PRELIMINARY OFFICIAL STATEMENT DATED JUNE 18, 2020 OFFICIAL STATEMENT New Issue - Book-Entry-Only Ratings: Moody’s: MIG1 Standard & Poor’s: SP-1+ Fitch: F1+ (see “CREDIT RATINGS” herein) $72,265,000* The Monmouth County Improvement Authority (Monmouth County, New Jersey) Governmental Pooled Loan Project Notes, Series 2020 consisting of: $28,125,000* Governmental Pooled Loan Project Notes, Series 2020A $44,140,000* Governmental Pooled Loan Project Notes, Series 2020B Series 2020A Notes Series 2020B Notes Dated: Date of Delivery Dated: Date of Delivery Due: July 12, 2021 Due: February 15, 2021 Interest Rate: % Interest Rate: % Reoffered to Yield: % Reoffered to Yield: % The Governmental Pooled Loan Project Notes, Series 2020 (the “Series 2020 Notes”) will be issued by The Monmouth County Improvement Authority (the “Authority”) as fully registered notes and, when issued, will be registered in the name of Cede & Co. (“Cede”), as nominee for The Depository Trust Company (“DTC”), an automated depository for securities and clearing house transactions, which will act as securities depository for the Series 2020 Notes. The Series 2020 Notes will consist of the Series 2020A Notes which will be issued in the aggregate amount of $28,125,000* (the “Series 2020A Notes”) and the Series 2020B Notes which will be issued in the aggregate amount of $44,140,000* (the “Series 2020B Notes”). Individual purchases will be made in book-entry form (without certificates) in the principal amount of $5,000 or any integral multiple thereof. The principal of and interest on the Series 2020 Notes is payable at maturity upon presentation and surrender at designated corporate trust office of U.S. Bank National Association, Edison, New Jersey, trustee, bond registrar and paying agent. Provided DTC or its nominee Cede is the registered owner of the Series 2020 Notes, payments of the principal of and interest on the Series 2020 Notes will be made directly to DTC or its nominee, which is obligated to remit such principal and interest to DTC Participants, as defined herein. DTC Participants and Indirect Participants, as defined herein, will be responsible for remitting such payments to the beneficial owners of the Series 2020 Notes. See “DESCRIPTION OF THE SERIES 2020 NOTES - The DTC Book-Entry-Only System” herein. The Series 2020 Notes are not subject to redemption prior to maturity. The Series 2020 Notes are being issued pursuant to the 2020 Governmental Pooled Loan Project Note Resolution of the Authority adopted on May 21, 2020 (the “Resolution”), and in accordance with the County Improvement Authorities Law, constituting Chapter 183 of the Laws of New Jersey of 1960, as amended and supplemented (the “Act”). The Series 2020 Notes are being issued to provide funds to the Authority to acquire notes issued by the Authority (the “Authority Local Unit Notes”) to make loans to twelve municipalities (the “Borrowers”) in the County of Monmouth, New Jersey (the “County”) to (i) refinance certain of the outstanding bond anticipation notes of the Borrowers; (ii) finance other general improvements of the Borrowers; (iii) finance tax anticipation notes of the Borrowers; and (iv) pay certain of the costs of issuance of the Series 2020 Notes, the Authority Local Unit Notes and the Borrower Notes, as hereinafter defined. The Series 2020 Notes are solely secured by a pledge of the Pledged Property, as defined in the Resolution, which includes the Authority’s right to receive Revenues (which includes the Authority’s right to receive payments of principal of and interest on the Authority Local Unit Notes and payments received from the County Guaranties, as hereinafter defined). The debt service on the Authority Local Unit Notes will be sufficient, in the aggregate, to pay the principal of and interest on the Series 2020 Notes when due. The Authority Local Unit Notes will be payable from and are secured by payments made on general obligation notes of each of the Borrowers (the “Borrower Notes”). The Borrower Notes will be sold to the Authority pursuant to separate Note Purchase Agreements entered into between the Authority and each of the Borrowers. The Borrower Notes shall be direct and general obligations of each of the respective Borrowers. In the opinion of bond counsel to each of the Borrowers, each respective Borrower Note is a valid and legally binding general obligation of the applicable Borrower and, unless paid from other sources, is payable from ad valorem taxes levied upon all the taxable property within the jurisdiction of such Borrower, without limitation as to rate or amount. See “SECURITY FOR THE SERIES 2020 NOTES” herein. As additional security for the Authority Local Unit Notes, payment of the principal of and interest on each Authority Local Unit Note is fully, unconditionally and irrevocably , solicitation or sale prior to registration, qualification exemption under the securities laws of any such jurisdiction. guaranteed by the County pursuant to a guaranty resolution each adopted on May 28, 2020 by the County (each, a “County Guaranty” or collectively, the “County Guaranties”) in the event that any Borrower does not make payment under its Borrower Note. The County has the power and the obligation to cause the levy of ad valorem taxes upon all the taxable property within the jurisdiction of the County without limitation as to rate or amount for the payment of its obligation under each County Guaranty. Each County Guaranty shall remain in effect until the respective Authority Local Unit Note being guaranteed shall have been paid in full. THE SERIES 2020 NOTES ARE DIRECT AND SPECIAL OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM THE PLEDGED PROPERTY (WHICH INCLUDES THE BORROWER NOTES AND THE COUNTY GUARANTIES). THE AUTHORITY HAS NO POWER TO LEVY OR COLLECT TAXES. THE SERIES 2020 NOTES ARE NEITHER A DEBT NOR LIABILITY OF THE STATE OF NEW JERSEY, THE COUNTY OR THE BORROWERS. In the opinion of Gibbons P.C., Bond Counsel to the Authority, assuming continuing compliance by the Authority and the Borrowers with certain tax covenants described herein, under existing law, interest on the Series 2020 Notes is excluded from the gross income of the owners of the Series 2020 Notes for Federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”) and interest on the Series 2020 Notes is not an item of tax preference under Section 57 of the Code for purposes of computing alternative minimum tax. Under existing law, interest on the Series 2020 Notes and net gains from the sale of the Series 2020 Notes are exempt from the tax imposed by the New Jersey Gross Income Tax Act. See “TAX MATTERS” herein regarding certain other tax considerations. This cover page includes certain information for reference only and is not a summary of matters set forth herein. Investors should read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2020 Notes are offered for delivery when, as and if issued and delivered to the Underwriter, subject to the approval of legality by Gibbons P.C., Newark, New Jersey, Bond Counsel to the Authority. Certain legal matters will be passed upon by McLaughlin Stauffer & Shaklee, P.C., Wall, New Jersey, Disclosure Counsel to the Authority. Certain legal matters concerning the obligations of the County will be passed upon by Michael D. Fitzgerald, Esq., Freehold, New Jersey, the County Counsel and by Archer & Greiner P.C., Red Bank, New Jersey, the County Bond Counsel. Certain legal matters concerning the Borrower Notes will be passed upon by Bond Counsel to each of the Borrowers. Certain legal matters will be passed upon for the Authority by its General Counsel, Dennis A. Collins, Esq., Manasquan, New Jersey, and for the Underwriter by Gluck Walrath LLP, Red Bank, New Jersey. NW Financial Group, LLC, Hoboken, New Jersey has acted as financial advisor to the Authority in connection with the issuance of the Series 2020 Notes. It is expected that the Series 2020 Notes will be available for delivery to DTC on or about July 13, 2020 in New York, New York or such other place as agreed to by the Authority. RAYMOND JAMES The date of this Official Statement is June __, 2020. This is a Preliminary Official Statement “deemed final” within the meaning of, and with the exception of certain information permitted to be omitted by, Rule 15c2-12 of the Securities and Exchange Commission, and is otherwise subject to change in accordance to change subject is otherwise and Commission, Exchange and Securities of the 15c2-12 Rule by, be omitted to permitted information of certain exception the with and of, meaning the within final” “deemed Statement Official Preliminary a is This Authority will deliver The a final Official with Statement applicable law. in compliance with Rule This 15c2-12. Preliminary Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities by any person in jurisdiction which it is unlawful for such to make offer * Preliminary, subject to change. THE MONMOUTH COUNTY IMPROVEMENT AUTHORITY MEMBERS AND PROFESSIONALS MEMBERS A. Richard Gatto, Chairman Gregory A. Buontempo, Vice Chairman Andrew J. Melnick, Treasurer William C. Barham, Member Robert Nicastro, Member SECRETARY TO THE AUTHORITY Marion Masnick AUTHORITY GENERAL COUNSEL Dennis A. Collins, Esq. Manasquan, New Jersey AUTHORITY FINANCIAL ADVISOR NW Financial Group, LLC Hoboken, New Jersey AUTHORITY BOND COUNSEL Gibbons P.C. Newark, New Jersey AUTHORITY DISCLOSURE COUNSEL McLaughlin Stauffer & Shaklee, P.C. Wall, New Jersey INDEPENDENT AUDITOR Robert Hulsart & Company Wall, New Jersey COUNTY OF MONMOUTH STATE OF NEW JERSEY BOARD OF CHOSEN FREEHOLDERS Thomas A. Arnone Director of the Board Susan M.