NEW ISSUE – BOOK-ENTRY ONLY RATING: See “RATINGS” herein In the opinion of McManimon, Scotland & Baumann, LLC, Bond Counsel to the City (as defined herein), pursuant to Section 103(a) of the Internal Revenue Code of 1986, as amended (the “Code”), interest on the Tax-Exempt Bonds (as defined herein) is not included in gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the alternative minimum tax imposed on individuals and corporations. It is also the opinion of Bond Counsel, that interest on the Tax-Exempt Bonds held by corporate taxpayers is included in “adjusted current earnings” in calculating alternative minimum taxable income for purposes of the federal alternative minimum tax imposed on corporations. In addition, in the opinion of Bond Counsel, interest on and any gain from the sale of the Bonds (as defined herein) is not includable as gross income under the New Jersey Gross Income Tax Act. Bond Counsel’s opinions described herein are given in reliance on representations, certifications of fact, and statements of reasonable expectation made by the City in its Tax Certificate (as defined herein), assume continuing compliance by the City with certain covenants set forth in its Tax Certificate, and are based on existing statutes, regulations, administrative pronouncements and judicial decisions. See “TAX MATTERS” herein. CITY OF BAYONNE IN THE COUNTY OF HUDSON, NEW JERSEY $6,322,000 SPECIAL ASSESSMENT BONDS, SERIES 2014A (CALLABLE) $6,121,000 SCHOOL BONDS, SERIES 2014B (SCHOOL BOND RESERVE ACT, P.L. 1980, C.72, AS AMENDED) (CALLABLE) $1,027,000 SCHOOL BONDS, SERIES 2014C (FEDERALLY TAXABLE) (SCHOOL BOND RESERVE ACT, P.L. 1980, C.72, AS AMENDED) (NON-CALLABLE) Dated: Date of Delivery Due: November 15, as shown on the inside front cover pages The $6,322,000 Special Assessment Bonds, Series 2014A (the “Series 2014A Bonds”), the $6,121,000 School Bonds, Series 2014B (School Bond Reserve Act, P.L. 1980, c.72, as Amended) (the “Series 2014B Bonds” and, together with the 2014A Bonds, the “Tax-Exempt Bonds”), and the $1,027,000 School Bonds, Series 2014C (Federally Taxable) (School Bond Reserve Act, P.L. 1980, c.72, as Amended) (the “Series 2014C Bonds” or “Taxable Bonds” and, together with the Tax-Exempt Bonds, the “Bonds”) of the City of Bayonne, in the County of Hudson, New Jersey (the “City”) will be issued in the form of one certificate for the aggregate principal amount of the Bonds of each series maturing in each year and when issued will be registered in the name of CEDE & Co., as nominee of The Depository Trust Company, Jersey City, New Jersey (“DTC”), which will act as Securities Depository. See “THE BONDS - Book-Entry Only System” herein. Interest on the Bonds will be payable by the City semiannually on the fifteenth day of May and November in each year until maturity or prior redemption, commencing on May 15, 2015. Principal of and interest on the Bonds will be paid to DTC by the City as paying agent. Interest on the Bonds will be credited to the participants of DTC as listed on the records of DTC as of each preceding May 1 and November 1 (the “Record Dates”) for the payment of interest on the Bonds. The Series 2014A Bonds are being issued pursuant to the Local Bond Law of the State of New Jersey, constituting Chapter 2 of Title 40A of the New Jersey Statutes, as amended, a bond ordinance and a resolution of the City. Proceeds from the sale and issuance of the Series 2014A Bonds will be used by the City to (i) currently refund $6,322,000 of the City’s $6,322,094 Bond Anticipation Notes, dated and issued on July 15, 2014 and maturing on January 15, 2015, together with a $94 principal reduction payment from available funds, and (ii) provide funds for the costs associated with the authorization, sale and issuance of the Series 2014A Bonds. The Series 2014B Bonds are being issued pursuant to Title 18A, Education of the New Jersey Statutes and the Local Bond Law of the State of New Jersey, constituting Chapter 2 of Title 40A of the New Jersey Statutes, each as amended, a bond ordinance and a resolution of the City. Proceeds from the sale and issuance of the Series 2014B Bonds will be used by the City to (i) currently refund $6,121,000 of the City’s $6,121,906 Temporary Note, dated and issued on July 15, 2014 and maturing on January 15, 2015, together with a $906 principal reduction payment from available funds, and (ii) provide funds for the costs associated with the authorization, sale and issuance of the Series 2014B Bonds. The Series 2014C Bonds are being issued pursuant to Title 18A, Education of the New Jersey Statutes and the Local Bond Law of the State of New Jersey, constituting Chapter 2 of Title 40A of the New Jersey Statutes, each as amended, a bond ordinance and a resolution of the City. Proceeds from the sale and issuance of the Series 2014C Bonds will be used by the City to (i) currently refund $1,027,000 of the City’s $1,027,469 Temporary Note, dated and issued on July 15, 2014 and maturing on January 15, 2015, together with a $469 principal reduction payment from available funds, and (ii) provide funds for the costs associated with the authorization, sale and issuance of the Series 2014C Bonds. The Series 2014A Bonds and the Series 2014B Bonds are subject to optional redemption prior to their stated maturities. The Series 2014C Bonds are not subject to optional redemption prior to their stated maturities. See “THE BONDS – Optional Redemption” herein. The scheduled payment of principal of and interest due on the Series 2014A Bonds and the Series 2014B Bonds when due will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the Bonds by Build America Mutual. The Bonds are valid and legally binding general obligations of the City and, unless paid from other sources, are payable from ad valorem taxes levied upon all the taxable property within the City for the payment of the Bonds and the interest thereon without limitation as to rate or amount. The Series 2014B Bonds and the Series 2014C Bonds are additionally secured pursuant to the provisions of the New Jersey School Bond Reserve Act, P.L. 1980, c.72, as amended. This cover page contains information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement, including the Appendices, to obtain information essential to the making of an informed investment decision. The Bonds are offered when, as and if issued and delivered to the purchaser, subject to prior sale, to withdrawal or modification of the offer without notice and to approval of legality by the law firm of McManimon, Scotland & Baumann, LLC, Roseland, New Jersey and certain other conditions described herein. Delivery is anticipated to be through the facilities of DTC in Jersey City, New Jersey, on or about November 19, 2014. ROOSEVELT & CROSS, INC. AND ASSOCIATES , , . (Series 2014A Bonds & Series 2014B Bonds) (Series 2014C Bonds) October 30, 2014 CITY OF BAYONNE IN THE COUNTY OF HUDSON, STATE OF NEW JERSEY $6,322,000 SPECIAL ASSESSMENT BONDS, SERIES 2014A MATURITIES, INTEREST RATES, YIELDS AND CUSIP NUMBERS Interest CUSIP Year Principal Amount Rate Yield Number* 2015 $322,000 4.000% 0.60% 072887 H70 2016 320,000 5.000 0.80 072887H88 2017 320,000 5.000 1.10 072887 H96 2018 320,000 5.000 1.35 072887 J29 2019 315,000 5.000 1.70 072887 J37 2020 315,000 5.000 2.00 072887 J45 2021 315,000 5.000 2.25 072887 J52 2022 315,000 2.250 2.45 072887 J60 2023 315,000 2.500 2.60 072887 J78 2024 315,000 2.750 2.80 072887 J86 2025 315,000 3.000 3.00 072887 J94 2026 315,000 3.000 3.10 072887 K27 2027 315,000 3.000 3.20 072887 K35 2028 315,000 3.125 3.25 072887 K43 2029 315,000 3.125 3.30 072887 K50 2030 315,000 3.250 3.35 072887 K68 2031 315,000 3.375 3.40 072887 K76 2032 315,000 3.500 3.45 072887 K84 2033 315,000 3.500 3.50 072887 K92 2034 315,000 3.500 3.55 072887 L26 * "CUSIP" is a registered trademark of the American Bankers Association. CUSIP numbers are provided by Standard & Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The CUSIP Numbers listed above are being provided solely for the convenience of Bondholders only at the time of issuance of the Series 2014A Bonds and the City does not make any representations with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specified maturity is subject to being changed after the issuance of the Series 2014A Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series 2014A Bonds. CITY OF BAYONNE IN THE COUNTY OF HUDSON, STATE OF NEW JERSEY $6,121,000 SCHOOL BONDS, SERIES 2014B (SCHOOL BOND RESERVE ACT, P.L.