any bonds, notes or loans, and to maintain such reserves or sinking funds therefore as may be required by the terms of any contract of the Authority; and to make and enforce rules and regulations for the management of its business and affairs. The Bloomfield Parking Authority includes in its financial statements the primary government and those component units for which the primary government is financially accountable or for which the nature and significant of their relationship with the primary government is such that exclusion would cause the reporting entity’s financial statements to be misleading or incomplete. The Authority is financially accountable for an organization if the Authority appoints a voting majority of the organization’s board, and (1) the Authority is able to significantly influence the programs or services performed or provided by the organization; or (2) the Authority is legally entitled to or can otherwise access the organization’s resources; the Authority is legally obligated or has otherwise assumed the responsibility to finance the deficits of, or provide financial support to, the organization, or the Authority is obligated for the debt of the organization. Component units may also include organizations that are fiscally dependent on the Authority in that the Authority approves the budget, the issuance of debt or the levying of taxes. Based on the foregoing criteria, the Authority has no component units. The Authority would be includable as a component unit of the Township of Bloomfield on the basis of such criteria.

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BLOOMFIELD PARKING AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2010 AND 2009 NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) B. Measurement Focus, Basis of Accounting and Basis of Presentation The accounts of the Authority are organized on the basis of funds, in accordance with the Bond Resolution dated November 23, 2010, (see Note 1C), each of which is considered a separate accounting entity. The accounts are accounted for with a separate set of self-balancing accounting records that comprise its assets, liabilities, net assets, revenues and expenses. Government resources are allocated and accounted for in individual funds based upon the purposes for which they are to be spent and the means by which spending activities are controlled. The various activities are grouped into one generic fund type and one broad fund category, as follows: Proprietary Fund Types Enterprise Fund - The Enterprise Fund is used to account for governmental operations which are financed and

operated in a manner similar to private enterprises, where the intent of the governing body is that the costs (expenses, including depreciation) of providing goods or services to its users on a continuing basis be financed or recovered primarily through user charges.

The Authority’s financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. All assets and all liabilities associated with these operations are included on the Statement of Net Assets. Revenues are recorded when earned and expenses are recorded at the time liabilities are incurred, regardless of the timing of related cash flows. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Private-sector standards of accounting and financial reporting issued by the Financial Accounting Standards Board (FASB) prior to December 1, 1989, generally are followed in proprietary fund financial statements to the extent that those standards do not conflict with or contradict guidance of the Governmental Accounting Standards Board (GASB). Governments also have the option of following subsequent private-sector guidance for their business-type activities and enterprise funds, subject to this same limitation. The Authority has elected not to follow FASB guidance issued subsequent to December 1, 1989. Proprietary funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund’s principal ongoing operations. The principal operating revenues of the Authority are parking fees and parking fines. Operating expenses include the cost of operations and services, administrative expenses and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. C. Assets, Liabilities and Net Assets 1. Deposits and Investments Cash and cash equivalents are considered to be cash on hand, cash in banks, certificates of deposit and all short-term investments with original maturities of three months or less from the date of purchase. Investments are reported at market value. See Note 3 for specific disclosures on cash and investments.

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BLOOMFIELD PARKING AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2010 AND 2009 NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) C. Assets, Liabilities and Net Assets (Continued) 2. Inventory The costs of inventories are deemed immaterial and are recognized as expenses when purchased. The Authority does not record inventory on its statement of net assets. 3. Restricted Assets Under the Bond Resolution dated November 23, 2010, as amended by a Certificate of the Executive Director of the Authority, dated December 16, 2010, in connection with the Authority’s $12,480,000 Revenue Bonds (Township Guaranteed, Series 2010D) (the “Series 2010 Bonds”), the following funds and accounts are required to be created and held by the Authority’s Trustee with respect to the construction of the Project (as defined below):

A) Project Fund (Restricted) B) Revenue Fund (Restricted) C) Bond Service Fund (Restricted) D) Sinking Fund (Restricted) E) Bond Reserve Fund (Restricted) F) General Fund (Restricted) G) Rebate Fund (Restricted)

Each of the above funds is held by the trustee. The funds required to be held by the Trustee are described herein.

Project Fund - To account for all financial resources received by the Authority for the payment of costs related to (a) the design and construction of an approximately 450 car parking garage (“Parking Garage”) across the street from the Bloomfield Train Station, and the acquisition of property necessary therefor; and (b) the defeasance of the Authority’s: (i) $4,000,000 Parking Project Note (Township Guaranteed, Series 2010) (Tax-Exempt), dated and issued on February 2, 2010 and maturing on February 2, 2011; and (ii) $3,000,000 Parking Project Note (Township Guaranteed, Series 2010C) (Tax-Exempt), dated and issued on May 14, 2010 and maturing on February 2, 2011, the proceeds of which were used to acquire certain properties necessary for the Parking Garage (collectively, the “Project”). All moneys that are on deposit in the Project Fund are pledged pending their application to secure the payment of the principal and the interest on the Series 2010 Bonds. Such financial resources include funds deposited with the trustee for the Essex County Improvement Authority, on behalf of the Authority, in connection with the ECIA Bonds (See Note 5 – Authority Debt – Recovery Zone Economic Development Bonds), to pay capitalized interest on the ECIA Bonds and costs related to the issuance thereof. Revenue Fund – To account for the accumulation of Revenues, to the extent that same are deposited with the Trustee. Bond Service Fund – To account for the accumulation of resources for the payment of principal and interest due during the current fiscal year on the Series 2010 Bonds. Sinking Fund – To account for the accumulation of resources for the payment of principal and interest due on any Term Bonds.

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BLOOMFIELD PARKING AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2010 AND 2009 NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) C. Assets, Liabilities and Net Assets (Continued) Bond Reserve Fund – To account for the accumulation of resources for the payment of principal and interest due on the Series 2010 Bonds in the event that there are insufficient funds available therefor in the Bond Service Fund or the Sinking Fund. General Fund – To account for funds not yet dedicated to the service of specific, current debt or the project. Rebate Fund – To account for monies subject to rebate to the United States Government pursuant to the provisions of the Internal Revenue Code of 1986, as amended. 4. Accounts Receivable All receivables are reported at their gross value and where appropriate, are reduced by the estimated portion that is expected to be uncollectible. 5. Capital Assets All capital assets acquired or constructed by the Authority are reported as expenses in the account that finances the acquisition of the assets and are capitalized in the operating account. Capital assets are defined by the Authority as assets with an individual cost of $500 and an estimated useful life of at least two years. Such capital assets are valued at historical cost. The costs of normal maintenance and repairs that do not add to the value of the asset or materially extend assets lives are not capitalized. Construction costs are charged to construction in progress until such time as they are completed and certified by the Authority's consulting engineers, at which time they are transferred to their respective asset category and are then depreciated over their useful lives. Interest incurred during the construction phase of capital assets is included as part of the capitalized value of the assets constructed. The total interest expense incurred by the Authority during 2010 and 2009 was $200,609 and $207,866. Of these amounts, $123,099 and $125,793 were included as part of the costs of capital assets under construction for those years. Interest earned in the amounts of $12 and $317 were offset against the capitalized interest expense. All capital assets are depreciated on the straight-line method based on their asset class and estimated useful lives as follows: Assets Years Property and Equipment 5-10 Land Improvements 39

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BLOOMFIELD PARKING AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2010 AND 2009 NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) C. Assets, Liabilities and Net Assets (Continued) 6. Deferred Charges Debt Issuance Costs In connection with the Authority’s issuance of debt, the Authority incurred certain professional and printing costs. These expenses are deferred and amortized over the life of the debt. 7. Prepaid Items Certain payments to vendors and/or the Township effect costs applicable to future accounting periods and are recorded as prepaid items in the basic financial statements 8. Net Assets Restricted net assets are limited to outside third-party restrictions either by law or by other organizations or persons external to the Authority. Unrestricted net assets represent the net assets neither restricted nor invested in capital assets, net of related debt. 9. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management of the Authority to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. NOTE 2 STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY Budgetary Accounting The Authority annually prepares an operating budget. The budget is prepared in accordance with the Budget Manual for Local Public Authorities as promulgated by the Division of Local Government Services, which differs in certain respects from accounting principles generally accepted in the United States of America. The budgets serve as a plan for expenses and the proposed means for financing them. Unexpended appropriations lapse at year end. The annual budget is approved at least sixty days prior to the beginning of the fiscal year. The budgets must be approved by the Board and submitted to the Division of Local Government Services, Bureau of Authority regulation for approval prior to adoption. Budget adoptions and amendments are recorded in the Authority’s minutes. Six Year Capital budgets are also prepared. Included within the budget are individual projects along with their estimated cost, completion date and source of funding.

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BLOOMFIELD PARKING AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2010 AND 2009 NOTE 2 STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY (Continued) Budgetary Accounting (Continued) The encumbrance method of accounting is utilized by the Authority for budgetary purposes. Under this method purchase orders, contracts and other commitments for expenditures of resources are recorded to reserve a portion of the applicable budget appropriation. In accordance with accounting principles generally accepted in the United States of America, outstanding encumbrances at year-end for which goods or services are received, are classified to expenses and accounts payable. All other encumbrances in the annual budgeted funds are reversed at year-end and are either cancelled or are included as reappropriations of fund equity for the subsequent year. Encumbrances at year-end in funds that are budgeted on a project basis automatically carry forward along with their related appropriations and are not subject to annual cancellations and reappropriations. NOTE 3 DEPOSITS AND INVESTMENTS Deposits - The Authority's deposits are insured through either the Federal Deposit Insurance Corporation (FDIC), Securities Investor Protection Corporation (SIPC) or New Jersey's Governmental Unit Deposit Protection Act (GUDPA). The Authority is required to deposit their funds in a depository which is protecting such funds pursuant to GUDPA. The New Jersey Governmental Unit Deposit Protection Act requires all banks doing business in the State of New Jersey to pledge collateral equal to at least 5% of the average amount of its public deposits and 100% of the average amount of its public funds in excess of 75% of its capital funds or $200 million for all deposits not covered by the FDIC. Bank balances are insured up to $250,000 in the aggregate by the FDIC for each bank. SIPC replaces cash claims up to a maximum of $250,000 for each failed brokerage firm. At December 31, 2010 and 2009, the book value of the Authority's deposits were $587,564 and $689,815 and bank balances of the Authority's cash and deposits amounted to $634,286 and $741,008. The Authority’s deposits which are displayed on the balance sheet as “cash and cash equivalents” are categorized as: Bank Balances at December 31, Depository Account 2010 2009 Insured Unrestricted $442,359 $724,515 Uninsured and Uncollateralized Restricted 191,927 16,493 $634,286 $741,008

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BLOOMFIELD PARKING AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2010 AND 2009 NOTE 3 DEPOSITS AND INVESTMENTS (Continued) Custodial Credit Risk – Deposits – Custodial credit risk is the risk that in the event of a bank failure, the government’s deposits may not be returned to it. The Board does not have a policy for custodial credit risk. As of December 31, 2010 the Authority’s bank balances of $191,927 was exposed to custodial credit risk as follows: Depository Account Uninsured and Uncollateralized $191,927 Investments

New Jersey statutes permit the Authority to purchase the following types of investments: a. Bonds or other obligations of the United States or obligations guaranteed by the United States of America. b. Government Money Market Mutual Funds.

c. Any obligations that a federal agency or a federal instrumentality has issued, which security has a maturity date not

greater than 397 days from the date of purchase, provided that such obligation bears a fixed rate of interest.

d. Bonds or other obligations of the Authority or bonds or other obligations of school districts, which are within the Authority’s jurisdiction.

e. Bonds or other obligations, having a maturity date of not more than 397 days from the date of purchase, that are

approved by the New Jersey Department of Treasury, Division of Investments. f. Local Government investment pools.

g. Agreements for the repurchase of fully collateralized securities, if transacted in accordance with NJSA 40A:5-

15.1(8a-8e).

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BLOOMFIELD PARKING AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2010 AND 2009 NOTE 3 DEPOSITS AND INVESTMENTS (Continued) Investments As of December 31, 2010 and 2009, the Authority had the following investments:

Reported Fair2010 Amount ValueU.S. Government Security Mutual Funds: Restricted 6,101,785$ 6,101,785$

Investments Reported as "Cash and Cash Equivalents" 6,101,785$ 6,101,785$

Reported Fair2009 Amount ValueU.S. Government Security Mutual Funds: Restricted 26$ 26$

Investments Reported as "Cash and Cash Equivalents" 26$ 26$

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BLOOMFIELD PARKING AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2010 AND 2009 NOTE 4 CAPITAL ASSETS Capital asset activity for the period ended December 31, 2010 and 2009 were as follows:

Balance Balance,January 1, December 31,

2010 Increases Decreases 2010Capital assets, not being depreciated: Land 8,920,198$ 8,920,198$ Construction in Progress 975,908$ 295,965 - 1,271,873 Total capital assets, not being depreciated 975,908 9,216,163 - 10,192,071

Capital assets, being depreciated: Land Improvements 18,645 18,645 Property and Equipment 68,810 24,418 - 93,228 Total capital assets being depreciated 68,810 43,063 - 111,873

Less accumulated depreciation for: Property and Equipment (31,019) (11,707) - (42,726) Total accumulated depreciation (31,019) (11,707) - (42,726)

Total capital assets, being depreciated, net 37,791 31,356 - 69,147

Total capital assets, net 1,013,699$ 9,247,519$ -$ 10,261,218$

Balance Balance,January 1, December 31,

2009 Increases Decreases 2009Capital assets, not being depreciated: Construction in Progress 815,064$ 160,844$ - 975,908$ Total capital assets, not being depreciated 815,064 160,844 - 975,908

Capital assets, being depreciated: Property and Equipment 68,094 716 - 68,810 Total capital assets being depreciated 68,094 716 - 68,810

Less accumulated depreciation for: Property and Equipment (21,067) (9,952) - (31,019) Total accumulated depreciation (21,067) (9,952) - (31,019)

Total capital assets, being depreciated, net 47,027 (9,236) - 37,791

Total capital assets, net 862,091$ 151,608$ -$ 1,013,699$

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BLOOMFIELD PARKING AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2010 AND 2009

NOTE 5 AUTHORITY DEBT Long-Term Debt Recovery Zone Economic Development Bonds On December 29, 2010, the Essex County Improvement Authority (the “ECIA”) issued its $12,480,000 Recovery Zone Economic Development Bonds, Series 2010 (Bloomfield Parking Authority Project) (Federally Taxable – Issuer Subsidy) (Township of Bloomfield Guaranteed) (the “ECIA Bonds”). The American Recovery and Reinvestment Act of 2009 (the "Recovery Act") authorized the ECIA to issue taxable bonds known as "build America bonds" and "recovery zone economic development bonds" to finance capital expenditures for which it could otherwise issue tax-exempt bonds and receive subsidy payments from the federal government equal to 45% of the amount of each interest payment on such taxable bonds. The ECIA Bonds were issued as "build America bonds" and “recovery zone economic development bonds" under the Internal Revenue Code of 1986, as amended (the "Code"). Pursuant to a resolution adopted by the County of Essex (the “County”) on July 15, 2010, the County designated the ECIA as the entity responsible for issuing its recovery zone economic development bonds. The ECIA issued the ECIA Bonds for the purpose of making a loan to the Authority, the proceeds of which the Authority is using the finance the Project. The Authority evidenced its obligation to repay the loan from the ECIA through the issuance of the Series 2010 Bonds to the ECIA. The Authority will make debt service payments on the Series 2010 Bonds to the ECIA at such times and in such amounts as will permit the ECIA to pay make debt service payments on the ECIA Bonds to the Holders thereof. The Authority issued the Series 2010 Bonds in the aggregate principal amount of $12,480,000. The Series 2010 Bonds are dated December 29, 2010 and shall bear interest from that date, payable initially on May 15, 2011 and semiannually thereafter on November 15 and May 15 of each year, at the rates per annum specified therein. The Series 2010 Bonds mature on November 15 in each of the years 2025, 2030 and 2040. The Authority’s long-term portion of serial bonds as of December 31, 2010 and 2009 is as follows: 2010 2009 Revenue Bonds Payable $12,480,000 $ - The changes in the Authority’s long-term debt during the year ended December 31, 2010 is as follows:

Due WithinJanuary 1, Additions Reductions December 31, One Year

2010Revenue Bonds Payable -$ 12,480,000$ -$ 12,480,000$ None

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NOTE 5 AUTHORITY DEBT (Continued) Long-Term Debt (Continued) The Authority’s schedule of principal and interest for long-term debt issued and outstanding as of December 31, 2010 is as follows:

Period EndingDecember 31, Principal Interest Total

2011 948,217$ 948,217$ 2012 986,584 986,584 2013 986,584 986,584 2014 986,584 986,584 2015 986,584 986,584

2016-2020 40,000$ 4,932,556 4,972,556 2021-2025 685,000 4,846,349 5,531,349 2026-2030 1,875,000 4,427,648 6,302,648 2031-2035 3,645,000 3,440,238 7,085,238 2036-2040 6,235,000 1,595,994 7,830,994

12,480,000$ 24,137,338$ 36,617,338$

Revenue Bonds

Short-Term Debt Project Note Payable – On February 2, 2010, the Authority issued its $4,000,000 Parking Project Note (Township Guaranteed, Series 2010) (Tax-Exempt), maturing on February 2, 2011 (the “2010 Note”) and bearing interest at a rate of 1.00%. On May 14, 2010, the Authority issued its $3,000,000 Parking Project Note (Township Guaranteed, Series 2010C) (Tax-Exempt), and maturing on February 2, 2011 (the “2010C Note”) and bearing interest at a rate of 1.50%. The proceeds of these notes were used to acquire properties previously owned by private parties and by the Township of Bloomfield, some of which are necessary for the construction of the Parking Garage. On December 29, 2010, upon the Authority’s closing of the Series 2010 Bonds, the Authority deposited a portion of the proceeds thereof with an escrow agent for the purpose of defeasing these project notes. As of that date, such project notes were no longer deemed outstanding. On May 14, 2010, the Authority issued its $3,700,000 Parking Project Note (Township Guaranteed, Series 2010B) (Federally Taxable), maturing on February 2, 2011 (the “2010B Note”). The Authority issued the 2010B Note for the purposes of (i) currently refunding the principal of and interest on the Authority’s $4,000,000 Parking Project Note (Township Guaranteed, Series 2009) (Federally Taxable), dated and issued on May 14, 2009 and maturing on May 14, 2010 (the “2009 Note”) (together with any unspent proceeds from the 2009 Note and other available funds) and (ii) paying costs and expenses associated with the issuance and delivery of the 2010B Note.

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NOTE 5 AUTHORITY DEBT (Continued) Short-Term Debt (Continued) Balance, Balance, January 1, December 31 2010 Additions Deletions 2010 Project Note Payable $4,000,000 $10,700,000 $11,000,000 $3,700,000 Balance, Balance, January 1, December 31 2009 Additions Deletions 2009

Project Note Payable $4,375,000 $4,000,000 $4,375,000 $4,000,000

NOTE 6 EMPLOYEE RETIREMENT SYSTEMS The State of New Jersey sponsors and administers the following contributory defined benefit public employee retirement system (retirement system) covering substantially all state and local government employees which includes those Authority employees who are eligible for pension coverage. Public Employees’ Retirement System (PERS) – established in January 1955, under the provisions of N.J.S.A. 43:15A to provide coverage, including post-retirement healthcare for those eligible employees whose local employers elected to do so, to substantially all full-time employees of the State or any county, municipality, school district, or public agency provided the employee is not a member of another State-administered retirement system. Membership is mandatory for such employees and vesting occurs after 8 to 10 years of service for pension benefits and 25 years for post-retirement healthcare coverage.

The State of New Jersey sponsors and administers the following defined contribution public employee retirement program covering certain state and local government employees which include those Authority employees who are eligible for pension coverage. Other Pension Funds The state established and administers a Supplemental Annuity Collective Trust Fund (SACT) which is available to active members of the State-administered retirement systems to purchase annuities to supplement the guaranteed benefits provided by their retirement system. The state or local governmental employers do not appropriate funds to SACT. The cost of living increase for PERS is funded directly by the retirement system and is considered in the annual actuarial calculation of the required contribution for the system. According to state law, all obligations of the retirement system will be assumed by the State of New Jersey should the retirement system be terminated.

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NOTE 6 EMPLOYEE RETIREMENT SYSTEMS (Continued) Other Pension Funds (Continued) The State of New Jersey, Department of the Treasury, Division of Pensions and Benefits, issues publicly available financial reports that include the financial statements and required supplementary information of the retirement system and trust. The financial reports may be accessed via the New Jersey, Division of Pensions and Benefits website at www.state.nj.us/treasury/pension. Basis of Accounting The financial statements of the retirement system are prepared on the accrual basis of accounting. Employer contributions are recognized when payable to the retirement system. Benefits or refunds are recognized when due and payable in accordance with the terms of the retirement system. Investment Valuation Investments are reported at fair value. Securities traded on a national or international exchange are valued at the last reported sales price at current exchange rates. Mortgages are valued on the basis of future principal and interest payments, and are discounted at prevailing interest rates for similar instruments. The fair value of real estate investments is based on independent appraisals. Investments that do not have an established market are reported at estimated fair values. The State of New Jersey, Department of the Treasury, Division of Investment, issues publicly available financial reports that include the financial statements of the State of New Jersey Cash Management Fund, Common Pension Fund A, Common Pension Fund B, Common Pension Fund D and Common Pension Fund E. The financial reports may be obtained by writing to the State of New Jersey, Department of the Treasury, Division of Investment, P.O. Box 290, Trenton, New Jersey 08625-0290.

Significant Legislation P.L. 2010, c.1, effective May 21, 2010, made a number of changes to the State-administered retirement systems concerning eligibility, the retirement allowance formula, the definition of compensation, the positions eligible for service credit, the non-forfeitable right to a pension, the prosecutor’s part of the PERS, special retirement under the PFRS, and employer contributions to the retirement systems. This new legislation changed the membership eligibility criteria for new members of PERS from the amount of annual compensation to the number of hours worked weekly. Also, it returned the benefit multiplier for new members of PERS to 1/60 from 1/55, and it provided that new members of PERS have the retirement allowance calculated using the average annual compensation for the last five years of service instead of the last three years of service. New members of PERS will no longer receive pension service credit from more than one employer. Pension service credit will be earned for the highest paid position only. For new members of the PFRS, the law capped the maximum compensation that can be used to calculate a pension from this plan at the annual wage contribution base for Social Security, and requires the pension to be calculated using a three year average annual compensation instead of the last year’s salary. This law also closed the prosecutor’s part of the PERS to new members and repealed the law for new members that provided a non-forfeitable right to receive a pension based on the laws of the retirement system in place at the time five years of pension service credit is attained. The law also requires the State to make its full pension contribution, defined as 1/7th of the required amount, beginning in Fiscal Year 2012.

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NOTE 6 EMPLOYEE RETIREMENT SYSTEMS (Continued)

Significant Legislation (Continued) P.L. 2010, c.3, effective May 21, 2010, replaced the accidental and ordinary disability retirement for new members of the PERS with disability insurance coverage similar to that provided by the State to individuals enrolled in the State’s Defined Contribution Retirement Program. Funded Status and Funding Progress As of June 30, 2009, the most recent actuarial valuation date, the aggregate funded ratio for all the State administered retirement systems, including PERS is 66.0 percent with an unfunded actuarial accrued liability of $45.8 billion. The aggregate funded ratio and unfunded accrued liability for the State-funded system is 62.0 percent and $30.7 billion, and the aggregate funded ratio and unfunded accrued liability for local PERS is 72.1 percent and $15.1 billion. The funded status and funding progress of the retirement system is based on actuarial valuations which involve estimates of the value of reported amounts and assumptions about the probability of events far into the future. These amounts are subject to continual revision as actual results are compared to past expectations and new estimates are made about the probability of future events. Actuarial calculations reflect a long-term perspective and are based on the benefits provided under the terms of the retirement system in effect at the time of each valuation and also consider the pattern of the sharing of costs between the employer and members at that point in time. The projection of benefits for financial reporting purposes does not explicitly incorporate the potential effects of legal or contractual limitations on the pattern of cost sharing between the employer and members in the future. Actuarial Methods and Assumptions In the June 30, 2009 actuarial valuation, the projected unit credit was used as the actuarial cost method, and the five year average of market value was used as the asset valuation method for the retirement systems. The actuarial assumptions included (1) 8.25 percent for investment rate of return for the retirement system; and (2) 5.45 percent for projected salary increases for the retirement system. Employer and Employee Pension Contributions The contribution policy is set by laws of the State of New Jersey and contributions are required by active members and participating employers. Plan members and employer contributions may be amended by State of New Jersey legislation, with the amount of contributions by the State of New Jersey contingent upon the annual Appropriations Act. As defined, the retirement system requires employee contributions based on 5.50% for PERS. Annual Pension Cost (APC) The Authority has paid $10,744, $4,671 and $-0- for the normal cost of pension contributions for the calendar years 2010, 2009 and 2008, respectively.

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BLOOMFIELD PARKING AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2010 AND 2009 NOTE 7 ACCRUED COMPENSATED ABSENCES Under the existing policies of the Authority, employees are allowed to accumulate (with certain restrictions) unused sick leave and vacation benefits over the life of their working careers and to redeem such unused leave time in cash (with certain limitations) upon retirement, termination in good standing or by extended absence immediately preceding retirement. These amounts, including the salary related payments, are accrued as a liability at December 31, 2010 and 2009. NOTE 8 TOWNSHIP OF BLOOMFIELD DEBT GUARANTY On March 15, 2004 the Township of Bloomfield adopted an ordinance to provide an unconditional guaranty in an amount not to exceed $20,000,000. The Guaranty provides for the payment of the principal of and interest on bonds and/or notes issued by the Authority for the purpose of the Project as defined in Note 5 above.

NOTE 9 RISK MANAGEMENT The Authority is exposed to various risks of loss related to general liability, damage and destruction of assets; errors and omissions; injuries to employees; and natural disasters. The Authority has obtained insurance coverage to guard against these events which will provide minimum exposure to the Authority should they occur.

NOTE 10 INTRA-LOCAL AGREEMENT WITH TOWNSHIP OF BLOOMFIELD

The Authority has entered into an agreement with the Township in order to affect the various purposes for which the Authority was created. Pursuant to the intra-local agreement the Authority will lease certain employees from the Township and receive certain services. The Authority discontinued leasing employees from the Township in December 2006. In addition to the leased employees the Authority is obligated beginning in 2005 to pay the Township the sum of (i) $20,000 (the “Annual Township Services Rate”) and (ii) 50% of the Authority’s Net Revenues for the preceding Fiscal Year (the “Annual Township Profit Share” and, together with the Annual Township Services Rate, the “Annual Township Services Payment”); provided, however, that the Annual Township Services Rate shall be increased by 3% each Fiscal Year. The amounts due in 2010 and 2009 were $23,185 and $22,510, respectively. The Annual Township Services Payment for each fiscal year shall be payable to the Township in equal quarterly installments on March 1, June 1, September 1, and December 1 of each fiscal year. NOTE 11 INTERLOCAL LEASE AGREEMENTS The Authority entered into two lease agreements for certain real property previously owned by the Township. The Multiple Municipal Parking Lot Lease Agreement related to Block 127, Lots 40, 43 & 44, Block 153, Lots 13.01, 14, 15 & 37, Block 228, Lot 1, Block 311, Lot 13, Block 571, Lot 19, a portion of Block 245, Lot 4 and a portion of Block 301, Lot 1. This lease agreement was initially dated as of July 1, 2004 and was amended and restated as of July 1, 2005. The lease term was to expire July 1, 2014, unless extended or sooner terminated. Under this lease agreement, the Authority leased the aforementioned lots from the Township in exchange for a lump sum payment in the amount of $1,500,000, which was payable on or before December 31, 2005.

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BLOOMFIELD PARKING AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2010 AND 2009 NOTE 11 INTERLOCAL LEASE AGREEMENTS (Continued) The Farrand Street Parking Lot Lease Agreement related to Block 225, Lots 1 & 9. This lease agreement was initially dated as of July 1, 2004 and was amended and restated as of July 1, 2005. The lease term was to expire July 1, 2014, unless extended or sooner terminated. Under this lease agreement, the Authority leased the aforementioned lots from the Township in exchange for a lump sum payment in the amount of $1,500,000, which was payable on or before December 31, 2004. By Deed dated February 12, 2010, the Authority acquired, from the Township, fee title to the properties known as Block 127, Lots 40, 43 & 44, Block 153, Lots 13.01, 14 & 37, Block 225, Lots 1 & 9, Block 228, Lot 1, Block 311, Lot 13, and Block 571, Lot 19. Upon such acquisition, the Farrand Street Parking Lot Lease Agreement was automatically terminated and the Multiple Municipal Parking Lot Lease Agreement, as to the properties known as Block 127, Lots 40, 43 & 44, Block 153, Lots 13.01, 14 & 37, Block 228, Lot 1, Block 311, Lot 13, and Block 571, Lot 19, was automatically terminated. At that time, the amortized and unamortized portions of the lease payments were capitalized in conjunction with the value of the land so acquired by the Authority since these amount approximate fair market value of the land.

NOTE 12 OPERATING LEASES Effective July 15, 2007, the Authority entered into a lease at a new location for its administrative offices. The term of the lease was for twenty-four months commencing July 15, 2007 and ending July 14, 2009 at a monthly cost of $1,942.50. During 2009, this lease agreement was renewed and extended for a twenty-four month period beginning July 15, 2009 through July 14, 2011. As of December 31, 2010 and 2009, the Authority has prepaid this lease for two months totaling $1,942 and $3,885, respectively. Also, the cost of said lease was $23,310 and $23,310 for the years ended December 31, 2010 and 2009, respectively. NOTE 13 DEFICIT NET ASSETS As of December 31, 2009, the Authority’s unrestricted net assets was in a deficit of $1,052,164. The deficit at December 31, 2009 is the result of the cumulative amortization of parking lot leases with the Township of Bloomfield charged to budget operations in the amount of $1,575,001, net of note pay downs of $375,000. The Township of Bloomfield was paid a lump sum payment of $3,000,000 for a lease term of ten (10) years from the project notes proceeds. As the Authority reduces the outstanding debt pertaining to the payment of the leases through budget appropriations, it will realize revenue to reduce the cumulative deficit. The deficit at December 31, 2009 does not indicate that the Authority is facing financial difficulties and is a permitted practice under accounting principles generally accepted in the United States of America.

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BLOOMFIELD PARKING AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2010 AND 2009 NOTE 14 DEFEASANCE OF DEBT On December 29, 2010, the Authority issued the Series 2010 Bonds in order to, among other things, defease the Authority’s 2010 Note and 2010C Note. The Authority deposited $6,732,247.37 of the proceeds of the Series 2010 Bonds, along with other funds available to the Authority, including unspent proceeds of the 2010 Note and 2010C Note, with an escrow agent for such defeasance. At that time, the 2010 Note and 2010C Note were no longer deemed outstanding. See Note 5, “Short Term Debt”, for additional details. NOTE 15 SUBSEQUENT EVENTS On February 2, 2011, the Authority issued its $3,650,000 Parking Project Note (Township Guaranteed, Series 2011) (Federally Taxable) (the “2011 Note”), maturing on February 1, 2012 and bearing interest at a rate of 2.625%. The proceeds of the 2011 Note were used to (a) currently refund the principal of and interest on the Authority’s 2010B Note (together with other funds available to the Authority, including unspent proceeds of the 2010B Note) and (b) pay costs and expenses associated with the issuance of the 2011 Note.

APPENDIX D

SUMMARY OF DEFINITIONS AND CERTAIN PROVISIONS OF THE PROJECT NOTE

RESOLUTION


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SUMMARY OF DEFINITIONS AND CERTAIN PROVISIONS OF THE RESOLUTION The Resolution contains various covenants and provisions, certain of which are summarized below. This summary does not purport to be complete and reference to the Resolution should be made for a full and complete statement thereof. For convenience of reference, the number of the relevant section of the Resolution is provided in this summary. Whenever reference is made to particular provisions of the Resolution, such provisions are incorporated by reference as part of the statements made, and the statements made are qualified in their entirety by reference to the Resolution. Definitions (Article I, Section 102) As used or referred to in the Resolution, unless a different meaning clearly appears from the context: “Act” means the Parking Authorities Law (N.J.S.A. 40:11A-1 et seq.), as amended and supplemented, of the State, and the acts amendatory thereof and supplemental thereto; “Additional Project Notes” means any of the Notes of the Authority authorized and issued pursuant to Section 311 of the Resolution, and any notes issued in lieu of or in substitution for such Notes pursuant to the Resolution; “Authority” means the Parking Authority of the Township of Bloomfield, a public body corporate and politic organized and existing under the Act and created by virtue of ordinance of the Township, finally adopted on August 4, 2003, as amended; “Bond Counsel” means McManimon & Scotland, L.L.C. or any other nationally recognized law firm of recognized standing selected by the Authority; “Chairperson” shall mean the chairperson of the Authority; “Construction Fund” means the fund so designated which is established and created by Section 503 of the Resolution; “Debt Service Account” means the account so designated which is established and created by Section 503 of the Resolution; “Fiduciary” means the Trustee, Paying Agent, Registrar or Securities Depository appointed in accordance with the terms of the Resolution; “Investment Obligation” means, to the extent otherwise authorized by applicable State law, (a) any direct and general obligation of, or any obligation fully and unconditionally guaranteed by, the United States of America or the State of New Jersey, or (b) any bond, debenture, note or participation certificate issued by any of the following Federal agencies: Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Home Loan Bank System,

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Federal Land Banks, Federal National Mortgage Association, Government National Mortgage Association, Farmers Home Administration, or (c) negotiable or non-negotiable certificates of deposit issued by any bank, trust company or national banking association, which certificates of deposit, except in the case of certificates of deposit issued by a bank, trust company or national banking association in the State or having a capital stock and surplus of more than $50,000,000, shall be continuously secured by direct obligations of the United States of America or the State of New Jersey which shall have a market value (exclusive of accrued interest) at all times at least equal to the principal amount of such certificates of deposit and shall be lodged with the Authority by the bank, trust company or national banking association issuing such certificates of deposit, or (d) deposits in interest bearing accounts in any bank, trust company or national banking association located in the State or having a capital stock and surplus of more than $50,000,000; provided that this subparagraph (e) shall not be considered to be an Investment Obligation for purposes of Section 704 of the Resolution, or (f) any investments authorized by the State Local Fiscal Affairs Law as appropriate for municipal utilities authorities; “Paying Agent” means any paying agent for the Project Notes appointed by or pursuant to Section 601(b) of the Resolution, and its successor or successors and any other corporation or association which may at any time be substituted in its place pursuant to this Resolution; “Project Account” means the account so designated which is established and created by Section 503 of the Resolution; “Project Notes” or “Notes” means any of the Project Notes of the Authority authenticated and delivered under and pursuant to the Project Note Resolution and issued in anticipation of the issuance of bonds, including the Project Notes and any Additional Project Notes; “Project Note Resolution” or "Resolution" means the Project Note Resolution, as the same may from time to time be amended, modified or supplemented; “Registered Owner” means the registered owner of any of the Project Notes as reflected on the registration books of the Authority which are kept and maintained by the Registrar on behalf of the Authority; “Registrar” means any registrar for the Project Notes appointed by or pursuant to Section 601(c) of the Resolution, and its successor or successors and any other corporation or association which may at any time be substituted in its place pursuant to the Resolution. The Registrar shall be responsible for the registration and transfer of any series of Project Notes issued pursuant to the Resolution; “Resolution” means the Project Note Resolution, as the same may be from time to time amended, modified or supplemented; “Securities Depository” means the depository for any Book-Entry Project Notes which are issued hereunder and appointed by the Authority pursuant to Section 601(d) of the

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Resolution, and its successor or successors, and any other bank or corporation which may be substituted in its place pursuant to the terms of the Resolution; “State” means the State of New Jersey; “Supplemental Resolution” means any resolution of the Authority amending or supplementing the Project Note Resolution, which is adopted and which becomes effective in accordance with the applicable terms of Sections 705 through 709 of the Resolution; “Township” means the Township of Bloomfield, in the County of Essex, New Jersey; “Trustee” means any trustee for the Project Notes appointed by or pursuant to Section 601(a) of the Resolution, and its successor or successors and any other corporation or association which may at any time be substituted in its place pursuant to the Project Note Resolution. “2012 Note” means the Authority’s Parking Project Note (Township Guaranteed, Series 2012) (Federally Taxable), in an amount not to exceed $3,600,000, issued to provide funds for the 2012 Project. “2012 Project” means financing (i) the current refunding of the Authority’s $3,650,000 Parking Project Note (Township Guaranteed, Series 2011) (Federally Taxable) on February 1, 2012; and (ii) the payment of certain costs and expenses associated with the issuance of the 2012 Note and any miscellaneous costs. Statutory Determinations, Obligation of the Authority and Limitation on Amount of Financing (Article II) Authority for the Resolution (Section 201). The Resolution is adopted by virtue of the Act and pursuant to its provisions. The Authority has ascertained determined pursuant to the Resolution that each and every act, matter, thing or course of conduct as to which provision is made in the Resolution is necessary in order to promote, carry out and effectuate the purposes of the Authority in accordance with the Act and to carry out powers expressly given in the Act and to secure or further secure the payment of the principal of and interest on the Project Notes. Description of the Project (Section 202). The Authority had theretofore and does pursuant to the Resolution determine to construct and acquire and operate the Project, as defined in Article I of the Resolution. The Resolution may be amended by Supplemental Resolution to provide for the authorization and financing of additional projects and to make the provisions of the Resolution applicable to such additional projects. Estimated Cost of the Project (Section 203). The estimated cost of the Project is $20,000,000. It is determined by the Resolution that such cost so estimated includes discounts that may be incurred upon the sale of the Project Notes and reimbursement and repayment of sums heretofore or hereafter provided for by loans or advances from the United States of America, from the State, from the proceeds of any other obligations of the Authority or from

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other sources expended or to be expended for other costs of the Project. It is hereby further determined that such cost also includes interest costs and costs of issuance of the Project Notes. Resolution to Constitute Contract (Section 204). In consideration of the purchase and acceptance of the Project Notes by those who shall hold the same from time to time, the provisions of the Resolution shall be deemed to be and shall constitute a contract between the Authority, the Trustee and the holders from time to time of the Project Notes. Any pledge made in the Resolution and provisions, covenants and agreements therein set forth to be performed by or on behalf of the Authority shall be for the equal benefit, protection and security of the holders of any and all of the Project Notes. All of the Project Notes, regardless of the time or times of their issuance, shall be of equal rank without preference, priority or distinction of any of the Project Notes over any other thereof, except as expressly provided in or pursuant to the Resolution. Obligation of Project Notes (Section 205). The Project Notes shall be direct and general obligations of the Authority, and the full faith and credit of the Authority are pledged to the payment of the principal of and interest on the Project Notes pursuant to the Resolution. Authorization, Terms, Execution and Issuance of the Project Notes (Article III). Registration and Transfer of Project Notes and Authority Therefor (Section 306). With respect to Project Notes issued in fully registered form, the Authority shall cause the Registrar to maintain and keep books for the registration and transfer of the Project Notes. Upon presentation thereof for such purpose at the designated office of the Registrar, together with a written instrument of transfer, satisfactory to the Registrar, duly executed by the Registered Owner thereof or by his attorney duly authorized in writing, the Registrar shall register or cause to be registered therein, and permit to be transferred thereon or to be exchanged, under such reasonable regulations as it or the Registrar may prescribe, any Project Note entitled to registration, transfer or exchange. The Registrar is appointed pursuant to the Resolution as the agent of the Authority for such registration, transfer or exchange of the Project Notes. Reissuance of Mutilated, Destroyed, Stolen or Lost Project Notes (Section 307). In case any outstanding Project Note shall become mutilated or be destroyed, stolen, or lost, the Trustee shall authenticate and deliver a new Project Note of like tenor, number and amount as the Project Note so mutilated, destroyed, stolen or lost, in exchange of and in substitution for such mutilated Project Note or in lieu of and in substitution for the Project Note destroyed, stolen or lost upon filing with the Trustee of evidence, satisfactory to the Authority and the Trustee, that such Project Note has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Authority and the Trustee with indemnity satisfactory to them and upon complying with such other reasonable regulations, as the Authority and the Trustee may prescribe and upon payment of such expenses as the Authority and Trustee may incur in connection therewith. In lieu of reissuing a mutilated, destroyed, lost or stolen Project Note which is due and payable, the Trustee may pay the amount due on such Project Note to the owner or holder thereof, provided that all of the other requirements of Section 307 of the Resolution have been met.

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Regulations with Respect to Registrations, Exchanges and Transfers (Section 308). In all cases in which the privilege of exchanging Project Notes or transferring Project Notes is exercised, the Authority shall execute and the Trustee shall authenticate Project Notes in accordance with the provisions of this Resolution. For every registration, exchange or transfer of Project Notes, the Authority or the Trustee may charge a sum sufficient to reimburse them for any tax, or other governmental charge required to be paid, which sum, if not otherwise provided for, shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of effecting such registration, exchange or transfer. The Trustee shall, not less often than quarterly, deliver to the Authority a statement of all Project Notes issued in lieu of or in substitution for other Project Notes pursuant to the Resolution, including a report of the description and disposition of such other Project Notes. No Recourse on Project Notes (Section 309). No recourse shall be had for the payment of the principal of or interest on the Project Notes or for any claim based thereon or on the Resolution against any member or officer of the Authority or any person executing the Project Notes. The Project Notes are not and shall not be in any way a debt or liability of the State of New Jersey or of any county or municipality and do not and shall not create or constitute any indebtedness, liability or obligation of the State of New Jersey or of any county or municipality, either legal, moral or otherwise. Application of Proceeds of Project Notes (Section 310). The proceeds of the Project Notes hereafter issued pursuant to the Resolution from time to time shall be paid to or upon the order of the Authority and/or the Township to the extent amounts are required to reimburse the Township for the cost of certain portions of the Project. The Authority shall deposit the amount (if any) of the accrued interest received with respect to such Project Notes in the Debt Service Account and, if such Project Notes were issued for the purpose of paying at or prior to maturity the principal of or interest on any Project Notes, an amount sufficient to pay such principal or interest, shall be similarly deposited. If such Project Notes were issued for the purpose of paying or providing for the payment of any other indebtedness of the Authority incurred with respect to the Project, an amount sufficient for such purpose shall be so applied. Any remainder of the proceeds of such Project Notes shall be deposited by the Authority into the Project Account for application to payment of the costs of the Project. Authorization of Additional Project Notes (Section 311). (a) After the execution, authentication and delivery of the Project Notes, Additional Project Notes of the Authority may be authorized to be issued pursuant to and in accordance with the Act either (a) for the purpose of raising funds to pay the cost of a redevelopment project, (b) for the purpose of refunding any Project Notes, or (c) to raise funds to complete any work for which Additional Project Notes were issued or for which the Project Notes were issued. (b) Any Additional Project Notes shall be issued only after authorization thereof by a Supplemental Resolution of the Authority adopted prior to their authentication and delivery stating the purpose or purposes for which such Additional Project Notes are being issued, directing the application of the proceeds thereof to such purpose or purposes, directing the

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execution and authentication thereof, and fixing and determining the date, principal amount, denominations, designation and numbers thereof, the rate or rates of interest or maximum rate of interest to be borne thereby, the place or places of payment thereof, the redemption privileges of the Authority, if any, with respect thereto, and other provisions thereof in accordance with the terms of the Resolution. Upon such authorization, such Additional Project Notes may, upon initial issuance, at one time, or from time to time, be executed by or on behalf of the Authority. (c) All Additional Project Notes shall be substantially in the form and tenor of the Project Notes as provided in the Resolution, except that, notwithstanding any other provision, such Project Notes shall be in such principal amounts, shall be of such denominations, shall bear such date, shall bear such designation as to series, numbers or symbols prefixed to their number distinguishing them from each other Project Note, and shall be subject to redemption prior to maturity on such terms and conditions consistent with the provisions of the Resolution, and may bear interest at such rate as may be fixed by the Supplemental Resolution of the Authority authorizing the issuance of such Additional Project Notes or by such other Supplemental Resolution of the Authority adopted prior to authentication and delivery of such Additional Project Notes. (d) After their execution and delivery by the Authority, all Additional Project Notes shall for all purposes of the Resolution be deemed to constitute Project Notes, shall be entitled to the pledge provided by the Resolution and shall have equal rank with respect to such pledge with the Project Notes. All Additional Project Notes previously authenticated and delivered shall be entitled to the security and benefit of such pledge and of the provisions of the Resolution. Notwithstanding anything in the Resolution which may be to the contrary, any moneys held under the Resolution in respect of the defeasance of Project Notes shall be applied solely to the payment of the particular Project Notes defeased. Conditions Precedent to the Issuance of Project Notes (Section 312). The Project Notes shall be issued only upon delivery to the purchaser thereof of: (a) The approving opinion of Bond Counsel to the Authority, as to the validity of the Project Notes; (b) A certificate of the Chairperson or Vice Chairperson of the Authority to the effect that the Authority has complied with the Local Authorities Fiscal Control Law (N.J.S.A. 40A:5A-1 et seq.), if and as it may then be in effect; and (c) Such other documents as the Authority or the purchaser of the Project Notes may reasonably require. Remedies (Article IV) Remedies (Section 401). The holders of the Project Notes shall be entitled to all of the rights and remedies provided in the Act or otherwise provided or permitted at law or in equity or by statute.

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Right to Enforce Payment of Project Notes Unimpaired (Section 402). Nothing contained in Article IV of the Resolution shall affect or impair the right of any holder of Project Notes to enforce the payment of the principal of and the interest on his or her Project Notes or the obligations of the Authority to pay the principal of and the interest on each Project Note issued under the Resolution to the holder thereof at the time and place stated in the Project Note. The Fiduciaries (Article VI) Responsibilities of Fiduciaries (Section 602). The recitals of fact which are contained in the Resolution and in the Project Notes shall be taken as the statements of the Authority and no Fiduciary assumes any responsibility for the correctness of the same. No Fiduciary makes any representations as to the validity or sufficiency of this Resolution or of any Project Note issued thereunder or in respect to the security afforded by the terms of the Resolution, and no Fiduciary shall incur any responsibility in respect thereof. The Trustee shall, however, be responsible for its representation contained in its certificate of authentication, which appears on the Project Notes. No Fiduciary shall be under any responsibility or duty with respect to the issuance of the Project Notes for value or the application of the proceeds derived from the sale thereof, except that the Trustee shall be responsible for such application to the extent that such proceeds are paid to the Trustee in accordance with Section 305 hereof. No Fiduciary shall be under any responsibility or duty with respect to the application of any moneys paid to any other Fiduciary. No Fiduciary shall be under any obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any action or suit in respect to the Resolution or Project Notes, or to advance any of its own moneys, unless properly indemnified by the Authority. No Fiduciary shall be liable in connection with the performance of its duties under the Resolution except for its own negligence or default. Funds Held in Trust (Section 603). All moneys held by any Fiduciary, at any time pursuant to the terms of the Resolution shall be and hereby are assigned, transferred and set over unto such Fiduciary in trust for the purposes and under the terms and conditions of the Resolution. Evidence on Which Fiduciaries May Act (Section 604). Each Fiduciary shall be protected in acting upon any notice, resolution, request, consent, order, certificate, opinion, bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Each Fiduciary may consult with counsel, who may or may not be counsel to the Authority, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it under the Resolution in good faith and in accordance therewith. Whenever any Fiduciary shall deem it necessary or desirable that a fact or matter be proved or established prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed herein) may be deemed to be conclusively proved and established by a certificate of an Authority officer stating the same, and such certificate shall be full warrant for any action taken or suffered in good faith under the provisions of the Resolution; provided however, that in its discretion, the Fiduciary may in lieu thereof accept other evidence of such fact or matter or may require such

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further or additional evidence as it may deem reasonable. Except as otherwise expressly provided in the Resolution, any request, order, notice or other direction required or permitted to be furnished pursuant to any provision of the Resolution by or on behalf of the Authority to any Fiduciary shall be sufficiently executed if executed by an Authority officer. Compensation and Expenses (Section 605). Unless otherwise provided for by the terms of a contract with the Fiduciary, the Authority shall pay to each Fiduciary from time to time reasonable compensation for all services rendered by it under the Resolution, and also reimbursement for all its reasonable expenses, charges, legal and engineering fees and other disbursements and those of its attorneys, agents and employees, incurred in and about the performance of its powers and duties under the Resolution, and each Fiduciary shall have a lien therefor on any and all funds at any time held by it under the Resolution. The Authority shall indemnify and save each Fiduciary harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder and which are not due to its negligence or willful misconduct. Certain Permitted Acts (Section 606). Any Fiduciary may become the owner of or may deal in Project Notes as fully and with the same rights it would have if it were not a Fiduciary. To the extent permitted by law, any Fiduciary may act as depository for, and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of holders of Project Notes or to effect or aid in any reorganization growing out of the enforcement of the Project Notes or the Resolution, whether or not any such committee shall represent the holders of a majority in principal amount of the Project Notes outstanding. Resignation of Fiduciary (Section 607). A Fiduciary, or any successor thereof, may at any time resign and be discharged of its duties and obligations created by the Resolution by giving not less than sixty (60) days' written notice to the Authority, mailing such notice to each of the holders of the Project Notes. Such notice shall specify the date when such resignation shall take effect. Such resignation shall take effect upon the day specified in such notice unless a successor shall have been previously appointed by the Authority or holders of the Project Notes, as provided in the Resolution, in which event such resignation shall take effect immediately upon the appointment of such successor. Removal (Section 608). A Fiduciary, or any successor thereof, may be removed at any time by the Authority upon a showing of cause and upon appointment of a successor or by the holders of a majority in principal amount of the Project Notes then outstanding, excluding any Project Notes held by or for the account of the Authority, by a written instrument or concurrent written instruments signed and duly acknowledged by such holders or by their attorneys duly authorized in writing and delivered to the Authority. Copies of each such instrument shall be delivered by the Authority to each other Fiduciary and any successor thereof. Appointment of Successor Fiduciary (Section 609). In case at any time a Fiduciary, or any successor thereof, shall resign or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of such

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Fiduciary or if its property shall be appointed, or if any public officer shall take charge or control of such Fiduciary or of its property or affairs, a successor may be appointed by the holders of a majority in principal amount of the Project Notes then outstanding, excluding any Project Notes held by or for the account of the Authority, by a written instrument or concurrent written instruments signed by such holders or their attorneys duly authorized in writing and delivered to such successor Fiduciary, and thereafter, notification thereof shall be given to the Authority, the predecessor Fiduciary and any other Fiduciaries. Pending such appointment, the Authority shall forthwith appoint a Fiduciary to fill such vacancy until a successor Fiduciary shall be appointed by holders of Project Notes as authorized in the Resolution. The Authority shall mail such notice to each of the holders of the Project Notes. Any successor Fiduciary appointed by the Authority shall, immediately and without further act, be superseded by a Fiduciary appointed by holders of Project Notes. If in a proper case no appointment of a successor Fiduciary shall be made pursuant to the provisions of the Resolution within forty-five (45) days after the Fiduciary shall have given to the Authority written notice as provided in Section 607 or after the occurrence of any other event requiring or authorizing such appointment, the Fiduciary or any other Fiduciary or any holder of Project Notes may apply to any court of competent jurisdiction to appoint a successor. Said court may thereupon, after such notice, if any, as said court may deem proper and prescribe, appoint such successor Fiduciary. Any Fiduciary appointed under the provisions of the Resolution shall be a bank, trust company, national banking association or other banking institution doing business and having its principal office in the State of New Jersey or New York having the qualifications prescribed by Article VI of the Resolution, if there be such a bank, trust company, national banking association or other banking institution willing and able to accept the office on reasonable and customary terms and which is authorized by law to perform all the duties imposed upon it by the Resolution. Transfer of Rights and Property to Successor Fiduciary (Section 610). Any successor Fiduciary appointed under the Resolution shall execute, acknowledge and deliver to its predecessor Fiduciary, and also to the Authority, an instrument accepting such appointment, and thereupon such successor Fiduciary, without any further act, deed or conveyance, shall become fully vested with all moneys, estates, properties, rights, powers, duties and obligations of such predecessor Fiduciary, with like effect as if named in the Resolution as such Fiduciary. The Fiduciary ceasing to act shall nevertheless, on the written request of the Authority or of the successor Fiduciary, execute, acknowledge and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Fiduciary all the right title and interest of the predecessor Fiduciary in and to any property held by it under the Resolution, and shall pay over, assign and deliver to the successor Fiduciary any money or other property subject to the trusts and conditions set forth in the Resolution. Should any deed, conveyance or written instrument from the Authority be required by such successor Fiduciary for more fully and certainly vesting in and confirming to such successor Fiduciary any such moneys, estates, properties, rights, powers, and duties, any and all such deed, conveyances and written instruments shall, upon request, and so far as may be authorized by law, be executed, acknowledged and delivered by the Authority. Any such successor Fiduciary shall promptly notify the other Fiduciaries of its appointment as such Fiduciary.

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Merger or Consolidation (Section 611). Any company into which any Fiduciary may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which such Fiduciary may sell or transfer all or substantially all of its corporate trust business, provided such company shall be a bank, trust company, national banking association or other banking institution, which is qualified to be a successor to such Fiduciary under Section 610 of the Resolution, shall be authorized by law to perform all the duties imposed upon it by the Resolution and shall be the successor to such Fiduciary without the execution or filing of any paper or the performance of any further act. Adoption of Authentication (Section 612). In case any of the Project Notes contemplated to be issued under the Resolution shall have been authenticated but not delivered, any successor Trustee may adopt the certificate of authentication of any predecessor Trustee so authenticating such Project Notes and deliver such Project Notes so authenticated, and in case any of the said Project Notes shall have not been authenticated, any successor Trustee may authenticate such Project Notes in the name of the predecessor Trustee or in the name of the successor Trustee, and in all such cases such certificate shall have the full force and effect as which is provided in the Resolution. Miscellaneous (Article VII) Covenants by the Authority (Section 701). In order to secure the payment of the Project Notes, the Authority under the Resolution particularly covenants and agrees with the holders of the Project Notes, and makes provisions which shall be a part of the contract with such holders, that the Authority will, upon receipt of any proceeds of the Project Notes, cause the same to be paid, deposited and applied as provided in Section 310 and Article V of the Resolution, and that the Authority, if and so long as any of the Project Notes are outstanding and unpaid under the Resolution:

(a) Will proceed with and complete with all practicable dispatch in a sound and economical manner the construction and acquisition of the Project;

(b) Will pay punctually the principal of and interest on the Project Notes as provided in

the Resolution, and will, if necessary, issue Additional Project Notes or other obligations to provide funds for this purpose;

(c) Will not make or cause or permit to be made any application of the proceeds of the

Project Notes or of any moneys held in the Construction Fund except in accordance with the provisions of Section 310 or Article V of the Resolution;

(d) Will do and perform all acts and things required on its part to be done or performed

under the provisions of the Resolution; and (e) Will not amend or repeal the Resolution except with the consent in writing of the

holders of not less than 66-2/3% of the aggregate amount of Project Notes then outstanding,

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except to add additional covenants to further secure payment of the Project Notes, which amendments may be made without consent of noteholders; provided that the amount, maturity, interest rate or security, shall not be modified as to any Project Note without the consent of the holders of said Project Notes. Defeasance (Section 704). If at any time the Authority shall deposit with a Paying Agent either (a) the amount of money equal to the principal of and interest to become due on all Project Notes then outstanding for payment to the holders of such Project Notes as such principal and interest shall become due or (b) direct and general obligations of, or obligations unconditionally guaranteed by, the United States of America or the State of New Jersey, the principal of and interest on which when due will provide moneys which, together with the moneys, if any, deposited with a Paying Agent at the same time, will be sufficient to pay when due the principal and interest due and to become due on all Project Notes outstanding on and prior to the maturity date thereof, then the pledge of moneys and securities pledged and all other rights granted by the Resolution shall be discharged and satisfied. In such event, the Paying Agent shall, upon request of the Authority, execute and deliver to the Authority all such instruments as may be desirable to evidence such discharge and satisfaction. No moneys so held by the Paying Agent shall be withdrawn or used for any purpose other than, and all such moneys shall be held in trust for, the payment, when due, of the principal of the Project Notes for the payment of which they were deposited and the interest due thereon to the date of maturity, excepting only (a) that any money so held by the Paying Agent shall be invested, upon the direction of the Authority authorizing such investment, in such Investment Obligations as may be selected by the Authority and as will make moneys available in such amounts and at such times as may be necessary to provide funds when needed to pay such principal and interest, and (b) that whenever the amount of moneys so held by the Paying Agent and the face value of the Investment Obligations so held by the Paying Agent shall equal an amount sufficient to pay when due principal of and interest on all such Project Notes, all income from such investments shall be paid over to the Authority as received by the Paying Agent. If at any time the Authority shall deposit with the Paying Agent the moneys or Investment Obligations provided in the Resolution with respect to any Project Notes, said Project Notes shall no longer be deemed to be outstanding for any purpose. Supplemental Resolutions Effective Upon Filing (Section 705). For any or more of the following purposes and at any time or from time to time, a resolution of the Authority supplementing the Resolution may be adopted which resolution, upon the filing with the Trustee of a copy thereof certified by the Secretary, shall be fully effective in accordance with its terms: (1) To close the Resolution against, or provide limitations and restrictions in addition to the limitations and restrictions contained in the Resolution on the issuance in the future of Project Notes or of other notes, bonds, obligations or evidences of indebtedness; (2) To add to the covenants or agreements to be observed by the Authority contained herein which are not contrary to or inconsistent with the Resolution as theretofore in effect;

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(3) To add to the limitations or restrictions contained in the Resolution other limitations or restrictions to be observed by the Authority which are not contrary to or inconsistent with this Resolution as theretofore in effect; (4) To surrender any right, power or privilege reserved to or conferred upon the Authority by the Resolution; (5) To confirm, as further assurance, any pledge under, and the subjection to any lien or pledge, created or to be created, by the Resolution; (6) To specify, determine or authorize any and all matters and things relative to the Project Notes or the proceeds thereof which are not contrary to or inconsistent with the Resolution; (7) To make any other change in the Resolution that in the opinion of Bond Counsel does not adversely affect the rights of the holders of any of the Project Notes; and (8) To provide for the issuance of Additional Project Notes pursuant to the Resolution. Supplemental Resolutions Effective Upon Consent of Trustee (Section 706). For any one or more of the following purposes and at any time or from time to time, a resolution of the Authority amending or supplementing the Resolution may be adopted which resolution upon the (a) filing with the Trustee of a copy thereof, certified by the Secretary, (b) filing with the Trustee and with the Authority of a written instrument of the Trustee consenting to such resolution, shall be fully effective in accordance with its terms and (c) an opinion of Bond Counsel; (1) To cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision in the Resolution; and (2) To insert such provisions clarifying matters or questions arising under the Resolution as are necessary or desirable and which are not contrary to or inconsistent with the Resolution as theretofore in effect. Supplemental Resolutions Effective With Consent of Holders of Project Notes (Section 707). (a) At any time or from time to time, a resolution of the Authority amending or supplementing the Resolution may be adopted modifying any of the provisions of the Resolution or releasing the Authority from any of the obligations, covenants, agreements, limitations, conditions or restrictions contained in the Resolution, but no such resolution shall be effective until after the filing with the Trustee of a copy thereof certified by the Secretary of the Authority and unless (1) no Project Notes authenticated and delivered by the Trustee upon original issuance, and thereafter, by the Registrar, prior to the adoption of such resolution remain outstanding at the time such resolution becomes effective, or (2) such resolution is consented to by or on behalf of the holders of any Project Notes which remain outstanding in accordance with and subject to the provisions of this Section 707 and Section 709 of the Resolution.

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(b) The provisions of Paragraph (a) of Section 707 of the Resolution shall not be applicable to any resolutions of the Authority which are adopted and which become effective in accordance with the provisions of Section 705 or Section 706 of the Resolution. Powers of Amendment (Section 708). Any modification or amendment of the provisions of the Resolution or any resolution amendatory thereof or supplemental thereto and of the rights and obligations of the Authority and of the holders of the Project Notes, in any particular, may be made by resolution of the Authority as specified by the Resolution, with the written consent given (as provided in Section 709 of the Resolution of the holders of at least sixty percent (60%) in aggregate principal amount of the Project Notes which are then outstanding, or, if said resolution affects only the holders of a certain series of Project Notes, the holders of at least sixty percent (60%) in aggregate principal amount of the Project Notes of such series which are outstanding at the time such consent is given), but no such modification or amendment shall permit a change in the maturity or terms of redemption of the principal of any outstanding Project Note or of any installment of interest thereon or a reduction in the principal amount thereof or in the rate of interest thereon or any security therefor without the consent of the holder of such Project Note, nor shall any such resolution change or modify any of the rights or obligations of the Trustee without its prior written consent thereto, or reduce the percentages or otherwise affect the description of Project Notes the consent of the holders of which is required to effect any such modification or amendment. Consent of Holders of Project Notes (Section 709). The Authority may at any time adopt a resolution making a modification or amendment permitted by the provisions of Section 708 of the Resolution, to take effect when and as provided in Section 709 of the Resolution. Upon the adoption of such resolution, a copy thereof, certified by the Secretary of the Authority, shall be delivered to and held by the Trustee for the inspection of the holders of the Project Notes. A copy of such resolution (or summary thereof or reference thereto in a form which is satisfactory to the Trustee), together with a request to holders of the Project Notes for their consent thereto, in a form which is satisfactory to the Trustee, shall be mailed by the Authority to each of the holders of the Project Notes and shall be published at least once a week for two successive weeks (but failure to mail such copy and request shall not affect the validity of the resolution when consented to as in Section 709 of the Resolution provided). Such resolution shall not be effective unless and until (a) there shall have been filed with the Trustee (i) the written consents of the holders of the percentages of outstanding Project Notes which are specified in Section 708 hereof, and (ii) a counsel's opinion stating that such resolution has been duly and lawfully adopted by the Authority in accordance with the provisions of this Resolution, is authorized or permitted by the terms of the Resolution, will be valid and binding upon the Authority and will be enforceable in accordance with its terms upon its becoming effective as provided in Section 709 of the Resolution, and (b) a notice shall have been published as provided in Section 709 of the Resolution. Each such consent shall be effective only if accompanied by proof of the holding, at the date of such consent, of the Project Notes with respect to which such consent is given. A certificate or certificates executed by the Trustee and filed in its office stating that it has examined such proof shall be conclusive that the consents have been given by the holders of the Project Notes described in such certificate or certificates of the Trustee. Any such consent shall be binding upon the holder of the Project Notes giving such consent and upon

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any subsequent holder of such Project Notes and of any Project Notes issued in exchange therefor (whether or not such subsequent holder thereof has notice thereof), provided that such consent may be subsequently revoked by the holder of such Project Notes giving such consent or a subsequent holder thereof by filing with the Trustee, prior to the time when the written statement of the Trustee provided for in the Resolution is filed, such revocation and, if such Project Notes are transferable by delivery, proof that such Project Notes are held by the signer of such revocation. The fact that a consent has not been revoked may likewise be proved by a certificate executed by the Trustee and filed in its office to the effect that no revocation thereof is on file with the Trustee. At any time after the holders of the required percentages of Project Notes shall have filed their consents to the resolution, the Trustee shall make and shall file with the Authority and in its office a written statement that the holders of such required percentages of Project Notes have filed such consents. Such written statement shall be conclusive that such consents have been so filed. At any time thereafter, a notice, stating in substance that the resolution (which may be referred to as a resolution adopted by the Authority on a stated date a copy of which is on file with the Trustee) has been consented to by the holders of the required percentages of Project Notes and will be effective as provided in Section 709 of the Resolution, may be given to Holders of Project Notes by the Authority by mailing such notice to Holders of Project Notes (but failure to mail such notice shall not prevent such resolution from becoming effective and binding as provided in Section 709 of the Resolution) and by publishing the same at least once not more than ninety (90) days after the holders of the required percentages of Project Notes shall have filed their consents to the resolution and the written statement of the Trustee provided for in the Resolution is filed. The Authority shall file with the Trustee proof of the publication of such notice and, if the same shall have been mailed to Holders of Project Notes, proof of the mailing thereof. A record, consisting of the papers required or permitted by Section 709 of the Resolution to be filed with the Trustee, shall be proof of the matters therein stated. Such resolution making such modification or amendment shall be deemed conclusively binding upon the Authority, the Trustee and the holders of all of the Project Notes at the expiration of forty (40) days after filing with the Trustee of the proof of the first publication of such last-mentioned notice, except in the event that a final decree of a court of competent jurisdiction setting aside such resolution in a legal action or equitable proceeding for such purpose was commenced within such forty (40) day period, of which decree timely notice shall have been given to the Trustee; provided however, that the Trustee and the Authority during such forty (40) day period and any such further period during which any such action or proceeding may be pending shall be entitled in their absolute discretion to take such action, or to refrain from taking such action, with respect to such resolutions as they may deem expedient. Application of Proceeds of Project Notes (Section 711). At the time of delivery of the Project Notes, the proceeds of the Project Notes shall be paid to the Trustee and applied in accordance with the letter of instruction of the Chairperson of the Authority, provided at the closing of the Project Notes. Event of Default (Section 712). Default in the due and punctual payment of interest on and principal of any Project Note shall constitute an “Event of Default” under the Resolution.

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Upon the occurrence of an Event of Default, the Trustee may pursue any remedy which is available to it at law or in equity or by statute. In addition, the Trustee shall be entitled to the remedies provided by the Act (including, without limitation, the receivership remedy provided by Section 32 of the Act) without, however, any necessity for compliance with the provisions of the Act with respect to the appointment of a trustee or any other provision of the Act which may conflict with the Resolution (and the Authority shall not interpose, as a defense to the exercise of any such remedy, failure to so comply with any such provision of the Act). No remedy which is conferred upon or reserved to the Trustee or to the registered owners of the Project Notes by the terms of the Resolution is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the registered owners under the Resolution or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon the occurrence of any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such occurrence of any Event of Default or the acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver of any default under the Resolution, whether by the Trustee or by the owners of the Project Notes, shall extend to or shall affect any subsequent Event of Default or shall impair any rights or remedies consequent thereon. If an Event of Default shall have occurred and shall be continuing and if requested to do so by the owners of not less than a majority in aggregate principal amount of the Project Notes which are then outstanding and if indemnified to its satisfaction, the Trustee shall be obligated to exercise such rights and remedies under the Resolution in the interests of the owners of the Project Notes and which are not contrary to law. The owners of a majority in aggregate principal amount of the Project Notes which are then outstanding shall have the right, at any time, by a written instrument or instruments which shall be duly executed and delivered to the Trustee, to direct the method and the place of conducting all proceedings to be taken in connection with the enforcement of the terms and the conditions of the Resolution or for the appointment of a receiver or any other proceedings hereunder; provided however, that such direction shall not be otherwise than in accordance with the provisions of law and the provisions of the Resolution. All moneys which are received by the Trustee pursuant to any rights which is given or any action which is taken under the provisions of the Resolution shall be deposited in the Debt Service Account after payment of the costs and the expenses of the proceedings resulting in the collection of such moneys and after payment of the fees, expenses, liabilities and advances which have been incurred or made by the Trustee, including legal fees, together with all moneys which are on deposit in the Project Account and, shall be applied to the payment of the principal and the interest then due and unpaid upon the Project Notes without preference or priority of principal over interest or of interest over principal, or of any Project Note over any other Project

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Note, ratably, according to the amounts which are due respectively for principal and interest, to the persons entitled thereto without any discrimination or privilege. Whenever moneys are to be applied pursuant to the provisions of Section 712 of the Resolution, such moneys shall be applied at such times, and from time to time, having due regard to the amount of such moneys which are available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an interest payment date unless it shall deem another date more suitable) upon which such application is to be made and on such date, interest on the amounts of principal to be paid on such dates shall cease to accrue. The Trustee shall give such notice of the deposit with it of any such moneys and of the fixing of any such date and shall not be required to make payment to the owner of any Project Note until such Project Note shall be presented to the Trustee for appropriate endorsement or for cancellation if paid in full. Whenever the principal of and the interest on all Project Notes have been paid under the provisions of the Resolution and all fees, expenses, including legal fees, and charges of the Trustee have been paid, any balance which is remaining in the Debt Service Account shall be paid to the Authority. All remedies and rights of action (including the right to file proof of claims) under the Resolution or under any of the Project Notes may be enforced by the Trustee without the possession of any of the Project Notes or the production thereof in any trial or other proceedings relating thereto and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any owners of the Project Notes, and any recovery of judgment shall be for the equal benefit of the owners of the outstanding Project Notes. The 2012Note Authorization and Purpose of the 2012 Note. The 2012 Note of the Authority in the principal amount not to exceed $3,600,000 is authorized to be issued pursuant to the Act and the Project Note Resolution, as amended and supplemented. Such 2012 Note is to be entitled “Parking Project Note (Township Guaranteed, Series 2012) (Federally Taxable)”. The 2012 Note will be issued to provide funds for the 2012 Project.

APPENDIX E

FORM OF LEGAL OPINION OF BOND COUNSEL


10028-002 489683-1

[SIMULTANEOUSELY WITH THE ISSUANCE AND DELIVERY OF THE NOTE, MCMANIMON & SCOTLAND, L.L.C., BOND COUNSEL TO THE AUTHORITY, IS EXPECTED TO RENDER ITS APPROVING LEGAL OPINION IN SUBSTANTIALLY THE FOLLOWING FORM]

[DATE OF DELIVERY] Parking Authority of the Township of Bloomfield Bloomfield, New Jersey Dear Authority Commissioners:

We have acted as bond counsel to the Parking Authority of the Township of Bloomfield (the “Authority”), a public body corporate and politic organized and existing under and by virtue of the laws of the State of New Jersey (the “State”) in connection with the issuance by the Authority of $3,530,000 principal amount of a Parking Project Note (Township Guaranteed, Series 2012) (Federally Taxable) (the “Note”), dated the date hereof. In order to render the opinions herein, we have examined laws, documents and records of proceedings, or copies thereof, certified or otherwise identified to us, as we have deemed necessary.

The Note is authorized under and is issued pursuant to the Parking Authority Law, constituting Chapter 198 of the Pamphlet Laws of 1948 of the State and the acts amendatory thereof and supplemental thereto (the “Act”), and under and in accordance with a project note resolution of the Authority, duly adopted April 6, 2004, entitled “Resolution of the Parking Authority of the Township of Bloomfield Authorizing the Issuance of Not to Exceed $20,000,000 Project Notes”, as amended and supplemented, including by a supplemental resolution adopted on December 20, 2011, entitled “Supplemental Resolution Authorizing the Issuance of Not to Exceed $3,600,000 Parking Project Note of the Parking Authority of the Township of Bloomfield”, and by a Certificate of the Executive Director of the Authority dated the date of sale of the Note (collectively, the “Resolution”). Certain terms which are used herein as defined terms shall, unless the context clearly requires otherwise, have the meanings which are assigned to such terms in the Resolution. We have also reviewed the proceedings of the Township of Bloomfield, New Jersey (the “Township”) relating to the adoption of Ordinance No. 4-12 of the Township, adopted on March 15, 2004, as amended by Ordinance No. 11-10 of the Township, adopted on March 7, 2011 (as amended, the “Guaranty Ordinance”), whereby the Township agreed to unconditionally guaranty the punctual payment of the principal of and interest on the Note. Reference should be made to the Guaranty Ordinance for a full description of its provisions.

As the basis for the opinions which are set forth below, we have examined such matters

of law, including the Act, such documents, including the Resolution and the Guaranty Ordinance, and such other statutes, resolutions, certificates and records of the Authority as we have considered necessary in order to enable us to express the opinions hereinafter set forth. As to matters of fact, we have relied upon the representations of the Authority, and, where we have deemed appropriate, representations or certifications of public officials. Further, in expressing

Bloomfield Parking Authority Bloomfield, New Jersey [CLOSING DATE] Page 2 such opinions, we have relied upon the genuineness, truthfulness and completeness of the resolutions, documents, certificates and records referred to above.

Based upon and subject to the foregoing, we are of the opinion that: 1. The Authority has been duly created and is validly existing under the provisions of the Constitution and statutes of the State, including the Act. 2. The Authority had and has the right and power under the Act to adopt the Resolution and to authorize the issuance of the Note, and the Resolution has been duly adopted by the Authority, is presently in full force and effect and is valid and binding upon the Authority and is enforceable in accordance with its terms, except insofar as the enforcement thereof may be limited by any applicable bankruptcy, moratorium or similar laws relating to the enforcement of creditors' rights, and no other authorization for the Resolution is required. 3. The Note has been duly authorized and issued by the Authority in accordance with the Act and the provisions of the Resolution. The Note is a valid and binding direct and general obligation of the Authority, and the full faith and credit of the Authority are pledged to the payment of the principal and interest on the Note. The Note is enforceable in accordance with its terms, the terms of the Act and the terms of the Resolution, except insofar as the enforcement thereof may be limited by any applicable bankruptcy, moratorium or similar laws relating to the enforcement of creditors' rights. The Note is not a debt or liability of the State, the Township (except to the extent of the obligations of the Township under the Guaranty Ordinance) or any other political subdivision of the State. 4. The Township has full power and authority to adopt the Guaranty Ordinance. The Guaranty Ordinance was duly authorized, executed and delivered by the Township and creates a valid and binding obligation of the Township, and is enforceable in accordance with its terms, except insofar as the enforcement thereof may be limited by any applicable bankruptcy, moratorium or similar laws relating to the enforcement of creditors' rights. The Township is obligated to make any required payments to the Authority out of the first funds becoming legally available to the Township for this purpose and to provide the funds for such payments to the Authority, if not otherwise available, from the levy of ad valorem taxes upon all the taxable real property in the Township without limitation as to rate or amount. The Note constitutes an obligation which is entitled to the benefits of the Guaranty Ordinance. 5. Interest on the Note and any gain on the sale thereof are not includable as gross income under the New Jersey Gross Income Tax Act. Our opinions set forth above are subject, as to the enforceability of the Note, to the Resolution, to applicable bankruptcy, reorganization, moratorium, insolvency and other laws affecting creditors' rights or remedies generally (including, without limitation, laws relating to fraudulent conveyances or transfers) and are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to the valid

Bloomfield Parking Authority Bloomfield, New Jersey [CLOSING DATE] Page 3 exercise of the sovereign police powers of the State and of the constitutional power of the United States of America.

From and after the date hereof, certain requirements and procedures contained or referred to in the Resolution and other relevant documents may be changed and certain actions may be taken, under the circumstances and subject to the terms and conditions set forth in such documents, upon the advice or with the approving opinion of other counsel. We express no opinion as to the Note if any such change occurs or action is taken upon the advice or approval of such other counsel. This opinion is issued as of the date hereof, and we assume no obligation to update, revise or supplement this opinion to reflect any facts or circumstances that may come to our attention after the date of this opinion, or any changes in law or interpretations thereof that may occur after the date of this opinion, or for any reason whatsoever. Very truly yours,


Documents

PARKING AUTHORITY OF THE TOWNSHIP OF BLOOMFIELD IN THE COUNTY