Canton, Massachusetts · Saved source text
Official Statement dated May 7, 2020
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This page intentionally left blank. Town of Canton, Massachusetts Page 129 of 130 Comprehensive Annual Financial Report
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VETERANS’ MEMORIAL PARK IC: LEGION W < OF HONOR Photo taken by Jennifer Trethewey, Canton Veterans Department At the Veterans’ Memorial Park, a sign was placed in tribute to Canton’s Gold Star families whose sons and daughters lost their lives in service to the United States. Town of Canton, Massachusetts Page 130 of 130 Comprehensive Annual Financial Report [Original embedded text, retained for comparison] Photo taken by Jennifer Trethewey, Canton Veterans Department At the Veterans’ Memorial Park, a sign was placed in tribute to Canton’s Gold Star families whose sons and daughters lost their lives in service to the United States. Town of Canton, Massachusetts Page 130 of 130 Comprehensive Annual Financial Report
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PROPOSED FORM OF LEGAL OPINION APPENDIX C
111 Huntington Avenue
9th Floor
Boston, MA 02199-7613
Telephone: 617-239-0100
Fax: 617-227-4420
www.lockelord.com
(Date of Delivery)
William Scollins, Finance Director/Treasurer
Town of Canton
Canton, Massachusetts
$11,465,000
Town of Canton, Massachusetts
General Obligation Municipal Purpose Loan of 2020 Bonds
Dated May 20, 2020
We have acted as bond counsel to the Town of Canton, Massachusetts (the “Town”) in
connection with the issuance by the Town of the above-referenced bonds (the “Bonds”). In such
capacity, we have examined the law and such certified proceedings and other papers as we have
deemed necessary to render this opinion.
As to questions of fact material to our opinion we have relied upon representations and
covenants of the Town contained in the certified proceedings and other certifications of public
officials furnished to us, without undertaking to verify the same by independent investigation.
Based on our examination, we are of the opinion, under existing law, as follows:
1. The Bonds are valid and binding general obligations of the Town and, except to
the extent they are paid from other sources, the principal of and interest on the Bonds are payable
from taxes which may be levied upon all taxable property in the Town without limitation as to
rate or amount, except as provided under Chapter 44, Section 20 of the General Laws, with
respect to that portion of the principal and interest payments that the Town has voted to exempt
from the limit imposed by Chapter 59, Section 21C of the General Laws, and subject to the limit
imposed by Chapter 59, Section 21C of the General Laws with respect to that portion of the
principal and interest payments that the Town has not voted to exempt from that limit; provided
that taxes levied on certain taxable property located within a development district established by
the Town pursuant to Chapter 40Q of the General Laws may be restricted and unavailable to pay
the principal of and interest on the Bonds.
2. Interest on the Bonds is excluded from the gross income of the owners of the
Bonds for federal income tax purposes. In addition, interest on the Bonds is not a specific
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preference item for purposes of the federal individual alternative minimum tax. In rendering the
opinions set forth in this paragraph, we have assumed compliance by the Town with all
requirements of the Internal Revenue Code of 1986, as amended [(the “Code”)] that must be
satisfied subsequent to the issuance of the Bonds in order that interest thereon be, and continue to
be, excluded from gross income for federal income tax purposes. The Town has covenanted to
comply with all such requirements. Failure by the Town to comply with certain of such
requirements may cause interest on the Bonds to become included in gross income for federal
income tax purposes retroactive to the date of issuance of the Bonds. We express no opinion
regarding any other federal tax consequences arising with respect to the Bonds.
3. Interest on the Bonds is exempt from Massachusetts personal income taxes and
the Bonds are exempt from Massachusetts personal property taxes. We express no opinion
regarding any other Massachusetts tax consequences arising with respect to the Bonds or any tax
consequences arising with respect to the Bonds under the laws of any state other than
Massachusetts.
This opinion is expressed as of the date hereof, and we neither assume nor undertake any
obligation to update, revise, supplement or restate this opinion to reflect any action taken or
omitted, or any facts or circumstances or changes in law or in the interpretation thereof, that may
hereafter arise or occur, or for any other reason.
The rights of the holders of the Bonds and the enforceability of the Bonds may be subject to
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’
rights heretofore or hereafter enacted to the extent constitutionally applicable, and their
enforcement may also be subject to the exercise of judicial discretion in appropriate cases.
LOCKE LORD LLP
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APPENDIX D
PROPOSED FORM OF
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and
delivered by the Town of Canton, Massachusetts (the “Issuer”) in connection with the issuance of
its $11,465,000 General Obligation Municipal Purpose Loan of 2020 Bonds dated May 20, 2020
(the “Bonds”). The Issuer covenants and agrees as follows:
SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being
executed and delivered by the Issuer for the benefit of the Owners of the Bonds and in order to
assist the Participating Underwriters in complying with the Rule.
SECTION 2. Definitions. For purposes of this Disclosure Certificate the following
capitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the Issuer pursuant to, and as
described in, Sections 3 and 4 of this Disclosure Certificate.
“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure
Certificate.
“MSRB” shall mean the Municipal Securities Rulemaking Board as established pursuant
to Section 15B(b)(1) of the Securities Exchange Act of 1934, or any successor thereto or to the
functions of the MSRB contemplated by this Disclosure Certificate. Filing information relating to
the MSRB is set forth in Exhibit A attached hereto.
“Obligated Person” shall mean the Issuer.
“Owners of the Bonds” shall mean the registered owners, including beneficial owners, of
the Bonds.
“Participating Underwriter” shall mean any of the original underwriters of the Bonds
required to comply with the Rule in connection with offering of the Bonds.
“Rule” shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as the same may be amended from time to time.
SECTION 3. Provision of Annual Reports.
(a) The Issuer shall, not later than 270 days after the end of each fiscal year, provide to
the MSRB an Annual Report which is consistent with the requirements of Section 4 of this
Disclosure Certificate. The Annual Report may be submitted as a single document or as separate
documents comprising a package, and may cross-reference other information as provided in
Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer
may be submitted when available separately from the balance of the Annual Report.
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(b) If the Issuer is unable to provide to the MSRB an Annual Report by the date
required in subsection (a), the Issuer shall send a notice to the MSRB in a timely manner, in
substantially the form attached as Exhibit B.
SECTION 4. Content of Annual Reports. The Issuer’s Annual Report shall contain or
incorporate by reference the following:
(a) quantitative information for the preceding fiscal year of the type presented in the
Issuer’s Official Statement dated May 13, 2020 relating to the Bonds regarding (i) the revenues
and expenditures of the Issuer relating to its operating budget, (ii) capital expenditures, (iii) fund
balances, (iv) property tax information, (v) outstanding indebtedness and overlapping debt of the
Issuer, (vi) pension obligations of the Issuer, and (vii) other post-employment benefits liability of
the Issuer, and
(b) the most recently available audited financial statements of the Issuer, prepared in
accordance with generally accepted accounting principles, with certain exceptions permitted by
the Massachusetts Uniform Municipal Accounting System promulgated by the Department of
Revenue of the Commonwealth. If audited financial statements for the preceding fiscal year are
not available when the Annual Report is submitted, the Annual Report will include unaudited
financial statements for the preceding fiscal year and audited financial statements for such fiscal
year shall be submitted when available.
Any or all of the items listed above may be incorporated by reference from other
documents, including official statements of debt issues of the Issuer or related public entities,
which (i) are available to the public on the MSRB internet website or (ii) have been filed with the
Securities and Exchange Commission. The Issuer shall clearly identify each such other document
so incorporated by reference.
SECTION 5. Reporting of Significant Events.
(a) The Issuer shall give notice, in accordance with the provisions of this Section 5, of
the occurrence of any of the following events with respect to the Bonds:
1. Principal and interest payment delinquencies.
2. Non-payment related defaults, if material.
3. Unscheduled draws on debt service reserves reflecting financial difficulties.
4. Unscheduled draws on credit enhancements reflecting financial difficulties.
5. Substitution of credit or liquidity providers, or their failure to perform.
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other
material notices or determinations with respect to the tax status of the Bonds, or other material
events affecting the tax status of the Bonds.
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7. Modifications to rights of the Owners of the Bonds, if material.
8. Bond calls, if material, and tender offers.
9. Defeasances.
10. Release, substitution or sale of property securing repayment of the Bonds, if
material.
11. Rating changes.
12. Bankruptcy, insolvency, receivership or similar event of the Obligated Person.*
13. The consummation of a merger, consolidation, or acquisition involving an
Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other
than in the ordinary course of business, the entry into a definitive agreement to undertake such an
action or the termination of a definitive agreement relating to any such actions, other than pursuant
to its terms, if material.
14. Appointment of a successor or additional trustee or the change of name of a trustee,
if material.
15. Incurrence of a financial obligation of the Obligated Person, if material, or
agreement to covenants, events of default, remedies, priority rights, or other similar terms of a
financial obligation of the Obligated Person, any of which affect Owners of the Bonds, if material.†
16. Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a financial obligation of the Obligated Person, any of which
reflect financial difficulties.†
(b) Upon the occurrence of a Listed Event, the Issuer shall, in a timely manner not in
excess of ten (10) business days after the occurrence of the event, file a notice of such occurrence
with the MSRB.
*
As noted in the Rule, this event is considered to occur when any of the following occur: (i) the appointment of a
receiver, fiscal agent or similar officer for the Obligated Person in a proceeding under the U.S. Bankruptcy Code or
in any proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction
over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by
leaving the existing governing body and officials or officers in possession but subject to the supervision and orders
of a court or governmental authority, or (ii) the entry of an order confirming a plan of reorganization, arrangement or
liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets
or business of the Obligated Person.
†
For purposes of event numbers 15 and 16 in Section 5(a) of this Disclosure Certificate, the term “financial
obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as
security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term
“financial obligation” excludes municipal securities for which a final official statement has been provided to the
MSRB consistent with the Rule.
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SECTION 6. Transmission of Information and Notices. Unless otherwise required by
law, all notices, documents and information provided to the MSRB shall be provided in electronic
format as prescribed by the MSRB and shall be accompanied by identifying information as
prescribed by the MSRB.
SECTION 7. Termination of Reporting Obligation. The Issuer’s obligations under this
Disclosure Certificate shall terminate upon the prior redemption or payment in full of all of the
Bonds. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give
notice of such termination in the same manner as for a Listed Event under Section 5(b).
SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Certificate, the Issuer may amend this Disclosure Certificate and any provision of this
Disclosure Certificate may be waived if such amendment or waiver is permitted by the Rule, as
evidenced by an opinion of counsel expert in federal securities law (which may include bond
counsel to the Issuer), to the effect that such amendment or waiver would not cause the Disclosure
Certificate to violate the Rule. The first Annual Report filed after enactment of any amendment
to or waiver of this Disclosure Certificate shall explain, in narrative form, the reasons for the
amendment or waiver and the impact of the change in the type of information being provided in
the Annual Report.
If the amendment provides for a change in the accounting principles to be followed in
preparing financial statements, the Annual Report for the year in which the change is made shall
present a comparison between the financial statements or information prepared on the basis of the
new accounting principles and those prepared on the basis of the former accounting principles.
The comparison shall include a qualitative discussion of the differences in the accounting
principles and the impact of the change in the accounting principles on the presentation of the
financial information in order to provide information to investors to enable them to evaluate the
ability of the Issuer to meet its obligations. To the extent reasonably feasible, the comparison shall
also be quantitative. A notice of the change in the accounting principles shall be sent to the MSRB.
SECTION 9. Default. In the event of a failure of the Issuer to comply with any provision
of this Disclosure Certificate any Owner of the Bonds may seek a court order for specific
performance by the Issuer of its obligations under this Disclosure Certificate. A default under this
Disclosure Certificate shall not constitute a default with respect to the Bonds, and the sole remedy
under this Disclosure Certificate in the event of any failure of the Issuer to comply with this
Disclosure Certificate shall be an action for specific performance of the Issuer’s obligations
hereunder and not for money damages in any amount.
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SECTION 10. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit
of the Owners of the Bonds from time to time, and shall create no rights in any other person or
entity.
Date: May 20, 2020 TOWN OF CANTON, MASSACHUSETTS
By______________________________
Treasurer
______________________________
______________________________
______________________________
______________________________
______________________________
Selectmen
[EXHIBIT A: Filing Information for the MSRB]
[EXHIBIT B: Form of Notice of Failure to File Annual Report]
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