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Source page 1

NEW ISSUE                                                                  Standard & Poor’s Ratings Services: AAA
                                                                                              (See “Rating” herein)

                             FINAL OFFICIAL STATEMENT DATED MARCH 5, 2015

         In the opinion of Locke Lord LLP (as successor by merger to Edwards Wildman Palmer 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 (the
“Code”). Interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate
alternative minimum taxes, although such interest is included in adjusted current earnings when calculating corporate
alternative minimum taxable income. Under existing law, interest on the Bonds is exempt from Massachusetts personal
income taxes, and the Bonds are exempt from Massachusetts personal property taxes. The Bonds will be designated as
"qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code. 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" and Appendix C.)

                                                  $3,689,150
                                               TOWN OF CANTON
                                               MASSACHUSETTS

                   GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2015 BONDS

   Dated: March 15, 2015                                                               Due: March 15, 2016 – 2028

                   MATURITIES, AMOUNTS, INTEREST RATES, PRICES AND/OR YIELDS

                 Principal         Interest     Price or             Principal           Interest     Price or
        Year     Amount              Rate        Yield       Year    Amount                Rate        Yield
        2016    $394,150            3.00%        0.40%       2020    $340,000              3.00%       1.30%
        2017     390,000            3.00         0.60        2021     340,000              3.00        1.45
        2018     385,000            3.00         0.90        2022     340,000              3.00        1.70
        2019     380,000            3.00         1.10        2023     340,000              3.00        1.85

                  $780,000 Term Bonds Maturing on March 15, 2028 at 2.50% per annum, at 2.18% yield

         Principal of the Bonds will be payable March 15 of the years in which the Bonds mature. Interest from the date
of the Bonds will be payable on September 15, 2015 and semi-annually thereafter on each March 15 and September 15
until maturity. The Bonds will be 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 ("DTC"), New York, New York.
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, with the exception of one principal amount of $4,150 of the
Bonds that will mature in 2016. (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 financial 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
March 18, 2015 against payment in Federal Reserve funds.


                                 SUNTRUST ROBINSON HUMPHREY

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Table of Contents


                                        Page                                                  Page                                              Page
Issue Summary Statement ....... iii                 Authorized Unissued Debt                          Motor Vehicle Excise ..............32
Notice of Sale ........................... iv           and Prospective Financing 15                  Investments ..............................34
Official Statement ..................... 1          Capital Expenditures                              Undesignated General Fund
Introduction ............................... 1          Projections ........................ 15        Balance and Free Cash ...........34
                                                    Five Years Outstanding Debt .. 16                 Stabilization Fund ....................35
Part I. The Bonds ...................... 2          Bonded Debt vs. Population,                       Other Taxes ..............................35
   Description of the Bonds...... 2                    Valuations and Income ....... 16               Collective Bargaining ..............36
   Record Date.......................... 2          Annual Debt Service ............... 17            Physical and
   Book-Entry Transfer System 3                     Contracts .................................. 17     Economic Characteristics......36
   Authorization and Use of                         Overlapping Debt .................... 18          Principal Employers .................40
      Proceeds............................ 5        Retirement Plan ....................... 20        Employment by Industry .........41
   Optional Redemption ........... 5                Property Taxation and                             Building Permits ......................41
   Security and Remedies ......... 6                   Valuation ............................ 22      Other Data ................................41
   Opinion of Bond Counsel .... 8                   Valuations ................................ 23    Public School Enrollments.......45
   Tax Exemption ..................... 8            Tax Rates ................................. 24    Public School Facilities ...........45
   Rating ................................. 10      Largest Taxpayers ................... 24          Litigation..................................46
   Continuing Disclosure........ 10                 Calculation of Tax Levies and
                                                       Levy Limits ........................ 27        Appendix A. Financial
Part II. The Town .................... 11           Tax Collections and                                Statements .......................... A-1
Services ................................... 11        Abatements ......................... 28        Appendix B. 2014 Audit ........B-1
Governing Bodies and                                Taxes Outstanding ................... 29          Appendix C. Proposed Form of
 Officers ................................. 11      Town Finances ........................ 29           Legal Opinion ...................C-1
Debt Limits ............................. 12        Budget and Appropriation                          Appendix D. Proposed Form of
Types of Obligations ............... 12                Process ............................... 29      Continuing Disclosure
Debt ......................................... 14   Budget Comparison ................. 30             Certificate........................... D-1
Revenue Anticipation                                State Aid .................................. 31   Appendix E. Bid Form ........... E-1
   Borrowing .......................... 14

The information and expressions of opinion in this Official Statement are subject to change without notice. Neither the
delivery of this 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 Official Statement.

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ISSUE SUMMARY STATEMENT

Issuer:                   Town of Canton, Massachusetts
Date of Sale:             Thursday, March 5, 2015 until 11:30 A.M. (Eastern Standard Time)
Method of Sale:           Sealed and Electronic Bids
Location of Sale:         UniBank Fiscal Advisory Services, Inc., 49 Church St., Whitinsville, MA
Issue:                    $3,689,150 General Obligation Municipal Purpose Loan of 2015 Bonds, Book-Entry
                          Only (See “Book-Entry Transfer System,” herein.)
Dated Date of Bonds:      March 15, 2015
Maturity Date of Bonds:   March 15, 2016-2028, inclusive, as detailed herein.
Credit Rating:            Standard & Poor’s Ratings Services rating is pending.
Redemption:               The Bonds are subject to redemption prior to their stated dates of maturity as
                          described herein.
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).
Basis of Award:           Lowest true interest cost (TIC) as of the dated date.
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 be designated as "qualified tax-exempt obligations" for purposes
                          of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
Paying Agent:             U.S. Bank National Association, Boston, Massachusetts
Legal Opinion:            Locke Lord LLP (as successor by merger to Edwards Wildman Palmer LLP),
                          Boston, Massachusetts
Delivery and Payment:     It is expected that the Bonds will be delivered to DTC, or the offices of its custodial
                          agent, against payment to the account of the Town in Federal Reserve funds on or
                          about March 18, 2015.
Issue Contacts:           James R. Murgia, Finance Director/Treasurer, Town of Canton,
                          Telephone # (781) 575-6612
                          Lisa N. Dickinson, Senior Vice President, UniBank Fiscal Advisory Services, Inc.,
                          Telephone # (508) 849-4221
                          Richard A. Manley, Jr., Esq., Locke Lord LLP, Boston, MA, Telephone # (617) 239-
                          0384
Additional Information:   Refer to the Preliminary Official Statement dated February 24, 2015.



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NOTICE OF SALE

                                                TOWN OF CANTON
                                                  Massachusetts

                                      $3,689,150
                GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2015 BONDS

       The Town of Canton, Massachusetts, will receive electronic and sealed proposals until 11:30 A.M.
(Eastern Standard Time), on
                                          March 5, 2015

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

$3,689,150       GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2015 BONDS payable
                 March 15 of the years and in the amounts as follows:

                                    Principal                      Principal
                          Year      Amount*                  Year Amount*
                          2016     $394,150                  2023 $340,000
                          2017      390,000                  2024  335,000
                          2018      385,000                  2025  145,000
                          2019      380,000                  2026  100,000
                          2020      340,000                  2027  100,000
                          2021      340,000                  2028  100,000
                          2022      340,000
____________________
*Preliminary, subject to change.

       The Bonds will be dated March 15, 2015. Interest from the date of the Bonds will be payable on
September 15, 2015 and semi-annually thereafter on each March 15 and September 15. Principal of and interest
on the Bonds will be paid as described below.

         The Bonds maturing in the years 2016 through 2023, inclusive, are not subject to redemption prior to
their stated dates of maturity.

        The Bonds maturing on and after March 15, 2024 are subject to redemption prior to their stated dates of
maturity, at the option of the Town, on and after March 15, 2023 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.

        For Bonds maturing on and after March 15, 2024, bidders may specify that all of the principal amounts
of such Bonds, may in lieu of having separate maturity dates, be combined to comprise 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 nearest subsequent maturity date.

      Term Bonds, if any, shall be subject to mandatory redemption on March 15 in the year or years
immediately prior to the stated maturity of such Term Bonds (the particular Bonds of such maturity to be


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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.

        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 its custody. A book-entry system will be
employed, evidencing ownership of the Bonds in principal amounts of $5,000 or integral multiples thereof, with
the exception of one principal amount of $4,150 of the Bonds that will mature in 2016, with transfers of
ownership affected 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
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.

       The legality of the Bonds will be approved by Locke Lord LLP (as successor by merger to Edwards
Wildman Palmer LLP), Boston, Massachusetts, whose opinion will be furnished to the original purchaser
without charge. (On January 10, 2015, Edwards Wildman Palmer LLP merged with the law firm of Locke Lord
LLP. The legal name of the merged firm is Locke Lord LLP.)

        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.

       Other bids, including bids by delivered telegram, should be sealed, marked "Proposal for Bonds" and
addressed to Mr. James R. Murgia, Finance Director/Treasurer, Town of Canton, c/o UniBank Fiscal
Advisory Services, Inc., 49 Church St., Whitinsville, Massachusetts 01588. Proposals delivered as specified
will be accepted. Blank bid forms with signature may be sent to UniBank Fiscal Advisory Services, Inc. or
faxed to (508) 234-1938 prior to submitting the bids, with actual bids telephoned to (508) 849-4221 at least one-
half hour prior to the 11:30 A.M. (Eastern Standard Time) sale. UniBank Fiscal Advisory Services, Inc. will act
as agent for the bidder in submitting the bid but neither UniBank Fiscal Advisory Services, Inc., nor the Town is
responsible for any errors with respect to bids submitted in this manner. A good faith deposit is not required.

        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%.

       No bid of less than par plus accrued interest to date of delivery will be considered.

        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 March 15, 2015,
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, which accrued interest shall be paid by the successful bidder. The
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award of the Bonds to the winning bidder will not be effective until the bid has been approved by the Treasurer
and the Board of Selectmen of the Town.

        On or prior to the date of delivery of the Bonds, the successful bidder shall furnish to the Town a
certificate acceptable to Bond Counsel generally to the effect that (i) as of March 5, 2015 (the “Sale Date”), the
Purchaser had offered or reasonably expected to offer all of the Bonds to the general public (excluding bond
houses, brokers, or similar persons acting in the capacity of underwriters or wholesalers) in a bona fide public
offering at the prices set forth in such certificate, plus accrued interest, if any, (ii) such prices represent fair
market prices of the Bonds as of the Sale Date, and (iii) as of the date of such certificate, the closing date, all of
the Bonds have been offered to the general public in a bona fide offering at the prices set forth in such
certificate, and at least 10% of each maturity of the Bonds actually has been sold to the general public at such
prices. To the extent the certifications described in the preceding sentence are not factually accurate with
respect to the reoffering of the Bonds, Bond Counsel should be consulted by the bidder as to alternative
certifications that will be suitable to establish the “issue price” of the Bonds for federal tax law purposes. If a
municipal bond insurance policy or similar credit enhancement is obtained with respect to the Bonds by the
successful bidder, such bidder will also be required to certify as to the net present value savings on the Bonds
resulting from payment of insurance premiums or other credit enhancement fees.

       Within the limits set forth herein, the Town reserves the right to adjust the principal amount of
individual maturities of the Bonds.

        Any adjustment in the principal amount of 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 effect Town’s objective to have a
level debt service stream of repayment.

        The dollar amount bid by the successful bidder will be adjusted to reflect any adjustment in the principal
amount of the individual maturities 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.

        The Town has not contracted for the issuance of any policy of municipal bond insurance for the Bonds.
If the Bonds qualify for the 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 Standard & Poor’s Ratings Services for the rating on the Bonds. Any such fee paid to
Standard & Poor’s Ratings Services would be borne by the Town.

        It shall be a condition to the obligation of the successful bidder to accept delivery of and pay for the
Bonds that it shall be furnished, without cost, with (a) the approving opinion of the firm of Locke Lord LLP (as
successor by merger to Edwards Wildman Palmer LLP), of Boston, Massachusetts, substantially in the form of
Appendix C of the Preliminary Official Statement dated February 24, 2015 included herein, (see "Tax
Exemption" and Appendix C in the Preliminary Official Statement), (b) a certificate in form satisfactory to said
firm dated as of the date of delivery of the Bonds and receipt of payment consequently 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
                                                          vi

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effect that, to the best of his knowledge and belief, both as of the date of sale and of the date of delivery of the
Bonds, the Preliminary Official Statement referred to above does not contain any untrue statement of a material
fact and does not 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 in the
form described in the Preliminary Official Statement, the proposed form of which is attached thereto as
Appendix D.

        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 of a failure or
refusal by the purchaser thereof to accept delivery of and pay for the Bonds. All expenses in relation to the
printing of CUSIP numbers on the Bonds shall be paid for by the Town; provided, however, that the Town
assumes no responsibility for any CUSIP Service Bureau or other charge that may be imposed for the
assignment of such numbers.

       The Bonds will be designated as "qualified tax-exempt obligations" for purposes of Section
265(b)(3) of the Code.

         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.

        The Bonds, in definitive form, will be delivered to the purchaser at DTC, or the offices of its custodial
agent, on or about March 18, 2015 against payment in Federal Reserve funds.

        Additional information concerning the Town of Canton and the Bonds is contained in the Preliminary
Official Statement dated February 24, 2015, 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 except for the omission of the reoffering prices, interest rates
and any other items of the Bonds depending on such matters and the identity of the underwriters. Copies of the
Preliminary Official Statement and a suggested form of proposal for the Bonds may be obtained from Lisa N.
Dickinson, Senior Vice President, UniBank Fiscal Advisory Services, Inc., 49 Church St., Whitinsville,
Massachusetts, telephone (508) 849-4221. Within seven (7) business days following the award of the Bonds in
accordance herewith, 50 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/ James R. Murgia
                                                                         Finance Director/Treasurer


Dated: February 24, 2015


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OFFICIAL STATEMENT

                                            TOWN OF CANTON
                                            MASSACHUSETTS


                                    $3,689,150
              GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2015 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 the $3,689,150 General Obligation
Municipal Purpose Loan of 2015 Bonds, dated March 15, 2015 (the "Bonds") of the Town.

The Bonds are being offered for sale at a public bidding and a Notice of Sale dated February 24, 2015, 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 captions Security and Remedies and Opinion of Bond Counsel
herein.

Questions regarding information contained in this Official Statement or other matters should be directed to the
following: James R. Murgia, Finance Director/Treasurer, (781) 575-6612, Lisa N. Dickinson, Senior Vice
President, UniBank Fiscal Advisory Services, Inc. (508) 849-4221, or Richard A. Manley, Jr., Esq., Locke Lord
LLP (617) 239-0384.

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




                                                       1

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PART I

                                                THE BONDS
DESCRIPTION OF THE BONDS

The Bonds will be dated March 15, 2015 and will mature on March 15 of the years and in the principal amounts
as follows:

                                    Principal                          Principal
                    March 15        Amount                March 15      Amount
                     2016          $394,150                2020        $340,000
                     2017           390,000                2021         340,000
                     2018           385,000                2022         340,000
                     2019           380,000                2023         340,000

                             $780,000 Term Bonds Maturing on March 15, 2028

The Bonds will bear interest at the rate or rates per annum specified by the successful bidder. The Bonds are
subject to optional redemption prior to their stated dates of maturity as described herein.

Principal and semi-annual interest on the Bonds will be paid to The Depository Trust Company (“DTC”), New
York, New York by U.S. Bank National Association, Boston, Massachusetts, or its successor, acting as paying
agent (the "Paying Agent"). Interest from the date of the Bonds will be payable on September 15, 2015 and
semi-annually thereafter on each March 15 and September 15 until maturity. So long as DTC or its nominee,
Cede & Co., is the Bondowner, such payments of principal and interest on the Bonds will be made directly to
DTC. 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, with the exception of one principal amount of $4,150 of the Bonds that will mature in 2016.
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. (See
“Book-Entry Transfer System” herein.)

RECORD DATE

The record date for each payment of interest on the Bonds is the last business day of the month preceding the
interest payment date, provided that, 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.




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BOOK-ENTRY TRANSFER SYSTEM
The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the Bonds. The
Bonds will be issued in fully registered form 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
certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such
maturity, and each such certificate 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 a Standard
& Poor's 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 DTC ("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 deposited with 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
deposited with 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 deposited with 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.
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Redemption notices shall be sent to DTC. If less than all of the Bonds within 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 or vote with respect to securities
deposited with it unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under
its usual procedures, DTC mails an Omnibus Proxy to the issuer of such securities as soon as possible after the
record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants
to whose accounts the securities are credited on the record date (identified in a listing attached to the Omnibus
Proxy).

Principal and interest payments on securities deposited with 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 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 securities held by it at any time by
giving reasonable notice to the issuer of such securities 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-only 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.




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AUTHORIZATION AND USE OF PROCEEDS

                                                             Statutory                       Vote
  Amount        Purpose                                     Authorization                    Date
 $ 130,000      Rodman Heating System/HS Boiler            MGL, Ch. 44, s. 7(3B), 7(3A) 04/27/11//5/12/14
     81,000     Shepard Pond Dam                           MGL, Ch. 44, s. 8(25)        04/27/11//5/12/14
    153,000     Sewer Water Resource Mgmt. Plan            MGL, Ch. 44, s. 7(22)             05/13/13
    378,750     Water Meters (Sewer Supported)             MGL, Ch. 44 s. 8(7A)              05/13/13
    631,250     Water Meters (Water Supported)             MGL, Ch. 44, s. 8(7A)             05/13/13
    810,000     Fire Ladder Truck                          MGL, Ch. 44, s. 7(9)              05/13/13
    191,000     DPW Catch Basin Truck                      MGL, Ch. 44, s. 7(9)              05/13/13
    205,000     DPW Truck                                  MGL, Ch. 44, s. 7(9)              05/12/14
     85,000     School Tennis Courts                       MGL, Ch. 44, s. 7(25)             05/12/14
    158,200     Galvin School Gym Floor                    MGL, Ch. 44, s. 7(3A)             05/12/14
    411,950     Galvin School Window Replace               MGL, Ch. 70B                      05/02/12
    342,000     Hansen School Window Replace               MGL, Ch. 70B                      05/02/12
    112,000     School HVAC/HS Boiler                      MGL, Ch. 44, s. 7(3A)        04/30/12//5/12/14
 $3,689,150

Proceeds of the Bonds in the amount of $2,885,950 will be used, in addition to $30,000 of current revenues, to
redeem a like amount of the bond anticipation notes issued at various times and now maturing March 27, 2015
(the “Maturing Notes”) and proceeds of the Bonds in the amount of $803,200 will be used to provide permanent
financing for the projects on a “new money” basis. The water and sewer debt is expected to be self-supporting
through system revenues. The debt service on the $810,000 fire ladder truck is expected to be paid from
ambulance receipts.

OPTIONAL REDEMPTION

Bonds maturing in the years 2016 through 2023, inclusive, are not subject to redemption prior to their stated
dates of maturity.

Bonds maturing on and after March 15, 2024 are subject to redemption prior to maturity, at the option of the
Town, on and after March 15, 2023, 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.

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 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.

MANDATORY REDEMPTION

The Bonds maturing on March 15, 2028, the “Term Bonds”, will be subject to mandatory redemption on March
15 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.

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The Bonds maturing on March 15, 2028 are subject to mandatory redemption or mature on March 15 in each of
the years 2024, 2025, 2026, 2027 and 2028, inclusive, at the price of par, plus accrued interest to the redemption
date, in the principal amounts as follows:

                        Year                           Principal Amount
                        2024                               $335,000
                        2025                                145,000
                        2026                                100,000
                        2027                                100,000
                        2028†                               100,000

_______________
†
  Denotes final maturity.

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. 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 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 has voted to exclude the debt service on $10,437,740 of
currently outstanding bonds from the limitations of Proposition 2½, subject to the provisions of Chapter 44,
Section 20 of the General Laws.

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 to secure particular bonds or notes or bonds
and notes generally (or judgments on bonds or 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” under “TAX LEVIES” 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
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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” under
“TYPES OF OBLIGATIONS” 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 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 Water Pollution Abatement 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.
                                                           7

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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, 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 (as successor by merger to Edwards Wildman
Palmer LLP), Bond Counsel to the Town (“Bond Counsel”) of Boston, Massachusetts (see Appendix C), will be
furnished to the successful bidder of the Bonds. (On January 10, 2015, Edwards Wildman Palmer LLP merged
with the law firm of Locke Lord LLP. The legal name of the merged firm is Locke Lord LLP.) 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 (as successor by merger to Edwards Wildman Palmer 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 is not a specific
preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond
Counsel observes that such interest is included in adjusted current earnings when calculating corporate
alternative minimum taxable income. In the opinion of Bond Counsel, the Bonds are designated as
“qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code. 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 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
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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 the first price at which a substantial amount of such maturity of the Bonds is
sold to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of
underwriters, placement agents or wholesalers). 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
semi-annually (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 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.

Prospective Bondholders should be aware that from time to time legislation is or may be proposed which, if
enacted into law, could result in interest on the Bonds being subject directly or indirectly to federal income
taxation, or otherwise prevent Bondholders from realizing the full benefit provided under current federal tax law
of the exclusion of interest on the Bonds from gross income. To date, no such legislation has been enacted into
law. However, it is not possible to predict whether any such legislation will be enacted into law. Further, no
assurance can be given that any pending or future legislation, including amendments to the Code, if enacted into
law, or any proposed legislation, including amendments to the Code, or any future judicial, regulatory or
administrative interpretation or development with respect to existing law, will not adversely affect the market
                                                        9

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value and marketability of, or the tax status of interest on, the Bonds. Prospective Bondholders are urged to
consult their own tax advisors with respect to any such legislation, interpretation or development.

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.

RATING

Application has been made to Standard & Poor’s Ratings Services for a rating on the Bonds. Such rating, if
obtained, will reflect only the rating agency’s view and will be subject to revision or withdrawal, which could
affect the market price of the Bonds.

CONTINUING DISCLOSURE

In order to assist the original purchasers of the Bonds 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. In each of the last five years, the Town has complied in all material respects
with all previous undertaking to provide annual reports 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.

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.

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 following are the principal executive officers:

                                                        Manner of Selection                            Term
Office                    Name                              and Term                                  Expires
Selectmen                 Victor D. DelVecchio, Chairman Elected/3 years                                2017
                          Avril T. Elkort, Vice Chair    Elected/3 years                                2015
                          John J. Connolly, Clerk        Elected/3 years                                2016
                          Robert E. Burr, Jr.            Elected/3 years                                2017
                          Gerald A. Salvatori, Jr.       Elected/3 years                                2015

Town Administrator        William T. Friel                      Appointed/1 year                        2015

Finance Director          James R. Murgia                       Appointed/1 year                        2015

Accountant                Kathleen Dooley Butters               Appointed/1 year                        2015

Treasurer/Collector       James R. Murgia                       Appointed/1 year                        2015

Town Clerk                Tracy Kenney                          Elected/3 years                         2015

Town Counsel              Paul DeRensis                         Appointed/1 year                        2015




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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, solid waste disposal
facility bonds and economic development bonds supported by tax increment financing; and subject to special debt
limits, bonds for water (limited to 10 percent of equalized valuation), housing, urban renewal and economic
development (subject to various debt limits), and electric, gas, community antenna television systems, and
telecommunications systems (subject to separate 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:

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
                                                          12

Source page 21

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 five 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. For certain school projects, however, notes may be
refunded from time to time for a period not to exceed seven years without having to pay any portion of the
principal of the notes from revenue funds. The maximum term of bonds issued to refund bond anticipation
notes is measured (except for certain school projects) 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.


                                                        13

Source page 22

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.

DEBT (1)

The following shows the direct debt outstanding as of March 15, 2015, including the Bonds:

General Obligation Bonds:
      Within General Debt Limit (2)
           Sewers and Drains (3)                                              $ 3,056,900
           Land Acquisition                                                       538,500
           Schools (5)                                                         11,045,900
           Other Building                                                       8,923,300
           Departmental Equipment                                               1,256,200
           Athletic & Recreational Facilities                                      35,000
           Other Inside General                                                   240,400
           Architectural & Engineering Services                                   417,000
           These Bonds                                                          2,829,150
                                                                                                              $28,342,350
        Outside General Debt Limit:
            Schools (5)                                                       $ 3,539,000
            Sewers (3)                                                          5,555,590
            Water (3)                                                          20,853,800
            These Bonds                                                         1,010,000
                                                                                                               30,958,390
             Total General Obligation Bonds                                                                   $59,300,740 (4)
Temporary Loans in Anticipation of:
            Revenue                                                           $          0
            Bonds (6)                                                              892,786
            Grants                                                                       0
             Total Temporary Loans                                                                                892,786
Total Direct Debt                                                                                             $60,193,526
___________________
(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 $204,182,895 and the double general debt limit is $408,365,790.
(3) Water and sewer debt is self-supporting through user fees.
(4) $10,437,740 has been excluded from the provisions of Proposition 2 ½.
(5) The Massachusetts School Building Authority has approved 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.
(6) Does not include $2,915,000 of bond anticipation notes maturing on March 27, 2015 to be redeemed with $2,885,950 of the
proceeds of the Bonds and $30,000 of current revenues.

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.

                                                               14

Source page 23

Authorized Unissued Debt and Prospective Financing

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

                                                                      Expected                 Expected
       Amount           Purpose                                        Issuance              Repayment
     $2,119,095      Sewer                                              Various            User fee supported (1)
        150,000      Rodman Center Heating                              None               State grant portion
        200,000      Septic                                             None               Betterment (2)
        290,000      Water                                              Various            User fee supported (1)
      1,891,458      School Remodeling                                  Various            Levy
         50,000      Drainage                                           Various            Levy
         50,000      ADA Renovations                                    Various            Levy
        388,786      Fire Equipment/Remodeling                          Various            Levy
        245,000      Rink Equipment                                     Various            User fee supported (1)
         25,000      Fiber Network                                      Various            Levy
     $5,409,339
____________________
(1) While all debt issued by the Town is general obligation debt, it is anticipated that debt service on these projects will be supported
by user fees.
(2) 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 betterments to be assessed.

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 6% of
the projected general fund revenues each year for capital purposes. The table below summarizes the Town Meeting
appropriations for fiscal year 2015 and a current capital needs analysis and Finance Committee recommendation for
fiscal 2016 through 2019. This analysis is updated and revised annually.

                                                                        (000 omitted)
                                                2015               2016           2017                     2018              2019
Police                                        $ 126              $ 148         $ 188                  $     148         $     148
Fire/Ambulance                                   467                180             68                      285               820
DPW                                              347                570            529                      390                 0
Schools                                          743              1,958            512                      830               750
Library                                           20                 20             25                       35               110
Recreation                                        51                 10             75                       60                 0
Senior Services                                    0                  0               0                      55                 0
Finance Dept./MIS                                 75                 49             50                       47               150
Building/Property Maintenance                      0                 33               0                       0                 0
 Total                                         1,829              2,968          1,447                    1,850             1,978
Enterprise Funds (1):
 Water                                          1,697             2,585              1,395              2,564                 0
 Sewer                                          1,070             1,305              1,165                490            34,500
 Skating Rink                                     360                55                  0                  0                 0
   Total                                        3,127             3,945              2,569              3,054            34,500
Total Capital Expenditures                     $4,956            $6,913             $4,007             $4,904           $36,478
________________
(1) Capital expenditures are expected to be paid from user fees and enterprise fund surplus.



                                                                    15

Source page 24

Five Years Outstanding Debt (1)
                                                                                  As of June 30

Within the General Debt Limit            2014        2013        2012        2011        2010
            Sewers & Drains (2)       $ 3,476,000 $ 3,444,770 $ 3,709,825 $ 3,610,470 $ 4,048,990
            Land Acquisition              721,500   1,109,120   1,361,505   1,617,540   1,876,180
            Schools                    12,193,500 19,375,665 19,799,350 20,002,802 21,213,000
            Other Building              9,809,600 11,769,140 12,789,748 13,019,057 13,346,115
            Departmental Equipment      1,478,200   1,864,000   2,373,000   2,964,016   2,737,829
            Architectural/Engineering     477,000     551,000     122,000     270,000     402,000
            Services
            Athletic & Recreational        40,000      45,000      50,000      55,000      60,000
            Facilities
            Other Inside General          329,700     422,000     319,000     391,000     464,000
Total Within the General Debt Limit   $28,525,500 $38,580,695 $40,524,428 $41,929,885 $44,148,114

Outside the General Debt Limit
            Sewers (2)                        $ 5,900,455 $ 5,948,885 $ 6,260,844 $ 4,469,695 $ 819,040
            Schools                             3,576,000   4,117,159   4,280,500   4,802,000   5,365,000
            Water (2)                          21,786,300 20,298,105 18,192,980 14,839,115      9,981,715
Total Outside the General Debt Limit           31,262,755 30,364,149 28,734,324 24,110,810 16,165,755
Total Long-Term Indebtedness                  $59,788,255 $68,944,844 $69,258,752 $66,040,695 $60,313,869

Short-Term Indebtedness
            Revenue Anticipation     $         0 $         0 $         0 $         0 $         0
            Notes
            Grant Anticipation Notes           0                                       1,400,000
            Bonds Anticipation Notes   2,915,000   2,209,800   5,280,331   1,825,308   7,237,500
   Total Short-Term Indebtedness       2,915,000   2,209,800   5,280,331   1,825,308   8,637,500
Total Outstanding Indebtedness       $62,704,205 $71,154,644 $74,539,083 $67,866,003 $68,951,369
_____________________
(1) Excludes lease and installment purchase obligations, overlapping debt, unfunded pension liability and other post-employment
benefits liability.
(2) All water and sewer debt are paid from water and sewer revenues.

Bonded Debt vs. Population, Valuations and Income

                                                                                 As of June 30
                                               2014              2013              2012        2011        2010
Amount (1)                                  $59,788,255       $68,944,844       $69,258,752 $66,040,695 $60,313,869
Per Capita (2)                                   $2,690            $3,144            $3,158      $3,042      $2,797
Percent of Assessed Valuation (3)               1.54%             1.74%             1.75%       1.66%       1.51%
Percent of Equalized Valuation (4)              1.45%             1.67%             1.58%       1.51%       1.34%
Per Capita as a percent of Personal             5.84%             6.84%             6.87%       6.61%       6.08%
Income per Capita (2)
_____________________
(1) Outstanding principal on general obligation bonds. Excludes lease and installment purchase obligations, overlapping debt,
unfunded pension liability and other post-employment benefits 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. The equalized valuation used here is the equalized valuation in effect for that
fiscal year.
                                                                  16

Source page 25

Annual Debt Service (1)
                                                                                                                     Cumulative
Fiscal       Outstanding as of 03/15/15                        The Bonds                                             % Principal
 Year        Principal (2) Interest (2)               Principal       Interest (3)    Total                            Retired (4)
2015          $1,960,000       358,523              $          0      $        0 $ 2,318,523                            3.3%
2016           6,139,965     1,823,704                   394,150        101,452    8,459,271                           14.4
2017           5,793,332     1,621,137                   390,000         90,613    7,895,082                           24.8
2018           5,326,767     1,428,927                   385,000         79,888    7,220,582                           34.5
2019           5,060,271     1,240,845                   380,000         69,300    6,750,416                           43.7
2020           4,700,546     1,057,057                   340,000         58,850    6,156,453                           52.2
2021           4,409,194       897,872                   340,000         49,500    5,696,566                           60.2
2022           3,776,915       732,176                   340,000         40,150    4,889,241                           67.2
2023           3,440,711       592,692                   340,000         30,800    4,404,203                           73.6
2024           2,784,584       472,507                   335,000         21,450    3,613,541                           78.8
2025           2,094,535       392,943                   145,000         12,238    2,644,716                           82.6
2026           1,843,566       326,800                   100,000          8,250    2,278,616                           85.9
2027           1,752,679       266,554                   100,000          5,500    2,124,733                           89.0
2028           1,656,874       208,358                   100,000          2,750    1,967,982                           92.0
2029           1,591,154       152,815                         0               0   1,743,969                           94.7
2030           1,320,521        99,255                         0               0   1,419,776                           96.9
2031           1,079,976        55,419                         0               0   1,135,395                           98.8
2032             580,000        23,269                         0               0     603,269                           99.7
2033             150,000         4,500                         0               0     154,500                          100.0%
             $55,461,590 $11,755,352                  $3,689,150       $570,739 $71,476,832
___________________
(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 $10,437,740 and interest totaling $1,761,845 has been exempted from the provisions of Proposition 2 1/2.
(3) Assumes average coupon rate of 2.75%
(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 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.
                                                                  17

Source page 26

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 entered into a long term (27 years) contract with Southeastern Massachusetts Resource Recovery
Facility (“SEMASS”) (a resource recovery facility located in Rochester, MA), which expired in December,
2014, for the disposal of solid waste. The Town is only using Allied Waste for disposal for a contract of three
to five years. The current cost for disposal is $64.52 per ton. The total cost for collection, transportation and
disposal for fiscal year 2011 was $1,360,331, for fiscal 2012 was $1,423,668, for fiscal 2013 was $1,453,522,
for fiscal 2014 was $1,484,613 and the amount budgeted for fiscal year 2015 is $1,552,000. The fiscal 2015
cost for the Solid Waste Program is shown below:

                   Category                          Vendor            Fiscal 2015 Appropriations
       Rubbish
         Collection & Transportation             Allied Waste              $1,165,000
         Disposal                                SEMASS/Allied Waste          312,000
         Landfill Monitoring                     Woodard & Curran              25,000
       Yard Waste
         Collection, Transportation              American Earth
           and Disposal                          Products                       35,000
       Hazardous Waste
         CRT Recycling                           Clean Harbors                 15,000
                    Total                                                  $1,552,000

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 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.
                                                       18

Source page 27

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.)
The following table sets forth the portion of overlapping debt relating to the Town (1):
                                                                                             Assessments for
                                                                                              Operations and
                                                                      Authorized                 Debt Service
                                             Outstanding               Unissued              Fiscal Year 2015
Norfolk County (2)                          $ 12,235,000                        $0                   $199,266
Blue Hills Regional Vocational
Technical School District (3)                                0                $0 (3)               $1,098,642
Massachusetts Water Resources                                                                  Water $991,292
Authority (4)                               $5,605,988,000             (See Above)           Sewer $3,547,316
Massachusetts Bay
Transportation Authority (5)                $5,499,989,000             (See Above)                     $466,735
_________________________
 (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 March 15, 2015. 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 March 15, 2015. 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. The Commonwealth of Massachusetts in July of 1986 took over the Blue Hills
Technical Institute and made it a part of Massasoit Community College. As part of this arrangement, the state agreed to be
responsible for 100% of the remaining outstanding debt of the School District.
(4) Source: The MWRA. Debt is as of June 30, 2014.
(5) Source: The MBTA. Debt is as of June 30, 2014.

                                                                 19

Source page 28

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 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, 2012, 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
                                                          20

Source page 29

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 2015 are as follows:

                   Fiscal Year                                                Amount
                     2015 (budgeted)                                        $3,570,734
                     2014                                                    3,169,146
                     2013                                                    3,041,784
                     2012                                                    2,898,532
                     2011                                                    2,933,187
                     2010                                                    2,875,438

As of January 1, 2014 (the most recent date available), the Norfolk County Retirement system had assets valued
at $696,682,779, using an 8.25% rate of return to support an actuarial accrued liability of $1,247,596,772,
leaving an estimated unfunded actuarial liability in the amount of $550,913,993. The Town’s share of this
liability is approximately 7.39% or $40,712,540. For additional information regarding the System go to the
website http://www.mass.gov/perac/norfolk/norfolkval14.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.

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. The cost paid by the Town in fiscal 2010 was $4,842,461,
in fiscal 2011 was $4,261,852, in fiscal 2012 was $4,457,155, in fiscal 2013 was $4,526,092, in fiscal 2014 was
$5,179,872 and a projection for fiscal 2015 is $5,400,000.

The Governmental Accounting Standards Board (“GASB”) Statement Nos. 43 and 45, which requires public sector
entities to report the future costs of these non-pension, post-employment benefits in their financial statements.
These accounting standards do not require pre-funding such benefits, but the basis applied by the standards for
measurement of costs and liabilities for these benefits is conservative if they continue to be funded on a pay-as-you-
go basis and will result in larger yearly cost and liability accruals than if such benefits were pre-funded in a trust
fund in the same manner as traditional pension benefits. Cities and towns that choose to self-insure all or a portion
of the cost of the health care benefits they provide to employees and retirees may establish a trust fund for the
purpose of paying claims. In addition, cities and towns may establish a trust fund for the purpose of pre-funding
other post-employment benefits liability in the same manner as traditional pension benefits.

The Town was required to implement the GASB reporting requirements for other post-employment benefits
beginning in fiscal year 2009. The Town hired an outside firm to perform an actuarial valuation of its post-
employment benefit liability. The actuarial accrued liability of this obligation to the Town of Canton, as of January
1, 2013, is $142,752,366 on a pay-as-you-go basis (assuming a 4.20% discount rate). This required an annual
contribution by the Town of $12,935,961 in fiscal 2014 on a pay-as-you-go basis. At the Town’s 2013 Annual
Town Meeting an OPEB Trust Fund was established pursuant MGL Chapter 32B Section 20. The current balance
                                                         21

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in the fund as of June 30, 2014 was $580,000. The Town contributed an additional $551,000 from the fiscal 2015
budget to this fund. (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 his own redetermination of the fair cash
value of the taxable property in each municipality. This is known as the "equalized valuation". See “Debt
Limits” herein.

VALUATIONS (1)

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

                                                                      Fiscal Year
                                       2015           2014          2013 (4)        2012           2011
Real Property(2)                   $3,917,103,100 $3,742,671,140 $3,845,104,570 $3,830,344,470 $3,847,763,570
Personal Property(2)                  152,768,400    141,947,970    126,558,890    124,249,390    126,905,510
 Total                             $4,069,871,500 $3,884,619,110 $3,971,663,460 $3,954,593,860 $3,974,669,080

Equalized Value(3)                 $4,083,657,900 $4,131,231,300 $4,131,231,300 $4,386,215,300 $4,386,215,300
Percent of Total Assessed
  to Equalized Valuation                      99.7%         94.0%              96.1%             90.2%              90.6%
____________________
 (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.
(4) Revaluation.




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The following table shows the breakdown of the total assessed valuation for fiscal years 2013 through 2015 by
classification:

                Fiscal 2015   % of Total         Fiscal 2014   % of Total        Fiscal 2013      % of Total
                 Assessed     Assessed            Assessed     Assessed           Assessed        Assessed
   Class         Valuation    Valuation           Valuation    Valuation          Valuation       Valuation
Residential    $3,150,088,016    77.4           $2,971,728,949      76.5        $3,080,898,534         77.6
Commercial        421,047,184    10.3              427,533,191      11.0           433,793,536         10.9
Industrial        345,967,900      8.5             343,409,000       8.8           330,412,500          8.3
Personal          152,768,400      3.8             141,947,970       3.7           126,558,890          3.2
  Total        $4,069,871,500   100.0           $3,884,619,110    100.0         $3,971,663,460        100.00




                                                      23

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TAX RATES

The following shows the actual tax rates per $l,000 of assessed valuation, the average tax rate and the estimated
full value rate based on the equalized valuation in effect for the current and most recent fiscal years:

                                                                                                                                  Estimated
Fiscal                                   Actual                                                  Average                          Full Value
Year                                    Tax Rate                                                 Tax Rate                         Tax Rate
2015                                    $12.82 (Residential/Open Space)                           $15.88                           $15.83
                                         26.36 (All Other)
2014                                     12.87 (Residential/Open Space)                              16.08                          15.12
                                         26.53 (All Other)
2013                                     12.30 (Residential/Open Space)                              15.15                          13.71
                                         24.99 (All Other)
2012                                     11.91 (Residential/Open Space)                              14.69                          13.24
                                         24.23 (All Other)
2011                                     11.55 (Residential/Open Space)                              14.24                          12.90
                                         23.04 (All Other)
2010                                     10.83 (Residential/Open Space)                              13.46                          11.96
                                         21.77 (All Other)

LARGEST TAXPAYERS

The following shows the ten largest taxpayers for fiscal 2015 (1):

                                                                                  Fiscal 2015                                            % of Total
                                                            Nature of              Assessed                      Amount                    Tax
Name                                                        Business              Valuation                       of Tax                   Levy
NSTAR                                                        Utility            $ 55,235,950                    $1,456,099                 2.25%
Reebok                                                       Offices              40,820,700                     1,086,768                 1.68
Medical Information Tech, Inc.                               Office               33,325,800                       878,099                 1.36
Canton Village Shoppes                                       Retail               27,680,200                       737,368                 1.14
Boston Mutual                                                Offices              26,890,800                       715,877                 1.11
Atlantic Specialty Insurance                                 Offices              26,863,400                       715,174                 1.11
250 Royall LLC                                               Offices              22,433,400                       597,232                 0.92
Spirit Canton LLC                                            Offices              16,530,000                       440,062                 0.68
Computershare                                                Offices              16,437,270                       433,286                 0.67
Verizon                                                      Utility              13,679,400                       360,589                 0.56
Total                                                                           $279,896,920                    $7,420,553                11.48%
_______________
(1) For fiscal 2015. 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.

                                                                           24

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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 have been reduced or eliminated by subsequent collections of uncollected
taxes (including sales of tax titles and tax possessions), lapsed appropriations, non-property tax revenues in
excess of estimates, other miscellaneous items or funding loans authorized by special act, they remain in
existence.

Tax Limitations. Chapter 59, Section 21C of the General Laws, also known as Proposition 2 1/2, imposes two
separate limits on the annual tax levy of a city or town.

The primary limitation is that the tax levy cannot exceed 2 1/2 percent of the full and fair cash value. If a city
or town exceeds the primary limitation, it must reduce its tax levy by at least 15 percent annually until it is in
compliance, provided that the reduction can be reduced in any year to not less than 7 1/2 percent by majority
vote of the voters, or to less than 7 1/2 percent by two-thirds vote of the voters.

For cities and towns at or below the primary limit, a secondary limitation is that the tax levy cannot exceed the
maximum levy limit for the preceding fiscal year as determined by the State Commissioner of Revenue by more
than 2 1/2 percent subject to exceptions for property added to the tax rolls or property which has had an
increase, other than as part of a general revaluation in its assessed valuation over the prior year's valuation.

This “growth” limit on the tax levy may be exceeded in any year by a majority vote of the voters, but an increase in
the secondary or growth limit under this procedure does not permit a tax levy in excess of the primary limitation,
since the two limitations apply independently. In addition, if the voters vote to approve taxes in excess of the
                                                        25

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“growth” limit for the purpose of funding a stabilization fund, such increased amount may only be taken into
account for purposes of calculating the maximum levy limit in each subsequent year if the board of selectmen of a
town or the city council of a city votes by a two-thirds vote to appropriate such increased amount in such
subsequent year to the stabilization fund. The applicable tax limits may also be reduced in any year by a majority of
the voters.

The State Commissioner of Revenue may adjust any tax limit "to counterbalance the effects of extraordinary,
non-recurring events which occurred during the base year".

The statute further provides that the voters may exclude from the taxes subject to the tax limits and from the
calculations of the maximum tax levy (a) the amount required to pay debt service on bonds and notes issued
before November 4, 1980, if the exclusion is approved by a majority vote of the voters, and (b) the amount
required to pay debt service on any specific subsequent issue for which similar approval is obtained. Even with
voter approval, the holders of the obligations for which unlimited taxes may be assessed do not have a statutory
priority or security interest in the portion of the tax levy attributable to such obligations. As noted above, debt
service on $10,437,740 of currently outstanding bonds is excluded from the limitations of Proposition 2
1/2, subject to the provisions of Chapter 44, Section 20 of the General Laws. It should be noted that
Massachusetts General Laws Chapter 44, Section 20 requires that the taxes excluded from the levy limit to pay
debt service on any such bonds and notes be calculated based on the true interest cost of the issue. Accordingly,
the Department of Revenue limits the amount of taxes which may be levied in each year to pay debt service on
any such bonds and notes to the amount of such debt service, less a pro rata portion of any original issue
premium received by the city or town that was not applied to pay costs of issuance.

Voters may also exclude from the Proposition 2 1/2 limits the amount required to pay specified capital outlay
expenditures or for the city or town’s apportioned share for certain capital outlay expenditures by a regional
governmental unit. In addition, the city council of a city, with the approval of the Mayor if required, or the
board of selectmen or the town council of a town may vote to exclude from the Proposition 2 1/2 limits taxes
raised in lieu of sewer or water charges to pay debt service on bonds or notes issued by the municipality (or by
an independent authority, commission or district) for water or sewer purposes, provided that the municipality's
sewer or water charges are reduced accordingly.

In addition, Proposition 2 1/2 limits the annual increase in the total assessments on cities and towns by any
county, district, authority, the Commonwealth or any other governmental entity (except regional school
districts, the MWRA and certain districts for which special legislation provides otherwise) to the sum of (a) 2
1/2 percent of the prior year's assessments and (b) "any increases in costs, charges or fees for services
customarily provided locally or for services subscribed to at local option". Regional water districts, regional
sewerage districts and regional veteran's district may exceed these limitations under statutory procedures
requiring a two-thirds vote of the district's governing body and either approval of the local appropriating
authorities (by two-thirds vote in districts with more than two members or by majority vote in two-member
districts) or approval of the registered voters in a local election (in the case of two-member districts). Under
Proposition 2 1/2 any State law to take effect on or after January 1, 1981 imposing a direct service or cost
obligation on a city or town will become effective only if accepted or voluntarily funded by the city or town or
if State funding is provided. Similarly, State rules or regulations imposing additional costs on a city or town or
laws granting or increasing local tax exemptions are to take effect only if adequate State appropriations are
provided. These statutory provisions do not apply to costs resulting from judicial decisions.

Pledged Taxes. Taxes on certain property in designated development districts may be pledged for the payment of
costs of economic development projects within such districts and may therefore be unavailable for other municipal
purposes. The Town does not have any such districts.

                                                         26

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Initiative Petitions. Various other proposals have been made in recent years for legislative amendments to the
Massachusetts Constitution to impose limits on state and local taxes. To be adopted such amendments must be
approved by two successive legislatures and then by the voters at a state election.
CALCULATION OF TAX LEVIES AND LEVY LIMITS
The following table shows the details of the calculation of the tax levies for the current and most recent fiscal
years:
                                                                           (000 omitted)
                                                                         For Fiscal Year
                                                     2015          2014          2013        2012        2011
Gross Amount to be Raised:
 Appropriations                                     $93,964       $89,373       $86,098     $83,018     $80,323
 Other Local Expenditures                                41             41          249           67          65
 State & County Charges                                 951            946          909          853         960
 Overlay Reserve                                      1,499          1,767        1,321        1,019         995
 Total Gross Amount to be Raised                     96,456         92,127       88,577      84,957      82,343
Less Estimated Receipts & Other Revenue:
 Estimated Receipts from State                        7,686          7,545        7,319        6,457       6,284
 Estimated Receipts - Local                          19,451         18,954       18,224      17,725      16,923
 Available Funds Appropriated:
  Free Cash                                           2,852          1,915          600          290         640
  Other Available Funds                               1,836          1,248        2,279        2,411       1,900
 Free Cash & Other Revenue Used to Reduce
  the Tax Rate                                             0             0             0           0            0
 Total Estimated Receipts & Revenue                  31,826         29,662       28,422      26,883      25,747
Net Amount To Be Raised (Tax Levy)                  $64,630       $62,465       $60,155     $58,074     $56,596
The following shows the calculation of levy limits for the current and most recent fiscal years:
                                                                                     (000 omitted)
                                                                                   For Fiscal Year
                                                               2015             2014        2013          2012      2011

Primary Levy Limit (1)                                        $101,747           $97,115        $99,292   $98,865   $99,367

Prior Fiscal Year Levy Limit                                     61,056           58,592         56,500   54,456*    52,765
2.5% Levy Growth                                                  1,527            1,465          1,412     1,361     1,319
New Growth (2)                                                    1,568              999            680       682       369
Overrides                                                             0                0              0         0         0
Growth Levy Limit                                                64,151           61,056         58,592    56,499    54,453
Debt Exclusions                                                   1,643            2,020          2,111     2,142     2,261
Capital Expenditure Overrides                                         0                0              0         0         0
Tax Levy Limit                                                   65,794           63,076         60,703    58,641    56,714
Tax Levy                                                         64,630           62,465         60,155    58,074    56,596
Unused Levy Capacity (3)                                          1,164          $ 611          $ 548     $ 567     $ 118
Unused Primary Levy Capacity (4)                               $ 37,596          $36,059        $40,700   $42,366   $44,914
__________________
(1) 2.5% of assessed valuation.
(2) Allowed addition for new valuations certified by the Department of Revenue.
(3) Tax Levy Limit less Tax Levy. The additional amount which may be levied without voter approval.
(4) Primary Levy Limit less Growth Levy Limit.
* Recalculated due to certification of retroactive growth.
                                                                   27

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TAX COLLECTIONS AND ABATEMENTS

Payment Dates. The taxes for each fiscal year generally are due in two installments on November 1 (subject to
deferral if tax bills are sent out late) and May 1, unless a city or town accepts a statute providing for quarterly
tax payments. The Town has accepted this provision. Under the statute, preliminary tax payments are to be due
on August 1 and November 1 with payment of the actual tax bill (after credit is given for the preliminary
payments) in installments on February 1 and May 1 if actual tax bills are mailed by December 31. Interest
accrues on delinquent taxes at the rate of 14 percent per annum.

Lien. Real property (land and buildings) is subject to a lien for the taxes assessed upon it, subject to any
paramount federal lien and subject to bankruptcy and insolvency laws. (In addition, real property is subject to a
lien for certain unpaid municipal charges or fees.) If the property has been transferred, an unenforced lien
expires on the fourth December 31 after the end of the fiscal year to which the tax relates. If the property has
not been transferred by the fourth December 31, an unenforced lien expires upon a later transfer of the property.
Provision is made, however, for continuation of the lien where it could not be enforced because of a legal
impediment.

Personal Liability. The persons against whom real or personal property taxes are assessed are personally liable
for the tax (subject to bankruptcy and insolvency laws). In the case of real property, this personal liability is
effectively extinguished by sale or taking of the property as described in “Taking and Sale” herein.

The following shows the total tax levy, the reserve for abatements, the net levy and the amounts collected
during each fiscal year and as of a more recent date for the current and most recent fiscal years:

                                                                                      For Fiscal Year
                                              2015               2014              2013            2012                  2011
Total Tax Levy                             $64,629,621        $62,465,128        $60,155,267 $58,074,485              $56,595,429
Overlay Reserve for Abatements               1,498,711          1,767,642          1,320,810      1,019,524               995,018
  Net Tax Levy (1)                         $63,130,910        $60,697,486        $58,834,457 $57,054,961              $55,600,411
Amount Collected During
  Fiscal Year Payable (2)                            N/A      $61,056,268       $58,747,142        $56,783,097        $54,980,240
Percent of Net Tax Levy                              N/A          100.6%             99.9%              99.5%              98.9%
Amount Collected Through
01/01/15 (2)                               $32,385,464        $61,484,022       $59,469,162        $57,411,362        $55,623,935
Percent of Net Tax Levy                         51.3%             101.3%            101.1%             100.6%             100.0%
_________________
(1) Net after deduction of overlay reserve for abatements.
(2) Actual collections of levy less refunds and amounts refundable, but including proceeds of tax titles and tax possessions attributed
to such levy but not including abatements or other credits. Collections for fiscal 2015 are for the first half of the fiscal year.

Abatements and Overlay. A city or town is authorized to increase each tax levy by an amount approved by
the State Commissioner of Revenue as an "overlay" to provide for tax abatements. If abatements are granted in
excess of the applicable overlay, the excess is required to be added to the next tax levy.

Abatements are granted where exempt real or personal property has been assessed or where taxable real or
personal property has been overvalued or disproportionately valued. The assessors may also abate uncollectible
personal property taxes. They may abate real and personal property taxes on broad grounds (including inability
to pay) with the approval of the State Commissioner of Revenue. But uncollected real property taxes are
ordinarily not written off until they become municipal "tax titles" by purchase at the public sale or by taking, at
which time the tax is written off in full by reserving the amount of the tax and charging surplus.


                                                                  28

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The following shows the abatements granted during each fiscal year as well as through a more recent date for
the current and most recent fiscal years:

                                                                            For Fiscal Year
                                                  2015                2014          2013       2012                     2011
Tax Levy                                     $64,629,621         $62,465,128 $60,155,267 $58,074,485               $56,595,429
Overlay Reserve for Abatements                 1,498,711           1,767,642     1,320,810  1,019,524                  995,018
Percent of Tax Levy                                2.3%                2.8%           2.2%       1.8%                     1.8%
Abatements Granted
 During Fiscal Year of Levy                          N/A              $743,501         $591,984       $443,866       $709,469
 Through 01/01/15                                $255,848             $746,759         $643,515       $498,363       $797,814

Taking and Sale. Massachusetts law permits a municipality either to sell by public sale (at which the
municipality may become the purchaser) or to take real property for nonpayment of taxes. In either case the
property owner can redeem the property by paying the unpaid taxes, with interest and other charges, but if the
right of redemption is not exercised within six months (which may be extended an additional year in the case of
certain installment payments), it can be foreclosed by petition to the Land Court. Upon foreclosure, a tax title
purchased or taken by the municipality becomes a "tax possession" and may be held and disposed of in the same
manner as other land held for municipal purposes.

Sale of Tax Receivables. Cities and towns are authorized to sell delinquent property tax receivables by public
sale or auction, either individually or in bulk.

Taxes Outstanding
                                                                                    For Fiscal Year
                                                          2014                 2013          2012         2011          2010
Aggregate (1)                                         $ 496,947            $ 616,500     $ 690,345    $ 801,749     $1,185,082
For Current Fiscal Year (1)                              400,449              516,737       586,947      728,636     1,107,255
Tax Titles and Tax Possessions                         1,388,624            1,531,790     1,330,045    1,104,284       978,933
_____________
(1) Excludes abated taxes and includes taxes in litigation, if any.

TOWN FINANCES

Budget and Appropriation Process

The annual appropriations of the Town are ordinarily made at the annual meeting which takes place in May.
Appropriations may also be voted at special meetings. The Finance Committee (or the Board of Selectmen if
authorized by by-law or if there is no committee) is required to submit a budget of proposed expenditures at the
annual Town meeting.

Under certain circumstances and subject to certain limits and requirements, the city council of a city, upon the
recommendation of the mayor, may transfer amounts appropriated for the use of one department (except for a
municipal light department or a school department) to another appropriation for the same department or for the use
of any other department. In a town, town meeting may at any time vote to transfer any amount previously
appropriated to any other authorized use by law, and, under certain circumstances and subject to certain limits and
requirements, the selectmen of a town, with the concurrence of the finance committee, may transfer amounts
appropriated for the use of any department to any other appropriation for the same department or to any other
department.

                                                                      29

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Water and sewer department expenditures are generally included in the budgets adopted by city councils and
town meetings but electric and gas department funds may be appropriated by the municipal light boards. Under
certain legislation any city or town which accepts the legislation may provide that the appropriation for the
operating costs of any department may be offset, in whole or in part, by estimated receipts from fees charged for
services provided by the department. It is assumed that this general provision does not alter the pre-existing
power of an electric or gas department to appropriate its own receipts.

The school budget is limited to the total amount appropriated by the town meeting, but the school committee
retains full power to allocate the funds appropriated. State legislation known as the Education Reform Act of
1993, as amended, imposes certain minimum expenditure requirements on municipalities with respect to
funding for education. The requirements are determined on the basis of formulas affected by various measures
of wealth and income, enrollments, prior levels of local spending and state aid, and other factors. The Town’s
net school spending has always exceeded the minimum required local contribution.

State and county assessments, abatements in excess of overlays, principal and interest not otherwise provided
for, and final judgments are included in the tax levy whether or not included in the budget. Revenues are not
required to be set forth in the budget, but estimated non-tax revenues are taken into account by the assessors in
fixing the tax levy.

Budget Comparison

The following table sets forth the actual budgets for fiscal years 2011-2015:

Category                             2015            2014            2013            2012            2011
Property Taxes                   $63,173,500     $60,602,472     $59,323,367     $57,309,364     $55,544,530
State Aid                          7,599,730       8,151,749       7,106,407       6,800,664       6,809,660
Local Receipts                     5,834,907       5,574,543       5,234,686       4,940,391       4,936,363
Interfund Transfers                3,071,348       2,258,580       2,239,456       2,922,592       3,531,336
 Total Available Revenue         $79,679,485     $76,587,344     $73,903,916     $71,973,011     $70,821,889

Appropriations
General Government
 Services                        $ 3,342,838     $ 3,156,306     $ 3,059,405     $ 2,952,526     $ 2,894,588
Public Safety Services             9,583,290       9,400,426       8,843,050       8,735,299       8,669,683
Educational Services              34,548,305      33,320,505      31,920,505      30,440,978      30,502,315
Public Works Service               2,106,500       2,064,147       1,967,716       1,973,648       1,977,611
Public Works Fixed Services        2,109,896       1,963,727       1,913,727       1,880,335       1,822,713
Human Services                       867,151         774,792         741,136         686,506         659,504
Cultural/Recreational
 Services                          1,698,049       1,605,553       1,460,891       1,414,089       1,385,618
Debt Service                       4,880,575       5,947,464       6,119,892       6,008,252       6,112,415
Regional School                    1,108,642       1,069,042       1,183,074       1,337,865       1,387,713
State & County Charges               948,532         947,279         894,551         967,186         933,118
Employee Benefits                 15,249,366      14,094,153      14,193,019      13,838,377      13,050,611
Miscellaneous                      1,486,341       1,277,950         877,950         787,950         765,000
Subtotal                          77,929,485      75,621,344      73,174,916      71,023,011      70,160,889
Capital/Articles                   1,750,000         966,000         729,000         950,000         661,000
 Total Appropriations            $79,679,485     $76,587,344     $73,903,916     $71,973,011     $70,821,889


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STATE AID

In addition to grants for specified capital purposes (some of which are payable over the life of the bonds issued
for the projects) the Commonwealth provides financial assistance to cities and towns for current purposes.
Payments to cities and towns are derived primarily from a percentage of the State's personal income, sales and
use and corporate excise tax receipts, together with the net receipts from the State Lottery. A municipality’s
state aid entitlement is based on a number of different formulas, of which the "schools" and "lottery" formulas
are the most important. Both of the major formulas tend to provide more state aid to poorer communities. The
formulas for determining a municipality’s state aid entitlement are subject to amendment by the state legislature
and, while a formula might indicate that a particular amount of state aid is owed, the amount of state aid actually
paid is limited to the amount appropriated by the state legislature. The State annually estimates state aid, but the
actual state aid payments may vary from the estimate.

In the fall of 1986, both the State Legislature (by statute, repealed as of July 1, 1999) and the voters (by
initiative petition) placed limits on the growth of state tax revenues. Although somewhat different in detail,
each measure essentially limits the annual growth in state tax revenues to an average rate of growth in wages
and salaries in the Commonwealth over the three previous calendar years. If not amended, the remaining law
could restrict the amount of state revenues available for state aid to local communities.

The following table sets forth the amount of state aid to the Town in recent years as well as the amount
budgeted for 2015:

                          Fiscal                                            Total
                           Year                                            State Aid (1)
                          2015(budgeted)                                   $20,000,000
                          2014                                              20,403,915
                          2013                                              17,977,813
                          2012                                              20,571,147
                          2011                                              17,825,334
                          2010                                              18,613,887
____________________
(1) Includes all Funds, not just General Funds.

State School Building Assistance Program

Under its school building assistance program, the Commonwealth of Massachusetts provides grants to cities,
towns and regional school districts for school construction projects. Until July 26, 2004, the State Board of
Education was responsible for approving grants for school projects and otherwise administering the program.
Grant amounts ranged from 50% to 90% of approved project costs. Municipalities generally issued bonds to
finance the entire project cost, and the Commonwealth disbursed the grants in equal annual installments over
the term of the related bonds.

Pursuant to legislation which became effective on July 26, 2004, the state legislature created the Massachusetts
School Building Authority (the “Authority”) to finance and administer the school building assistance program.
The Authority has assumed all powers and obligations of the Board of Education with respect to the program.
In addition to certain other amounts, the legislation dedicates a portion of Commonwealth sales tax receipts to
the Authority to finance the program.




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Projects previously approved for grants by the State Board of Education are entitled to receive grant payments
from the Authority based on the approved project cost and reimbursement rate applicable under the prior law.
The Authority has paid and is expected to continue to pay the remaining amounts of the grants for such projects
either in annual installments to reimburse debt service on bonds issued by the municipalities to finance such
projects, or as lump sum payments to contribute to the defeasance of such bonds.

Projects on the priority waiting list as of July 1, 2004 are also entitled to receive grant payments from the
Authority based on the eligible project costs and reimbursement rates applicable under the prior law. With
limited exceptions, the Authority is required to fund the grants for such projects in the order in which they
appear on the waiting list. Grants for any such projects that have been completed or substantially completed
have been paid and are expected to continue to be paid by the Authority in lump sum payments, thereby
eliminating the need for the Authority to reimburse interest expenses that would otherwise be incurred by the
municipalities to permanently finance the Authority’s share of such project costs. Interest on debt issued by
municipalities prior to July 1, 2004 to finance such project costs, and interest on temporary debt until receipt of
the grant, is included in the approved costs of such projects. Grants for any such projects that have not yet
commenced or that are underway have been and are expected to continue to be paid by the Authority as project
costs are incurred by the municipality pursuant to a project funding agreement between the Authority and the
municipality, eliminating the need for the municipality to borrow even on a temporary basis to finance the
Authority’s share of the project costs in most cases.

The range of reimbursement rates for new project grant applications submitted to the Authority on or after July
1, 2007 has been reduced to between 40% and 80% of approved project costs. The Authority promulgated new
regulations with respect to the application and approval process for projects submitted after July 1, 2007. The
Authority expects to pay grants for such projects as project costs are incurred pursuant to project funding
agreements between the Authority and the municipalities. None of the interest expense incurred on debt issued
by municipalities to finance their portion of the costs of new projects will be included in the approved project
costs eligible for reimbursement.

MOTOR VEHICLE EXCISE

An excise is imposed on the registration of motor vehicles (subject to exemptions) at a uniform rate of $25 per
$1,000 of valuation. The excise is collected by and for the benefit of the municipality in which the motor
vehicle is kept. Valuations are determined by a statutory formula based on manufacturer's list price and year of
manufacture. Bills are payable in 30 days of their issue, and when not paid when due bear interest at 12 per
cent per annum. Provision is also made for suspension of registration by the registrar of motor vehicles, who
may also, after a hearing, suspend the owner's operating license.

The following table sets forth the amount of motor vehicle excise taxes received in each of the most recent
fiscal years and budgeted amount for fiscal 2015:

                      Fiscal                                              Motor
                       Year                                             Excise Taxes
                      2015 (budgeted)                                   $3,100,000
                      2014                                               3,714,753
                      2013                                               3,473,978
                      2012                                               3,165,287
                      2011                                               3,289,549
                      2010                                               3,080,023


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