Town of South Brunswick
New Jersey

Resolution
RES-2017-311

Resolution of the Township of South Brunswick, in the County of Middlesex, New Jersey Providing for a Single and Combined Issue of General Improvement Bonds, a Single and Combined Issue of Water-Sewer Utility Bonds, and a Single and Combined Issue of Open Space Bonds; Authorizing the Sale of $9,837,000 Principal Amount of General Improvement Bonds, Series 2017, $12,147,000 Principal Amount of Water-Sewer Utility Bonds, Series 2017, and $416,000 Principal Amount of Open Space Bonds, Series 2017; Authorizing Advertisement of Notices of Sale; Authorizing the Chief Financial Officer to Sell and Award the Bonds; Determining the Form and Other Details of the Bonds; and Authorizing Other Matters Relating Thereto.

Information

Department:FinanceSponsors:
Category:BondingFunctions:None

Body

 

WHEREAS, the Township Council of the Township of South Brunswick in the County of Middlesex, New Jersey (the “Township”), has adopted the Bond Ordinances listed on the attached Appendix A-1, Appendix A-2 and Appendix A-3 (collectively, the “Bond Ordinances”) authorizing the issuance of obligations of the Township for the purpose of financing the general improvements, the water and sewer improvements and the open space improvements, as applicable, described in the Bond Ordinances; and

 

WHEREAS, the Township Council has determined to finance permanently a portion of the costs of the general improvement projects, the water and sewer projects and the open space projects undertaken pursuant to the Bond Ordinances by the issuance of $22,400,000 principal amount of its general obligation bonds, consisting of $9,837,000 principal amount of general improvement bonds, $12,147,000 principal amount of water-sewer utility bonds, and $416,000 principal amount of open space bonds, respectively, of the Township; and

 

WHEREAS, the Township Council has determined to proceed with the public sale of said bonds for the purposes authorized in the Bond Ordinances.

 

              NOW, THEREFORE, BE IT RESOLVED by the Township Council of the Township of South Brunswick in the County of Middlesex, New Jersey (not less than a majority of the full membership of the Township Council affirmatively concurring), as follows:

 

Section 1.              Combination of General Improvement Bonds; Authorization of Sale.  The principal amount of general improvement bonds authorized to be issued pursuant to the respective Bond Ordinances described in Appendix A-1 hereto are hereby combined into a single and combined issue of $9,837,000 aggregate principal amount of General Improvement Bonds, Series 2017 (the “General Improvement Bonds”), and are authorized to be sold in accordance with the terms of this Resolution.  The General Improvement Bonds will be issued as a separate series of bonds from the Water-Sewer Utility Bonds and the Open Space Bonds, as hereinafter defined.

 

The average period of usefulness for the general improvements financed by the General Improvement Bonds, taking into consideration the respective amounts of obligations presently authorized to be issued pursuant to the Bond Ordinances described in Appendix A-1 hereto and the period or average period of usefulness determined in the Bond Ordinances described in Appendix A-1 hereto, is 15.66 years.

 

Section 2.              Combination of Water-Sewer Utility Bonds; Authorization of Sale.  The principal amount of water-sewer utility bonds authorized to be issued pursuant to the respective Bond Ordinances described in Appendix A-2 hereto are hereby combined into a single and combined issue of $12,147,000 aggregate principal amount of Water-Sewer Utility Bonds, Series 2017 (the “Water-Sewer Utility Bonds”), and are authorized to be sold in accordance with the terms of this Resolution.  The Water-Sewer Utility Bonds will be issued as a separate series of bonds from the General Improvement Bonds and the Open Space Bonds, as hereinafter defined.

 

The average period of usefulness for the water and sewer utility improvements financed by the Water-Sewer Utility Bonds, taking into consideration the respective amounts of obligations presently authorized to be issued pursuant to the Bond Ordinances described in Appendix A-2 hereto and the period or average period of usefulness determined in the Bond Ordinances described in Appendix A-2 hereto, is 22.45 years.

 

Section 3.              Combination of Open Space Bonds; Authorization of Sale.  The principal amount of open space bonds authorized to be issued pursuant to the respective Bond Ordinances described in Appendix A-3 hereto are hereby combined into a single and combined issue of $416,000 aggregate principal amount of Open Space Bonds, Series 2017 (the “Open Space Bonds”), and are authorized to be sold in accordance with the terms of this Resolution.  The Open Space Bonds will be issued as a separate series of bonds from the General Improvement Bonds and the Water-Sewer Utility Bonds.

 

The average period of usefulness for the open space improvements financed by the Open Space Bonds, taking into consideration the respective amounts of obligations presently authorized to be issued pursuant to the Bond Ordinances described in Appendix A-3 hereto and the period or average period of usefulness determined in the Bond Ordinances described in Appendix A-3 hereto, is 27.68 years.

 

Section 4.              Public Sale of Bonds.  The General Improvement Bonds, the Water-Sewer Utility Bonds and the Open Space Bonds (collectively, the “Bonds”) shall be issued and sold at public sale in accordance with the provisions of the Local Bond Law, constituting Chapter 169 of the Laws of 1960 of the State of New Jersey, as amended and supplemented. The publication of the Notice of Sale of the Bonds, as hereinafter defined, is hereby authorized. 

 

Section 5.              Details of Bonds.  The Bonds shall be dated their date of delivery, shall be in book-entry only form, shall bear interest from their date, payable semi-annually on April 1 and October 1 of each year, commencing April 1, 2018, at the rate or rates of interest to be specified by the successful bidder, and shall mature, subject to prior redemption, on October 1, in the annual principal amounts and years as set forth below:

 

              GENERAL IMPROVEMENT BONDS, SERIES 2017

 

Year

Principal Amount

Year

Principal Amount

2018

$377,000

2026

$750,000

2019

430,000

2027

730,000

2020

450,000

2028

700,000

2021

600,000

2029

700,000

2022

750,000

2030

700,000

2023

750,000

2031

700,000

2024

750,000

2032

700,000

2025

750,000

 

 

 

                                                                                                                                            Total:              $9,837,000

 

              WATER-SEWER UTILITY BONDS, SERIES 2017

 

YearPrincipal AmountYearPrincipal Amount

 

 

 

2018

$352,000

2028

$620,000

2019

400,000

2029

650,000

2020

425,000

2030

665,000

2021

550,000

2031

675,000

2022

600,000

2032

700,000

2023

600,000

2036

700,000

2024

600,000

2034

700,000

2025

600,000

2035

700,000

2026

600,000

2036

700,000

2027

610,000

2037

700,000

 

                                                                                                                                            Total:              $12,147,000

              OPEN SPACE BONDS, SERIES 2017

 

YearPrincipal AmountYearPrincipal Amount

 

 

 

2018

$21,000

2026

$25,000

2019

20,000

2027

35,000

2020

25,000

2028

30,000

2021

25,000

2029

30,000

2022

25,000

2030

35,000

2023

25,000

2031

35,000

2024

25,000

2032

35,000

2025

25,000

 

 

 

                                                                                                                                            Total:              $416,000

 

              The Bonds shall contain such other terms and conditions as are specified in the Notice of Sale approved in Section 7 hereof (the “Notice of Sale”).

 

Section 6.                 Redemption.

 

(A)              The Bonds maturing prior to October 1, 2028 are not subject to redemption prior to maturity.

 

(B)              The Bonds maturing on or after October 1, 2028 are subject to redemption prior to maturity at the option of the Township, in whole or in part on any date on or after October 1, 2027, and if in part, in such order of maturity as decided by the Township, at the redemption price equal to 100% of the principal amount to be redeemed, plus accrued interest thereon to the date fixed for redemption.

 

Any Bond subject to redemption as aforesaid may be called in part, provided that the portion not called for redemption shall be in the principal amount of $5,000 or any integral multiple of $1,000 in excess thereof.  If less than all of the Bonds of any series of a particular maturity are to be redeemed, Bonds of that maturity shall be selected by The Depository Trust Company or any successor securities depository or, if there is no securities depository, by the Paying Agent.

 

When any Bonds are to be redeemed, the Chief Financial Officer (or, if appointed pursuant to Section 14 hereof, the Paying Agent) shall give notice of the redemption of the Bonds by mailing such notice by first class mail in a sealed envelope postage prepaid to the registered owners of any Bonds or portions thereof which are to be redeemed, at their respective addresses as they last appear on the registration books of the Township, at least thirty (30) but not more than sixty (60) days before the date fixed for redemption.  Notice of redemption having been given as aforesaid, the Bonds, or portions thereof so to be redeemed, shall, on the date fixed for redemption, become due and payable at the redemption price specified therein plus accrued interest to the redemption date and, upon presentation and surrender thereof at the place specified in such notice, such Bonds, or portions thereof, shall be paid at the redemption price, plus accrued interest to the redemption date.  On and after the redemption date (unless the Township shall default in the payment of the redemption price and accrued interest), such Bonds shall no longer be considered as outstanding.

 

During any period in which The Depository Trust Company (or any successor thereto) shall act as securities depository for the Bonds, the notices referred to above shall be given only to such depository and not to the beneficial owners of the Bonds.  Any failure of such 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 proceedings.

 

Section 7.              Approval of Notice of Sale.  The Notice of Sale containing other terms and provisions of the Bonds and setting forth the conditions of the sale thereof, all of which are hereby approved, shall be substantially in the form attached to this Resolution as Appendix B  and made a part hereof.

 

Section 8.              Approval of Summary Notice of Sale.  The Summary Notice of Sale containing other terms and provisions of the Bonds and setting forth the conditions of the sale thereof, all of which are hereby approved, shall be substantially in the form attached to this Resolution as Appendix C and made a part hereof.             

 

Section 9.              Publication of Notice of Sale.  The Notice of Sale substantially in the form attached to this Resolution shall be published at least once in The Home News Tribune, a newspaper circulating in the Township, and the Summary Notice of Sale substantially in the form attached to this Resolution shall be published at least once in The Bond Buyer, a newspaper published in the City of New York and State of New York, carrying municipal bond notices and devoted primarily to the subject of state and municipal bonds.  The advertisement of said Notice of Sale and Summary Notice of Sale in each such newspaper shall be published not less than seven (7) days prior to the sale date for the Bonds.

 

Section 10.              Designation of Chief Financial Officer to Award Bonds; Delegation Regarding Postponement of Sale.  Proposals for the purchase of the Bonds shall be received by the Chief Financial Officer on September 20, 2017, or on such other date as determined by the Chief Financial Officer, as shall be provided in the Notice of Sale and the Summary Notice of Sale.  The Township Council hereby designates the Chief Financial Officer to sell and award the Bonds in accordance with this Resolution and the Notice of Sale.  The Chief Financial Officer is hereby directed to report, in writing, to the Township Council at its first meeting after the sale of the Bonds as to the principal amount, interest rate and maturities of the Bonds sold, the price obtained and the name of the purchaser.

 

There is hereby delegated to the Chief Financial Officer the authority to postpone the public sale of the Bonds without re-advertisement in accordance with the provisions of the Notice of Sale.  The public sale of the Bonds may not be postponed more than sixty (60) days without re-advertisement.

 

Section 11.              Authorization for Official Statement.  The proper Township officials and advisors are hereby authorized to prepare and distribute to the prospective purchasers of the Bonds a Preliminary Official Statement and a final Official Statement containing information relating to the Township, its financial condition and the terms of the Bonds and other material facts customarily included in official statements for general obligation bonds in the State of New Jersey.  The Chief Financial Officer is hereby authorized to “deem final” the Preliminary Official Statement for purposes of Rule 15c2-12 of the Securities and Exchange Commission.

 

Section 12.              Approval of Form of Bonds.  The forms of the Bonds, substantially as set forth in Appendix D attached hereto and made a part hereof, are hereby approved.  The Bonds shall be executed in the name of the Township by the manual or facsimile signature of the Mayor and the Chief Financial Officer and the seal of the Township, or a facsimile impression thereof, shall be affixed to the Bonds and attested by the manual signature of the Township Clerk or the Deputy Township Clerk.

 

Section 13.              Appointment of Securities Depository.  The Depository Trust Company, New York, New York (“DTC”), shall act as securities depository for the Bonds.  The ownership of one fully registered bond for each maturity of each series of Bonds each in the aggregate principal amount of such maturity, will be registered in the name of Cede & Co., as nominee for DTC.

 

Pursuant to the book-entry only system, any person for whom a DTC Participant acquires an interest in the Bonds (the “Beneficial Owner”) will not receive certificated Bonds and will not be the registered owner thereof.  Ownership interests in the Bonds may be purchased by or through DTC Participants.  Each DTC Participant will receive a credit balance in the records of DTC in the amount of such DTC Participant's interest in the Bonds, which will be confirmed in accordance with DTC's standard procedures.  Receipt by the Beneficial Owners (through any DTC Participant) of timely payment of principal, premium, if any, and interest on the Bonds, is subject to DTC making such payment to DTC Participants and such DTC Participants making payment to Beneficial Owners.  Neither the Township nor the Paying Agent will have any direct responsibility or obligation to such DTC Participants or the persons for whom they act as nominees for any failure of DTC to act or make any payment with respect to the Bonds.

 

The appropriate officers of the Township are hereby authorized to execute a Letter of Representation to DTC and such other documents as may be necessary or desirable in connection with DTC's services as securities depository.

 

DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the Township and discharging its responsibilities with respect thereto under applicable law.  Under such circumstances, the Township shall designate a successor securities depository or shall deliver certificates to the beneficial owners of the Bonds registered in the names of the beneficial owners thereof.

 

Section 14.              Paying Agent.  The Chief Financial Officer is hereby authorized to select and to enter into an agreement with a Paying Agent to ensure that the Township can meet its obligations undertaken herein to the holders of the Bonds.  The Chief Financial Officer may, however, elect not to select a Paying Agent for the Bonds, and may elect to select a Paying Agent at any time prior or subsequent to the issuance of the Bonds.  However, the Chief Financial Officer shall select a Paying Agent upon any determination to cause the Bonds to be registered in the names of the beneficial owners thereof, as provided in Section 13 hereof.

 

Section 15.              Tax Covenant.  The Township hereby covenants with the holders from time to time of the Bonds that it will make no investment or other use of the proceeds of the Bonds or take any further action (or refrain from taking such action) which would cause the Bonds to be “arbitrage bonds” within the meaning of the Internal Revenue Code of 1986, as amended, or under any similar statutory provision or any rule or regulation promulgated thereunder (the “Code”), or would cause interest on the Bonds not to be excludable from gross income for federal income tax purposes, and that it will comply with the requirements of the Code and said regulations throughout the term of the Bonds.

 

Section 16.              Pledge of Township.  The full faith and credit of the Township is hereby pledged for the payment of the principal and interest on the Bonds.  The Bonds shall be direct obligations of the Township, and the Township shall be obligated to levy ad valorem taxes upon all the taxable real property within the Township for the payment of the principal of and interest on the Bonds without limitation as to rate or amount.

 

Section 17.              Continuing Disclosure.  The form of the Continuing Disclosure Certificate in substantially the form attached hereto as Appendix E is hereby approved, and the execution of the Continuing Disclosure Certificate by the Chief Financial Officer of the Township is hereby authorized.   The Township hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate executed by the Township and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from  time to time in accordance with the terms thereof.  Notwithstanding any other provision of this Resolution, failure of the Township to comply with the Continuing Disclosure Certificate shall not be considered a default on the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Township to comply with its obligations under this Section.

 

Section 18.              Further Action.  The proper officers of the Township are hereby authorized and directed to take all such action as may be necessary to affect the issuance and delivery of the Bonds.

 

Section 19.              Effective Date.  This Resolution shall take effect immediately.