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HomeMy WebLinkAbout2015-06-09 Board of Selectmen Minutes w/documents BOARD OF SELECTMEN MINUTES June 9, 2015 CALL TO ORDER: Clerk, Rosemary Connelly Smedile, called the meeting to order at 8:02 AM at Town Hall Meeting Room. ATTENDANCE: The following were present: Clerk Rosemary Smedile, Licensing Commissioner, Tracy Watson, Donald Stewart, Town Manager Andrew Maylor, Assistant Town Manager Ray Santilli and Executive Assistant, Laurie Burzlaff, Treasurer/Collector, Jennifer Yarid. CONSENT ITEMS: Vote and sign $9,435,000 general obligation bonds of the Town and approve refunding of general obligation bonds dated June 1, 2008 Tracy Watson made a MOTION, seconded by Donald Stewart, that the Board of Selectmen vote That in order to reduce interest costs, the Treasurer is authorized to issue refunding bonds, at one time or from time to time,pursuant to Chapter 44, Section 21A of the General Laws, or pursuant to any other enabling authority, to refund the Town's$6,411,316 General Obligation Bonds, Series A, dated June 1, 2008 maturing on March 15 in the years 2024 through 2028(inclusive)in the aggregate principal amount of$1,030,000(collectively, the "Refunded Bonds')and that the proceeds of any refunding bonds issued pursuant to this vote shall be used to pay the principal, redemption premium, if any, and interest on the Refunded Bonds and costs of issuance of the refunding bonds. Further Vote: that the sale of the$9,435,000 General Obligation Municipal Purpose Loan of 2015 Bonds of the Town dated June 15, 2015(the "Bonds'), to Janney Montgomery Scott LLC at the price of$9,821,013.35 and accrued interest, if any, is hereby approved and confirmed. The Bonds shall be payable on March 15 of the years and in the principal amounts and bear interest at the respective rates, as follows: Interest Interest Year Amount Rate Year Amount Rate 2016 $580,000 2.00% 2025 $ 675,000 2.10 2017 565,000 3.00 2026 540,000 3.00 2018 565,000 4.00 2027 530,000 3.00 2019 565,000 4.00 2031 1,485,000 2.65 2020 560,000 3.00 2032 330,000 3.00 2021 460,000 4.00 2033 330,000 3.00 2022 460,000 4.00 2034 325,000 3.00 2023 460,000 4.00 2035 325,000 3.125 2024 680,000 2.00 Further Vote: that the Bonds maturing on March 15, 2031 (a "Term Bond')shall be subject to mandatory redemption or mature as follows: Year Amount 2028 $495,000 2029 330,000 2030 330,000 2031* 330,000 *Final Maturity Further Voted: that in connection with the marketing and sale of the Bonds, the preparation and distribution of a Notice of Sale and Preliminary Official Statement dated May 26, 2015, and a final Official Statement dated June 3, 2015(the "Official Statement'), each in such form as may be approved by the Town Treasurer, be and hereby are ratified, confirmed, approved and adopted. Board of Selectmen Minutes June 9, 2015 2 Further Vote: that the Bonds shall be subject to redemption, at the option of the Town, upon such terms and conditions as are set forth in the Official Statement. Further Vote: to authorize the execution and delivery of a Refunding Escrow Agreement to be dated June 15, 2015, between the Town and U.S. Bank National Association, as Refunding Escrow Agent. Further Vote:that the Town Treasurer and the Board of Selectmen be, and hereby are, authorized to execute and deliver a continuing disclosure undertaking in compliance with SEC Rule 15c2-12 in such form as may be approved by bond counsel to the Town, which undertaking shall be incorporated by reference in the Bonds for the benefit of the holders of the Bonds from time to time. Further Vote:that we authorize and direct the Treasurer to establish post issuance federal tax compliance procedures in such form as the Treasurer and bond counsel deem sufficient, or if such procedures are currently in place, to review and update said procedures, in order to monitor and maintain the tax-exempt status of the Bonds. Further Vote: that each member of the Board of Selectmen, the Town Clerk and the Town Treasurer be and hereby are, authorized to take any and all such actions, and execute and deliver such certificates, receipts or other documents as may be determined by them, or any of them, to be necessary or convenient to carry into effect the provisions of the foregoing votes. Vote approved 3-0. LICENSING COMMISSIONERS: Tracy Watson made a MOTION, seconded by Donald Stewart, to open a meeting of the North Andover Licensing Commission. Vote approved 3-0. Mukta Shah of Merrimack College requests: One Day Wine & Malt license for a Parent Orientation Reception on Monday, June 22, 2015 from 4:00_L. to 8:00 p.m. One Day Wine & Malt license for a Parent Orientation Reception on Wednesday, June 24, 2015 from 4:00 p.m. to 8:00 p.m. Donald Stewart made a MOTION, seconded by Rosemary Smedile, that the Board of Selectmen, acting as Licensing Commissioners, approve the two One-Day License requests for Merrimack College, for events on June 22, 2015 and June 24, 2015, as presented. Vote approved 3-0. Rosemary Smedile made a MOTION, seconded by Donald Stewart, to close a meeting of the North Andover Licensing Commission. Vote approved 3-0. OLD BUSINESS: None NEW BUSINESS: None PUBLIC COMMENT: None TOWN MANAGER'S REPORT: None ADJOURNMENT: Tracy Watson made a MOTION, seconded by Donald Stewart, to adjourn the meeting at 8:09 a.m. Vote approved 3-0. Board of Selectmen Minutes June 9, 2015 3 Laurie A. Burzlaff Executive Assistant Rosemary Connelly Smedile, Clerk of the Board Documents used at meeting: Vote of Board of Selectmen 2015 Bonds One Day license requests from Merrimack College TOWN OF NORTH ANDOVER BOARD OF SELECTMEN 120 MAIN STREET NORTHH ANDOVER., MASSACIH[JSETTS 01845 Richard M. Vaillancourt, C:hainiian Phil DeCologero TEL. (978)688-9510 Rosemary Connelly Smedile, Clerk FAX(978)688-9556 Donald B. Stewart Tracy M. Watson BOARD OF SELECTMEN& LICENSING COMMISSIONERS AGENDA TUESDAY,JUNE 9,2015 at 8:00 AM TOWN HALL MEETING ROOM L CALL TO ORDER IL CONSENT ITEMS A. Vote and sign$9,435,000 general obligation bonds of the Town B. Approve refunding of general obligation bonds dated June 1,2008 III. LICENSING COMMISSIONERS A. Mukta Shah of Merrimack College requests: 1. One Day Wine&Malt License for a Parent Orientation Reception on Monday,June 22,2015 from 4:00 p.m.to 8:00 p.m. 2. One Day Wine&Malt License for a Parent Orientation Reception on Wednesday,June 24, 2015 from 4:00 p.m.to 8:00 p.m. IV. OLD BUSINESS V. NEW BUSINESS VL PUBLIC COMMENT VII. TOWN MANAGER'S REPORT VIII. NEXT MEETING DATE Monday June 22,2015 IX. ADJOURNMENT TOWN OF NORTH ANDOVER OFFICE OF TOWN CLERK 120 MAIN STREET NORTH ANDOVER,MASSACHUSETTS 01845 pORTII OF�t� o ;6qYO Joyce A.Bradshaw,CMMC 0 = p Telephone(978)688-9501 Town Clerk, x FAX(978)688-9557 �R�Tao tF�.(5 SACHUSEt MEMORANDUM TO: Tracy M. Watson, Chairman, Licensing Commission Members of the Board of Selectmen Andrew Maylor, Town Manager FROM: Karen A. Fitzgibbons,Asst. Town Clerk DATE: June 4, 2015 SUBJECT: 2 One Day Requests Mukta Shah, on behalf of Merrimack College, is applying for 2 One Day Wine &Malt licenses: Monday, 6/22/2015, Parent Orientation Reception from 4 pm to 8 pm Wednesday, 6/24/2015, Parent Orientation Reception from 4 pm to 8 pm Reviewed by: Police Department—standard conditions Fire Department—no conditions Building Inspector—no conditions TOWN OF NORTH ANDOVER ONE DAY LIQUOR LICENSE APPLICATION (30 DAY NOTICE STRONGLY RECOMMENDED) Organization holding event: MERRIMACK COLLEGE Name&Address of Responsible Party:MERRIMACK COLLEGE/MUKTA SHAH 315 TURNPIKE ST,NORTH ANDOVER, MA-01845 Contact Number&e-mail SHAH MU @MERRIMACK,EDU 978-837-5547 Location of Event: DiCroce Lobby,MAC Building Type of Event—Parents' Reception(Orientation) Is the event being catered? Yes X No Name of Caterer SODEXO FOOD SERVICE Date&Time of Event: 6/22/2015 4:OOPM TO 8PM Non Profit Organization Other Than Non Profit Wine&Malt X All Alcohol Wine&Malt ALCOHOL MUST BE PURCHASED BY THE LICENSEE FROM A WHOLESALER Has permission been received from the property owner to hold this event? YES Who is serving the alcohol?_SODEXO/MERRIMACK COLLEGE Does the server have liquor liability insurance? YES Have servers had training in alcohol service? TIP CERTIFIED I,the undersigned, understand and agree to the restriction and responsibilities of holding a One Day Alcohol License and certify that I am not prohibited from holding such license. I agree that the Town of North Andover is in no wW responsible ff the actions of the applicant. Applicant's Signature r� Date assachusetts General Laws,Chapter 138,s 14 I TOWN OF NORTH ANDOVER ONE DAY LIQUOR LICENSE APPLICATION (30 DAY NOTICE STRONGLY RECOMMENDED) Organization holding event: MERRIMACK COLLEGE Name&Address of Responsible Party: MERRIMACK COLLEGE/MUKTA SHAH 315 TURNPIKE ST,NORTH ANDOVER, MA-01845 Contact Number&e-mail SHAHMU @MERRIMACK.EDU 978-837-5547 Location of Event: DICroce Lobby, MAC Building Type of Event—Parents' Reception(Orientation) Is the event being catered? Yes X No Name of Caterer SODEXO FOOD SERVICE Date&Time of Event: 6/24/2015 4:OOPM TO 8PM Non Profit Organization Other Than Non Profit Wine&Malt X All Alcohol Wine&Malt ALCOHOL MUST BE PURCHASED BY THE LICENSEE FROM A WHOLESALER Has permission been received from the property owner to hold this event? YES Who is serving the alcohol?_SODEXO/MERRIMACK COLLEGE Does the server have liquor liability insurance? YES Have servers had training in alcohol service? TIP CERTIFIED I,the undersigned,understand and agree to the restriction and responsibilities of holding a One Day Alcohol License and certify that I am not prohibited from holding such license. I agree that the Town of North Andover is In no ay respons�,forthe actions of the applicant. Applicant's Signature Date .5/29/,,9_o Massachusetts General Laws,Chapter 138,s 14 HRH ANDOVER "'t \ ---Community Partnership--- - Operations Division Lieutenant Charles P. Gray TO: Karen Fitzgibbons FROM: Lieutenant Charles Gray t' RE: One Day Liquor License Request-Merrimack College June 22&24,2015 DATE: June 1, 2015 i Please be advised that the following request for a one day liquor license has been reviewed. The Police Department recommendation would be that any alcohol being served be in conformance with applicable General Laws,including,but not limited to,MGL Chapter 138, consisting of various applicable sections. The Police would also recommend that all servers for the event be TIP certified. Tips certification for all servers shall be provided prior to the event. Also, all alcohol for the event needs to be purchased from an authorized ABCC wholesaler or distributor. Copies of these invoices shall be turned into the Officer of the Chief of Police no later than one(1)week from the event. These can be delivered United State Postal Service,Electronically, or hand delivered. 1475 Osgood Street, North Andover, Massachusetts 01845 Telephone:978-683-3168 Fax:978-681-1172 TOWN OF NORTH ANDOVER Fire Department Central Fire Headquarters—Fire Prevention Office 124 MAIN STREET NORTH ANDOVER, MASSACHUSETTS 01845 p°RTH Andrew Melnikas °f<«`° q4, ° Telephone(978)688-9593 Fire Chief 0 , ` p FAX (978) 688-9594 Lt. F. McCarthy Fire Prevention Officer SA CH'SACH amelnikasgtownofnorthandover.com Et fmccarthy�ic,townofnorthandover.com Town Clerk Office 124 Main St North Andover,Ma June 3,2015 The Fire Department recommends favorable action in granting a one day[Wine&Malt] alcohol license to Merrimack College on 6-22-15 at the Mac Building,Dicroce Lobby for a parent's reception. i Regards, Lt. Frederick McCarthy Fire Prevention 978-688-9590 TOWN OF NORTH ANDOVER Fire Department Central Fire Headquarters—Fire Prevention Office 124 MAIN STREET NORTH ANDOVER, MASSACHUSETTS 01845 NORTH Andrew Melnikas Telephone(978)688-9593 Fire Chief F = p FAX (978) 688-9594 Lt. F. McCarthy amelnikasgtownofnorthandover.com Fire Prevention Officer 'SS1CH„SEt finccarthygtownofnorthandover.com Town Clerk Office 124 Main St North Andover,Ma June 3,2015 The Fire Department recommends favorable action in granting a one day[Wine&Malt] alcohol license to Merrimack College on 6-24-15 at the Mac Building,Dicroce Lobby for a parent's reception. i i Regards, Lt. Frederick McCarthy Fire Prevention 978-688-9590 i Fitzgibbons, Karen From: Brown, Gerald Sent: Monday, June 01, 2015 1:07 PM To: Fitzgibbons, Karen Subject: RE: 2 One Day Wine & Malt requests The Building has no issues From: Fitzgibbons, Karen Sent: Monday,June 01, 2015 11:32 AM To: Gray, Charles; Melnikas, Andrew; Brown, Gerald Cc: Gallagher, Paul; McCarthy, Fred; Morrison, Diane; Leathe, Brian Subject: 2 One Day Wine &Malt requests Good Morning All, Attached please find 2 One Day Wine & Malt license requests. Please have your recommendations to me no later than Thursday,June 4th. Thank you for your co-operation. Karen 1 ,:re .,. a ""'Y7w, ,�,_ "M � ., r� ,w"�"4'"' r•: ryp " a P .s, M.�.,;m .,,�"%�a a,u wn„ l.,X .s<,.:,,5 .�: c: ,s rw, ,,m'��"' „ '. � ia°7„'�,s'�03"aV.: ,, ,,:r * _:nµ,.a;no..3. :a`"a�.dP"., .�* y.,,n:� :d.... 'R,,..+ra . n¢:[:Bdr. krrr.,w1V.a :•w°p .,.n c :.Gy.,.,wn.�lAft:.. a.,mv.,! adz*,„a,,wX,•,*4aa"o-.. ,�„. Fd,.,,cre o4a$,..,.„w:u'w.mr :�.' . � paa' '�pp , ��„��:,*„,. �P x up11 ,,, �� uX Prppre ren,;„�: ry�� r✓ �!Pfrm,%YI1� �,",�. �: a r swr�l� � ,�r �� �saP¢#t!m mffi � ;dal ,mmklV „:.urmd� „� �re�wa.: .xs�' :.Wm:, pqw �,: � IYm MM�� Mw: , 4 xm� �Pome - ,•... weals.: , m u �. .,: ;::., »». '.,,.jai Morr.�,dsw .:.. � ..ate„• ??..r�„�,cu ~«,��. .,., wr M., r� � :::, ,d a ,.wrn�, V „„„„u., ::�"iwa.� ar V:�:;, n' �•,,.. $ ;pare m xr „ *^*.. fr!.,m✓,° ,� ,; uw�,, �” „?;xPf. �,,,.- r 3�, �,„� �, ,�,;,+��esaw�.,., , a Vu„, aa, �'. �"r':� + ��� � „.�,� mr ¢�. ^�” ” �W"i�l,,„, �.,•� , ,^n t."4.1 w,n :.. ;... w rr n+�. ar w. � ,°- :.w r = ✓r '� -,Vw 'd �, 4.', V v,”' m ' r'�c '�� y !wffi.� {r m mow.*r ¢✓r �, i r' a. �: re.x ;*.w»,ti r.w rrr m R-9 $680,000fd 3 a a United States of America r"4t The Commonwealth of Massachusetts 3 re TOWN OF NORTH ANDOVER ��M501� k rj,(µgr, jmy ui.� GENERAL OBLIGATION 1 Er I MUNICIPAL. PURPOSE LOAN OF 2015 BOND ¶ )r� Interest Maturity Original P N° iX Rate Date CUSIP Issue Date " ppgg� np SIR 2.00°,✓ March 15, 2024 657237 Y72 June 15 2015 I 4r PRINCIPAL AMOUNT: SIX HUNDRED EIGHTY THOUSAND �i OR DOL,LARSd �ma^ RIP REGISTERED OWNER: CEDE; & CO. � r REGISTRATION DATE: JUNE 15, 2015 wSPY 'a REGISTRAR AND y PAYING AGENT: U.S. BANK NATIONAL ASSOCIATION ,a The Town of North Andover, Massachusetts (the "Town"), for value received, promises to pay to the Registered Owner of this bond or registered assigns the Principal.Amount specified above, in lawful money of the United � l � , , States of America, on the Maturity Date unless this bond is called for earlier , { r.,� ,, redemption, upon presentation and surrender hereof, with interest (calculated on )P4 the basis of a 360-day year of twelve 30-day months) at the Interest Rate per p ye 3 annum,payable on September 15, 2015 and semiannually thereafter on March 15 s and September 15 of each year(each, an 'Interest Payment Date ) until the 40 IM Principal Amount is paid or has been duly provided for. This bond will bear interest from the most recent Interest Payment Date to which interest has been =1 paid or, if no interest has been paid, from the Original Issue Date. The record pp {M date for the payment of interest on this Bond shall be the last business day of the �lI' month preceding an interest payment date, �� ^,$ This bond is one of an issue of$9,435,000 aggregate principal amount REP �1 issued by the Town pursuant to Chapter 44 of the General Laws as amended for design equipment roads sidewalks buildings paving remodeling information technology, energy conservation improvements and refunding purposes. The Ta P M m E 7s�E rernr, wV: .a 4 nr. .,., ' ,rn r:'w ,n, m i�, ti ,.a :,n ... „"�,.a'�a •9;:/ :J 41 "V ,;,�. "m r ty, -rR �* 9,. l:w .;d�s ..iX.:, "r q§M,�„;%r w"xd?mm:.„¢afrdk aXr.*cN.i #, ,.,,°,' sw rlk d 'r><".:. uare ,..,w �,f g „.: vn.V9'4f,l",,c v"'�: .. :.�'u. �.�1a ..=s'w:n m���,w„. bonds are issuable only in fully registered form in the denomination of five thousand dollars ($5,000) or any integral multiple thereof. The bonds are general obligations of the Town and the full faith and credit of the Town is pledged for the payment of principal of and interest on the bonds as the same shall become due and payable, The bonds are being issued by means of a book entry system, with bond certificates immobilized at "The Depository Trust Company,New York,New York ("DTC") evidencing ownership of the bonds in principal amounts of five thousand dollars ($5,000) or integral multiples thereof and with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Bond certificates are not available for distribution to the public. The principal or redemption price, if any, of and interest on this bond are payable by US. Bank.National Association, or its successor as paying agent (the "Paying Agent") for the Town, to the Registered Owner of this bond, as nominee of DTC. Transfer of principal, redemption price, if any, and interest payments to participants of DTC is the responsibility of DTC; transfer of principal, redemption price, if any, and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners, The Town is not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. In the event that (a) DTC determines not to continue to act as securities depository for the bonds or (b) the Town Treasurer determines that continuation of the book entry system of evidence and transfer of ownership would adversely affect the interests of the beneficial owners of the bonds, the Town will discontinue the book entry system with DTC. If the Town fails to identify another qualified securities depository to replace DTC, the Paying Agent will authenticate and deliver replacement bonds in the form of fully registered certificates, This bond is transferable only upon the books of'the Town which shall be Dept for such purpose by the Paying Agent. This bond may not be transferred or exchanged in a manner which would involve the delivery of bond certificates to the beneficial owners of bonds unless the book envy system has been discontinued by the Town in accordance with the preceding paragraph, in which case replacement bonds may be issued in accordance with law and such procedures as the Town Treasurer shall deem appropriate. The bonds of this issue (except the bonds maturing on or before March 15, 2023, which are not subject to redemption prior to maturity) are redeemable prior to maturity on or after March 15, 2023, at the option of the Town, as a whole or in part at any time, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date. The bonds of this issue maturing on March 15, 2031, unless called for earlier redemption as provided above, shall be retired in part prior to maturity by mandatory serial redemptions in the principal amounts specified below, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date; Principal Date Amount March 15, 2028 $395,000 March 15, 2029 330,000 March 15, 2030 330,000 March 15, 2031 (maturity) 330,000 The Town may purchase all or any portion of the Term Bond from any available fiends at a price not exceeding par and accrued interest. Any principal amount of the Term Bond purchased and surrendered to the Paying Agent prior to January 15 in a year in which mandatory redemption is required for the Term Bond (unless previously applied as a credit against a mandatory redemption requirement) shall be credited against the principal amount required to be called and prepaid or paid on the following March 15, In the event any bonds are called for redemption, notice will be sent by registered mail not more than sixty (60) days nor less than thirty (30) days prior to the redemption date to the registered owner of such bonds, as nominee of DTC. It will be the responsibility of DTC and its participants to give notice of the redemption to beneficial owners of the bonds to be redeemed. With respect to the redemption of any such bond, failure to mail notice to the registered owner of any other bond, any defect in the notice to the registered owner of any other bond, or failure by DTC and its participants to provide notice of redemption to the beneficial owners of such bond will not affect the redemption of such bond. Notice of redemption having been duly given, the bonds to be redeemed, or the portions called for redemption, will become due and payable on the redemption date at the applicable redemption price and, moneys for the redemption having been deposited with the Paying Agent, from and after the date fixed for redemption interest on such bonds, or such portions, will no longer accrue, With respect to any bond subject to redemption, portions of the principal amount of such bond in the amount of five thousand dollars ($5,000) or any multiple thereof may be redeemed. In the event of such a partial redemption, the identity of the beneficial owners whose beneficial interests in any such bond are to be redeemed and the amount of any such redemption shall be determined by DTC and its participants by lot in such manner as DTC and its participants shall deem appropriate. If less than all of the principal amount of any bond is to be redeemed, upon surrender of such bond to the Paying Agent there will be issued to the registered owner, without charge, a new bond for the unredeemed principal sum:, I The Town hereby covenants that it will take all lawful action necessary to comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the bonds in order that interest on the bonds be and continue to be excluded from gross income for federal income tax purposes and it will refrain from taking any action that would cause interest on the bonds to become included in gross income for federal income tax purposes. In connection with the offering of the bonds the Town has executed a Continuing Disclosure Certificate (as it may be amended from time to time, the "Certificate"). The Town hereby covenants to comply with the provisions of the Certificate, and reference is made to the Certificate for a description of the nature and extent of the obligations of the Town and the rights of the owners of the bonds under the Certificate. The Certificate is described in the Official Statement relating to the bonds. A copy of the Certificate is available from the Town upon request. TOXIN OF NORTH ANDOVER, MASSACHUSETTS By: Treasurer it Countersigned; electmen (Town Sea]) it I LEGAL OPINION The following opinion is based on facts and the law existing on the date of original delivery of the bonds described therein, LOCIrE LORD LLP 111 Huntington Avenue Boston, Massachusetts Jennifer Yarid, Treasurer Town of North Andover North Andover, Massachusetts $9,435,000 Town of Forth Andover, Massachusetts General Obligation Municipal Purpose Loan of 2015 Bonds Dated June 1.5, 2015 We have acted as bond counsel to the Town of North Andover, Massachusetts (the"Town") in connection with the issuance by the Town of the above-referenced bonds (the "Bonds"). In such capacity, we have examined the lava and such certified proceedings and other papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion we have relied upon representations and covenants of the Town contained in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based on our examination, we are of the opinion, under existing law, as follows: I. The Bonds are valid and binding general obligations of the Town and, except to the extent they are paid from other sources, the principal of and interest on the Bonds are payable from taxes which may be levied upon all taxable property in the Town, subject to the limit imposed by Chapter 59, Section 21 C of the General Laws. 2. Interest on the Bonds is excluded from the gross income of the owners of the Bonds for federal income tax purposes. In addition, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. however, such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. In rendering the opinions set forth in this paragraph, we have assumed compliance by the Town with all requirements of the Internal Revenue Code of 19$6 that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, and continue to be, excluded from gross income for federal income tax purposes. The Town has covenanted to comply with all such requirements. Failure by the Town to comply with certain of such requirements may cause interest on the Bonds to become included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. Except as expressed in paragraph 4 below, we express no opinion regarding any other federal tax consequences arising with respect to the Bonds. 3. Interest on the Bonds is exempt from Massachusetts personal income taxes and the Bonds are exempt from Massachusetts personal property taxes. We express no opinion regarding any other Massachusetts tax consequences arising with respect to the Bonds or any tax consequences arising with respect to the Bonds under the laws of any state other than Massachusetts, 4. The Bonds are qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code. This opinion is expressed as of the date hereof, and we neither assume nor undertake any obligation to update, revise, supplement or restate this opinion to reflect any action taken or omitted, or any facts or circumstances or changes in law or in the interpretation thereof, that may i hereafter arise or occur, or for any other reason, The rights of the holders of the Bonds and the enforceability of the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate eases, LOCKE LORD LLP AM 50663340.1 I ...... ,.� W,�,n?.A. {. �'y. r1W �r"�. .t,aare �.«,. tiga,. ,,rx"%". A "•..- t t ,�..,, t;J*,.. ;,,r 6 '...„g ,„A.�i?. rn m,s +IP ..;.M�, ,., „'"(, uGa,� �' � io. �.u.:„.„a ,tu71"' ,,�F.!$�"""w.... 'P ,,. P1:: x d$ ,w, ,,., eie•..Rd :xw";....rw$ e, �wm.$..s w$ ..� i„;Y w . rw$ ,� ,,,;, wmt em..a, "% 'b..,c$.. +�i� raa,..'�$ ...,:15 ,n e,d�.i.:y^a, ,..��u ;:.dA� A�� :, : ;.mdm�tl tN�$rf®- .., &Po�4.!avx ,»,9Y 9re. v A.M., ar®�.,r, „, wun”,..tlPo& M .a,.. : WWNO vauxn}!14NRw r ;e. +V'W Neu MOU, „�:.wr~.�k "•.4�"".�° ... �a.� ✓,k ...�, ... r o. P .�w ..�, G C?... ..:....,f V .:, i P ii"w...,. t.:-.,m. C.,,i,.r p v ...,,. ,,w i.v d "�u �� ,�,� n� ,r. ",.z,, i..,C,,. ,un.,,,, r. - ,•s b4,. r,a ,R,.R .. ,,....;,r s ,,.„.. % �,.,, i d a ,...,,,,xt .:.�.w „ .,..... � .....,...,. „�+....< t4.,. R ,.dr� par �dv,,v yvku zm.'” :.ti. t �tkp, R-10 $675,000 :0 h'o �11 � s- Pp.wg9 d 10 f1 Oaf , United. States of America , i The Commonwealth of Massachusetts ����o �° TOWN OF NORTH ANDOVER "11 RAVI, GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2015 BOND ee$ �� Interest Maturity Original Rate Date CUSIP Issue Date 2.10% March 15 2025 657237 Y80 June 15 2015 PRINCIPAL AMOUNT: SIX HUNDRED SEVENTY-FIVE THOUSAND DOLLARS pl g W, x r REGISTERED OWNER: CEDE & CO, a m' 1 ° REGISTRATION DATE: .TUNE 15, 2015 i REGISTRAR AND PAYING AGENT:. U.S. BAND NATIONAL ASSOCIATION 1R' The Town of North Andover, Massachusetts (the "Torun"), for value1 = p � received, promises to pay to the registered Owner of this bored or registered" t � assigns the Principal. Amount specified above, in lawful money of the United States of America on the Maturity Date unless this bond is called for earlier 1 redemption, upon presentation and surrender hereof, with interest (calculated on Mp , y1f the basis of a 360-day year of twelve 30-day months) at the Interest Rate per ie annum, payable on September 15, 2015 and semiannually thereafter on March 15 h,, xGl and September 15 of each year (each, an"Interest Payment Date") until the K' �a klPrr � ��, ��g Principal Amount is paid or has been duly provided for. This bond will bear it interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the Original Issue Date. The record , 1 i date for the payment of interest on this Bond shall be the last business day of the q P �jk month preceding an interest payment date. Y ` .� This bond is one of an issue of$9,435,000 aggregate principal amount FIR Olt ,r N issued by the Town pursuant to Chapter 44 of the General Laws as amended for design, equipment,roads, sidewalks, buildings, paving, remodeling, information 11i technology, energy conservation improvements and refunding purposes. The fir2 sa_ �u:n�.���.. ,� ,x r., v�._ ::: -1:. �'- „�n> r., �::, ✓ -::,�. .er%,_. ..,,:° .a� ,��",;.-,..r ,-�;�, :�.,`'.� ' .,.� ,,,:.>,r<i�;,, 'Rkt�d,, ...s.. .,,,,a y ,.;✓.,rr €r�-, ,m„ ,,,, ✓,. w ..,. �„ ,„,, r ar., Y,�, t,,,,.� h 4 t a r.,. as J^° y� .7 „I r ,,, Y J � z ,:41 wk � .,wx4P 1�, :& �fGn w � rr „a. �, r „✓ } ,.v .,x°°� I d ,��.�.� Vw.S J' '�' - ? ,�iy w :p ��A�. "”" +u as +su�,�,Pw,, a'I„x„ «,w ,^+,,.� :�dY.h,:w�.Pry i� gg@�nx�;w;' .x�±5: �u a it rn•' �,'�,,w.;,�.���i.. y� �� R,;;.�.. nd,.��@W'#� NRY msy.,PoW� p • ih u' 71c ,r � "� nraq d, sr v ,��.�d ,` ,d6"Gw ..,n„JdC^ r, hb ad o hn�`r4 � , p,�d. r,,•hr fl .,,V� 1 : r «„ $ y , -,r,,„,tR m ,✓, �r .x i .�,n � :n, ,v $ •a„, k° r$ ,n.�, a,� Jt v«.,„ a$ Rr„, $ a a�� 0 e,. . kmd.r..'"•u 9 � .:_�,. B.w 8 r . �..� �MV',�.r�� i R)B ,.��� h :, n&, � J d R..,ry ,,u�a xm! »,sd�.l nd�#dmvsy.Y, ° �,,,JL w "w,;;'.,.u�$'"""•.er» w;„>':wr .Wn bonds are issuable only in fully registered form in the denomination of five thousand dollars ($5,000) or any integral multiple thereof. j The bonds are general obligations of the Town and the full faith and credit. of the Town is pledged for the payment of principal of and interest on the bonds as the same shall become due and payable. The bonds are being issued by means of a book entry system, with bond certificates immobilized at The Depository Trust Company,New York,New York ("DTC") evidencing ownership of the bonds in principal amounts of five thousand dollars ($5,000) or integral multiples thereof and with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Bond certificates are not available for distribution to the public. The principal or redemption price, if any, of and interest on this bond are payable by U.S. Bank National Association, or its successor as paying agent (the "Paying Agent") for the Town, to the Registered Owner of this bond, as nominee of DTC. Transfer of principal, redemption price, if any, and interest payments to participants of DTC is the responsibility of DTC; transfer of principal, redemption price, if any, and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The Town is not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants, In the event that (a) DTC determines not to continue to act as securities depository for the bonds or (b) the Town Treasurer determines that continuation of the book entry system of evidence and transfer of ownership would adversely affect the interests of the beneficial owners of the bonds, the Town will discontinue the book entry system with DTC. If the Town fails to identify another qualified securities depository to replace DTC, the Paying Agent will authenticate and deliver replacement bonds in the form of fully registered certificates. This bond is transferable only upon the books of the Town which shall be kept for such purpose by the Paying Agent. This bond may not be transferred or exchanged in a manner which would involve the delivery of bond certificates to the beneficial owners of bonds unless the book entry system has been discontinued by the Town in accordance with the preceding paragraph, in which case replacement bonds may be issued in accordance with law and such procedures as the Town Treasurer shall deem appropriate. The bonds of this issue (except the bonds maturing on or before March 15, 2023, which are not subject to redemption prior to maturity) are redeemable prior to maturity on or after March 15, 2023, at the option of the Town, as a whole or in part at any time, at a price equal to the principal amount to be redeemed (without. premium) plus accrued interest to the redemption date. The bonds of this issue maturing on March 15, 2031, unless called for earlier redemption as provided above, shall be retired in part prior to maturity by mandatory serial redemptions in the principal amounts specified below, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date: Principal Date Amount March 15, 2028 $395,000 March 15, 2029. 330,000 March 15, 2030 330,000 March 15, 2031 (maturity) 330,000 The Town may purchase all or any portion of the Term Bond from any available funds at a price not exceeding par and accrued interest. Any principal amount of the Term Bond purchased and surrendered to the Paying Agent prior to January 15 in a year in which mandatory redemption is required for the Term Bond (unless previously applied as a credit against a mandatory redemption requirement) shall be credited against the principal amount required to be called and prepaid or paid on the following March 15. In the event any bonds are called for redemption, notice will be sent by registered mail not more than sixty (60) days nor Less than thirty (30) days prior to the redemption date to the registered owner of such bonds, as nominee of DTC.. It will be the responsibility of DTC and its participants to give notice of the redemption to beneficial owners of the bonds to be redeemed. With respect to the redemption of any such bond, failure to mail notice to the registered owner of any other bond, any defect in the notice to the registered owner of any other bond, or failure by DTC and its participants to provide notice of redemption to the beneficial owners of such bond will not affect the redemption of such bond. Notice of redemption having been duly given,the bonds to be redeemed, or the portions called for redemption, will become due and payable on the redemption date at the applicable redemption price and, moneys for the redemption having been deposited with the Paying Agent, from and after the date fixed for redemption interest on such bonds, or such portions, will no longer accrue. With respect to any bond subject to redemption, portions of the principal amount of such bond in the amount of five thousand dollars ($5,000) or any multiple thereof may be redeemed. In the event of such a partial redemption, the identity of the beneficial owners whose beneficial interests in any such bond are to be redeemed and the amount of any such redemption shall be determined by DTC and its participants by lot in such manner as DTC and its participants shall deem appropriate. if less than all of the principal amount of any bond is to be redeemed, upon surrender of such bond to the Paying Agent there will be issued to the registered owner, without charge, a new bond for the unredeemed principal SUM. The Town hereby covenants that it will take all lawful action necessary to comply with all requirements of the Internal Revenue Code of 1 986, as amended, that must be satisfied subsequent to the issuance of the bonds in order that interest on the bonds be and continue to be excluded from gross income for federal income tax purposes and it will refrain from taking any action that would cause interest on the bonds to become included in gross income for federal income tax purposes. In connection with the offering of the bonds the Town has executed a Continuing Disclosure Certificate (as it may be amended from time to time, the "Certificate"). The Town hereby covenants to comply with the provisions of the Certificate, and reference is made to the Certificate for a description of the nature and extent of the obligations of the Town and the rights of the owners of the bonds under the Certificate. The Certificate is described in the Official Statement relating to the bonds. A copy of the Certificate is available from the Town upon request. TOWN OF NORTH ANDOVER, MASSACHUSETTS By { r -Treasurer Countersigned: / 1 w clectmen (Town Seal) i LEGAL OPINION The following opinion is based on facts and the law existing on the date of original delivery of the bonds described therein. LOCKE LORD LLP 111 Huntington Avenue Boston, Massachusetts Jennifer Yarid, Treasurer Town of North Andover North Andover, Massachusetts $9,435,000 Town of North Andover, Massachusetts General Obligation Municipal Purpose Loan of 2015 Bonds Dated June 15, 2015 We have acted as bond counsel to the Town of North Andover, Massachusetts (the "Town") in connection with the issuance by the Town of the above-referenced bonds (the "Bonds"), In such capacity, we have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion we have relied upon representations and covenants of the Town contained in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation.. Based on our examination, we are of the opinion, under existing law, as follows; 1. The Bonds are valid and binding general obligations of the Town and, except to the extent they are paid from other sources, the principal of and interest on the Bonds are payable from taxes which may be levied upon all taxable property in the Town, subject to the limit imposed by Chapter 59, Section 21 C of the General Laws, 2. Interest on the Bonds is excluded from the gross income of the owners of the Bonds for federal income tax purposes. In addition, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. However, such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. In rendering the opinions set forth in this paragraph, we have assumed compliance by the Town with all requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, and continue to be, excluded from gross income for federal income tax purposes. The Town has covenanted to comply with all such requirements. Failure by the Town to comply with certain of such requirements may cause interest on the Bonds to become included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. Except as expressed in paragraph 4 below, we express no opinion regarding any other federal tax i consequences arising with respect to the Bonds. 3. Interest on the Bonds is exempt from Massachusetts personal income taxes and the Bonds are exempt from Massachusetts personal property taxes. We express no opinion regarding any other Massachusetts tax consequences arising with respect to the Bonds or any tax consequences arising with respect to the Bonds under the laws of any state other than Massachusetts. 4. The Bonds are qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code. This opinion is expressed as of the date hereof, and we neither assume nor undertake any obligation to update,revise, supplement or restate this opinion to reflect any action taken or ornitted, or any facts or circumstances or changes in law or in the interpretation thereof, that may hereafter arise or occur, or for any other reason.. The rights of the holders of the Bonds and the enforceability of the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. LocKF LORD LLP AM 50663340,1 i i arm �,�a, w:�r� � ��� �� � ��:• ,x�� • �� :��a� ~c .m mew., ,� ,4,^emwxaX r. 6A,,,p,�mM w ,� �,^r,�sm*w �,,•�a, a„�";,,� ,ar�v, � .i, �F�• ,.�� `a,^� a� � �a ,� ��,�,c� .w r��a5 r. � is z, �.� � «aws�9'WAi,+r n u`�R �...a,k'S„$7'$w.. ��''a dere;IP,• � �%tm�m re�'�-sr.rn n :.w«» „�w ti�%t'7* �+'45P%7.,Fa �d4 m aP .”" n,Ma a A w +,. ,a �,� "s” r� ..,!$�,., r ,�e�u Y � a� �°�u r: .�c 4 -, en t• ,$ ..,,,�.. a .a, ,k;; :�,;enw .r, r,�,�., n:.:�.r �` ,��a,n wp ,. .,.A.r w. ;F,'� ,.6nw wn a�' s br`✓iV,ti,'q".r fj4 'yak:: �',�. 1•'•µ✓.,./'` ;¢ .;t✓ vtv .f.� '�, J �,s �+.'��� tt `p Pry z "4w R-11 $540,000 r 1� ds� United States of Americas rrt t The Commonwealth of Massachusetts, n fi Al TOWN OF NORTH ANDOVER ��', qlk " all F GENERAL OBLIGATION r� NMI N A MUNICIPAL PURPOSE LOAN OF 2015 BOND 4MA d Interest Maturity Original " 7R+1 Date Date CUSIP Issue Datewl ,:, 3.00% March 15, 2026 657237 Y98 June 15, 2015 v y PRINCIPAL AMOUNT: FIVE HUNDRED FORTY THOUSAND y� a DOLLARS ; er p M . REGISTERED OWNER: CEDE & CO. �y 4,11 20 . REGISTRATION DATE: JUNE 15, 2415 , REGISTRAR AND J ° PAYING AGENT: U.S. BAND NATIONAL ASSOCIATION F ` ' �: P he Town of North.Andover, Massachusetts (the "Town"), for value etifi gf received,promises to pay to the Registered Owner of this bond or registeredp� `' Sm: 9 � assigns the Principal Amount specified above, in lawful money of the United States of America on the Maturity Date unless this bond is called for earlier " u , � y lar redemption, upon presentation and surrender hereof, with interest (calculated on P w m aT 1 the basis of a 360-day year of twelve 30-day months) at the Interest Rate per f rry , annum, payable on September 15 2015 and semiannually thereafter on March 1.5 wl. and September 15 of each year (each, an "Interest Payment Date")until the " qF Principal Amount is paid or has been duly provided for, This bond will bear ;'wl''� ' Epp �A interest from the most recent Interest Payment Date to which interest has been aid or, i E'no interest has been aid from the Original Issue Date, The record p paid, g ry' date for the payment of interest on this Bond shall be the last business day of the month preceding an interest payment date, I a ,A r This bond is one of an issue of$9,435,000 aggregate principal amount �h� A issued by the Town pursuant to Chapter 44 of the General Laws as amended for design, equipment, roads, sidewalks, buildings, paving, remodeling, information JFY technology, energy conservation improvements and refunding purposes. The ILI n r �` ��' co< w .x .%..� >. „ae uw'T .� „n.,Y ,.r, ,N '%u wa, r,M,,;. ,1 ;a -.,...� .,,.� r� ,r,,., .,,r,.w M ry fir.. r'i"tMaz.�,y, �,;Y! e R d„ ;.,u,:z}!M`t�,✓ a It:w as '� *a;`:F . a R ,NOx,l,n96w, 'Ir'� DIY�,:, w,✓ : .uenX�. +1� $-dnuma ':..,;�d� "�p�,".,; ak ,.cu rn r,.P.,§Wa � Ren nvr'i f. Bu, @R, n, 'wz C�fl'9 'r ,. �9'A%. (l g'i- $, gym?-- ��",�,.. .c�a F � u� 1 ��� z$*... , 8ffiaoi, r � 6..°, �1 ^. yd� ,a'•.,,.,,��� � ,.P�.Yd F&r. �. �;w.. 8 a. �'%y as ,'.ry ;e�s.�*y"".nY'.,yQ,°�k aa�w,"a"ti: �t,."u1.; �H �rw�Yd�.:�i}Ir$.Y,,, :.,�,a.n,°�'aa."wr.'�"..,�:�' :.: „wlr,,n., 1i`*M"araWmm4"�%ardS:nkas»:9,�,k,�,!afw-ww'r�'"aawua.�Q,"M.M;�bns"��a'd..�r ',m.. o ��ya� t�c�::.Xam.mama.F�.�:x:`we.,aaw;,":�..�..a :wry",'��: a'c;aJ„...L�S..�u,a°.`uYF�"dra,�"em•P��.,i;,,,, ” bonds are issuable only in fully registered form in the denomination of five thousand dollars ($5,000) or any integral multiple thereof. The bonds are general obligations of the Town and the full faith and credit of the Town is pledged for the payment of principal of and interest on the bonds as the same shall become due and payable. I The bonds are being issued by means of a book entry system, with bond certificates immobilized at The Depository Trust Company,New York,New York ("DTC") evidencing ownership of the bonds in principal amounts of five thousand dollars ('$5,000) or integral multiples thereof and with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Bond certificates are not available for distribution to the public, The principal or redemption price, if any, of and interest on this bond are payable by U.S. Bank National Association, or its successor as paying agent (the "Paying Agent") for the Town, to the Registered Owner of this bond, as nomince of DTC, Transfer of principal, redemption price, if any, and interest payments to participants of DTC is the responsibility of DTC; transfer of principal, redemption price, if any, and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The Town is not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. In the event that (a) DTC determines not to continue to act as securities depository for the bonds or (b) the Town Treasurer determines that continuation of the book entry system of evidence and transfer of ownership would adversely affect the interests of the beneficial owners of the bonds, the Town will discontinue the book entry system with DTC. If the Town fails to identify another qualified securities depository to replace DTC, the Paying Agent will authenticate and deliver replacement bonds in the form of fully registered certificates. This bond is transferable only upon the books of the Town which shall be kept for such purpose by the Paying Agent. This bond may not be transferred or exchanged in a manner which would involve the delivery of bond certificates to the beneficial owners of bonds unless the book entry system has been discontinued by the Town in accordance with the preceding paragraph, in which. case replacement bonds may be issued in accordance with law and such procedures as the Town Treasurer shall deem appropriate, The bonds of this issue (except the bonds maturing on or before March 15, 2023, which are not subject to redemption prior to maturity) are redeemable prior to maturity on or after March 1.5, 2023, at the option of the Town, as a whole or in part at any time, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date. The bonds of this issue maturing on March 15, 2031, unless called for earlier redemption as provided above, shall be retired in part prior to maturity by mandatory serial redemptions in the principal amounts specified below, at a price equal to the principal amount to be redeemed (without premium) plus accrued. interest to the redemption date: Principal. Date Amount March 15, 2028 $395,000 March 15, 2029 330,000 March 15,2030 330,000 March 15, 2031 (maturity) 330,000 The Town may purchase all or any portion of the Term Bond from any available funds at a price not exceeding par and accrued interest. Any principal amount of the Term Bond purchased and surrendered to the Paying Agent prior to January 15 in a year in which mandatory redemption is required for the Term Bond (unless previously applied as a credit against a mandatory redemption requirement) shall be credited against the principal amount required to be called and prepaid or paid on the following March 15. In the event any bonds are called for redemption, notice will be sent by registered mail not more than sixty(60) days nor less than thirty (30) days prior to the redemption date to the registered owner of such bonds, as nominee of DTC, It will be the responsibility of DTC and its participants to give notice of the redemption to beneficial owners of the bonds to be redeemed. With respect to the redemption of any such bond, failure to mail notice to the registered owner of any other bond, any defect in the notice to the registered owner of any other bond, or failure by DTC and its participants to provide notice of redemption to the beneficial owners of such bond will not affect the redemption of such bond. Notice of redemption having been duly given, the bonds to be redeemed, or the portions called for redemption, will become due and payable on the redemption date at the applicable redemption price and, moneys for the redemption having been deposited with the Paying Agent, from and after the date fixed for redemption interest on such bonds, or such portions, will no longer accrue. With respect to any bond subject to redemption, portions of the principal amount of such bond in the amount of five thousand dollars ($5,000) or any multiple thereof may be redeemed. In the event of such a partial redemption, the identity of the beneficial owners whose beneficial interests in any such bond are to be redeemed and the amount of any such redemption shall be determined by DTC and its participants by lot in such manner as DTC and its participants shall deem appropriate. If less than all of the principal amount of any bond is to be redeemed, upon surrender of such bond to the Paying Agent there will be issued to the registered owner, without charge, a new bond for the unredeemed principal SUM. The Town hereby covenants that it will take all lawful action necessary to comply with all requirements of the Internal.Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the bonds in order that interest on the bonds be and continue to be excluded from gross income for federal income tax purposes and it will refrain from taking any action that would cause interest on the bonds to become included in gross income for federal income tax purposes. In connection with the offering of the bonds the Town has executed a Continuing Disclosure Certificate (as it may be amended from time to time, the "Certificate"). The Town hereby covenants to comply with the provisions of the Certificate, and reference is made to the Certificate for a description of the nature and extent of the obligations of the Town and the rights of the owners of the bonds under the Certificate. The Certificate is described in the Official Statement relating to the bonds. A copy of the Certificate is available from the Town upon request. TOWN OF NORTH ANDOVER, MASSACHUSETTS e � f 1 f p rea surer Countersigned: A Selectmen (Town Sea]) I LEGAL OPINION The following opinion is based on facts and the law existing on the date of original delivery of the bonds described therein. LOCKE LORD LLP 111 Huntington Avenue Boston, Massachusetts Jennifer Y arid, Treasurer Town of North Andover North Andover, Massachusetts. $9,435,000 Town of North Andover, Massachusetts General Obligation Municipal Purpose Loan of 2015. Bonds Dated June 15, 2015 We have acted as bond counsel to the Town of North Andover, Massachusetts (the "Town") in connection with the issuance by the Town of the above-referenced bonds (the "Bonds"), In such capacity, we have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion we have relied upon representations and covenants of the Town contained in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based on our examination, we are of the opinion, under existing law, as follows: 1, The Bonds are valid and binding general obligations of the Town and, except to the extent they are paid from other sources, the principal of and interest on the Bonds are payable from taxes which may be levied upon all taxable property in the Town, subject to the limit imposed by Chapter 59, Section 21C of the General Laws, 2. Interest on the Bonds is excluded from the gross income of the owners of the Bonds for federal income tax purposes. In addition, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. However, such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. In rendering the opinions set forth in this paragraph, we have assumed compliance by the Town with all requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, and continue to be, excluded from gross income for federal income tax purposes. The Town has covenanted to comply with all such requirements. Failure by the Town to comply with i I I certain of such requirements may cause interest on the Bonds to become included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. Except as expressed in paragraph 4 below, we express no opinion regarding any other federal tax consequences arising with respect to the Bonds. 3. Interest on the Bonds is exempt from Massachusetts personal income taxes and the Bonds are exempt from Massachusetts personal property taxes. We express no opinion regarding any other Massachusetts tax consequences arising with respect to the Bonds or any tax consequences arising with respect to the Bonds under the laws of any state other than Massachusetts. 4. The Bonds are qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code. This opinion is expressed as of the date hereof, and we neither assume nor undertake any obligation to update, revise, supplement or restate this opinion to reflect any action taken or omitted, or any facts or circumstances or changes in law or in the interpretation thereof, that may hereafter arise or occur, or for any other reason. The rights of the holders of the Bonds and the enforceability of the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases, LOCI{E LORD LLP AM 50663340.1 I .......... .w,�J,mom. ',w.,a R ar, r ""'�S s �"+„"my�a°�," tX '..t, �'.", sH ""fwA:, r�reP ¢a ,.r•�r •I,. „u.a qry!., �a... w*, .r Nw '°°°G"a��. t ad. ,:a, ,�+, �„1� ro!t r {t,�i.re J �i:,t ,rt ,:I� „tA�„ ,.aw,,t 9 r,«„ t..,. �„w Art „SR,re ',rra 1� A ~♦ ff n: �kti,�1 �%{ '& re.nml. .;,r��W��a,,,gYr•9` a v..xen$s.�rf ,,„,�a�d'%M.bt "u .r.:e A. I�: ,.+ kr m �A a�- .4. dle,w� i`d PoOSr.: n.,�l. ,.! N.,,�ro w,Jdd' ,,:.R' e„ Xis .�.m.. .,.ert W s� � vA� µ bnrram,+�,rt�� , � � +hw a�qy� .n tl ,� �,„, bra✓"b~�atw� ®AA +rYwn+. +ataa�ca0.�,: u ,+� .A �r�l�re�}� �r;���:�`: V "�” I's ,�.a�'rggri. ,�r a .X..dy',3�"x"rX �,,, !a "u2° ,,'a” ^, 'a�;r 's^'ad � ;, u�w Y,�..d���: ° A,✓„ro"t��l%"yk:� .... .... J„rr R-12 $530,000 , — United States of America ' A. a The Commonwealth of Massachusetts �, � tl k TOWN OF NORTH ANDOVER GENERAL OBLIGATION ° iw a, MUNICIPAL PURPOSE LOAN OF 2015 BOND AEI rf Y�4dN lip, 7 ,qa auR` Interest Maturity Original Rate Date CUSIP Issue Date V aak � 3.00% March 15, 2027 657237 Z22 .Tune 15, 2015 PRINCIPAL AMOUNT: FIVE HUNDRED THIRTY THOUSAND J rfk � � DOLLARS t REGISTERED OWNER: CEDE & CO. REGISTRATION DATE: .TUNE 15, 2015 aj REGISTRAR AND RAW, PAYING AGENT: U.S. BANK NATIONAL ASSOCIATION t l l g The 'town of North Andover, Massachusetts (the "Town"), for value It xA received promises to y�a'�/ to the Registered Owner of this bond or registered �". assigns the Principal Amount specified above in lawfiil money of the United ` States of America, on the Maturity Date unless this bond is called for earlier �Y '1�i�a'a reJr`a's�fYl �; e redemption, upon presentation and surrender hereof, with interest (calculated on ro° the basis of a 360-day year of twelve 30-day months) at the Interest Rate per annum payable on September 15 2015 and semiannually thereafter on Mare 15pl'� T and September 15 of each year (each, an"Interest Payment Date") until the at= Principal Amount is paid or has been duly provided for. This bond will bear. '" N interest from the most recent Interest Payment Date to which interest has beeni�� e paid or, if no interest has been paid, froin the Original Issue Date. The record i date for the payment of interest on this Bond shall be the last business day of the i �aV month preceding an interest payment date, This bond is one of an issue of$9 435 000 aggregate principal amount s > issued by the Town pursuant to Chapter 44 of the General Laws as amended for j ,i�, design, equipment, roads, sidewalks, buildings, paving, remodeling, information 1 J � �roa t technology, energy conservation improvements and refunding purposes. The Vc f C � � -,. ..L: °a ;ti ..�.:.,..„:.1@ ,.. '•,M� r"tt ,,,.;; , c. kkYr. ,... vro�� ..., ,.,,f�; Y,",.,�, R,I. ,.+,,. .i,: ., t d, -.I 4 .pfd 1, �, � t�.: . ✓,C �V: ~r M .:,.WUm a�,. .fi ,,. :�„, !, «,,,, 'b�,,.a:. ,<.N:E I..,, h,,ww P .�' ., ,. �:,+ w"yw. i!,. ��,, � �. ^u, , ,,. �A t. . . v u �n.f ,m'..� ''� ', a pA A �, �w,y ,um�A �' Ary�:. M.. XiA •m mA „,a. u m � �� z., �; a Ip,,� r,:�`�ma�r� : .aRta. a N� � :,:a r t, N I r<� ~u �R.tG...,r � aal , � a� .�,�r naesE �w�✓�r �. , ,s Aay „� bonds are issuable only in fully registered form in the denomination of live thousand dollars ($5,000) or any integral multiple thereof. The bonds are general obligations of the Town and the full faith and credit of the Town is pledged for the payment of principal of and interest on the bonds as the same shall became due and payable. i The bonds are being issued by means of a book entry system, with bond certificates immobilized at The Depository Trust Company, New York, New York ("DTC") evidencing ownership of the bonds in principal amounts of five thousand dollars ($5,000) or integral multiples thereof and with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Bond certificates are not available for distribution to the public. The principal or redemption price, if any, of and interest on this bond are payable by U.S. Bank National Association, or its successor as paying agent (the "Paying Agent") for the Town, to the Registered j5 Owner of this bond, as nominee of DTC. Transfer of principal, redemption price, if any, and interest payments to participants of DTC is the responsibility of DTC, transfer of principal, redemption price, if any, and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The Town is not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. 1 In the event that (a) DTC determines not to continue to act as securities depository for the bonds or (b) the Town Treasurer determines that continuation of the book entry system of evidence and transfer of ownership would adversely affect the interests of the beneficial owners of the bonds, the Town will discontinue the book entry system with DTC. if the "Town fails to identify another qualified securities depository to replace DTC, the Paying Agent will authenticate and deliver replacement bonds in the form of fully registered certificates. This bond is transferable only upon the books of the Town which shall be kept for such purpose by the Paying Agent. This bond may not be transferred or exchanged in a manner which would involve the delivery of bond certificates to the beneficial owners of bonds unless the book entry system has been discontinued by the Town in accordance with the preceding paragraph, in which case replacement bonds may be issued in accordance with law and such procedures as the Town Treasurer shall deem appropriate. The bonds of this issue (except the bonds maturing on or before March 15, 2023, which are not subject to redemption prior to maturity) are redeemable prior to maturity on or after March 15, 2023, at the option of the Town, as a whole or in part at any time, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date. The bonds of this issue maturing on March 15, 2031, unless called for earlier redemption as provided above, shall be retired in part prior to maturity by mandatory serial redemptions in the principal amounts specified below, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date: Principal Date Amount March 15, 2028 $395,000 March 15, 2029 330,000 � March 15, 2030 330,000 March 15, 2031 (maturity) 330,000 The Town may purchase all or any portion of the Term Bond from any available funds at a price not exceeding par and accrued interest. Any principal amount of the Term Bond purchased and surrendered to the Paying Agent prior to January 15 in a year in which mandatory redemption is rewired for the Term Bond (unless previously applied as a credit against a mandatory redemption requirement) shall be credited against the principal amount required to be called and prepaid or paid on the following March 15, In the event any bonds are called for redemption, notice will be sent by registered mail not more than sixty (60) days nor less than thirty (30) days prior to the redemption date to the registered owner of such bonds, as nominee of DTC. It will be the responsibility of DTC and its participants to give notice of the redemption to beneficial owners of the bonds to be redeemed. With respect to the redemption of any such bond, failure to snail notice to the registered owner of any other bond, any defect in the notice to the registered owner of any other bond, or failure by DTC and its participants to provide notice of redemption to the beneficial owners of such bond will not affect the redemption of such bond. Notice of redemption having been duly given, the bonds to be redeemed, or the portions called for redemption, will become due and payable on the redemption date at the applicable redemption price and, moneys for the redemption having been deposited with the Paying Agent, from and after the date fixed for redemption interest on such bonds, or such portions, will no longer accrue. With respect to any bond subject to redemption, portions of the principal amount of such bond in the amount of five thousand dollars ($5,000) or any multiple thereof may be redeemed. In the event of such a partial redemption, the identity of the beneficial owners whose beneficial interests in any such bond are to be redeemed and the amount of any such redemption shall be determined by DTC and its participants by lot in such manner as DTC and its participants shall deem appropriate. If less than all of"the principal amount of any bond is to be redeemed, upon surrender of such bond to the Paying Agent there will be issued to the registered owner, without charge, a new bond for the unredeemed principal sum. The Town hereby covenants that it will take all lawful action necessary to comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the bonds in order that interest on the bonds be and continue to be excluded from gross income for federal income tax purposes and it will refrain from taking any action that would cause interest on the bonds to become included in gross income for federal income tax purposes. In connection with the offering of the bonds the Town has executed a Continuing Disclosure Certificate (as it may be amended from time to time, the "Certificate"). The Town hereby covenants to comply with the provisions of the Certificate, and reference is made to the Certificate for a description of the nature and extent of the obligations of the Town and the rights of the owners of the bonds under the Certificate. The Certificate is described in the Official Statement relating to the bonds. A copy of the Certificate is available from the Town upon request. TOWN OF NORTH ANDOVER, MASSACHUSETTS TUSETTS 'Treasurer , Countersigned: r 4 Selectmen ('Town Seal) 1 LEGAL OPINION The following opinion is based on facts and the law existing on the date of original delivery of the bonds described therein. L'OCKEE LORD LLP 111 Huntington Avenue Boston, Massachusetts Jennifer Yarid, Treasurer Town of North Andover North Andover, Massachusetts $9,435,000 Town of North Andover, Massachusetts General Obligation Municipal Purpose Loan of 2015 Bonds Dated.Tune 15, 2415 We have acted as bond counsel to the Town of North Andover, Massachusetts (the "Town") in connection with the issuance by the Town of the above-referenced bonds (the "Bonds"). In such capacity, we have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion we have relied upon representations and covenants of the Town contained in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based on our examination, we are of the opinion, under existing law, as follows; 1. The Bonds are valid and binding general obligations of the Town and, except to the extent they are paid from other sources, the principal of and interest on the Bonds are payable from taxes which may be levied upon all taxable property in the Town, subject to the limit imposed by Chapter 59, Section 21 C of the General Laws. 2. Interest on the Bonds is excluded from the gross income of the owners of the Bonds for federal income tax purposes. In addition, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. However, such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. In rendering the opinions set forth in this paragraph, we have assumed compliance by the Town with all requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, and continue to be, excluded from gross income for federal income tax purposes. The Town has covenanted to comply with all such requirements. Failure by the Town to comply with certain of such requirements may cause interest on the Bonds to become included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. Except as expressed in paragraph 4 below, we express no opinion regarding any other federal tax consequences arising with respect to the Bonds. 3. Interest on the Bonds is exempt from Massachusetts personal income taxes and the Bonds are exempt from Massachusetts personal property taxes, We express no opinion regarding any other Massachusetts tax consequences arising with respect to the Bonds or any tax consequences arising with respect to the Bonds under the laws of any state other than Massachusetts. 4. The Bonds are qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code. This opinion is expressed as of the date hereof, and we neither assume nor undertake any obligation to update, revise, supplement or restate this opinion to reflect any action taken or omitted, or any facts or circumstances or changes in law or in the interpretation thereof, that may hereafter arise or occur, or for any other reason„ The rights of the holders of the Bonds and the enforceability of the Bonds may be subject to bankruptcy, 'insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases, LOCKE LORD LLP AM 50663340A ,. .rv": �„r rwr,.._aw -.., � y�N 19tG a, rl. V1s ac r. .fix ! n.x 0 �W,. „v v?i ,1� r�'41. x 4@ ^'^✓'.'��t+� gr,. � ,m'.6:, ry3i "4 s. "1y I �, m"a�' ¢ r ��°,' r ^�," ,✓, r ,,,, drfi " �r gg v..., 9}} y �„�r,• f : ,sa w� � .,;:.. tl”p"x �j+� y:c; �;� rY. rP„� ,.. � f°a;' .., <, Y,r"r; 5;x✓s>*:"• 4,;.,.., ��, ,�.�",,,, '� r,,,U� �c�, ,�� � ��. � ;; .,,.:.. °x;:. r ��%',� 4:i�; r��rs�`ws ° rn F R-1 $580,000 RRN, ,;, United.. States of America bonds are issuable only in fully registered form in the denomination of five thousand dollars ($5,000) or any integral multiple thereof. The bonds are general obligations of the Town and the full faith and credit of the Tow is pledged for the payment of principal of and interest on the bonds as the same shall become due and payable. The bonds are being issued by means of a book entry system, with bond certificates immobilized at The Depository Trust Company,New York,New York ("DTC") evidencing ownership of the bonds in principal amounts of five thousand dollars ($5,000) or integral multiples thereof and with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Bond certificates are not available for distribution to the public. The principal or redemption price, if any, of and interest on this bond are payable by U.S. Bank National Association, or its successor as paying agent (the "Paying Agent") for the Town, to the Registered Owner of this bond, as nominee of DTC. Transfer of principal, redemption price, if any, and interest payments to participants of DTC is the responsibility of DTC; transfer of principal, redemption price, if any, and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The Town is not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. In the event that (a) DTC determines not to continue to act as securities depository for the bonds or (b)the Town 'Treasurer determines that continuation of the book entry system of evidence and transfer of ownership would adversely affect the interests of the beneficial owners of the bonds, the Town will discontinue the book entry system with DTC. If the Town fails to identify another qualified securities depository to replace DTC, the Paying Agent will authenticate and deliver replacement bonds in the form of fully registered certificates.. This bond is transferable only upon the books of the Town which shall be kept for such purpose by the Paying Agent. This bond may not be transferred or exchanged in a manner which would involve the delivery of bond certificates to the beneficial owners of bonds unless the book entry system has been discontinued by the Town in accordance with the preceding paragraph, in which case replacement bonds may be issued in accordance with law and such procedures as the Tow Treasurer shall deem appropriate. The bonds of this issue (except the bonds maturing on or before March 15, 2023, which are not subject to redemption prior to maturity) are redeemable prior to maturity on or after March 15, 2023, at the option of the Town, as a whole or in part at any time, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date. i The bonds of this issue maturing on March 15, 2031, unless called for earlier redemption as provided above, shall be retired in part prior to maturity by mandatory serial redemptions in the principal amounts specified below, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date: Principal Date Amount March 15, 2028 $395,000 March 15, 2029 330,000 March 15, 2030 330,000 March 15, 2031 (maturity) 330,000 The Town may purchase all or any portion of the Term Bond from any available funds at a price not exceeding par and accrued interest. Any principal amount of the Term Bond purchased and surrendered to the Paying Agent prior to January 15 in a year in which mandatory redemption is required for the Term Bond (unless previously applied as a credit against a mandatory redemption requirement) shall be credited against the principal amount required to be called and prepaid or paid on the following March 15,. i In the event any bonds are called for redemption,notice will be sent by registered mail not more than sixty (60) days nor less than thirty (30) days prior to the redemption date to the registered owner of such bonds, as norninee of DTC, It will be the responsibility of DTC and its participants to give notice of the redemption to beneficial owners of the bonds to be redeemed. With respect to the redemption of any such bond, failure to mall notice to the registered owner of any other bond, any defect in the notice to the registered owner of any other bond, or failure by DTC and its participants to provide notice of redemption to the beneficial owners of such bond will not affect the redemption of such bond. Notice of redemption having been duly given, the bonds to be redeemed, or the portions called for redemption, will become due and payable on the redemption date at the applicable redemption price and, moneys for the redemption having been deposited with the Paying Agent, from and after the date fixed for redemption interest on such bonds, or such portions, will no longer accrue, I With respect to any bond subject to redemption, portions of the principal amount of such bond in the amount of five thousand dollars ($5,000) or any multiple thereof may be redeemed. In the event of such a partial redemption, the identity of the beneficial owners whose beneficial interests in any such bond are to be redeerned and the amount of any such redemption shall be determined by DTC and its participants by lot in such manner as DTC and its participants shall deem appropriate. If less than all of the principal amount of any bond is to be redeemed, upon surrender of such bond to the Paying Agent there will be issued to the registered owner, without charge, a new bond for the unredeemed principal sum. i The Town hereby covenants that it will take all lawful action necessary to comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the bonds in order that interest on the bonds be and continue to be excluded from gross 'income for federal income tax purposes and it will refrain from taking any action that would cause interest on the bonds to become included in gross income for federal income tax purposes. In connection with the offering of the bonds the Town has executed a Continuing Disclosure Certificate (as it may be amended from time to time, the "Certificate"). The Town hereby covenants to comply with the provisions of the Certificate, and reference is made to the Certificate for a description of the nature and extent of the obligations of the Town and the rights of the owners of the bands under the Certificate. The Certificate is described in the Official Statement relating to the bonds. A copy of the Certificate is available from the Town upon request. TOWN OF NORTH ANDOVER, MASSACHUSETTS 1 By: ;Treasurer i k ' Countersigned; r� .�.., ' Selectmen (Town Seal) LEGAL OPINION The following opinion is based on facts and the law existing on the date of original delivery of the bonds described therein. LOCKE LORD LLP 111 Huntington Avenue Boston, Massachusetts Jennifer Y'arid, Treasurer Town of North Andover North Andover, Massachusetts $9,435,000 Town of North Andover, Massachusetts General Obligation Municipal Purpose Loan of 2015 Bonds Dated Tune 15, 2015 We have acted as bond counsel to the Town of North Andover, Massachusetts (the "Town") in connection with the issuance by the Town of the above-referenced bonds (the "Bonds"). In such capacity, we have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion we have relied upon representations and covenants of the "Town contained in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based on our examination, we are of the opinion, under existing law, as follows: 1. The Bonds are valid and binding general obligations of the Town and, except to the extent they are paid from other sources, the principal of and interest on the Bonds are payable from taxes which may be levied upon all taxable property in the Town, subject to the limit imposed by Chapter 59, Section 21 C of the General Laws, 2. Interest on the Bonds is excluded from the gross income of the owners of the Bonds for federal income tax purposes. In addition, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. However, such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. In rendering the opinions set forth in this paragraph, we have assumed compliance by the Town with all requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, and continue to be, excluded from gross income for federal income tax purposes. The Town has covenanted to comply with all such requirements. Failure by the Town to comply with certain of such requirements may cause interest on the Bonds to become included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. Except as expressed in paragraph 4 below, we express no opinion regarding any other federal tax consequences arising with respect to the Bonds. 3. Interest on the Bonds is exempt from Massachusetts personal income taxes and the Bonds are exempt from Massachusetts personal property taxes. We express no opinion regarding any other Massachusetts tax consequences arising with respect to the Bonds or any tax consequences arising with respect to the Bonds under the laws of any state other than Massachusetts. 4. The Bonds are qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Co& This opinion is expressed as of the date hereof, and we neither assume nor undertake any obligation to update, revise, supplement or restate this opinion to reflect any action taken or omitted, or any facts or circumstances or changes in law or in the interpretation thereof, that may hereafter arise or occur, or for any other reason. The rights of the holders of the Bonds and the enforceability of the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. LOCI E LORD LLP AM 50663340,1 _.._— ..:M°° frw rur' ", ""x4aarviW% M :r Neer!.pw. M n°.mmv^F .... � „'flew.e�'i „^^."mmo'^�mue '+uu'X'rvX^•m... ayma ,°^m7 am .�vui. mm wGr"N«v „Y,•."" .a!w.� ,.',, u., � yu.9"ro{€, ,��,f �: �� .au'. t�iA rd, tlr. aW7 r,:. „� w. �'�",rv. ,el. �W ,�. .,e �" :,:rs.,•«uW4 f mmx,r� r a� u n ,aq �,�" w e ,,� a✓ e,, r�,� �i,am wn mm�m; r. rAr � .�� t,,day e�Wr W, x ,,ry s .� f � ,W., � s. .�.,, y;�t ,t r5�" �Wq�t`, q ,.,�rr� �• ,�rrt a, "W°� ,�� x., � ���., �.,�, ,,,u ,d �a ,. rtltl"t{�; ,. : rat.°�.. ��� . �. w14w. .�}o ,."+�ltl� ygtii �,:� qq �pP.,�AIU:.. « s,u. � ... rWtl,p451hN .. M,�b� 1, WP(l.,.RW6a ., M,.,.�.r ,. GW�u re:«,�. "C' a® W!✓,�.», � y re LL �s n R-17 $325,000 : G p United States of America P, gs OP The Commonwealth of Massachusetts ' app W, TOWN OF NORTH ANDOVER �a ' AS GENERAL OBLIGATION Y MUNICIPAL PURPOSE LOAN OF 2015 BOND aq'M Y x+, Interest Maturity Original r = "1M Rate Date CUSIP Issue Date tl b 3,125% March 15, 2035 657237 2A0 Tune 15 2015 m"Wd: PRINCIPAL AMOUNT: THREE HUNDRED TWENTY-FIVE ll r� THOUSAND DOLLARS 1 i9 REGISTERED OWNER: CEDE& CO. REGISTRATIONS DATE: JUNE 15, 2015 REGISTRAR AND lkk PAYING AGENT: U.S. BANK NATIONAL ASSOCIA"ZION tl The Town of North Andover, Massachusetts (the "Town"), for value OR received, promises to pay to the Registered Owner of this bond or registered : assigns the Principal Amount specified above, in lawful money of the United ,F States of America, on the Maturity Date unless this bond is called for earlier i std �a redemption, upon presentation and surrender hereof, with interest (calculated one i , the basis of a 360-day year of twelve 30-day months) at the Interest Rate per Kk tl1 annum payable on September 15 2015 and semiannual) thereafter on March 15 ' ` p y p semiannually and September 15 of each year (each, an "Interest Payment Date") until the Principal Amount is paid or has been duly provided for. This bond will bear Oil' - interest from the most recent Interest Payment Date to which interest has been � tla paid or, if no interest has been paid, from the Original Issue Date. The record date for the payment of interest on this Bond shall be the last business day of the 1 , N'V�p r fi g� 1 month preceding an interest payment date. + ^ This bond is one of an issue of$9,435 000 aggregate rinci al amount ��� ! a principal O N, issued by the Town pursuant to Chapter 44 of the General Laws as amended for design, equipment, roads, sidewalks, buildings, paving, remodeling, information r•� 1 technology, energy conservation improvements and refunding purposes, The a �r l7LY" omm„ d �Ip b r ei. :,�� � ��; , ,�a� r� ��ti: r�bJ �y � u� •�Yq,�*r��iy t°� �.a "�� a6^w �ti•w a• e �a"w r �°�m� �,k ��,�, a � {� a ..,.. :. r.i. `�+,�.. .,; , n ",,,, {,,,, ',. x.,. V �'� .,.,. „... �p �k4 ;,,.. „�" ,4 ,'+WF.�,„, .;,"' ,17` ""'y*� m,y;yy• q•'�s. �,.,: I r i1,i �" .. ." wI ®p „.,«..�«..ppea. `rr wow. n q, r ,"� `^' �. .ra�a,:4� d.xce � "»� m •,��"„ "9"Cr�J� , `�'.'. w x,�«.:'`'.,n.. ,. "fit:�� `r , „p x V'�ww,....„,.. ,w "T..p y .:_". ,!1 E «',e"' ,r P d. 4;., .»w rar:4;. x Atltl„ m. u" ,m441 C#du. mmmw«w ;n aW ,4 C J N1; .�,xw,,. r:«.,x x „M11Vw✓ a ,....., +�m �E�# m��n ,.. ,,:: ¢.- .�r. .•,. . ;,,; r�«:' •�i Vie" ,.,., r ,.�. ,rw«.w dY«. „u'� LN..�*: �' .,..r.�°" �+$: r,�t 4. r.,.. n.� d..:,k E,. ..�a�xw J, �p. A� x. urv.#,Wf .fl,n �p:,a a�,x,, reE"t k aerPO W. r. hGm�, 4... m,. mmanv �, Y «.C ✓,.�1��,+ � �mww. aw« � /., rnmm,::.'� .., NJI�w :.4. era t. o:,h Y� c.. «. ,.A.: ,, s� m�p, ,u. m,, � "� ,.� i f, rew., �r., " ,rn ' �,";,., ✓ � ,:". .:, p,w" r. ,� �. .� �; �,r �Wl� "�aq ,w qW W�, ,:�..� � , �a .a ,ait� f d. sra: i;�� � � m"•„„{, ,h f�,,, � �+f ,<, ,Pd„ �� w '9 . 4�b �Y day.WGgi.rr w ,, ,„ a� �,a W,:,,r«8 s: r �,�w •�a,,. ::.,r�. � ,, + .k°«:,:w,v W ,,.�"u e , ,,« ;,,a„,,kt ,� ,,i.„ �„��” ���f,,,�W” p..,re«, :a �' bonds are issuable only in fully registered form in the denomination of five thousand dollars ($5,000) or any integral multiple thereof. 'The bonds are general obligations of the Town and the fill faith and credit of the Town is pledged for the payment of principal of and interest on the bonds as the same shall become due and payable. The bonds are being issued by means of a book entry system, with bond certificates immobilized at 'rhe Depository Trust Company,New"Fork,New York ("DTC") evidencing ownership of the bonds in principal amounts of five thousand dollars ($5,1100) or integral multiples thereof and with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Bond certificates are not available for distribution to the public. The principal or redemption price, if any, of and 'interest on this bond are payable by U.S. Bank National Association, or its successor as paying agent (the "Paying Agent") for the Town,to the Registered Owner of this bond, as nominee of DTC. Transfer of principal,redemption price, if any, and interest payments to participants of DTC is the responsibility of DTC; transfer of principal, redemption price, if any, and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The Town is not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. In the event that(a) DTC determines not to continue to act as securities depository for the bonds or (b)the Town Treasurer determines that continuation of the book entry system of evidence and transfer of ownership would adversely affect the interests of the beneficial owners of the bonds, the Town will discontinue the book entry system with DTC. If the Town fails to identify another qualified securities depository to replace DTC, the Paying Agent will authenticate and deliver replacement bonds in the form of fully registered certificates. This bond is transferable only upon the books of the Town which shall be kept for such purpose by the Paying Agent. This bond may not be transferred or exchanged in a manner which would involve the delivery of bond certificates to the beneficial owners of bonds unless the book entry system has been discontinued by the Town in accordance with the preceding paragraph, in which case replacement bonds may be issued in accordance with law and such procedures as the Town Treasurer shall deem appropriate. The bonds of this issue (except the bonds maturing on or before March 15, 2023, which are not subject to redemption prior to maturity) are redeemable prior to maturity on or after March 15, 2023, at the option of the Town, as a whole or in part at any time, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date. The bonds of this issue maturing on March 15, 2031, unless called for earlier redemption as provided above, shall be retired in part prior to maturity by mandatory serial redemptions in the principal amounts specified below, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date: Principal Date Amount March 15, 2028 $395,000 March 15, 2029 330,000 March 15, 2030 330,000 March 15, 2031 (maturity) 330,000 The Town may purchase all or any portion of the Term Bond from any available funds at a price not exceeding;par and accrued interest. Any principal amount of the Term Bond purchased and surrendered to the Paying, Agent prior to January 15 in a year in which mandatory redemption is required for the Term Bond (unless previously applied as a credit against a mandatory redemption requirement) shall be credited against the principal amount required to be called and prepaid or paid on the following March 15. In the event any bonds are called for redemption, notice will be sent by registered mail not more than sixty(60) days nor less than thirty (30) days prior to the redemption date to the registered owner of such bonds, as nominee of DTC. It will be the responsibility of DTC and its participants to give notice of the redemption to beneficial owners of the bonds to be redeemed. With respect to the redemption of any such bond, failure to mail notice to the registered owner of any other bond, any defect in the notice to the registered owner of any other bond, or failure by DTC and its participants to provide notice of redemption to the beneficial owners of such bond will not affect the redemption of such bond, Notice of redemption having been duly given, the bonds to be redeemed, or the portions called for redemption, will become due and payable on the redemption date at the applicable redemption price and, moneys for the redemption having been deposited with the Paying Agent, from and after the date fixed for redemption interest on such bonds, or such portions, will no longer accrue. With respect to any bond subject to redemption, portions of the principal amount of such bond in the amount of five thousand dollars ($5,000) or any multiple thereof may be redeemed. In the event of such a partial redemption, the identity of the beneficial owners whose beneficial interests in any such bond are to be redeemed and the amount of any such redemption shall be determined by DTC and its participants by lot in such manner as DTC and its participants shall deem appropriate. If less than all of the principal amount of any bond is to be redeemed, upon surrender of such bond to the Paying Agent there will be issued to the registered owner, without charge, a new bond for the unredeemed principal suzn. The Town hereby covenants that it will take all lawful action necessary to comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the bonds in order that interest on the bonds be and continue to be excluded from gross income for federal income tax purposes and it will refrain from taking any action that would cause interest on the bonds to become included in gross income for federal income tax. purposes. In connection with the offering of the bands the Town has executed a Continuing Disclosure Certificate (as it may be amended from time to tune, the "Certificate"). The Town hereby covenants to comply with the provisions of the Certificate, and reference is made to the Certificate for a description of the nature and extent of the obligations of the Town and the rights of the owners of the bonds under the Certificate. The Certificate is described in the Official Statement relating to the bonds. A copy of the Certificate is available from the Town upon request. TOWN OF NORTH ANDOVER, MASSACHUSETTS By: Treasurer Countersigned: 1 Selectmen (Town Seal) i LEGAL OPINION The following opinion is based on facts and the law existing on the date of original delivery of the bonds described therein.. LOCKE LORD LLP I I I Huntington Avenue Boston, Massachusetts it Jennifer Yarid, Treasurer Town of North Andover North Andover, Massachusetts $9,435,000 Town of North Andover, Massachusetts General Obligation Municipal Purpose Loan of 2015 Bonds Dated June 15, 2015 We have acted as bond counsel to the Town of North Andover, Massachusetts (the "Town") in connection with the issuance by the Town of the above-referenced bonds (the "Bonds"). In such capacity, we have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion.. As to questions of fact material to our opinion we have relied upon representations and covenants of the Town contained in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. � Based on our examination, we are of the opinion, under existing law, as follows: 1. The Bonds are valid and binding general obligations of the Town and, except to the extent they are paid from other sources, the principal of and interest on the Bonds are payable from taxes which may be levied upon all taxable property in the Town, subject to the limit imposed by Chapter 59, 'Section 21C of the General Laws. 2. Interest on the Bonds is excluded from the grass income of the owners of the Bonds for federal income tax purposes. In addition, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. However, such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income, In rendering the opinions set forth in this paragraph, we have assumed compliance by the Town with all requirements of the Internal.Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, and continue to be, excluded from gross income for federal income tax purposes. The Town has covenanted to comply with all such requirements. Failure by the Town to comply with certain of such requirements may cause interest on the Bonds to become included in gross income for federal income tax purposes retroactive to the date of issuance of the Fonds. Except as expressed in paragraph 4 below, we express no opinion regarding any other federal tax consequences arising with respect to the Bonds. 3. Interest on the Bonds is exempt from Massachusetts personal income taxes and the Bonds are exempt from Massachusetts personal property taxes. We express no opinion regarding any other Massachusetts tax consequences arising with respect to the Bonds or any tax consequences arising with respect to the Bonds under the laws of any state other than Massachusetts. 4, The Bonds are qualified tax-exempt obligations within the meaning of Section 255(b)(3) of the Code. This opinion is expressed as of the date hereof, and we neither assume nor undertake any obligation to update, revise, supplement or restate this opinion to reflect any action taken or omitted, or any facts or circumstances or changes in law or in the interpretation thereof, that may hereafter arise or occur, or for any other reason. The rights of the holders of the Bonds and the enforceability of the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases, Loc KE LORD UP AM 50663344.1 .... ..,,r, "„rwwl"v .:.. .,r, .r wxa,r '� �• .a.r wn. , ,rv,,, *wW., . , ,r+ ,:��'"" .r� e �. 1".,•n % as "a"�Pre m ga-'" ri� 9 r3` n y B>8s 4; � .. ��,'"�,:"d Ww:v✓�Ifl+ e 8.ak ,d '�4 �r�,: ro �w.e dl� G, s wYR,r W� �„ "t 6. „+ ,+p,. wm„�gg e�' �am. rt��r�a'�m',` i..:,. 1.. t � �:l�rJ+'�k1:,/ "a�. rAs; 9:. p ra^mVK44 n, ^?la r. FA, :ry.&. 1acd Y�'�;^�`' av'�•'Yw'r§ a:.w1, !r;;mkA�'4ay.:r�., fdN.y.�,..&,:..,,,�,..,ttS”. ," ,,, 1. m ,.,, mr :.,,, r.•,c, r3r, �aaW ,. s, gr g a ,,�, �Wa i r, .Y '" , a:are .:. ,, a A,»r uW LL ,;,,. wax .,, � �� +I r �y �,� ��w;�t�*�". % aka=�a �'� .°�" ��°,'�5: °� '�� "P- ,�aA,a�� � �, � r t�."� e.: �'" �q ��$s�w�`'�� �"i� d �d `a a _.�a•'� rr� � a, 5 9 m7ra,ew ism a'" e m R-16 $325,000 t ' � , United States of America v�� .� � d y The Commonwealth of Massachusetts TOWN OF NORTH ANDOVER GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2015 BOND �3 9sk Interest Maturity Original r � g ley Rate Date CUSIP Issue Date si : 5"LR 3.00% March 15 2034 657237 Z97 .rune 15, 2015 it PRINCIPAL AMOUNT: THREE HUNDRED TWENTY-FIVE 1 t Y THOUSAND DOLLARS W y w a REGISTERED OWNER:. CEDE & CO. Ken1 y 3 . $ 4e REGISTRATION DATE: ,TUNE 15, 2015 AS REGISTRAR AND eBpq lr PAYING AGENT: U.S. BANK NATIONAL ASSOCIATION1 �W Wa�a�g a t a The Town of North Andover, Massachusetts (the "Town"), for value 1$�r, received, promises to pay to the Registered Owner of this bond or registeredwrf ! j assigns the Principal Amount specified above, in lawful money of the United MVO,Z States ol`A %merica, on the Maturity Date unless this bond is called for earlier , ,M m A a OR � redemptioi-i, upon presentation and surrender hereof, with, interest (calculated on �,�W jai the basis of a 360-day year of twelve 30-day months) at the Interest Rate per p annwri payable on September 15 2015 and semiannually thereafter on March 157 1 "Ps and September 15 of each year(each, an"Interest Payment Date") until the Bpi �Il�� ttP Principal Amount is paid or has been duly provided for. This bond will bear , M 1R flip" . interest from the most recent Interest Payment Date to which interest has been 't,� , rfrl s W ,m,,1�1d�,ftir_,re s.. paid or, if no interest has been paid, from the Original Issue Date. The record P''� 'iqfAl, date for the payment of interest on this Bond shall be the last business day of the i month preceding an interest payment date. i' ro a IS Al va+ u ' T This bond is one of an issue of$9,435,000 aggregate principal amount issued b the Town pursuant to Chapter 44 of the General Laws as amended for i� y p p . design, equipment, roads, sidewalks, buildings, paving, remodeling, information 4'If technology, energy conservation improvements and refunding purposes. The f w wpl "W� • i^' . .,,',.; W!' roN' .... -'m ..._..... pry i 0A �5 II a a ,..,. a ,,7 � ..a,w a mre+ r,,,,, a . , ,.,, ..r:8" �r„ �e . , ar W., .,:,, , " «.,>,.2, r.iC, i:,,,. r,r�, r. t, .� ,,i� ,. arz., "�. . •�° r , _, .."� m t:�+;F a W :a�g•: s ,:,:„,� ,� re 4 ��� ., m, � ,n:n ,.�,,� m`� Y.�. �..a � „,w,, �.:� �� n,x� I�� a wl. :am„. .�1„0, :,;,✓^,1r. rr.�'' ,,..,, ai ... �' ~~ ,. =.r"-:.'a r 3:it'd !;,..'�”,:::.,. �,m :..�^', �rk:� ,... a."r' ;''-µW�� e ,. .,owe m„ �, ,�� u '9” ,°- �w a..� � r da v.:r.. ,a �"7""` � 1.:r;• es�. ,..� d Wa. .as t,. 2 a,:, � „�' '� pa"W.�r e,�. �- .fir ;,. k :�'° :. n..r{� +a :,,...,:... a,«,.,M^ ,,�m �; .,' wwN. »„ : m!., w a+,�..w W. a, d"i7 w r �' ^� M�, w"�,m ,.�: a .� ,'�: � .,• .}, «. - e�R , ,..w,J' ,, W ,..yy ,p�.� aaa:'t��r P„~n�.,'��'aa. r�..��' n S;y;,.�.�a.�'a �;.�mW.l a^ t1p a�r wdnw tl „�i va .94. 80:Pr, re' .,,w w,u. w, W .a1Aaw.r®9P�i a .,.,,z� � ,�:� ah� ag•, J:,.. $, m� o .�dm r<#u:rd/Nd., www, N"'. :.ppn ,.Y tl I+, w�..a,.. ..•.,!dam ..k''pl W ,,,,.wur .�w':�” .�4n ,.. w�:��.' �.* G:r-,:t�aaa �F,�W as t �w�., 'Yd�dt�W�m �. ';!'�. �a �., q�,,. G R :�� W y. ,:i r v,ro •M <d s” �t. p.�, •aa;u � 1."� w:&�6� w reA�r, ;r r,� wld ran .l °� .. :ru. „� ..r,49* -.aw�.A&W�,�a�,,.,�"�"�u•�,ti wrer t�..n..K@�,e n�,.'.ws„a ,W�as,.��^r_.:.°.�yao m�...»s:1�,�:.row,em:���m�uww:d.,M.Lk ; y Y,�:man:"�� k.%reb are,�;�a:'�.w:^-.,>uw�"uw�..�",.Nk�.w.1 r9.,,..a.»..em,.`�.. :.,r�,.«.��._d�ud7u... "rw�_.�°..;�.aa�uw6Y.ELwa.��.w�.W. ...wk�`" -_.. bonds are issuable only in fully registered form in the denomination of five thousand dollars ($:5,000) or any integral multiple thereof. The bonds are general obligations of the Town and the full faith and credit of the "Down is pledged for the payment of principal of and interest on the bonds as the same shall become due and payable. The bonds are being issued by means of a book entry system, with bond. certificates immobilized at The Depository Trust Company,New York,New York ("DTC") evidencing ownership of the bonds in principal amounts of five thousand dollars ($5,000) or integral multiples thereof and with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Bond certificates are not available for distribution to the public. The principal or redemption price, if any, of and interest on this bond are payable by U.S. Bank National Association, or its successor as paying agent (the "Paying Agent") for the Town, to the Registered Owner of this bond, as nominee of DTC. Transfer of principal, redemption price, if any, and interest payments to participants of DTC is the responsibility of DTC; transfer of principal, redemption price, if any, and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The Town is not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. In the event that(a) DTC determines not to continue to act as securities depository for the bonds or (b) the Town Treasurer determines that continuation of the book entry system of evidence and transfer of ownership would adversely affect the interests of the beneficial owners of the bonds, the Town will discontinue the book entry system with DTC, If the Town fails to identify another qualified securities depository to replace DTC, the Paying Agent will authenticate and deliver replacement bonds in the form of fully registered certificates. 'This bond is transferable only upon the books of the Town which shall be kept for such purpose by the Paying Agent. This bond may not be transferred or exchanged in a manner which would involve the delivery of bond certificates to the beneficial owners of bonds unless the book entry system has been discontinued by the Town in accordance with the preceding paragraph, in which case replacement bonds may be issued in accordance with law and such procedures as the Town Treasurer shall deem appropriate. The bonds of this issue (except the bonds maturing on or before March 15, 2023, which are not subject to redemption prior to maturity) are redeemable prior to maturity on or after March 15, 2023, at the option of the Town, as a whole or in part at any time, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date. The bonds of this issue maturing on March 15, 203 1, unless called for earlier redemption as provided above, shall be retired in part prior to maturity by mandatory serial redemptions in the principal amounts specified below, at a price equal to the principal amount to be redeemed (without premium)plus accrued. interest to the redemption date; Principal Date Amount March 15, 2028 $395,000 March 15, 2029 330,000 March 15, 2030 330,000 March 15, 2031 (maturity) 330,000 The 'Town may purchase all or any portion of the Term Bond from any available funds at a price not exceeding par and accrued interest. Any principal amount of the Term Bond purchased and surrendered to the Paying Agent prior to January 15 in a year in which mandatory redemption is required for the Term Bond (unless previously applied as a credit against a mandatory redemption requirement) shall be credited against the principal amount required to be called and prepaid or paid on the following March 15. In the event any bonds are called for redemption, notice will be sent by registered mail not more than sixty (60) days nor less than thirty (30) days prior to the redemption date to the registered owner of such bonds, as nominee of DTC, It will be the responsibility of DTC and its participants to give notice of the redemption to beneficial owners of the bonds to be redeemed. With respect to the redemption of any such bond, failure to mail notice to the registered owner of any other bond, any defect in the notice to the registered owner of any other bond, or failure by DTC and its participants to provide notice of redemption to the beneficial owners of such bond will not affect the redemption of such bond, Notice of redemption having been duly given, the bonds to be redeemed, or the portions called for redemption, will become due and payable on the redemption date at the applicable redemption price and, moneys for the redemption having been deposited with the Paying Agent, frorn and after the date fired for redemption interest on such bonds, or such portions, will no longer accrue, With respect to any bond subject to redemption, portions of the principal amount of such bond in the amount of five thousand dollars ($5,000) or any multiple thereof may be redeemed. In the event of such a partial redemption, the identity of the beneficial owners whose beneficial interests in any such bond are to be redeemed and the amount of any such redemption shall be determined by DTC and its participants by lot in such manner as DTC and its participants shall deem appropriate. If less than all of the principal amount of any bond is to be redeemed, upon surrender of such bond to the Paying Agent there will be issued to the registered owner, without charge, a new bond for the unredeemed principal sum. The Town hereby covenants that it will take all lawful action necessary to comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the bonds in order that interest on the bonds be and continue to be excluded from gross income for federal income tax purposes and it will refrain from taking any action that would cause interest on the bonds to become included in gross income for federal income tax purposes. In connection with the offering of the bonds the Town has executed a Continuing Disclosure Certificate (as it may be amended from time to time,the "Certificate"), The Town hereby covenants to comply with the provisions of the Certificate, and reference is made to the Certificate for a description of the nature and extent of the obligations of the Town and the rights of the owners of the bonds under the Certificate. The Certificate is described in the Official Statement relating to the bonds. A copy of the Certificate is available from the Town upon request.. TOWN OF NORTH ANDOVER, (MASSACHUSETTS ,1 reasurer Countersigned; (� Selectmen (Town Seal) i i i LEGAL OPINION The following opinion is based on facts and the law existing on the date of original delivery of the bonds described therein. LOCKC LORD LLP II 1 I 1 Huntington Avenue Boston, Massachusetts ,Jennifer Yarid, Treasurer Town of North. Andover North Andover, Massachusetts $9,435,000 Town of North Andover, Massachusetts General Obligation Municipal Purpose Loan of 2015 Bonds Dated June 15, 2015 We have acted as bond counsel to the Town of North Andover, Massachusetts (the "Town") in connection with the issuance by the Town of the above-referenced bonds (the "Bonds"). In such capacity, we have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion, As to questions of fact material to our opinion we have relied upon representations and covenants of the Town contained in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based on our examination, we are of the opinion, under existing law, as follows; 1. The Bonds are valid and binding general obligations of the Town and, except to the extent they are paid from other sources, the principal of and interest on the Bonds are payable from taxes which may be levied upon all taxable property in the Town, subject to the limit imposed by Chapter 59, Section 21C of the General Laws. 2. Interest on the Bonds is excluded from the gross income of the owners of the Bonds for federal income tax purposes. In addition, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. However, such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. In rendering the opinions set forth in this paragraph, we have assumed compliance by the Town with all requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon. be, and continue to be, excluded from gross income for federal income tax purposes. The Town has covenanted to comply with all such requirements. Failure by the Town to comply with i certain of such requirements may cause interest on the Bonds to become included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. Except as expressed in paragraph 4 below, we express no opinion regarding any other federal tax consequences arising with respect to the Bonds. 3. Interest on the Bonds is exempt from Massachusetts personal income taxes and the Bonds are exempt from Massachusetts personal property taxes. We express no opinion regarding any other Massachusetts tax consequences arising with respect to the Bonds or any tax consequences arising with respect to the Bonds under the haws of any state other than Massachusetts. 4. The Bonds are qualified tax-exempt obligations within the meaning of Section 265(b)(3) of'the Code. This opinion is expressed as of the date hereof, and we neither assume nor undertake any obligation to update, revise, supplement or restate this opinion to reflect any action taken or omitted, or any facts or circumstances or changes in law or in the interpretation thereof, that may hereafter arise or occur, or for any other reason. The rights of the holders of the Bonds and the enforceability of the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. LOCKS LORD LLP AN4 50663340.1 i ... - rn... °�:.;—°� - ,� :^�rv" T"^ .. .arW,wrv. �..... . ....�WJ""" .:sN r ��. .. :.: ^m .m„ ,�,y„^.;�.—„°mr:mu- ^�rr^�• „�'” n,.a. 7„.�"�',.:. ,.�.,,�� v rV.... '*T”. ,. er •F"wd�«"^a,".""Fr `",.�„`�'°."4°i; zp,'W 4"%w vm� .r„'�'.,�� ,„�',,r,.a ar:. ,a..,„. _.M... rr.. r,.. mv� ss, „>, r'j7° ""°°�v,�"W_. ?�'�,, .�!• ,( a ,1:w; z XY...' ', ,% .+, s e..,.. iP. ,,.,,.. °v?`� .,.a.. �s.:,,..., ,. "�.,�. J rq ,.,!g ay., r! *.,dvr M1S ..W r, wS..,. r. r�, t t "�:& i.,. 4,/ .p���-. g r.9..,w,k4.v arw.»^+` ia.rd�'f "V .,�..ro vwW;/m� ,Wn✓, n.� ;NF°,.my mnC7.m. t,::,rh":�5, ” w�..g W�'k�,v"d�tlGp �a4lu.r. I�Wf wW„�,�;i .,/aWk,w+, .y,ro< ,a., ; �. ,,,'f/ V�: `;! aI m�A�„a „�,�w„�d m�� .°,�r ®� Po°� ,„ �,t raw :w„ � � � „�:. ve w v a, v,, rt�� �` ;:• v, ro� .,. �„r~. �ro f”� L�,s,ar� ,a. +:t, AYY= ,ig ,R� � h"ld�W4,w; ,,sr r+, dr•, k,raFFa ,.v 1�ro,lrF .r.. ^t,ro fF��� �.., waua,� w�f$�6Pou,, 1 r„,.m,�r.s1°i +g,,.,, 3,ra�r ti,vPo I.�M, .�, �W„,�qq NJfv �:. �. �� 7W „��,ad .. ry �. .rlT l� rn o-. �• o ,., s„ arm e��rvF��"Y'l+.e.m .:fie w"&&W „` �:uar , s„�„. ..s �ar�,t ,..K wear� �a ar /w"`,*:uut�9ar a 1 ..�, aa :,, � adar. �,, as �.�':: �''arw..s�t QB p ,,.,, a�: •;..:: , ,.� + are ':: a"w' I ., .� yea'r ,? a wtil� � Y�,+�, /, a�" �a WJ� �,, War� ,„:� ,:,, � ,c �, a$r�,; *,, �r� �., •�r, � ,fT, Mwv dl � �b r” , t rre Ygdi�,, -:�.'^�, rW d9' 4N:,, war 'ar ax,:: rf` ,'�, "�✓�xr"p�< �� '�,Poy:�.: w".7 r'•. y..'" ;_�r�x�~~,V;;,. i �'�s Fr ,tn�,�/,����.., ”' "'fSa✓,s 3� �a ,s;.";� �>n���.'�2„"�. �EWx��'�m �". 9" 'a5• ar'61 �, s x 1F d g� R-15 $3$`� 0 30,000 0 J i United States of America � ,r k The Commonwealth of Massachusetts r�ro TOWN OF NORTH ANDOVER GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2015 BOND ' k Interest Maturity Original 1 `x. Rate Date CUSIP Issue Date a OM 3.0,0% March 15, 2033 657237 Z89 .Tune 15, 2015 Doi r g PRINCIPAL AMOUN T: THREE UNDRED THIRTY THOUSAND DOLLARS r loll x f REGISTERED OWNER: CEDE & CO. REGISTRATION DATE: JULIE 15, 2015. i � ! REGISTRAR AND ” ^� PAYING AGENT: U.S. BAND.NATIONAL ASSOCIATION �, trey roar �� a The Town of North Andover, Massachusetts (the "Town"), for value rr received, promises to pay to the Registered Owner of this bond or registered � �� assigns the Principal Amount specified above, in lawful money of the United , States of America, on the Maturity Date unless this bond is called for earlier F redemption, upon presentation and surrender hereof, with interest (calculated onWig the basis of a 360-day year of twelve 30-day months) at the Interest Rate per ro>'Vi iui�'g � fr " annum payable on September 15, 2015 and semiannually thereafter on Parch 15 '�� and September 15 of each year each an "Interest Interest Pa 37 Payment Date until the a�FPo ti � Principal Amount is paid or has been duty provided far. This bond will bear interest from the most recent Interest Payment Date to which interest has been g, paid or, if no interest has been paid, from the Original Issue Date, The record r�aiA' 1 date for the payment of interest on this Bond shall be the last business day of the month preceding an interest payment date. � yr � d agy iF` Ra,e"°d 4I � h d ad This bond is one of an issue of$9 a 435 000 aggregate principal amount �x4rr issued by the Town pursuant to Chapter 44 of the General Laws as amended for design, equipment, roads, sidewalks, buildings, paving, remodeling, information „y technology, energy conservation improvements and refunding purposes, The o q ;n AIR t rm �,dw°�s �,a..� .......__ :•„ �s„"� r,• ro.., , _.i +, n ,� 7�r5°.,ar,�.... 2 ufl1 _ xG �,r; ,a , •KK �-, „F f��,.� � .�F ,� ar", aF '��'� ".�;' � �: a ;'� F �3�� �� 0r ” ,g dVy�m. E�ri."�.',, rvl” , .q.., 4 5.arr IaaL�,.. � - £y :::,,�� r ,".::.� �,• C ,.r.#�&,r,��„,� M x„s w r fi��, ,:>,.- t gtsv.M�'g�„rr� . fl 1 fv„n il:. �;,s,.;I,^ v.:i,~„., ykf. ?,,7 .'� w�r f/.�, g1N,. 'e„"✓d II!B�' ,�,. r".,,��. r,�, � `� re ,�, r�V. �,., ., W S m ,t,r,�, �;� ��m y;% .."'4 �Fe�ar .:.�..F,�ar�?..., ,a., ,,, gym' �:.f ..,�. . h .. w F". �rar i e�s^,m~.w„ �,F .�! °4m p wra,:: .a y r fi� Po•� u 11iNV&} .�'.. w�@®. ,.a•, s N' , w ar ,d 4:',`,, N niu' 9 EI d , s�.�p5 y � R�wv ww..,�ar artlA �^""',. AN "" • ” ,, „� p .a:w on a l,o-. r''M JAS,", l wn �„r �i & ,,, �. �: ":,.,. a aF� �a.•k •: ,uw %•'.,aw�RS � re �/'w ear. F � m ?.YFs �v dd v.� •.h4AA• 1 M1 �' :,, s o".w drce P`'Aa6P wa JI ix•F �, ral„ �..ar ,.5 � „w � M p ir,, ..” � ,,,„ , „ �,8 w #r �'`, ", P.„ a uW.,,�w° . „+_� r� F'�� � 1 ''d,”��” .� ✓,�a, a�.',8.. ..� :�:. ,�i.� w 1s t.. a.,:��.5 �i. ,,,d,9. .a. ,u. .{�„N�� vJh�t ..n, :ri ���.m,. tfi M.'� lW.....w,'�, $ °� tyr.3"Vy �,+m .r^m;. i..r p, rg,„:... . "u.. y,•;''nw• ,: �:. � :.�. � �dX. FF � �aq �+�Wd.,. ,XRd� .,, CB,a. "� 4 s. -r,a' n+, &�,... d ,W�.,. �'v, ":,,s � q dg. d„q. w✓. i „ rT^'� , ,, ...6,. f..,7iwY Gvs�w �f'� � B�V�..0:,1���.:aA,,,V.,Y `a':.. �,i .�,�� .'""4 ++i.,.a',�e,„.�m�4,Fd�v`�',u,,,,,;?it',�nc«'�,'.'�. '�r�,,.irRSS.,Ww.�c�.n�� n.��y��:�.;�•,� �wrF,._Irewa;.m�a,.F��a,mwa,,�.'��....,,�Vl�w�:'� �d[4E @;.:an,.,�.�Sn�.�,"`°�.°�e�?ls, ����'' ��k! ,3i.r�„�... ,wm.vur�•.��9yr. .. m m.�a bonds are issuable only in fully registered form in the denomination of five thousand dollars ($5,000) or any integral multiple thereof. The bonds are general obligations of the Town and the full faith and credit of the Town is pledged for the payment of principal of and interest on the bonds as the same shall become due and payable. The bonds are being issued by means of a book entry system, with bond certificates immobilized at The Depository Trust Company, New York, New York ("D'I"C") evidencing ownership of the bands in principal amounts of five thousand dollars ($5,000) or integral multiples thereof and with transfers of beneficial ownership effected on the records of DTC and its participants pursuant j to rules and procedures established by DTC. Bond certificates are not available for distribution to the public. The principal or redemption price, if any, of and interest on this bond are payable by U.S. Bank National Association, or its successor as paying agent (the "Paying Agent") for the Town, to the registered Owner of this bond, as nominee of DTC, Transfer of principal, redemption price, if any, and interest payments to participants of DTC is the responsibility of DTC; transfer of principal, redemption price, if any, and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The Town is not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. In the event that(a) DTC determines not to continue to act as securities depository for the bonds or (b) the Town Treasurer determines that continuation of the book entry system of evidence and transfer of ownership would adversely affect the interests of the beneficial owners of the bonds, the Town will discontinue the book entry system with DTC. if the Town fails to identify another qualified securities depository to replace DTC, the Paying Agent will authenticate and deliver replacement bonds in the form of fully registered certificates, This bond is transferable only upon the books of the Town which shall be kept for such purpose by the Paying Agent. This bond may not be transferred or exchanged in a manner which would involve the delivery of bond certificates to the beneficial owners of bonds unless the book entry system has been discontinued by the Town in accordance with the preceding paragraph, in which case replacement bonds may be issued in accordance with law and such procedures as the Town Treasurer shall deem appropriate. The bonds of this issue (except the bonds maturing on or before March 15, 2023,. which are not subject to redemption prior to maturity) are redeemable prior to maturity on or after March 15, 2023,. at the option of the Town, as a whole or in part at any time, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date. The bonds of this issue maturing on March 15, 2031, unless called for earlier redemption as provided above, shall be retired in part prior to maturity by mandatory serial redemptions in the principal amounts specified below, at a price equal to the principal amount to be redeemed(without premium) plus accrued interest to the redemption date: Principal Date Amount March 15, 2028 $395,000 March 15, 2029 330,000 March 15, 2030 330,000 March 15, 2031 (maturity) 330,000 The Town may purchase all or any portion of the Term Bond from any available funds at a price not exceeding par and accrued interest. Any principal amount of the Term. Bond purchased and surrendered to the Paying Agent prior to January 15 in a year in which mandatory redemption is required for the Term Bond (unless previously applied as a credit against a mandatory redemption requirement) shall be credited against the principal amount required to be called and prepaid or paid on the following March 15. In the event any bonds are called for redemption, notice will be sent by registered mail not more than sixty (60) days nor less than thirty (30) days prior to the redemption date to the registered owner of such bonds, as nominee of DTC, It will be the responsibility of DTC and its participants to give notice of the redemption to beneficial owners of the bonds to be redeemed. With respect to the redemption of any such bond, failure to mail notice to the registered owner of any other bond, any defect in the notice to the registered owner of any other bond, or failure by DTC and its participants to provide notice of redemption to the beneficial owners of such bond will not affect the redemption of such bond, Notice of redemption having been duly given, the bonds to be redeemed, or the portions called for redemption, will become due and payable on the redemption date at the applicable redemption price and, moneys for the redemption having been deposited with the Paying Agent, from and after the date fixed for redemption interest on such bonds, or such portions, will no longer accrue. With respect to any bond subject to redemption, portions of the principal amount of such bond in the amount of five thousand dollars ($5,000) or any multiple thereof may be redeemed. In the event of such a partial redemption, the identity of the beneficial owners whose beneficial interests in any such bond are to be redeemed and the amount of any such redemption shall be determined by DTC and its participants by lot in such manner as DTC and its participants shall deem appropriate. If less than all of the principal amount of any bond is to be redeemed, upon surrender of such bond to the Paying Agent there will be issued to the registered owner, without charge, a new bond for the unredeemed principal sum. a The Town hereby covenants that it will take all lawful action necessary to comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the bonds in order that interest on the bonds be and continue to be excluded from gross income for federal. income tax purposes and it will refrain from taking any action that would cause interest on the bonds to become included in gross income for federal income tax purposes. l In connection with the offering of the bonds the Town has executed a Continuing Disclosure Certificate (as it may be amended from time to time, the "Certificate"). The Town hereby covenants to comply with the provisions of the Certificate, and reference is made to the Certificate for a description of the nature and extent of the obligations of the Town and the rights of the owners of the bonds under the Certificate. The Certificate is described in the Official Statement relating to the bonds. A copy of the Certificate is available from the Town upon request. TOWN OF NORTH ANDOVER, MASSACHUSETTS Countersigned; f..-� `e1"ectmen ("Down Sea]) i I LEGAL OPINION The fallowing opinion is based on facts and the law existing on the date of original delivery of the bonds described therein. LOCKE LORD LLP i I I I Huntington Avenue Boston, Massachusetts Jennifer Yarid, Treasurer Town of North Andover North Andover, Massachusetts $9,435,000 Town of North Andover, Massachusetts General. Obligation Municipal Purpose Loan of 2015 Bonds Dated Tune 15, 2015 We have acted as bond counsel to the Town of North Andover, Massachusetts (the "Town") in connection with the issuance by the Town of the above-referenced bonds (the "Bonds"). In such capacity, we have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion we have relied upon representations and covenants of the Town contained in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based on our examination, we are of the opinion, under existing law, as follows: 1 I. The Bonds are valid and binding general obligations of the Town and, except to the extent they are paid from other sources, the principal of and interest on the Bonds are payable from taxes which may be levied upon all taxable property in the Town, subject to the limit imposed by Chapter 59, Section 21C of the General Laws. 2. Interest on the Bonds is excluded from the gross income of the owners of the Bonds for federal income tax purposes. In addition, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. However, such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. In rendering the opinions set forth in this paragraph, we have assumed compliance by the Town with all requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, and continue to be, excluded from gross income for federal income tax purposes. The Town has covenanted to comply with all such requirements. failure by the Town to comply with certain of such requirements may cause interest on the Bonds to become included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. Except as expressed in paragraph 4 below, we express no opinion regarding any other federal tax consequences arising with respect to the Bonds. 3. Interest on the Bonds is exempt from Massachusetts personal income taxes and the Bonds are exempt from Massachusetts personal property taxes. We express no opinion regarding any other Massachusetts tax consequences arising with respect to the Bonds or any tax consequences arising with respect to the Bonds under the laws of any state other than Massachusetts. 4. The Bonds are qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code. This opinion is expressed as of the date hereof, and we neither assume nor undertake any obligation to update, revise, supplement or restate this opinion to reflect any action taken or omitted, or any facts or circumstances or changes in law or in the interpretation thereof, that may hereafter arise or occur, or for any other reason. The rights of the holders of the Bonds and the enforceability of the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. LOCKS LORD LL P i AM 50663340,1 i I N'*' nn p..jry,�wr. I""w"�y .:°an�.'° "R➢m ..eP9✓ ""' f" _- ", �+' .,:.. �.,P° d +aax.,,a� ,y,. ,. �m�.,.T� a, � x,s� ,y:. �', �e.„xru ...`t«�:.d�" n�,.:,, '" �n "Ya!rvc 1 ax�a,..�. ,, .s. �;v 1� I��•.�. , s� �� 1 ,;1�,.,&�1p ,,, m aaz&�M1 �� ,„fl,�".. o., nn tur rwy 41 �„r? f„"'�w�m m 'H .484s reran;4,".� m ,� anw ��.9Vd " 1'"a��:r,w ,� w.m�:a u�a ✓flu �? n.�,.. „aSm� f� aw. 4�., a� ,w.,�k, ..ern�,, �y �a :' w�{ �,.�.. r.,vr/• W „�: emd ,rte, � r,vw,.nhw.,r.. �m N :...: m m r,rr4�W f.. rrmy �,„�m� 7„ Wry VW :�$ .�:•-:, n.,g, a�,.`Y �'. + � .,:.:: .,t, a: .. ,�: hf��r '�,... � +�I, �,. , r� r;:,. ,r �,r,;, au�tG�. ,,� r.,,,,�� �s ,: ran dr�� �o.,;;v�` r,, sr ;<£fi;,,.,,�mw�q !�,,,,,�"� e+r5me�r .,,,. .,,a,nG•.,� Kx�!:>G ;;:rtx,.,�z/ ttau,iW;J 1��„s. n�� R:fir .L,, �".���fldd u.��h wa a m �`+r„, �” ^-�r'�e, �' °�� �. �,•����' rays, ,,. "�",r,v �a�a�:rss' � �.�i�W �,�a R-14 $,330,000 @ � T United States of America n` , }4 The Commonwealth of Massachusetts trY ' o, TOWN OF NORTH ANDOVER n Rx 'ro' GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2015. BOND .r gar p r I� a Interest Maturity Originalyo( Rate Date CUSIP � Issue Date �a,rm 3,00%v March 15, 2032 657237 Z71 Tune 15, 2015 tw PRINCIPAL AMOUNT: THREE HUNDRED THIRTY THOUSAND , DOLLARS fur`l + ; d 4g REGISTERED OWNER: CEDE & CO. � F _ REGISTRATION DATE: TUNE 15, 2015 4 °prinhk REGISTRAR AND � t �;: rel lrt & PAYING AGENT: U.S. BAND.NATIONAL ASSOCIATION t1 The Town of North Andover, Massachusetts (the "Town"), for value 4 received, promises to pay to the Registered Owner of this bond or registered ; assigns the Principal Amount specified above, in lawful money of the United States of America on the Maturity Date unless this bond is called for earlier e en redemption, upon presentation and surrender hereof, with interest (calculated on fl ll4 the basis of a 360-day year of twelve 30-day months) at the Interest Rate per v' annum, payable on September 15, 2015 and semiannually thereafter on March 151 and September 15 of each year (each, an"Interest Payment Date") until thei, Principal Amount is paid or has been duly provided for. This bond will bear fz interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the Original Issue Date. The record date for the payment of interest on this Bond shall be the last business day of the "r month preceding an interest payment date, ` t This bond is one of an issue of$9,435,000 aggregate principal amount „ I i R issued by the "fawn pursuant to Chapter 44 of the General Laws as amended for N design, equipment,roads, sidewalks, buildings, paving, remodeling, information �� r MV- technology, energy conservation improvements and refunding purposes. The w , v ,1. k: .;:.;., a� �?:;; "R ..',... d ,,..,, ,.,...°�:a. v ..,,.. d�n ;, a ..�.r "t r••F � ";., ., °�, .G,.0 .r.+,s:_,e�, �,� 6,r �-, „�"' f. � � � ✓'.,Wn�,�s ff,"gyp.,,,r aV. � � r � „n r t V F ,�, ��; ;*tt�" � � a„v ,�, l 4�r ,. .:z•a� �W@� na .; u!�. ,., �s, �o � ryry,�,�; � ;S�a� '�" p/�� w s ,:,,,r' �a�# ,M w ,p 8 w ��^�u”h u �,""”„ .� we a s '�' � WA �, � r.. nn .,.�e nuw :,.„ .-••: w"� "�.:rd..�u ,: � In .;S"h5w rY� � .,, � ro n ,.,.�' l:� �u�� ., r*Y, nub rr. .p,t�n m.. ,,. "r.,.; �m3 z. , e•Wnam'',..,„ ,n..,�� :.:.14tr �u,,:..r.� g1yr: 'W r{ta.,.t e rs....w..�gSl4 r!.rw.L��,"t td1r�,...aC3 4PI :..,..sa�Vt ,,,u.,...d :rr*r n. ,1yr, ,•+a F„„,..,..dS4�s n�M,n .. 1,.5 8��&.f.,�, S�sw � .rt,;.d. W,. C ��f.;: w .,w. bonds are issuable only in fully registered form in the denomination of five thousand dollars ($5,000) or any integral multiple thereof. The bonds are general obligations of the Town and the full faith and credit of the Town is pledged for the payment of principal of and interest on the bonds as the same shall become due and payable, The bonds are being issued by means of a book entry system, with bond certificates immobilized at The Depository Trust Company,New York, New York ("DTC") evidencing ownership of the bonds in principal amounts of five thousand dollars ($5,000) or integral multiples thereof and with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Bond certificates are not available for distribution to the public. The principal or redemption price, if any, of and interest on this bond are payable by U.S. Batik National Association, or its successor as paying agent (the "Paying Agent") for the Town, to the Registered Owner of this bond, as nominee of DTC. Transfer of principal, redemption price, if any, and interest payments to participants of DTC is the responsibility of DTC; transfer of principal, redemption price, if any, and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The Town is not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. In the event that (a) DTC determines not to continue to act as securities depository for the bonds or (b) the Town Treasurer determines that continuation of the book entry system of evidence and transfer of ownership would adversely affect the interests of the beneficial owners of the bonds, the Town will discontinue the book entry system with DTC, If the Town fails to identify another qualified securities depository to replace DTC, the Paying Agent will authenticate and deliver replacement bonds in the form of fully registered certificates. This bond is transferable only upon the books of the Town which shall be kept for such purpose by the Paying Agent. This bond may not be transferred or exchanged in a manner which would involve the delivery of bond certificates to the beneficial owners of bonds unless the book entry system has been discontinued by the Town in accordance with the preceding paragraph, in which case replacement bonds may be issued in accordance with law and such procedures as the Town 'Treasurer shall deem appropriate. The bonds of this issue (except the bonds maturing on or before March 15, 2023, which are not subject to redemption prior to maturity) are redeemable prior to maturity on or after March 15, 2023, at the option of the Town, as a whole or in part at any time, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date, The bonds of this issue maturing on March 15, 2031, unless called for earlier redemption as provided above, shall be retired in part prior to maturity by mandatory serial redemptions in the principal amounts specified below, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date; Principal Date Amount March 15, 2028 $395,000 March 15, 2029 330,000 March 1.5, 2030 330,000 March 15, 2031 (maturity) 330,000 The Town may purchase all or any portion of the Term Bond from any available funds at a price not exceeding par and accrued interest. Any principal amount of the Term Bond purchased and surrendered to the Paying Agent prior to January 15 in a year in which mandatory redemption is required for the Term Bond (unless previously applied as a credit against a mandatory redemption requirement) shall be credited against the principal amount required to be called and prepaid or paid on the following March 15. In the event any bonds are called for redemption, notice will be sent by registered mail not more than sixty (60) days nor less than thirty (30) days prior to the redemption date to the registered owner of such bonds, as nominee of DTC. It will be the responsibility of DTC and its participants to give notice of the redemption to beneficial owners of the bonds to be redeemed. With respect to the redemption of any such bond, failure to mail notice to the registered owner of any other bond, any defect in the notice to the registered owner of any other bond, or failure by DTC and its participants to provide notice of redemption to the beneficial owners of such bond will not affect the redemption of such bond. Notice of redemption having been duly given, the bonds to be redeemed, or the portions called for redemption, will become due and payable on the redemption date at the applicable redemption price and, moneys for the redemption having been deposited with the Paying Agent, from and after the date fixed for redemption interest on such bonds, or such portions, will no longer accrue.. With respect to any bond subject to redemption, portions of the principal amount of such bond in the amount of five thousand dollars ($5,000) or any multiple thereof may be redeemed. In the event of such a partial redemption, the identity of the beneficial owners whose beneficial interests in any such bond are to be redeemed and the amount of any such redemption shall be determined by DTC and its participants by lot in such manner as DTC and its participants shall deem appropriate. If less than all of the principal amount of any bond is to be redeemed, upon surrender of such bond to the Paying Agent there will be issued to the registered owner, without charge, a new bond for the unredeemed principal SUM. The Town hereby covenants that it will tape all lawful action necessary to comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the bonds in order that interest on the bonds be and continue to be excluded from gross income for federal income tax purposes and it will refrain from taking any action that would cause interest on the bands to become included in gross income for federal income tax purposes, In connection with the offering of the bonds the Town has executed a Continuing Disclosure Certificate (as it may be amended from time to time, the "Certificate"). The Town hereby covenants to comply with the provisions of the Certificate, and reference is made to the Certificate for a description of the nature and extent of the obligations of the Town and the rights of the owners of the bonds under the Certificate. The Certificate is described in the Official Statement relating to the bonds. A copy of the Certificate is available from the Tow upon request. TOWN OF NORTH ANDOVER, MASSACHUSETTS By'� ,1'reasurerlI" / Countersigned: ., 1J 5. 4ry (Town Seal) I i i f LEGAL OPINION I i The following opinion is based on facts and the law existing on the date of original delivery of the bonds described therein. LOCKE LORD LLF 111 Huntington Avenue Boston, Massachusetts Jennifer Yarid, Treasurer Town of North Andover North Andover, Massachusetts $9,435,000 Town of North Andover, Massachusetts General Obligation Municipal Pin-pose Loan of 2015 Bonds Dated June 15, 2015 We have acted as bond counsel to the Town of North Andover, Massachusetts (the "Town") in connection with the issuance by the Town of the above-referenced bonds (the "Bonds"), In such capacity, we have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion we have relied upon representations and covenants of the Town contained in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based on our examination, we are of the opinion, under existing law, as follows; ]. The Bonds are valid and binding general obligations of the Town and, except to the extent they are paid from other sources, the principal of and interest on the Bonds are payable from taxes which may be levied upon all taxable property in the Town, subject to the limit imposed by Chapter 59, Section 21C of the General Laws. 2. Interest on the Bonds is excluded from the gross income of the owners of the Bonds for federal 'income tax purposes. In addition, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. However, such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. In rendering the opinions set forth in this paragraph, we have assumed compliance by the Town with all requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, and continue to be, excluded from gross income for federal income tax purposes. The Town has covenanted to comply with all such requirements, Failure by the Town to comply with i I certain of such requirements may cause interest on the Bonds to become included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. Except as expressed in paragraph 4 below, we express no opinion regarding any other federal tax consequences arising with respect to the Bonds. 3. Interest on the Bonds is exempt fi°om Massachusetts personal income taxes and the Bonds are exempt from Massachusetts personal property taxes. We express no opinion regarding any other Massachusetts tax consequences arising with respect to the Bonds or any tax consequences arising with respect to the Bonds under the laws of any state other than Massachusetts,. 4. The Bonds are qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code. This opinion is expressed as of the date hereof, and we neither assume nor undertake any obligation to update, revise, supplement or restate this opinion to reflect any action taken or omitted, or any facts or circumstances or changes in law or in the interpretation thereof, that may hereafter arise or occur, or for any other reason. The rights of the holders of the Bonds and the enforceability of the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases, L©CKE LORD LLP AM 50663340.1 '-, °;**. .mr �.� rµ° a � ...., u,�^�^u ,.:-�;,.r�' ,w,^'. yrr �, � +r,�gre ';^u' �°-�m+` •�;an^ °m !' ....; 'N'R' •.,m°m.m.° ;°r., ^.u•T". .. r,a.. ,",",�;^"�'' -hr' , a „x. ,,a,^ , ip•w , a. .,.., ,atl.. 1r'h,'w,�, ,H , .{...,. ^.i, a w ,u�”7 y„ .,."°"4, .. sri,. „«^� vrc�'�"'""ao"" .w f:-. ¢ ,��0'i r. {^. .aS", ,z i o �'Ww.+'",",M�. °� H�,;�! ..."} r a'1,..w rn. .,,�!^ .i�,a.a Mir, �'' ,.ar a��d,. •"�:,fib, �.a d'd ao. w t1� .s,F' ^: �YY.�.,,ry ,�^%,d.,,.,„ ,?al ', ,sad& ..,ra^rn .4#^roi.' ':�_aJ i �mrp4Y d c . �S' .a, ✓, &�-.^7 �w Hn ,w, r �� �namn Az, ,� rah N �„gym- ! a .,aH H, ,.a ,.rte 5 a � � ;,r�„,�,a r a �;✓ �',ama ,�,;.;, i�a iIC�,:, a; ,a ,, ,„ � ,,.,,.,, la��,;, _,v�me „a., a vs.,,�.,,aMS I�,,pa�.;,,,u 4"a rm��:<7r r,,:yaw I a ,,, rH � ;�,a tr �',, t;, rt m� ,~, ,u� .G <.�!'.�, _ ar°a a a`� r` _`,;s� ��,, �,.,"✓x kw��+.:. �„: � ,..'r �a �,,, �Y�, ,u� >�ry�: „i �” �d 4 ,,v' ;a�,,,�� �+� �� �d,�g�'�� � ,�?`�Jt� ,,, �, ,a,"S� wwa� m f R-2 $565,000 �rf H rw g � United States of Americal � . x 'l.M : The Commonwealth of Massachusettsdi - ' N I 1 � N TOWN OF NORTH ANDOVER ' S If GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2015 BOND �r�� 01 ,�r, Nil Interest Maturity Original ,��� ��` H ' 1 % p Rate Date CUSIP Issue]Date �'° z��l 4. 3.00% March 15, 2017 657237 X81 June 15, 2015 �� � w PRINCIPAL AMOUNT: FIVE HUNDRED SIXTY-FIVE THOUSAND 6•ffi � +p DOLLARS � i41, as REGISTERED OWNER: CEDE & CO. nb� lrH:. REGISTRATION DATE: JUNE 15, 2015 d NAP 0.s, •,: ! ���' REGISTRAR AND � ki, P G PAYING AGENT: U.S. BAND NATIONAL ASSOCIATION y „ i� The Town of North Andover, Massachusetts (the ``Town"), for value �� x received, promises to pay to the Registered Owner of this bond or registered �+ assigns the Principal Amount specified above, in lawful money of the United $ ;d' ' States of America on the Maturity Date unless this bond is called for earlier „ �°"'w',fl IS+ � N y J� xbil� redemption, upon presentation and surrender hereof, with interest (calculated ont,. the basis of a 3 60-day year of twelve 3 0-day months) at the Interest Rate per � } ' ' w tiz � A� annum payable on September 15 2015 and semiannually thereafter on March 15 gg r 4° and September 15 of each year each, an "Interest Payment Date" until the {4 Principal Amount is aid or has duly provided far. This bond will bear �ara� r p p y p interest from the most recent Interest Payment Date to which interest has been 71 I paid or, if no interest has been paid, f Issue e record rom the Original I Date. Thd a } date for the payment of interest on this Bond shall be the last business day of the month preceding an interest payment date, i - �N This bond is one of an issue of$9,435,000 aggregate rinci al amount MOP #� issued by the Town pursuant to Chapter 44 of the General Laws as amended for ll ra,i� design, equipment, roads, sidewalks,buildings, paving, remodeling, information d. N technology, energy conservation 'improvements and refunding purposes. The � � -A O ppp, C F 9ry H PlrNf� ff 'r,.5 �' a ,,., � '� !''a'^, t "`-�', aw �, ..x " a, � .:a. �rn� �'f�° H •rr�" °� kr"F � n " ,y`..- 11 r~\",. lY,. if,- `:,. •„ u Y ',.I: 8,r `.,:, � ,, 4 !' w9..:±•„. � •.,.,: � � N :�Nr( 'm ,�'+i � d �- �',a. k . H n,,.w,u wr HN. �I; , .,il:mw.z'�.rm.m.,x, '.,nr,w"�mH b L,, l,.�^ k•ai AH4.aM w•mw. ,u:U.urirv�. NM I�1., u• ::'S,�JI nHG rw m,,. 4 i I 4 4 �. r� Gr�r:rvwa.::,.. m ,:, ,• ,.. pp o ..P.,,. d ., ... W:.... .,�w.,5, R.�a. ,,a,. ^v ;�, J< d YO 1, �,,„,r, �.. ,u4 :,}b .p '.,. i M4:�”,pira na',. umm �'�'Hm h,, � .'� eee a".� ,Gnu :W mad.„„ 'r'” .d,��m d, a��aVu�, ,.,.Y uua�� #, xu�.b„�.,,„w "4„M Im�m 5 9, are K.;,a��"• a�,.�n� y cen .,,r�u� Y �', w +W, � mi' `r�:,, ,f�, e,; w„+ ,ie, ai', "w"a r�, ai� � �.., ra., wo-, :x$”r;a+ �;a „�.,• ms, �V � �2.I .., d�"n' n".�. p :aad7 ',wha�! p'�16+ m l: wre"r 69 , ®, Y :r. , t."!Yk��6 '., nwra�. "&r,' I w.Y9t!',n arr•f'-luaam, v.'kl�,W.. ,.'' ""�'. ,.a �, 4"Wr. . t,,, , � r�k x, ,,, �ti•. �'•°� 1,r.m� .r. ,,, gym,,ry� .,�� rM �r C r ,; a ��,,:;„�r� � ;r + 'a:,; � ,a^, �md.. ;�.. .� .� �;, „�. a �,.:m.d, ar, w ^,e.^r:•,� n f,� �.�..rv,„ �r^ <d ,.� a« �H. ��,. ;°:uv.1 . �. ' �:;: �. muw7uavd' v,,,m.�r,�:,,amapa,w:«S�wa ae:..:•11,:�71�u&arad� ” 13�,,.;. ,. ,na ��k 4-:��:.�'�`rl,ti�u'wr.,:"mmwldr da,,,.wu""�.S:n..wn��l eVf,�;,.:�V'�:'�,�u34 -.u"imew:wd�mG ...._�n��,��nc. r7, --��a,.:�, r! �S��aronwm,n�.",znmwxatU:.�, ' 7��..�,,,d�,°as.,�mati�:�Ww:,�a:n•.°,°up L, ✓ �i'� bonds are issuable only in fully registered form in the denomination of five thousand dollars ($5,000) or any integral multiple thereof, The bonds are general obligations of the Town and the full faith and credit of the Town is pledged for the payment of principal of and interest on the bonds as the same shall become due and payable. The bonds are being issued by means of a boob entry system, with bond certificates immobilized at The Depository Trust Company, New York, New York ("DTC") evidencing ownership of the bonds in principal amounts of five thousand dollars ($5,000) or integral multiples thereof and with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Bond certificates are not available for distribution to the public. The principal or redemption price, if any, of and interest on this bond are payable by U.S, Batik National Association, or its successor as paying agent(the "Paying Agent") for the Town, to the Registered Owner of this bond, as nominee of DTC. Transfer of principal, redemption price, if any, and interest payments to participants of DTC is the responsibility of DTC; transfer of principal, redemption price, if any, and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The Town is not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants, In the event that (a) DTC determines not to continue to act as securities depository for the bonds or (b) the Town Treasurer determines that continuation of the book entry system of evidence and transfer of ownership would adversely affect the interests of the beneficial owners of the bonds, the Town will discontinue the book entry system with DTC. If the Town fails to identify another qualified securities depository to replace DTC, the Paying Agent will authenticate and deliver replacement bonds in the form of fully registered certificates. This bond is transferable only upon the books of the Town which shall be kept for such purpose by the Paying Agent. This bond may not be transferred or exchanged in a manner which would involve the delivery of bond certificates to the beneficial owners of bonds unless the boob entry system has been discontinued by the Town in accordance with the preceding paragraph, in which case replacement bonds may be issued in accordance with law and such procedures as the Town Treasurer shall deem appropriate. The bonds of this issue (except the bonds maturing on or before March 15, 2023, which are not subject to redemption prior to maturity) are redeemable prior to maturity on or after March 15, 2023, at the option of the Town, as a whole or in part at any time, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date. The bonds of this issue maturing on March 15, 2031, unless called for earlier redemption as provided above, shall be retired in part prior to maturity by mandatory serial redemptions in the principal amounts specified below, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date: Principal Bate Amount March 15, 2028 $395,000 March 15, 2029 330,000 March 15, 2030 330,000 March 15, 2031 (maturity) 330,000 The Town may purchase all or any portion of the Term Fond from any available fiends at a price not exceeding par and accrued interest. Any principal amount of the Term Bond purchased and surrendered to the Paying Agent prior to ,January 15 in a year in which mandatory redemption is required for the Term Bond (unless previously applied as a credit against a mandatory redemption requirement) shall be credited against the principal amount required to be called and prepaid or paid on the following March 15. In the event any bonds are called for redemption, notice will be sent by registered mail not more than sixty(50) days nor less than thirty(30) days prior to the redemption date to the registered owner of such bonds, as nominee of DTC. It will be the responsibility of DTC and its participants to give notice of the redemption to beneficial owners of the bonds to be redeemed. With respect to the redemption of any such bond, failure to mail notice to the registered owner of any other bond, any defect in the notice to the registered owner of any other bond, or failure by DTC and its participants to provide notice of redemption to the beneficial owners of such bond will not affect the redemption of such bond. Notice of redemption having been duly given, the bonds to be redeemed, or the portions called for redemption, will become due and payable on the redemption date at the applicable redemption price and, moneys for the redemption having been deposited with the Paying Agent, from and after the date fixed for redemption interest on such bonds, or such portions, will no longer accrue, With respect to any bond subject to redemption, portions of the principal amount of such bond in the amount of five thousand dollars ($5,000) or any multiple thereof may be redeemed, In the event of such a partial redemption, the identity of the beneficial owners whose beneficial interests in any such bond are to be redeemed and the amount of any such redemption shall be determined by DTC and its participants by lot in such manner as DTC and its participants shall deem appropriate, If less than all of the principal amount of any bond is to be redeemed, upon surrender of such bond to the Paying Agent there will be issued to the registered owner, without charge, a new bond for the unr edeemed principal sum. The Town hereby covenants that it will take all lawful action necessary to comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the bonds in order that interest on the bonds be and continue to be excluded from gross income for federal income tax purposes and it will refrain from taking any action that would cause interest on the bonds to become included in gross income for federal income tax purposes. In connection with the offering of the bonds the Town has executed a j Continuing Disclosure Certificate (as it may be amended from time to time, the "Certificate"). The Town hereby covenants to comply with the provisions of the Certificate, and reference is made to the Certificate for a description of the nature and extent of the obligations of the Town and the rights of the owners of the bonds under the Certificate. The Certificate is described in the Official Statement relating to the bonds. A copy of the Certificate is available from the Town upon request. TOWN OF NORTH ANDOVER, MASSACHUSETTS B y Trcasurer ' l Countersigned: �Ili;�;d y V L- WAN Selectmen (Town Sea]) LEGAL OPINION The following opinion is based on facts and the law existing on the date of original delivery of the bonds described therein. LOCKE LORD LLP 111 Huntington Avenue Boston, Massachusetts Jennifer `larid, Treasurer Town of North Andover North Andover, Massachusetts $9,435,000 Town of North Andover, Massachusetts General Obligation Municipal Purpose Loan of 2015 Bonds Dated June 15, 2015 We have acted as bond counsel to the Town of North Andover, Massachusetts (the "Town") in connection with the issuance by the Town of the above-referenced bonds (the "Bonds"), In such capacity, we have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion we have relied upon representations and covenants of the Town contained in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation, Based on our examination, we are of the opinion, under existing law, as follows. 1. The Bonds are valid and binding general obligations of the Town and, except to the extent they are paid from other sources, the principal of and interest on the Bonds are payable from taxes which may be levied upon all taxable property in the Town, subject to the limit imposed by Chapter 59, Section 21 C of the General Laws. 2. Interest on the Bonds is excluded from the gross income of the owners of the Bonds for federal income tax purposes. In addition, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. However, such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. In rendering the opinions set forth in this paragraph, we have assumed compliance by the Town with all requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, and continue to be, excluded from gross income for federal income tax purposes. The Town has covenanted to comply with all such requirements. Failure by the Town to comply with certain of such requirements may cause interest on the Bonds to become included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. Except as expressed in paragraph 4 below, we express no opinion regarding any other federal tax consequences arising with respect to the Bonds. 3. Interest on the Bonds is exempt from Massachusetts personal income taxes and the Bonds are exempt from Massachusetts personal property taxes. We express no opinion regarding any other Massachusetts tax consequences arising with respect to the Bonds or any tax consequences arising wifh respect to the Bonds under the laws of any state other than Massachusetts. 4. The Bonds are qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code, This opinion is expressed as of the date hereof, and we neither assume nor undertake any obligation to update, revise, supplement or restate this opinion to reflect any action taken or omitted, or any facts or circumstances or changes in law or in the interpretation thereof, that may hereafter arise or occur, or for any other reason. The rights of the holders of the Bonds and the enforceability of the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. LOCKE LORD LLP AM 50663340,1 I , a"P437J '. Y a r "fina°'rowmM, , •i. r ".:V'A. I'r"",, ,.-.°PW" ^MvY'M T .,sm;r P'0"1"'.ri .,n^,'Tn' "r6"^- ° ro:will ,rF' w""w ,. M.''wYhY"° .. o. "�"w. .. "'�!' °"°:"^ ':�. ,r. �h. -X r�' .Y �'.e,. Pk..'.�' n� ,,;.,, �re i,. % Y71wwr�,,. d gal r r p,: '„:" �„,s+ u,,,,! wa':'di�.' Y, r,�„ g '•.1, wn reYtiY,�. ,ra, i..' YYY,,, nn �,,,,""„ 'r�+nr,n,„ YdP4�W, n.. :�" ^',:�,., -, ,..#�I w..��wYn,'MMwn wPtV.,,.YYYV♦' d� ;.�""," S^"w�"."„, �W , +tPV 1t�` gnmq.�1:,"..>,.��,� oqff��., rY1Pq'm�'„ ,@ ,,.� x p$ 4'FPP �*, .aa, � q. , u .., ,E ,.XS,d,,:,� ,,. X� �a .. , �.�a i 3w�, � r„,:�✓.a� IW.,r.r e ,yW^.,a ., �„�,, , �a,�„i B r i/., t „�4Y�? � '"��c^w,^��', ^'�--, 7!!�.asrr,,��. „ti„ �va d'r.K'. �, �r:;W✓.,� L.,,,,,,,�na"i.rtlf rX,r +'u:.,, �&x, ,a Xx{I .-, iCr� WP",,.,d a :u,:awa i�r" "�..;, °ii e�;'rx;'. s r -�. awCi '� -�;t ` , ;...:.. r�+A,i'rY.„„,. �'Pp`..��Ya1`.c �.�. ;,r: .;,`��. ./P� "ur'v.:., r”, „',r N� � "tio,,:;• �",+.. W .,,. k'✓ '.spr.� Y_^wr'"."v",. r., .a/� abre '�,ti �'r"Y`� s:"t'+'' `u,`P v4,Pa,��,q,7'�, '" ,:: rqt Ord L. ^xa,k R-3 $565 000 n United States of America t;,, r � The Commonwealth of Massachusetts INI0 r TO" OF NORTH ANDOVER GENERAL OBLIGATION �a, MUNICIPAL PURPOSE LOAN OF 2(}15 BOND u_,QIo 4 Interest Maturity Original Rate Date CUSIP Issue Date '°,` K 41 4.00% March 15, 2018 657237 X99 June 15, 2015 PRINCIPAL AMOUNT: FIVE HUNDRED SIXTY-FIVE THOUSANDye� w arg DOLLARS 191 � T REGISTERED OWNER: CEDE & CO. � ” _ a REGISTRA'T'ION DATE: JUNE 15, 2015 wt REGISTRAR AND F P PAYING AGENT: U.S. BAND NATIONAL ASSOCIATION X " The Town of North Andover, Massachusetts (the "Town"), for value qair received, promises romi to pay to the Registered Owner of this bond or registered t,rr" assigns the Principal Amountspecified above, in lawful money of the United States of America on the Maturity Date unless this bond is called for earlier i Mi� redemption, upon presentation and surrender hereof, with interest (calculated on 01 fs4`` the basis of a 360-day year of twelve 30-day months) at the Interest Rate per X„ �i "WnffN� annum, payable on September 15, 2015 and semiannually thereafter on March 15 Y" p and September 15 of each year (each, an "Interest Payment Date") until they _ Principal Amount is paid or has been duly provided for. This bond will bear ;` d fl interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the Original Issue Date, The record �X' P r date for the payment of interest on this Bond shall be the last business day o the � j.� z,�r f Fks �d'. month preceding an interest payment date. 49, This bond is one of an issue of$9,4'35,000 aggregate princi al amount rlU-ra principal r Y a, issued by the Town pursuant to Chapter 44 of the General Laws as amended for design, equipment, roads, sidewalks,buildings, paving, remodeling, information X technology, energy conservation improvements and refunding purposes, The ag :a.. x+islipra. s .. , ,2 a , 4':' r� rt::F r 7.„ "f t. n"1- ✓ :u. -., v"°. w,„rr G+qa,� tw. a�kr..,. .,, v� ,:,�.. ,�(-. 'G•l:. n:.,:".r r' e.,,q, ; .,.. �, .,.m x,aa r.y.,.e"�'.,. WW.9Y: >w..: ,x,, as „�..,.., ,.�,: s.�Y� -, ..-. .`�, �:; Ylkr..a °h �, r,�ta �.�n �r:r�.,,�,.,,w...w nw� � 4-�,,.,a�1.,.�P.,rs �Y"ilu.� ta;�r,.p {.,.. .,.� !1, '�q,%,� r d, ��, �;� n W w W.. � ",,�n n Sum'•' u�::��^�nv r>°r„Y a� '�.e+'' .. :','�. a^;• i ."'. X gp ,... .„� x��.,� .,.�"n,. &i'rt .'�.h v,-. -., ': SYn�p .-�o d"M ,'+'w mrvve^. , d.ryrv„pv uwwnv.;' °"°3r ., n " ,% 'Sean .w.+aruekr� ., A. 5 d ,^.: 'Y„ �:•"", a tr:�,P t� rr,.: rta,� 6"Lr:� ,rv� rh,r� ++'m° sz w.:,,e aY`t, dP., a ��t .u�a.� l�r. ,. P,,. nt � x �W',.,s nP. .' r r. �:. av �;� "d",' onuu'tr.aE":.�asvwttm 3�ra,nh,..{..... .�.... ..�, -a�a"GA,;avaa .° r .itr.�,E mn aY ,r9.w.'.Nn�.Idrta»P.J:4u�rP,an:C+wrrtiL., „r: ,m,� aAa lda $�d�nitl"ak,M:nor ry u p{w ert>!ti,f,�Yn... ...... bonds are issuable only in fully registered form in the denomination of five thousand dollars ($5,000) or any 'integral multiple thereof. The bonds are general obligations of the Town and the full faith and credit. of the Town is pledged for the payment of principal of and interest on the bonds as the same shall become due and payable, The bonds are being issued by means of a book entry system, with bond certificates immobilized at The Depository Trust Company,New York, New York (66DTC") evidencing ownership of the bonds in principal amounts of five thousand dollars ($5,000) or integral multiples thereof and with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Bond certificates are not available for distribution to the public, The principal or redemption price, if any, of and interest on this bond are payable by U.S. Bank National Association, or its successor as paying agent(the "Paying Agent") for the Town, to the Registered Owner of this bond, as nominee of DTC. Transfer of principal, redemption price, if any, and interest payments to participants of DTC is the responsibility of DTC; transfer of principal, redemption price, if any, and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The Town is not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants, In the event that (a) DTC determines not to continue to act as securities depository for the bonds or (b) the Town Treasurer determines that continuation of the book entry system of evidence and transfer of ownership would adversely affect the interests of the beneficial owners of the bonds, the Town will discontinue the 'book entry system with DTC. If the Town fails to identify another qualified securities depository to replace DTC, the Paying Agent will authenticate and deliver replacement bonds in the form of fully registered certificates. This bond is transferable only upon the books of the Town which shall be kept for such purpose by the Paying Agent. This bond may not be transferred or exchanged in a manner which would involve the delivery of bond certificates to the beneficial owners of bonds unless the book entry system has been discontinued by the Town in accordance with the preceding paragraph, in which case replacement bonds may be issued in accordance with law and such procedures as the Town Treasurer shall deem appropriate. The bonds of this issue (except the bonds maturing on or before March 15, 2023, which are not subject to redemption prior to maturity) are redeemable prior to maturity on or after March 15, 2023, at the option of the Town, as a whole or in part at any time, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date. i The bonds of this issue maturing on March 15, 2031, unless called for earlier redemption as provided above, shall be retired in part prior to maturity by mandatory serial redemptions in the principal amounts specified below, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date: Principal Date Amount March 15, 2028 $395,000 March 15, 2029 330,000 March 15, 2030 330,000 March 15, 2031 (maturity) 330,000 The Town may purchase all or any portion of the Term Bond from any available funds at a price not exceeding par and accrued interest, Any principal amount of the Term Bond purchased and surrendered to the Paying Agent prior to January 15 in a year in which mandatory redemption is required for the Term Bond (unless previously applied as a credit against a mandatory redemption requirement) shall be credited against the principal amount required to be called and prepaid or paid on the following March 15. In the event any bonds are called for redemption, notice will be sent by registered mail not more than sixty (60) days nor less than thirty (30) days prior to the redemption date to the registered owner of such bonds, as nominee of DTC. It will be the responsibility of DTC and its participants to give notice of the redemption to beneficial owners of the bonds to be redeemed. With respect to the redemption of any such bond, failure to mail notice to the registered owner of any other band, any defect in the notice to the registered owner of any other bond, or failure by DTC and its participants to provide notice of redemption to the beneficial owners of such bond will not affect the redemption of such bond. Notice of redemption having been duly given, the bonds to be redeemed, or the portions called for redemption, will become due and payable on the redemption date at the applicable redemption price and, moneys for the redemption having been deposited with the Paying Agent, from and after the date fixed for redemption interest on such bonds, or such portions, will no longer accrue. With respect to any bond subject to redemption, portions of the principal amount of such bond in the amount of five thousand dollars ($5,000) or any multiple thereof may be redeemed. In the event of such a partial redemption, the identity of the beneficial owners whose beneficial interests in any such bond are to be redeemed and the amount of any such redemption shall be determined by DTC and its participants by lot in such manner as DTC and its participants shall deem appropriate, if less than all of the principal amount of any bond is to be redeemed, upon surrender of such bond to the Paying Agent there will be issued to the registered owner, without charge, a new bond for the unredeemed principal sum. i The Town hereby covenants that it will take all lawful action necessary to comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the bonds in order that interest on the bonds be and continue to be excluded from gross income for federal income tax purposes and it will refrain from taking any action that would cause interest on the bonds to become included in gross income for federal income tax purposes. In connection with the offering of the bonds the Town has executed a Continuing Disclosure Certificate (as it may be amended from time to time, the "Certificate"). The Town hereby covenants to comply with the provisions of the Certificate, and reference is made to the Certificate for a description of the nature and extent:of the obligations of the Town and the rights of the owners of the bonds under the Certificate. The Certificate is described in the Official Statement relating to the bonds. A copy of the Certificate is available from the Town upon request. TOWN OF NORTH ANDOVER, MASSACHUSETTS By: )"Al Treasurer Countersigned; ✓ �s' J t"t, f ct n (Town Seal) LEGAL OPINION The following opinion is based on facts and the law existing on the date of original. delivery of the bonds described therein, I LOCKE LORD LLP 111 Huntington Avenue Boston, Massachusetts Jennifer Yarid, Treasurer Town of North Andover North Andover, Massachusetts $9,435,00,0 Town of North Andover, Massachusetts General Obligation Municipal Purpose Loan of 2015 Bonds Dated June 15, 2015 We have acted as bond counsel to the Town of North Andover, Massachusetts (the "Town") in connection with the issuance by the Town of the above-referenced bonds (the "Bonds"). In such capacity, we have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion we have relied upon representations and covenants of the Town contained in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based on our examination, we are of the opinion, under existing law, as follows: 1. The Bonds are valid and binding general obligations of the Town and, except to the extent they are paid from other sources, the principal of and 'interest on the Bonds are payable from taxes which may be levied upon all taxable property in the Town, subject to the limit imposed by Chapter 59, Section 21 C of the General Laws. 2. Interest on the Bonds is excluded from the gross income of the owners of the Bonds for federal income tax purposes. In addition, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. However, such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. In rendering the opinions set forth in this paragraph, we have assumed compliance by the Town with all requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, and continue to be, excluded from gross income for federal income tax purposes. The Town has covenanted to comply with all such requirements. Failure by the Town to comply with certain of such requirements may cause interest on the Bonds to become included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. Except as expressed in paragraph 4 below, we express no opinion regarding any other federal tax consequences arising with respect to the Bonds. 1 Interest on the Bonds is exempt from Massachusetts personal income taxes and the Bonds are exempt from Massachusetts personal property taxes. We express no opinion regarding any other Massachusetts tax consequences arising with respect to the Bonds or any tax consequences arising with respect to the Bonds under the laws of any state other than Massachusetts, 4. The Bonds are qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code. This opinion is expressed as of the date hereof, and we neither assume nor undertake any obligation to update, revise, supplement or restate this opinion to reflect any action taken or omitted, or, any facts or circumstances or changes in law or in the interpretation thereof, that may hereafter arise or occur, or for any other reason. The rights of the holders of the Bonds and the enforceability of the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. Loom LORD LLP AM 50663340.1 ` "W. m,"0'MY'°, .,,•."�. ,a"r'Y,r.W.Y P& wavi, : ",.aW+'" $M'MW...F: w;q°1'm,vi:,�wmm�vw-°a .e.7v±.p�,^ ffi9"":C".. '��WW'ti 7" dw'm°W w6, r T W.. W!wy""'" «::,'7dr° ..r:. a; "",W'Ra ,y:.YM� a "iM'Rm +.:,� ,��.r•N R y z.,,.,„.&N�,.., ,,,�. �,xr, 1,. u..da .:,:N,m.r : "5.h,. aN l:q��.. fr iAY'.nva @ ,,I,. ,,wr ><,:,. L„,......J 'S�'l�. w�..,,, k ,A,le PNt.„ ,.:I' ,,rx,.r� k ,,Ptru. 9.,. .„,�. ..a, .. .,,. rr ,�.,."n .a..v ,: N +�; '.c V' .., d,.., 1 `r"wr; ✓ ,4 ..�;,.. ,,.,»a: k.. ,,,.Y n , w�;S,r:." 4 '�, s. . ,,,n. � „,.rrh ,.:�i wr: ,,.r _ $565,000 United States of America � R The Contonwealth of Massachusetts a 4 F TOWN N CIF NORTH ANDOVER wry GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2015 BOND gN �a Interest Maturity Original ffi.W I a� r fir Rate Date CUSIP Issue Date Age 4,00% March 15 2019 657237 Y23 June 15 2015 ��� A. PRINCIPAL AMOUNT: FIVE HUNDRED SIXTY-FIVE THOUSAND � 1 r DOLLARS '"J r REGISTERED OWNER: CEDE & CO. yid REGISTRATION DATE: JUNE 15, 2015 "`€ak REGISTRAR AND �k PAYING AGENT: U.S. BAND.NATIONAL ASSOCIATION al ”°ro The Town of North Andover, Massachusetts (the "Town"), for value received, promises to pay to the Registered Owner of this bond or registered ?wtJFtt I w,, r assigns the Principal Amount specified above in lawful money f the United �� y States of America on the Maturity Date unless this bond is called for earlier r,rZ PIR z RI redemption, upon presentation and surrender hereof, with interest (calculated onlr the basis of a 360-day year of twelve 30-day months) at the Interest Rate per ' ,�Ma'Mlp ,rl d9 ° � p � 3as s annum, payable on September 15, 2715 and semiannuall y € t, thereafter on March 15 and September 15 of each year (each, an ”Inteerest Payment Date") until the tk Principal Amount is paid or has been duly provided for. This bond will bear OR interest from the most recent Interest Payment Date to which interest has been 't iV paid or, if no interest has been paid, from the Original Issue Date. The record 10 date for the payment of interest on this Bond shall be the last business day of the month preceding an interest payment date, � I v , �rW This bond is one of an issue of$9,435,000 aggregate principal amountrA # ,. issued by the Town pursuant to Chapter 44 of the General Laws as amended for design, equipment, roads, sidewalks, buildings, paving, remodeling, information 04PW` U =rer technology, energy conservation improvements and refunding purposes, The W 4 5t; tt fe., 4h°'w'���'..,. ^N� ✓ , � �, r .,", ... do 'r 6�'�i:"�.... � t:,� � ..:r rg r �.....� } � �... % ..�, � � '�N �... d .,x � � ;, , w, ,.. „�r ,,r ,, � �'� � �;L, �. -�,,, `.Y r'ffi✓" .,'r��« ;r '� w"�d �:" ,r .: a��'°� rr>A n`b la . ffi� r Wre.. Np�@ wffio, wr, ��aa i, w „, a,,d�ceW' ,<'� fA.. x�,ax�: ,.a ",�'..aaa ffia�a�„„.;�`. .�.tom' �'•,i aaaX ti. .,aa�reai.. w',. �, ��,,,. r 6; dwa`, 9�� :.ir!��ffi.aP ,,. �aaS 'S1'..:1d�+ ,,.X+n Ar�. ma. 1f; fmd � �.�#b•r,'�r„ nyM... L i�,,:w9' fa,�' ao'.�a`� .$..-„�. ."°L�dY c&.6 »ud , �°.W,.�„ �'°'aF. bonds are issuable only in fully registered form in the denomination of five thousand dollars ($5,000) or any integral multiple thereof. The bonds are general obligations of the Town and the full faith and credit of the Town is pledged for the payment of principal of and interest on the bonds as the same shall become due and payable. The bonds are being issued by means of a book entry system, with bond certificates immobilized at The Depository Trust Company,New York, New York ("DTC") evidencing ownership of the bonds in principal amounts of five thousand dollars ($5,000) or integral multiples thereof and with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rapes and procedures established by DTC. Bond certificates are not available for distribution to the public. The principal or redemption price, if any, of and interest on this bond are payable by US, Bank National Association, or its successor as paying agent(the "Paying Agent") for the Town, to the Registered Owner of this bond, as nominee of DTC. Transfer of principal, redemption price, if any, and interest payments to participants of DTC is the responsibility of DTC; transfer of principal, redemption price, if any, and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The Town is not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. In the event that (a) DTC determines not to continue to act as securities depository for the bonds or (b)the Town Treasurer determines that continuation of the book entry system of evidence and transfer of ownership would adversely affect the interests of the beneficial owners of the bonds, the Town will discontinue the book entry system with DTC. If the Town fails to identify another qualified securities depository to replace DTC, the Paying Agent will authenticate and deliver replacement bonds in the farm of fully registered certificates, This bond is transferable only upon the books of the Town which shall be kept for such purpose by the Paying Agent. This bond may not be transferred or exchanged in a manner which would involve the delivery of bond certificates to the beneficial owners of bonds unless the book entry system has been discontinued by the Town in accordance with the preceding paragraph, in which case replacement bonds may be issued in accordance with law and such procedures as the Town Treasurer shall deem appropriate. The bonds of this issue (except the bonds maturing on or before March 15, 2023, which are not subject to redemption prior to maturity) are redeemable prior to maturity on or after March 15, 2023, at the option of the Town, as a whole or in part at any time, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date. The bonds of this issue maturing on March 15, 2031, unless called for earlier redemption as provided above, shall be retired in part prior to maturity by mandatory serial redemptions in the principal amounts specified below, at a price equal to the principal amount to be redeemed (without premium)plus accrued interest to the redemption date: Principal Date Amount March, 15, 2028 $395,000 March 15, 2029 330,000 March 15, 2030 330,000 March 15, 2031 (maturity) 330,000 The Town may purchase all or any portion of the Term Bond from any available funds at a price not exceeding par and accrued interest. Any principal amount of the Term Bond purchased and surrendered to the Paying Agent prior to January 15 in a year in which mandatory redemption is required for the Term. Bond (unless previously applied as a credit against a mandatory redemption requirement) shall be credited against the principal amount required to be called and prepaid or paid on the fallowing March 15. In the event any bonds are called for redemption, notice will be sent by registered mail not more than sixty(60) days nor less than thirty (30) days prior to the redemption date to the registered owner of such bonds, as nominee of DTC. It will be the responsibility of DTC and its participants to give notice of the redemption to beneficial owners of the bonds to be redeemed. With respect to the redemption of any such bond, failure to mail notice to the registered owner of any other bond, any defect in the notice to the registered owner of any other bond, or failure by DTC and its participants to provide notice of redemption to the beneficial owners of such bond will not affect the redemption of such bond. Notice of redemption having been duly given, the bonds to be redeemed, or the portions called for redemption, will become due and payable on the redemption date at the applicable redemption price and, moneys for the redemption having been deposited with the Paying Agent, from and after the date fixed for redemption interest on such bonds, or such portions, will no longer accrue, With respect to any bond subject to redemption, portions of the principal amount of such bond in the amount of five thousand dollars ($5,000) or any multiple thereof may be redeemed. In the event of such a partial redemption, the identity of the beneficial owners whose beneficial interests in any such bond are to be redeemed and the amount of any such redemption shall be determined by DTC and its participants by lot in such manner as DTC and its participants shall deem appropriate. If less than all of the principal amount of any bond is to be redeemed, upon surrender of such bond to the Paying Agent there will be issued to the registered owner, without charge, a new bond for the unredeemed principal SUM. I The Town hereby covenants that it will take all lawful action necessary to comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the bonds in order that interest on the bonds be and continue to be excluded from gross income for federal income tax purposes and it will refrain from taking any action that would cause interest on the bonds to become included in gross income for federal income tax purposes. In connection with the offering of the bonds the Town has executed a Continuing Disclosure Certificate (as it may be amended from time to time, the "Certificate"). The Town hereby covenants to comply with the provisions of the Certificate, and reference is made to the Certificate for a description of the nature and extent of the obligations of the Town and the rights of the owners of the bonds under the Certificate. The Certificate is described in the Official Statement relating to the bonds. A copy of the Certificate is available from the Town upon request. TOWN OF NORTH ANDOVER, MASSACHUSETTS By: Treasurer/ � Countersigned: electmen (Town Seal) i i LEGAL OPINION The following opinion is based on facts and the law existing on the date of original delivery of the bonds described therein. LOCKE LORD LLP 111 Huntington.Avenue Boston, Massachusetts Jennifer Yarid, Treasurer Town of North Andover North Andover, Massachusetts $9,435,000 Town of North Andover, Massachusetts General Obligation Municipal Purpose Loan of 2015 Bonds Dated June 15, 2015 We have acted as bond counsel to the Town of North Andover, Massachusetts (the "Town") in connection with the issuance by the Town of the above-referenced bonds (the "Bonds"). In such capacity, we have examined the law and such certified proceedings and ether papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion we have relied upon representations and covenants of the Town contained in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation, Based on our examination, we are of the opinion, under existing law, as follows, 1. The Bonds are valid and binding general obligations of the Town and, except to the extent they are paid from other sources, the principal of and interest on the Bonds are payable from taxes which may be levied upon all taxable property in the Town, subject to the limit imposed by Chapter 59, Section 21C of the General Laws. 2, Interest on the Bonds is excluded from the gross income of the owners of the Bonds for federal income tax purposes, In addition, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. However, such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. In rendering the opinions set forth in this paragraph, we have assumed compliance by the Town with all requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, and continue to be, excluded from gross income for federal income tax purposes. The Town has covenanted to comply with all such requirements, Failure by the Town to comply with certain of such requirements may cause interest on the Bonds to become included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. Except as expressed in paragraph 4 below, we express no opinion regarding any other federal tax consequences arising with respect to the Bonds. 3. Interest on the Bonds is exempt from Massachusetts personal income taxes and the Bonds are exempt from Massachusetts personal property taxes. We express no opinion regarding any other Massachusetts tax consequences arising, with respect to the Bonds or any tax consequences arising with respect to the Bonds under the laws of any state other than Massachusetts. 4. The Bonds are qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code. This opinion is expressed as of the date hereof, and we neither assume nor undertake any obligation to update, revise, supplement or restate this opinion to reflect any action taken or omitted, or any facts or circumstances or changes in laws or in the interpretation thereof, that may hereafter arise or occur, or for any other reason. The rights of the holders of the Bonds and the enforceability of the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. LOCKS LORD LLF AM 50663340.1 , am, ,nm+.t a P�" w+,w ➢e. � � .rra rr. � .,% .(r.. ➢,, r,,, i�,m,ti a9 "ri r awv➢1Wwmw a +1 sti: �"".,>�r',a,": c. .,a.+. .i.. e.,. ,„v"�'"f°",�°„ a 61,a,w" � 1 ,wn, i, „,r� ,�+ ,,.t w cE A« ➢ ,,� ti,sF,+ itts;;:.4t ,t.a�w,„^r ,tz,,:„ v ,", tiu,;��lw,w f, y,p➢ ? ,,,w,� �q ,� .m rd . .",11„„m 1,s rdaa,„. Ndd M11," r➢Nd Y 4 r ad wlw➢w, , d ralw,. �k ,,g h cd� „. mkN:YVa...¢�`�.,J,�rm t<0x�",^�,""n,�nm 'd�:p� �m'•, � f y.;.u ,1r w � ��a�,fd 1 ymw � m �a mmc..d�rc rda. �uw�9.��', ,m'�7;,n�.0 "` uw$n»f�„�r�, w �e pi... �!...�' �syili ,, „�„�^;.m""w,ww„�w w . 1t !IN”, nw +m„"���,�,5� lnwu ➢VFd w 41N .,mmi r,m,";. �.,�,�,���wm 'fIPF�,;h4FN aam ,�°,�Oil v� �d:^1 VE w / � rw,, :jj m® d�086✓"+NtiPo�°,: ," „"%�.� w M �. ,.:wu !�.+ !� m. 1..r9m 9 ,wm wm,wM d, "..4w vr« wmr,i I, I4..�",. r.,;�,.. v. Y➢ tit.s,. Bq ��.,:. ei,i 9 '+ k. � ", ��,;� p �e „�^' � d:. ,„ .,�. " =w w�. ,��, ww „�; Na ,�� <,.,„� a 4➢+.�, .,�., ,,�Mw„ .. .,:.t sx „,,,,; ,�od nw-,cr. "�rl ... as wn�, . � � z.�"� ..: ,�:�.,a� ,��yk��c w+_�.�M, � �5,�, :� � ,• > ,.� s,, ��, r.;:, � ',:-'�M t� ^',�,,, �„, Fe ,,, 4�k„,. +r�� .,,.'� ���r1 .�,.. � Ewa�dili`�W„ ,;� �1 �, �A� '� � ;, it a 1 „�, ^w d + : ' ,.:,. .*�"EN�.�....,i+ , +„^.:� ... '� .�r ..� �u ✓�hY°Fa6� yY '�1� bra R-5 $560,000 a United States of America �� �� « + The Commonwealth of Massachusetts � Eli 1lYa TOWN OF NOR'T'H ANDOVER GENERAL OBLIGATION i MUNICIPAL PURPOSE LOAN OF 2015 BOND UP Interest Maturity Original J '+° Rate Date CUSIP Issue Date 0%, 3,00%' ,mr 3,00% March 15 2020 657237 Y31 June 15 2015 ''y . aw * q PRINCIPAL AMOUNT: FIVE HU DOLLARS SIXTY THOUSAND 11 IN g.,°aa w "g liF��FF REGIS'T'ERED OWNER: CEDE & CO. REGISTRATION DATE: JUNE 15, 2015 ' m. REGISTRAR AND s 11 1 � " PAYING AGENT: U.S. BANK NATTONAL ASSOCIATION ➢, ,p� F The Town of North Andover, Massachusetts (the "Town"), for value a received, promises to pay to the Registered. Owner of this bond or registered "71 assigns the Principal Amount specified above, in lawful money of the United Staten of America on the Maturity Date unless this bond is called for earlierd ' tf a#st` ' ✓/r d6 X redemption, upon presentation and surrender hereof, with interest calculated on " ,10A the basis of a 360-day year of twelve 30-day months) at the Interest Rate per f annuin,payable on 'September 1.5, 2015 and semiannually thereafter on March 15 1 Oar and September 15 of each year (each, an"Interest.Payment Date")until the Ff Principal Amount is paid or has been duly provided for, This bond will bear interest from the most recent Interest Payment Date to which interest has been lqg,t' paid or, if no interest has been paid, from the Original Issue Date, The record �� d a date for the payment of interest on this Bond shall be the last business day of the „e� 1 month preceding an interest payment date, Vzff , li "nos 'Phis bond is one of an issue of$9 435 000 aggregate rinci al amount � � principal issued by the Town pursuant to Chapter 44 of the General Laws as amended for ' design, equipment, roads, sidewalks, buildings, paving, remodeling, information technology, energy conservation improvements and refunding purposes, Thetm tfl li rtii� Orr � ,< .,t 3 `✓., in, .uY , m' :,a s�,fr, r.., ,144.ag "�' �, k; r. ll� '^?.. , s�qi� ,rvw �gy wm,� Maa mw , � '�,�e ii ", o., wa ,�µ•.,�, w,m, aww ,.�..,,. ��,„+ m �. ur 4 ^. µ�p; ae..,M r,,,yy�a -” � aryryXP 'vm ,s.,. ,.111 rdddN nP. w" s q�p .veil FpN ®p,.�w w 3 r:®®ppryry rgW4m dY„` @@ ,www„�.w.,�,�;�: '� �. �kM,1 M1 aW.�l% ''ryry ia.�,d un..a.yy WtlIY' 14NN 1 V rvl..ar®R6 °! ®N�Ixr 'wxr e? p, "..�� ams 4'.."«Xr . ..., IA'a NdAF: wm✓.ubn .nm. lk „rnuA a w"`µ+s aNFf a. `1°'. .d ^ ✓, ,ro- r, , ".! ;,w ,,y,. 1 ,.r;d,, ➢ .,.. 4 9 r ,,.. g,l" iw , x w r"N w....Cori,.�_a ,"...uw.w,��,m.s�•_�..,.�:ru mr<».v.,. ...,u.:w.»i: .�u,..u.:m: ir9 .::f,,.,.:.:: ' .aw,ah,,,.r➢Ari.«w.„.. ➢„w:'", w"rNU�.m�;u'wjmn?;m,maf��wad1�£mana, �..w!.,',.:ltii'* , bonds are issuable only in fully registered form in the denomination of live thousand dollars ($5,000) or any integral multiple thereof. The bonds are general obligations of the Town and the full faith and credit of the Town is pledged for the payment of principal of and interest on the bonds as the same shall become due and payable. The bonds are being issued by means of a book entry system, with bond certificates immobilized at The Depository Trust Company,New York,New York ("D`lyC") evidencing ownership of the bonds in principal amounts of five thousand dollars ($5,000) or integral multiples thereof and with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Bond certificates are not available for distribution to the public. The principal or redemption price, if any, of and interest on this bond are payable by U.S. Bank National Association, or its successor as paying agent (the "Paying Agent") for the Town, to the Registered Owner of this bond, as nominee of DTC. Transfer of principal, redemption price, if any, and interest payments to participants of DTC is the responsibility of DTC; transfer of principal, redemption price, if any, and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other norninees of beneficial owners. The Town is not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. In the event that (a) DTC determines not to continue to act as securities depository for the bonds or (b) the Town Treasurer determines that continuation of the book entry system of evidence and transfer of ownership would adversely affect the interests of the beneficial owners of the bonds, the Town will discontinue the book entry system with DTC. If the Town fails to identify another qualified securities depository to replace DTC, the Paying Agent will authenticate and deliver replacement bonds in the form of fully registered certificates. This bond is transferable only upon the books of the Town which shall be kept for such purpose by the Paying Agent. This bond may not be transferred or exchanged in a manner which would involve the delivery of bond certificates to the beneficial owners of bonds unless the book entry system has been discontinued by the Town in accordance with the preceding paragraph, in which case replacement bonds may be issued in accordance with law and such procedures as the Town Treasurer shall deem appropriate. The bonds of this issue (except the bonds maturing on or before March 15, 2023, which are not subject to redemption prior to maturity) are redeemable prior to maturity on or after March 15, 2023, at the option of the Town, as a whole or in part at any time, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date. I The bonds of this issue maturing on March 15, 2031, unless called for earlier redemption as provided above, shall be retired in part prior to maturity by mandatory serial redemptions in the principal amounts specified below, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date; Principal Date Amount March 15, 2028 $395,000 March 15, 2029 330,000 March 1.5, 2030 330,000 March 1.5, 2031 (maturity) 330,000 The Town may purchase all or any portion of the Term Band from any available funds at a price not exceeding par and accrued interest, Any principal amount of the Term Bond purchased and surrendered to the Paying Agent prior to January 15 in a year in which mandatory redemption is required for the Term Bond (unless previously applied as a credit against a mandatory redemption requirement) shall be credited against the principal amount required to be called and prepaid or paid on the following March 15. In the event any bonds are called for redemption, notice will be sent by registered mail not more than sixty(60) days nor less than thirty (30) days prior to the redemption date to the registered owner of such bonds, as nominee of DTC. It will be the responsibility of DTC and its participants to give notice of the redemption to beneficial owners of the bonds to be redeemed, With respect to the redemption of any such bond, failure to mail notice to the registered owner of any other bond, any defect in the notice to the registered owner of any other bond, or failure by DTC and its participants to provide notice of redemption to the beneficial owners of such bond will not affect the redemption of such bond. Notice of redemption having been duly given, the bonds to be redeemed, or the portions called for redemption, will become due and payable on the redemption date at the applicable redemption price and, moneys for the redemption having been deposited with the Paying Agent, from and after the date fixed for redemption interest on such bonds, or such portions, will no longer accrue. With respect to any bond subject to redemption, portions of the principal amount of such bond in the amount of-five thousand dollars ($5,000) or any multiple thereof may be redeemed. In the event of such a partial redemption, the identity of the beneficial owners whose beneficial interests in any such bond are to be redeemed and the amount of any such redemption shall be determined by DTC and its participants by lot in such manner as DTC and its participants shall deem appropriate. If less than all of the principal amount of any bond is to be redeemed, upon surrender,of such bond to the Paying Agent there will be issued to the registered owner, without charge, a new bond for the unredeemed principal SUM. The Town hereby covenants that it will tape all lawful action necessary to comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the bonds in order that interest on the bonds be and continue to be excluded from gross income for federal income tax purposes and it will refrain from taking any action that would cause interest on the bonds to become included in gross income for federal income tax purposes. In connection with the offering of the bonds the Town has executed a Continuing Disclosure Certificate (as it may be amended from time to time, the "Certificate"). The Town hereby covenants to comply with the provisions of the Certificate, and reference is made to the Certificate for a description of the nature and extent of the obligations of the Town and the rights of the owners of the bonds under the Certificate. The Certificate is described in the Official Statement relating to the bonds. A copy of the Certificate is available from the Town upon request. TOWN OF NORTH ANDOVER, MASSACHUSETTS o ✓�t�,, , / . � By ,-Treasure�" I Countersigned: Selectmen (Town Seal) i LEGAL OPINION The following opinion is based on facts and the law existing on the date of original delivery of the bonds described therein. LOCKE LORD LLP 111 Huntington Avenue Boston, Massachusetts Jennifer Yarid, Treasurer Town of North Andover, North.Andover, Massachusetts $9,435,000 Town of North Andover, Massachusetts General Obligation Municipal Purpose Loan of 2015 Bonds Dated June 15, 2015 We have acted as bond counsel to the Town of North Andover, Massachusetts (the "Town") in connection with the issuance by the Town of the above-referenced bonds (the 64Bonds"), In such capacity, we have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion, As to questions of fact material to our opinion we have relied upon representations and covenants of the Town contained in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based on our examination, we are of the opinion, under existing law, as follows: 1. The Bonds are valid and binding general obligations of the Town and, except to the extent they are paid from other sources, the principal of and interest on the Bonds are payable from taxes which may be levied upon all taxable property in the Town, subject to the limit imposed by Chapter 59, Section 21C of the General Laws. 2. Interest on the Bonds is excluded from the gross income of the owners of the Bonds for federal income tax purposes. In addition, interest on the Bonds is not a,specific preference item for purposes of the federal individual or corporate alternative minimum taxes. However, such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. In rendering the opinions set forth in this paragraph, we have assumed compliance by the Town with all requirements of the Internal revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, and continue to be, excluded from gross income for federal income tax purposes. The Town has covenanted to comply with all such requirements, Failure by the Town to comply with I certain of such requirements may cause interest on the Bonds to become included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. Except as expressed in paragraph 4 below, we express no opinion regarding any other federal tax consequences arising with respect to the Bonds. 3. Interest on the Bonds is exempt from Massachusetts personal income taxes and the Bonds are exempt from Massachusetts personal property taxes, We express no opinion regarding any other Massachusetts tax consequences arising with respect to the Bonds or any tax consequences arising with respect to the Bonds under the laws of any state other than Massachusetts. 4. The Bonds are qualified lax-exempt obligations within the meaning of Section 265(b)(3) of the Code. This opinion is expressed as of the date hereof, and we neither assume nor undertake any obligation to update, revise, supplement or restate this opinion to reflect any action taken or omitted, or any facts or circumstances or changes in law or in the interpretation thereof,that may hereafter arise or occur, or for any other reason. i The rights of the holders of the Bonds and the enforceability of the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. LOCKE[,ORD LLP � AM 50663340.1 1 i I I n„,� ,k, ..., ,;�., `; ”-"•" �,..^. ,dc „ w-.., dr.. 7°'�;"m„ mm r.: a. N'"& .n :.uw«"„'"�'Ir s"""y�:a 7„�' '�n;i"e�^ ...�^*'ma`� ,"�"`"�"w a""'� ..:.7” """ ,,. w '"" ^a a^Ym. ". ^r�°^^, ... ,.v a., �"n,�,. ,nl ,f7o aCA,r,. .,�,3.. 7,.,... a6 .. 1;.... *+... Bi. a?!�,�� i... .,t � ..,ad!{., rh., �Y �kg•.,�,.„9s .. .ro,"" ”' ��, kite ,,.:,,t 7"' """",,;«a... ,! �.sa�"a, ri.,„„."�,q,. •'�.:/ 'mY 1 t-. .f3 .,�. ;, ,a„^J A. e ,,r��,ra�yRYr. ",P:.. "C%.., ;+,r�WB brr: ,sBP., ,1»ti� xuy � �r,�. mm rA"�. �. �, •��tVP �' �x Y r^, ,,.1 e.amu,5 xa IP,a � ,� ry�,Y� w �{ mm�rra,m!' w.«Y,.xm •,�• R7dm 1Y rµ"�”`l" :r�,"�a�i...�m �. � ^`"'x u d "°d ,.•a`��,i"�'ww... �xm��„dam J "�^�,..�'m 4 v.... .,„�u� y .,.�•..�. „ �a�r°.taG" „f, �,�.,��; � u��`�,e� �, ,.. rtlrrd tm� �� �•..,� mtlr ;a��. °,�� „�. `wp7t..,wX�':, , , �� �.,m.. ^ � ... ca r��' �,-,.,.�aB �.,..• r, �s w .'M �.4m ^�"i,�r , xmm ,� �, w� ,,.: "�.N ;��myy vm ,.., ax .,. ,r"-^µ°,.wxm a a�r�mmu'� � ..ab.. . "':� .,,,a ,,. ,, ,.a 6, % ,:h ,..m, Yt° e�..,m u9!..�... V,I d• .,: .�� - r.. b -�- -.v a. hd�..". .it %�� a x� "i d.�.r�. t�', � vt � a '���" R"t.s ,�et*� d"° ,r rs�' ,�`��m,:r �+ � �""gym `mu" m ��� �r �� ,tl r✓ � i�";k a .......... i II R-6 $460,000 y United States of America 1' The Commonwealth of Massachusetts gg � 1 pay TOWN OF NORTH ANDOVER tlld xa. GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2015 BOND e ' �;� Interest Maturity Original Mr Ratedl a Date CUSIP Issue Date AIRIP)'111V.7; ? � " 4.00% March 15, 2021. 657237 Y49 June 15, 2015 {G PRINCIPAL AMOUNT; FOUR HUNDRED SIXTY THOUSANDd .' 11 DOLLARS " REGISTERED OWNER: CEDE & CO, REGISTRATION DATE: JUNE 15, 2015 r9 rr REGISTRAR AND Ea, 'd � PAYING AGENT: U.S. BAND NATIONAL ASSOCIATION ryd.......... % d; The Town of North Andover, Massachusetts (the "Town"), for value received, promises to pay to the Registered Owner of this bond or registered assigns the Principal Amount specified above, in lawful money of the United { States of America, on the Maturity Date unless this bond is called for earlier . , r redemption, upon presentation and surrender hereof, with interest(calculated on ,l the basis of a 360-day year of twelve 30-day months) at the Interest Rate per annum, payable on September 15, 2015 and semiannually thereafter on March 15 and September 15 of each year (each, an Interest Payment Date ) until the , Principal Amount is paid or has been duly provided for. This bond will bear <� � �m .a interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the Original. Issue Date, The recordf ` 21 date for the payment of interest on this Bond shall be the last business day of the month preceding an interest payment date. This bond is one of an issue of$9,435,000 aggregate principal amount a g fr' issued by the Town pursuant to Chapter 44 of the General Laws as amended for ^ design, equipment, roads, sidewalks, buildings, paving, remodeling, information t�r, drrr technology, energy conservation improvements and refunding purposes, The lil ° d as ,,:� 4t�4�y�� tta ���.� "�r�� �:: ,°. �" �m ma,��: r `� �� ��•:.`"m .���r'�.,� "�, � " ..,*�4�����,. {y�. .r �+� +r��«�' tr P � ro����br Nw"3,�m, ,'�"; ,`t.. � .:." � ,,, n' .,.^�" I',,:1 m•� ,,tYX. r m. .tir �'��° i� ,a v .� ,,,:S. P, r, r." �, Yin z.aa,v r+: .,,° vwr "��°'� `1,i hx"k .,.,ray; U, 1"n" .Y ...ap F� („ .,�"�4° :�" rt A m s�+w• N r sb"q ,lu^m �� ®®admrti. ru•2t.�' ars v �'°..ti4. �tY� v:..� o�+> 4a f;w rn �da- a. ,.t.° n,+ bonds are issuable only in fully registered form in the denomination of five thousand dollars ($5,000) or any integral multiple thereof. The bonds are general obligations of the Town and the full faith and credit of the Town is pledged for the payment of principal of and interest on the bonds as the same shall become due and payable. The bonds are being issued by means of a book entry system, with bond certificates immobilized at The Depository Trust Company,New York, New York ("DTC") evidencing ownership of the bonds in principal amounts of five thousand dollars ($5,000) or integral multiples thereof and with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Bond certificates are not available for distribution to the public. The principal or redemption price, if any, of and interest on this bond are payable by U.S. Bank.National. Association, or its successor as paying agent (the "Laying Agent") for the Town, to the Registered Owner of this bond, as nominee of DTC. Transfer of principal, redemption price, if any, and interest payments to participants of DTC is the responsibility of DTC; transfer of principal, redemption price, if any, and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The Town is not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. In the event that (a)DTC determines not to continue to act as securities depository for the bonds or (b) the Town Treasurer determines that continuation of the book entry system of evidence and transfer of ownership would adversely affect the interests of the beneficial owners of the bonds, the Town will discontinue the book entry system with DTC. If the Town fails to identify another qualified securities depository to replace DTC, the Laying Agent will authenticate and deliver replacement bonds in the form of fully registered certificates. This bond is transferable only upon the books of the Town which shall be kept for such purpose by the Laying Agent. This bond may not be transferred or exchanged in a manner which would involve the delivery of bond certificates to the beneficial owners of bonds unless the book entry system has been discontinued by the Town in accordance with the preceding paragraph, in which case replacement bonds may be issued in accordance with law and such procedures as the Town Treasurer shall deem appropriate. The bonds of this issue (except the bonds maturing on or before March 15, 2023, which are not subject to redemption prior to maturity) are redeemable prior to maturity on or after March 15, 2023, at the option of the Town, as a whole or in part at any time, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date. The bonds of this issue maturing on March 15, 2031, unless called for earlier redemption as provided above, shall be retired in part prior to maturity by mandatory serial redemptions in the principal amounts specified below, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date: Principal Date Amount March 15, 2028 $395,000 March 15, 2029 330,000 March 15, 2030 330,000 March 15, 2031 (maturity) 330,000 The Town may purchase all or any portion of the Term Bond from any available funds at a price not exceeding par and accrued interest. Any principal amount of the Term, Bond purchased and surrendered to the Paying Agent prior to January 15 in a year in which mandatory redemption is required for the Term Bond (unless previously applied as a credit against a mandatory redemption requirement) shall be credited against the principal amount required to be called and prepaid or paid on the following March 15. In the event any bonds are called for redemption, notice will be sent by registered mail not more than sixty (60) days nor less than thirty (30) days prior to the redemption date to the registered owner of such bonds, as nominee of DTC. It will be the responsibility of DTC and its participants to give notice of the redemption to beneficial owners of the bonds to be redeemed, With respect to the redemption of any such bond, failure to mail notice to the registered owner of any other bond, any defect in the notice to the registered owner of any other bond, or failure by DTC and its participants to provide notice of redemption to the beneficial owners of such bond will not affect the redemption of such bond. Notice of redemption having been duly given, the bonds to be redeemed, or the portions called for redemption, will become due and payable on the redemption date at the applicable redemption price and, moneys for the redemption having been deposited with the Paying Agent, from and after the date fixed for redemption interest on such bonds, or such portions, will no longer accrue. With respect to any bond subject to redemption, portions of the principal amount of such bond in the amount of five thousand dollars ($5,000) or any multiple thereof may be redeemed. In the event of such a partial redemption, the identity of the beneficial owners whose beneficial interests in any such bond are to be redeemed and the amount of any such redemption shall be determined by D"CC and its participants by lot in such manner as DTC and its participants shall deem appropriate. If less than all of the principal amount of any bond is to be redeemed, upon surrender of such bond to the Paying Agent there will be issued to the registered owner, without charge, a new bond for the unredeemed principal SUM. The Town hereby covenants that it will take all lawful action necessary to comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the bonds in order that interest on the bonds be and continue to be excluded from gross income for federal income tax purposes and it will refrain from taking any action that would cause interest on the bonds to become included in gross income for federal income tax purposes. In connection with the offering of the bonds the Town has executed a Continuing Disclosure Certificate (as it may be amended from time to time, the "Certificate"). The Town hereby covenants to comply with the provisions of the Certificate, and reference is made to the Certificate for a description of the nature and extent of the obligations of the Town and the rights of the owners of the bonds under the Certificate. The Certificate is described in the Official Statement relating to the bonds, A copy of the Certificate is available from the Town upon request. TOWN OF NORTH ANDOVER, MASSACHUSETTS By: Treasurer/' f ,f Countersigned. p e / o lectmen (Town Seal) LEGAL OPINION The following opinion is based on facts and the law existing on the date of original delivery of the bonds described therein. i LOCKE LORD LLP 111 Huntington Avenue Boston, Massachusetts Jennifer Yarid, Treasurer Town of North Andover North Andover, Massachusetts $9,435,000 Town of North Andover, Massachusetts General Obligation Municipal Purpose Loan of 2015 Bonds Dated June 15, 2015 We have acted as bond counsel to the Town of North Andover, Massachusetts (the "Town") in connection with the issuance by the Town of the above-referenced bonds (the "Bonds"), In such capacity, we have examined the law and such certified proceedings and other papers as we have deemed necessary to render,this opinion. As to questions of fact material to our opinion we have relied upon representations and covenants of the Town contained in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based on our examination, we are of the opinion, under existing law, as follows: I. The Bonds are valid and binding general obligations of the Town and, except to the extent they are paid from other sources, the principal of and interest on the Bonds are payable from taxes which may be levied upon all taxable property in the Town, subject to the limit imposed by Chapter 59, Section 21 C of the General Laws, 1 Interest on the Bonds is excluded from the gross income of the owners of the Bonds for federal income tax purposes. In addition, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. however, such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. In rendering the opinions set forth in this paragraph, we have assumed compliance by the Town with all requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, and continue to be, excluded from gross income for federal income tax purposes. The Town has covenanted to comply with all such requirements, Failure by the Town to comply with certain of such requirements may cause interest on the Bonds to become included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. Except as expressed in paragraph 4 below, we express no opinion regarding any other federal tax. consequences arising with respect to the Bonds. 3. Interest on the Bonds is exempt from Massachusetts personal income taxes and the Bonds are exempt from Massachusetts personal property taxes. We express no opinion regarding any other Massachusetts tax consequences arising with respect to the Bonds or any tax consequences arising with respect to the Bonds under the laves of any state other than Massachusetts. 4. The Bonds are qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code. i This opinion is expressed as of the date hereof, and we neither assume nor undertake any obligation to update, revise, supplement or restate this opinion to reflect any action taken or omitted, or any facts or circumstances or changes in law or in the interpretation thereof, that may hereafter arise or occur, or for any other reason. The rights of the holders of the Bonds and the enforceability of the Bonds may be subject to banlo•uptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. LOCKE LORD UP AM 50663340.1 ..�.a. .j ..,x S„y.. ,w. a 4.iiw u „ ia.f J. �y..,"«$” �^ ,a,:+ r..: ...iP „^. �. ,„,”, K N t YI, &•'�,,, VN$E% r nr,, 3 p7+. ,[ it a ,9{} "rn,", xo9... .,m^,¢� ,.;I s,a',,,3��.5,. ,�. ip�"�A •.aweRS.d.... �,, "° I '�'�.x�a ��.<:.n ..;,,. ar r,f 'rc ..; '` k„ � M:�. r..!.w.. rr? .,,,,p�w �. �.. ..,. Ufa re�,,....; �w a: a.u.� ,.,T$ r✓r ,,� �, v�'} ' :'�' md. + ,:�Y , ,��, vY �+ ,�,,�w rai :,a,: �d,., *'k�'.;',c�. iS��"�7�. $YQ a.9��" o-��$mJ;�:Jy` "ww,.Pow Y �m _.yaa�,� `.�`y'+• n�,, $"N,Yra :Y ,�'� - �, � .�i .°�fl'`��a.�y�< :'ewl� r,{,�.�x.p��'. ���3'rx t1° R-7 $460,()00 � ' WI, l� m i ' United States of America The Commonwealth of Massachusetts lj TOWN OF NORTH A NDOVER ray GENERAL OBLIGATION lgl tn' MUNICIPAL PURPOSE LOAN OF 2015. BOND ° 10. W� f Interest Maturity Original 411ff "AN,a � Rate Date CUSIP Issue Date m � "a Ndr 4r 4,00% March 15 2022 657237 Y56 June 15 2015 dkli PRINCIPAL AMOUNT: FOUR HUNDRED SIXTY THOUSAND ' $ DOLLARSx.` REGISTERED OWNER: CEDE & CO. l W REGISTRATION DATE: JUNE 15, 2015 r; REGISTRAR AND d i�u0 TIN D PAYING AGENT: U.S, BANK NATIONAL ASSOCIATION M The Town of North Andover, Massachusetts (the "Town"), for value ma, ' , , dP received, promises to pay to the Registered Owner of this bond or registered , {�,, assigns the Principal Amount specified above, in lawful money of the United States of America, on the Maturity Date unless this bond is called for earlier redemption, upon presentation and surrender he're'of, with interest (calculated on "gq 10 � 1 the basis of a 360-day year of twelve 30-day months) at the Interest Rate per iwlr Via+ T= annum, payable on September 15 2015 and semiannually thereafter on March 15 l �l and September 15 of each year(each, an"Interest Payment Date") until the Principal Amount is paid or has been duly provided for. This bond will bear interest from the most recent Interest Payment Date to which interest has been ors ata fPa paid or, if no interest has been paid, from the Original Issue Date. The record date for the payment of interest on this Bond shall be the last business day of the � �t K � month preceding an interest payment date, " This bond is one of an issue of$9,435,000 aggregate rinci al amount WW ��ara issued by the Town pursuant to Chapter 44 of the General Laws as amended for AM% "rP1 design, equipment, roads, sidewalks, buildings, paving, remodeling, information n technology, energy conservation improvements and refunding purposes. The rr ,.'-:,.. !,,,-,,.r 4• �'rd�_, ad A,. r „,. '81�r+✓✓.,. �' , .. m �^',a� ?' ,. �.>„r ..� ?YY.,, ",.,; !; ,�.!"r �� ,,. ,�. v.., �°�'`, d'�:v rf$a w'",,,s.' „ �. .. U a ,,„ m i.: ,. r.^,,,. �',.,. M ,,. .e •� re „,a.,, ./ro,., Pm ,, .�.o-t?. /,..,,,^.. .,, ,,r:., ,...°: a m ma9 �,�$ �4,� «7 mo �".hwM'a�r. re � a � „�a� ma a � ,�.,,, .,man.. �•$„ � re M,.�� m alkp t A$1 9Y N8P $tin Mer,JdR »dN 7 M`' n, f, d,ta 4 d �.•� ;;a .t. �. Yp. N, /�• 4.0 R.. M,. b q r „w. ,�,Y r, 1.~r %.. r$. R .r"'A . ,.: .. s5.... r�w��a L „,wvw� dawx¢w,�,. a,w:, ...a bonds are issuable only in fully registered form in the denomination of five thousand dollars ($5,000) or any integral multiple thereof. The bonds are general obligations of the Town and the full faith and credit of the Town is pledged for the payment of principal of and interest on the bonds as the same shall become due and payable,. The bonds are being issued by means of a book entry system, with bond certificates immobilized at The Depository Trust Company, New`Fork, New York ("DTC") evidencing ownership of the bonds in principal amounts of five thousand dollars ($5,000) or integral multiples thereof and with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Bond certificates are not available for distribution to the public. The principal or redemption price, if any, of and interest on this bond are payable by U.S, Bank National Association, or its successor as paying agent (the "Paying Agent") for the Town, to the Registered Owner of this bond, as nominee of DTC. Transfer of principal, redemption price, if any, and interest payments to participants of DTC is the responsibility of DTC; transfer of principal, redemption price, if any, and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners, The Town is not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. In the event that (a) DTC determines not to continue to act as securities depository for the bonds or (b) the Town Treasurer determines that continuation of the book entry system of evidence and transfer of ownership would adversely affect the interests of the beneficial owners of the bonds, the Town will discontinue the book entry system with DTC. If the Town fails to identify another qualified securities depository to replace DTC, the Paying Agent will authenticate and deliver replacement bonds in the form of fully registered certificates. This bond is transferable only upon the books of the Town which shall be kept for such purpose by the Paying Agent, This bond may not be transferred or exchanged in a manner which would involve the delivery of bond certificates to the beneficial owners of bonds unless the book entry system has been discontinued by the Town in accordance with the preceding paragraph, in which case replacement bonds may be issued in accordance with law and such procedures as the Town Treasurer shall deem appropriate. The bonds of this issue (except the bonds maturing on or before March 15, 2023, which are not subject to redemption prior to maturity) are redeemable prior to maturity on or after March 15, 2023, at the option of the Town, as a whole or in part at any time, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date. I The bonds of this issue maturing on March 15, 2031, unless called for earlier redemption as provided above, shall be retired in part prior to maturity by mandatory serial redemptions in the principal amounts specified below, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date: Principal Date Amount March 15, 2028 $395,000 March 15, 2029 330,000 March 15, 2030 330,000 March 15, 2031 (maturity) 330,000 The Town may purchase all or any portion of the Term Bond from any available funds at a price not exceeding par and accrued interest. Any principal amount of the Term Bond purchased and surrendered to the Paying Agent prior to January 15 in a year in which mandatory redemption is required for the Term Bond (unless previously applied as a credit against a mandatory redemption requirement) shall be credited against the principal amount required to be called and prepaid or paid on the following March 15. In the event any bonds are called for redemption, notice will be sent by registered mail not more than sixty (60) days nor less than thirty (30) days prior to the redemption date to the registered owner of such bonds, as nominee of DTC. It will be the responsibility of DTC and its participants to give notice of the redemption to beneficial owners of the bonds to be redeemed. With respect to the redemption of any such bond, failure to mail notice to the registered owner of any other bond, any defect in the notice to the registered owner of any other bond, or failure by DTC and its participants to provide notice of redemption to the beneficial owners of such bond will not affect the redemption of such bond. Notice of redemption having been duly given, the bonds to be redeemed, or the portions called for redemption, will become due and payable on the redemption date at the applicable redemption price and, moneys for the redemption having been deposited with the Paying Agent, from and after the date fixed for redemption interest on such bonds, or such portions, will no longer accrue. With respect to any bond subject to redemption, portions of the principal amount of such bond in the amount of five thousand dollars ($5,000) or any multiple thereof may be redeemed, In the event of such a partial redemption, the identity of the beneficial owners whose beneficial interests in any such bond are to be redeemed and the amount of any such redemption shall be determined by DTC and its participants by lot in such manner as DTC and its participants shall deem appropriate. If less than all of the principal amount of any bond is to be redeemed, upon surrender of such bond to the Paying Agent there will be issued to the registered owner, without charge, a new bond for the unredeemed principal SUM. �I The Town hereby covenants that it will take all lawful action necessary to comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the bonds in order that interest on the bonds be and continue to be excluded from gross income for federal income tax purposes and it will refrain from taping any action that would cause interest on the bonds to become included in gross income for federal income tax purposes. In connection with the offering of the bonds the Town has executed a Continuing Disclosure Certificate (as it may be amended from time to time, the "Certificate"), The Town hereby covenants to comply with the provisions of the Certificate, and reference is made to the Certificate for a description of the nature and extent of the obligations of the Town and the rights of the owners of the bonds under the Certificate. The Certificate is described in the Official Statement relating to the bonds. A copy of the Certificate is available from the Town upon request, TOWN OF NORTH ANDOVER, MASSACHUSETTS By; 'Treasurer� V Countersigned: c 1 ctmen (Town Seal) LEGAL OPINION The following opinion is based on facts and the law existing on the date of original delivery of the bonds described therein, LOCKE LORD LLP 111 Huntington Avenue Boston, Massachusetts Jennifer Yarid, Treasurer Town of North Andover North Andover, Massachusetts $9,435,000 Town of North Andover, Massachusetts General Obligation Municipal Purpose Loan of 2015 Bonds Dated June 15, 2015 We have acted as bond counsel to the Town of North Andover, Massachusetts (the "Town") in connection with the issuance by the Town of the above-referenced bonds (the "Bonds"). In such capacity, we have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion we have relied upon representations and l covenants of the Town contained in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation,. Based on our examination, we are of the opinion, under existing law, as follows: 1. The Bonds are valid and binding general obligations of the Town and, except to the extent they are paid from other sources, the principal of and interest on the Bonds are payable from taxes which may be levied upon all taxable property in the Town, subject to the limit imposed by Chapter 59, Section 21C of the General. Laws. 2. Interest on the Bonds is excluded from the gross income of the owners of the Bonds for federal inconic tax purposes. In addition, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, However, such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income, In rendering the opinions set forth in this paragraph, we have assumed compliance by the Town with all requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, and continue to be, excluded from gross income for federal income tax purposes, The Town has covenanted to comply with all such requirements. Failure by the Town to comply with certain of such requirements may cause interest on the Bonds to become included in gross income for federal income tax purposes retroactive to the date of issuance of the Bands. Except as expressed in paragraph 4 below, we express no opinion regarding any other federal tax I consequences arising with respect to the Bonds. 3. Interest on the Bonds is exempt from Massachusetts personal income taxes and the Bonds are exempt from Massachusetts personal property taxes. We express no opinion regarding any other Massachusetts tax consequences arising with respect to the Bonds or any tax consequences arising with respect to the Bonds under the laws of any state other than Massachusetts. 4. The Bonds are qualified tax-exempt obligations within the meaning of Section 65(b)(3) of the Code. This opinion is expressed as of the date hereof, and we neither assume nor undertake any obligation to update, revise, supplement or restate this opinion to reflect any action taken or omitted, or any facts or circumstances or changes in law or in the interpretation thereof, that may hereafter arise or occur, or for any other reason. The rights of the holders of the Bonds and the enforceability of the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. LOCKS LORD LLP A144 50663340.1 I N rf C ,,mi,r4 J .o., A.. ".Pbr rw,, � ...w, �Sr,. 6P' � r�n� I,, :.a•r � i 4WU: bulry� I »,,.,,.^. n.YrAy.. Fi .. r r, S R. i.. ,���d p+.%, .., ni rA+.,. �' a �,,✓�... mw,a+° 9t. �' v,m� „rPdG' IXC ire,,. w. 3� -'h•. � �ag° .A. 6. v,rVi9LU";'�, ti�tl �ut� q,,a ,S�AMr'J 9f n v,8 �m !J ��� � w pmmaIX. , am�m,l a ,. , r, n ..reu�q r�^� mwIX , r ,,, r . eIX� b rry, ,uw, .,„ `"t, m�@., p�q ^,� •�-� 1, p �o rw.=E '•", Y,;..�� g 1 ,i., ,,N ra.. au x. r'�"�r,,�t "'fin, wt •sa. � Y� G'- ;,-:� ,r ..n., � ,?r.. , ✓.:. ^..., ,�'. ^ ,..� -4r rw,, � .!� +G'„t rP. .r .,., 9 "� kw.r, �.. ."� , ... . �,.. >i..,,� ; re 4... P .✓-%�"a ..,� a.. .�;,r�. .,�', w�,.., �.� r"9Riw..,,,,,.. �a�S-- i,1!.,.� �, r •..,, a G ,:.,,.; .,„.ea :w,:,, ".,.^."..� �w, S w,�. � ws�,,..r,r' tG' ., �' ✓ ,. .�ad � �� ^ _�..rr�� � � u.: ��� � "w.,,;+.� ���„s��.r✓t w 9� ^� .���„„wodat�',�: � a ” ,"G9 ��^ `` �'w, Rw .w"^rG r �✓ �4 a PIA , R-8 $460000 Mbr� RR United States of America ��b r „ ✓ , Y+ The Commonwealth of Massachusetts b �� AMR TOWN OF NORTH ANDOVER �gap$ GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2015 BOND i� ll EM+ Interest Maturity Original 8pra > St C:n is} Y� A li✓^� y9�� Rate Date CUSIP Issue Date lbw 4.00% March 15, 2023 657237 Y64 June 15, 2015 + °Ny PRINCIPAL AMOUNT: FOUR HUNDRED SIXTY THOUSAND ` 174- ,�w DOLLARS h� YiY IXp G 1 gbh^+RUS �1 REGISTERED OWNER: CEDE & CO. x REGISTRATION DATE: JUNE 15, 2015 ,, a AN m in t REGISTRAR AND HIP PAYING AGENT: U.S. BANK NATIONAL ASSOCIATION The "Town of North Andover Massachusetts (the "Town") for value }re received, promises to pay to the Registered Owner of this bond or registered , " t` assigns the Principal Amount s eciEed above in lawful money of the United States of America on the Maturity Date unless this bond is called for earlier ° � redemption, upon presentation and surrender hereof, with interest(calculated on n 1 the basis of a 360-day year of twelve 30-day months) at the Interest Rate per annum, payable on September 15, 2015 and semiannually thereafter on March 15o9k and September 15 of each year (each, an "Interest Payment Date") until the Principal Amount is paid or has been duly provided for. This bond will bear , interest from the most recent Interest Payment Date to which interest has been gQ 4 paid or, if no interest has been paid, from the Original Issue Date. The record m �u date for the payment of interest on this Bond shall be the last business day of the { 1'` jj � u ' PgR'' month preceding an interest payment date. ` ARP yg � .� This bond is one of an issue of$9,435,000 aggregate principal amount j issued by the Town pursuant to Chapter 44 of the General Laws as amended for design, equipment, roads, sidewalks, buildings, paving, remodeling, information ffaH1 fr:a y' `6 technology, energy conservation improvements and refunding purposes, The q o qT IN Y ��� � r��: w" :- �Y, �s»».:'�.,�JA'":. �--.- .,,w��_ W �.. � A �7!✓.'P �"w x.. .. �'n° rer4,n P:., ..... .....�, ... � $"^qi i�� ri✓q�(Yr w���'��ar, rr�"�,: ; � 9i ��'a�.. ';� "� �C ,,-Y l ;. a: � �`� ��.- � ��� Yr x r 9�G �p r ""�+9 '�"', - ,h,.... �✓°i , ',�.,r� �b�:r #���r.�^^I r. .t.u� 33 r p^.� �1 , , _,w„,w k a„�,, �u �a,r„ �,P,�; il9 t^^° .�R ^! W,� o,^� ,� w'- ,!,!. r ;�:,,.- .a,u. !.. �, .. rG w _,v. fl i-;; �.:+i i�,. i S A .r.: � i"I�;^. 'A*.... �... r�” , .� a i �. � r ,+✓.4”' �u ,k�.,.. ,., ";rM' @� .r d "> re 7 �'v n ^ � r IX. www« ti'c G^. s�m,nw.w flwm✓a..rc �:. '7;;aww � w.:. m r' ® _v.. .t d�® � � aw,. R;,�� '� r,, �1� IX� i w, �� �4, a'• & ����; r S Ro w lsn� ;yw7 � x � e,,. � �:� r'a �~��; �saf �J .Gab � gwl� •W�G�. y.«, "uF �: Pi,C . m ri: &�y18 ,CGn..„ �V?s�,” a .,'Lf( ,IXi :^ ✓m. �,Y���'; y^ q i bonds are issuable only in fully registered form in the denomination of five thousand dollars ($5,000) or any integral multiple thereof, I The bonds are general obligations of the Town and the full faith and credit of the Town is pledged for the payment of principal of and interest on the bonds as the same shall become due and payable. The bonds are being issued by means of a book entry system, with bond certificates immobilized at The Depository Trust Company, New York, New York ("DTC") evidencing ownership of the bonds in principal amounts of five thousand dollars ($5,000) or integral multiples thereof and with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Bond certificates are not available for distribution to the public. The principal or redemption price, if any, of and interest on this bond are payable by U.S, Funk National Association, or its successor as paying agent(the "Paying Agent") for the Town, to the Registered Owner of this bond, as nominee of DTC. Transfer of principal, redemption price, if any, and interest payments to participants of DTC is the responsibility of DTC; transfer of principal, redemption price, if any, and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The Town is not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants, In the event that (a) DTC determines not to continue to act as securities depository for the bonds or (b)the Town Treasurer determines that continuation of the book entry system of evidence and transfer of ownership would adversely affect the interests of the beneficial owners of the bonds, the Town will discontinue the book entry system with DTC, If the Town fails to identify another qualified securities depository to replace DTC, the Paying Agent will authenticate and deliver replacement bonds in the norm of fully registered certificates. This bond is transferable only upon the books of the Town which shall be kept for such purpose by the Paying Agent, This bond may not be transferred or exchanged in a manner which would involve the delivery of bond certificates to the beneficial owners of bonds unless the book entry system has been discontinued by the Town in accordance with the preceding paragraph, in which case replacement bonds may be issued in accordance with law and such procedures as the Town Treasurer shall deem appropriate.. The bonds of this issue (except the bonds maturing on or before March 15, 2023, which are not subject to redemption prior to maturity) are redeemable prior to maturity on or after March 15, 2023, at the option of the Town, as a whole or in part at any time, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date. The bonds of this issue maturing on March 15, 2031, unless called for earlier redemption as provided above, shall be retired in part prior to maturity by mandatory serial redemptions in the principal amounts specified below, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date: Principal Date Amount March 15, 2028 $395,000 March 1.5, 2429 334,444 March 15, 2434 334,044 March 15, 2431 (maturity) 334,040 The Town may purchase all or any portion of the Term Bond from any available funds at a price not exceeding par and accrued interest. Any principal amount of the Term Bond purchased and surrendered to the Paying Agent prior to January 15 in a year in which mandatory redemption is required for the Term Bond (unless previously applied as a credit against a mandatory redemption requirement) shall be credited against the principal amount required to be called and prepaid or paid on the following March 1.5. In the event any bonds are called for redemption, notice will be sent by registered mail not more than sixty (60) days nor less than thirty (30) days prior to the redemption date to the registered owner of such bonds, as nominee of DTC. It will be the responsibility of DTC and its participants to give notice of the redemption to beneficial owners of the bonds to be redeemed. With respect to the redemption of any such bond, failure to mail notice to the registered owner of any other bond, any defect in the notice to the registered owner of any other bond, or failure by DTC and its participants to provide notice of redemption to the beneficial owners of such bond will not affect the redemption of such bond. Notice of redemption having been duly given, the bonds to be redeemed, or the portions called for redemption, will become due and payable on the redemption date at the applicable redemption price and, moneys for the redemption having been deposited with the Paying Agent, from and after the date fixed for redemption interest on such bonds, or such portions, will no longer accrue. With respect to any bond subject to redemption, portions of the principal amount of such bond in the amount of five thousand dollars ($5,044) or any multiple thereof may be redeemed. In the event of such a partial redemption, the identity of the beneficial owners whose beneficial interests in any such bond are to be redeemed and the amount of any such redemption shall be determined by DTC and its participants by lot in such manner as DTC and its participants shall deem appropriate. If less than all of the principal amount of any bond is to be redeemed, upon surrender of such bond to the Paying Agent there will be issued to the registered owner, without charge, a new bond for the unredeemed principal SUM. i The Town hereby covenants that it will take all lawful action necessary to comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the bonds in order that interest on the bonds be and continue to be excluded from gross income for federal income tax purposes and it will refrain from taking any action that would cause interest on the bonds to become included in gross income for federal income tax purposes. In connection with the offering of the bonds the Town has executed a Continuing Disclosure Certificate (as it may be amended from time to time, the "Certificate"), The Town hereby covenants to comply with the provisions of the Certificate, and reference is made to the Certificate for a description of the nature and extent of the obligations of the Town and the rights of the owners of the bonds under the Certificate. The Certificate is described in the Official Statement relating to the bonds. A copy of the Certificate is available from the Town upon request. TOWN OF NORTH ANDOVER, MASSACHUSETTS w V Eye Treasurerrf Countersigned: S9electmen (Town Seal) i LEGAL OPINION The following opinion is based on facts and the law existing on the date of original delivery of the bonds described therein. LOCKS LORD LLP 111 Huntington Avenue Boston, Massachusetts Jennifer 'arid, Treasurer Town o1"North Andover North. Andover, Massachusetts i $9,435,000 Town of North Andover, Massachusetts General Obligation Municipal Purpose Loan of 2015 Bonds j Dated June 15, 2015 We have acted as bond counsel to the Town of North Andover, Massachusetts (the "Town") in connection with the issuance by the Town of the above-referenced bonds (the "Bonds"). In such capacity, we have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion we have relied upon representations and covenants of the Town contained in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based on our examination, we are of the opinion, under existing law, as follows: 1. The Bonds are valid and binding general obligations of the Town and, except to the extent they are paid from other sources, the principal of and interest on the Bonds are payable from taxes which may be levied upon all taxable property in the Town, subject to the Iii-nit imposed by Chapter 59, Section 21C of the General Laws. 2, Interest on the Bonds is excluded from the gross income of the owners of the Bonds for federal income tax purposes. In addition, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. However, such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income, In rendering the opinions set forth in this paragraph, we have assumed compliance by the Town with all requirements of the Internal Revenue Code of 1986 that roust be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, and continue to be, excluded from gross income for federal income tax purposes. The Town has covenanted to comply with all such requirements. Failure by the Town to comply with certain of such requirements may cause interest on the Bonds to become included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. Except as expressed in paragraph 4 below, we express no opinion regarding any other federal tax consequences arising with respect to the Bonds. 3. Interest on the Bonds is exempt from Massachusetts personal income taxes and the Bonds are exempt from Massachusetts personal property taxes. We express no opinion regarding any other Massachusetts tax consequences arising with respect to the Bonds or any tax consequences arising with respect to the Bonds under the laws of any state other than Massachusetts. 4, The Bonds are qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code. This opinion is expressed as of the date hereof, and we neither assume not undertake any obligation to update, revise, supplement or restate this opinion to reflect any action taken or omitted, or any facts or circumstances or changes in law or in the interpretation thereof, that may hereafter arise or occur, or for any other reason. The rights of the holders of the Bonds and the enforceability of the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases, I LocKE LORD LLP AM 50663340.1 I . , m� .. - W - I X71 7) 'y R-13 $1,485,000 United States of America 112 A The Commonwealth of Massachusetts mr � r9p mer ta TOWN OF NORTH ANDOVER r. � k� ,N%f% r GENERAL OBLIGATION t r MUNICIPAL PURPOSE LOAN OF 2015 BOND � w Interest Maturity Originall„ek' , 1a Rate Date C.USIP Issue Date 226g. 2.65% March 15, 2031 657237 Z63 Tune 15, 2015 ``” PRINCIPAL AMOUNT: ONE MILLION FOUR HUNDRED EIGHTY- FIVE THOUSAND DOLLARS q � 4, REGISTERED OWNER: CEDE & CO. REGISTRATION DATE: TUNE 15, 2015 < 'd 01 REGISTRAR AND PAYINCT AGENT: U.S. BANK NATIONAL ASSOCIATION rr $ J �p The Town of North Andover, Massachusetts (the "Town"), for value r received, promises to pay to the Registered Owner of this bond or registered 1� lA assigns the Principal Amount specified above, in lawful money of the United � , ! {!r States of America, on the Maturity Date unless this bond is called for earlier redemption, upon presentation and surrender hereof, with interest (calculated on R`^ IMP the basis of a 360-day year of twelve 30-day months) at the Interest Rate per It annum,payable on September 15, 2015. and semiannually thereafter on March 15 > CIO., and September 1.5 of each year (each, an"Interest Payment Date") until the Principal Amount is paid or has been duly provided for, This bond will bear � �W s interest from the most recent Interest Payment Date to which interest has been /ws aid or, if no interest has been from the Original Issue Date. The record 1tWdr p paid, .11 date for the payment of interest on this Band shall be the Iasi business day of the l t t � 'gn month preceding an interest payment date, ='s s l r " � , a d m, This bond is one of an issue of$9,435,000 aggregate principal amountti „ ” issued by the Town pursuant to Chapter 44 of the General Laws as amended for �t NO;` design, equipment, roads, sidewalks, buildings, paving, remodeling, information wrrgt���s' F I technology, energy conservation improvements and refunding purposes. The a a : w, In ''M`:'F•.. �l,t � '� 4� ,.I,. ,a I. C. 1:,.,,,�(� q?I�:� �m �. „� �, .:tk.�,. d. ?.»,,,u., �" r �a„:;'� rs u,,. I, G�,,.:. ...I,I ama , r�'t ratµ. d ,,�!:., w >~� eN nn. m JWd. �,. "R°"" 1 .an .k�. �, a. � w ✓ $ ,�. ar.gg.%".A n ,:�' n wl�Wr.�7 ",:W an dP1�C"„ ffimm�,r�... m�am m '�,t... ,.aam�, r h1 b':... „ Pl�^'r a�:i :�bl•w r,p..'6am $^�l'd" ;a� w r,.. "� F#a a„ d,: WC':..; �: `'y !Yy,� �..��. , ��s,.rw'. ,....Rd'�0+. ... 4 d�: R �,.r..Ar'r. ®a.wnr, 4. '�rx� ® '�.%dr.A `r � ''°wa".. .,w.�de,. ✓ .'�9d:>,.4 ,a. ,.,.ta,7lif�arre' r fqo, X `."';,�,�'r.n,A,w, ,d,r <,. i bonds are issuable only in fully registered form in the denomination of five thousand dollars ($5,000) or any integral multiple thereof. The bonds are general obligations of the Town and the full faith and credit of the Town is pledged for the payment of principal of and interest on the bonds as the same shall become due and payable, The bonds are being issued by means of a book entry system, with bond certificates immobilized at The Depository Trust Company, New York, New York ("DTC") evidencing ownership of the bonds in principal amounts of five thousand dollars ($5,000) or integral multiples thereof and with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Bond certificates are not available for distribution to the public. The principal or redemption price, if any, of and interest on this bond are payable by U.S. Bank National Association, or its successor as paying agent (the "baying Agent") for the Town, to the Registered Owner of this bond, as nominee of DTC. Transfer of principal, redemption price, if any, and interest payments to participants of DTC is the responsibility of DTC, transfer of principal, redemption price, if any, and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The Town is not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants, In the event that (a) DTC determines not to continue to act as securities depository for the bonds or (b) the Town Treasurer determines that continuation of the book entry system of evidence and transfer of ownership would adversely affect the interests of the beneficial owners of the bonds, the Town will discontinue the book entry system with DTC. If the Town fails to identify another qualified securities depository to replace DTC, the Paying Agent will authenticate and deliver replacement bonds in the form of fiilly registered certificates, This bond is transferable only upon the books of the Town which shall be kept for such purpose by the Laying Agent. This bond may not be transferred or exchanged in a manner which would involve the delivery of bond certificates to the beneficial owners of bonds unless the book entry system has been discontinued by the Town in accordance with the preceding paragraph, in which case replacement bonds may be issued in accordance with law and such procedures as the Town. Treasurer shall deem appropriate. The bonds of this issue (except the bonds maturing on or before March 15, 2023, which are not subject to redemption prior to maturity) are redeemable prior to maturity on or after March 15, 2023, at the option of the Town, as a whole or in part at any time, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date. I The bonds of this issue maturing on March 15, 2031, unless called for earlier redemption as provided above, shall be retired in part prior to maturity by mandatory serial redemptions in the principal amounts specified below, at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the redemption date: Principal Date Amount March 15, 2028 $395,000 March 1.5, 2029 330,000 March 15, 2030 330,000 March 15, 2031 (maturity) 330,000 The Town may purchase all or any portion of the Term Bond from any available funds at a price not exceeding par and accrued interest. Any principal amount of the Term Bond purchased and surrendered to the Paying Agent prior to January 15 in a year in which mandatory redemption is required for the Term Bond (unless previously applied as a credit against a mandatory redemption. requirement) shall be credited against the principal amount required to be called and prepaid or paid on the following March 15. In the event any bonds are called for redemption, notice will be sent by registered mail not more than sixty (60) days nor less than thirty (30) days prior to the redemption date to the registered owner of such bonds, as nominee of DTC. It will be the responsibility of DTC and its participants to give notice of the redemption to beneficial owners of the bonds to be redeemed. With respect to the redemption of any such bond, failure to mail notice to the registered owner of any other bond, any defect in the notice to the registered owner of any other bond, or failure by DTC and its participants to provide notice of redemption to the beneficial owners of such bond will not affect the redemption of such bond. Notice of redemption having been duly given, the bonds to be redeemed, or the portions called for redemption, will become due and payable on the redemption date at the applicable redemption price and, moneys for the redemption having been deposited with the Paying Agent, from and after the date fixed for redemption interest on such bonds, or such portions, will no longer accrue.. With respect to any bond subject to redemption, portions of the principal amount of such bond in the amount of five thousand dollars ($5,000) or any multiple thereof may be redeemed, In the event of such a partial redemption, the identity of the beneficial owners whose beneficial interests in any such bond are to be redeemed and the amount of any such redemption shall be determined by DTC and its participants by lot in such manner as DTC and its participants shall deem appropriate. If less than all of the principal amount of any bond is to be redeemed, upon surrender of such bond to the Paying Agent there will be issued to the registered owner, without charge, a new bond for the unredeemed principal SUM. ' I The Town hereby covenants that it will tape all lawful action necessary to comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the bonds in order that interest on the bonds be and continue to be excluded from gross income for federal income tax purposes and it will refrain from taking any action that would cause interest on the bonds to become included in gross income for federal income tax. purposes. In connection with the offering of the bonds the Town has executed a Continuing Disclosure Certificate (as it may be amended from time to time, the `.`Certificate"). The Town hereby covenants to comply with the provisions of the Certificate, and reference is made to the Certificate for a description of the nature and extent of the obligations of the Town and the rights of the owners of the bonds under the Certificate, The Certificate is described in the Official Statement relating to the bonds. A copy of the Certificate is available from the Town upon request. TOWN OF NORTH ANDOVER, MASSACHUSETTS By:,,,' ,. Treasurer l Countersigned; ,m Selectmen (Town Seal) LEGAL OPINION The following opinion is based on facts and the lave existing on the date of original delivery of the bonds described therein. LOCKE LORD LLp I I 1 Huntington Avenue Boston, Massachusetts Jennifer Yarid, Treasurer Town of North Andover North Andover, Massachusetts $9,435,000 Town of North Andover, Massachusetts General Obligation Municipal purpose Loan of 2015. Bonds Dated June 15, 2015. We have acted as bond counsel to the Town of North Andover, Massachusetts (the "Town") in connection with the issuance by the Town of the above-referenced bonds (the "Bonds"). In such capacity, we have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion we have relied upon representations and covenants of the Town contained in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based on our examination, we are of the opinion, under existing law, as follows: 1. The Bonds are valid and binding general obligations of the Town and, except to the extent they are paid from other sources, the principal of and interest on the Bonds are payable from taxes which may be levied upon all taxable property in the Town, subject to the limit imposed by Chapter 59, section 21 C of the General Laws. 2. Interest on the Bonds is excluded from the gross income of the owners of the Bonds for federal income tax purposes. In addition, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. However, such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. In rendering the opinions set forth in this paragraph, we have assumed compliance by the Town with all requirements of the Internal revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, and continue to be, excluded from gross income for federal income tax purposes. The Town has covenanted to comply with all such requirements. Failure by the Town to comply with certain of such requirements may cause interest on the Bonds to become included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. Except as expressed in paragraph 4 below, we express no opinion regarding any other federal tax consequences arising with respect to the Bonds, 3. Interest on the Bonds is exempt from Massachusetts personal income taxes and the Bonds are exempt from Massachusetts personal property taxes. We express no opinion regarding any other Massachusetts tax consequences arising with respect to the Bonds or any tax consequences arising with respect to the Bonds under the laws of any state other than Massachusetts. 4. The Bonds are qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code. This opinion is expressed as of the date hereof, and we neither assume nor undertake any obligation to update, revise, supplement or restate this opinion to reflect any action taken or omitted, or any facts or circumstances or changes in law or in the interpretation thereof, that may hereafter arise or occur, or for any other reason. The rights of the holders of the Bonds and the enforceability of the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. LOCKS LoPD LLP i AM 50663340.1 BMM 06/05/15 (Please Note: The following statements are an essential part of the permanent bond record. Read them carefully before signing this certificate. Advise Edwards Wildman Palmer LLP of any inaccuracy.) Town of North Andover, Massachusetts $9,435,000 General Obligation Municipal Purpose Loan of 2015 Bonds dated June 15, 2015 I SIGNATURE, NO LITIGATION AND OFFICIAL STATEMENT CERTIFICATE A. Certificate of Authorized Officers. We, the Selectmen and the Treasurer of the Town of North Andover, Massachusetts (the "Town"), certify that we have signed each of the $9,435,000 General. Obligation Municipal Purpose Loan of 2015 Bonds (the "Bonds") of the Town dated June 15, 2015, payable March 15 of the years and in the principal amounts, and bearing interest at the respective rates as follows: Interest Interest Year Amount Rate Year Amount Rate 2016 $580,000 2.00% 2025 $ 675,000 2.10°',/0 2017 565,000 3.00 2026 540,000 3.00 2018 565,000 4.00 2027 530,000 3„00 2019 565,000 4.00 2031 1,485,000 2.65 2020 560,000 3.00 2032 330,000 3.00 2021 460,000 4.00 2033 330,000 3.00 2022 460,000 4.00 2034 325,000 3.00 2023 460,000 4.00 2035 325,000 3.125 2024 680,000 2.00 The Bonds maturing on March 15, 2031 (a"Term Band") shall be subject to mandatory redemption or mature as follows: Year Amount 2028 $495,000 2029 330,000 2030 330,000 2031* 330,000 *Final Maturity i The Bonds shall be subject to redemption, at the option of the Town, upon such terms and conditions as are set forth in the Official Statement prepared in connection with the Bonds dated June 3, 2015. (the "Official Statement"). A book entry system is being used to evidence ownership and transfer of the Bonds on the records of The Depository Trust Company ("DTC"). The Bonds are registered in the name of"CEDE & CO " as nominee for DTC and immobilized in the custody ofDTC. All of the Bonds are similar in form and similarly executed, and each Bond bears (either by impression or in facsimile) the Town seal, which is also affixed to this certificate. 1, the Treasurer, further certify that I have signed the Refunding Escrow Agreement between the Town and U.S. Bank National. Association, as Escrow Agent, dated as of the date hereof(the "Escrow Agreement") and we, the Selectmen and Treasurer of the Town hereby confirm such Agreement. We, the said officers, also certify as follows: 1. Authority. The Bonds are issued pursuant to a vote of the Selectmen adopted at a meeting duly called and held on June 9, 2015. and the following statutes and votes of the Town: (a) $7,431,571 - under the following statutes and in the amounts as further described below, and a vote of the Town passed May 20, 2014 (Article 24): Purpose Amount Statute Roadway Improvements $ 65,000 Ch.44, s.7(5) Building Maintenance 1.50,000 Ch. 44, s.7(3A) Municipal 11'Hardware 50,000 Ch. 44, s.7(28) School IT Hardware 106,422 Ch. 44, s.7(28), s.7(29) Carpet Replacement 1.49,263 Ch.44, s.7(3A) Sidewalks 75,000 Ch,44, s.7(6) Dump Truck 160,000 Ch. 44, s.7(9) Paving 142,058 Ch. 44, s.7(6) Lights 593,828 Ch. 44, s.7(5) Facilities Master Plan(New Fire Station) 5,940,000 Ch. 44, s,7(3), s.7(3A) Total $7,431,751 (b) $1,070,000 - under G.L. c.44, §21A and a vote of the Board of Selectmen passed June 9, 2015; (c) $660,000 - under G,L. c.44, §7(21) and a vote of the Town passed May 2t, 2013 (Article 20); and (d) $273,429 - under G.L. c.44, §7(3B) and a vote of the Town passed May 21, 2013 (Article 19), 2. Description and Purpose of Bonds. The Town is issuing and delivering the Bonds simultaneously with the delivery of this certificate, The following amounts of the issue are for the following purposes including the payment of$660,000 bond anticipation notes: -2- I Amount Purpose $7,431,751 fiscal year 2015 capital program as further described above under paragraph 1(a) $1,070,000 advance refunding of the Town's $6,411,316 General Obligation Bonds, Series A, dated July 1, 2008 and payable March 15 in the years 2024 through 2028. in the aggregate principal amount of $1,030,000 (the "Refunded.Bonds") $660,000 lire station design $273,429 energy conservation improvements to town buildings pursuant to an energy performance contract between the town and Ameresco, Inc. 3. Other Debt. No other debt has been incurred under those votes except for the following bond anticipation notes: (a)-(b) none; and (c) $660,1100* notes dated June 18, 2014 and payable June 15, 2015; and (d) none. *To be permanently financed with a portion of the proceeds of this issue, 4. Maturity Schedule. The Bonds constitute a consolidated issue for purposes of G.L. c. 44, §16 of the General Laws. Each component of the Bonds matures at such times and in such amounts as set forth in Appendix A attached hereto. 5. Energy Rebates. The Town has received or expects to receive not more than $274,087 in energy rebates for the energy conservation improvements project. 6. Approval of Sale. We approve the sale of the Bonds to Janney Montgomery Scott LLC (the "Purchaser") at par and accrued interest plus a premium of$386,013.35. B. Delivery and Receipt, 1, the Treasurer, certify that the Bonds were delivered on this date and that the full purchase price including accrued interest for the period, if any, from the date of the Bonds to this date was received from the Purchaser on this date. C. Certificate as to Official Statement, I, the Town. Treasurer, certify as follows: -3- (a) I have reviewed the Preliminary Official Statement dated May 26, 2014 (the "Preliminary Official Statement") and the Official Statement dated June 3, 2015 (the "Official Statement")relating to the sale of the Bonds. (b) To the best of my knowledge and belief, the Preliminary Official Statement (excluding Appendices C and D, as to which no view is expressed) did not, as of its date and as of the date of sale of the Bonds, and the Official Statement (excluding the prices or yields on the cover page, and Appendices C and D, as to which no view is expressed) did not as of its date and does not as of this date (which is 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. (c) Since the date of the Official Statement there has been no material adverse change in the financial condition or affairs of the Town except as set forth in or contemplated by the Official. Statement, D. Debt Limit. 1, the Treasurer, certify that at the time of their authorization, the Bonds were, and on the date hereof are, within every applicable debt and other limit prescribed by law or otherwise. E. Certificate of Town Clerk. 1, the Town Clerk, certify as follows: (a) Signatures and Incumbency. The signatures of the Treasurer and Selectmen as appearing below are the genuine signatures of the persons who executed the Bonds and the Agreement and who held those offices when the Bonds and the Agreement were executed and when the Bonds were delivered. (b) O en..Meeting Law, Except for the town meetings called pursuant to G.L. c.39, §10, all proceedings essential to the issue of the authorization of the Bonds and the authorization, execution and delivery of the Agreement and the deliberations of a quorum relating thereto have been taken at a meeting or meetings open to the public; notice of each such meeting was filed in my office and publicly posted in the time and manner set forth in the General Laws, as amended, in effect at the time of each such meeting (Chapter 39, §23B for proceedings occurring prior to July 1, 20110 and Chapter 30A, §§18-25 for proceedings occurring on or after July 1, 2010) or, if applicable, in accordance with an alternative method of notice prescribed or approved by the Attorney General as set forth in 940 CMR 29.03(2)(b); no deliberations, decision or vote in connection with the Bonds or the Agreement were taken in executive session and no vote was taken by secret ballot; and the official record of each such meeting was made available to the public and remains available to the public as set forth in G.L. c.39, §23B or c.30A, §§18-25, as applicable.. (c) Proceedings. No proceeding essential to the issue of the Bonds or the authorization, execution and delivery of the Agreement has been repealed or amended except as stated in paragraph (1) above, and no proceedings have been taken relating to the Bonds or the Agreement other than those certified to Edwards Wildman Palmer LLP. -4- (d) Bylaws. The bylaws described below are the only bylaws or standing votes of the Town affecting the authorization, sale or issue of the Bonds, including the calling and conduct of town meetings, or the use of assessments or other charges imposed to pay for any project financed by the Bonds, or the authorization, execution and delivery of the Agreement, and there has been no change therein affecting those matters in any way except as may be indicated below. General Bylaws of the Town of North Andover, Massachusetts, as revised updated through April, 2015. (e) Home Rule. The Town has not amended its Home Rule Charter effective October 1, 1986 (as reprinted with revisions through April 2015) certified to Locke Lord LLP" on May 8, 2015,. and the Town has not amended or repealed any special law relating. to the Town through the use of home rule procedures�except by adoption of the charter. (1) Development Districts, The Town has not established any development districts pursuant to G.L. c.40Q. F. No Litigation; No Financial Interest, All of the undersigned certify that there has been no litigation affecting the validity of the Fonds or the authorization, execution and delivery of the Agreement, or the power of the Town to levy and collect taxes to pay the Bonds; that none is pending or to our knowledge threatened; that neither the corporate existence nor boundaries of the Town nor the title of any of us to our respective offices is being contested; and that none of -5- i us and, to the best of our knowledge, no other official of the Town has any direct or indirect financial interest in or relationship with the Purchaser of the bonds. Dated: June 15, 2015 (Tate of delivery of and payment for the Bonds) iWTreasure' � - " T Clerk electmen (Town Seal) -6- APPENDIX A Maturity Schedule by Purpose I I (Please Note: The following statements are an essential part of the permanent bond record. Dead them carefully before signing this certificate. Advise Locke Lord 1.LP of any inaccuracy.) TAX CERTIFICATE I This Tax. Certificate is executed and delivered by the Town of North Andover, Massachusetts (the "Town"), in connection with the issuance of$9,435,000 aggregate stated principal amount of its General Obligation Municipal Purpose Loan of 2015 Bonds dated June 15, 2015 (the "Bonds"), The Bonds are being issued pursuant to various votes of the Town (collectively, the "Votes") and a duly adopted vote of the Board of Selectmen and the Massachusetts General Laws. Pursuant to Treasury Regulations Sections 1.141-2(d)(1) and 1.1413-2(b)(2)(i), the Town certifies, covenants, warrants and represents as follows in connection with the issuance of the Bonds: ARTICLE 1. IN GENERAL 1.1 Delivery of the Bonds. On the date hereof, in exchange for receipt of good funds, the Town is delivering the Bonds to Janney Montgomery Scott LLC, as purchaser of the Bonds (the "Purchaser"), for resale to the general public. 1.2 Purpose of Tax Certificate, The Town is delivering this Tax Certificate to Locke lord LLP, as bond counsel ("Bond Counsel"), with the understanding that Bond Counsel will rely in part upon this Tax Certificate in rendering its opinion that interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Code and its opinion that the Bonds are"qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code. 1.3 Definitions. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in Appendix A hereto. 1.4 Purpose of Financing. The Bonds are being issued to provide funds (i) to refund on an advance basis the Refunded Bonds, which were originally issued to refinance various municipal projects as more fully described in the Official Statement with respect to the Refunded Bonds dated June 12, 2008 (collectively, the "Advance Refunded Projects"), (ii) to refund on a current basis the Refunded Notes, which were originally issued to finance the design of a fire station (the "Current Refunded Project" and together with the Advance Refunded Projects, the "Refinanced Projects") as more fully described in the Signature, No Litigation and Official Statement Certificate dated the date hereof and delivered in connection with the Bonds (the "Signature Certificate"), (iii) to finance on a"new money" basis the costs of various municipal projects as more fully described in the Certificate (the "New Money Projects" and together with the refinanced Projects, the "Projects"), and (iv) to pay costs of issuance and other common costs of the Bonds. 1.5 Single Issue, The Bonds were sold to the Purchaser on June 3, 2015 (the "Sale Date"). No other governmental Bonds of the Town which are expected to be paid out of i V substantially the same source of fiends as the Bonds have been or will be sold within the 31-day period beginning 15 days before the Sale Date pursuant to the same plan of financing as the Bonds. 1.6 Multipurpose Allocation of the 2008 Issue. Pursuant to Treasury Regulations Section 1.141-13(d), Section 1.148-9(h) and Section 1.150(c)(3), the 2008 Issue is being treated as a multipurpose issue with three separate purposes: (i) the advance refunding of the 2008 Advance Refunded Bonds (the "2008 Advance Refunding Purpose"), (ii) the current refunding of the 2008 Current Refunded Bonds (the "2008 Current Refunding of Bonds Purpose"), and (iii) the current refunding of the 2008 Refunded Notes and the funding of the 2008 New Money Projects on a "new money" basis (the "2008 Current Refunding/New Money Purpose"), The allocation of the 2008 Issue to each purpose was made using a reasonable, consistently applied method, and reflects (A)that aggregate debt service on the 2008 Issue allocable to the 2008 Advance Refunding Purpose payable in each 12-month period ending June 30 is less than the aggregate debt service on the 2008 Advance Refunded Bonds for every 12-month period ending June 30 for so long as the 2008 Series A Bonds are scheduled to be outstanding, as set forth in Treasury Regulations Section 1,148-9(h)(4)(v)(B), and (B) that aggregate debt service on the 2008 Issue allocable to the 2008 Current Refunding of Bonds Purpose payable in each 12-month period ending June 30 is less than the aggregate debt service on the 2008 Current Refunded Bonds for every 12-month period ending June 30 for so long as the 2008 Series A Bonds are scheduled to be outstanding, as set forth in Treasury Regulations Section 1.148-9(h)(4)(v){B). The remainder of the 2008 Issue is allocable to the 2008 Current Refunding/New Money Purpose. The allocation of the 2008 Issue to each such separate purpose is as set forth in Exhibit A-1, and the debt, service comparisons under Treasury Regulations Section 1.148- 9(h)(4)(v)(A) are as set forth in Exhibits A-2 and A-3 hereto. 1.7 Multipurpose Allocation of the Bonds. Pursuant to Treasury Regulations Section 1.1.41-13(d), Section 1,148-9(h) and Section 1.150-1(c)(3), the Bonds are being treated as a multipurpose issue with three separate purposes: (i) the advance refunding of the Refunded Bonds (the "Advance Refunding Purpose"), (ii) the current refunding of the Refunded Notes (the "Current Refunding Purpose"), and (iii) the funding of the New Money Projects (the "New Money Purpose"), The allocation of the Bonds to each purpose was made using a reasonable, consistently applied method, and reflects (A) that the aggregate debt service on the Bonds allocable to the Advance Refunding Purpose payable in every 12-month period ending June 30 is less than the aggregate debt service on the Refunded Bonds for every 12-month period ending June 30 for so long as the Bonds are scheduled to be outstanding, as set forth in Treasury Regulations Section 1.148-9(h)(4)(v)(B), and (B) that with respect to the Current Refunding, Purpose, the Refunded Notes had a term of less than three years, were issued in anticipation of permanent financing and no portion of the proceeds of the Refunded Notes were applied to the payment of debt service on any other Bonds, The remaining Bonds are allocable to the New Money Purpose. The allocations of the Bonds to each separate purpose are set forth in Exhibit B, and the debt service comparison referenced above is set forth in Schedule B of Exhibit C hereto. 1.8 Reliance. With respect to certain matters contained in this Tax Certificate, the Town specifically relies upon the certifications of the Purchaser set forth in Exhibit D, the certifications of the Town's financial advisor, 7Unibanlc Fiscal Advisory Services Inc., set forth in 2 Exhibit C and upon the certifications set forth in the other exhibits attached hereto or as otherwise described herein. The Town is not aware of any facts or circumstances that would cause it to question the accuracy or reasonableness of any representation made in this Tax Certificate including the exhibits hereto, ARTICLE II, GENERAL TAX LIMITATIONS .1 Application of Sale Proceeds. On the Closing Date, the Sale Proceeds of the Bonds, less the Purchaser's discount in the amount of$41,506.45, will be deposited into the following funds of the Town and used for the following purposes: Refunding Escrow Fund (payment of Refunded Bonds) $1,074,512.50 General Fund (payment of Refunded Notes) 660,000.00 General Fund (payment of costs of New Money Projects) 7,703,259.44 General Fund (costs of issuance) 75,750.00 General Fund (payment of debt service due September 15, 2015 and March 15, 2016 on the Bonds allocable to the Current Refunding and New Money Purposes) 306,2.44.34 General Fund (payment of a portion of interest due September 15, 2015 on the Bonds allocable to the Advance Refunding Purpose) 1,247.07 TOTAL: $9,821,013.35 Investment Proceeds earned on the amounts in the General Fund and the Refunding Escrow Fund will be con3rningled with substantial tax and other revenues of the Town, and are expected to be expended for operating or other expenses of the Town within six months after deposit of the Investment Proceeds therein. Pursuant to Treasury Regulations Section 1.148- 6(d)(6), all such Investment Proceeds will be treated as expended when so commingled. 2.2 Expenditure of Gross Proceeds. For purposes of this Tax Certificate, Sale Proceeds allocable to the New Money Purpose will be treated as spent when they are used to pay or reimburse disbursements by the Town that are (i) capital expenditures, (ii) costs of issuing the Nonrefunding Portion, (iii) interest on the Nonrefunding Portion through the later of three years after the Closing Date or one year after the first component of the New Money Projects is placed in service, (iv) initial operating expenses directly associated with such component (in aggregate amount not exceeding 5% of the Sale Proceeds), or (v) other miscellaneous expenditures described in Treasury Regulations Section 1.148-6(d)(3)(ii). The Town hereby certifies that no disbursement to be paid or reimbursed from Gross Proceeds allocable to the Nonrefunding Portion shall have been previously paid or reimbursed from the proceeds of any other obligation, whether issued by the Town or any other party. The Votes constitute the Town's declarations of official intent to issue debt to finance the costs of the New Money Projects. Absent an Opinion of Bond Counsel, all expenditures of proceeds allocable to the Nonrefunding Portion will be made in respect of(a) Preliminary Expenditures, to 3 the extent permitted by Massachusetts law, (b) capital expenditures reimbursed for payments in respect of the New Money Projects made by the Town on or after the date sixty days prior to the applicable Vote of the Town and prior to the Closing Date, or (c) other payments made by the Town on or after the Closing Date, In connection with all expenditures of proceeds of the Bonds described in (b) of the preceding sentence, the reimbursement allocation will be made no later than the later of 18 months after the date of the expenditure or the date on which the first of the New Money Projects to which such expenditure relates is placed in service, but in no event later than three years after the date of such expenditure. 2.3 Governmental Bond Status. Absent an Opinion of Bond Counsel, the Town will not loan more than 5% of the proceeds of the Bonds to one or more Nongovernmental Persons. Absent an Opinion of Bond Counsel, the Town has not allowed and will not allow more than 10% of the Sale Proceeds and Investment Proceeds of the Bonds, each issue of Prior Obligations or the Projects to be used directly or indirectly by any Nongovernmental Person in any trade or business, other than as a member of the general public, and has not allowed and will not allow more than 5% of the Sale Proceeds and Investment Proceeds or more than 5% of the Projects to be so used to the extent such use is unrelated or disproportionate to the governmental uses thereof. Absent an Opinion of Bond Counsel, for purposes of this Section 2.3, a Nongovernmental Person will be treated as "using"proceeds of the Bonds and proceeds of each issue of'Prior Obligations or the Projects to the extent the Nongovernmental Person: (i) borrows proceeds of the Bonds or the proceeds of the Prior Obligations, (ii) uses any portion of the Projects as owner, lessee, set-vice provider, operator or manager, (iii) acquires the output of the Projects, or (iv) enters into any other arrangement that provides a special legal entitlement or special economic benefit to a Nongovernmental Person. As of the Closing Date, the Town certifies that either(i) there are no contracts or other arrangements for the operation or management of any component of any one or more of the Projects by any party other than a Governmental Unit or (ii) such contracts and arrangements have been approved in an Opinion of Bond Counsel. Absent an Opinion of Bond Counsel, the Town will not enter into any contract or other arrangement after the Closing Date for the operation or management of any component of the Projects by any party other than a Governmental Unit. 2.4 Change in Use. The Town reasonably expects to use all proceeds of the Bonds and all facilities that are financed and refinanced from the proceeds of the Bonds as set forth in Section 23 of this Tax Certificate for the entire stated term to maturity of the Bonds, Absent an Opinion of Counsel, the Town in fact will use all proceeds of the Bonds and each facility financed or refinanced from proceeds of the Bonds as set forth in Section 2.3 of this Tax Certificate. 2.5 Registered Form. The Bonds are being issued in registered form. 4 2.6 Federal Guarantee, The Town will not directly or indirectly use or permit the use of any proceeds. of the Bonds or any other funds of the Town or any related party or take or omit to tape any action that would cause the Bonds to be Bonds that are "federally guaranteed." In furtherance of this covenant, the Town will not allow the payment of principal or interest with respect to the Bonds to be guaranteed (directly or indirectly) in whole or in pail by the United States or any agency or instrumentality thereof. Except as provided in the next sentence, the Town will not use 5% or more of the proceeds of the Bonds to make or finance loans the payment of principal or interest with respect to which is guaranteed in whole or in part by the United States or any agency or instrumentality thereof, nor will it invest 5% or more of such proceeds in federally insured deposits or accounts. The preceding sentence shall not apply to (i) investments in the portions of the General fund during the temporary periods described in Sections 3.5 through 3,7 hereof, (ii) investments in the Bona bide Debt Service fund, and (iii) investments in Bonds issued by the United States Department of Treasury. 2.7 Information Reporting, The Town will cause a properly completed and executed IRS Form 8038-G to be fled with respect to the Bonds no later than August 15, 2015. 2.8 Partial Current Refunding. The Town will deposit Sale Proceeds into the General Fund in the amount of$660,000,00 on the Closing Date and will use such amount to retire a like amount of Refunded dotes on June 18, 2015 which date is within 90 days of the Closing Date, proceeds of the Bonds will not be used directly or indirectly to make principal, interest or redemption premium payments with respect to any governmental obligation other than the Refunded Obligations as described in this Section 2.8 and in Section 2.9 and, to the extent described in Section 2,1 hereof, the Bonds. 2.9 Partial Advance Refunding. On the Closing Date, the Town will deposit Sale Proceeds of the Bonds in the amount of$1,074,512.50, into the Refunding Escrow Fund and will use such amount to pay the principal of and interest on the Refunded Bands and to redeem the Refunded Bonds on March 15, 2016. 2.9.1 First Call Date. Each of the Refunded Bonds will be redeemed on the first call date therefor, regardless of the amount of call premium. 2.9.2 Number of Advance R.efuindings. All of the Refunded Bonds were issued on a"new money" basis or a "current refunding" basis to refund a previously issued "new money" issue (or as part of a series of exclusively current refundings to refinance such a "new money„ issue) in order to finance or refinance capital projects of the Town. Accordingly, each of the Bonds allocable to the .Advance Refunding Purpose is only the first advance refunding of "Original Obligations"within the meaning of Section 149(d)(3)(A)(i)(I) of the Code, 2.10 [No] Unexpended Proceeds. [As of the Closing Date, there are no unexpended proceeds of the Refunded Obligations.] [No proceeds of the Refunded.Bonds remain unspent as of the Closing Date. No proceeds of the Refunded Notes remain unspent as of the Closing Date other than the amount of$ which is currently being held by the Town in the General Fund pending its expenditure on costs of the Refinanced Projects, The Town acknowledges that upon the retirement of the Refunded Notes on Tune 18, 2015, such amount will cease to be treated as proceeds of the Refiinded Notes and will instead be treated (together with the allocable 5 i earnings from the investment and reinvestment thereof), to the extent provided in Treasury Regulations Section 1.148-9(b), as proceeds of the Obligations (the "Transferred Proceeds") The Town reasonably expects that such Transferred Proceeds, together with all Investment Proceeds thereon, will be fully expended on or before , which is within 3 years of the date of issuance of the applicable Original Obligations,] 2.11 No fooling. The Town will not use any proceeds of the Bonds directly or indirectly to make or finance loans to two or more ultimate borrowers, 2.12 No Hedge Bond's, As of the respective issue dates of each issue comprising the Original Obligations, the Town reasonably expected to expend more than 85% of the "spendable proceeds" of each such issue within three years of such issue date for the goverrunental purposes of such Original Obligations, Not more than 50% of the `spendable proceeds" of each such issue were invested at a substantially guaranteed yield for four years or more. The Town. reasonably expects that more than 85% of Net Sale Proceeds will be expended for governmental purposes of the Bonds within three years after the Closing Date. Not more than 50% of Net Sale Proceeds of each such issue will be invested at a substantially guaranteed yield for four years or more, 2.13 Useful Life, The weighted average maturity of the Bonds allocable to each of the Advance Refunding Purpose the Current Refunding.Purpose and the New Money Purpose does not exceed 120% of the remaining average reasonably expected economic life of the assets comprising the Projects allocable to each such purpose. ARTICLE III. ARBITRAGE GENERAL 3.1 Reasonable Expectations. This Article III states the Town's reasonable expectations with respect to the amounts and uses of proceeds of the Bonds and certain other moneys, 3.2 Reoffering Prices., On the date hereof, the Town is delivering the Bonds to the Purchaser in exchange for an aggregate payment of$9,821,013.35 (which represents the total amount of Sale Proceeds in the amount of$9,862,519.80, less an aggregate Purchaser's discount of$41,506,45). Based upon the advice of the Purchaser as set forth in Exhibit D, as of the ;Sale Date, the price paid for the Bonds did not exceed the fair market value of the Bonds and the Bonds have been reoffered, or the Purchaser reasonably expected to offer the Bonds, to the public (excluding any bond house, broker or other intermediary) at the prices set forth in Exhibit I). Each initial reoffering price was reasonable under customary standards in the applicable tax-exempt market as of the Sale Date, 3.3 Funds and Accounts, The Town will use the Refunding Escrow Fund and certain portions of its General Fund (or accounts or subaccounts within the General Fund)to hold certain proceeds of the Bonds, as more particularly described in this Article 111. The Town does not expect that either it or any other person benefiting from the issuance of the Bonds will use any moneys in any fund or account other than the Bona Fide Debt Service Fund to pay debt service on the Bonds; nor is any other fiend or account so pledged as security for the Bonds that 6 j there is a reasonable assurance that amounts held in such other fund or account will be available if needed to pay debt service on the Bonds. 3.4 Bona Fide Debt Service Fund. 3.4.1 Payment of the Bonds. The Bonds are general. Obligations of the Town payable from revenues available therefor pursuant to the Massachusetts General Laws, from a portion of the Sale Proceeds and from earnings from the investment and reinvestment of Sale Proceeds. 3.4.2 Revenues. Except for the debt service to be paid from a portion of the Sale Proceeds and earnings from the investment and reinvestment of Sale Proceeds, payments of debt service on the Bonds are expected to be derived from current revenues of the Town in each year, and current revenues are expected to equal or exceed debt service on the Bonds during each payment period. 3.4.3 Match Between Revenues and Debt Service. The portions of the Town's General Fund that are reasonably expected to be used to pay debt service on the Bonds (such portions of the Town's General Fund being referred to herein as the "Debt Service Fund") will be allocated to the payment of debt service on the Bonds on a "first in, first out" (FiFo) basis, Accordingly, the Debt Service Fund will be used primarily to achieve a proper matching of revenues and debt service within each Bond Year. The Debt Service Fund will be depleted at least once a year except for a carryover amount not to exceed the greater of the earnings on such fund for the immediately preceding Bond Year or 1112th of debt service in respect of the Bonds for the immediately preceding Bond Year. Amounts contributed to such fund will be spent within thirteen months after the date of such contribution and any amounts received from the investment or reinvestment of monies held in such fund will be expended within one year after the date of accumulation thereof in any such fund. Amounts in the Debt Service Fund will be invested without regard to yield. 3.5 Three-Year Temporary Period —New Money. A portion of the Sale Proceeds allocable to the New Money Purpose in the amount of$7,703,259.44 will be deposited in the General Fund for the purpose of paying costs of the New Money Projects. The Town's expenditure expectations with respect to the New Money Projects are set forth in Exhibit E. The Town reasonably expects that at least 85�'%a� of the Net Sale Proceeds will be spent to pay costs of the New Money Projects within three years from the Closing Date, The Town heretofore has incurred or within six months hereafter will incur a binding obligation to one or more unrelated parties involving an expenditure of not less than 5% of Net Sale Proceeds. Completion of the New Money Projects and allocations of Net Sale Proceeds to costs of the New Money Projects will proceed with due diligence. Net Sale Proceeds allocable to paying costs of the New Money Projects held in the General Fund and Investment Proceeds earned thereon, will be invested without regard to yield through three years from the Closing Date. 3.6 90-Day Temporary Period—Current Refunding. As reflected in Sections 2.1 and 2.8 hereof, a portion of Sale Proceeds allocable to the refunding of the Refunded Notes in the amount of$660,000.00 will be deposited in the General Fund and used on June 18, 2015 to pay the principal of the Refunded Notes. Proceeds of the Bonds to be used to refund the 7 i Refunded Notes may be invested without regard to yield for the period that ends 90 days after the Closing Date. i 3.7 34-Day Temporary Period - Costs of Issuance. The General Fund of the Town will be used to hold a portion of Sale Proceeds in the amount of$75,750.00 pending its expenditure for costs of issuing the Bonds. Proceeds of the Bonds deposited in the General Fund that will be used to pay costs incurred in connection with the issuance of the Bonds may be invested without regard to yield during the period that ends 30 days after the Closing Date, 3.8 Refunding Escrow Fund. Sale Proceeds of the Bonds allocable to the Advance Refunding Purpose in the amount of$1,074,512.50, will be deposited in the Refunding Escrow Fund on the Closing Date and used to pay the principal of and interest on the Refunded Bonds. through and including March 15, 2016 and to redeem the Refunded Bonds on March 15, 2016. Schedules showing the tunes and amounts of receipts into and disbursements from the Refunding Escrow Fund are set forth in the Verification Report, a copy of which is included in the Transcript for the Bonds. In part as reflected in the Verification Report, all Sale Proceeds of the Bonds deposited in the Refunding Escrow Fund are being used on the Closing Date to acquire Certificates of Deposit (the "CDs") in accordance with the safe harbor set forth in Treasury Regulations Section 1.148-5(d)(6)(ii). As reflected in the Verification Report and in Schedule C of Exhibit C hereto, the CD produces a yield of 0.29905% through March 15, 2016, which yield does not exceed the yield on the Bonds, as described in Section 4.1 hereof, As reflected in Exhibit C hereto, the yield on the CD (which has a fixed rate of interest, a fixed payment schedule and a substantial penalty for early withdrawal) is not less than(i) the yield on reasonably comparable direct obligations of the United States and (ii) the highest yield that is published or posted by Washington Savings Bank to be currently available from Washington Savings Bank on reasonably comparable certificates of deposit offered to the public 3.9 [Transferred Proceeds, As reflected in part in Section 2.1.1 and Exhibit E, as of the respective issue date of each issue comprising the Original Obligations, the Town reasonably expected that at least 85% of the proceeds of the Original Obligations would be expended within three years of such respective date. Within six months after each such date, the Town had incurred a binding obligation to one or more unrelated parties involving expenditures aggregating not less than 5% of the proceeds of the applicable Original Obligations. Completion of the Refinanced Projects and allocations of proceeds of the Original Obligations and Transferred Proceeds to costs of the Refinanced Projects has proceeded and will proceed with due diligence. Transferred Proceeds will be invested in the General Fund without regard to yield through the third anniversary of the date on which the applicable Original Obligations were issued. To the extent any Transferred Proceeds remain unspent after the third anniversary of the respective date of issuance of the applicable Original Obligations, the Town will invest such unspent amounts in accordance with Section 4.3 hereof or will make Yield Reduction Payments or cause such payments to be made to the extent necessary pursuant to Treasury Regulations Section 1,148-5(c) in order to ensure that the Transferred Proceeds in fact are treated as invested at a yield not exceeding the yield on the Obligations.] 3.10 No Overissuance, No Excess Gross Proceeds. As reflected in Sections 2,1 and 3.8 hereof, Sale Proceeds in the amount of$1,074,512.50 deposited in the Refunding Escrow Fund will be used to pay principal of and interest on the Refunded Bonds and to redeem the 8 i Refunded Bonds on March 15, 2016. All other Sale Proceeds of the Bonds, together with investment earnings thereon, will be used to pay principal of the Refunded Notes, costs of the New Money Projects, the Purchaser's discount, a portion of the debt service due on the Bonds (with the amount of interest allocable to the Bonds financing the Advance Refunding Purpose being less than I% of the Sale Proceeds of the Bonds allocable to the Advance Refunding Purpose as set forth in Section 2.1 herein) and other costs of issuing the Bonds. Accordingly, there are no "excess gross proceeds" of the Bonds within the meaning of Treasury Regulations Section 1.148-1.0(c). Taking into account anticipated investment earnings, proceeds from the sale of the Bonds do not exceed the amount necessary to retire the Refunded Bonds, to pay costs of the New Money Projects and to pay costs of issuing the Bonds and other common costs of the ' Bonds, 3.11 No Other Replacement Proceeds. Neither the Town nor any related person will use any Gross Proceeds of the Bonds directly or indirectly to replace funds of the Town or any related person, which fiends are or will be used directly or indirectly to acquire Investment Property reasonably expected to produce a yield that is materially higher than the yield on the Bonds. 3.12 No Expected Sale. It is not expected that the Projects or any part thereof financed or refinanced in whole or in part by the Bonds will be sold or otherwise disposed of before March 15, 2035, the last scheduled maturity date of the Bonds, except for minor portions due to normal wear or obsolescence. ARTICLE IV. ARBITRAGE _ YIELD AND YIELD RESTRICTION 4,1 Yield. Yield on the Bonds or yield on Investment.Property generally means that discount rate which, when used in computing the present value of all unconditionally payable payments representing principal, adjusted, as required, for any substantial discounts or premiums, interest and costs of qualified guarantees or qualified hedges produces an amount equal to the aggregate issue price of the Bonds or the purchase price of Investment Property, as appropriate, The aggregate issue price of the Bonds is $9,862,519.80, which represents the aggregate price at which the Bonds were offered to the ultimate Purchaser thereof as described in Exhibit D hereto. As reflected in the Verification Report and Schedule A of Exhibit C, the aggregate yield on the Bonds, adjusted as may be required for substantial original issue premiums or discounts, has been calculated by Unibank Fiscal Advisory Services line. to be 2.3414868%. 4.2 No Qualified Hedges. No contract has been, and (absent an Opinion of Bond Counsel) no contract will be, entered into such that failure to take the contract into account would distort the yield on the Bonds or otherwise would fail clearly to reflect the economic substance of the transaction. 4,3 Yield Restriction. Absent an Opinion of Bond Counsel, if the sum of(A) any proceeds of the Bonds allocable to the payment of the New Money Projects held in the General Fund after the third anniversary of the Closing Date, plus (B) any amounts held in the Bona Fide Debt Service Fund and remaining unexpended after 13 months from the date of accumulation in such fund, plus (C) any proceeds of'the Bonds allocable to the retirement of the Refiinded dotes 9 held in the General fund after 90 clays from the Closing Date, plus (D) any proceeds of the Bonds held in the Town's General Fund to pay costs of issuing the Bonds after 30 days from the Closing Date, [plus (E) any Transferred Proceeds held in the General Fund after the third anniversary of the respective issue date of the applicable Original Obligations], at any time in the aggregate exceeds $100,000, at any time in the aggregate exceeds $100,000, the excess will be invested as follows: (i) in Investment Property with a yield not exceeding the yield on the Bonds, (ii) in assets that are not treated as Investment Property (g.g., Tax-Exempt Bonds) or (iii) in assets that satisfy the requirements for Yield Reduction Payments. ARTICLE V. REBATE 5.1 [Indertakings, The Town hereby covenants to comply with requirements of the Code pertaining to the Rebate Requirement, The Town acknowledges that the United States Department of the Treasury has issued regulations with respect to certain of these undertakings, including the proper method for computing whether any rebate amount is due the federal government under Section 148(f) of the Code. (Treasury Regulations Sections 1.148-1 through 1.148-11, 1.150-1 and I.150-2.) The Town further acknowledges that the United. States Department of the Treasury may yet issue additional regulations with respect to certain of these undertakings. The Town covenants that it will undertake to determine what is required with respect to the rebate provisions contained in Section 148(f) of the Code and said regulations from time to time and will comply with any requirements that may apply to the Bonds. 5.2 Recordlceeping. The Town shall maintain or cause to be maintained detailed records with respect to each Nonpurpose Investment allocable to Gross Proceeds, including: (a) purchase date; (b) purchase price; (c) information establishing fair market value on the date such investment became a Nonpurpose Investment; (d) any accrued interest paid; (e) face amount, (f) coupon rate; (g) periodicity of interest payments; (h) disposition price; (i) any accrued interest received, and G) disposition date. Such detailed recordkeeping is required to facilitate the calculation of the Rebate Requirement, 5.3 Exceptions to the Rebate Requirement. 5.3.1 Bona Fide Debt Service Frond Exception. Based on the representations set forth in Section 2.3 hereof, and because the weighted average maturity of the Bonds, 9.030 years, is longer than five years and the Bonds are a fixed yield issue, the exception to rebate set forth in Code Section 148(0(4)(A) applies to the Bona Fide Debt Service Fund. To the extent the earnings on the Bona Fide Debt Service Fund in each Bond Year are less than $100,000, the exception to rebate set forth in Code Section 148(f)(4)(A) applies to the Bona Fide Debt Service Fund. Based on the representations set forth in Section 3.4.3 hereof and this Section 53.1, no rebate calculations are required to be made in respect of amounts in the Bona Fide Debt Service Fund. 5.3.2 Two-Fear Construction Expenditures Exception, In determining the amount of Available Construction Proceeds as of any date, there shall be included the amount of investment earnings reasonably expected after such date, together with investment earnings actually received or accrued as of such date, The Town reasonably expects that at least 75% of Available Construction Proceeds will be expended for construction expenditures with respect to 10 I the New Money Projects. For this purpose, construction expenditures include costs of reconstruction and rehabilitation, but do not include costs of acquiring any interest in land or other existing real or personal property. Allocable costs of issue will be treated as satisfying the spending exception if spent by the end of the final spending period described below. In general, no rebate calculations will be required in respect of Available Construction Proceeds if Available Construction Proceeds in fact are spent at least as quickly as follows; 10% within six months after the Closing Date 45% within twelve months after the Closing Date 75%within eighteen months after the Closing Date 100% within twenty-four months after the Closing Date The requirement that 100% of Available Construction Proceeds be spent within twenty-four months after the Closing Date will be met if at least 95% of Available Construction Proceeds is spent within twenty-four months and the remainder is held as a reasonable retainage, as permitted by contracts with the Town's contractors, and such remainder is spent within thirty-six months after the Closing Date, The Town's spending expectations with respect to the proceeds of the Nonrefunding Portion are attached hereto as Exhibit E. 5.44 Refunded Obligations - Rebate. The Town does not expect to owe rebate on the Refunded Notes as all of the proceeds of the Refunded Notes have been expended [or are expected to be] within an applicable spending exception to rebate. To the extent any rebate is owed with respect to the Refunded Bonds, the Town covenants to pay such rebate within 60 days of the final redemption of the Refunded Bonds, 5.5 Rebate Requirement or Yield Reduction Payments With Respect to the Bonds. The Town covenants to, and will, pay any Rebate Requirement or Yield Reduction Payments due with respect to the Bonds within 5 years from the issuance date of the Fonds and at least every 5 years thereafter until the final maturity, and then within 60 days after the final maturity of the Bonds as required by Section 148(f)(3) of the Code. ARTICLE VI. OTHER MATTERS 6.1 Bank (qualification. We hereby certify that we are the officers of the Town charged by law with the responsibility for issuing the Bonds. We certify that the Town, and all of its subordinate entities, if any, do not reasonably anticipate issuing tax-exempt bonds, notes or other obligations (other than private activity bonds and current refunding bonds to the extent the amount thereof does not exceed the outstanding amount of the obligations to be refunded thereby), as shown in Exhibit F, during calendar year 2015, which, in the aggregate, will exceed $10,000,000 (including all such obligations issued to date, the portion of the Bonds being designated on the date hereof, the premium on the Bonds, and all such obligations expected to be issued during the balance of the current calendar year). The Bonds are "qualified tax-exempt obligations" for purposes of Code Section 265(b)(3). We hereby designate the Nonrefunding Portion of the Bonds and portion of the Refunding Portion allocable to the Refunded Bonds that exceeds the face amount of the Refunded. Bonds as "qualified tax-exempt obligations" for 11 purposes of Code Section 265(b)(3). We certify that the Refunded Notes were designated as "qualified tax-exempt obligations" at the time of issuance thereof, that the principal amount of the Refunding Portion allocable to the Refunded Notes does not exceed the outstanding amount of the Refunded Notes and that the average maturity of the issue of which the Refunded Notes were part is less than 3 years, and that the Bonds have a maturity date which is not later than the date which is 30 years after the date that the original qualified tax-exempt obligations were issued. Accordingly, the principal amount of the Refunding Portion is deemed designated for purposes of Code Section 265(b)(3)(D)(ii). No entity has been formed by the Town or for the benefit of the Town in order to avoid the $10,000,000 limitations in Sections 265(b)(3)(C) and (D) of the Code. 6.2 Expectations. The undersigned are authorized representatives of the Town acting for and on behalf of the Town in executing this Tax Certificate. To the best of the knowledge and belief of the undersigned, there are no other facts, estimates or circumstances that would materially change the expectations as set forth herein, and said expectations are reasonable. 6..3 Covenant to Comply. The Town hereby covenants that it will not take or permit to be taken on its behalf any action or actions that would adversely affect the exclusion from federal income taxation of interest on the Bonds and will tape or require to be taken such acts as may reasonably be within its ability and as may from time to time be required under applicable law to maintain the exclusion from federal income taxation of interest on the Bonds. 6.4 Record Retention. In order to ensure that interest on the Bonds continues to be excluded from gross income for federal tax law purposes, the Town acknowledges that records should be maintained to support the representations, certifications and expectations set forth in this Tax Certificate (including the exhibits hereto) at least until the date six (6) years after the later of(a) the date on which the Bonds are retired, and (b) if any portion of the Bonds are refunded with the proceeds of any other tax-exempt Bonds ("Refunding Bonds"), the date on which the last of the Refunding Bonds is retired. In addition to the items described in 'Section 5.2 hereof, records to be retained include, but are not limited to: (i) Basic records and documents relating to the Bonds and the Prior Obligations; (ii) Documentation evidencing the expenditure of proceeds of the Bonds and the Original Obligations, ('iii) Documentation evidencing the use of the Projects or any component thereof by public and private sources (i.e., copies of management contracts, research agreements, leases, etc.); (iv) Documentation evidencing all sources of payment or security for the Bonds and the Prior Obligations; (v) Documentation evidencing compliance with the timing and allocation of expenditures of proceeds of the Bonds and the Prior Obligations; and 12 (vi) Records of all amounts paid to the United States in satisfaction of the Rebate Requirement for the Bonds and IRS Forms 8039-T (or successor forms thereto) related to such payments or to Yield Reduction Payments. 6.5 Amendments. Notwithstanding any other provision of this Tax Certificate, the Town may amend this Tax Certificate and thereby alter any actions allowed or required by this Tax Certificate if such amendment is signed by an authorized officer and is supported by an Opinion of Bond Counsel. 13 i i 6.6 Sunfival of Payment or Defeasance. Notwithstanding any provision in this Tax Certificate or in any ether agreement or instrument relating to the Bonds to the contrary, the obligation to remit the Rebate Requirement, if any, to the United States Department of the Treasury and to comply with all other requirements contained in this Tax Certificate shall survive payment or defeasance of the Bonds. Dated June 15, 2015 TOWN OF NORTH ANDOVER, MASSACHUSETTS By Treasurer By , . Selectmen S-1 i APPENDIX A For purposes of the Tax Certificate to which this Appendix A is attached, the following capitalized terms have the following meanings: "2.008 Advance Refunded Bonds" means the $2,865,000 of the Town's outstanding Land Acquisition Bands dated January 1, 1998. (originally issued in the aggregate principal amount of $4,615,000), maturing in the years 2009 through 2018. "2008 Bands" means the 2008 Series A Bonds and the 2008 Series B Bonds. "2008 Current Refunded Bonds" means (i) $14,410,000 of the Town's Municipal Purpose Loan of 1998 Bonds dated January 15, 1998 (originally issued in the aggregate principal amount of$24,548,000), maturing in the years 2009 through 2018, and (ii) $5,515,000 of the Town's Municipal purpose Loan of 1998 Bonds dated September 1, 1998 (originally issued in the aggregate principal amount of$13,175,000), maturing in the years 2009 through 2018. "2008 Issue" means the 2008 Bonds and the 2008 Notes. "2008 Notes" means the Town's $2,144,430 general Obligation Bond Anticipation Notes dated June 18, 2008, "2008 Series A Bonds" means the Town's 6,411,316 general Obligation.Municipal Purpose Loan of 2008 Bonds, Series A dated June 1, 2008. "2008 Series B Bands" means the Town's $15,045,000 general Obligation Refunding Bonds, Series B dated June 1, 2008. "Adjusted gross Proceeds" generally means gross Proceeds, less amounts held in the Bona Fide Debt Service Fund. "Available Construction proceeds" means all Sale proceeds allocable to the Nonrefunding Portion(reduced by costs of issuing the Obligations allocable to the Nonrefunding Portion), plus all Investment Proceeds earned or reasonably expected to be earned thereon before the earlier of two years after the Closing Date or substantial completion of the New Money Projectss' construction. ".`Bona Fide Debt Service Fund" means the Debt Service Fund identified in Section 3.4.3 of the Tax Certificate. "Bond Year" means the period beginning on the Closing Date and ending on June 15, 2016 (or on an earlier date selected by the Town in accordance with Treasury Regulations Section I.148-1(b)), and each successive one-year period thereafter. The last Bond Year will end on the last day on which any Bonds are outstanding for federal tax purposes. "Closing Date" means the date of this Tax Certificate, June 15, 2015. "Code" means the Internal Revenue Code of 1986. Appendix A-1 I "Governmental Unit" means any Mate, or political subdivision of a State, but excludes the United States and its agencies or instrumentalities. "Gross Proceeds" generally means all proceeds derived from or relating to the Bonds, including Sale Proceeds, Investment Proceeds, and other amounts pledged or expected to be used to pay debt service on the Bonds. "Investment Proceeds" means earnings received from investing and reinvesting Sale Proceeds and from investing and reinvesting such earnings. "Investment Property" means any security or obligation, any annuity contract, or any other investment-type property, but does not include any Tax-Exempt Bond unless such obligation is a "specified private activity bond" within the meaning of Section 57(a)(5)(C) of the Code. "Minor Portion" means any amount of Gross Proceeds not greater than $100,000 invested at an unrestricted yield pursuant to Code Section 148(e). "Net Sale Proceeds" means the Sale Proceeds allocable to the Nonrefunding Portion, less a ratable portion of the Minor Portion. "Nongovernmental Person" means any person or entity other than a Governmental Unit. "Nonpurpose Investment" means any Investment Property in which Gross Proceeds are invested. "Nonrefunding Portion" means the portion of the Bonds that is not allocable to the Refunding Portion. "Opinion of Bond Counsel" means a written opinion of nationally recognized bond counsel, delivered to the Town, to the effect that the exclusion from gross income for federal income tax purposes of interest on the Bonds will riot be adversely affected. "Original. Obligations" means, collectively, the portions of the Refunded Obligations and the Bonds issued to finance the Projects on a"new money" basis and any other Obligations all or a portion of which were issued to finance the Projects on a new money basis which have been ultimately refinanced by the Refunded Obligations. "Preliminary Expenditures" means architectural, engineering, surveying, soil testing, costs of issuing the Bonds allocable to the Norzrefunding Portion, and similar costs paid with respect to the New Money Projects in an aggregate amount not exceeding $1,540,651 (Le., no more than 20% of the issue price of the Bonds allocable to the Nonrefunding Portion). However, Preliminary Expenditures do not include land acquisition, site preparation or similar costs incident to the commencement of construction. "Prior Obligations" means collectively, the Original Obligations and each series of exclusively current refunding Bonds all or a portion of which were issued thereafter to refinance the Original Obligations, including the Refunded Obligations. Appendix A-2 "Rebate Requirement" means the amount of rebatable arbitrage with respect to the Bonds, computed as of the Last day of any Bond Year pursuant to Section 1.148-3 of the Treasury Regulations. "Refunded Bonds" means the $6,41.1,316 General Obligation Bonds, Series A, dated July 1, 2008 and payable March 15 in the years 2024 through 2028 in the aggregate principal amount of$1,030,000. "Refunded Notes" means the Town's $660,000 General Obligation Bond Anticipation Notes (issued on a new money basis) dated June 18, 2014 and payable ,tune 18, 2015. "Refunded Obligations" means the Refunded Bonds and the Refunded Notes. "Refunding Escrow Fund" means the fund so defined as such in the Refunding Escrow Agreement dated as of June 15, 2015 between the 'Town and U.S. Bank National Association, as Escrow Agent and Paying Agent, entered into in connection with the refunding of the Refunded Bonds. "Refunding Portion" means the portion of the Bonds allocable to the refunding of the Refunded Obligations, together with the portion of the Bonds allocable to the financing of a ratable share of the common costs of the Bonds. "Sale Proceeds"means the amount of$9,862,519.80, comprising the aggregate stated principal amount of the Bonds ($9,435,000,00), plus aggregate net original issue premium thereon ($427,519.80). "'Fax Certificate" means the Tax Certificate to which this Appendix A is attached. ""Tax-Exempt Bond"means any obligation the interest on which is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Code, other than a "specified private activity bond" within the meaning of Section 57(a)(5)(C) of the Code, as well as (i) stock in a "regulated investment company" (within the meaning of Section 852 of the Code) to the extent at least 95 percent of income to the stockholder is treated as interest on Tax- Exempt Bonds and (ii) any demand deposit obligation issued by the United States Department of the Treasury pursuant to Subpart C of 31 CFR Part 344. "Transcript" means the transcript of bound documents relating to the execution and delivery of the Bonds, "Verification Report" means that certain Verification Report, dated June 15, 2015, delivered by Barthe & Wahrman, P.A., in connection with the issuance of the Bonds and the refunding of the Refunded Bonds. "Yield Reduction Payment"means a"qualified yield reduction payment" to the United States Department of the Treasury that reduces the yield on Investment Property, as set forth in Treasury Regulations Section 1.148-5(c), subject to the limitation set forth in Treasury Regulations Section 1.148-10(b)(1)(ii). Appendix A-3 EXHIBIT A-1 ALLOCATION OF THE 2008 BONDS TO THE 2008 ADVANCE REFUNDING PURPOSE, THE 2008 CURRENT REFUNDING OF BONDS PURPOSE AND 2008 CURRENT REFUNDING/NEW MONEY PURPOSE A_i i I EXHIBIT A-2 DEBT SERVICE COMPARISON 2408 ADVANCE REFUNDING OF BONDS PURPOSE i i i i A-2 I EXHIBIT A-3 DEBT SERVICE COMPARISON 2008 CURRENT REFUNDING SIP BONDS PURPOSE A-3 I EXHIBIT B 1 I ALLOCATION OF THE BONDS TO THE ADVANCE REFUNDING PURPOSE, AND THE CURRENT IIEFUNDINGINEW MONEY PURPOSE Current Advance Year of Refunding/New Refunding Maturity Money Purpose Purpose 2016 $565,000 $15,000 2017 560,000 5,000 2018 560,000 5,004 2019 560,000 5,000 2020 555,000 5,000 2021 455,000 5,000 2022 455,000 5,000 2023 455,000 5,000 2024 455,040 225,000 2025 455,040 224,040 2026 330,000 210,040 1 2027 330,000 200,000 2028 330,000 165,000 2029 330,000 2031 330,000 2032. 330,000 2033 330,000 - 2034 325,000 W 2035 325,000 - B-1 I EXHIBIT C j CERTIFICATE OF THE FINANCIAL ADVISOR I On behalf of Unibank Fiscal Advisory Services Inc., as financial advisor to the Town of North Andover, Massachusetts (tile "Town"), in connection with the Town's $9,435,000 General Obligation Municipal Purpose Loan of 2015 Bonds dated June 15, 2015 (the "Bonds"), the undersigned hereby certifies and represents as follows: (1) As shown on the attached Schedule A, the aggregate yield on the Bonds (meaning that discount rate which, when used in computing the present value of all payments of principal and interest to be paid on an obligation, produces an amount equal to the issue price of the Bonds within the meaning of"Treasury Regulations Section I,1 48-1(b)) is 2.3414868%. The yield has been computed on an actuarial or present value method using a 360-day year and semiannual compounding, based on the issue prices or yields of the Bonds certified to the Town on the date hereof by Janney Montgomery Scott LLC, as purchaser of the Bonds, and adjusted as may be required for substantial premiums or discounts. (2) As shown on the attached Schedule B, the net present value savings to the "Town as a result of the use of the proceeds of the Bonds to refund on an advance basis, the principal of and interest on a $1,030,000 portion of the Town's $6,411,316 General Obligation Municipal. Purpose Loan of 2008 Bonds dated June 1, 2008, maturing on March 15 in the years 2024 through 2028, inclusive, are at least $179,587.09, (3) As shown on Schedule C, the yield on the Refunding Escrow Fund is 0.33216%, which does not exceed the yield on the Bonds as reflected above. (4) The Town and Locke Lord LLP, Bond Counsel, may rely on the foregoing certifications for purposes of determining compliance with Sections 148 and 149(d) of the Internal Revenue Code of 1986. and with Section 21 A of Chapter 44 of the Massachusetts General Laws, UNIBANK FISCAL ADVISORY SERVICES INC. Dated: June 15, 2015 By: Title: B-1 Schedule A Proof Of Bond Yield 2.3414868% Part t of 2 Presem .4A4Iti9181tiV Date cashfiow PV Factor Valuo. _r PV 0611V2015 1:.0001706o>k 09115170 15 71,170.484 0-9941974 70,757.95 10,7 S 7.95 0. IV2016i 7221341.1J,g 0.982697 4x M9,837,86 75(1,597, I' 09/Is t)1ri 136,543.88 f07I3207x 137,05l 913„223,76 03+157201 __------- 701R5A41.88 09600806x 673 3 71 1.SHfm�7 1.53 1I "1 17 128,4)66.8 dJ.4� fY'Y17i x 1'�1,.5 i 1.7� 1,74>R, 97. 0115!2018 693,066,n 13 937.02,: 654,4351',23 ',358,381.46 (1911 841'2018 11 rs,7f u.A8 0-9271348x 108,21R,64 2,4,615,641).to 4,31 W2019 687'166A 01916406px 6"24,77 5.2.;1 3,41^21,4415:38 0911 WO 105,466,98 0,905.8014x' 60,9913 257 3°e .. 3,18694743 {33115 ,89 l"X 595,805,+49 3„7142„752.9:4 09!15/2020 97,0669 611 0.884951t9.e 85,4A(k1.?(P 3,868,,613,13 036 Q02 557,066,81 0.87,17199 07,276,55 5S 4,3 5 5,72I,S A (KM 5” 1 (7,966,80 0,R6,13960x 11,469.36 4;431,09,04 J2022 4'1,ItQ5188 468 202,(M 6, f 1151?1722 8,6676.88 0,8447017x, G6,4a0,04 4,966,551,16 443!1512023 1,60 66f%U 0.8349266 9.343,1 17,12 4,3(39,67(1,7,14 @)115124)23 53,416,88 0 875265€x 4 4,tt8:1.lit) 6„15',1,7513! V2024 733,4 d�:$b {}11153151 x 5943„255,?4i 6,952,012.63 1151143 &fii 6rpCa 158 0,8062757;4, 37 589 1)6 637,598,68 ...., .,„ ........, . .. _ [1311512025 821,1415.85 0.1947455.x 515,089,35 7,%4,688, 09/1517025 37,529.28 U 787773,4X 31,138,21 7,595,82(,25 GM 51202.6 39,529,35 f7.7786r0'1k, ;.W,771.88 7,U6,604,14 41�)11:513.4'Y?.fi 39„57411.:38 0.769S97Irx 30,47'1.72 7,657,025-m w 03115/? °7 3<3 M.:3& 4'6069?1 30,069.Cr9 7 AL 5 w a T , 0914 512,627 39,i x.9.,'3 S 0,,515844x 29,721,7 `',71 6,811_:77 03115120213 �1�,52�T.78 41.7331655 3417,256.10 8,114,073.;37 0911512028 32,970 63 0.1345884% 24,219.84 11,138,29121 03/15p.029 362,970.6.3 0726087h 263,543.53 8,401,841'.74 1.4341115!'2072 ,1,:508.1:1 0 1,685.5% _ 2k1,5 4 9is 8 42?,366'.:21 ,.�, w....�..._,___ WII5110312 3,511,5'4744,1 i 0 7093805% 254,3R7,51 $,676,743,72 0/15)20'30 ?4,"75,63 0.7041716x J6,936.3,1 8,693,735.04 0311512031 J54,225.63 13-6Wf3576x 245,498.79 M!39,231132 0911512031 19,85„3,10 0.6550376x 13,600,14 8,,952,833,96 fY311aQ32 349 fs S3 13 0,67711434 m 23tsx�R�.-4!i 9,1813�7mi 1 .. - 419/15 32. 14,IO-4.13 0 5692749% 91,,41711.27 9,199,697, 3 03!151«03:5 344,00.1,[3 4,66153341% 2,28,163.79 9,327,861.22 CN I M24133 9,95.3,13 0,653167 49% 6,50'8,10 9,434,369,32 031)S/2034 1:44,951.13 0,6463093x 216,4452,97 7,650,852.34 0911 i,e2034 543764 13 0.081k202\ _ .. . .,.... 3244.06 X54�996��-f -- -- _..__.._.._ 0:311512413 5 33 0,13"M 13 U314357x 208,423,44 9,862,5117,80 1 ^ts111,87, 41Ca,767,H42,519.t4G Derivation Of Target Amount N1 Ar,10aa111 c>'E'Bu n-d 89 435 fl041.t1t) Zc�93cris� Nrtpnriam�ar.G3a' 1ua 4C1� _� 427,519.8C, q�r`u��_ai;til 1�KI9r.I�rtrar 44q Schedule D DEBT SERVICE COMPARISON 'SHOWING SA.'V'INGS FOR THE RE,EFUNDED BONDS Town oi"Norlh Andover Massachusetts $1,070,000 General Obligation Bonds June 15, 2015 2008A Reftind n Debt Service Comparison Part I of 2 Data Total +1 CF Ex1sting DIS Not Now D/ Old Not DIS arr1�ra ��s�aI Tote 09NV2015 6,848,13 (129.%) 47.60313 54,321,36 �".'1,859,38 15,538.02 t13?g5r`2 6 -18,6995 {113,532..N1) 47'!,6+13.3:+ 40,76f,,57 499, 59.38 12„Cb 181 61�,WX116 27,6313,8.1 OW1512016 E 3 S 15, 5 9,5+4.63 53{711611111 (il r9C,138 13 F1{J.1111 C131'1 1117 18,546.25 464,540.63 03,6!'86+,8$ �..,..486a,', , ��)6�.135 .{,7t{i 4wR,{ 06� 301'2017 - 12,424,00 {147157'201 1;3,471.25 - 31,0 40.63 44,511,88 53.296 as 8,785,(157 {731151"2{71s1 18.471..25 431,0441,61 .149461,83# 493„206-98 3,7KOD 616ir31':u24i18 12 5741 x 15a24118 33„371,25 - � {16x3 :15,911,88 45,296.88 F1,1{83 4€42 C l3 /201.33 38,371,®5 'S3,U417.{:3 ?71,+111.86 275,2961,88 3,8115.063 (](V3012019 12,77R.6N6J 09}1.512119 1;1,2.71,2a 18;Ep°1,753 31,711,8?1 40,6,96,8.8 8,9115.{10 0311Y20261 18 7] 25 248+#4(1.6+ 766711,6& 270616x 143 3,21f9,C10 6bf 3177.6,2{y 12,97u.a14 01'15,"26!244 1:3,m)6.25 13,830, 3 27,036.833 36,096+11+ 9,0WOu 03'151202,1 18,196.25 - 24:3,840,0 2,52,036,88 266,09688 i,41(11.4.'a41 Lid:3�J2fY21 13,1247,00 0915r�i121 13,{143�a7$ 9,24{1.53 12,3366 31 Awl 89 9,10,00 - 01'1512,022 fS,t4"15.25 - 23 9,:14 0-f 3 h 2.ri1,496 88 4,16 iXJQ - 06iF30T2C122 01!!192022 12.,9%.2 1F�'r�61,!3 17,41336.88 26,('06114£ 9,'2{544.616 4711 V2.6623 17,996 21 11?1,6r444.6:3 2,4 t,47 x45.K1i x51.,896,86 4,76�r4,40 0,63W24.� 3 - 13 520.00 iJ9f 15,+�QS23 i:!,8�76i,25 - - 12,8'16.'?:i 2�,�56 a5 �1,.31"�114347 03115!2024 237,4±76.25 -6,896,25 ;!47,:250.25 4.360(K) 06� 140204 - - 13,720,470 O+1510214 Y4T,4,TCr:�fi 1(7536;.29 1"7,,581.25 4035,610 03a`1Sd202 a0,646 25 _230.646.2,5 231,$$1,25 25 G 935 00 _ ti +,k4d CY2025 l.b.R"797.11{} 490,2425 8,336,25 9,:136,2.5 12,90615 4,470,40 0315+:xW6 7-18.336.25 18,3;3,!x,25 222, tt6.2 4,574,4117 k 1767 41�24y?6 x,140,00 a9?I S;26 5, 6,25 _ _ 5 1 fl 2$ 5,312 597 3,126,05 031151X927 74;1,18525 _ � ,,... w_ 1{13,18G,'25,,�� 2k ,3B247v.,mm 6,12x.25 x84!3 0-1202 7 - - 11,212 50 DM 572027 2,186.25 1,186.25 "_x,8;2,6.1 A 1,641,893 G3/1500M 167,1A+;.JS 1117,186,22' M"8'2$,13 11,641.$8 0631341!?.4826 13 2"3.76 1`aEa1 51 Y81 X144 38... r , {l8 662,7 �1 ',774,7Y5.118 $4,111,0156,95 $4,M,643.84 $179.587M -- _ i Schedule C PROOF OF ESCROW FUND YIELD Escrow Yield 0,33216% Gate Cashf aw PV Factor PV gt1MtL1ative pV 6/15/2015 9/14/2015 $ 22,261.88 1.000739038 $ 22,245.44 $ 22,245.44 9/15/2015 $ 1.45 1.000747345 $ 1.45 $ 22,246.$9 3/15/201.6 $ 1.,054,626.59 J-002243711 $ 1,052,265.61 $ 1,074,512.50 $ 1,076,889.92 $ 1.,074,51.2.50 j Gast of Investment 1.074 512.50 $ i I, I EXHIBIT C CERTIFICATE OF THE PURCHASER On behalf of Janney Montgomery Scott LLC (the "Purchaser"), as purchaser of $9,435,000 aggregate stated principal amount of the General Obligation Municipal Purpse Loan of 2015 Bonds dated June 15, 2015 (the "Bonds") being issued on the date hereof by the Town of North Andover, Massachusetts (the "Town"), the undersigned hereby certifies and represents the fallowing with respect to the Bonds: A. Issue Price. 1. As of June 3, 2015 (the "Sale Date"), the Purchaser had offered or reasonably expected to offer all of the Bonds to the general public (excluding bond houses, brokers, or similar persons acting in the capacity of underwriters or wholesalers) in a bona ride public offering at the prices shown on Schedule I attached hereto. 2. The prices shown on the attached Schedule I represent fair market prices of the Bonds as of the Sale Date, 1 As of the date of this certificate, all of the Bonds have been offered to the general public in a bona fide offering at the prices shown on the attached Schedule I, and at least 10% of each maturity of the Bondsactually has been sold to the general public at such prices. B. Reliance. i The Town and Locke Lord LLP, Bond Counsel, may rely on the foregoing certifications for purposes of determining compliance with Sections 148 of the Internal Revenue Code of 1986. C. Receipt. The Purchaser hereby acknowledges receipt from the Town of the Bonds and further ackriowledges receipt of all certificates, opinions, and other documents required to be delivered to the Purchaser, before or simultaneously with the delivery of the Bonds, which certificates, opinions and other documents are satisfactory to the Purchaser. Dated: .tune 15, 2015 JAI'NEY MONTGOMERY SCOTT LLC By Title: C-1 Sc}1edule 1 Town of North Antltaycra faszial!cbmictta $9,135,000 C.aoncr al Obligation Bonds Sum 15, 2015 Issue Summary Pricing 11fxImary Maturity matur'1t ry T 2f Bond Coupon Field Value Price Dollar Price BA5120I6 strial Coupon 0.5511% SA'(N,oml,w) 1'01.1)Rm 5AeI, NI.d10 0:AVI-O,17 SvriatC':0upon :1.01)Gfa 0100& 505,0{)0.0[) 103,092% SV1 554.):0 OVI5l2018 5004(Xmpon 4,30O% 1.000% 5(5,d100,00 1081166/1 1 61.0,815.40 ORt51 O1'9 seyi'W QNIlxklk 4,O4)0% 11300"a 565,11070,01) 1119,ta447IYO 620,60,85 0311514(rN strum C�cat rara --_ __- 3,0001% 1,35(P/O 5150, 0.00 107,565% &)2,361,00 Ct3Jt5�Ci2 e1itlCaclpr�ia 4,00)% �1,5SGO/1 460,00.0[[ 113.126% 521,759,60 15IJA 0 2 serild CmEpnn 4,000% 1,756% 461!,¢0)(0(11) 1 575,E+0✓<7,1?0 0:1/151X02.3 5eai,alc"po''n ,r,H;3% 1,1350% 4C,0,110000 145.454% 531,086,411 0[3115/'2.0 4 Sated COupu[0 2.000% 2.00(% 680,01)0.0b 100.1100% a 690,C(A)kO 1115 --SvIial 51x101 c uJp."OI.._ 3.Os O% 2.300/%_ - 540,000. a._ ___...104.940 L...w. .. .. __ ._._566,676�O -3 6b,67b,00 (311.5,112027 50ialC3upoal 3,(10101% 2,400% 530,00 01) 104.217% a 52,350,10 OV1SY2N.1r Term 1 f,"Nora 2.,650% 2,650% 1,485,000 00 100,:)(}0% q 9,441v,0�001 03/150,032 :Sex Al(,'ettaptm 3,000% 2.1i5(ft 3",1900 ot) 10.1.03�,)/v c 333,41'�.0d0 021115/2W3 ".uial C xi�rr2a nn0?'a ' S0lr m T30r017( t7C 1007(11461'°0 G2 2 1T 0 03/15/20.14 Rv al cbtip n 3,0170"x'17 s,CDV°a 325rt 0..t)b t0'C).000q'n C 325,Ot .GI) 03/15/203.1 setial CmIlon 3,125% 3.050% 323,0(}(}..00 100,31 1% a :126;5fy{1,7g "1'rrinl _ - - Bid Information Par Amount of 11"ds $9 4;35,060,00 Rccrl1r1k11P'1Grr11a1lr1cr 1a[�cuuatt 97ra1{x.86 _.,.,, „. C9rwr�t5 1'rt^sClUeilc317 �11,8G'.?,51:7 11 al d 1.nOrwr rer's Disc*uall f1p1.}91';3 Twal FIwr 11an P1 w Rand Yoar 07o11arg �r116 14Cy 25 yeals ae_rr C 1lcpa[ 7..732 Ca15a7 True IwertstC(131(1IC) _ — EXMBIT E SPENDING FOR THE CURRENT REFUNDED AND NEW MONEY PROJECTS E-1 EXHIBIT F Type(Bond Anticipation Current Actual/ Notes,Bands,Lease- Reoffering Refunding Advance Amount Issued and to be Issued. Expected Issue Purchase Agreement, Premium to not Amount Refunding in the Current Calendar Year of Amount Not Designated in Date State Aid Anticipation Maturity Total Par be Designated to Amount Amounts to Bank Qualified Obligations: Current Calendar Year as Bank Note,Revenue in the Limited or be Designated Qualified Obligatious: Anticipation Note,or Current Otherwise to as Bank other obligations) Calendar be Designated Qualified Year as Bank Obligations Qualified in the Obligations Current in the Calendar Current Year Calendar Year Amount to amount limited New Money Current New Money Refunding Refundina of Obligations (deemed designated) 06/15/15 Bonds 0311136-35 $9,435,000.00 $413,904.96 $0.00 $1,070,000.00 $7,703,25944 $650,000.00 $0.00 $0,00 Total $9,435,000.00 $413,904.46 $0.00 $1,070,000.00 $7,703,259.44 $660,000.00 $0.00 $0.00 AIVt 50700502.1 F-1 (Please Note: The following certificate is an essential part of the permanent record and creates ongoing obligations of the Issuer. Please read it carefully before signing. Advise Locke Lord LL,P of any inaccuracy.) CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the Town of North Andover, Massachusetts (the "Issuer") in connection with the issuance of its $9,435,000 General Obligation Municipal Purpose Loan of 2015 Bonds dated June 15, 2415 (the "Bonds"). The Issuer covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Owners of the Bonds and in order to assist the Participating Underwriters in complying with the Rule. SECTION 2, Definitions. For purposes of this Disclosure Certificate the following i capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "MSRB" shall mean the Municipal Securities Rulemaking Board as established pursuant to Section 1513(b)(1) of the Securities Exchange Act of 1934, or any successor thereto or to the functions of the MSRB contemplated by this Disclosure Certificate. Filing information relating to the MSRB is set forth in Exhibit A attached hereto. "Owners of the Bonds" shall mean the registered owners, including beneficial owners, of the Bonds. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Rule" shall mean Rule 15c2-1.2 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. SECTION 3. Provision of Annual Reports. (a) The Issuer shall, not later than 270 days after the end of each fiscal year, provide to the MSRB an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted when available separately from the balance of the Annual Report. 1 (b) If the Issuer is unable to provide to the MSRB an Annual Report by the date required in subsection (a), the Issuer shall send a notice to the MSRB, in substantially the form attached as Exhibit B. SECTION 4. Content of Annual Reports, The Issuer's Annual Report shall contain or incorporate by reference the following. (a) quantitative information for the preceding fiscal year of the type presented in the Issuer's Official Statement dated June 3, 2015 relating to the Bonds regarding (i)the revenues and expenditures of the Issuer relating to its operating budget, (ii) capital expenditures, (iii) fund balances, (iv) property tax information, (v) outstanding indebtedness and overlapping debt of the Issuer, ("vi) pension obligations of the Issuer, and (vii) other post-employment benefits liability of the Issuer, and (b) the most recently available audited financial statements of the Issuer, prepared in accordance with generally accepted accounting principles, with certain exceptions permitted by the Massachusetts Uniform Municipal Accounting System promulgated by the Department of Revenue of the Commonwealth, If audited financial statements for the preceding fiscal year are not available when the Annual Report is submitted, the Annual Report will include unaudited financial statements for the preceding fiscal year and audited financial statements for such fiscal year shall be submitted when available. Any or all of the items listed above may be incorporated by reference from other documents, including official statements of debt issues of the Issuer or related public entities, which (i) are available to the public on the MSRB internet website or (ii) have been filed with the Securities and Exchange Commission, The Issuer shall clearly identify each such other document so incorporated by reference. SECTION 5. Reporting of Significant Events, (a) The Issuer shall give notice, in accordance with the provisions of this Section 5, of the occurrence of any of the following events with respect to the Bonds: 1. Principal and interest payment delinquencies, 2. Non-payment related defaults, if material. 3. Unscheduled draws on debt service reserves reflecting financial difficulties. 4, Unscheduled draws on credit enhancements reflecting financial difficulties. 5. Substitution of credit or liquidity providers, or their failure to perform, o. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed. or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds, -2- 7. Modifications to rights of the Owners of the Bonds, if material. 81 Bond calls, if material, and tender offers. 9. Defeasances, 10. Release, substitution or sale of property securing repayment of the Bonds, if material. 11. Rating changes. 1.2. Bankruptcy, insolvency, receivership or similar event of the Issuer. 13. The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material. i (b) Upon the occurrence of a Listed Event, the Issuer shall, in a timely manner not in excess of ten(1 G) business days after the occurrence of the event, file a notice of such occurrence with the MSRB. SECTION 6. Transmission of Information and Notices. Unless otherwise required by law, all notices, documents and information provided to the MSRB shall be provided in electronic format as prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB. SECTION 7. Termination of Reporting Obli ation. The Issuer's obligations under this Disclosure Certificate shall terminate upon the prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section S(b), SECTION 8. Amendment, Waiver. Notwithstanding any ether provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate and any provision of this Disclosure Certificate may be waived if such amendment or waiver is permitted by the Rule, as As noted in the Rule,this event is considered to occur when any of the following occur: (i)the appointment of a receiver, fiscal agent or similar officer for the Issuer in a proceeding under the U.S, Bankruptcy Code or in any proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or(ii)the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer. -3- i evidenced by an opinion of counsel expert in federal securities law (which may include bond counsel to the Issuer), to the effect that such amendment or waiver would not cause the Disclosure Certificate to violate the Rule. The first Annual Report filed after enactment of any amendment to or waiver of this Disclosure Certificate shall explain, in narrative form, the reasons for the amendment or waiver and the impact of the change in the type of information being provided in the Annual Report. If the amendment provides for a change in the accounting principles to be followed in preparing financial statements, the Annual Report for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles,. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information in order to provide information to investors to enable them to evaluate the ability of the Issuer to meet its obligations. To the extent reasonably feasible, the comparison shall also be quantitative. A notice of the change in the accounting principles shall be sent to the MSRB. SECTION 9, Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate any Owner of the Bonds may seek a court order for specific performance by the Issuer of its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not constitute a default with respect to the Bonds, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action for specific performance of the Issuer's obligations hereunder and not for money damages in any amount. i -4- I SECTION 10, Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Owners of the Bonds from time to time, and shall create no rights in any other person or entity. Date: June 15, 2015 TOWN OF NORTH ANDOVER, MASSACHUSETTS By Tregsux- r Ay/ `tom: s w. electmen [EXHIBIT A: Filing Information for the MSRB] [EXHIBIT B: Form of Notice of Failure to File Annual Report] 5 i I EXHIBIT A Filing information relating to the Municipal Securities Rulemaking Board is as follows: Municipal Securities Rulemaking Board http://emma.msrb.org i A_I EXHIBIT B NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Town of North Andover, Massachusetts Name of Issue; $9,435,000 General Obligation Municipal Purpose Loan of 2015 Bands Date of Issuance: June 15, 2015 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Certificate of the Issuer dated June 15, 2015, The Issuer anticipates that the Annual. Report will be filed by Dated: TOWN OF NORTH ANDOVER, MASSACHUSETTS By AM 50410248,1 B-1 VOTE OF THE BOARD OF SELECTMEN i I, the Cleric of the Board of Selectmen of the Town of North Andover, Massachusetts (the "Town"), certify that at a meeting of the board held June 9, 2015, of which meeting all members of the board were duly notified and at which a quorum was present, the following votes were unanimously passed, all of which appear upon the official record of the board in my custody: Voted: That in order to reduce interest costs, the Treasurer is authorized to issue refunding bonds, at one time or from time to time, pursuant to Chapter 44, Section 21 A of the General Laws, or pursuant to any other enabling authority, to refund the Town's `'6,411,316 General Obligation Bonds, Series A, dated June 1, 2008 maturing on March 15 in the years 2024 through 2028 (inclusive) in the aggregate principal amount of $1,030,000 (collectively, the `.`Refunded Bonds") and that the proceeds of any refunding bonds issued pursuant to this vote shall be used to pay the principal, redemption premium, if any, and interest on the Refunded Bonds and costs of issuance of the refunding bonds. Further Voted.; that the sale of the $9,435,000 General Obligation Municipal Purpose Loan of 2015 Bonds of the Town dated June 15, 2015 (the "Bonds"), to Janney Montgomery Scott. LLC at the price of$9,821,013.35 and accrued interest, if any, is hereby approved and confirmed. The Bonds shall be payable on March 15 of the years and in the principal amounts and bear interest at the respective rates, as follows: Interest Interest. Year Amount Rate Year Amount Rate 2016 $580,000 2.00% 2025 $ 675,000 2.10% 2017 565,000 3.00 2026 540,000 3.00 2018 565,000 4.00 2027 530,000 3.00 2019 565,000 4.00 2031 1,485,000 2.65 2020 560,000 3.00 2032 330,000 3.00 2021 460,000 4,00 2033 330,000 3.00 2022 460,000 4.00 2034 325,000 3.00 2023 460,000 4.00 2035 325,000 3.125 2024 680,000 2.00 Further Voted: that the Bonds maturing on March 15, 2031 (a"Term Bond") shall be subject to mandatory redemption or mature as follows: Year Amount 2428 $495,000 2029 330,000 2030 330,000 2031* 330,000 *Final Maturity Further Voted: that in connection with the marketing and sale of the Bonds, the preparation and distribution of a Notice of Sale and Preliminary Official Statement dated May 26, 2015, and a final Official Statement dated June 3, 2015 (the "Official. Statement"), each in such form as may be approved by the Town Treasurer, be and hereby are ratified, confirmed, approved and adopted. Further Voted: that the Bonds shall be subject to redemption, at the option of the Town, upon such terms and conditions as are set forth in the Official Statement, Further Voted: to authorize the execution and delivery of a Refunding Escrow Agreement to be dated. June 15, 2415, between the Town and U.S. Bank National Association, as refunding Escrow Agent, Further Voted: that the Town Treasurer and the Board of Selectmen be, and hereby are, authorized to execute and deliver a continuing disclosure undertaking in compliance with SEC Rule 15c2-12 in such form as may be approved by bond counsel to the Town, which undertaking shall be incorporated by reference in the Bonds for the benefit of the holders of the Bonds from time to time. Further Vote&. that we authorize and direct the Treasurer to establish post issuance federal tax compliance procedures in such form as the Treasurer and bond counsel deem sufficient, or if such procedures are currently in place, to review and update said procedures, in order to monitor and maintain the tax-exempt status of the Bonds, Further Voted: that each member of the Board of Selectmen, the Town Cleric and the Town Treasurer be and hereby are, authorized to take any and all such actions, and execute and deliver such certificates, receipts or other documents as may be determined by them, or any of them, to be necessary or convenient to carry into effect the provisions of the foregoing votes. 1 further certify that the votes were taken at a meeting open to the public, that no vote was taken by secret ballot, that a notice stating the place, date, time and agenda for the meeting (which agenda included the adoption of the above votes) was fled with the Town Cleric and a copy thereof posted in a manner conspicuously visible to the public at all hours in or on the municipal building that the office of the Town Cleric is located or, if applicable, in accordance with an alternative method of notice prescribed or approved by the Attorney General as set forth in 940 CMR 29.03(2)(b), at least 48 hours, not including Saturdays, Sundays and legal holidays, prior to the time of the meeting and remained so posted at the time of the meeting, that no 2 deliberations or decision in connection with the sale of the Bonds were taken in executive session, all in accordance with G.L. c.30A, §§18-25, as amended.. r F Dated: June 9, 2015 lerk of the, ward of Selective AM 50665252,1 i 3