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Official Statement dated May 7, 2020

Budgets & Finance · Record date 2020-05-07 · Record 375423efb309e8869c

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Saved text from 209 source pages. Transcription and OCR may contain errors; verify figures and wording against the original. Retrieved 2026-10-15.

Source page 1

NEW ISSUE                                                                                            S&P Global Ratings: AAA
                                                                                                     (See “Rating”)
                                     FINAL OFFICIAL STATEMENT DATED MAY 7, 2020
In the opinion of Locke Lord LLP, Bond Counsel, based upon an analysis of existing law and assuming, among other matters,
compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes
under the Internal Revenue Code of 1986, as amended (the “Code”). Interest on the Bonds will not be included in computing
the alternative minimum taxable income of individuals. Under existing law, interest on the Bonds is exempt from
Massachusetts personal income taxes, and the Bonds are exempt from Massachusetts personal property taxes. Bond Counsel
expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt
of interest on, the Bonds. See “Tax Exemption” herein. The Bonds will NOT be designated as “qualified tax-exempt
obligations” for purposes of Section 265(b)(3) of the Code.

                                                        $11,465,000
                                                     TOWN OF CANTON
                                                            Massachusetts
                      GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2020 BONDS
Dated: May 20, 2020                                                                        Due: May 15, 2021-2045
                                                            MATURITIES

            Principal       Interest       Price/      CUSIP                     Principal       Interest      Price/ CUSIP
Year        Amount            Rate         Yield       138267       Year         Amount            Rate        Yield 138267
2021         $795,000         5.000%       0.700%       J75         2031          $400,000         3.000%      1.500%  K99
2022          795,000         5.000        0.750        J83         2032           405,000         3.000       1.750   L23
2023          795,000         5.000        0.800        J91         2033           405,000         2.000       2.000   L31
2024          790,000         5.000        0.840        K24         2034           405,000         2.000       2.100   L49
2025          795,000         5.000        0.900        K32         2035           410,000         2.125       2.200   L56
2026          605,000         5.000        1.000        K40         2036           410,000         2.250       2.300   L64
2027          610,000         5.000        1.050        K57         2037           410,000         2.375       2.400   L72
2028          610,000         5.000        1.150        K65         2038           415,000         2.375       2.450   L80
2029          610,000         5.000        1.200        K73         2039           415,000         2.500       2.500   L98
2030          475,000         4.000        1.300        K81         2040           420,000         2.500       2.550   M22

               $490,000 Term Bonds maturing on May 15, 2045 at 2.625% per annum, at 2.650% yield 13826 M71

Principal of the Bonds will be payable on May 15 of the years in which the Bonds mature. Interest from the date of the Bonds will be
payable on November 15, 2020, and semi-annually thereafter on each May 15 and November 15. The Bonds are subject to redemption
prior to their stated dates of maturity as described herein.

The Bonds are issuable only in fully registered form without coupons, and, when issued, will be registered in the name of Cede & Co.,
as Bondowner and nominee for The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository
for the Bonds. Purchases of the Bonds will be made in book-entry form, in the denomination of $5,000 or any integral multiple thereof.
(See “Book-Entry Transfer System” herein.)

The legality of the Bonds will be approved by Locke Lord LLP, Boston, Massachusetts, Bond Counsel to the Town. UniBank Fiscal
Advisory Services, Inc., Whitinsville, Massachusetts, serves as municipal advisor to the Town. It is expected that the Bonds, in definitive
form, will be delivered to DTC, or the offices of its custodial agent, on or about May 20, 2020, against payment in Federal Reserve funds.



                                                                BAIRD

Source page 2

TABLE OF CONTENTS

                                                          Page                                                                                     Page
Issue Summary Statement .................................... ii               Other Post-Employment Benefits ........................ 21
                                                                              Property Taxation ................................................ 22
Notice of Sale ....................................................... iii    Tax Rate and Valuation - General ....................... 22
                                                                              Valuations ............................................................ 23
Official Statement ................................................ 1         Tax Rates ............................................................. 23
                                                                              Largest Taxpayers................................................ 24
Introduction .......................................................... 1     Tax Levies ........................................................... 24
Part I. The Bonds ................................................. 2          Levy General ..................................................... 24
    Description of the Bonds ............................... 2                 Taxation to Meet Deficits .................................. 24
    Record Date ................................................... 2          Tax Limitations.................................................. 25
    Book-Entry Transfer System ......................... 2                     Initiative Petitions .............................................. 26
    DTC Practices................................................ 4            Calculation of Tax Levies and Levy Limits ...... 26
    Authorization and Use of Proceeds ............... 4                       Tax Collections and Abatements ......................... 27
    Optional Redemption..................................... 5                Town Finances ..................................................... 29
    Mandatory Redemption ................................. 6                   Budget Comparison ........................................... 30
    Notice of Redemption.................................... 6                State Aid .............................................................. 30
    Securities and Remedies ................................ 6                State School Building Assistance Program ......... 31
    Opinion of Bond Counsel .............................. 8                  Motor Vehicle Excise .......................................... 31
    Tax Exemption. ............................................. 8            Other Taxes.......................................................... 32
    Risk of Future Legislative Change ................ 9                      Community Preservation Act .............................. 32
    Rating ............................................................ 10    Investments .......................................................... 33
    Continuing Disclosure ................................... 10              Unassigned General Fund Balance
    Covid-19 ........................................................ 10       and Free Cash .................................................... 34
                                                                              Stabilization Fund ................................................ 34
Part II. The Town ................................................. 11        Collective Bargaining .......................................... 35
    Constitutional Status and Form of                                         Economic Development ...................................... 35
       Government ............................................... 11          Principal Employers ............................................ 39
    Governing Bodies and Officers ..................... 11                    Employment by Industry ..................................... 40
    Services ......................................................... 11     Building Permits .................................................. 40
    Authorization of General                                                  Other Data............................................................ 40
      Obligation Bonds and Notes ........................ 11                  Public School Enrollments .................................. 44
    Debt Limits .................................................... 12       Litigation ............................................................. 45
    Types of Obligations ..................................... 12
    Debt ............................................................... 14   Appendix A. Summary Financial Statements ..... A-1
    Revenue Anticipation Borrowing ................. 14
                                                                              Appendix B. Fiscal 2019 Audit for the Town
    Authorized Unissued Debt
                                                                                Of Canton ........................................................ B-1
       and Prospective Financing ......................... 15
    Capital Expenditure Projections .................... 15                   Appendix C. Proposed Form of
    Five Years Outstanding Debt ........................ 16                     Legal Opinion of Bond Counsel ..................... C-1
    Bonded Debt vs. Population,
       Valuations and Income .............................. 17                Appendix D. Proposed Form of
    Annual Debt Service...................................... 17                Continuing Disclosure Certificate .................. D-1
    Contracts ........................................................ 18
    Overlapping Debt .......................................... 18
    Retirement Plan ............................................. 20


The information set forth herein has been obtained from the Town and from other sources which are believed to be reliable
but it is not guaranteed as to accuracy or completeness. Any statements made in this Preliminary Official Statement
involving matters of opinion, whether or not expressly stated, are intended merely as opinion and not as representations of
fact. The information and expressions of opinion in this Preliminary Official Statement are subject to change without notice.
Neither the delivery of this Preliminary Official Statement nor any sale of the Bonds shall, under any circumstances, create
any implication that there has been no material change in the affairs of the Town since the date of this Preliminary Official
Statement.

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ISSUE SUMMARY STATEMENT

Issuer:                    Town of Canton, Massachusetts.
Date of Sale:              Thursday, May 7, 2020, until 11:30 A.M. (Eastern Daylight Savings Time).
Method of Sale:            Electronic Bids via Parity.
Location of Sale:          UniBank Fiscal Advisory Services, Inc., 49 Church Street, Whitinsville, MA.
Issue:                     $11,465,000 General Obligation Municipal Purpose Loan of 2020 Bonds, Book-Entry Only
                           (See “Book-Entry Transfer System”, herein).
Purpose:                   Funding of various municipal purposes (See “Authorization and Use of Proceeds” herein).
Minimum Bid:               Par plus a premium of $78,900.
Dated Date of Bonds:       Date of delivery (on or about May 20, 2020).
Maturity Date of Bonds:    Serially on May 15, 2021 through 2045, as detailed herein.
Interest Payable:          May 15 and November 15, commencing November 15, 2020.
Redemption:                The Bonds are subject to redemption prior to their stated dates of maturity as described herein.
Credit Rating:             S&P Global Ratings has assigned a rating of AAA to the Bonds.
Security:                  The Bonds are valid general obligations of the Town of Canton, Massachusetts and the principal
                           of and interest on the Bonds are payable from taxes which may be levied upon all taxable
                           property within the territorial limits of the Town subject to the limit imposed by Chapter 59,
                           Section 21C of the General Laws (Proposition 2 ½ ) with respect to that portion of the principal
                           and interest on the Bonds that the Town has not voted to exempt from that limit, and without
                           limit as to rate or amount, subject to the provisions of Chapter 44, Section 20 of the General
                           Laws, with respect to that portion of the principal and interest on the Bonds that the Town has
                           voted to exempt from that limit.
Tax Exemption:             Refer to “Tax Exemption” and Appendix C – “Proposed Form of Legal Opinion” herein.
Continuing Disclosure:     Refer to “Continuing Disclosure” and Appendix D – “Proposed Form of Continuing Disclosure
                           Certificate” herein.
Bank Qualification:        The Bonds will NOT be designated as “qualified tax-exempt obligations” for purposes of
                           Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
Paying and Escrow Agent:   U.S. Bank National Association, Boston, Massachusetts
Legal Opinion:             Locke Lord LLP, Boston, Massachusetts
Delivery and Payment:      It is expected that the Bonds will be delivered to DTC, or to the offices of its custodial agent,
                           against payment to the account of the Town in Federal Reserve funds on or about May 20,
                           2020.
Issue Contacts:            William R. Scollins, Finance Director/Treasurer, Town of Canton,
                           Telephone # (781) 575-6612
                           Brianne Susel, Assistant Vice President, UniBank Fiscal Advisory Services, Inc.,
                           Telephone # (508) 849-4228
                           Brena M. McDonough, Esq., Locke Lord LLP,
                           Telephone # (617) 239-0684
Additional Information:    Refer to the Preliminary Official Statement herein dated April 30, 2020.




                                                         ii

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NOTICE OF SALE

                                                 TOWN OF CANTON
                                                   Massachusetts

                                       $12,570,000*
                  GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2020 BONDS



The Town of Canton, Massachusetts, will receive electronic proposals until 11:30 A.M. (Eastern Daylight Savings Time),
on

                                                 Thursday, May 7, 2020

at UniBank Fiscal Advisory Services, Inc., Whitinsville, Massachusetts, for the purchase of the following described Bonds:

$12,570,000*       GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2020 BONDS, payable May 15 of the
                   years and in the amounts as follows:

                Due                 Principal                       Due             Principal
              May 15                Amount*                        May 15           Amount*
                2021                $895,000                        2034            $440,000
                2022                 885,000                        2035             440,000
                2023                 880,000                        2036             445,000
                2024                 875,000                        2037             445,000
                2025                 870,000                        2038             450,000
                2026                 670,000                        2039             455,000
                2027                 670,000                        2040             455,000
                2028                 670,000                        2041             105,000
                2029                 670,000                        2042             105,000
                2030                 510,000                        2043             110,000
                2031                 430,000                        2044             115,000
                2032                 430,000                        2045             115,000
                2033                 435,000
____________________
* Preliminary, subject to change.

Details of the Bonds

The Bonds will be dated their date of delivery. Interest from the date of the Bonds will be payable on November 15, 2020,
and semi-annually thereafter on each May 15 and November 15. Principal of and interest on the Bonds will be paid as
described below.

The Bonds will be issued by means of a book-entry system with no physical distribution of the Bonds made to the public.
One certificate for each maturity of the Bonds will be issued to The Depository Trust Company, New York, New York
(DTC), and immobilized in their custody. A book-entry system will be employed, evidencing ownership of the Bonds in
principal amounts of $5,000 or any integral multiple thereof, with transfers of ownership effected on the records of DTC
and its participants pursuant to rules and procedures adopted by DTC and its participants. The winning bidder, as a condition
to delivery of the Bonds, shall be required to deposit the Bonds with DTC, registered in the name of Cede & Co. Principal
of and interest on the Bonds will be payable to DTC or its nominee as registered owner of the Bonds. Transfer of principal
and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments
to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial

                                                             iii

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owners. Neither the Town nor the Paying Agent will be responsible or liable for maintaining, supervising or reviewing the
records maintained by DTC, its participants or persons acting through such participants.

Bank Qualification

The Bonds will NOT be designated as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended.

Redemption of the Bonds

The Bonds maturing in the years 2021 through 2028, inclusive, are not subject to redemption prior to their stated dates of
maturity. The Bonds maturing on and after May 15, 2029, are subject to redemption prior to their stated dates of maturity,
at the option of the Town, on and after May 15, 2028, either in whole or in part at any time, and if in part, by lot within a
maturity, at par plus accrued interest to the date set for redemption.

Term Bonds

For Bonds maturing on and after May 15, 2029, bidders may specify that all of the principal amount of such Bonds having
two or more consecutive maturities, may in lieu of having separate maturity dates, be combined to comprise one or more
term bonds, and shall be subject to mandatory redemption or mature at par as described above, in each of the years and in
the principal amounts specified in the foregoing maturity schedule. Each mandatory redemption shall be allocated to the
payment of the term bond having the earliest subsequent maturity date.
Term bonds, if any, shall be subject to mandatory redemption on May 15 in the earliest year prior to the stated maturity of
such Term Bond (the particular Bonds of such maturity to be redeemed to be selected by lot), as indicated in the foregoing
maturity schedule at the principal amount thereof plus accrued interest to the redemption date, without premium.

Form of Bid and Basis of Award

Electronic proposals will be submitted through i-Deal®. If any provisions in this Notice of Sale conflict with information
provided by i-Deal®, this Notice of Sale shall control. Further information about i-Deal®, including any fees charged, may
be obtained from i-Deal® at (212) 849-5000. The Town assumes no responsibility or liability for bids submitted through i-
Deal®. An electronic bid made in accordance with this Notice of Sale shall be deemed an irrevocable offer to purchase the
Bonds in accordance with the terms provided in this Notice of Sale and shall be binding upon the bidder as if made by a
signed and sealed written bid delivered to the Town.

Bidders shall state the rate or rates of interest per annum which the Bonds are to bear in a multiple of 1/8th or 1/20th of 1%
but shall not state (a) more than one interest rate for any Bonds having a like maturity, and (b) any interest rate which
exceeds the interest rate stated for any other Bonds by more than 3%.

The minimum bid on the bonds is par plus a premium of $78,900.

A good faith deposit is not required.

As between proposals which comply with this Notice of Sale, the award will be to the bidder who offers to purchase all the
Bonds at the lowest net effective interest rate to the Town. Such interest rate shall be determined on a true interest cost
(TIC) basis, which shall mean that rate which, as of May 20, 2020, discounts semi-annually all future payments on account
of principal and interest to the price bid, not including interest accrued to the date of delivery, if any, which accrued interest
shall be paid by the successful bidder. The award of the Bonds to the winning bidder will not be effective until the bid has
been approved by the Board of Selectmen and Treasurer of the Town. In the event that two or more bidders submit a bid
with the same lowest net effective interest rate, the winning bidder shall be determined by the Town Treasurer, by lot, from
among such bidders.


                                                               iv

Source page 6

Bond Insurance

The Town has not contracted for the issuance of any policy of municipal bond insurance for the Bonds. If the Bonds qualify
for issuance of any such policy or commitment therefor, any purchase of such insurance or commitment shall be at the sole
option and expense of the bidder. Proposals shall not be conditioned upon the issuance of any such policy or commitment.
Any failure of the Bonds to be so insured or of any such policy or commitment to be issued shall not in any way relieve the
purchaser of the contractual obligations arising from the acceptance of a proposal for the purchase of the Bonds. Should
the successful bidder purchase municipal bond insurance, all expenses associated with such policy or commitment will be
borne by the bidder, except for the fee paid to S&P Global Ratings for the rating of the Bonds. Any such fee paid to S&P
Global Ratings would be borne by the Town.

Par Amount Subject to Change

Within the limits set forth herein, the Town reserves the right to adjust the aggregate principal amount of the Bonds, and to
adjust the principal amount of individual maturities of the Bonds, even if the aggregate principal amount is unchanged. The
purpose of such adjustments, if any, will be to size the issue such that proceeds, including premium, will fund the project
and issuance costs with a minimum of excess funds.

Immediately following the opening of the bids, the Town, acting through its muncipal advisor, will contact the apparent
successful bidder by telephone to obtain the initial reoffering prices of each maturity of the Bonds, the premium to be paid
on account of bond insurance, if any, and other information relevant to the sale of the Bonds. The apparent successful
bidder shall then immediately deliver to the Town written confirmation by facsimile transmission as to such reoffering
prices and bond insurance premium, if any. Upon being supplied with such initial reoffering prices and bond insurance
premiums, if any, the Town will determine the need to otherwise re-allocate the principal maturities of the Bonds. The
Town expects to advise the successful bidder as soon as possible, but no later than 3:00 p.m., Eastern Daylight Savings
Time, on the date of the sale of the amount, if any, of any changes in either the aggregate principal amount (which changes
will be allocated among several maturities of the Bonds in a manner to be specified by the Town) or individual maturities
(assuming no changes in the aggregate principal amount of the Bonds).

Any adjustment in either the aggregate principal amount or the individual maturities of the Bonds will be in an amount of
$5,000 or an integral multiple thereof and will be made only as necessary to comply with the amortization requirements
imposed by state law and to achieve a final issue price to fund project costs and cost of issuance for the project without an
over issuance of bonds.

Bidders are advised that bidding with a large premium could result in a reduction in the par amount of the Bonds.

The dollar amount bid by the successful bidder will be adjusted to reflect any adjustment in the aggregate principal amount
of the Bonds to be issued. The adjusted bid price will reflect changes in the dollar amount of the underwriter’s discount
and original issue discount/premium, if any, but will not change the per-bond underwriter’s discount as calculated from the
bid and reoffering prices required to be delivered to the Town as stated herein. The successful bidder may not withdraw its
bid or change the interest rates bid or initial reoffering prices as a result of any changes made to the principal amounts within
these limits.




                                                               v

Source page 7

Establishment of Issue Price

The successful bidder shall assist the Town in establishing the issue price of the Bonds and shall execute and deliver to the
Town on the Closing Date an “issue price” or similar certificate, in the applicable form set forth in Exhibit 1 to this Notice
of Sale, setting forth the reasonably expected initial offering prices to the public or the sales price of the Bonds together
with the supporting pricing wires or equivalent communications, or, if applicable, the amount bid, with such modifications
as may be appropriate or necessary, in the reasonable judgment of the successful bidder, the Town and Bond Counsel. All
actions to be taken by the Town under this Notice of Sale to establish the issue price of the Bonds may be taken on behalf
of the Town by UniBank Fiscal Advisory Services, Inc. (the “Muncipal advisor”) and any notice or report to be provided to
the Town may be provided to the Muncipal advisor.

Competitive Sale Requirements. If the competitive sale requirements (“competitive sale requirements”) set forth in
Treasury Regulation § 1.148-1(f)(3)(i) (defining “competitive sale” for purposes of establishing the issue price of the Bonds)
have been satisfied, the Town will furnish to the successful bidder on the Closing Date a certificate of the Muncipal advisor,
which will certify each of the following conditions to be true:

               1.       the Town has disseminated this Notice of Sale to potential underwriters in a manner that is
        reasonably designed to reach potential underwriters;

                 2.      all bidders had an equal opportunity to bid;

                3.       the Town received bids from at least three underwriters of municipal bonds who have established
        industry reputations for underwriting new issuances of municipal bonds; and

                 4.     the Town awarded the sale of the Bonds to the bidder who submitted a firm offer to purchase the
        Bonds at the highest price (or lowest interest cost), as set forth in this Notice of Sale.

Any bid submitted pursuant to this Notice of Sale shall be considered a firm offer for the purchase of the Bonds, as specified
in the bid. Unless a bidder notifies the Town prior to submitting its bid by facsimile or email to the Muncipal advisor (508-
234-1938 or brianne.susel@unibank.com) or in its bid submitted via Parity, that it will not be an “underwriter” (as defined
below) of the Bonds, by submitting its bid, each bidder shall be deemed to confirm that it has an established industry
reputation for underwriting new issuances of municipal bonds. Unless the bidder has notified the Town that it will not be
an “underwriter” (as defined below) of the Bonds, in submitting a bid, each bidder is deemed to acknowledge that it is an
“underwriter” that intends to reoffer the Bonds to the public.

In the event that the competitive sale requirements are not satisfied, the Town shall so advise the successful bidder.

Failure to Meet the Competitive Sale Requirements – Option A – The Successful Bidder Intends to Reoffer the Bonds
to the Public and the Hold the Price Rule is Not Used. If the competitive sale requirements are not satisfied and the
successful bidder intends to reoffer the Bonds to the public, the Town will use the first price at which 10% of a maturity of
the Bonds (the “10% test”) is sold to the public as the issue price of that maturity, applied on a maturity-by-maturity basis,
of the Bonds. The successful bidder shall advise the Muncipal advisor if any maturity of the Bonds satisfies the 10% test
as of the date and time of the award of the Bonds. Under this option, the Town will not require bidders to comply with the
“hold-the-offering-price rule” set forth in the applicable Treasury Regulations and therefore does not intend to use the initial
offering price to the public as of the Sale Date of any maturity of the Bonds as the issue price of that maturity, if the
competitive sale requirements are not met.

If the competitive sale requirements are not satisfied, then until the 10% test has been satisfied as to each maturity of the
Bonds or all of the Bonds are sold to the public, the successful bidder agrees to promptly report to the Muncipal advisor the
prices at which the unsold Bonds of each maturity have been sold to the public, which reporting obligation shall continue,
whether or not the Closing Date has occurred, until the 10% test has been satisfied for each maturity of the Bonds or until
all the Bonds of a maturity have been sold. The successful bidder shall be obligated to report each sale of Bonds to the
Muncipal advisor until notified in writing by the Town or the Muncipal advisor that it no longer needs to do so.


                                                              vi

Source page 8

By submitting a bid and if the competitive sale requirements are not met, each bidder confirms that: (i) any agreement
among underwriters, any selling group agreement and each retail distribution agreement (to which the bidder is a party)
relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language
obligating each underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such
retail distribution agreement, as applicable, to report the prices at which it sells to the public the unsold Bonds of each
maturity allotted to it until it is notified by the successful bidder that either the 10% test has been satisfied as to the Bonds
of that maturity or all Bonds of that maturity have been sold to the public, if and for so long as directed by the successful
bidder and as set forth in the related pricing wires and (ii) any agreement among underwriters relating to the initial sale of
the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter
that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Bonds to the public
to require each broker-dealer that is a party to such retail distribution agreement to report the prices at which it sells to the
public the unsold Bonds of each maturity allotted to it until it is notified by the successful bidder or such underwriter that
either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the
public if and for so long as directed by the successful bidder or such underwriter and as set forth in the related pricing wires.

Sales of any Bonds to any person that is a related party to an underwriter shall not constitute sales to the public for purposes
of this Notice of Sale. Further, for purposes of this Notice of Sale:

                 “public” means any person other than an underwriter or a related party,

                 “underwriter” means (A) any person, including the successful bidder, that agrees pursuant to a written
                 contract with the Town (or with the lead underwriter to form an underwriting syndicate) to participate in
                 the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract
                 directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to
                 the public (including a member of a selling group or a party to a retail distribution agreement participating
                 in the initial sale of the Bonds to the public), and

                 “related party” – a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter
                 and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting
                 power or the total value of their stock, if both entities are corporations (including direct ownership by one
                 corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests,
                 if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more
                 than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests
                 or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a
                 partnership (including direct ownership of the applicable stock or interests by one entity of the other).

Failure to Meet the Competitive Sale Requirements – Option B – The Successful Bidder Intends to Reoffer the Bonds
to the Public and Agrees to Hold the Price of Maturities of Bonds for Which the 10% Test in Option A Is Not Met
as of the Sale Date. The successful bidder may, at its option, notify the Muncipal advisor in writing, which may be by
email (the “Hold the Price Notice”), not later than 4:00 p.m. on the Sale Date, that it has not sold 10% of the maturities of
the Bonds listed in the Hold the Price Notice (the “Unsold Maturities”) and that the successful bidder will not offer the
Unsold Maturities to any person at a price that is higher than the initial offering price to the public during the period starting
on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date or (ii) the date on
which the successful bidder has sold at least 10% of the applicable Unsold Maturity to the public at a price that is no higher
than the initial offering price to the public. If the successful bidder delivers a Hold the Price Notice to the Muncipal advisor,
the successful bidder must provide to the Issuer on or before the Closing Date, in addition to the certification described in
Option A above, evidence that each underwriter of the Bonds, including underwriters in an underwriting syndicate or selling
group, has agreed in writing to hold the price of the Unsold Maturities in the manner described in the preceding sentence.

Failure to Meet the Competitive Sale Requirements and/or The Successful Bidder Does Not Intend to Reoffer the
Bonds to the Public – Option C. If the successful bidder has purchased the Bonds for its own account and will not
distribute or resell the Bonds to the public, then, whether or not the competitive sale requirements were met, the reoffering
price certificate will recite such facts and identify the price or prices at which the purchase of the Bonds was made.


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Source page 9

Legal Opinion

The legality of the Bonds will be approved by Locke Lord LLP, Boston, Massachusetts, whose opinion will be furnished to
the purchaser without charge. The scope of engagement of Bond Counsel does not extend to passing upon or assuming
responsibility for the accuracy or adequacy of any statements made in the Official Statement other than matters expressly
set forth as their opinion, and they make no representation that they have independently verified the same.

Documents to be Delivered at Closing

It shall be a condition to the obligation of the successful bidder to accept delivery of and pay for the Bonds that the bidder
shall be furnished, without cost, with (a) the approving opinion of the firm of Locke Lord LLP, Boston, Massachusetts,
substantially in the form of Appendix C of the Preliminary Official Statement dated April 30, 2020, included herein, (b) a
certificate in form satisfactory to said firm dated as of May 20, 2020, the delivery date of the Bonds and receipt of payment
therefor, to the effect that there is no litigation pending or, to the knowledge of the signers thereof, threatened affecting the
validity of the Bonds or the power of the Town to levy and collect taxes to pay them, (c) a certificate of the Town Treasurer
to the effect that, to the best of his knowledge and belief, the Preliminary Official Statement did not, as of its date and the
date of sale, and the Final Official Statement referred to below, did not as of its date and does not as of the date of delivery
of the Bonds, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made therein, in the light of the circumstances under which they were made, not misleading; and (d) a Continuing Disclosure
Certificate substantially in the form of Appendix D of the Preliminary Official Statement dated April 30, 2020, included
herein.

CUSIP Identification Numbers

It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such numbers
on any Bond, nor any error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to
accept delivery of and pay for the Bonds. The Town assumes no responsibility for any CUSIP Service Bureau or other
charge that may be imposed for the assignment of such numbers.

Continuing Disclosure

In order to assist bidders in complying with Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission,
the Town will undertake to provide annual reports and notices of certain significant events. A description of this undertaking
is set forth in the Preliminary Official Statement.

Delivery

The Bonds, in definitive form, will be delivered to the purchaser at DTC, or the offices of its custodial agent, on or about
May 20, 2020, against payment in Federal Reserve funds.




                                                              viii

Source page 10

Additional Information and Copies of the Official Statement

Additional information concerning the Town and the Bonds is contained in the Preliminary Official Statement dated April
30, 2020, to which prospective bidders are directed. The Preliminary Official Statement is provided for informational
purposes only and is not a part of this Notice of Sale. Such Preliminary Official Statement is deemed final by the Town as
of its date for purposes of SEC Rule 15c2-12(b)(1).

Copies of the Preliminary Official Statement for the Bonds may be obtained from Brianne M. Susel, Assistant Vice
President, UniBank Fiscal Advisory Services, Inc., 49 Church Street, Whitinsville, Massachusetts 01588, telephone (508)
849-4228.

Within seven (7) business days following the award of the Bonds in accordance herewith, up to twenty-five (25) copies of
a Final Official Statement will be furnished to the successful bidder. Additional copies may be obtained at the purchaser's
expense.

The right is reserved to reject any or all bids and to reject any bid not complying with this Notice of Sale and, so far as
permitted by law, to waive any irregularity with respect to any proposal.


                                                                           TOWN OF CANTON
                                                                            Massachusetts

                                                                           /s/ William R. Scollins
                                                                              Finance Director/Treasurer
Dated: April 30, 2020




                                                            ix

Source page 11

EXHIBIT 1

                                               EXHIBIT TO THE NOTICE OF SALE

                                           Issue Price Certificate for Use If the Competitive
                                                      Sale Requirements Are Met

                                               $12,570,000i
                                   TOWN OF CANTON, MASSACHUSETTS
                        GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2020 BONDS
                                            Dated May 20, 2020

                                            ISSUE PRICE CERTIFICATE AND RECEIPT

        The undersigned, on behalf of [NAME OF SUCCESSFUL BIDDER] (the “Successful Bidder”),
hereby certifies as set forth below with respect to the sale of the above-captioned obligations (the “Bonds”) of the Town of
Canton, Massachusetts (the “Issuer”).

          1. Reasonably Expected Initial Offering Prices.

         As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by the Successful
Bidder are the prices listed in Schedule A (the “Expected Offering Prices”). The Expected Offering Prices are the prices for
the Maturities of the Bonds used by the Successful Bidder in formulating its bid to purchase the Bonds. Attached as Schedule
B is a true and correct copy of the bid provided by the Successful Bidder to purchase the Bonds.

          The Successful Bidder was not given the opportunity to review other bids prior to submitting its bid.

          The bid submitted by the Successful Bidder constituted a firm offer to purchase the Bonds.

          2. Defined Terms.

        “Maturity” means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds
with the same maturity date but different stated interest rates, are treated as separate Maturities.

         “Public” means any person (including an individual, trust, estate, partnership, association, company, or corporation)
other than an Successful Bidder or a related party to an Successful Bidder. The term “related party” for purposes of this
certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or
indirectly.

       “Sale Date” means the first day on which there is a binding contract in writing for the sale of a Maturity of the
Bonds. The Sale Date of the Bonds is May 7, 2020.

         “Underwriter” means (i) any person, including the Successful Bidder, that agrees pursuant to a written contract with
the Issuer (or with the lead Successful Bidder to form an underwriting syndicate) to participate in the initial sale of the
Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person
described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a
selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

         3. Receipt. The representations set forth in this certificate are limited to factual matters only. Nothing in this
certificate represents the Successful Bidder’ s interpretation of any laws, including specifically Sections 103 and 148 of the
Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that
the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax

i Preliminary, subject to change as described in Notice of Sale.
                                                                   x

Source page 12

Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Locke Lord LLP
in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income
tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may
give to the Issuer from time to time relating to the Bonds.

Dated: May 7, 2020                               [SUCCESSFUL BIDDER]



                                                 By:
                                                       Name:
                                                       Title:



                                       ______________________________________

                                 MODEL ISSUE PRICE DOCUMENTATION REPORT

                                  Schedule A – Expected Reoffering Prices (to be attached)

                                Schedule B – Copy of Successful Bidder’s Bid (to be attached)




                                                             xi

Source page 13

OPTION A

                       Issue Price Certificate for Use If the Competitive Sale Requirements Are
                                   Not Met and the Hold the Price Rule Is Not Used

                                               $12,570,000ii
                                   TOWN OF CANTON, MASSACHUSETTS
                        GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2020 BONDS
                                            Dated May 20, 2020

                                                       ISSUE PRICE CERTIFICATE

       The undersigned, on behalf of ______________________ (the (“Successful Bidder”)[, on behalf of itself and
[NAMES OF OTHER UNDERWRITERS] hereby certifies as set forth below with respect to the sale and issuance of the
above-captioned obligations (the “Bonds”).

          1.   Sale of the Bonds.

         As of the date of this certificate, [except as set forth in paragraph 2 below,] for each Maturity of the Bonds, the first
price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule
A.

[Only use the next paragraph if the 10% test has not been met or all of the Bonds have not been sold for one or more
Maturities of Bonds as of the Closing Date.]

        For each Maturity of the Bonds as to which no price is listed in Schedule A, as set forth in the Notice of Sale for
the Bonds, until the 10% test has been satisfied as to each Maturity of the Bonds or all of the Bonds are sold to the Public,
the Successful Bidder agrees to promptly report to the Town of Canton’s muncipal advisor, UniBank Fiscal Advisory
Services, Inc. (the “Muncipal advisor”) the prices at which the unsold Bonds of each Maturity have been sold to the Public,
which reporting obligation shall continue after the date hereof until the 10% test has been satisfied for each Maturity of the
Bonds or until all the Bonds of a Maturity have been sold. The Successful Bidder shall continue to report each sale of Bonds
to the Muncipal advisor until notified by email or in writing by the State or the Muncipal advisor that it no longer needs to
do so.

          2.   Defined Terms.

          “Issuer” means the Town of Canton.
        “Maturity” means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds
with the same maturity date but different stated interest rates, are treated as separate Maturities.
         “Public” means any person (including an individual, trust, estate, partnership, association, company, or corporation)
other than an Successful Bidder or a related party to an Successful Bidder. The term “related party” for purposes of this
certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or
indirectly.
         “Underwriter” means (i) any person, including the Successful Bidder, that agrees pursuant to a written contract with
the Issuer (or with the lead Successful Bidder to form an underwriting syndicate) to participate in the initial sale of the
Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person
described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a
selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).



ii Preliminary, subject to change as described in Notice of Sale.
                                                                    xii

Source page 14

3. Receipt.The [Successful Bidder][Representative] hereby acknowledges receipt from the Issuer of the Bonds and further
acknowledges receipt of all certificates, opinion and other documents required to be delivered to the [Successful
Bidder][Representative], before or simultaneously with the delivery of the Bonds, which certificates, opinions and other documents are
satisfactory to the [Successful Bidder][Representative].

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the
Successful Bidder’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code
of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information
will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect
to compliance with the federal income tax rules affecting the Bonds, and by Locke Lord LLP in connection with rendering
its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of
the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to
time relating to the Bonds.


Dated: May 7, 2020                          [SUCCESSFUL BIDDER]



                                            By: ________________________________

                                            Name:
                                            Title:


                                              Schedule A – Sale Prices (to be attached)




                                                                 xiii

Source page 15

OPTION B

                                Issue Price Certificate for Use If the Competitive Sale Requirements Are
                                              Not Met and the Hold the Price Rule Is Used

                                              $12,570,000iii
                                   TOWN OF CANTON, MASSACHUSETTS
                        GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2020 BONDS
                                           DATED May 20, 2020

                                              ISSUE PRICE CERTIFICATE AND RECEIPT

The undersigned, on behalf of ______________________ (the (“[Successful Bidder][Representative]”), on behalf of itself [and
[NAMES OF OTHER UNDERWRITERS] ]hereby certifies as set forth below with respect to the sale and issuance of the above-
captioned obligations (the “Bonds”) of the Town of Canton, Massachusetts (the “Issuer”).

          1.   Sale of the Bonds.

         As of the date of this certificate, [except as set forth in paragraph 2 below,] for each Maturity of the Bonds, the first price at
which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A.

          [Only use the next paragraph if the 10% test has not been met as of the Sale Date.]

          [For each Maturity of the Bonds as to which no price is listed in Schedule A (the “Unsold Maturities”), as set forth in the Notice
of Sale for the Bonds, the [Successful Bidder][Representative] and any other Underwriter did not reoffer the Unsold Maturities to any
person at a price higher than the initial offering price to the public until the earlier of (i) __________, 2019 or (ii) the date on which the
[Successful Bidder][Representative] or any other Underwriter sold at least 10% of each Unsold Maturity at a price that is no higher than
the initial offering price to the Public.]

          2.   Defined Terms.

         “Maturity” means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same
maturity date but different stated interest rates, are treated as separate Maturities.

        “Public” means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than
an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or
more persons who have greater than 50 percent common ownership, directly or indirectly.

          “Underwriter” means (i) any person, including the [Successful Bidder][Representative], that agrees pursuant to a written
contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to
the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this
paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail
distribution agreement participating in the initial sale of the Bonds to the Public).

          3.   Receipt.

         The [Successful Bidder][Representative] hereby acknowledges receipt from the Issuer of the Bonds and further acknowledges
receipt of all certificates, opinion and other documents required to be delivered to the [Successful Bidder][Representative], before or
simultaneously with the delivery of the Bonds, which certificates, opinions and other documents are satisfactory to the [Successful
Bidder][Representative].

          The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the
[Successful Bidder’s][Representative’s] interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue
Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will
be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance

iii Preliminary, subject to change as described in Notice of Sale.

Source page 16

with the federal income tax rules affecting the Bonds, and by Locke Lord LLP in connection with rendering its opinion that the interest
on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form
8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. The [Successful
Bidder][Representative] hereby acknowledges receipt from the Issuer of the bonds if the Issue and further acknowledges receipt of all
certificates, opinion and other documents required to be delivered to the [Successful Bidder][Representative], before or simultaneously
with the delivery of such bonds of the Issue, which certificates, opinions and other documents are satisfactory to the [Successful
Bidder][Representative].

Dated: May 7, 2020                                                         [SUCCESSFUL BIDDER][REPRESENTATIVE]

                                                                                   By:_______________________________

                                                                                       Name:
                                                                                       Title:

                                            _________________________________

                                              Schedule A – Sale Prices (to be attached)




                                                                  ii

Source page 17

OFFICIAL STATEMENT

                                                TOWN OF CANTON
                                                MASSACHUSETTS

                                     $11,465,000
               GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2020 BONDS



                                                  INTRODUCTION


This Official Statement is provided for the purpose of presenting certain information relating to the Town of Canton,
Massachusetts (the “Town”) in connection with the sale of $11,465,000 General Obligation Municipal Purpose Loan Of
2020 Bonds, dated their date of delivery (May 20, 2020) (the “Bonds”) of the Town.

The Bonds are being offered for sale at public bidding and a Notice of Sale dated April 30, 2020, has been furnished to
prospective bidders. Reference is hereby made to the Notice of Sale for the terms and conditions of bidding.

The Bonds will be general obligations of the Town for which its full faith and credit are pledged. They are not guaranteed
by The Commonwealth of Massachusetts (the “Commonwealth”) or any other entity. The security for the Bonds is more
fully described under the caption “Security and Remedies” herein. See also the caption “Opinion of Bond Counsel”.

Questions regarding information contained in this Official Statement or other matters should be directed to the following:
William Scollins, Finance Director/Treasurer, Town of Canton, (781) 575-6612; Brianne Susel, Assistant Vice President,
UniBank Fiscal Advisory Services, Inc., (508) 849-4228; or Brenda M. McDonough, Esq., Locke Lord LLP, (617) 239-
0684.

The information contained herein has been obtained from the sources indicated or from the Town.




                                                            1

Source page 18

PART I

                                                       THE BONDS


DESCRIPTION OF THE BONDS

The Bonds will be dated their date of delivery and will mature on May 15 of the years and in the principal amounts as
follows:

                  Due              Principal                        Due              Principal
                 May 15            Amount                          May 15            Amount
                  2021             $795,000                         2031             $400,000
                  2022              795,000                         2032              405,000
                  2023              795,000                         2033              405,000
                  2024              790,000                         2034              405,000
                  2025              795,000                         2035              410,000
                  2026              605,000                         2036              410,000
                  2027              610,000                         2037              410,000
                  2028              610,000                         2038              415,000
                  2029              610,000                         2039              415,000
                  2030              475,000                         2040              420,000

                                      $490,000 Term Bonds maturing on May 15, 2045


The Bonds will bear interest at the rate or rates per annum specified by the successful bidder.

Principal and semi-annual interest will be paid by U.S. Bank National Association, Boston, Massachusetts, or its successor
acting as paying agent (the “Paying Agent”) for the Town. Interest from the date of the Bonds will be payable on November
15, 2020, and semi-annually thereafter on each May 15 and November 15 until maturity. So long as The Depository Trust
Company, New York, New York (“DTC”) or its nominee, Cede & Co., is the Bondowner, such payments of principal of
and interest on the Bonds will be made directly to such Bondowner. Disbursement of such payments to the DTC Participants
is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of the DTC
Participants and Indirect Participants, as more fully described herein.

The Bonds are issuable only in fully registered form without coupons, and, when issued, will be registered in the name of
Cede & Co., as Bondowner and nominee for DTC. DTC will act as securities depository for the Bonds. Purchases of the
Bonds will be made in book-entry form, in the denomination of $5,000 or any integral multiple thereof. Purchasers will not
receive certificates representing their interests in Bonds purchased. So long as Cede & Co. is the Bondowner, as nominee
of DTC, references herein to the Bondowners or registered owner shall mean Cede & Co., as aforesaid, and shall not mean
the Beneficial Owners (as defined herein) of the Bonds.

RECORD DATE

The record date for each payment of interest on the Bonds (the “Record Date”) is the last business day of the month
preceding the interest payment date. Under certain circumstances, the Paying Agent may establish a special record date. The
special record date may not be more than twenty (20) days before the date set for payment. The Paying Agent will mail
notice of a special record date to the bondholders at least ten (10) days before the special record date.




                                                             2

Source page 19

BOOK-ENTRY TRANSFER SYSTEM

The Depository Trust Company, New York, New York (“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 maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

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

Purchases of securities deposited with DTC must be made by or through Direct Participants, which will receive a credit for
such securities on DTC's records. The ownership interest of each actual purchaser of each security deposited with
(“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 securities
held by DTC 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 securities held
by DTC, except in the event that use of the book-entry system for such securities is discontinued.

To facilitate subsequent transfers, all securities deposited by Direct Participants with DTC are registered in the name of
DTC's partnership nominee, Cede & Co., or such other name as requested by an authorized representative of DTC. The
deposit of securities 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 securities held by it;
DTC's records reflect only the identity of the Direct Participants to whose accounts such securities 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 for the Bonds shall be sent to DTC. If less than all of a maturity is being redeemed, DTC’s practice is
to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent to vote with respect to securities held by DTC
unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC
mails an Omnibus Proxy to an issuer of securities as soon as possible after the record date. The Omnibus Proxy assigns


                                                               3

Source page 20

Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts such securities are credited on the
record date (identified in a listing attached to the Omnibus Proxy).

Principal and interest payments on securities held by DTC 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 issuer of such securities or its paying agent, 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
(nor its nominee), the issuer of such securities or its paying agent, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be
requested by an authorized representative of DTC) is the responsibility of the issuer of such securities or its paying agent,
disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments
to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice
to the Town or its paying agent. Under such circumstances, in the event that a successor depository is not obtained, physical
certificates are required to be printed and delivered.

The Town may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities
depository). In that event, physical 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
Town believes to be reliable, but the Town takes no responsibility for the accuracy thereof.

DTC PRACTICES

The Town can make no assurances that DTC, Direct Participants, Indirect Participants or other nominees of the Beneficial
Owners of the Bonds will act in a manner described in this Official Statement. DTC is required to act according to rules
and procedures established by DTC and its participants which are on file with the Securities and Exchange Commission.

AUTHORIZATION AND USE OF PROCEEDS

The bonds are authorized as outlined in the table below:
                                                                                               Statutory
                                                                          Original             Reference              Date of      Article
                 Purpose                                Bonds           Authorization        (MGL Ch. 44)          Authorization     #
JFK Modular Classrooms                                $ 1,708,000           2,000,000             7(1)              5/14/2018       12-7
Fire Engine Refurbisment                                  147,000             162,000             7(1)              5/13/2019       12-6
DPW Box Truck                                             162,000             189,000             7(1)              5/13/2019       12-6
School Bleachers                                           86,000             100,000             7(1)              5/13/2019       12-8
WiFi Backbone                                              62,000              68,000             7(9)              5/13/2019       12-8
High School Roof top unit                                 105,000             122,000             7(1)              5/13/2019       12-8
Bolivar Pool Project (1)                                5,430,000           5,900,000             7(1)              5/13/2019        20
Water Line at Sullivan Treatment Facility               1,105,000           1,200,000             8(5)              5/14/2018      12-10
Water System Design                                       753,000             830,000             7(7)              5/13/2019       12-7
Ice Rink Repairs                                        1,907,000           5,983,000             7(1)              12/12/2018        2
                                                      $11,465,000
_______________
(1) Debt service on this project was excmpted from the tax limitations of Proposition 2 ½ by a vote of the Otwn on May 28, 2019.

The Town has $2,500,000 outstanding in bond anticipation notes maturing on May 22, 2020 which will be redeemed with
a like amount of the Bonds.


                                                                         4

Source page 21

OPTIONAL REDEMPTION

Bonds maturing in the years 2021 through 2028, inclusive, are not subject to redemption prior to their stated dates of maturity.
Bonds maturing on and after May 15, 2029, are subject to redemption prior to maturity, at the option of the Town, on and after
May 15, 2028, either in whole or in part at any time, and if in part, by lot within a maturity, at par plus accrued interest to the
date set for redemption.

MANDATORY REDEMPTION

The Bonds maturing on May 15, 2045 the “Term Bonds”, will be subject to mandatory redemption on May 1 in each year
or years immediately prior to the stated maturity of such term bonds (the particular portion of the Term Bonds of such
maturity to be redeemed to be selected by lot) as indicated herein.

The Bonds maturing on May 15, 2045 are subject to mandatory redemption or mature on May 15 in each of the years 2041,
2042, 2043, 2044, and 2045, inclusive, at the price of par, plus accrued interest to the redemption date, in the principal
amounts as follows:

                                           Year               Principal Amount
                                           2041                     $95,000
                                           2042                      95,000
                                           2043                     100,000
                                           2044                     100,000
                                           2045†                    100,000
_______________
†
  Denotes final maturity.



NOTICE OF REDEMPTION

So long as DTC is the registered owner of the Bonds, notice of any redemption of Bonds, prior to their maturities, specifying
the Bonds (or portions thereof) to be redeemed shall be mailed, or sent in such other manner acceptable to DTC, to DTC
not more than 60 days nor less than 30 days prior to the redemption date. Any failure on the part of DTC to notify the DTC
Participants of the redemption or failure on the part of the DTC Participants or of a nominee of a Beneficial Owner (having
received notice from a DTC Participant or otherwise) to notify the Beneficial Owner shall not affect the validity of the
redemption. If moneys for the redemption are held by the Paying Agent on the redemption date and if notice of the
redemption shall have been duly mailed, then from and after the redemption date interest on the Bonds (or portions thereof)
called for redemption shall cease to accrue.

SECURITY AND REMEDIES

Full Faith and Credit. General obligation bonds and notes of a Massachusetts city or town constitute a pledge of its full
faith and credit. To the extent not paid from other sources, the principal of and interest on the Bonds are payable from taxes
which may be levied upon all taxable property within the territorial limits of the Town and taxable by it, subject to the tax
limitations of Chapter 59, Section 21C of the General Laws with respect to the portion of the Bonds that the Town has not
voted to exclude from such limitations, and without limit as to rate of amount, except as provided under Chapter 44, Section
20, with respect to that portion of the Bonds that the Town has voted to exempt from such limitations. Payment is not
limited to a particular fund or revenue source. Except for “qualified bonds” (see “Serial Bonds and Notes” herein) and
setoffs of state distributions (see “State Distributions” herein), no provision is made by the Massachusetts statutes for
priorities among bonds and notes and other general obligations, although the use of certain moneys may be restricted.

Tax Levy. The Massachusetts statutes direct the municipal assessors to include annually in the tax levy for the next fiscal
year “all debt and interest charges matured and maturing during the next fiscal year and not otherwise provided for (and)
all amounts necessary to satisfy final judgments”. Specific provision is also made for including in the next tax levy payments

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of rebate amounts not otherwise provided for and payment of notes in anticipation of federal or state aid if the aid is no
longer forthcoming.

The total amount of a tax levy is limited by statute. However, the voters in each municipality may vote to exclude from the
limitation any amounts required to pay debt service on indebtedness incurred before November 4, 1980. Local voters may
also vote to exempt specific subsequent bond issues from the limitation (see “Tax Limitations” herein). In addition,
obligations incurred before November 4, 1980 may be constitutionally entitled to payment from taxes in excess of the
statutory limit.

The Town voted to exclude the debt service on $5,941,768 of currently outstanding bonds as well as $5,430,000 par
amount of the Bonds and from the limitations of Proposition 2½, as described under “Tax Limitations” herein.

Lien. Except for taxes on the increased value of certain property in designated development districts which may be pledged
for the payment of debt service on bonds issued to finance economic development projects within such districts, no provision
is made for a lien on any portion of the tax levy or any other funds of the Town to secure particular bonds or notes or bonds
and notes generally (or judgments on bonds or any notes) in priority to other claims. Provision is made, however, for
borrowing to pay judgments, subject to the General Debt Limit (see “Debt Limits” herein). Subject to the approval of the
State Director of Accounts for judgments above $10,000, judgments may also be paid from available funds without
appropriation and included in the next tax levy unless other provision is made.

Court Proceedings. Massachusetts cities and towns are subject to suit on their general obligation bonds and notes and
courts of competent jurisdiction have power in appropriate proceedings to order payment of a judgment on the bonds or
notes from lawfully available funds or, if necessary, to order the city or town to take lawful action to obtain the required
money, including the raising of it in the next annual tax levy, within the limits prescribed by law (see “Tax Limitations”
herein). In exercising their discretion as to whether to enter such an order, the courts could take into account all relevant
factors including the current operating needs of the city or town and the availability and adequacy of other remedies. The
Massachusetts Supreme Judicial Court has stated in the past that a judgment against a municipality can be enforced by the
taking and sale of the property of any inhabitant. However, there has been no judicial determination as to whether this
remedy is constitutional under current due process and equal protection standards.

Restricted Funds. Massachusetts statutes also provide that certain water, gas and electric, community antenna television
system, telecommunications, sewer, parking meter and passenger ferry fee, community preservation and affordable housing
receipts may be used only for water, gas and electric, community antenna television system, telecommunications, sewer, parking,
mitigation of ferry service impacts, community preservation and affordable housing purposes, respectively; accordingly, moneys
derived from these sources may be unavailable to pay general obligation bonds and notes issued for other purposes. A city or
town that accepts certain other statutory provisions may establish an enterprise fund for a utility, health care, solid waste,
recreational or transportation facility and for police or fire services; under those provisions any surplus in the fund is restricted
to use for capital expenditures or reduction of user charges. In addition, subject to certain limits, a city or town may annually
authorize the establishment of one or more revolving funds in connection with use of certain revenues for programs that produce
those revenues; interest earned on a revolving fund is treated as general fund revenue. A city or town may also establish an
energy revolving loan fund to provide loans to owners of privately-held property in the city or town for certain energy
conservation and renewable energy projects, and may borrow to establish such a fund. The loan repayments and interest earned
on the investment of amounts in the fund shall be credited to the fund. Also, the annual allowance for depreciation of a gas and
electric plant or a community antenna television and telecommunications system is restricted to use for plant or system renewals
and improvements, for nuclear decommissioning costs, and costs of contractual commitments, or, with the approval of the State
Department of Telecommunications and Energy, to pay debt incurred for plant or system reconstruction or renewals. Revenue
bonds and notes issued in anticipation of them may be secured by a prior lien on specific revenues. Receipts from industrial
users in connection with industrial revenue financings are also not available for general municipal purposes.

State Distributions. State grants and distributions may in some circumstances be unavailable to pay general obligation
bonds and notes of a city or town in that the State Treasurer is empowered to deduct from such grants and distributions the
amount of any debt service paid on “qualified bonds” (see “Serial Bonds and Notes” herein) and any other sums due and
payable by the city or town to the Commonwealth, or certain other public entities, including any unpaid assessments for
costs of any public transportation authority such as the Massachusetts Bay Transportation Authority (the “MBTA”) or a

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regional transit authority of which it is a member or for costs of the Massachusetts Water Resources Authority (the
“MWRA”) if the city or town is within the territory served by the Authority, for any debt service due on obligations issued
to the Massachusetts School Building Authority, or for charges necessary to meet obligations under the Commonwealth’s
Clean Water or Drinking Water Revolving Loan Programs, including such charges imposed by another local governmental
unit that provides wastewater collection or treatment services or drinking water treatment services to the city or town.

If a city or town is (or is likely to be) unable to pay principal or interest on its bonds or notes when due, it is required to
notify the State Commissioner of Revenue. The Commissioner shall in turn, after verifying the inability, certify the inability
to the State Treasurer. The State Treasurer shall pay the due or overdue amount to the paying agent for the bonds or notes,
in trust, within three days after the certification or one business day prior to the due date (whichever is later). This payment
is limited, however, to the estimated amount otherwise distributable by the Commonwealth to the city or town during the
remainder of the fiscal year (after the deductions mentioned in the foregoing paragraph). If for any reason any portion of
the certified sum has not been paid at the end of the fiscal year, the State Treasurer shall pay it as soon as practicable in the
next fiscal year to the extent of the estimated distributions for that fiscal year. The sums so paid shall be charged (with
interest and administrative costs) against the distributions to the city or town.

The foregoing does not constitute a pledge of the faith and credit of the Commonwealth. The Commonwealth has not agreed
to maintain existing levels of state distributions, and the direction to use estimated distributions to pay debt service may be
subject to repeal by future legislation. Moreover, adoption of the annual appropriation act has sometimes been delayed
beyond the beginning of the fiscal year and estimated distributions which are subject to appropriation may be unavailable
to pay local debt service until they are appropriated.

Bankruptcy. Enforcement of a claim for payment of principal or interest on general obligation bonds or notes would be subject
to the applicable provisions of Federal bankruptcy laws and to the provisions of other statutes, if any, hereafter enacted by the
Congress or the State legislature extending the time for payment or imposing other constraints upon enforcement insofar as the
same may be constitutionally applied. Massachusetts municipalities are not generally authorized by the Massachusetts General
Laws to file a petition for bankruptcy under Federal Bankruptcy laws. In cases involving significant financial difficulties faced
by a single city, town or regional school district, however, the Commonwealth has enacted special legislation to permit the
appointment of a fiscal overseer, finance control board or, in the most extreme cases, a state receiver. In a limited number of
these situations, such special legislation has also authorized the filing of federal bankruptcy proceedings, with the prior approval
of the Commonwealth. In each case where such authority was granted, it expired at the termination of the Commonwealth’s
oversight of the financially distressed city, town or regional school district. To date, no such filings have been approved or
made.

OPINION OF BOND COUNSEL

A copy of the legal opinion of the firm of Locke Lord LLP, of Boston, Massachusetts, (see Appendix C) will be furnished
to the successful bidder. The opinion will be dated and given on and will speak only as of the date of original delivery of
the Bonds. The scope of engagement of Bond Counsel does not extend to passing upon or assuming responsibility for the
accuracy or adequacy of any statements made in this Official Statement other than matters expressly set forth as their opinion
and they make no representation that they have independently verified the same.

TAX EXEMPTION

In the opinion of Locke Lord LLP, Bond Counsel to the Town (“Bond Counsel”), based upon an analysis of existing laws,
regulations, rulings, and court decisions, and assuming, among other matters, compliance with certain covenants, interest
on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue
Code of 1986, as amended (the “Code”). Bond Counsel is of the further opinion that interest on the Bonds will not be
included in computing the alternative minimum taxable income of Bondholders who are individuals. Bond Counsel
expresses no opinion regarding any other federal tax consequences arising with respect to the ownership or disposition of,
or the accrual or receipt of interest on the Bonds. The Bonds will NOT be designated as “qualified tax-exempt obligations”
for purposes of Section 265(b)(3) of the Code.


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The Code imposes various requirements relating to the exclusion from gross income for federal income tax purposes of
interest on obligations such as the Bonds. Failure to comply with these requirements may result in interest on the Bonds
being included in gross income for federal income tax purposes, possibly from the date of original issuance of the Bonds.
The Town has covenanted to comply with such requirements to ensure that interest on the Bonds will not be included in
federal gross income. The opinion of Bond Counsel assumes compliance with these requirements.

Bond Counsel is also of the opinion that, under existing law, interest on the Bonds is exempt from Massachusetts personal
income taxes, and the Bonds are exempt from Massachusetts personal property taxes. Bond Counsel has not opined as to
other Massachusetts tax consequences arising with respect to the Bonds. Prospective Bondholders should be aware,
however, that the Bonds are included in the measure of Massachusetts estate and inheritance taxes, and the Bonds and the
interest thereon are included in the measure of certain Massachusetts corporate excise and franchise taxes. Bond Counsel
expresses no opinion as to the taxability of the Bonds or the income therefrom or any other tax consequences arising with
respect to the Bonds under the laws of any state other than Massachusetts. A complete copy of the proposed form of opinion
of Bond Counsel is set forth in Appendix C hereto.

To the extent the issue price of any maturity of the Bonds is less than the amount to be paid at maturity of such Bonds
(excluding amounts stated to be interest and payable at least annually over the term of such Bonds), the difference constitutes
“original issue discount,” the accrual of which, to the extent properly allocable to each owner thereof, is treated as interest
on the Bonds which is excluded from gross income for federal income tax purposes and is exempt from Massachusetts
personal income taxes. For this purpose, the issue price of a particular maturity of the Bonds is either the reasonably
expected initial offering price to the public or the first price at which a substantial amount of such maturity of the Bonds is
sold to the public, as applicable. The original issue discount with respect to any maturity of the Bonds accrues daily over
the term to maturity of such Bonds on the basis of a constant interest rate compounded semiannually (with straight-line
interpolations between compounding dates). The accruing original issue discount is added to the adjusted basis of such
Bonds to determine taxable gain or loss upon disposition (including sale, redemption, or payment on maturity) of such
Bonds. Bondholders should consult their own tax advisors with respect to the tax consequences of ownership of Bonds
with original issue discount, including the treatment of purchasers who do not purchase such Bonds in the original offering
to the public at the reasonably expected initial offering price or, if applicable, the first price at which a substantial amount
of such Bonds is sold to the public.

Bonds purchased, whether at original issuance or otherwise, for an amount greater than the stated principal amount to be
paid at maturity of such Bonds, or, in some cases, at the earlier redemption date of such Bonds (“Premium Bonds”), will be
treated as having amortizable bond premium for federal income tax purposes and Massachusetts personal income tax
purposes. No deduction is allowable for the amortizable bond premium in the case of obligations, such as the Premium
Bonds, the interest on which is excluded from gross income for federal income tax purposes. However, a Bondholder’s
basis in a Premium Bond will be reduced by the amount of amortizable bond premium properly allocable to such
Bondholder. Holders of Premium Bonds should consult their own tax advisors with respect to the proper treatment of
amortizable bond premium in their particular circumstances.

Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken) or events
occurring (or not occurring) after the date of issuance of the Bonds may adversely affect the value of, or the tax status of
interest on, the Bonds.

Although Bond Counsel is of the opinion that interest on the Bonds is excluded from gross income for federal income tax
purposes and is exempt from Massachusetts personal income taxes, the ownership or disposition of, or the accrual or receipt
of interest on, the Bonds may otherwise affect the federal or state tax liability of a Bondholder. Among other possible
consequences of ownership or disposition of, or the accrual or receipt of interest on, the Bonds, the Code requires recipients
of certain social security and certain railroad retirement benefits to take into account receipts or accruals of interest on the
Bonds in determining the portion of such benefits that are included in gross income. The nature and extent of all such other
tax consequences will depend upon the particular tax status of the Bondholder or the Bondholder’s other items of income,
deduction, or exclusion. Bond Counsel expresses no opinion regarding any such other tax consequences, and Bondholders
should consult with their own tax advisors with respect to such consequences.




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Risk of Future Legislative Changes and/or Court Decisions

Legislation affecting tax-exempt obligations is regularly considered by the United States Congress and may also be
considered by the Massachusetts legislature. Court proceedings may also be filed, the outcome of which could modify the
tax treatment of obligations such as the Bonds. There can be no assurance that legislation enacted or proposed, or actions
by a court, after the date of issuance of the Bonds will not have an adverse effect on the tax status of interest on the Bonds
or the market value or marketability of the Bonds. These adverse effects could result, for example, from changes to federal
or state income tax rates, changes in the structure of federal or state income taxes (including replacement with another type
of tax), or repeal (or reduction in the benefit) of the exclusion of interest on the Bonds from gross income for federal or state
income tax purposes for all or certain taxpayers. Additionally, Bondholders should be aware that future legislative actions
(including federal income tax reform) may retroactively change the treatment of all or a portion of the interest on the Bonds
for federal income tax purposes for all or certain taxpayers. In all such events, the market value of the Bonds may be affected
and the ability of Bondholders to sell their Bonds in the secondary market may be reduced. The Bonds are not subject to
special mandatory redemption, and the interest rates on the Bonds are not subject to adjustment, in the event of any such
change in the tax treatment of interest on the Bonds.

Investors should consult their own financial and tax advisors to analyze the importance of these risks.

RATING

S&P Global Ratings has assigned a rating of AAA to the Bonds. Such rating reflects only the view of the rating agency and
will be subject to revision or withdrawal, which could affect the market price of the Bonds.

CONTINUING DISCLOSURE

In order to assist the successful bidder in complying with Rule 15c2-12(b)(5) promulgated by the Securities and Exchange
Commission (the “Rule”), the Town will covenant for the benefit of owners of the Bonds to provide certain financial
information and operating data relating to the Town by not later than 270 days after the end of each fiscal year (the “Annual
Report”), and to provide notices of the occurrence of certain significant events. The covenants will be contained in a
Continuing Disclosure Certificate, the proposed form of which is provided in Appendix D. The Certificate will be executed
by the signers of the Bonds, and incorporated by reference in the Bonds. The Town is the only “obligated person” with
respect to the Bonds within the meaning of the Rule.

The Town believes that, in the last five years, it has complied, in all material respects, with its previous undertakings to
provide financial information or notices of significant events in accordance with the Rule.




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PART II

                                                        THE TOWN

The Town of Canton, settled in 1650 and incorporated in 1797, is located in Norfolk County approximately 18 miles south
of downtown Boston. The Town covers an area of approximately 18 square miles and is bordered by the Towns of Milton,
Randolph, Stoughton, Sharon, Norwood, Westwood and Dedham.

CONSTITUTIONAL STATUS AND FORM OF GOVERNMENT

Massachusetts cities and towns are subject to the plenary legislative power of the Commonwealth. As stated by the Supreme
Judicial Court:

        A town is not an independent sovereignty. It is merely a subordinate agency of State government. It is a
        creature of the Commonwealth, from which are derived all its powers and those of its voters and officers.

Cities and towns provide general governmental services at the local level. Municipalities were traditionally authorized to
exercise only those powers granted by the State legislature, but Massachusetts adopted a Home Rule Amendment to its
Constitution in 1966, under which a city or town may exercise by ordinance or by-law any power which the State legislature
could confer upon it, provided that the ordinance or by-law is consistent with the laws enacted by the State legislature.
Certain powers are excluded from home rule and may still be exercised only when authorized by State law; these powers
include the power to levy taxes, the power to borrow money, and the power to enact private or civil laws governing civil
relationships except as an incident to the exercise of an independent municipal power. Under the Home Rule Amendment
the State legislature may enact general laws relating to a class of two or more municipalities but (except in limited
circumstances) may enact a special law relating to a particular city or town only on request of the city or town or on
recommendation of the governor and passage by a two-thirds vote of both houses of the legislature.

An amendment to the State Constitution provides that any law imposing additional costs on two or more cities or towns by
regulating aspects of municipal employment will not be effective within a city or town until the city council or town meeting
accepts the law. Local acceptance is not required if the legislature has either passed the law by a two-thirds vote or provided
that the additional costs would be assumed by the State.

Cities and towns may change their form of government by adopting home rule charters or amending existing charters. A
town of less than 12,000 population may not change to a city form of government and a town of less than 6,000 inhabitants
may not change from the open town meeting form of government to a limited or representative town meeting form.

Cities are generally governed by a city council and an elected mayor who has the power to veto council actions; the council
may override a mayoral veto by a two-thirds vote of the councilors. Some cities are governed by a city council and an
appointed city manager who has no power to veto council actions; some municipalities, although still called “towns”, have
adopted a similar form of government with a town council and town manager or administrator. Provision is often made for
a referendum on council actions, and for initiation of measures, upon petition of a sufficient number of voters.

Most towns are governed by open town meetings in which any voter may participate. Others have an elected representative
town meeting, often with public officers serving as ex officio members of the town meeting. Provision is usually made for
a referendum on actions of the representative town meeting upon petition of a sufficient number of voters. Administrative
affairs are generally managed by a board of three or more selectmen, sometimes with the assistance of a town manager or
executive secretary.

School affairs of cities and towns are administered by an elected school committee, except in those towns whose educational
functions are carried out entirely through a regional school district.




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GOVERNING BODIES AND OFFICERS

Local legislative decisions are made by an open town meeting consisting of all registered voters in the Town. Subject to
the legislative decisions made by Town Meeting, the affairs of the Town are generally administered by a board of five
selectmen, elected for staggered three-year terms on an at-large basis. Local taxes are assessed by a board of three assessors
elected for staggered three-year terms. The affairs of the schools are generally administered by a School Committee of five
members, elected for staggered three-year terms on an at-large basis. The Town has delayed its Annual Town Meeting and
election until June 2020.

The following are the principal executive officers:

                                                                   Manner of Selection                            Term
Office                       Name                                      and Term                                  Expires
Selectmen                    Christopher J. Connolly, Chairman      Elected/3 years                                2020
                             John J. Connolly, Vice-Chairman        Elected/3 years                                2022
                             Thomas W. Theodore, Clerk              Elected/3 years                                2020
                             Mark J. Porter,                        Elected/3 years                                2021
                             Michael C. Loughran                    Elected/2 years                                2021

Town Administrator           Charles J. Aspinwall                    Appointed/3 years                             2022

Finance Director/
Treasurer/Collector          William R. Scollins                     Appointed/2 years                             2021

Accountant                   Kathleen Dooley Butters                 Appointed/3 years                             2021

Town Clerk                   Tracy Kenney                            Elected/3 years                               2021

Town Counsel                 Paul DeRensis                           Appointed/1 year                              2020

SERVICES

The Town provides general governmental services for the territory within its boundaries, including police and fire
protection, public education in grades K though 12, water and sewer, streets, parks and recreation. The principal services
provided by Norfolk County are space for courts, a jail and house of correction and registry of deeds. The MBTA provides
bus service to the Town and commuter rail at two central locations within the Town. The Blue Hills Regional Vocational
High School provides vocational technical education in grades nine through twelve. The Canton Housing Authority
provides housing for eligible low income families, elderly and handicapped persons.

COVID 19

COVID-19 is a new respiratory disease caused by a novel coronavirus that has not previously been seen in humans. On
March 10, 2020, the Governor of The Commonwealth of Massachusetts declared a state of emergency to support the
Commonwealth’s response to the outbreak of the virus. On March 11, 2020 the World Health Organization declared
COVID-19 a pandemic. On March 13, 2020, the President declared a national emergency due to the outbreak, which has
enabled disaster funds to be made available to states to fight the pandemic. On March 15, 2020, the Governor announced
emergency actions to help address the spread of the virus, and as a result the Town closed all school buildings and closed
all Town buildings, with the exception of the Public Safety Facility, as well as Town playgrounds/ballfields to the public,
but such buildings currently remain staffed with certain staff being split up and rotated in and out of the buildings in an
effort to minimize physical contact. The Town has directed residents to use the Town’s online services to transact most
business, and, for police related matters, call the Town dispatch center to file reports and for all non-emergencies. The

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Town continues to and expects to continue to maintain all essential functions and services and will continue to assess the
situation and determine alternative solutions to gatherings that require physical interactions.

The virus and the resulting actions by national, state and local governments is altering the behavior of businesses and people
in a manner that will have negative impacts on global and local economies. There can be no assurances regarding the extent
to which COVID-19 will impact the national and state economies and, accordingly, how it will adversely impact
municipalities, including the Town. These negative impacts are likely to include reduced or delayed collections of property
taxes and other revenues, including local meals tax revenue, motor vehicle excise taxes and other fees and charges collected
by the Town. The Town may also be affected by reductions in state aid resulting from reduced revenues collected at the
State level, such as sales, income and capital gains taxes. In addition, stock markets in the United States and globally have
seen significant recent declines largely attributable to coronavirus concerns and will likely adversely affect the funding
status of the Town’s pension funds and resulting funding schedules. The Town cannot quantify these effects at this time.

AUTHORIZATION OF GENERAL OBLIGATION BOND AND NOTES

Serial bonds and notes are authorized by vote of two-thirds of all the members of the city council (subject to the mayor’s
veto where the mayor has a veto power) or a two-thirds vote of the town meeting. Provision is made in some cities and
towns for a referendum on the borrowing authorization if there is a timely filing of a petition bearing the requisite number
of signatures. Refunding bonds and notes are authorized by the city council or the selectmen. Borrowings for some purposes
require State administrative approval.
When serial bonds or notes have been authorized, bond anticipation notes may be issued by the officers authorized to issue
the serial bonds or notes. Temporary debt in anticipation of the revenue of the fiscal year in which the debt is incurred or
in anticipation of authorized federal and state aid generally may be incurred by the treasurer with the approval of the
selectmen, mayor or city manager as the case may be.

DEBT LIMITS

General Debt Limit. The General Debt Limit of the Town consists of a Normal Debt Limit and a Double Debt Limit. The
Normal Debt Limit is 5 percent of the valuation of taxable property as last equalized by the State Department of Revenue.
The Town can authorize debt up to this amount without state approval. It can authorize debt up to twice this amount (the
Double Debt Limit) with the approval of the State Municipal Finance Oversight Board composed of the State Treasurer, the
State Auditor, the Attorney General and the Director of Accounts.

There are many categories of general obligation debt which are exempt from and do not count against the General Debt Limit.
Among others, these exempt categories include revenue anticipation notes and grant anticipation notes; emergency loans; loans
exempted by special laws; certain school bonds, sewer bonds, bonds for water, gas, electric and telecommunications systems,
solid waste disposal facility bonds and economic development bonds supported by tax increment financing; and subject to
special debt limits, bonds for housing, urban renewal and economic development (subject to various debt limits). Revenue
bonds are not subject to these debt limits. The General Debt Limit and the special debt limit for water bonds apply at the time
the debt is authorized. The other special debt limits generally apply at the time the debt is incurred.

Revenue Anticipation Notes. The amount borrowed in each fiscal year by the issue of revenue anticipation notes is limited
to the tax levy of the prior fiscal year, together with the net receipts in the prior fiscal year from the motor vehicle excise
and certain payments made by the Commonwealth in lieu of taxes. The fiscal year ends on June 30. Notes may mature in
the following fiscal year, and notes may be refunded into the following fiscal year to the extent of the uncollected, unabated
current tax levy and certain other items, including revenue deficits, overlay deficits, final judgments and lawful
unappropriated expenditures, which are to be added to the next tax levy, but excluding deficits arising from a failure to
collect taxes of earlier years (see “Taxation to Meet Deficits” herein). In any event, the period from an original borrowing
to its final maturity cannot exceed one year.

TYPES OF OBLIGATIONS

General Obligations. Massachusetts cities and towns are authorized to issue general obligation indebtedness of these
types:

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Serial Bonds and Notes. These are generally required to be payable in annual principal amounts beginning no later than
the end of the next fiscal year commencing after the date of issue and ending within the terms permitted by law. A level
debt service schedule, or a schedule that provides for a more rapid amortization of principal than level debt service, is
permitted. The principal amounts of certain economic development bonds supported by tax increment financing may be
payable in equal, diminishing or increasing amounts beginning within 5 years after the date of issue. The maximum terms
vary from one year to forty years, depending on the purpose of the issue. The maximum terms permitted are set forth in the
statutes. In addition, for many projects, the maximum term may be determined in accordance with useful life guidelines
promulgated by the State Department of Revenue (“DOR”). Serial bonds and notes may be issued for the purposes set forth
in the statutes. In addition, serial bonds and notes may be issued for any other public work improvement or asset not
specifically listed in the Statutes that has a useful life of at least 5 years. Bonds or notes may be made callable and redeemed
prior to their maturity, and a redemption premium may be paid. Refunding bonds or notes may be issued subject to the
maximum applicable term measured from the date of the original bonds or notes, and must produce present value savings
over the debt service of the refunded bonds. Generally, the first required annual payment of principal of the refunding bonds
cannot be later than the first principal payment of any of the bonds or notes being refunded thereby, however, principal
payments made before the first principal payment of any of the bonds or notes being refunded thereby may be in any amount.

Serial bonds may be issued as “qualified bonds” with the approval of the state Municipal Finance Oversight Board composed
of the State Treasurer, the State Auditor, the Attorney General and the Director of Accounts, subject to such conditions and
limitations (including restriction on future indebtedness) as may be required by the Board. Qualified bonds may mature not
less than 10 nor more than 30 years from their dates and are not subject to the amortization requirements described above.
The State Treasurer is required to pay the debt service on qualified bonds and thereafter to withhold the amount of the debt
service paid by the State from state aid or other state payments; administrative costs and any loss of interest income to the
State are to be assessed upon the city or town.

Tax Credit Bonds or Notes. Subject to certain provisions and conditions, the officers authorized to issue bonds or notes
may designate any duly authorized issue of bonds or notes as “tax credit bonds” to the extent such bonds and notes are
otherwise permitted to be issued with federal tax credits or other similar subsidies for all or a portion of the borrowing costs.
Tax credit bonds may be made payable without regard to the annual installments required by any other law, and a sinking
fund may be established for the payment of such bonds. Any investment that is part of such a sinking fund may mature not
later than the date fixed for payment or redemption of the applicable bonds.

Bond Anticipation Notes. These must generally mature within two years of their original dates of issuance, but may be
refunded from time to time for a period not to exceed ten years from their original date of issuance, provided that for each
year that the notes are refunded beyond the second year they must be paid in part from revenue funds in an amount at least
equal to the minimum annual payment that would have been required if the bonds had been issued at the end of the second
year. The maximum term of bonds issued to refund bond anticipation notes is measured from the date of the original issue
of the notes.

Revenue Anticipation Notes. These are issued to meet current expenses in anticipation of taxes and other revenues. They
must mature within one year but, if payable in less than one year, may under statute be refunded from time to time up to
one year from the original date of issue.

Grant Anticipation Notes. These are issued for temporary financing in anticipation of federal grants and state
reimbursements. They must generally mature within two years but may be refunded from time to time as long as the
municipality remains entitled to the grant or reimbursement.

Revenue Bonds. Cities and towns may issue revenue bonds for solid waste disposal facilities and for projects financed
under the Commonwealth's Water Pollution Abatement or Drinking Water Revolving Loan Programs and for certain
economic development projects supported by tax increment financing. In addition, cities and town having electric
departments may issue electric revenue bonds, and notes in anticipation of such bonds subject to the approval of the State
Department of Telecommunications and Energy. The Town does not have an electric department.



                                                               13

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DEBT (1)

The following shows the direct debt outstanding as of May 20, 2020, including the Bonds:

General Obligation Bonds:
       Within General Debt Limit (2)
            Sewers and Drains (3)                                                  $   607,400
            Land Acquisition                                                         1,673,900
            Schools (4)                                                             10,435,900
            Other Building                                                           3,597,100
            Departmental Equipment                                                   2,650,000
            Athletic and Recreational Facilities                                        10,000
            Streets, Sidewalks & Parking                                               168,000
            Other Inside General                                                       101,000
            Architectural and Engineering Services                                     135,000
            The Bonds                                                               10,360,000
                                                                                                                    $29,738,300
        Outside General Debt Limit:
            The Bonds                                                               $1,105,000
            Schools (4)                                                                737,000
            Sewers (3)                                                               4,278,209
            Water (3)                                                               14,845,200
            Other Outside General                                                    1,820,306
                                                                                                                    $22,785,715
              Total General Obligation Bonds                                                                        $52,524,015 (5)
Temporary Loans in Anticipation of:
             Revenue                                                               $           0
             Bonds (6)                                                                         0
             Grants                                                                            0
              Total Temporary Loans                                                                                           0
Total Direct Debt                                                                                                   $52,524,015
___________________
(1) Principal amount only. Excludes lease and installment purchase obligations, overlapping debt, unfunded pension liability, and other
    post-employment benefits liability.
(2) At the present time, the normal general debt limit is $230,778,165 and the double general debt limit is $461,556,330.
(3) Water and sewer debt is self-supporting through user fees.
(4) The Massachusetts School Building Authority pays a grant for 61% of approved construction and interest costs of the Luce School
    project to be payable in equal installments over the life of the bonds.
(5) Debt service on the principal amount of $5,941,768 of outstanding Bonds and $5,430,000 principal amount of the Bonds has
been excluded from the provisions of Proposition 2 ½.
(6) Does not include $2,500,000 of bond anticipation notes maturing on May 22, 2020 to be permanently financed with proceeds of the
Bonds.

Revenue Anticipation Borrowing

The Town has not borrowed in anticipation of revenue since fiscal 1991, and has no plans to do so at the present time.




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Authorized Unissued Debt and Prospective Financing

After the issuance of the Bonds, the Town will have the following authorized and unissued debt:

                                                      Date of              Total            Amount            Expected
                                                   Authorization         Authorized        Remaining          Issuance      Expected Repayment
   Septic                                               4/29/1998           200,000           200,000      none To be rescinded
   Sewer Infiltration and Inflows                        5/1/2000         2,576,000           719,790   various User fee supported (1)
   Sewer Equipment                                      4/30/2008           560,000           145,000   various User fee supported (1)
   Revere Street                                        5/11/2015         8,597,000         8,597,000 2-3 years Development District/Levy
   Land Acquisition                                      5/9/2016           250,000           250,000 2-3 years Development District/Levy
   Departmental Equipment Bonds                          5/8/2017         1,153,000            16,000      none To be rescinded
   Hansen School Roof Repair                            5/10/2017         1,740,000           940,000      none To be rescinded
   Water Main Bonds                                     5/14/2018         2,440,000         1,240,000      2021 User fee supported (1)
   Reservoir Pond Dam Repairs                           5/14/2018           300,000           300,000      none To be rescinded
   Ice Rink                                            12/12/2018         5,983,000         3,983,000      2020 Levy
   Capial Outlay                                        5/13/2019           551,000           200,000      2021 Levy
                                                                                          $16,590,790
____________________
(1) While all debt issued by the Town is general obligation debt, it is anticipated that the debt service on this project will be supported by user fees.

Capital Expenditures Projection

The Town's By-Laws established a Capital Planning Committee which is required to prepare annually a capital needs
analysis which is submitted to the Annual Town Meeting. The Finance Department’s five-year plan earmarks 5% to 6% of
the projected general fund revenues each year for capital purposes. The table below summarizes the Town Meeting
appropriations for fiscal year 2020 and a current capital needs analysis and Finance Committee recommendation for fiscal
2021 through 2024. This analysis is updated and revised annually.

                                                                                          (000 omitted)
                                                     2020                  2021                2022                 2023                 2024
Police                                              $ 160                    148                150                   150                  150
Fire/Ambulance                                         690                   572                345                   241                  240
DPW                                                    833                   326                235                   610                  779
Schools                                              1,040                 1,850              1,000                 1,100                1,375
Library                                                 34                     0                225                    25                    0
Parks & Recreation                                     211                    41                 49                    30                    0
Senior Services                                         48                     0                 57                     0                    0
Finance Dept./MIS                                      125                   161                117                    60                   51
Property Maintenance                                   135                   108                182                     0                  770
 Total                                               3,276                 3,206              2,360                 2,216                3,365
Enterprise Funds (1):
 Water                                                1,418               8,378                    0                2,600                1,700
 Sewer                                                  200                  14                1,305                1,165                  140
 Skating Rink                                             0                  17                    0                    0                    0
   Total                                              1,618               8,409                1,305                3,765                1,840
Total Capital Expenditures                           $4,894             $11,615               $3,665               $5,981               $5,205
________________
(1) Capital expenditures are expected to be paid from user fees and enterprise fund surplus.




                                                                           15

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Five Years Outstanding Debt (1)

                                                                              As of June 30
                                                        2019             2018         2017                 2016              2015
 Long-Term Indebtedness
 Within the General Debt Limit:
   Sewers & Drains                              $   933,000        $ 1,460,700    $ 1,997,900       $ 2,547,000      $ 3,105,900
   Land Acquisition                               1,863,800             50,100         89,400           261,300          489,500
   Schools                                       11,599,500        13,021,400     13,963,000        10,905,200       12,064,050
   Other Building                                 4,576,200          5,639,400      6,678,300         7,779,100        8,729,300
   Streets Sidewalks & Parking                      189,000                  0              0                 0                0
   Departmental Equipment                         3,077,412          3,383,898      2,823,000         2,275,000        2,246,200
   Architectural & Engineering
 Services                                           180,000           225,000         270,000          330,000           403,000
   Athletic & Recreational Facilities                15,000            20,000          25,000           30,000            35,000
   Other Inside General                             128,000           155,000         182,000          245,000           240,400
 Total Within the General Debt Limit            $22,561,912       $23,955,498     $26,028,600      $24,372,600       $27,313,350
 Outside the General Debt Limit:
  Sewers                                        $ 4,730,655        $ 5,184,826     $5,642,793       $ 6,102,725       $ 5,934,340
  Schools                                         1,236,600          1,800,000      2,337,000         2,888,000         3,046,000
  Other Outside General                           1,903,221            352,843        374,176           395,226           416,000
  Water                                         16,322,088          18,236,202     20,102,900        19,147,300        20,816,050
 Total Outside the General Debt Limit          $24,192,564        $25,573,871     $28,456,869      $28,533,251       $30,212,390
  Total Long-Term Indebtedness                 $46,754,476        $49,529,369     $54,485,469      $52,905,851       $57,525,740
 Short-Term Indebtedness
  Revenue Anticipation Notes                              0                  0                0               0                 0
  Grant Anticipation Notes                                0                  0                0               0                 0
  Bond Anticipation Notes                         2,500,000                  0                0       3,685,000           797,786
  Total Short-Term Indebtedness                 $ 2,500,000                  0                0     $ 3,685,000      $    797,786
 Total Outstanding Indebtedness                $49,254,476        $49,529,369     $54,485,469      $56,590,851       $58,323,526
 _________________________
 (1) Principal amount only. Excludes lease and installment purchase obligations, overlapping debt and unfunded pension liability.

Bonded Debt vs. Population, Valuations and Income

                                                                               As of June 30
                                                          2019           2018          2017               2016             2015
 Amount (1)                                         $46,754,476    $49,529,369 $54,485,469          $52,905,851      $57,525,740
 Per Capita (2)                                          $1,979         $2,096        $2,324             $2,275           $2,521
 Percent of Assessed Valuation (3)                         0.94           1.04          1.21               1.22             1.41
 Percent of Equalized Valuation (4)                        0.91           1.07          1.18               1.30             1.41
 Per Capita as a percent of
  Personal Income (2) per capita                           3.69            3.91             4.33             4.24             4.70
 _________________________
 (1) Principal amount only. Excludes lease and installment purchase obligations, overlapping debt, unfunded pension liability and
 other post employment benefit liability. .
 (2) Source: U.S. Department of Commerce, Bureau of the Census - Latest applicable actuals or estimates.
 (3) Source: Board of Assessors - Assessed valuation as of the prior January 1.
 (4) Source: Massachusetts Department of Revenue - Equalized valuation in effect for that fiscal year (equalized valuations are
 established for January 1 of each even-numbered year)




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Annual Debt Service (1)

                      Outstanding as of                                                                                            Percent
Fiscal                  May 20, 2020                                   The Bonds (3)                          Total Debt           Principal
Year           Principal (2)     Interest (2)                  Principal         Interest                        Service          Retired (4)
 2020        $      555,000   $      104,475                $        -      $         -                  $       659,475                 1.1%
 2021             5,969,409        1,363,229                     795,000         444,607                       8,572,244                13.9%
 2022             5,312,436        1,131,752                     795,000         411,119                       7,650,306                25.6%
 2023             4,856,544          929,444                     795,000         371,369                       6,952,356                36.3%
 2024             4,160,735          755,915                     790,000         331,619                       6,038,269                45.7%
 2025             3,241,010          627,127                     795,000         292,119                       4,955,256                53.4%
 2026             2,925,373          518,590                     605,000         252,369                       4,301,331                60.2%
 2027             2,704,823          418,446                     610,000         222,119                       3,955,388                66.5%
 2028             2,474,363          329,680                     610,000         191,619                       3,605,662                72.3%
 2029             2,193,995          264,474                     610,000         161,119                       3,229,587                77.7%
 2030             1,743,720          195,305                     475,000         130,619                       2,544,644                81.9%
 2031             1,453,541          144,396                     400,000         111,619                       2,109,556                85.4%
 2032             1,008,938          104,536                     405,000          99,619                       1,618,093                88.1%
 2033               579,319           73,086                     405,000          87,469                       1,144,874                90.0%
 2034               429,707           55,898                     405,000          79,369                         969,974                91.6%
 2035               430,103           43,202                     410,000          71,269                         954,574                93.2%
 2036               410,000           30,600                     410,000          62,556                         913,156                94.7%
 2037               410,000           18,300                     410,000          53,331                         891,631                96.3%
 2038               100,000             6,000                    415,000          43,594                         564,594                97.3%
 2039               100,000             3,000                    415,000          33,738                         551,738                98.3%
 2040                     -                 -                    420,000          23,363                         443,363                99.1%
 2041                     -                 -                     95,000          12,863                         107,863                99.2%
 2042                     -                 -                     95,000          10,369                         105,369                99.4%
 2043                     -                 -                    100,000            7,875                        107,875                99.6%
 2044                     -                 -                    100,000            5,250                        105,250                99.8%
 2045                     -                 -                    100,000            2,625                        102,625               100.0%
             $ 41,059,015     $    7,117,454                $ 11,465,000    $ 3,513,582                  $    63,155,052

___________________
(1) Excludes revenue anticipation notes, grant anticipation notes, bond anticipation notes, lease and installment purchase obligations, overlapping
debt, unfunded pension liability, and other post-employment benefits liabilities..
(2) Principal totaling $5,941,768 and interest totaling $1,112,894 has been excluded from the provisions of Proposition 2 1/2. $5,900,000
(preliminary, subject to change) of the Bonds has been excluded from the provisions of Proposition 2 ½. Principal totaling $19,571,709 and interest
totaling $3,519,190 is self-supporting.
(3) Debt service on the Bonds is calculated at an average coupon of 3.2034625%. Preliminary, subject to change.
(4) Includes the Bonds.

CONTRACTS

Municipal contracts are generally limited to currently available appropriations. A city or town generally has authority to
enter into contracts for the exercise of any of its corporate powers for any period of time deemed to serve its best interests,
but generally only when funds are available for the first fiscal year; obligations for succeeding fiscal years generally are
expressly subject to availability and appropriation of funds. Municipalities have specific authority in relatively few cases
to enter into long-term contractual obligations that are not subject to annual appropriation, including contracts for refuse
disposal and sewage treatment and disposal. Municipalities may also enter into long-term contracts in aid of housing and

                                                                       17

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renewal projects. There may be implied authority to make other long-term contracts required to carry out authorized
municipal functions, such as contracts to purchase water from private water companies

Municipal contracts relating to solid waste disposal facilities may contain provisions requiring the delivery of minimum
amounts of waste and payments based thereon and requiring payments in certain circumstances without regard to the
operational status of the facilities.

Municipal electric departments have statutory power to enter into long-term contracts for joint ownership and operation of
generating and transmission facilities and for the purchase or sale of capacity including contracts requiring payments without
regard to the operational status of the facilities. The Town does not have an electric light department.

Cities and towns are authorized to lease (as lessee) off-street parking facilities, school buildings, hospital equipment, data
process equipment, energy conservation equipment and educational equipment for periods ranging up to 10 years. They
may also lease equipment, with the option to purchase, for a period up to 10 years. Contracts may also be made for the
installment purchase of energy conservation equipment over a period up to 10 years. Cities and towns may also lease
various properties as lessor. The Town has not entered into any lease or installment purchase contracts of a substantial
nature.

Pursuant to the Home Rule Amendment to the Massachusetts Constitution, cities and towns may also be empowered to
make other contracts and leases.

The Town has contracted with Republic Services for waste collection and disposal. This contract expires on June 30, 2021.
The current cost for disposal is $68.52 per ton. The total cost for collection, transportation and disposal for fiscal 2019 was
$1,952,943 and the amount budgeted for fiscal year 2020 is $2,010,000.

The fiscal 2020 cost for the Solid Waste Program is shown below:

                      Category                             Vendor              Fiscal 2020 Appropriations
        Rubbish
          Collection and Transportation                Republic Services             $1,380,000
          Disposal                                     Republic Services                455,000
          Landfill Monitoring                          Woodard & Curran                  30,000
        Yard Waste
          Collection, Transportation                   American Earth
            and Disposal                               Products                         130,000
        Hazardous Waste
           CRT Recycling                               Clean Harbors                     15,000
                     Total                                                           $2,010,000



OVERLAPPING DEBT

Counties

County expenses including debt service on county bonds are assessed upon the cities and towns within the county in
proportion to their taxable valuation as last equalized by the State Commissioner of Revenue. Legislation enacted in 1997
abolished the county governments of Franklin and Middlesex Counties as of July 1, 1997, with their assets, functions, debts
and other obligations being assumed by the Commonwealth. The abolishment of the Middlesex County government was
in part response to a default by the county in the payment of general obligation notes of the county. The legislation also
abolished the county governments of Hampden and Worcester Counties as of July 1, 1998. Legislation enacted in 1998
abolished the county governments of Hampshire, Essex and Berkshire counties as of January 1, 1999, July 1, 1999 and July
1, 2000, respectively. The legislation also requires the state secretary for administration and finance to establish a plan to
recover the Commonwealth’s expenditures for the liabilities and other debts assumed and paid by the Commonwealth on

                                                              18

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behalf of an abolished county. Unless these provisions are changed by further legislation, the state treasurer shall assess
upon each city and town within the jurisdiction of an abolished county an amount not exceeding or equal to the county tax
paid by each such city and town for the fiscal year immediately prior to the abolishment of the county (or two years prior
in the case of Essex County) until such expenditures by the Commonwealth are recovered. It is possible that similar
legislation will be sought to provide for the abolishment of county government in other counties.

Massachusetts Water Resources Authority

The Massachusetts Water Resources Authority (the “MWRA”) provides wholesale drinking water services in whole or in part
to 48 cities, towns and special purpose entities and provides wastewater collection and treatment services to 43 cities, towns and
special purpose entities. Under its enabling legislation, as amended, the aggregate principal amount of all bonds issued by the
MWRA for its corporate purposes may not exceed $6.1 billion outstanding at any time. Its obligations are secured by revenues
of the MWRA. The MWRA assesses member cities, towns and special purpose entities, which continue to provide direct retail
water and sewer services to users. The cities, towns and other entities collect fees from the users to pay all or part of the
assessments; some municipalities levy property taxes to pay part of the amounts assessed upon them.

Massachusetts Bay Transportation Authority

The MBTA was created in 1964 to finance and operate mass transportation facilities within the greater Boston metropolitan
area. Under its enabling act, the MBTA is authorized to issue bonds for capital purposes, other than refunding bonds, and
for certain specified purposes to an outstanding amount, which does not exceed the aggregate principal amount of
$3,556,300,000. In addition, pursuant to certain of the Commonwealth’s transportation bond bills, the MBTA is authorized to
issue additional bonds for particular capital projects. The MBTA also is authorized to issue bonds of the purpose of refunding
bonds. Under the MBTA’s enabling act debt service, as well as other operating expenses of the MBTA, are to be financed by a
dedicated revenue stream consisting of the amounts assessed on the cities and towns of the MBTA and a dedicated portion of
the statewide sales tax. The amount assessed to each city and town is based on its weighted percentage of the total population
of the authority as provided in the enabling act. The aggregate amount of such assessments is generally not permitted to increase
by more than 2.5 percent per year. (See “Tax Limitations” under “TAX LEVIES” herein.)




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The following table sets forth the portion of overlapping debt relating to the Town (1):
                                                                                                                Assessments for
                                                                                                            Operations and Debt
                                                                                 Authorized                              Service
                                                          Outstanding             Unissued                     Fiscal Year 2020
 Norfolk County (2)                                       $16,130,000                 $0                               $217,129
 Blue Hills Regional Vocational Technical
 School District (3)                                       $36,350,000                  $0 (3)                        $1,448,406
 Massachusetts Clean Water                                                                                      Water $2,137,222
 Trust (4)                                                 $33,715,000               (See Above)                Sewer $4,661,549
 Massachusetts Bay Transportation
 Authority (5)                                               N/A                     (See Above)                          $516,814
_________________________
(1) Principal amount only. Excludes temporary loans in anticipation of revenue. Omits debt of the Commonwealth.
(2) Source: Treasurer, Norfolk County. Debt is as of May 20, 2020. Authorized debt includes debt authorized by the County
Commissioners under general laws and debt permitted by special enabling acts whether or not yet voted by County Commissioners.
County expenses including debt service on county bonds are assessed upon the cities and towns within the county in proportion to their
taxable valuation as last equalized by the State Commissioner of Revenue. Amount shown here is based on most recent equalized
valuations.
(3) Source: Blue Hills Regional Vocational Technical School District. Debt is as of May 20, 2020. Towns may organize regional
school districts to carry out general or specialized educational functions. The operating expenses and debt service of regional school
districts are apportioned among the member municipalities in accordance with the agreements establishing the districts subject to the
provisions of the Education Reform Act of 1993. The other members of the District are the Towns of Avon, Braintree, Dedham,
Holbrook, Milton, Norwood, Randolph and Westwood. On September 19, 2017 the District School Committee approved a $84.9 million
borrowing to remodel and reconstruct the District’ high school; this amount is expected to be reduced by a Massachusettts School
Building Authority grant of approximately $43.4 million.
(4) The Town’s share is supported by Water and Sewer Enterprise Funds.
(5) Under forward funding legislation, which began in fiscal 2001, member communities are no longer responsible for overlapping
debt, but only for the municipal assessment.

RETIREMENT PLAN

The Massachusetts General Laws provide for the establishment of contributory retirement systems for state employees, for
teachers and for county, city and town employees other than teachers. Teachers are assigned to a separate statewide teachers’
system and not to the city and town systems. For all employees other than teachers, this law is subject to acceptance in each
city and town. Substantially all employees of an accepting city or town are covered. If a town has a population of less than
10,000 when it accepts the statute, its non-teacher employees participate through the county system and its share of the county
cost is proportionate to the aggregate annual rate of regular compensation of its covered employees. In addition to the
contributory systems, cities and towns provide non-contributory pensions to a limited number of employees, primarily persons
who entered service prior to July 1, 1937 and their dependents. The Public Employee Retirement Administration Commission
(“PERAC”) provides oversight and guidance for and regulates all state and local retirement systems.

The obligations of a city or town, whether direct or through a county system, are contractual legal obligations and are required
to be included in the annual tax levy. If a city or town, or the county system of which it is a member, has not established a
retirement system funding schedule as described below, the city or town is required to provide for the payment of the portion of
its current pension obligations which is not otherwise covered by employee contributions and investment income. “Excess
earnings,” or earnings on individual employees’ retirement accounts in excess of a predetermined rate, are required to be set
aside in a pension reserve fund for future, not current, pension liabilities. Cities and towns may voluntarily appropriate to their
system’s pension reserve fund in any given year up to five percent of the preceding year’s tax levy. The aggregate amount in
the fund may not exceed ten percent of the equalized valuation of the city or town.

If a city or town, or each member city and town of a county retirement system, has accepted the applicable law, it is required to
annually appropriate an amount sufficient to pay not only its current pension obligations, but also a portion of its future pension
liability. The portion of each such annual payment allocable to future pension obligations is required to be deposited in the
pension reserve fund. The amount of the annual city or town appropriation for each such system is prescribed by a retirement
system funding schedule which is periodically reviewed and approved by PERAC. Each system’s retirement funding schedule
                                                               20

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is designed to reduce the unfunded actuarial pension liability of the system to zero by not later than June 30, 2030, with annual
increases in the scheduled payment amounts of not more than 4.5 percent. The funding schedule must provide that payment in
any year of the schedule is not less than 95 percent of the amount appropriated in the previous fiscal year. City, town and county
systems which have an approved retirement funding schedule receive annual pension funding grants from the Commonwealth
for the first 16 years of such funding schedule. Pursuant to recent legislation, a system (other than the state employees’ retirement
system and the teachers’ retirement system) which conducts an actuarial valuation as of January 1, 2009, or later, may establish
a revised schedule which reduces the unfunded actuarial liability to zero by not later than June 30, 2040, subject to certain
conditions. If the schedule is so extended under such provisions and a later updated valuation allows for the development of a
revised schedule with reduced payments, the revised schedule shall be adjusted to provide that the appropriation for each year
shall not be less than that for such year under the prior schedule, thus providing for a shorter schedule rather than reduced
payments. Norfolk County Retirement System’s last actuarial study, as of January 1, 2018, indicates that the system is expected
to be fully funded by June 30, 2031.

City, town and county systems may choose to participate in the Pension Reserves Investment Trust Fund (the “PRIT Fund”),
which receives additional state funds to offset future pension costs of participating state and local systems. If a local system
participates in the PRIT Fund, it must transfer ownership and control of all assets of its system to the Pension Reserves
Investment Management Board, which manages the investment and reinvestment of the PRIT Fund. Cities and towns with
systems participating in the PRIT Fund continue to be obligated to fund their pension obligations in the manner described above.
The additional state appropriations to offset future pension liabilities of state and local systems participating in the PRIT Fund
are required to total at least 1.3 percent of state payroll. Such additional state appropriations are deposited in the PRIT Fund and
shared by all participating systems in proportion to their interests in the assets of the PRIT Fund as of July 1 for each fiscal year.

Cost-of-living increases for each local retirement system may be granted and funded only by the local system, and only if it has
established a funding schedule. Those statutory provisions are subject to acceptance by the local retirement board and approval
by the local legislative body, which acceptance may not be revoked.

The Town participates in the contributory retirement system of Norfolk County. The annual contributions of the Town to
the Norfolk County Retirement System for the most recent fiscal years and the amount budgeted for fiscal 2020 are as
follows:

                      Fiscal Year                                                       Amount
                        2020                                                           $5,635,051
                        2019                                                            5,245,794
                        2018                                                            4,796,247
                        2017                                                            4,393,622
                        2016                                                            3,990,657
                        2015                                                            3,570,734

As of January 1, 2018 (the most recent date available), the Norfolk County Retirement system had assets valued at
$945,554,676, using an 7.75% rate of return to support an actuarial accrued liability of $1,516,083,187, leaving an estimated
unfunded actuarial liability in the amount of $570,528,511. The Town’s share of this liability is approximately 7.65% or
$43,645,431. Additional information regarding the System can be found at:

https://www.mass.gov/files/documents/2018/10/09/norfolkval2018.pdf.

The foregoing data do not include the retirement system costs or liabilities attributable to employees of the county or the
retirement system costs or liabilities of any other entity of which the Town is a constituent part.

See “COVID 19” above regarding the potential effects of the current pandemic on pension funding.

OTHER POST-EMPLOYMENT BENEFITS (OPEB).

In addition to pension benefits, cities and towns may provide retired employees with health care and life insurance benefits. The
portion of the cost of such benefits paid by cities or towns is generally provided on a pay-as-you-go basis.

                                                                 21

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The costs paid by the Town for OPEB for the most recent fiscal years and the amount projected for fiscal 2020 are as
follows:

                      Fiscal Year                                                       Amount
                        2020 (projected)                                               $4,905,429
                        2019                                                            4,523,578
                        2018                                                            4,179,556
                        2017                                                            3,783,880
                        2016                                                            3,843,040
                        2015                                                            4,346,287

The Governmental Accounting Standards Board (“GASB”) Statement No. 75, “Accounting and Financial Reporting for Post-
Employment Benefits Other Than Pensions”, replaces the requirements of Statement No. 45, “Accounting and Financial
Reporting by Employers for Post-Employment Benefits other Than Pensions”. Statement 75 introduces a new actuarial cost
method and discount rate as well as new disclosure and methodologies for reporting plan liability and OPEB expenses. It
establishes standards for recognizing and measuring liabilities, deferred outflows of resources, deferred inflows of resources,
and expense/expenditures. GASB Statement No. 75 requires the net OPEB liability to be measured as of the OPEB Plan’s
most recent fiscal year-end. Accordingly, for the Town, the net OPEB liability was measured as of July 1, 2018. Using a
5.75% discount rate, the Town has determined the net OPEB Liability for other post-employment benefits for active and
retired employees following the GASB Statement 75 (including health care and life insurance) was $83,468,615

At the Town’s 2013 Annual Town Meeting an OPEB Trust Fund was established pursuant M.G.L Chapter 32B Section 20. The
current balance in the fund as of June 30, 2019 was $5,219,494. The Town contributed an additional $1,030,000 from the fiscal
2020 budget to this fund and plans to appropriate $1,050,000 into the account in fiscal 2021. (See Appendix B for more
information on “Other Post-Employment Benefits”.)

PROPERTY TAXATION AND VALUATION

Tax Rate and Valuation-General. Property is classified for the purpose of taxation according to its use. The legislature has
in substance created three classes of taxable property: (1) residential real property, (2) open space land, and (3) all other
(commercial, industrial and personal property). Within limits, cities and towns are given the option of determining the share of
the annual levy to be borne by each of the three categories. The share required to be borne by residential real property is at least
50 percent of its share of the total taxable valuation; the effective rate for open space must be at least 75 percent of the effective
rate for residential real property; and the share of commercial, industrial and personal property must not exceed 175 percent of
their share of the total valuation. A city or town may also exempt up to 20 percent of the valuation of residential real property
(where used as the taxpayer’s principal residence) and up to 10 percent of the valuation of commercial real property (where
occupied by certain small businesses). Property may not be classified in a city or town until the State Commissioner of Revenue
certifies that all property in the city or town has been assessed at its fair cash value. Such certification must take place every
three years or pursuant to a revised schedule as may be issued by the Commissioner.

Related statutes provide that certain forest land, agricultural or horticultural land (assessed at the value it has for these
purposes) and recreational land (assessed on the basis of its use at a maximum of 25 percent of its fair cash value) are all to
be taxed at the rate applicable to commercial property. Land classified as forest land is valued for this purpose at five
percent of fair cash value but not less than ten dollars per acre.

In order to determine appropriate relative values for the purposes of certain distributions to and assessments upon cities and
towns, the Commissioner of Revenue biennially makes a redetermination of the fair cash value of the taxable property in
each municipality. This is known as the “equalized valuation”. See “Debt Limits” herein.




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VALUATIONS (1)

The following shows the assessed and equalized valuations for the current and most recent fiscal years:

                                                                                  For Fiscal Year (000)
                                                               2020             2019          2018          2017           2016
 Real Property (2)                                       $5,047,745       $4,808,033 $4,571,818 $4,326,618           $4,160,245
 Personal Property (2)                                     188,409          181,040       177,246       171,787        160,467
  Total                                                  $5,236,155       $4,989,073 $4,749,065 $4,498,405           $4,320,712
 Equalized Value (3)                                     $5,111,199       $5,111,199    $4,615,563      $4,615,563   $4,083,658
 Percent of Total Assessed
  to Equalized Valuation                                         102.4          97.6         102.9            97.5        105.8
 _________________________
 (1) Source: Massachusetts Department of Revenue.
 (2) As of January 1 of the prior fiscal year.
 (3) The equalized valuations in effect for each year.

The following table shows the breakdown of the total assessed valuation for fiscal years 2018 through 2020 by
classification:

                                                                   For Fiscal Year (000)(1)
 Type of Property          2020                 % of Total              2019      % of Total              2018       % of Total
 Residential         $4,013,358                       76.6         $3,824,234            76.7        $3,633,566            76.5
 Commercial             583,891                       11.2            557,406            11.2           536,026            11.3
 Industrial             450,497                        8.6            426,393              8.5          402,226             8.5
 Personal               188,409                        3.6            181,040              3.6          177,246             3.7
  Total              $5,236,155                      100.0         $4,989,073           100.0        $4,749,065           100.0
 _________________________
 (1) Source: Massachusetts Department of Revenue.


TAX RATES
 Tax Rates Per $1,000 (1)
                                                                                      For Fiscal Year
 Type of Property                                                  2020          2019          2018           2017         2016
 Residential                                                     $12.23        $12.40        $12.42         $12.79       $12.79
 Open Space                                                       12.23         12.40         12.42          12.79        12.79
 Commercial                                                       25.42         25.77         25.86          26.34        26.36
 Industrial                                                       25.42         25.77         25.86          26.34        26.36
 Personal                                                         25.42         25.77         25.86          26.34        26.36
  Average Tax Rate                                               $15.31        $15.52        $15.58         $15.77       $15.78
 Full Value Tax Rate (2)                                         $15.68        $15.15       $16.03          $15.37       $16.70
 _________________________
 (1) Source: Massachusetts Department of Revenue.
 (2) Based on the equalized valuation in effect for each year.




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LARGEST TAXPAYERS

The following shows the ten largest taxpayers for fiscal 2020 (1):
                                                                 Fiscal 2020                                             % of Total
                                          Nature of                Assessed                                  Amount        Tax
Name                                      Business                Valuation                                   of Tax       Levy
Spear Street Capital                      Offices               $ 86,649,400                               $ 2,202,628     2.75%
Eversource                                Utility                 64,128,330                                 1,630,142     2.03
The Seyon Group                           Offices                 52,170,400                                 1,326,172     1.65
BAC Canton Holdings LLC                   Offices                 51,417,100                                 1,307,023     1.63
Medical Information Tech, Inc.            Offices                 46,929,800                                 1,192,956     1.49
Boston Mutual                             Offices                 36,997,850                                   940,485     1.17
Canton Village Shops                      Retail                  31,401,300                                   798,221     1.00
Spirit Master Funding VIII LLC            Offices                 24,434,100                                   621,115     0.77
Columbia Gas                              Utility                 22,758,090                                   578,511     0.72
Campanelli Trigate Royal                  Offices                 22,366,900                                   568,567     0.71
Total                                                          $439,253,270                                $11,165,818    13.93%
_______________
(1) All of the largest taxpayers set forth above are current on their real estate and personal property taxes.

TAX LEVIES

Levy - General. The principal tax of Massachusetts cities and towns is the tax on real and personal property. The amount
to be levied in each year is the amount appropriated or required by law to be raised for municipal expenditures less estimated
receipts from other sources and less appropriations voted from funds on hand. The total amount levied is subject to certain
limits prescribed by law; for a description of those limits see “Tax Limitations” herein. As to the inclusion of debt service
and final judgments, see “Security and Remedies” herein.

The estimated receipts for a fiscal year from sources other than the property tax may not exceed the actual receipts during
the preceding fiscal year from the same sources unless approved by the State Commissioner of Revenue. Excepting special
funds the use of which is otherwise provided for by law, the deduction for appropriations voted from funds on hand for a
fiscal year cannot exceed the “free cash” as of the beginning of the prior fiscal year as certified by the State Director of
Accounts plus up to nine months' collections and receipts on account of earlier years' taxes after that date. Subject to certain
adjustments, free cash is surplus revenue less uncollected overdue property taxes from earlier years.

Although an allowance is made in the tax levy for abatements (see “Abatements and Overlay” herein) no reserve is generally
provided for uncollectible real property taxes. Since some of the levy is inevitably not collected, this creates a cash
deficiency which may or may not be offset by other items (see “Taxation to Meet Deficits” herein).

Taxation to Meet Deficits. As noted elsewhere (see “Abatements and Overlay” herein) overlay deficits, i.e. tax abatements
in excess of the overlay included in the tax levy to cover abatements, are required to be added to the next tax levy. It is
generally understood that revenue deficits, i.e. those resulting from non-property tax revenues being less than anticipated,
are also required to be added to the tax levy (at least to the extent not covered by surplus revenue).

Amounts lawfully expended since the prior tax levy and not included therein are also required to be included in the annual
tax levy. The circumstances under which this can arise are limited since municipal departments are generally prohibited
from incurring liabilities in excess of appropriations except for major disasters, mandated items, contracts in aid of housing
and renewal projects and other long-term contracts. In addition, utilities must be paid at established rates and certain
established salaries, e.g. civil service, must legally be paid for work actually performed, whether or not covered by
appropriations.

In the opinion of Bond Counsel, cities and towns are authorized to appropriate sums, and thus to levy taxes, to cover deficits
arising from other causes, such as “free cash” deficits arising from a failure to collect taxes. This is not generally understood,
however, and it has not been the practice to levy taxes to cover free cash deficits. Except to the extent that such deficits
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