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Final Offical Statement dated January 23, 2023

Budgets & Finance · Record date 2023-01-23 · Record cd63ccc7b80aad259d

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Saved text from 211 source pages. Transcription and OCR may contain errors; verify figures and wording against the original. Retrieved 2026-10-15.

Source page 1

NEW ISSUE                                                                          S&P Global Ratings: AAA (stable)
                                                                                   (See “Rating”)
                           FINAL OFFICIAL STATEMENT DATED JANUARY 23, 2023
In the opinion of Locke Lord LLP, Bond Counsel, based upon an analysis of existing law and assuming, among other
matters, compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax
purposes under the Internal Revenue Code of 1986, as amended (the “Code”). Interest on the Bonds will not be included
in computing the alternative minimum taxable income of individuals. For tax years beginning after December 31, 2022,
however, interest on the Notes will be included in the “adjusted financial statement income” of certain corporations that are
subject to the alternative minimum tax under Section 55 of the Code. Under existing law, interest on the Bonds is exempt
from Massachusetts personal income taxes, and the Bonds are exempt from Massachusetts personal property taxes. Bond
Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual
or receipt of interest on, the Bonds. See “Tax Exemption” herein. The Bonds will not be designated as “qualified tax-
exempt obligations” for purposes of Section 265(b)(3) of the Code.

                                                   $10,920,000
                                                TOWN OF CANTON
                                                       Massachusetts
                   GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2023 BONDS
Dated: February 8, 2023                                                                       Due: February 1, 2024-2043
                                                      MATURITIES

               Principal     Interest      Price/     CUSIP                   Principal     Interest     Price/ CUSIP
   Year        Amount          Rate        Yield      138267      Year        Amount          Rate       Yield 138267
   2024        $655,000        5.000%      2.260%       R84       2034        $480,000        4.000%     2.420%  T25
   2025         675,000        5.000       2.090        R92       2035         480,000        4.000      2.570   T33
   2026         675,000        5.000       2.030        S26       2036         475,000        4.000      2.780   T41
   2027         680,000        5.000       2.000        S34       2037         475,000        4.000      3.000   T58
   2028         680,000        5.000       2.000        S42       2038         475,000        4.000      3.150   T66
   2029         565,000        5.000       2.030        S59       2039         475,000        4.000      3.250   T74
   2030         565,000        5.000       2.040        S67       2040         475,000        4.000      3.330   T82
   2031         565,000        5.000       2.050        S75       2041         475,000        4.000      3.400   T90
   2032         560,000        5.000       2.090        S83       2042         475,000        4.000      3.450   U23
   2033         545,000        5.000       2.170        S91       2043         470,000        4.000      3.500   U31
Principal of the Bonds will be payable on February 1 of the years in which the Bonds mature. Interest from the date of the
Bonds will be payable on August 1, 2023, and semi-annually thereafter on each February 1 and August 1 until maturity or
redemption prior to maturity. The Bonds are subject to redemption prior to their stated dates of maturity as described herein.

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

The legality of the Bonds will be approved by Locke Lord LLP, Boston, Massachusetts, Bond Counsel to the Town.
UniBank Fiscal Advisory Services, Inc., Whitinsville, Massachusetts, serves as Municipal Advisor to the Town. It is
expected that the Bonds, in definitive form, will be delivered to DTC, or the offices of its custodial agent, on or about
February 8, 2023, against payment in Federal Reserve funds.




                  RAYMOND JAMES & ASSOCIATES, INC.

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TABLE OF CONTENTS

                                                                    Page                                                                           Page
Issue Summary Statement .................................... ii               Other Post-Employment Benefits ........................ 22
Notice of Sale ....................................................... iii    Property Taxation ................................................ 23
Official Statement ................................................ 1         Tax Rate and Valuation - General ....................... 23
                                                                              Valuations ............................................................ 24
Introduction .......................................................... 1     Tax Rates ............................................................. 24
Part I. The Bonds ................................................. 2         Largest Taxpayers................................................ 25
    Description of the Bonds ............................... 2                Tax Levies ........................................................... 25
    Record Date ................................................... 2          Levy General ..................................................... 25
    Book-Entry Transfer System ......................... 3                     Taxation to Meet Deficits .................................. 25
    DTC Practices................................................ 4            Tax Limitations.................................................. 26
    Authorization and Use of Proceeds ............... 4                        Pledged Taxes .................................................... 27
    Optional Redemption..................................... 5                 Initiative Petitions .............................................. 27
    Mandatory Redemption ................................. 5                   Calculation of Tax Levies and Levy Limits ...... 27
    Notice of Redemption.................................... 5                Tax Collections and Abatements ......................... 28
    Securities and Remedies ................................ 5                Town Finances ..................................................... 30
    Opinion of Bond Counsel .............................. 7                   Budget Comparison ........................................... 31
    Tax Exemption. ............................................. 7            State Aid .............................................................. 31
    Risk of Future Legislative Change ................ 8                      State School Building Assistance Program ......... 32
    Rating ............................................................ 9     Motor Vehicle Excise .......................................... 32
    Continuing Disclosure ................................... 9               Other Taxes.......................................................... 33
                                                                              Community Preservation Act .............................. 33
Part II. The Town ................................................. 10        Investments .......................................................... 34
    Constitutional Status and Form of                                         Unassigned General Fund Balance
       Government ............................................... 10           and Free Cash .................................................... 35
    Governing Bodies and Officers ..................... 11                    Stabilization Fund ................................................ 35
    Services ......................................................... 11     Collective Bargaining .......................................... 36
    COVID-19 ..................................................... 11         Physical and Economic Characteristics ............... 36
    Authorization of General                                                  Economic Development ...................................... 36
      Obligation Bonds and Notes ........................ 13                  Principal Employers ............................................ 41
    Debt Limits .................................................... 13       Employment by Industry ..................................... 41
    Types of Obligations ..................................... 13             Building Permits .................................................. 41
    Debt ............................................................... 15   Other Data............................................................ 42
    Revenue Anticipation Borrowing ................. 15                       Public School Enrollments .................................. 45
    Authorized Unissued Debt                                                  Litigation ............................................................. 45
       and Prospective Financing ......................... 16
    Capital Expenditure Projections .................... 16                   Appendix A. Summary Financial Statements ..... A-1
    Five Years Outstanding Debt ........................ 17
                                                                              Appendix B. Fiscal 2022 Audit for the Town
    Bonded Debt vs. Population,
                                                                                Of Canton ........................................................ B-1
       Valuations and Income .............................. 17
    Annual Debt Service...................................... 18              Appendix C. Proposed Form of
    Contracts ........................................................ 18       Legal Opinion of Bond Counsel ..................... C-1
    Overlapping Debt .......................................... 19
    Retirement Plan ............................................. 21          Appendix D. Proposed Form of
                                                                                Continuing Disclosure Certificate .................. D-1


The information set forth herein has been obtained from the Town and from other sources which are believed to be reliable
but it is not guaranteed as to accuracy or completeness. Any statements made in this Official Statement involving matters
of opinion, whether or not expressly stated, are intended merely as opinion and not as representations of fact. The
information and expressions of opinion in this 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:              Monday, January 23, 2023, until 12:00 Noon (Eastern Standard Time).
Method of Sale:            Electronic Bids via Parity.
Location of Sale:          UniBank Fiscal Advisory Services, Inc., 49 Church Street, Whitinsville, MA.
Issue:                     $10,920,000 GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2023 BONDS,
                           Book-Entry Only (See “Book-Entry Transfer System”, herein).
Purpose:                   Funding of various capital projects (See “Authorization and Use of Proceeds” herein).
Minimum Bid:               Par plus a premium of $82,000.
Dated Date of Bonds:       Date of delivery (on or about February 8, 2023).
Maturity Date of Bonds:    Serially on February 1, 2024 through 2043, as detailed herein.
Interest Payable:          February 1 and August 1, commencing August 1, 2023.
Redemption:                The Bonds are subject to redemption prior to their stated dates of maturity as described herein.
Credit Rating:             S&P Global Ratings has assigned a rating of AAA to the Bonds.
Security:                  The Bonds are valid general obligations of the Town of Canton, Massachusetts and the principal
                           of and interest on the Bonds are payable from taxes which may be levied upon all taxable
                           property within the territorial limits of the Town, without limitation as to rate or amount, except
                           as provided under Chapter 44, Section 20 of the General Laws, with respect to that portion of
                           the principal and interest payments that the Town has voted to exempt from the limit imposed
                           by Chapter 59, Section 21C of the General Laws, and subject to the limit imposed by Chapter
                           59, Section 21C of the General Laws with respect to that portion of the principal and interest
                           payments that the Town has not voted to exempt from that limit; provided that taxes levied on
                           certain taxable property located within a development district established by the Town pursuant
                           to Chapter 40Q of the Massachusetts General Laws may be restricted and unavailable to pay
                           the principal of and interest on the Bonds.
Tax Exemption:             Refer to “Tax Exemption” and Appendix C – “Proposed Form of Legal Opinion” herein.
Continuing Disclosure:     Refer to “Continuing Disclosure” and Appendix D – “Proposed Form of Continuing Disclosure
                           Certificate” herein.
Bank Qualification:        The Bonds will not be designated as “qualified tax-exempt obligations” for purposes of Section
                           265(b)(3) of the Internal Revenue Code of 1986, as amended.
Paying and Escrow Agent:   U.S. Bank Trust Company, National Association, Boston, Massachusetts
Legal Opinion:             Locke Lord LLP, Boston, Massachusetts
Delivery and Payment:      It is expected that the Bonds will be delivered to DTC, or to the offices of its custodial agent,
                           against payment to the account of the Town in Federal Reserve funds on or about February 8,
                           2023.
Issue Contacts:            William R. Scollins, III, Finance Director/Treasurer, Town of Canton, Massachusetts
                           Telephone # (781) 575-6612
                           Brianne Susel, Vice President, UniBank Fiscal Advisory Services, Inc.,
                           Telephone # (508) 849-4228
                           Richard A. Manley, Jr., Esq., Locke Lord LLP,
                           Telephone # (617) 239-0384

Additional Information:    Refer to the Preliminary Official Statement herein dated January 13, 2023.

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NOTICE OF SALE

                                                 TOWN OF CANTON
                                                   Massachusetts

                                      $11,935,000*
                 GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2023 BONDS



The Town of Canton, Massachusetts, will receive electronic proposals until 12:00 noon (Eastern Standard Time), on

                                                Monday, January 23, 2023

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

$11,935,000*     GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2023 BONDS, payable February 1 of
                 the years and in the amounts as follows:

                          Due            Principal                         Due             Principal
                        February 1       Amount*                         February 1        Amount*
                          2024           $745,000                          2034            $525,000
                          2025            735,000                          2035             525,000
                          2026            730,000                          2036             525,000
                          2027            730,000                          2037             525,000
                          2028            725,000                          2038             525,000
                          2029            605,000                          2039             525,000
                          2030            605,000                          2040             525,000
                          2031            605,000                          2041             525,000
                          2032            605,000                          2042             525,000
                          2033            605,000                          2043             520,000
___________________
* Preliminary, subject to change.

Details of the Bonds

The Bonds will be dated their date of delivery. Interest from the date of the Bonds will be payable on August 1, 2023, and
semi-annually thereafter on each February 1 and August 1 until maturity or redemption prior to maturity. Principal of and
interest on the Bonds will be paid as described below.

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


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Bank Qualification

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

Redemption of the Bonds

The Bonds maturing in the years 2024 through 2031, inclusive, are not subject to redemption prior to their stated dates of
maturity. The Bonds maturing on and after February 1, 2032, are subject to redemption prior to their stated dates of maturity,
at the option of the Town, on and after February 1, 2031, either in whole or in part at any time, and if in part, by lot within
a maturity, at par plus accrued interest to the date set for redemption.

Term Bonds

For Bonds maturing after February 1, 2031, bidders may specify that all of the principal amount of such Bonds having two
or more consecutive maturities, may in lieu of having separate maturity dates, be combined to comprise one or more term
bonds, and shall be subject to mandatory redemption or mature at par as described above, in each of the years and in the
principal amounts specified in the foregoing maturity schedule (which schedule is subject to change as described herein).
Each mandatory redemption shall be allocated to the payment of the term bond having the earliest subsequent maturity date.

Term bonds, if any, shall be subject to mandatory redemption on February 1 in the earliest year prior to the stated maturity
of such term bond (the particular Bonds of such maturity to be redeemed to be selected by lot), as indicated in the foregoing
maturity schedule (which schedule is subject to change as described herein) at the principal amount thereof plus accrued
interest to the redemption date, without premium.

Form of Bid and Basis of Award

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

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

The minimum bid on the bonds is par plus a premium of $82,000.

A good faith deposit is not required.

As between proposals which comply with this Notice of Sale, the award will be to the bidder who offers to purchase all the
Bonds at the lowest net effective interest rate to the Town. Such interest rate shall be determined on a true interest cost
(TIC) basis, which shall mean that rate which, as of February 8, 2023, discounts semi-annually all future payments on
account of principal and interest to the price bid, not including interest accrued to the date of delivery, if any, which accrued
interest shall be paid by the successful bidder. The award of the Bonds to the winning bidder will not be effective until the
bid has been approved by the Select Board and Treasurer of the Town. In the event that two or more bidders submit a bid
with the same lowest net effective interest rate, the winning bidder shall be determined by the Town Treasurer, by lot, from
among such bidders.




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Bond Insurance

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

Par Amount Subject to Change

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

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

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

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

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

Establishment of Issue Price

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


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

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

                 2.      all bidders had an equal opportunity to bid;

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

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

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

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

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

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

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

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

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

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

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

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

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

Legal Opinion

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

Documents to be Delivered at Closing

It shall be a condition to the obligation of the successful bidder to accept delivery of and pay for the Bonds that the bidder
shall be furnished, without cost, with (a) the approving opinion of the firm of Locke Lord LLP, Boston, Massachusetts,
substantially in the form of Appendix C of the Preliminary Official Statement dated January 13, 2023, included herein, (b)
a certificate in form satisfactory to said firm dated as of February 8, 2023, the delivery date of the Bonds and receipt of
                                                               vii

Source page 10

payment therefor, to the effect that there is no litigation pending or, to the knowledge of the signers thereof, threatened
affecting the validity of the Bonds or the power of the Town to levy and collect taxes to pay them, (c) a certificate of the
Town Treasurer to the effect that, to the best of his knowledge and belief, the Preliminary Official Statement did not, as of
its date and the date of sale, and the Final Official Statement referred to below, did not as of its date and does not as of the
date of delivery of the Bonds, contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made therein, in the light of the circumstances under which they were made, not misleading; and (d) a
Continuing Disclosure Certificate substantially in the form of Appendix D of the Preliminary Official Statement dated
January 13, 2023, included herein.

CUSIP Identification Numbers

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

Continuing Disclosure

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

Delivery

The Bonds, in definitive form, will be delivered to the purchaser at DTC, or the offices of its custodial agent, on or about
February 8, 2023, against payment in Federal Reserve funds.

Additional Information and Copies of the Official Statement

Additional information concerning the Town and the Bonds is contained in the Preliminary Official Statement dated January
13, 2023, to which prospective bidders are directed. The Preliminary Official Statement is provided for informational
purposes only and is not a part of this Notice of Sale. Such Preliminary Official Statement is deemed final by the Town as
of its date for purposes of SEC Rule 15c2-12(b)(1).

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

Within seven (7) business days following the award of the Bonds in accordance herewith, up to ten (10) copies of a Final
Official Statement will be furnished to the successful bidder. Additional copies may be obtained at the purchaser's expense.


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


                                                                              TOWN OF CANTON
                                                                               Massachusetts

                                                                              /s/ William R. Scollins, III
                                                                                 Finance Director/Treasurer
Dated: January 13, 2023




                                                              viii

Source page 11

EXHIBIT 1

                                          EXHIBIT TO THE NOTICE OF SALE

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

                                            $11,935,000i
                                TOWN OF CANTON, MASSACHUSETTS
                     GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2023 BONDS
                                       Dated February 8, 2023

                                       ISSUE PRICE CERTIFICATE AND RECEIPT

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

         1. Reasonably Expected Initial Offering Prices.

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

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

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

         2. Defined Terms.

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

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

       “Sale Date” means the first day on which there is a binding contract in writing for the sale of a Maturity of the
Bonds. The Sale Date of the Bonds is January 23, 2023.

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

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

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

Source page 12

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

Dated: __________, 2023                          [SUCCESSFUL BIDDER]



                                                 By:
                                                       Name:
                                                       Title:



                                       ______________________________________

                                 MODEL ISSUE PRICE DOCUMENTATION REPORT

                                  Schedule A – Expected Reoffering Prices (to be attached)

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




                                                                x

Source page 13

OPTION A

                     Issue Price Certificate for Use If the Competitive Sale Requirements Are
                                         Not Met and the 10% Test is Used

                                            $11,935,000ii
                                TOWN OF CANTON, MASSACHUSETTS
                     GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2023 BONDS
                                       Dated February 8, 2023

                                                 ISSUE PRICE CERTIFICATE

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

         1. Sale of the Bonds.

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

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

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

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



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

Source page 14

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

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


Dated: _________, 2023                      [SUCCESSFUL BIDDER]



                                            By: ________________________________

                                            Name:
                                            Title:


                                              Schedule A – Sale Prices (to be attached)




                                                                 xii

Source page 15

OPTION B

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

                             $11,935,000iiiTOWN OF CANTON, MASSACHUSETTS
                      GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2023 BONDS
                                             DATED February 8, 2023

                                           ISSUE PRICE CERTIFICATE AND RECEIPT

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

         1. Sale of the Bonds.

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

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

          [For each Maturity of the Bonds as to which no price is listed in Schedule A (the “Unsold Maturities”), as set forth in the Notice
of Sale for the Bonds, the [Successful Bidder][Representative] and any other Underwriter did not reoffer the Unsold Maturities to any
person at a price higher than the initial offering price to the public until the earlier of (i) __________, 2023 or (ii) the date on which the
[Successful Bidder][Representative] or any other Underwriter sold at least 10% of each Unsold Maturity at a price that is no higher than
the initial offering price to the Public.]

         2. Defined Terms.

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

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

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

         3. Receipt.

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

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

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

Source page 16

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

Dated: ___________, 2023                                                             [SUCCESSFUL BIDDER][REPRESENTATIVE]

                                                                                     By:_______________________________

                                                                                         Name:
                                                                                         Title:

                                              _________________________________

                                                Schedule A – Sale Prices (to be attached)




                                                                   xiv

Source page 17

OFFICIAL STATEMENT

                                                TOWN OF CANTON
                                                MASSACHUSETTS

                                     $10,920,000
               GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2023 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 $10,920,000 General Obligation Municipal Purpose Loan of
2023 Bonds, dated their date of delivery (February 8, 2023) (the “Bonds”) of the Town.

The Bonds are being offered for sale at public bidding and a Notice of Sale dated January 13, 2023, has been furnished to
prospective bidders. Reference is hereby made to the Notice of Sale for the terms and conditions of bidding.

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

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

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




                                                            1

Source page 18

PART I

                                                       THE BONDS


DESCRIPTION OF THE BONDS

The Bonds will be dated their date of delivery and will mature on February 1 of the years and in the principal amounts as
follows:

                         Due             Principal                         Due             Principal
                       February 1        Amount                          February 1        Amount
                         2024            $655,000                          2034            $480,000
                         2025             675,000                          2035             480,000
                         2026             675,000                          2036             475,000
                         2027             680,000                          2037             475,000
                         2028             680,000                          2038             475,000
                         2029             565,000                          2039             475,000
                         2030             565,000                          2040             475,000
                         2031             565,000                          2041             475,000
                         2032             560,000                          2042             475,000
                         2033             545,000                          2043             470,000

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

Principal and semi-annual interest will be paid by U.S. Bank Trust Company, National Association, Boston, Massachusetts,
or its successor acting as paying agent (the “Paying Agent”) for the Town. Interest from the date of the Bonds will be
payable on August 1, 2023, and semi-annually thereafter on each February 1 and August 1 until maturity or redemption
prior to maturity. So long as The Depository Trust Company, New York, New York (“DTC”) or its nominee, Cede & Co.,
is the Bondowner, such payments of principal of and interest on the Bonds will be made directly to such Bondowner.
Disbursement of such payments to the DTC Participants is the responsibility of DTC and disbursement of such payments
to the Beneficial Owners is the responsibility of the DTC Participants and Indirect Participants, as more fully described
herein.

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

RECORD DATE

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




                                                             2

Source page 19

BOOK-ENTRY TRANSFER SYSTEM

The Depository Trust Company, New York, New York (“DTC”) will act as securities depository for the Bonds. The Bonds
will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other
name as may be requested by an authorized representative of DTC. One-fully registered Bond certificate will be issued for
each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

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

Purchases of securities deposited with DTC must be made by or through Direct Participants, which will receive a credit for
such securities on DTC's records. The ownership interest of each actual purchaser of each security deposited with
(“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in securities
held by DTC are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in securities held
by DTC, except in the event that use of the book-entry system for such securities is discontinued.

To facilitate subsequent transfers, all securities deposited by Direct Participants with DTC are registered in the name of
DTC's partnership nominee, Cede & Co., or such other name as requested by an authorized representative of DTC. The
deposit of securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect
any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the securities held by it;
DTC's records reflect only the identity of the Direct Participants to whose accounts such securities are credited, which may
or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of
their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices for the Bonds shall be sent to DTC. If less than all of a maturity is being redeemed, DTC’s practice is
to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent to vote with respect to securities held by DTC
unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC
mails an Omnibus Proxy to an issuer of securities as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts such securities are credited on the
record date (identified in a listing attached to the Omnibus Proxy).

                                                               3

Source page 20

Principal and interest payments on securities held by DTC will be made to Cede & Co., or such other nominee as may be
requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's
receipt of funds and corresponding detail information from the issuer of such securities or its paying agent, on the payable
date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC
(nor its nominee), the issuer of such securities or its paying agent, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be
requested by an authorized representative of DTC) is the responsibility of the issuer of such securities or its paying agent,
disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments
to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

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

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

The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the
Town believes to be reliable, but the Town takes no responsibility for the accuracy thereof.

DTC PRACTICES

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

AUTHORIZATION AND USE OF PROCEEDS

The Bonds are authorized as outlined in the table below:

                                                                                 Statutory
                                                                                Reference
                                                                               (MGL Ch. 44
                                                                                   unless
                                                           Original              otherwise          Date of        Article
                Purpose                         Bonds    Authorization             noted)        Authorization       #
District Improvements                        $ 6,044,000    $8,597,000            Ch. 40Q         5/11/2015          4
Water Main Replacements                          456,500     5,900,000              8(5)          6/22/2020         12-9
Water Program Storage                            244,000     3,200,000            8(4)(5)         5/22/2021        11-11
Network Switch Replacements                      219,000       235,000              7(1)           5/9/2022         15-4
Rubber Roof Replacements                         293,000       320,000              7(1)           5/9/2022         15-5
Sidewalk Tractor                                 243,000       274,000              7(1)           5/9/2022         15-6
10-Wheel Truck/Plow                              273,000       307,000              7(1)           5/9/2022         15-7
Water Main Replacements                        2,840,000     3,100,000              8(5)           5/9/2022         15-8
JFK Ventilators                                  232,500       250,000              7(1)           5/9/2022         15-9
St Gerard’s Property Acquisition                  75,000     3,305,000              7(1)          12/1/2021          2
                                             $10,920,000

Debt service on the water projects is expected to be paid, in the first instance, by water revenues. Debt service on the St.
Gerard’s property acquisition is excluded from Proposition 2 ½.



                                                             4

Source page 21

OPTIONAL REDEMPTION

Bonds maturing in the years 2024 through 2031, inclusive, are not subject to redemption prior to their stated dates of maturity.
Bonds maturing on and after February 1, 2032, are subject to redemption prior to maturity, at the option of the Town, on and
after February 1, 2031, either in whole or in part at any time, and if in part, by lot within a maturity, at par plus accrued interest
to the date set for redemption.

MANDATORY REDEMPTION

If the successful bidder designates principal amounts of the Bonds to be combined into term bonds which may be done only for
principal amounts in consecutive years and only for the years after 2031, such term bonds will be subject to mandatory
redemption on February 1 in the earliest year prior to the stated maturity of each such term bond (the particular Bonds of such
maturity to be redeemed to be selected by lot) as indicated on the cover page of the Preliminary Official Statement at the principal
amount thereof (which amount is subject to change as described in the Official Notice of Sale prepared in connection with the
Bonds) plus accrued interest to the redemption date.

NOTICE OF REDEMPTION

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

SECURITY AND REMEDIES

Full Faith and Credit. General obligation bonds and notes of a Massachusetts city or town constitute a pledge of its full
faith and credit. To the extent not paid from other sources, the principal of and interest on the Bonds are payable from taxes
which may be levied upon all taxable property within the territorial limits of the Town and taxable by it, without limitation
as to rate or amount, except as provided under Chapter 44, Section 20 of the General Laws, with respect to that portion of
the principal and interest payments that the Town has voted to exempt from the limit imposed by Chapter 59, Section 21C
of the General Laws, and subject to the limit imposed by Chapter 59, Section 21C of the General Laws with respect to that
portion of the principal and interest payments that the Town has not voted to exempt from that limit; provided that taxes
levied on certain taxable property located within a development district established by the Town pursuant to Chapter 40Q
of the Massachusetts General Laws may be restricted and unavailable to pay the principal of and interest on the Bonds.
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.

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The Town voted to exclude the debt service on $75,000 principal amount of the Bonds and $11,457,500 principal amount
of currently outstanding bonds from the limitations of Proposition 2½, as described under “Tax Limitations” herein.

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

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

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

State Distributions. State grants and distributions may in some circumstances be unavailable to pay general obligation
bonds and notes of a city or town in that the State Treasurer is empowered to deduct from such grants and distributions the
amount of any debt service paid on “qualified bonds” (see “Serial Bonds and Notes” herein) and any other sums due and
payable by the city or town to the Commonwealth, or certain other public entities, including any unpaid assessments for
costs of any public transportation authority such as the Massachusetts Bay Transportation Authority (the “MBTA”) or a
regional transit authority of which it is a member or for costs of the Massachusetts Water Resources Authority (the
“MWRA”) if the city or town is within the territory served by the Authority, for any debt service due on obligations issued
to the Massachusetts School Building Authority, or for charges necessary to meet obligations under the Commonwealth’s
Clean Water or Drinking Water Revolving Loan Programs, including such charges imposed by another local governmental
unit that provides wastewater collection or treatment services or drinking water treatment services to the city or town.




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

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

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

OPINION OF BOND COUNSEL

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

TAX EXEMPTION

In the opinion of Locke Lord LLP, Bond Counsel to the Town (“Bond Counsel”), based upon an analysis of existing laws,
regulations, rulings, and court decisions, and assuming, among other matters, compliance with certain covenants, interest
on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue
Code of 1986, as amended (the “Code”). Bond Counsel is of the further opinion that interest on the Bonds will not be
included in computing the alternative minimum taxable income of Bondholders who are individuals. For tax years beginning
after December 31, 2022, however, interest on the Notes will be included in the “adjusted financial statement income” of
certain corporations that are subject to the alternative minimum tax under Section 55 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 Bonds will not be designated as “qualified tax-exempt obligations” for
purposes of Section 265(b)(3) of the Code.

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

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

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

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

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

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

Risk of Future Legislative Changes and/or Court Decisions

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

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

RATING

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

CONTINUING DISCLOSURE

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

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

On August 24, 2020, the Town issued an interim loan note with the Massachusetts Water Resource Authority. A notice of
the obligation was filed on September 21, 2020 along with a late filing notice.




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PART II

                                                        THE TOWN

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

CONSTITUTIONAL STATUS AND FORM OF GOVERNMENT

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

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

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

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

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

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

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

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




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GOVERNING BODIES AND OFFICERS

Local legislative decisions are made by an open town meeting consisting of all registered voters in the Town. Subject to
the legislative decisions made by Town Meeting, the affairs of the Town are generally administered by a Select Board of
five members, 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
Select Board              John J. Connolly, Chairman                    Elected/3 years                        2025
                          Lisa R. Lopez, Vice Chair                     Elected/3 years                        2023
                          Thomas Theodore, Clerk                        Elected/3 years                        2024
                          Michael C. Loughran                           Elected/3 years                        2024
                          Christopher J. Connolly                       Elected/3 years                        2023

Town Administrator         Charles E. Doody                              Appointed/3 years                     2025

Finance Director/
Treasurer/Collector        William R. Scollins, III                      Appointed/3 years                     2024

Accountant                 Kathleen Dooley Butters                       Appointed/3 years                     2024

Town Clerk                Tracy Kenney                                   Elected/3 years                       2024

Town Counsel               Paul DeRensis                                 Appointed/1 year                      2023

SERVICES

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

COVID 19

COVID-19 is respiratory disease caused by a novel coronavirus that has not previously been seen in humans. On March 10,
2020, the Governor of The Commonwealth of Massachusetts declared a state of emergency to support the Commonwealth’s
response to the outbreak of the virus. On March 11, 2020 the World Health Organization declared COVID-19 a pandemic.
On March 13, 2020, the President declared a national emergency due to the outbreak, which enabled disaster funds to be
made available to states to fight the pandemic. The State of Emergency in the Commonwealth ended on June 15, 2021.

In response to the COVID-19 pandemic, federal and state legislation was signed into law that provides various forms of
financial assistance and other relief to state and local governments. The federal Coronavirus Aid, Relief, and Economic
Security Act (the “CARES Act”) and the American Rescue Plan Act of 2021 (“ARPA”), both provided significant financial
relief to state and local governments dealing with impacts of the COVID-19 pandemic. The Town was eligible to receive
up to $3,544,135 in CARES Act funding and received reimbursement of $3,544,135. The Town expects to receive
$6,976,762.00 in ARPA Funds and has received $3,941,635 to date. It is fully expected that these Coronavirus Relief Funds
will be sufficient to meet the necessary COVID-19 expenditure requirements of the Town without the need for deficit
spending.

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The Town established a formal and public vetting process for requests to access its ARPA funds. The Town is following
the evolving rules The United States Treasury Department has been issuing in order to remain compliant with their funding
choices. Further, there are additional major federal spending programs that are providing substantial funding in the area of
infrastructure, among others. The Town is monitoring how the Commonwealth plans to share these resources, as well as
the State’s ARPA funds, with towns in the Commonwealth so that the Town is able to maximize its use of ARPA funds.

The virus and the resulting actions by national, state and local governments has altered and continues to alter the behavior
of businesses and people in a manner that may have negative impacts on global and local economies. There can be no
assurances regarding the extent to which COVID-19, or any other national health crisis or pandemic, will impact the national
and state economies and, accordingly, how it will adversely impact municipalities, including the Town. These negative
impacts could include reduced collections of property taxes and other revenues, including room occupancy taxes and local
meals tax revenue, motor vehicle excise taxes and other fees and charges collected by the Town. The Town may also be
affected by any reductions in state aid resulting from reduced revenues at the State level. In addition, stock markets in the
United States and globally could see significant instability attributable to the coronavirus pandemic or any other national
health crisis or pandemic and such instability could adversely affect the funding status of the Town’s pension funds and
resulting funding schedules. The Town cannot quantify these effects at this time.

The Town’s FY 2021 budget was developed during the peak of the COVID 19 pandemic. Accordingly, the Town was even
more conservative than usual with its revenue budget forecast in order to maintain service levels with uncertainty around
its recurring revenue streams. However, FY 2021 turned out to be a strong revenue year for the Town. FY 2021 revenue
performance was much improved by a variety of factors impacting the three major revenue categories, Property Taxes,
Local Receipts and State Aid, despite the COVID-19 pandemic still raging for most of the fiscal year. The Town’s general
fund realized a revenue surplus vs. budget of over $3.8 million. Local Receipts (excise taxes, bldg. permits, misc. revenues,
etc.) provided a $1.6 million positive variance to budget. Building Permits exceeded budget by $1.04 million. Motor
Vehicle Excise Tax was the other category that rebounded and surpassed budget by $600,000. Property Tax revenue also
came in $1.05 million better than plan with new tax growth contributing $475,000 to this result. The collection rate of
99.35% on FY 2021 property taxes in FY 2021 was 1.25% better than FY 2020. The collection rate is typically over 99%
in the year taxed. State Aid was $870,000 better than plan. The Governor and the legislature decided to use CARES Act
funds to commit to what the Governor had originally proposed in January of 2020 for the FY 2021 State Aid budget.
However, that decision wasn’t made until six months into FY 2021. In lieu of a firm commitment on State Aid, many
municipalities revised their State Aid budget estimates downward by 10%, which is exactly what Canton did when the
Town’s budget was finally set in June of 2020. All other general fund revenues came in approximately $290,000 better
than plan.

FY 2022 continued the positive revenue trend for the Town. FY 2022 revenue performance was again quite strong in all
three major revenue categories, Property Taxes, Local Receipts and State Aid. The Town’s general fund realized a revenue
surplus vs. budget of over $3.5 million. Local Receipts (excise taxes, bldg. permits, misc. revenues, etc.) provided a $1.96
million positive variance to budget with most line items exceeding budgeted levels. Motor Vehicle Excise tax exceeded
budget by $709,000. Building Permits exceeded budget by $428,000. Meals and Hotel Excise tax also had their best year
ever surpassing budget by a combined $406,000. Property Tax revenue came in $1.2 million better than plan with new tax
growth contributing the entirety of this result. The collection rate of 98.57% on FY 2022 property taxes in FY 2022 was
0.78% less than FY2021. The collection rate is typically over 99%. As of this writing the FY 2022 property tax collection
rate is 99.02%. State Aid also exceeded budgeted by $235,000.

The Town identified several uses for its ARPA funds across each of the allowable spending categories, including Public
Health, Negative Economic Impacts, Services to Disproportionately Impacted Communities, Infrastructure and Revenue
Replacement. Requests have been funded from the Public Health, Infrastructure and Revenue Replacement categories to
date. The Town anticipates putting the ARPA funds to uses to meet the needs of the community over the allowable spending
timeline.




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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
if such debt is authorized by a two-thirds vote of the city or town and such debt is payable within the periods so specified
in Mass. Gen. Laws. c. 44, §8. Among others, these exempt categories include revenue anticipation notes and grant anticipation
notes; emergency loans; loans exempted by special laws; certain school bonds, certain sewer bonds, bonds for water, gas, electric
and telecommunications systems, solid waste disposal facility bonds and economic development bonds supported by tax
increment financing; bonds for water, housing, urban renewal and economic development (subject to various debt limits).
Revenue bonds are not subject to these debt limits. The General Debt Limit applies at the time the debt is authorized. The
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 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

                                                               13

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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 end of the fiscal year in which the first principal payment of any of the bonds or notes being refunded
thereby is payable, however, principal payments made before the first principal payment of any of the bonds or notes being
refunded thereby may be in any amount.

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

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

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

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

Grant Anticipation Notes. These are issued for temporary financing in anticipation of federal grants and state and county
reimbursements for any purpose for which the city or town may incur debt that may be payable over a term of five years or
longer. Generally, they must mature within two years but may be refunded from time to time as long as the municipality
remains entitled to the grant or reimbursement.

Revenue Bonds. Cities and towns may issue revenue bonds for solid waste disposal facilities and for projects financed
under the Commonwealth's Clean Water or Drinking Water Revolving Loan Programs and for certain economic
development projects supported by tax increment financing. In addition, cities and towns which are members of the New
England Power Pool may issue electric revenue bonds, and notes in anticipation of such bonds subject to the approval of
the Department of Public Utilities. The Town does not have an electric department.




                                                               14

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DEBT (1)

The following shows the direct debt outstanding as of February 8, 2023, including the Bonds:

General Obligation Bonds:
       Within General Debt Limit (2)
            Sewers and Drains (3)                                               $     427,552
            Land Acquisition                                                        4,318,400
            Schools (4)                                                             9,313,200
            Other Building                                                          2,561,100
            Departmental Equipment                                                  2,243,000
            Athletic and Recreational Facilities                                    7,567,000
            Streets, Sidewalks & Parking                                              744,000
            Other Inside General                                                       36,000
            Architectural and Engineering Services                                    741,000
            The Bonds                                                               1,335,500
                                                                                                                 $29,417,222
        Outside General Debt Limit:
            The Bonds                                                           $10,920,000
            Schools (4)                                                             138,000
            Sewers (3)                                                            2,975,489
            Water (3)                                                            23,564,500
            Other Outside General                                                 1,639,694
                                                                                                                 $38,786,683
              Total General Obligation Bonds                                                                     $68,203,935 (5)
Temporary Loans in Anticipation of:
             Revenue                                                            $           0
             Bonds                                                                          0
             Grants                                                                         0
              Total Temporary Loans                                                                                        0
Total Direct Debt                                                                                                $68,203,935
___________________
(1) Principal amount only. Excludes lease and installment purchase obligations, overlapping debt, unfunded pension liability, other
    post-employment benefits liability.
(2) At the present time, the normal general debt limit is $283,239,230 and the double general debt limit is $566,478,460.
(3) Water and sewer debt is self-supporting through water and sewer revenues, respectively.
(4) The Massachusetts School Building Authority pays a grant for 61% of approved construction and interest costs of the Luce School
    project to be payable in equal installments over the life of the bonds.
(5) Debt service on the principal amount of $11,457,500 of outstanding bonds has been excluded from the provisions of Proposition
2 ½.

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.




                                                                15

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Authorized Unissued Debt and Prospective Financing

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

                                               Date of          Total           Amount          Expected
                                            Authorization     Authorized       Remaining        Issuance     Expected Repayment
Sewer Infiltration and Inflows                   5/1/2000 $2,576,000           $ 402,603          various User fee supported (1)
Sewer Equipment                                 4/30/2008    560,000             145,000          various User fee supported (1)

Revere Street                                   5/11/2015       8,597,000       2,000,000       unknown      Development District/Levy
Land Acquisition                                 5/9/2016         250,000         250,000       unknown      Levy
Water Bonds                                     6/22/2020       5,900,000       1,440,000          2023      Water Enterprise (1)
Water Mains                                     5/22/2021       4,350,000         734,000          2023      Water Enterprise (1)
                                                                               $4,971,603
___________________
(1) While all debt issued by the Town is general obligation debt, it is anticipated that the debt service on these project will be supported
by water and sewer revenues, respectively.

Capital Expenditures Projection

The Town's By-Laws established a Capital Planning Committee which is required to prepare annually a capital needs
analysis which is submitted to the Annual Town Meeting. The Finance Department’s five-year plan earmarks 5% to 6% of
the projected general fund revenues each year for capital purposes. The table below summarizes the Town Meeting
appropriations for fiscal year 2023 and a current capital needs analysis and Finance Committee recommendation for fiscal
2024 through 2028. This analysis is updated and revised annually.

                                                                                (000 omitted)
                                                  2023       2024         2025       2026     2027                2028
Police                                          $ 217      $ 586         $ 240 $ 240 $ 240                      $ 240
Fire/Ambulance                                     239        628         1,156     1,210       750                600
DPW                                              1,001      1,209         2,095     1,976     1,687              1,000
Schools                                          1,194      2,479         1,526     1,604     2,000              2,000
Library                                            366        235            15       100       100                100
Parks & Recreation                                  47        106            18        50        50                 50
Elder & Human Services                               0        182             0         0         0                  0
Finance Dept./MIS                                  421        204           249        51       100                100
Property Maintenance                                43      1,768            20       395       500                500
 Total                                           3,528      7,397         5,319     5,626     5,427              4,590
Enterprise Funds (1):
 Water                                           3,180       1,609        1,600       1,100       1,100          1,100
 Sewer                                             415       1,600          920         900       1,250          1,200
 Skating Rink                                        0           0            0           0           0              0
   Total                                         3,595       3,209        2,520       2,000       2,350          2,300
Total Capital Expenditures                      $7,123     $10,606       $7,839      $7,626      $7,777         $6,890
___________________
(1) Capital expenditures are expected to be paid from user fees and enterprise fund surplus.




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Five Years Outstanding Debt (1)

                                                                                    As of June 30
                                                         2022             2021             2020            2019              2018
 Long-Term Indebtedness
 Within the General Debt Limit:
   Sewers & Drains                              $   459,522       $   503,050       $   607,400     $   933,000      $ 1,460,700
   Land Acquisition                               4,318,400         1,484,400         1,673,900       1,863,800           50,100
   Schools                                        9,435,400        10,241,500        12,041,900      11,599,500       13,021,400
   Other Building                                 2,782,700         2,608,500         3,597,100       4,576,200        5,639,400
   Streets Sidewalks & Parking                      744,000           322,000           168,000         189,000                0
   Departmental Equipment                         2,293,000         2,870,000         2,894,000       3,077,412        3,383,898
   Architectural & Engineering Services             741,000           689,000           888,000         180,000          225,000
   Athletic & Recreational Facilities             7,567,000         7,020,000         7,347,000          15,000           20,000
   Other Inside General                              46,000            73,000           101,000         128,000          155,000
 Total Within the General Debt Limit            $28,387,022       $25,811,450       $29,318,300     $22,561,912      $23,955,498

 Outside the General Debt Limit:
  Sewers                                        $ 3,254,100       $ 3,701,415       $ 4,278,209     $ 4,730,655      $ 5,184,826
  Schools                                           173,000           244,000           737,000       1,236,600        1,800,000
  Other Outside General                           1,655,370         1,738,092         1,820,306       1,903,221          352,843
  Water                                          24,147,400        17,092,800        15,815,200      16,322,088       18,236,202
 Total Outside the General Debt Limit           $29,229,870       $22,776,307       $22,650,715     $24,192,564      $25,573,871
  Total Long-Term Indebtedness                  $57,616,892       $48,587,757       $51,969,015     $46,754,476      $49,529,369

 Short-Term Indebtedness
  Revenue Anticipation Notes                              0                 0                 0               0                0
  Grant Anticipation Notes                                0                 0                 0               0                0
  Bond Anticipation Notes                                 0                 0                 0       2,500,000                0
  Total Short-Term Indebtedness                           0                 0                 0       2,500,000                0
 Total Outstanding Indebtedness                 $57,616,892       $48,587,757       $51,969,015     $49,254,476      $49,529,369
 _________________________
 (1) Principal amount only. Excludes lease and installment purchase obligations, overlapping debt and unfunded pension liability.

Bonded Debt vs. Population, Valuations and Income

                                                                                    As of June 30
                                                          2022              2021            2020          2019             2018
 Amount (1)                                         $57,616,892       $48,587,757    $51,969,015    $46,754,476      $49,529,369
 Per Capita (2)                                          $2,355            $2,022          $2,163        $1,964           $2,096
 Percent of Assessed Valuation (3)                         0.94              0.87            0.99          0.94             1.04
 Percent of Equalized Valuation (4)                        1.02              0.86            0.92          0.91             1.07
 Per Capita as a percent of
  Personal Income (2) per capita                           4.17              3.52           3.83             3.48             3.71
 _________________________
 (1) Principal amount only. Excludes lease and installment purchase obligations, overlapping debt, unfunded pension liability and
 other post employment benefit liability.
 (2) Source: U.S. Department of Commerce, Bureau of the Census - Latest applicable actuals or estimates.
 (3) Source: Board of Assessors - Assessed valuation as of the prior January 1.
 (4) Source: Massachusetts Department of Revenue - Equalized valuation in effect for that fiscal year (equalized valuations are
 established for January 1 of each even-numbered year)




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Annual Debt Service (1)

                     Outstanding as of                                                                                   Percent
Fiscal                February 8, 2023                              The Bonds (3)                    Total Debt          Principal
Year          Principal (2)     Interest (2)              Principal        Interest                     Service         Retired (4)
 2023       $    5,821,274   $       929,642                      -               -                   6,750,916                8.7%
 2024            6,563,449         1,668,654                655,000        488,758                    9,375,861               19.4%
 2025            5,648,721         1,431,956                675,000        465,700                    8,221,377               28.8%
 2026            5,133,080         1,215,897                675,000        431,950                    7,455,927               37.5%
 2027            4,787,527         1,029,350                680,000        398,200                    6,895,077               45.6%
 2028            4,372,064           841,951                680,000        364,200                    6,258,215               53.1%
 2029            4,101,692           689,198                565,000        330,200                    5,686,090               60.1%
 2030            3,516,414           532,451                565,000        301,950                    4,915,815               66.1%
 2031            3,141,231           424,984                565,000        273,700                    4,404,915               71.7%
 2032            2,324,809           344,565                560,000        245,450                    3,474,824               76.0%
 2033            1,449,128           275,138                545,000        217,450                    2,486,716               78.9%
 2034            1,319,512           240,598                480,000        190,200                    2,230,310               81.6%
 2035            1,319,904           208,894                480,000        171,000                    2,179,798               84.3%
 2036            1,310,102           176,681                475,000        151,800                    2,113,583               86.9%
 2037            1,295,000           143,655                475,000        132,800                    2,046,455               89.6%
 2038              960,000           110,336                475,000        113,800                    1,659,136               91.7%
 2039              960,000            86,355                475,000          94,800                   1,616,155               93.8%
 2040              865,000            60,742                475,000          75,800                   1,476,542               95.8%
 2041              540,000            38,005                475,000          56,800                   1,109,805               97.3%
 2042              540,000            23,051                475,000          37,800                   1,075,851               98.9%
 2043              100,000             7,875                470,000          18,800                     596,675               99.7%
 2044              100,000             5,250                      -               -                     105,250               99.9%
 2045              100,000             2,625                      -               -                     102,625              100.0%
            $ 56,268,907     $ 10,487,853              $ 10,920,000    $ 4,561,158               $   82,237,918
___________________
(1) Excludes revenue anticipation notes, grant anticipation notes, bond anticipation notes, lease and installment purchase obligations,
overlapping debt, unfunded pension liability, other post-employment benefits liabilities.
(2) Principal totaling $11,457,500 and interest totaling $2,813,122 has been excluded from the provisions of Proposition 2 ½.
Principal totaling $27,585,412 and interest totaling $4,644,922 is self-supporting.
(3) True Interest Cost on the bonds is 3.0654225%.
(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




                                                                  18

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

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

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

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

The Town has contracted with Republic Services for waste collection and disposal. This contract expires on June 30, 2024.
The current cost for disposal is $88.40 per ton. The total cost for collection, transportation and disposal for fiscal 2022 was
$2,296,448 and the amount budgeted for fiscal year 2023 is $2,442,500.

The projected fiscal 2023 cost for the Solid Waste Program is shown below:

                    Category                               Vendor              Fiscal 2023 Appropriations
        Rubbish
          Collection and Transportation                Republic Services             $1,515,000
          Disposal                                     Republic Services                701,000
          Landfill Monitoring                          Woodard & Curran                  37,500
        Yard Waste
          Collection, Transportation                   American Earth
            and Disposal                               Products                         158,000
        Hazardous Waste
           CRT Recycling                               Clean Harbors                     31,000
                     Total                                                           $2,442,500

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.

                                                              19

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Massachusetts Water Resources Authority

The Massachusetts Water Resources Authority (the “MWRA”) provides wholesale drinking water services andwastewater
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 Debt
                                                                                                                         Service
                                                          Outstanding         Authorized Unissued              Fiscal Year 2023
 Norfolk County (2)                                       $15,315,000                          $0                      $230,341
 Blue Hills Regional Vocational Technical
 School District (3)                                       $34,265,000                         $0 (3)                 $1,603,337
 Massachusetts Resource                                                                                         Water $2,022,211
 Authority (4)                                             $24,770,000       (See Paragraph Above)              Sewer $4,901,007
 Massachusetts Bay Transportation
 Authority (5)                                               N/A             (See Paragraph Above)                        $562,758
___________________
(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 February 8, 2023. 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 February 8, 2023. Towns may organize regional
school districts to carry out general or specialized educational functions. The operating expenses and debt service of regional school
districts are apportioned among the member municipalities in accordance with the agreements establishing the districts subject to the
provisions of the Education Reform Act of 1993. The other members of the District are the Towns of Avon, Braintree, Dedham,
Holbrook, Milton, Norwood, Randolph and Westwood. On September 19, 2017 the District School Committee approved a $84.9 million
borrowing to remodel and reconstruct the District high school; this amount is expected to be reduced by a Massachusettts School
Building Authority grant of approximately $43.4 million.
(4) The Town’s share is supported by Water and Sewer Enterprise Funds.
(5) Under forward funding legislation, which began in fiscal 2001, member communities are no longer responsible for overlapping
debt, but only for the municipal assessment.




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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. 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.

The Town participates in the Norfolk County Retirement System (the “System”). The System’s last actuarial study, as of January
1, 2020, indicates that the system is expected to be fully funded by June 30, 2031.

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

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




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The annual contributions of the Town to the System for the most recent fiscal years and the amount budgeted for fiscal 2023
are as follows:

                                  Fiscal Year                                      Amount
                                    2023 (budgeted)                               $6,929,184
                                    2022                                           6,445,520
                                    2021                                           6,035,583
                                    2020                                           5,635,051
                                    2019                                           5,245,794
                                    2018                                           4,796,247

As of January 1, 2022 (the most recent date available), the System had assets valued at $1,424,456,980 using an 7.75% rate
of return to support an actuarial accrued liability of $1,793,000,074, leaving an estimated unfunded actuarial liability in the
amount of $368,453,094. The Town’s share of this liability is approximately 7.54% or $27,788,518. Additional information
regarding the System can be found at:

https://www.norfolkcountyretirement.org/sites/default/files/fileattachments/general/page/621/norfolk21_accounting_v3.pdf

The actuarial appropriation forecast for the Norfolk County Retirement system can be seen below.




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.




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The costs paid by the Town for OPEB for the most recent fiscal years and the amount projected for fiscal 2023 are as
follows:

                                   Fiscal Year                                      Amount
                                     2023 (projected)                              $5,447,460
                                     2022                                           5,108,281
                                     2021                                           5,033,198
                                     2020                                           4,905,429
                                     2019                                           4,523,578
                                     2018                                           4,179,556

The Governmental Accounting Standards Board (“GASB”) Statement No. 75, “Accounting and Financial Reporting for Post-
Employment Benefits Other Than Pensions”, replaces the requirements of Statement No. 45, “Accounting and Financial
Reporting by Employers for Post-Employment Benefits other Than Pensions”. Statement 75 introduces a new actuarial cost
method and discount rate as well as new disclosure and methodologies for reporting plan liability and OPEB expenses. It
establishes standards for recognizing and measuring liabilities, deferred outflows of resources, deferred inflows of resources,
and expense/expenditures. GASB Statement No. 75 requires the net OPEB liability to be measured as of the OPEB Plan’s
most recent fiscal year-end. Accordingly, for the Town, the net OPEB liability was measured as of July 1, 2020. Using a
6.25% discount rate, the Town has determined the net OPEB Liability for other post-employment benefits for active and
retired employees following the GASB Statement 75 (including health care and life insurance) was $86,868,871.

At the Town’s 2013 Annual Town Meeting an OPEB Trust Fund was established pursuant M.G.L Chapter 32B, Section 20.
The audited balance in the fund as of June 30, 2022 was $8,620,248. The Town contributed an additional $914,000 from the
fiscal 2021 budget, $1,050,000 into the account in fiscal 2022 and appropriated $1,150,000 into the account in fiscal 2023. (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 four classes of taxable property: (1) residential real property, (2) open space land, (3) commercial, and (4)
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 35 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 five years
or pursuant to a revised schedule as may be issued by the Commissioner.

Related statutes provide that certain 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.

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




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VALUATIONS (1)

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

                                                                                  For Fiscal Year (000)
                                                              2023             2022           2021         2020            2019
 Real Property (2)                                       $6,642,929       $5,890,054 $5,356,952 $5,047,745           $4,808,033
 Personal Property (2)                                      249,980          234,720      238,049       188,409         181,040
  Total                                                  $6,892,909       $6,124,774 $5,595,001 $5,236,155           $4,989,073

 Equalized Value (3)                                     $5,664,785       $5,664,785    $5,664,785      $5,111,199   $5,111,199
 Percent of Total Assessed
  to Equalized Valuation                                     121.7%          108.1%         98.8%          102.4%        97.6%
 _________________________
 (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.

The following table shows the breakdown of the total assessed valuation for fiscal years 2021 through 2023 by classification:

                                                                  For Fiscal Year (000)(1)
 Type of Property          2023                 % of Total             2022      % of Total               2021       % of Total
 Residential         $5,224,524                       75.8        $4,713,073            77.0         $4,215,107            75.3
 Commercial             661,495                        9.6           615,527            10.0            633,577            11.3
 Industrial             756,910                       11.0           561,454              9.2           508,268             9.1
 Personal               249,980                        3.6           234,720              3.8           238,049             4.1
  Total              $6,892,909                      100.0        $6,124,774           100.0         $5,595,001           100.0
 _________________________
 (1) Source: Massachusetts Department of Revenue.

TAX RATES

 Tax Rates Per $1,000 (1)
                                                                                      For Fiscal Year
 Type of Property                                                 2023           2022          2021           2020         2019
 Residential                                                     $10.57        $11.35        $12.20         $12.23       $12.40
 Open Space                                                       10.57         11.35         12.20          12.23        12.40
 Commercial                                                       21.57         24.18         24.29          25.42        25.77
 Industrial                                                       21.57         24.18         24.29          25.42        25.77
 Personal                                                         21.57         24.18         24.29          25.42        25.77
  Average Tax Rate                                               $13.23        $14.31        $15.18         $15.31       $15.52

 Full Value Tax Rate (2)                                         $16.10        $15.47       $14.99          $15.68       $15.15
 _________________________
 (1) Source: Massachusetts Department of Revenue.
 (2) Based on the equalized valuation in effect for each year.




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