TOWNSHIP OF EDISON, In the County of Middlesex, New Jersey … · 2016. 12. 27. · $9,570,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016 consisting of: ... , interest on and

TOWNSHIP OF EDISON,In the County of Middlesex, New Jersey

$9,570,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016consisting of:

$7,860,000 General Improvement Refunding Bondsand

$1,710,000 Sewer Utility Refunding Bonds(Book Entry Issue)/(Callable)

NEW ISSUE

Dated Date: Date of Delivery

SERIAL BONDSRating: Moody’s “Aa2” (See “RATING” herein)

Due: June 1, as shown on the inside front cover page

IntheopinionofMcManimon,Scotland&Baumann,LLC,BondCounseltotheTownship(asdefinedherein),pursuanttoSection103(a)oftheInternalRevenueCodeof1986,asamended(the“Code”),interestontheBonds(asdefinedherein)isnotincludedingrossincomefor federal incometaxpurposesand isnotan itemof taxpreferenceforpurposesofcalculating thealternativeminimumtaximposedonindividualsandcorporations.ItisalsotheopinionofBondCounsel,thatinterestontheBondsheldbycorporatetaxpayersisincludedin“adjustedcurrentearnings”incalculatingalternativeminimumtaxableincomeforpurposesofthefederalalternativeminimumtaximposedoncorporations.Inaddition,intheopinionofBondCounsel, interestonandanygainfromthesaleoftheBondsisnotincludableasgrossincomeundertheNewJerseyGrossIncomeTaxAct.BondCounsel’sopinionsdescribedhereinaregiveninrelianceonrepresentations,certificationsoffact,andstatementsofreasonableexpectationmadebytheTownshipinitsTaxCertificate(asdefinedherein),assumecontinuingcompliancebytheTownshipwithcertaincovenantssetforthinitsTaxCertificate,andarebasedonexistingstatutes,regulations,administrativepronouncementsandjudicialdecisions.See“TAXMATTERS”herein.

The $9,570,000 General Obligation Refunding Bonds, Series 2016, consisting of $7,860,000 General Improvement Refunding Bonds (the “GI Refunding Bonds”) and $1,710,000 Sewer Utility Refunding Bonds (the “Utility Refunding Bonds” and, together with the GI Refunding Bonds, the “Bonds”) of the Township of Edison, in the County of Middlesex, New Jersey (the “Township”), are being issued to provide funds to (i) refund all or a portion of the Township’s Series 2007 Refunded Bonds (as defined herein) and (ii) pay certain costs incurred in connection with the authorization, sale and issuance of the Bonds. See “AUTHORIZATION AND PURPOSE OF THE BONDS” – Purpose of the Bonds” herein.

Interest on the Bonds will be payable semiannually on the first day of June and December in each year until maturity, commencing December 1, 2016. The principal of and the interest on the Bonds will be paid to DTC by Manufacturers and Traders Trust Company, New York, New York, as paying agent. Interest on the Bonds will be credited to the Participants (as defined herein) of DTC as listed on the records of DTC as of each next preceding May 15 and November 15 (the “Record Dates” for the payment of interest on the Bonds).

The Bonds are subject to optional and mandatory sinking fund redemption prior to their stated maturities. See “THE BONDS - Redemption”.

The Bonds will be issued in the form of one certificate for the principal amount of the Bonds of each series maturing in each year and when issued 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 a “Securities Depository”. See “THE BONDS - Book Entry-Only System” herein.

The Bonds are valid and legally binding general obligations of the Township and, unless paid from other sources, are payable from advalorem taxes levied upon all the taxable real property within the Township for the payment of the Bonds and the interest thereon without limitation as to rate or amount.

This cover page contains information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement, including the Appendices, to obtain information essential to the making of an informed investment decision.

The Bonds will be offered when, as and if issued and delivered to the Underwriter (as defined herein), subject to prior sale, to withdrawal or modification of the offer without notice and to approval of legality by the law firm of McManimon, Scotland & Baumann, LLC, Roseland, New Jersey and certain other conditions described herein. Certain legal matters will be passed upon for the Township by its counsel William W. Northgrave, Esq., Roseland, New Jersey. It is expected that the Bonds will be available for delivery to DTC in New York, New York or such other place as agreed to by the Township on or about August 31, 2016.

Dated: August 17, 2016

TOWNSHIP OF EDISON, In the County of Middlesex, New Jersey

$9,570,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016

consisting of: $7,860,000 General Improvement Refunding Bonds

and $1,710,000 Sewer Utility Refunding Bonds

MATURITIES, INTEREST RATES, YIELDS AND CUSIP NUMBERS

Year

General Improvement

Refunding Bonds Principal Amount

Sewer Utility Refunding Bonds Principal Amount

Combined Principal Amount

Interest Rate

Yield

CUSIP Number**

2020 $2,380,000 $70,000 $2,450,000 4.00% 1.02% 281047 E55 2021 2,525,000 75,000 2,600,000 4.00 1.16 281047 E63 2022 2,955,000 75,000 3,030,000 4.00 1.33 281047 E71 2023 -- 75,000 75,000 3.00 1.52 281047 E89 2024 -- 75,000 75,000 3.00 1.66 281047 E97 2025 -- 80,000 80,000 3.00 1.80 281047 F21 2026 -- 85,000 85,000 3.00 1.94 281047 F39

$275,000 4.00% Sewer Utility Refunding Term Bond due June 1, 2029 to Yield 2.30%, CUSIP Number 281047 F47** $305,000 4.00% Sewer Utility Refunding Term Bond due June 1, 2032 to Yield 2.47%, CUSIP Number 281047 F54** $595,000 4.00% Sewer Utility Refunding Term Bond due June 1, 2037 to Yield 2.69%, CUSIP Number 281047 F62**

________________

** "CUSIP" is a registered trademark of the American Bankers Association. CUSIP numbers are provided by Standard & Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The CUSIP Numbers listed above are being provided solely for the convenience of Bondholders only at the time of issuance of the Bonds and the Township does not make any representations with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specified maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds.

TOWNSHIP OF EDISON IN THE COUNTY OF MIDDLESEX

NEW JERSEY

MAYOR

Thomas Lankey

COUNCIL MEMBERS

Michael Lombardi, Council President Alvaro Gomez Robert C. Diehl Sapana Shah

Leonard D. Sendelsky Ajay Patil

Joseph Coyle

ADMINISTRATOR

Maureen Ruane

CHIEF FINANCIAL OFFICER

Nicholas Fargo

COMPTROLLER

Agnes Yang

TOWNSHIP CLERK

Cheryl Russomanno

TOWNSHIP ATTORNEY

William W. Northgrave, Esq. Roseland, New Jersey

TOWNSHIP AUDITOR

Hodulik & Morrison, P.A.

Highland Park, New Jersey

BOND COUNSEL

McManimon, Scotland & Baumann, LLC Roseland, New Jersey

FINANCIAL OPERATIONS

Government Strategy Group New Providence, New Jersey

No broker, dealer, salesperson or other person has been authorized by the Township to give any information or to make any representations with respect to the Bonds 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 Township 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 or warranty by the Underwriters or, as to information from sources other than itself, by the Township. The information and the expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale hereunder under any circumstances shall create any implication that there has been no change in any of the information herein since the date hereof or since 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 Township during normal business hours. For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission (the "SEC"), this document, as the same may be supplemented or amended by the Township from time to time (collectively, the "Official Statement"), may be treated as a "Final Official Statement" with respect to the Bonds described herein that is deemed final as of the date hereof (or of any such supplement or amendment) by the Township.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. NO REGISTRATION STATEMENT RELATING TO THE BONDS HAVE BEEN FILED WITH THE SEC OR ANY STATE SECURITIES AGENCY. THE BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES AGENCY, NOR HAS THE SEC OR ANY STATE SECURITIES AGENCY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE

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 Bonds in any jurisdiction in which it is unlawful for any person to make such an offer, solicitation or sale.

The Underwriter has reviewed the information in this Official Statement in accordance with, and

as part of, its responsibilities to investors under federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

McManimon, Scotland & Baumann, LLC has not participated in the preparation of the financial or

statistical information contained in this Official Statement nor have they verified the accuracy or completeness thereof, and, accordingly, they express no opinion with respect thereto.

TABLE OF CONTENTS INTRODUCTION ........................................................................................................................... 1 THE BONDS .................................................................................................................................. 1

General Description ................................................................................................................... 1 Optional Redemption ................................................................................................................. 2 Mandatory Sinking Fund Redemption ........................................................................................ 2 Notice of Redemption ................................................................................................................ 2 Book-Entry Only System ............................................................................................................ 3 Discontinuation of Book-Entry Only System .............................................................................. 5

SECURITY AND SOURCE OF PAYMENT ................................................................................... 5 AUTHORIZATION AND PURPOSE OF THE BONDS................................................................... 6

Authorization of the Bonds ......................................................................................................... 6 Purpose of the Bonds ................................................................................................................ 6

ESTIMATED SOURCES AND USES OF FUNDS ......................................................................... 7 MUNICIPAL FINANCE - FINANCIAL REGULATION OF COUNTIES AND MUNICIPALITIES ..... 7

Local Bond Law (N.J.S.A. 40A:2-1 et seq.) ................................................................................ 7 The Local Budget Law (N.J.S.A. 40A:4-1 et seq.) ..................................................................... 8 Tax Assessment and Collection Procedure ............................................................................. 10 Tax Appeals ............................................................................................................................. 11 The Local Fiscal Affairs Law (N.J.S.A. 40A:5-1 et seq.) .......................................................... 11

TAX MATTERS ............................................................................................................................ 11 General .................................................................................................................................... 11 Certain Federal Tax Consequences Relating to the Bonds ..................................................... 12 Bank Qualification .................................................................................................................... 12 IRS Circular 230 Disclosure ..................................................................................................... 13 New Jersey Gross Income Tax ................................................................................................ 13 Future Events ........................................................................................................................... 13

LITIGATION ................................................................................................................................. 13 SECONDARY MARKET DISCLOSURE ...................................................................................... 14 MUNICIPAL BANKRUPTCY ........................................................................................................ 15 APPROVAL OF LEGAL PROCEEDINGS ................................................................................... 16 UNDERWRITING ......................................................................................................................... 16 RATING ....................................................................................................................................... 17 FINANCIAL ADVISOR ................................................................................................................. 17 VERIFICATION OF MATHEMATICAL COMPUTATIONS ........................................................... 17 PREPARATION OF OFFICIAL STATEMENT ............................................................................. 17 ADDITIONAL INFORMATION ..................................................................................................... 18 MISCELLANEOUS ...................................................................................................................... 18 CERTAIN ECONOMIC AND DEMOGRAPHIC INFORMATION ABOUT THE TOWNSHIP OF EDISON .................................................................... Appendix A FINANCIAL STATEMENTS ........................................................................................... Appendix B FORM OF APPROVING LEGAL OPINION OF BOND COUNSEL................................ Appendix C

[ THIS PAGE INTENTIONALLY LEFT BLANK ]

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OFFICIAL STATEMENT Relating to

$9,570,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016 consisting of:

$7,860,000 General Improvement Refunding Bonds and

$1,710,000 Sewer Utility Refunding Bonds

of the

TOWNSHIP OF EDISON IN THE COUNTY OF MIDDLESEX, NEW JERSEY

INTRODUCTION

This Official Statement, which includes the cover page, the inside front cover page and the appendices attached hereto, has been prepared by the Township of Edison (the “Township”), in the County of Middlesex (the "County"), State of New Jersey (the "State"), in connection with the sale and the issuance of $9,570,000 aggregate principal amount General Obligation Refunding Bonds, Series 2016, consisting of $7,860,000 General Improvement Refunding Bonds (the "GI Refunding Bonds") and $1,710,000 Sewer Utility Refunding Bonds (the "Utility Refunding Bonds" and, together with the GI Refunding Bonds, the "Bonds"). This Official Statement has been executed by and on behalf of the Township by its Chief Financial Officer and may be distributed in connection with the sale of the Bonds described herein.

This Official Statement is "deemed final," as of its date, within the meaning of Rule 15c2-12 of the Securities and Exchange Commission.

THE BONDS General Description The Bonds shall be dated their date of issuance and will mature on June 1 in the years and in the principal amounts as set forth on the inside front cover page hereof. The Bonds shall bear interest from their date, payable semiannually on each June 1 and December 1 (each, an "Interest Payment Date"), commencing December 1, 2016, in each year until maturity, at the interest rates shown on the inside front cover page hereof. Interest on the Bonds shall be computed on a 30-day month/360-day year basis. The Bonds are issuable as fully registered book-entry bonds in the form of one certificate for each maturity of each series of the Bonds and in the principal amount of such maturity. The Bonds may be purchased in book-entry only form in the amount of $5,000 through book-entries made on the books and records of The Depository Trust Company, New York, New York ("DTC") and its participants. So long as DTC or its nominee, Cede & Co. (or any successor or assign), is the registered owner for the Bonds, payments of the principal of and interest on the Bonds will be made by Manufacturers and Traders Trust Company, New York, New York (the

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"Paying Agent") directly to Cede & Co. (or any successor or assign), as nominee for DTC. Interest on the Bonds will be credited to the participants of DTC as listed on the records of DTC as of each next preceding May 15 and November 15 (the "Record Dates" for the payment of interest on the Bonds). See "Book-Entry Only System" herein. Optional Redemption The Bonds maturing on or prior to June 1, 2027 shall not be subject to redemption prior to their respective maturity dates. The Bonds maturing on or after June 1, 2027 shall be subject to redemption prior to their respective maturity dates, on or after June 1, 2026 at the option of the Township, either in whole or in part on any date and in any order of maturity at one hundred percent (100%) of the principal amount of the Bonds being redeemed, plus in each case accrued interest thereon to the date fixed for redemption. Mandatory Sinking Fund Redemption The Utility Refunding Bonds maturing on June 1 in each of the 2029, 2032 & 2037 are subject to mandatory sinking fund redemption by the Township on June 1 in each of the years and in the principal amounts set forth below, at a redemption price equal to 100% of the principal amount of such Utility Refunding Bonds called for redemption, plus accrued interest to the redemption date:

Redemption Date (June 1)

Principal Amount to be Redeemed

Redemption Date(June 1)

Principal Amount to be Redeemed

2027 $90,000 2029 $95,000 2028 90,000

Redemption Date

(June 1) Principal Amount

to be Redeemed Redemption Date

(June 1) Principal Amount to be Redeemed

2030 $100,000 2032* $105,000 2031 100,000

Redemption Date

(June 1) Principal Amount

to be Redeemed Redemption Date

(June 1) Principal Amount to be Redeemed

2033 $110,000 2036 $125,000 2034 115,000 2037* 125,000 2035 120,000

Notice of Redemption

Notice of redemption shall be given by mailing by first class mail in a sealed envelope with postage prepaid to the registered owners of the Bonds not less than thirty (30) days, nor more than sixty (60) days prior to the date fixed for redemption. Such mailing shall be to the owners of such Bonds at their respective addresses as they last appear on the registration books kept for that purpose by the Township or a duly appointed Bond Registrar. Any failure of the securities depository to advise any of its participants or any failure of any participant to notify any beneficial owner of any notice of redemption shall not affect the validity of the redemption

Final maturity.

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proceedings. If the Township determines to redeem a portion of the Bonds prior to maturity, the Bonds to be redeemed shall be selected by the Township; the Bonds to be redeemed having the same maturity shall be selected by the securities depository in accordance with its regulations. So long as Cede & Co., as nominee of DTC, is the registered owner of the Bonds, the Paying Agent shall send redemption notices only to Cede & Co. See "Book-Entry-Only System" herein for further information regarding conveyance of notices and Beneficial Owners. If notice of redemption has been given as provided herein, the Bonds or the portion thereof called for redemption shall be due and payable on the date fixed for redemption at the redemption price, together with accrued interest to the date fixed for redemption. Interest shall cease to accrue on the Bonds after the date fixed for redemption and no further interest shall accrue beyond the redemption date. Payment shall be made upon surrender of the Bonds redeemed. Book-Entry-Only System The description which follows of the procedures and recordkeeping with respect to beneficial ownership interest in the Bonds, payment of principal and interest and other payments on the Bonds to Direct and Indirect Participants (each as defined below) or Beneficial Owners (defined below), confirmation and transfer of beneficial ownership interests in the Bonds and other related transactions by and between DTC, Direct Participants and Beneficial Owners, is based on certain information furnished by DTC to the Township.

DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities 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 Bond certificate will be issued for each year of maturity of each series of the Bonds, in the aggregate principal amount of each maturity, and will be deposited with DTC.

DTC, the world's largest 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+.

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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 and www.dtc.org.

Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("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 Bonds 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 Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are 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 Bonds with DTC and their 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 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are 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.

Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC's practice is to determine by lot the amount of interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC's procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Township 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 the Bonds are credited on the Record Date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds and principal and interest payments on the Bonds 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 Township or the paying agent, if any, on the payable date 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, the paying agent, if any, or the Township, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and principal and interest

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to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Township or the paying agent, if any, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the Township or the paying agent, if any. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered.

The Township may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC.

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

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

THE TOWNSHIP 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 BONDS, AS NOMINEE OF DTC, REFERENCES HEREIN TO THE BONDHOLDERS OR REGISTERED OWNERS OF THE BONDS (OTHER THAN UNDER THE CAPTION "TAX MATTERS") SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE BONDS. Discontinuation of Book-Entry Only System If the Township, 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 Bonds at any time, the Township will attempt to locate another qualified securities depository. If the Township fails to find such a securities depository, or if the Township determines, in its sole discretion, that it is in the best interest of the Township or that the interest of the Beneficial Owners might be adversely affected if the book-entry-only system of transfer is continued (the Township undertakes no obligation to make an investigation to determine the occurrence of any events that would permit it to make such determination), the Township shall notify DTC of the termination of the book-entry only system.

SECURITY AND SOURCE OF PAYMENT

The Bonds are valid and legally binding general obligations of the Township, and the

Township has pledged its full faith and credit for the payment of the principal of and the interest on the Bonds. The Township is required by law to levy ad valorem taxes upon all the real property taxable within the Township for the payment of the principal of and the interest on the Bonds without limitation as to rate or amount.

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AUTHORIZATION AND PURPOSE OF THE BONDS

Authorization of the Bonds

The Bonds have been authorized and are being issued pursuant to N.J.S.A. 40A:2-51 of the Local Bond Law (Chapter 2 of Title 40A of the New Jersey Statutes, as amended, the "Local Bond Law"), a refunding bond ordinance of the Township, finally adopted March 9, 2016 (the "Refunding Bond Ordinance") and a resolution of the Township, adopted on March 9, 2016, authorizing the sale and issuance of the Bonds (the "Resolution"). The issuance of the Bonds and the adoption of the Refunding Bond Ordinance are consistent with the parameters set by the Local Finance Board in the Department of Community Affairs, State of New Jersey (the "Local Finance Board") pursuant to N.J.A.C. 5:30-2.5.

Purpose of the Bonds

The Bonds are being issued by the Township to advance refund all of (i) $8,065,500 outstanding principal amount of the Township's General Improvement Bonds, originally issued in the principal amount of $29,675,500, dated June 1, 2007, which amount matures on June 1 in each of the years 2020 through 2022, inclusive (the "General Improvement Refunded Bonds"), and (ii) $1,731,500 outstanding principal amount of the Township's Sewer Utility Bonds, originally issued in the principal amount of $2,266,500, dated June 1, 2007, which amount matures on June 1 in each of the years 2020 through 2037, inclusive (the "Sewer Utility Refunded Bonds" and, together with the General Improvement Refunded Bonds, the "Refunded Bonds"), which are subject to redemption at the option of the Township on any date on or after June 1, 2019 (the "Redemption Date"), at a redemption price of 100% of the principal amount of the Refunded Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption (the "Redemption Price"); and (iii) provide for the costs associated with the authorization, sale and issuance of the Bonds. Pursuant to an Escrow Deposit Agreement (the "Escrow Deposit Agreement"), dated the date of issuance of the Bonds by and between the Township and Manufacturers and Traders Trust Company, New York, New York (the "Escrow Agent"), the Township will irrevocably deposit with the Escrow Agent direct non-callable obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America (the "Government Obligations"), which Government Obligations will bear interest at such rates and will mature at such times and in such amounts so that, when paid in accordance with their terms, sufficient moneys will be available to make full and timely payments of the interest due on the Refunded Bonds when due and the Redemption Price of the Refunded Bonds on the Redemption Date.

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ESTIMATED SOURCES AND USES OF FUNDS The following sets forth the estimated sources and uses of funds in connection with the sale and issuance of the Bonds. Sources of Funds

GI Refunding

Bonds

Utility Refunding

Bonds

Total Principal Amount of Bonds $7,860,000.00 $1,710,000.00 $ 9,570,000.00Original Issue Premium 1,025,975.55 205,847.30 1,231,822.85Debt Service Fund Contribution 68,575.73 12,090.00 80,665.73 Total Sources of Funds $8,954,551.28 $1,927,937.30 $10,882,488.58 Uses of Funds Deposit to Escrow Account $8,868,560.53 $1,909,563.14 $10,778,123.67Costs of Issuance1 85,990.75 18,374.16 104,364.91 Total Uses of Funds $8,954,551.28 $1,927,937.30 $10,882,488.58_________________ 1 Includes Underwriter’s discount, legal, rating agency, accounting, fiduciary, verification, printing, rounding amount and miscellaneous fees and expenses.

MUNICIPAL FINANCE - FINANCIAL REGULATION OF COUNTIES AND MUNICIPALITIES

Local Bond Law (N.J.S.A. 40A:2-1 et seq.) The Local Bond Law governs the issuance of bonds and notes to finance certain general municipal and utility capital expenditures. Among its provisions are requirements that bonds must mature within the statutory period of usefulness of the projects bonded and that bonds be retired in serial installments. A 5% cash down payment is generally required toward the financing of expenditures for municipal purposes. All bonds and notes issued by the Township are general full faith and credit obligations. The authorized bonded indebtedness of the Township for municipal purposes is limited by statute, subject to the exceptions noted below, to an amount equal to 3½% of its average equalized valuation basis. The average for the last three years of the equalized value of all taxable real property and improvements and certain Class II railroad property within the boundaries of Township, as annually determined by the State Director of Taxation is $14,751,465,586.33. Certain categories of debt are permitted by statute to be deducted for purposes of computing the statutory debt limit, including school bonds that do not exceed the school bond borrowing margin and certain debt that may be deemed self-liquidating. The Township has not exceeded its statutory debt limit. As of December 31, 2015, the statutory net debt as a percentage of average equalized valuation was 0.674%. As noted above, the statutory limit is 3½%.

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The Township may exceed its debt limit with the approval of the Local Finance Board, a State regulatory agency, and as permitted by other statutory exceptions. If all or any part of a proposed debt authorization would exceed its debt limit, the Township may apply to the Local Finance Board for an extension of credit. If the Local Finance Board determines that a proposed debt authorization would not materially impair the credit of the Township or substantially reduce the ability of the Township to meet its obligations or to provide essential public improvements and services, or if it makes certain other statutory determinations, approval is granted. In addition, debt in excess of the statutory limit may be issued by the Township to fund certain notes, to provide for self-liquidating purposes, and, in each fiscal year, to provide for purposes in an amount not exceeding 2/3 of the amount budgeted in such fiscal year for the retirement of outstanding obligations (exclusive of utility and assessment obligations). The Township may sell short-term "bond anticipation notes" to temporarily finance a capital improvement or project in anticipation of the issuance of bonds if the bond ordinance or a subsequent resolution so provides. Bond anticipation notes for capital improvements may be issued in an aggregate amount not exceeding the amount specified in the ordinance creating such capital expenditure, as it may be amended and supplemented. A local unit’s bond anticipation notes may be issued for periods not greater than one year. Generally, bond anticipation notes may not be outstanding for longer than ten years. An additional period may be available following the tenth anniversary date equal to the period from the notes’ maturity to the end of the tenth fiscal year in which the notes mature plus 4 months (May 1) in the next following fiscal year from the date of original issuance. Beginning in the third year, the amount of notes that may be issued is decreased by the minimum amount required for the first year’s principal payment for a bond issue. The Local Budget Law (N.J.S.A. 40A:4-1 et seq.) The foundation of the New Jersey local finance system is the annual cash basis budget. Every local unit must adopt a budget in the form required by the Division of Local Government Services, Department of Community Affairs, State of New Jersey (the "Division"). Certain items of revenue and appropriation are regulated by law and the proposed budget must be certified by the Director of the Division (the "Director") prior to final adoption. The Local Budget Law requires each local unit to appropriate sufficient funds for payment of current debt service, and the Director is required to review the adequacy of such appropriations. The Township is authorized to issue Emergency Notes and Special Emergency Notes pursuant to the Local Budget Law. Tax Anticipation Notes are limited in amount by law and must be paid off in full within 120 days of the close of the fiscal year. The Director has no authority over individual operating appropriations, unless a specific amount is required by law, but the review functions focusing on anticipated revenues serve to protect the solvency of all local units. The cash basis budgets of local units must be in balance, i.e., the total of anticipated revenues must equal the total of appropriations (N.J.S.A. 40A:4-22). If in any year a local unit's expenditures exceed its realized revenues for that year, then such excess must be raised in the succeeding year's budget.

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The Local Budget Law (N.J.S.A. 40A:4-26) provides that no miscellaneous revenues from any source may be included as an anticipated revenue in the budget in an amount in excess of the amount actually realized in cash from the same source during the next preceding fiscal year, unless the Director determines that the facts clearly warrant the expectation that such excess amount will actually be realized in cash during the fiscal year and certifies that determination to the local unit. No budget or budget amendment may be adopted unless the Director shall have previously certified his approval of such anticipated revenues except that categorical grants-in-aid contracts may be included for their face amount with an offsetting appropriation. The fiscal years for such grants rarely coincide with the municipality's calendar year. However, grant revenue is generally not realized until received in cash. The same general principle that revenue cannot be anticipated in a budget in excess of that realized in the preceding year applies to property taxes. The maximum amount of delinquent taxes that may be anticipated is limited by a statutory formula, which allows the unit to anticipate collection at the same rate realized for the collection of delinquent taxes in the previous year. Also the local unit is required to make an appropriation for a "reserve for uncollected taxes" in accordance with a statutory formula to provide for a tax collection in an amount that does not exceed the percentage of taxes levied and payable in the preceding fiscal year that was received in cash by December 31 of that year. The budget also must provide for any cash deficits of the prior year. Emergency appropriations (those made after the adoption of the budget and the determination of the tax rate) may be authorized by the governing body of a local unit. However, with minor exceptions, such appropriations must be included in full in the following year's budget. The exceptions are certain enumerated quasi-capital projects ("special emergencies") such as ice, snow and flood damage to streets, roads and bridges, which may be amortized over three years, and tax map preparation, re-evaluation programs, revision and codification of ordinances, master plan preparation drainage map preparation for flood control purposes and contractually required severance liabilities, which may be amortized over five years. Of course, emergency appropriations for capital projects may be financed through the adoption of a bond ordinance and amortized over the useful life of the project. Budget transfers provide a degree of flexibility and afford a control mechanism. Transfers between appropriation accounts may be made only during the last two months of the year. Appropriation reserves may also be transferred during the first three (3) months of the year, to the previous year’s budget. Both types of transfers require a 2/3 vote of the full membership of the governing body; however, transfers cannot be made from either the down payment account or the capital improvement fund. Transfers may be made between sub-account line items within the same account at any time during the year, subject to internal review and approval. In a "CAP" budget, no transfers may be made from excluded from "CAP" appropriations to within "CAPS" appropriations nor can transfers be made between excluded from "CAP" appropriations. A provision of law known as the New Jersey "Cap Law" (N.J.S.A. 40A:4-45.1 et seq.) imposes limitations on increases in municipal appropriations subject to various exceptions. The payment of debt service is an exception from this limitation. The Cap formula is somewhat complex, but basically, it permits a municipality to increase its overall appropriations by the

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lesser of 2.5% or the "Index Rate" if the index rate is greater than 2.5%. The "Index Rate" is the rate of annual percentage increase, rounded to the nearest one-half percent, in the Implicit Price Deflator for State and Local Government purchases of goods and services computed by the U.S. Department of Commerce. Exceptions to the limitations imposed by the Cap Law also exist for other things including capital expenditures; extraordinary expenses approved by the Local Finance Board for implementation of an interlocal services agreement; expenditures mandated as a result of certain emergencies; and certain expenditures for services mandated by law. Counties are also prohibited from increasing their tax levies by more than the lesser of 2.5% or the Index Rate subject to certain exceptions. Municipalities by ordinance approved by a majority of the full membership of the governing body may increase appropriations up to 3.5% over the prior year’s appropriation and counties by resolution approved by a majority of the full membership of the governing body may increase the tax levy up to 3.5% over the prior years’ tax levy in years when the Index Rate is 2.5% or less.

Additionally, legislation constituting P.L. 2010, c. 44, limits tax levy increases for those local units to 2% with exceptions only for capital expenditures including debt service, increases in pension contributions and accrued liability for pension contributions in excess of 2%, certain healthcare increases, extraordinary costs directly related to a declared emergency and amounts approved by a simple majority of voters voting at a special election. Neither the tax levy limitation nor the "Cap Law" limits the obligation of the Township to levy ad valorem taxes upon all taxable real property within the Township to pay debt service on its bonds or notes. In accordance with the Local Budget Law, each local unit must adopt and may from time to time amend rules and regulations for capital budgets, which rules and regulations must require a statement of capital undertakings underway or projected for a period not greater than over the next ensuing six years as a general improvement program. The capital budget, when adopted, does not constitute the approval or appropriation of funds, but sets forth a plan of the possible capital expenditures which the local unit may contemplate over the three years. Expenditures for capital purposes may be made either by ordinances adopted by the governing body setting forth the items and the method of financing or from the annual operating budget if the terms were detailed. Tax Assessment and Collection Procedure Property valuations (assessments) are determined on true values as arrived at by a cost approach, market data approach and capitalization of net income where appropriate. Current assessments are the results of new assessments on a like basis with established comparable properties for newly assessed or purchased properties. This method assures equitable treatment to like property owners. But it often results in a divergence of the assessment ratio to true value. Because of the changes in property resale values, annual adjustments could not keep pace with the changing values. A re-evaluation of all property in the Township was last completed in 1983. Upon the filing of certified adopted budgets by the Township’s local school district and the County, the tax rate is struck by the County Board of Taxation based on the certified amounts in each of the taxing districts for collection to fund the budgets. The statutory provision for the assessment of property, levying of taxes and the collection thereof are set forth in N.J.S.A. 54:4-1 et seq. Special taxing districts are permitted in New Jersey for various special services rendered to the properties located within the special districts.

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Tax bills are mailed annually in June by the Township. The taxes are due August 1 and November 1 respectively, and are adjusted to reflect the current calendar year’s total tax liability. The preliminary taxes due February 1 and May 1 of the succeeding year are based upon one-half of the current year’s total tax. Tax installments not paid on or before the due date are subject to interest penalties of 8% per annum on the first $1,500.00 of the delinquency and 18% per annum on any amount in excess of $1,500.00. These interest rates and penalties are the highest permitted under New Jersey Statutes. Delinquent taxes open for one year or more are annually included in a tax sale in accordance with New Jersey Statues. Tax Appeals The New Jersey Statutes provide a taxpayer with remedial procedures for appealing an assessment deemed excessive. Prior to February 1 in each year, the Township must mail to each property owner a notice of the current assessment and taxes on the property. The taxpayer has a right to petition the County Tax Board on or before April 1 for review. The County Board of Taxation has the authority after a hearing to decrease or reject the appeal petition. These adjustments are usually concluded within the current tax year and reductions are shown as canceled or remitted taxes for that year. If the taxpayer feels his petition was unsatisfactorily reviewed by the County Board of Taxation, appeal may be made to the Tax Court of New Jersey for further hearing. Some State Tax Court appeals may take several years prior to settlement and any losses in tax collections from prior years are charged directly to operations. The Local Fiscal Affairs Law (N.J.S.A. 40A:5-1 et seq.) This law regulates the non-budgetary financial activities of local governments. The chief financial officer of every local unit must file annually, with the Director, a verified statement of the financial condition of the local unit and all constituent boards, agencies or commissions. An independent examination of each local unit’s accounts must be performed annually by a licensed registered municipal accountant. The audit, conforming to the Division of Local Government Services’ "Requirements of Audit", includes recommendations for improvement of the local unit’s financial procedures and must be filed with the report, together with all recommendations made, and must be published in a local newspaper within 30 days of its submission. The entire annual audit report for the year ended December 31, 2015 for the Township is on file with the Clerk and is available for review during business hours.

TAX MATTERS

General Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code") provides that interest on obligations such as the Bonds is not included in gross income for federal income tax purposes only if certain requirements are met. In its Certificate as to Arbitrage and Compliance with the Code (the "Tax Certificate"), which will be delivered in connection with the issuance of the Bonds, the Township will make certain representations, certifications of fact, and statements of reasonable expectation in connection with the issuance of the Bonds and certain ongoing covenants to comply with applicable requirements of the Code

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to assure the exclusion of the interest on the Bonds from gross income under Section 103(a) of the Code. In the opinion of Bond Counsel, under existing statutes, regulations, administrative pronouncements and judicial decisions, and in reliance on the representations, certifications of fact, and statements of reasonable expectation made by the Township in the Tax Certificate and assuming compliance by the Township with its ongoing covenants in the Tax Certificate, interest on the Bonds is not included in the gross income of the owners thereof for federal income tax purposes pursuant to the Section 103(a) of the Code and is not an item of tax preference to be included in calculating alternative minimum taxable income under the Code for purposes of the alternative minimum tax imposed with respect to individuals and corporations. Interest on the Bonds held by corporate taxpayers is included in the relevant income computation for calculation of the federal alternative minimum tax imposed on corporations as a result of interest on the Bonds being included in "adjusted current earnings." Certain Federal Tax Consequences Relating to the Bonds Although interest on the Bonds is excluded from gross income for federal income tax purposes, the accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The nature and extent of these other tax consequences will depend upon the recipient’s particular tax status or other items of income or deduction. Bond Counsel expresses no opinion regarding any such consequences. Purchasers of the Bonds, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States), property or casualty insurance companies, banks, thrifts or other financial institutions and certain recipients of Social Security benefits, are advised to consult their own tax advisors as to the tax consequences of purchasing or holding the Bonds. There can be no assurance that legislation will not be introduced or enacted after the issuance and delivery of the Bonds so as to affect adversely the exclusion from gross income for federal income tax purposes of interest on the Bonds. Each purchaser of the Bonds should consult his or her own advisor regarding any changes in the status of pending or proposed federal tax legislation. Bank Qualification The Bonds will not be designated as qualified under Section 265 of the Code by the Township for an exemption from the denial of deduction for interest paid by financial institutions to purchase or to carry tax-exempt obligations. The Code denies the interest deduction for certain indebtedness incurred by banks, thrift institutions and other financial institutions to purchase or to carry tax-exempt obligations. The denial to such institutions of one hundred percent (100%) of the deduction for interest paid on funds allocable to tax-exempt obligations applies to those tax-exempt obligations acquired by such institutions after August 7, 1986. For certain issues, which are eligible to be designated and which are designated by the issuer as qualified under Section 265 of the Code, eighty percent (80%) of such interest may be deducted as a business expense by such institutions.

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IRS Circular 230 Disclosure To ensure compliance with requirements imposed by the Internal Revenue Service, any purchaser of the Bonds is hereby informed that (i) any U.S. federal tax advice contained in this offering material (including any attachments) is not intended or written by Bond Counsel to the Township 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 Bond Counsel, the interest on the Bonds and any gain realized on the sale of the Bonds is not includable as gross income under the New Jersey Gross Income Tax Act. Future Events Tax legislation, administrative action taken by tax authorities, and court decisions, whether at the Federal or state level, may adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes, or the exclusion of interest on and any gain realized on the sale of the Bonds under the existing New Jersey Gross Income Tax Act, and any such legislation, administrative action or court decisions could adversely affect the market price or marketability of the Bonds. EACH PURCHASER OF THE BONDS SHOULD CONSULT HIS OR HER OWN ADVISOR REGARDING ANY CHANGES IN THE STATUS OF PENDING OR PROPOSED FEDERAL OR NEW JERSEY STATE TAX LEGISLATION, ADMINISTRATIVE ACTION TAKEN BY TAX AUTHORITIES, OR COURT DECISIONS. ALL POTENTIAL PURCHASERS OF THE BONDS SHOULD CONSULT WITH THEIR TAX ADVISORS IN ORDER TO UNDERSTAND THE IMPLICATIONS OF THE CODE.

LITIGATION

To the knowledge of the Township Attorney, William W. Northgrave, Esq., Roseland, New Jersey, there is no litigation of any nature now pending or threatened, restraining or enjoining the issuance or the delivery of the Bonds, or the levy or the collection of any taxes to pay the principal of or the interest on the Bonds, or in any manner questioning the authority or the proceedings for the issuance of the Bonds or for the levy or the 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, and except as noted in Appendix B under the heading “CONTINGENT LIABILITIES – Litigation Pending or Threatened,” no litigation would have a material adverse impact on the financial condition of the Township if adversely decided.

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SECONDARY MARKET DISCLOSURE

The Township, pursuant to the Resolution, has covenanted for the benefit of the Bondholders and the beneficial owners of the Bonds to provide certain secondary market disclosure information pursuant to the Securities and Exchange Commission Rule 15c2-12 (the "Rule"). Specifically, for so long as the Bonds remain outstanding (unless the Bonds have been wholly defeased), the Township will:

(a) On or prior to 270 days from the end of each fiscal year, beginning with the fiscal year ending December 31 of the year in which the Bonds are issued, to the Municipal Securities Rulemaking Board through the Electronic Municipal Market Access Data Port (the "MSRB"), annual financial information with respect to the Township consisting of the audited financial statements (or unaudited financial statements if audited financial statements are not then available, which audited financial statements will be delivered when and if available) of the Township and certain financial information and operating data consisting of (i) the Township and overlapping indebtedness including a schedule of outstanding debt issued by the Township, (ii) property valuation information, and (iii) tax rate, levy and collection data. The audited financial information will be prepared in accordance with modified cash accounting as mandated by State of New Jersey statutory principles in effect from time to time or with generally accepted accounting principles as modified by governmental accounting standards as may be required by New Jersey law and shall be filed electronically and accompanied by identifying information with the MSRB; (b) in a timely manner not in excess of ten business days after the occurrence of the event, to the MSRB, notice of any of the following events with respect to the Bonds (herein "Material Events"):

(1) Principal and 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, the issuance 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 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

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of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;

(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 the MSRB, notice of failure of the Township to provide

required annual financial information on or before the date specified in the Resolution.

The Township shall not be liable for any monetary damages, remedy of the beneficial owners of the Bonds being specifically limited in the undertaking to specific performance of the covenants.

The undertaking may be amended by the Township from time to time, without the

consent of the Bondholders or the beneficial owners of the Bonds, 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.

In the past five years, the Township has failed to comply with its prior undertakings to

provide secondary market disclosure in connection with obligations issued by the Township. More specifically, the Township failed to file its audited financial statements, operating data and certain notices of failure to timely file for each of the past five years. The Township completed a series of filings and, as of the date hereof, is in compliance with its prior undertakings. The Township has recently engaged the services of Digital Assurance Certification LLC to act as dissemination agent for the Township in connection with all of the Township’s ongoing continuing disclosure obligations, including the Bonds. There can be no assurance that there will be a secondary market for the sale or purchase of the Bonds. 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 Township may affect the future liquidity of the Bonds.

MUNICIPAL BANKRUPTCY

The undertakings of the Township should be considered with reference to Chapter IX of the Bankruptcy Act, 11 U.S.C. Section 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 as further amended and other bankruptcy laws affecting creditor’s rights and municipalities in general. The amendments of P.L. 94-260 replace former Chapter IX and permit the State or any political subdivision, public agency, or instrumentality

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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; directs such a petitioner to file with the court a list of petitioner’s creditors; provides 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; grants priority to debt owed for services or material actually provided within three months of the filing of the petition; directs a petitioner to file a plan for the adjustment of its debts; and provides that the plan must be accepted in writing by or on behalf of creditors holding at least two-thirds in amount or 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 a municipality 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.

APPROVAL OF LEGAL PROCEEDINGS

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

the Bonds are subject to the approval of McManimon, Scotland & Baumann, LLC, Roseland, New Jersey, Bond Counsel to the Township, whose approving legal opinion will be delivered with the Bonds substantially in the form set forth as Appendix “C”. Certain legal matters will be passed on for the Township by its Counsel, William W. Northgrave, Esq., Roseland, New Jersey.

UNDERWRITING

RBC Capital Markets, LLC, Florham Park, New Jersey (the "Underwriter"), pursuant to a bond purchase contract between the Township and the Underwriter dated the date hereof (the "Purchase Contract"), has agreed, subject to certain customary conditions precedent to closing, to purchase the Bonds at a purchase price of $10,763,542.85. The purchase price reflects the principal amount of the Bonds, plus an original issue premium in the amount of $1,231,822.85 and less an Underwriter's discount of $38,280.00. The Bonds are being offered to the public at the yields set forth on the inside front cover page of this Official Statement, which yields may be changed from time to time by the Underwriter without notice. The Bonds may be offered and sold to dealers, including the Underwriter and dealers acquiring the Bonds for their own account or any account managed by them, at yields higher than the public offering prices. The Underwriter's obligations are subject to certain conditions precedent, which, if satisfied, will obligate the Underwriter to purchase all of the Bonds. RBC Capital Markets, LLC has provided the following information for inclusion in this Official Statement: The Underwriter and its respective affiliates are full-service financial institutions engaged in various activities, that may include securities trading, commercial and investment banking, municipal advisory, brokerage, and asset management. In the ordinary course of business, the Underwriter and its respective affiliates may actively trade debt and, if applicable, equity securities (or related derivative securities) and provide financial instruments (which may include bank loans, credit support or interest rate swaps). The Underwriter and its respective affiliates may engage in transactions for their own accounts involving the securities and instruments made the subject of this securities offering or other offering of the Township.

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The Underwriter and its respective affiliates may also communicate independent investment recommendations, market color or trading ideas and publish independent research views in respect of this securities offering or other offerings of the Township. The Underwriter and its respective affiliates may make a market in credit default swaps with respect to municipal securities in the future.

RATING

Moody’s Investors Service ("Moody’s"), has assigned a rating of “Aa2” to the Bonds.

An explanation of the significance of such credit rating may be obtained from Moody’s at 7 World Trade Center at 250 Greenwich Street, New York, New York 10007. There is no assurance that such credit rating will continue for any period of time or that such rating will not be revised or withdrawn. Any such revision or withdrawal of such credit rating may have an adverse affect on the market price of the Bonds. Neither the Township nor the Underwriters have undertaken or will undertake any responsibility to bring to the attention of the owners of the Bonds any proposed change or withdrawal of such credit rating or to oppose any such proposed revision.

FINANCIAL OPERATIONS

Government Strategy Group, New Providence, New Jersey is under contract to provide financial operation services to the Township. Government Strategy Group has provided financial operations to the Township with respect to the issuance of the Bonds and has assisted in other matters relating to the planning, structuring and issuance of the Bonds. However, Government Strategy Group 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.

VERIFICATION OF MATHEMATICAL COMPUTATIONS

The (i) mathematical accuracy of the computation of the adequacy of the maturing

principal of and interest earned on the Government Obligations to be purchased to provide for the payment of the Redemption Price of the Refunded Bonds on the Redemption Date and the (ii) mathematical computations supporting Bond Counsel's conclusion that the Bonds will not be "arbitrage bonds" under the Code will be verified by Hodulik & Morrison, P.A.

PREPARATION OF OFFICIAL STATEMENT

The Township hereby states that the descriptions and statements herein, including

financial statements, are true and correct in all material respects and it will confirm to the purchasers of the Bonds, by certificates signed by the Mayor and Chief Financial Officer of the Township, that to their 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 statement of a material fact or omit to state a material fact necessary to make the statements herein, in light of the circumstances under which they were made, not misleading.

Hodulik & Morrison, P.A., assisted in the preparation of information contained in this Official Statement and takes responsibility for the audited financial statements to the extent specified in their Independent Auditor’s Report.

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

reliable and they make no warranty, guaranty or other representation with respect to the accuracy and completeness of such information.

McManimon, Scotland & Baumann, LLC, 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.

ADDITIONAL INFORMATION

Inquiries regarding this Official Statement, including information additional to that contained herein, may be directed to Agnes Yang, the Township’s Comptroller, at 100 Municipal Boulevard, Edison, New Jersey 08817, telephone (732) 248-7325 or by e-mail [email protected].

MISCELLANEOUS

This Official Statement is not to be construed as a contract or agreement between the Township and the purchasers or holders of any of the Bonds. Any statements made in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended merely as opinions and not as representations of fact. The information and expressions of opinion contained herein are subject to change without notice and neither the delivery of this Official Statement nor any sale of Bonds made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Township since the date hereof. The information contained in the Official Statement is not guaranteed as to accuracy or completeness.

TOWNSHIP OF EDISON

By: /s/ Nicholas Fargo Nicholas Fargo, Chief Financial Officer Dated: August 17, 2016

APPENDIX A

CERTAIN ECONOMIC AND DEMOGRAPHIC INFORMATION ABOUT THE TOWNSHIP OF EDISON


THE TOWNSHIP OF EDISON

Location The Township of Edison is located in northern Middlesex County on the navigable Raritan River, adjacent to the City of New Brunswick and the Boroughs of Highland Park and Sayreville on the South, the Township of Piscataway and Borough of South Plainfield on the West, the Townships of Scotch Plains and Clark on the North, and the Township of Woodbridge on the East. The Township’s 31 square miles are, in fact, at the “Crossroads of New Jersey”. Government Structure The Township is managed under the Mayor-Council form of government authorized under Plan E of the “Faulkner Act of 1950”. This form of government, authorized by the voters in 1956 and implemented on January 1, 1958, provides for the direct election of the Mayor and seven Council Members to staggered terms of four years. Partisan elections are held bi-annually for the purpose of filling, four council seats or, alternatively, electing a mayor and three council members. The executive power of Township government is exercised by the Mayor, supported by a Business Administrator and various department heads. The legislative power of Township government, including the authorization of all non-emergent spending appropriations, vests with the Municipal Council. Transportation Edison Township’s accessibility to major transportation arteries has made it a desirable destination for a residence and as a business location. Interchange #10 on the twelve lane New Jersey Turnpike is situated in Edison Township. From this interchange, Newark Airport and Port Newark are 18 miles to the North, New York City is 30 miles to the Northeast, and Philadelphia is 60 miles to the Southwest. The Township is also traversed by 5 miles of I-287, 6 miles of U.S. Route 1, and 6 miles of N.J. Route 27, with accompanying interchanges. Highway access to the New Jersey shore area’s recreational centers is provided by the Garden State Parkway, which is accessible from each of the major roadways listed above and from local roads via an interchange located just over the Township’s border in neighboring Woodbridge Township. The main lines of the Northeast Corridor rail system pass through Edison Township. A commuter rail station is situated in Edison Township and rail service between New York and Philadelphia is provided by New Jersey Transit. An additional commuter rail station is located in nearby Metuchen, and AMTRAK service is available from the New Brunswick and Metropark rail stations. Freight service is available at all major industrial centers within the Township. Bus service is available to most of Central New Jersey through New Jersey Transit. Municipal Services The Township provides a variety of services including police and fire protection, maintenance of Township streets, recycling and leaf removal, sanitary sewer systems, health services, recreation services and maintenance of the Township’s parks and open spaces. The Township operates a separate Division of Senior Citizen Services which provides cultural, recreational and transportation services, as well providing a modern facility for meeting purposes. The imposition of statutory restraints on the growth of municipal purpose tax levies has resulted in a streamlining of the Township’s work force. Police protection is provided by a full time police department that currently numbers 182 sworn officers, down from 168 sworn officers in 2014. Fire protection is provided by a paid, full-time department which includes 134 sworn officers, up from 133 in 2014. In addition to fire suppression, the Fire Department is responsible for investigations and fire prevention. The Department of Public Works consists of 113 employees, including administrative and support staff, and is responsible for streets and roads, sewer system operations, recycling, buildings and grounds maintenance and leaf collection. The Township’s current workforce includes a total of 607 full-time employees and an additional 267 part-time employees. In 2014, the Township employed 645 and 279 full and part-time employees, respectively.

The Township’s Free Public Library includes its main branch which is located on Plainfield Avenue, and two satellite branches, located on Grove Avenue in North Edison and on Hoover Avenue in the Clara Barton section of the Township. Computers and Internet connections are available at each of the three library buildings, and a Bookmobile is in operation to bring library services to those who have difficulty traveling to one of the branch buildings. School Facilities The Edison Township school system began operation in 1870. Today, the Edison School District is comprised of seventeen (19) schools, including eleven (13) elementary schools, four (4) middle schools, and two (2) high schools. For the year ended June 30, 2014, the District employed 1,769 employees, including 1,295 instructional staff members holding teacher certifications. Trends in Average Daily Enrollment (ADE) and Average Daily Attendance (ADA) for the last five school years is as follows: School Year Ended June 30 ADE ADA 2015 13,979 13,424 2014 14,471 13,933 2013 14,184 13,617 2012 14,130 13,578 2011 14,181 13,627 During the 2013-14 recent school year, a fire destroyed the James Monroe Elementary School. At June 30, 2015, the District had authorized $28.1 million to replace the school and had expended $7.5 million on this project. Additional project authorizations are anticipated to permit the copmpletion of this project. At June 30, 2015, the Edison School District had $6,320,000 of outstanding school bonds and $7,195,000 of outstanding lease purchase obligations whose proceeds are restricted to the improvement and/or replacement of the District’s school facilities.

TOWNSHIP OF EDISON COUNTY OF MIDDLESEX, NEW JERSEY POPULATION TRENDS

Year Edison Middlesex County

2014 101,970 836,297 2013 101,450 828,919

2012 100,886 823,196 2011 100,513 816,683 2010 100,082 811,130 2009 99,736 790,738 2008 99,220 785,324

___________________ Source: U.S. Bureau of the Census, Population Division TREND OF EMPLOYMENT AND UNEMPLOYMENT

Year

Labor Force Employment

Unemployment Rate

2014

Township County State

54,139

432,112 4,518,714

51,408 406,174

4,218,435

5.0 %

6.0 6.6

2013


56,024

443,825 4,537,821

52,617 410,919

4,166,029

6.1 %

7.4 8.2

2012


55,848

442,912 4,561,726

52,000 406,106

4,136,940

6.9 8.3 9.3

2011


55,368

436,170 4,535,778

51,493 399,472

4,112,200

7.0 8.4 9.3

2010


55,325

435,643 4,454,582

51,258 397,691

4,108,705

7.4 8.7 9.6

2009


55,444

427,237 4,544,679

51,488 391,116

4,135,855

7.1 8.5 9.0

___________________ Source: New Jersey Department of Labor and Workforce Development, Labor Planning and Analysis

TOWNSHIP OF EDISON COUNTY OF MIDDLESEX, NEW JERSEY LARGEST TAXPAYERS 2016

Assessed Taxpayer Value Isaac Heller $159,351,500 Center Realty/Fed. Storage Whse. 147,567,400 Shopping Center Assoc. (Menlo Pk.) 144,909,800 Garden State Bldgs./Raritan Plaza 84,061,300 Cooper Associates 59,362,200 Durham Woods Assoc. 55,000,000 KTR Edison, LLC 46,153,600 Blueberry Village/Edison Village 43,896,000 Prologis/Security Capital Trust 41,513,200 Edison Center Assoc. 34,472,600 Hartz Mountain 33,991,500 Morris Associates 32,396,300 P S E & G 30,126,900 Rivendell 29,128,400 Millbrook Gardens 28,549,000 NJIND, LLC 27,919,400 Torsiello Assoc. 25,901,800 Margate Tenants Corp. 24,090,200 Oxford Arms 19,250,000 Edison Tyler Village 19,140,000 ___________________ Source: Township of Edison, Office of Tax Assessor

TOWNSHIP OF EDISON COUNTY OF MIDDLESEX, NEW JERSEY EMPLOYMENT Within Edison’s boundaries are several areas zoned for industrial and commercial use which aggregate to approximately 4,500 acres. The largest area, the Raritan Center, is located on the former Raritan Arsenal site along the Raritan River. This site has been developed into a major distribution and manufacturing center, and, as the volume of economic activity within Raritan Center has grown, numerous service sector companies, including several hotels and the New Jersey Convention and Exposition Center, retail banking operations and various equipment sales and service companies have chosen to locate within Raritan Center. The Raritan Center complex is the single largest center of employment in the Township. The Edison Chamber of Commerce estimates that in excess of 15,000 people are employed at the various company installations within this industrial/office park. Raritan Center contains approximately 13,000,000 square feet in over 100 separate buildings which house office, research, warehouse, distribution and industrial space. Many of the Fortune 500 companies are included in the roughly 3,000 tenants of Raritan Center, including Aramark; Automatic Data Processing; Avery Dennison; Bank of New York; Cardinal Health; Costco; Electronic Data Systems; Federated Department Stores; Federal Express; Ingersoll-Rand; Mariott International; Nabisco/Kraft Foods; Prudentiual; United Parcel Service; Public Service Electric & Gas; Verizon Communication; Whirlpool, and York International. The list of occupants of Raritan center also includes a broad range of foreign companies. Major employers situated outside of the Raritan Center complex include the Menlo Park Mall; JFK Medical Center; Wakefern Food Corp.; Middlesex County College, New Brunswick Scientific, Target Stores, Costco; Walmart; ITC-International Technidyne Corp.; Metex Corp.; Ray Catena’s Open Roads Companies; New Jersey Veterans Memorial Home , Clarion Hotel & Towers and Sheraton Hotels-Edison. TOWNSHIP OF EDISON COUNTY OF MIDDLESEX, NEW JERSEY APPORTIONMENT OF TAX RATE (Per $100 of Assessed Valuation)

2015 2014 2013 2012 2011 Municipal $1.167 $ 1.139 $ 1.049 $ 1.048 $ 1.031 Local School 2.820 2.733 2.704 2.668 2.642 County 0.748 0.728 0.687 0.671 0.657 County Open Space 0.610 0.060 0.059 0.062 0.065 Municipal Library 0.068 0.066 0.067 0.070 0.073 Mun. Open Space 0.000 0.000 0.010 0.010 0.010

Tax Rate $ 4.864 $ 4.726 $ 4.576 $ 4.529 $ 4.478 ___________________ Source: The Township of Edison, Office of theTax Assessor Abstract of Ratables, County of Middlesex, New Jersey

TOWNSHIP OF EDISON COUNTY OF MIDDLESEX, NEW JERSEY COMPARISON OF TAX LEVIES AND COLLECTIONS

Current Year's Tax Levy Collected

Year Tax Levy Collections Percentage

CY 2014 CY 2013 CY 2012 CY 2011 CY 2010 TY 2009

$342,068,750 329,692,202 333,709,347 328,724,109 319,760,759 161,960,621

$341,685,405 329,207,708 328,328,797 328,004,819 318,844,895 157,667,346

99.89% 99.85 98.39 98.78 99.71 97.35

TAX TITLE LIENS AND DELINQUENT TAXES

Year End

Amount of Tax

Title Liens Amount of

Delinquent Taxes

Total Delinquent

Percentage of Tax Levy

CY 2014 CY 2013 CY 2012 CY 2011 CY 2010 TY 2009

$708,222 597,443 199,062 459,733 465,866 199,062

$62,521 5,014

4,587,553 32,311 78,385

3,242,613

$770,743 602,457

5,081,024 492,044

544,251 3,441,675

0.23% 0.18 1.52 0.15 0.17 2.13

___________________

Source: The Township of Edison, Reports of Audit

TOWNSHIP OF EDISON COUNTY OF MIDDLESEX, NEW JERSEY COMPARATIVE SCHEDULE OF CURRENT FUND BALANCES

Utilized in Fiscal Ending Succeeding Year Fund Balance Year's Budget CY 2014 $11,731,737 $10,000,000 CY 2013 8,151,625 6,450,000 CY 2012 7,916,902 7,124,500 CY 2011 11,747,730 8,309,881 CY 2010 13,250,969 9,889,277 TY 2009 12,954,014 9,904,535 ___________________ Source: The Township of Edison, Reports of Audit

TOWNSHIP OF EDISON COUNTY OF MIDDLESEX, NEW JERSEY COMPARATIVE SCHEDULE OF SEWER UTILITY OPERATING FUND BALANCES

Utilized in Fiscal Ending Fund Succeeding Year Balance Year's Budget1 CY 2014 29,452 $ 0 CY 2013 13,446 0 CY 2012 1,813,447 1,800,000 CY 2011 4,436,941 3,684,752 CY 2010 4,968,587 2,043,246 TY 2009 4,989,451 2,043,246 ___________________ Source: The Township of Edison, Reports of Audit

1 The 2015 Unaudited Annual Financial Statement and 2016 Municipal Budget have not been prepared at this time.

TOWNSHIP OF EDISON COUNTY OF MIDDLESEX, NEW JERSEY ASSESSED VALUATIONS OF PROPERTY BY CLASS

Property Classification

2016 2015 2014 2013 2012

Vacant Land

$ 118,113,900 $ 123,956,600 $ 127,961,100 $ 130,070,200 $ 139,055,500

Residential

4,514,156,800 4,505,085,800 4,495,846,500 4,495,127,500 4,486,646,700

Farm

21,500 21,500 21,500 21,500 21,500

Commercial

1,049,012,000 1,066,092,500 1,079,794,800 1,076,715,300 1,091,939,000

Industrial

957,561,600 938,746,200 934,318,300 904,392,300 946,466,000

Apartments

421,038,400

423,345,800

385,687,000

385,687,000 385,957,000

$7,059,904,200 $7,057,248,400 $7,023,629,200 $6,992,013,800 $7,050,085,700

___________________ Source: Township of Edison, Office of the Tax Assessor, Forms SR-3A

TOWNSHIP OF EDISON COUNTY OF MIDDLESEX, NEW JERSEY PROPERTY VALUATIONS 2015 2014 2013 2012 2011

Assessed Valuation: Land $3,109,949,200 $3,111,173,400 $3,111,763,500 $3,123,140,200 $3,123,910,500 Improvements 3,949,901,900 3,912,455,800 3,880,250,300 3,926,945,500 3,984,403,400 Taxable Value of Land And Improvements 7,059,851,100 7,023,629,200 6,992,013,800 7,050,085,700 7,108,313,900 Partial Exemptions (2,602,700) (2,602,700) (2,602,700) (2,602,700) (2,602,700) Communications Equipment 6,934,622 6,974,696 8,475,734 8,894,673 8,539,091 Net Valuation Taxable $7,064,183,022 $7,028,001,196 $6,997,886,834 $7,056,377,673 $7,114,250,291 County Equalized Valuation $14,707,968,404 $14,154,869,738 $14,020,673,249 $14,798,010,782 $15,388,152,301 County Equalization Ratio 48.03% 49.65% 49.91% 47.68% 46.23%

___________________ Source: County of Middlesex Abstracts of Ratables.

TOWNSHIP OF EDISON COUNTY OF MIDDLESEX, NEW JERSEY SUMMARY OF CONSTRUCTION PERMITS ISSUED 2015 2014 2013 2012 2011

Number of Permits Issued: New 5,629 5,116 5,490 4,536 4,472 Updates 653 722 762 848 679

Total permits Issued 6,282 5,838 6,252 5,384 4,921 Estimated Costs: New Construction $87,343,800 $68,984,805 $28,123,107 $49,143,310 $14,790,324 Alterations 81,490,910 63,957,462 61,311,498 99,090,417 76,852,593 Demolition 2,080,469 1,033,355 623,347 315,694 377,290 Total Estimated Costs $170,915,179 $133,975,622 $90,057,952 $148,549,421 $92,020,207

___________________ Source: Township of Edison, Office of Construction Code Official

TOWNSHIP OF EDISON COUNTY OF MIDDLESEX, NEW JERSEY STATUTORY DEBT AS OF DECEMBER 31, 2015 Gross Debt Deductions Net Debt School Purposes: Bonds Issued $5,385,000 $5,385,000 $0.00 Self Liquidating Purposes: Water Utility Bonds Issued 854,127 854,127 0.00 Sewer Utility Bonds Issued 5,369,905 5,369,905 0.00 Notes Issued 7,600,000 7,600,000 0.00 Authorized but not Issued 742,450 742,450 0.00 Municipal Purposes: Bonds Issued 48,521,967 189,488 48,332,479 Notes Issued 32,031,399 0.00 32,031,399 Green Trust Loans 877,746 0.00 877,746 Environmental Infrastructure Trust Financings 1,561,481 0.00 1,561,481 Authorized but not Issued 16,627,074 0.00 16,627,074 Total Gross Statutory Debt $119,571,150 Total Deductions from Gross Debt $20,140,970 Total Statutory Net Debt $99,430,179 Net Debt $99,430,179 Divided by Average Equalized Valuation Basis $14,751,465,586 equals 0.674% Percentage of Net Debt to Equalized Valuation Basis. ___________________ Source: The Township of Edison, Annual Debt Statement As of December 31, 2015

TOWNSHIP F EDISON COUNTY OF MIDDLESEX, NEW JERSEY EQUALIZED VALUATION BASIS AS OF DECEMBER 31, 2015 2013 Equalized Valuation Basis of Real Property $14,026,512,342 2014 Equalized Valuation Basis of Real Property 14,569,467,732 2015 Equalized Valuation Basis of Real Property 15,658,416,685 Average Equalized Valuation Basis $14,751,465,586 MUNICIPAL BORROWING POWER AS OF DECEMBER 31, 2015 3 1/2% of Average Equalized valuation Basis – Municipal $516,301,295 Less: Statutory Net Debt 99,430,179 Remaining Borrowing Capacity at December 31, 2015 $416,871,116 ___________________ Source: The Township of Edison, Annual Debt Statement As of December 31, 2015

OVERLAPPING DEBT

County of Middlesex, New Jersey (As of December 31, 2014): Amount of such debt allocated to Township of Edison based upon percentage of Total Net Debt $578,120,091 Township share of equalized valuations of the County, (14.9843%) Allocated Net Debt $86,627,249 Middlesex County Utilities Authority – Waste Water Division: Amount of December 31, 2014 bonded debt of $176,309,502 allocated to Townshipof Edison based upon Edison percentage of total wastewater inflows to treatment plant, (14.753%) $26,010,941 ___________________ Sources: County of Middlesex 2014 Annual Debt Statement Middlesex County Utilities Authority Wastewater Division Comprehensive Annual Financial Report for 2014

TOWNSHIP F EDISON

COUNTY OF MIDDLESEX, NEW JERSEY

GROSS DEBT AS PERCENTAGE OF TRUE VALUE Municipal Total Gross Gross Debt Debt Including Only Overlapping Debt Gross Debt: Municipal (As of December 31, 2015) $119,571,150 $119,571,150 County of Middlesex (As of December 31, 2014) 86,627,249 Middlesex County Utilities Authority (As of December 31, 2014) _________ 26,010,941 Totals $119,571,150 $232,209,340 2015 County Equalized Valuation $14,707,968,404 $14,707,968,404 Gross Debt as a Percentage of Estimated True Value 0.81% 1.58% ________________ Source: Township of Edison SFY 2015 Annual Debt Statement County of Middlesex 2014 Annual Debt Statement Middlesex County Utilities Authority Wastewater Division Comprehensive Annual Financial Report for 2014 County of Middlesex, Table of Aggregates

SUMMARY OF MUNICIPAL BUDGETS Current Fund (As Adopted)

Anticipated Revenues: 2011 2012 2013 2014 2015

Fund Balance $ 9,889,277 $ 8,309,881 $ 7,124,500 $ 6,450,000 10,000,000 Miscellaneous Revenues 28,941,974 28,836,675 32,960,022 30,051,947 29,545,675 Receipts from Delinquent Taxes 75,000 233,642 107,702 5,000 5,000 Amount to be Raised by Taxes: Local Tax for Municipal Purposes 73,406,079 73,962,207 73,469,492 80,095,981 82,398,772 Addition to Local School Tax 1,166,175 0 0 0 0 Minimum Library Tax 5,243,515 4,951,798 4,691,904 4,678,325 4,858,809 Total Revenues $118,722,020 $116,294,203 $118,353,620 $121,281,253 $126,808,256

Appropriations Salaries and Wages $57,278,445 $56,525,747 $57,634,247 $56,369,487 $57,024,210 Other Expenses 35,912,819 37,446,441 36,991,007 40,170,598 43,965,063 Deferred Charges 971,975 1,366,790 3,481,656 3,803,236 1,242,172 Statutory Expenditures 13,699,743 12,220,544 12,045,566 11,845,935 11,912,737 Capital Improvements 100,000 173,000 173,000 202,000 750,000 Debt Service 7,591,218 6,560,036 6,026,499 6,888,352 9,912,429 Type 1 School Debt 1,166,175 0 0 0 0 Reserve for Uncollected Taxes 2,001,645 2,001,645 2,001,645 2,001,645 2,001,645 Total Appropriations $118,722,020 $116,294,203 $118,353,620 $121,281,253 $126,808,256 ______________ Source: Township of Edison Certified Municipal Budgets

SUMMARY OF MUNICIPAL OPERATIONS Current Fund

Revenue and Other Income 2011 2012 2013 2014 20152

Fund Balance Utilized $ 9,889,277 $ 8,309,881 $ 7,124,500 $ 6,450,000 $10,000,000 Miscellaneous Revenues Anticipated 29,094,484 29,331,566 34,569,696 32,492,277 30,212,865 Receipts from Delinquent Taxes 233,643 107,703 33,506 6,205 45,777 Receipts from Current Taxes 328,004,819 328,328,797 329,207,708 341,685,405 352,490,634 Non-Budget Revenue 1,270,432 1,101,663 1,551,773 507,974 309,654 Other Credits to Income: Unexpended Balance of Approp. Reserves 4,041,970 2,409,902 4,252,382 4,767,109 3,493,060 Other 647,908 0 308,600 426,185 584,605 Total Revenues 373,182,533 369,589,512 377,048,165 386,335,155 397,136,595

Expenditures Budget Appropriations $122,489,672 115,509,576 118,599,693 120,144,095 128,390,573 County Taxes 51,496,159 52,497,769 52,239,044 55,433,701 57,302,745 Local District School Tax 186,686,376 188,263,715 189,213,360 192,094,103 199,182,030 Special District Taxes 9,017,457 9,071,756 8,796,477 8,851,676 9,315,831 Municipal Open Space Tax 713,955 716,798 701,259 0 0 Other Charges to Operations 51,418 95,845 1,045,109 359,468 112,947 Total Expenditures 370,455,037 366,155,459 370,594,942 376,883,043 394,304,126 Excess in Revenue 2,727,496 3,434,053 6,453,223 9,452,112 2,832,469 Statutory Adjustments to Income 5,658,541 1,045,000 906,000 578,000 3,419,000 Statutory Excess to Fund Balance 8,386,037 4,479,053 7,359,223 10,030,112 6,251,469 Balance – January 1 13,250,969 11,747,729 7,716,902 8,151,625 11,731,737 21,637,006 16,226,782 15,276,125 18,181,737 17,983,206 Decreased by: Utilization as Anticipated Revenue 9,889,277 8,309,881 7,124,500 6,450,000 10,000,000 Balance – December 31 $ 11,747,729 $ 7,916,902 $ 8,151,625 11,731,737 7,983,206 2 Unaudited Sources: Years 2011-2014 from Township of Edison Audited Financial Statements; Year 2015 from Unaudited Annual Financial

Statement

SUMMARY OF UTILITY BUDGETS

Sewer Utility Fund (As Adopted)

Anticipated Revenues: 2011 2012 2013 2014 2015 Fund Balance $ 2,043,246 $ 3,684,752 $ 1,800,000 $ 0 $ 0 Sewer Rents 11,150,040 11,200,000 11,615,177 16,464,505 17,435,515 Miscellaneous 0 0 700,000 0 0 Deficit-General Budget 0 0 0 258,440 0 Total Revenues $13,193,286 $14,884,752 $14,115,177 $16,722,945 $17,435,515

Appropriations Salaries and Wages $1,825,000 $1,800,000 $1,821,747 $1,847,747 $ 1,847,747 Other Expenses 3,400,000 3,758,659 3,405,181 3,583,800 3,704,200 Middlesex County Utilites Auth. 7,097,034 8,727,212 8,150,000 9,621,866 10,473,975 Deferred Charges 0 16,595 0 258,440 1,199 Statutory Expenditures 386,992 383,006 383,006 405,002 405,002 Capital Improvements 185,000 0 142,469 550,000 550,000 Debt Service 299,260 199,280 212,774 456,090 453,392 Total Appropriations $13,193,286 $14,884,752 $14,115,177 $16,722,945 $17,435,515 ______________ Source: Township of Edison Certified Municipal Budgets

SUMMARY OF UTILITY OPERATIONS Sewer Utility Operating Fund

Anticipated Revenues: 2011 2012 2013 2014 20153

Fund Balance Utilized $ 2,043,246 $ 3,684,752 $ 1,800,000 $ 0 $ 0 Sewer Rents 11,934,972 11,615,177 11,160,673 15,920,157 17,726,983 Miscellaneous 100,369 356,840 808,306 112,012 216,701 Deficit-General Budget 0 0 0 258,440 0 Unexpended Balance of Approp. Reserves 627,282 282,148 85,667 47,580 247,340 Total Revenues 14,705,869 15,938,917 13,854,646 16,338,189 18,191,024

Appropriations Budget Appropriations $13,209,881 $14,870,907 14,114,188 16,321,746 17,435,515 Other Charges to Operations 983 6,753 97 438 0 Total Expenditures 13,210,864 14,877,660 14,114,285 16,322,184 17,435,515 Excess (Deficit) in Revenue 1,495,005 1,061,257 (259,639) 16,005 755,509 Statutory Adjustments to Income 16,595 0 259,639 0 0 Statutory Excess to Fund Balance 1,511,600 1,061,257 0 16,005 755,509 Balance – January 1 4,968,587 4,436,941 1,813,446 13,446 29,451 6,480,187 5,498,198 1,813,446 29,451 Decreased by: Utilization as Anticipated Revenue 2,043,246 3,684,752 1,800,000 0 0 Balance – December 31 $4,436,941 $1,813,446 13,446 29,451 784,960

3 Unaudited Sources: Years 2011-2014 from Township of Edison Audited Financial Statements; Year 2015 from Unaudited Annual Financial

Statement

SIX YEAR CAPITAL PROGRAM (2015 TO 2020) Projected Project Authorizations per Budget Year

Project Description Totals 2015 2016 2017 2018 2019 2020

Paving of Streets-Phase I $3,500,000 $3,500,000 Paving of Streets-Phase II 3,250,000 1,000,000 450,000 450,000 450,000 450,000 450,000 Police Dept. Vehicles & Equip. 1,585,000 1,385,000 100,000 100,000 Fire Dept.-Vehicles and Equip. 1,830,000 1,630,000 100,000 100,000 Public Bldg. Projects & Repairs 3,900,000 2,900,000 200,000 200,000 200,000 200,000 200,000 DPW Vehicles & Equip. 2,125,000 1,000,000 375,000 375,000 375,000 Project Engineering 3,500,000 2,900,000 200,000 200,000 200,000 Various Electronic Equip. 500,000 500,000 Various Twp. Vehicles 265,000 185,000 40,000 40,000

Totals 20,455,000 $15,000,000 1,425,000 890,000 1,225,000 690,000 1,225,000 ________________________ Source: 2015 Certified Municipal Budget

APPENDIX B

FINANCIAL STATEMENTS



APPENDIX C

FORM OF APPROVING LEGAL OPINION OF BOND COUNSEL


75 Livingston Avenue, Roseland, NJ 07068 (973) 622-1800

McManimon, Scotland & Baumann, LLC Newark - Roseland - Trenton

____________, 2016 Township Council of the Township of Edison, in the County of Middlesex, New Jersey Dear Council Members: We have acted as bond counsel to the Township of Edison, in the County of Middlesex, New Jersey (the “Township”) in connection with the issuance by the Township of $9,570,000 General Obligation Refunding Bonds, Series 2016, consisting of $7,860,000 General Improvement Refunding Bonds and $1,710,000 Sewer Utility Refunding Bonds (the “Bonds”). 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 Bonds are issued pursuant to the Local Bond Law of the State of New Jersey, a refunding bond ordinance, duly adopted on March 9, 2016 and published as required by law and a resolution of the Township adopted March 9, 2016.

In our opinion, except insofar as the enforcement thereof may be limited by any applicable bankruptcy, moratorium or similar laws or application by a court of competent jurisdiction of legal or equitable principles relating to the enforcement of creditors' rights, the Bonds are valid and legally binding general obligations of the Township, and the Township has the power and is obligated to levy ad valorem taxes upon all the taxable real property within the Township for the payment of the Bonds and the interest thereon without limitation as to rate or amount. On the date hereof, the Township has covenanted in its Arbitrage and Tax Certificate (the “Certificate”) to comply with certain continuing requirements that must be satisfied subsequent to the issuance of the Bonds in order to preserve the tax-exempt status of the Bonds pursuant to Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code"). Pursuant to Section 103(a) of the Code, failure to comply with these requirements could cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. In the event that the Township continuously complies with its covenants and in reliance on representations, certifications of fact and statements of reasonable expectations made by the Township in the Certificate, it is our opinion that, pursuant to Section 103(a) of the Code, interest on the Bonds is not included in gross income for purposes of federal income tax and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. It is also our opinion that interest on the Bonds held by a corporate taxpayer is included in “adjusted current earnings” in calculating alternative minimum taxable income for purposes of the federal alternative minimum tax imposed on corporations. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. Further, in our opinion, interest on the Bonds and any gain on the sale thereof are not included in gross income under the New Jersey Gross Income Tax Act. These opinions are based on existing statutes, regulations, administrative pronouncements and judicial decisions. This opinion is issued as of the date hereof. We assume no obligation to update, revise or supplement this opinion to reflect any facts or circumstances that may come to our attention 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,


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TOWNSHIP OF EDISON, In the County of Middlesex, New Jersey … · 2016. 12. 27. · $9,570,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016 consisting of: ... , interest on and