City of Buffalo, New York

REFUNDING SERIAL BONDS RATINGS: NEW ISSUE SERIAL BONDS (See “Ratings” herein) BOOK-ENTRY ONLY BONDS In the opinion of Hawkins Delafield & Wood LLP, Bond Counsel to the City of Buffalo, New York (the “City”), under existing statutes and court decisions and assuming continuing compliance with certain tax certifications described herein, (i) interest on the Bonds is excluded from gross income for Federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) interest on the Bonds is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. In addition, in the opinion of Bond Counsel to the City, under existing statutes, interest on the Bonds is exempt from personal income taxes of New York State and its political subdivisions, including The City of New York. See also “Tax Matters” herein. The Bonds will not be designated by the City as “qualified tax-exempt obligations” pursuant to Section 265(b)(3) of the Code. $39,865,000 CITY OF BUFFALO, NEW YORK $21,640,000 General Improvement Serial Bonds - 2012A (the “ Series A Bonds”) Purchased by: RAYMOND JAMES & ASSOCIATES, INC. Date of Issue: Date of Delivery Maturity Dates: April 1, 2013-2023 (as shown on the inside cover) $5,000,000 School Serial Bonds - 2012B (the “ Series B Bonds”) Purchased by: UBS FINANCIAL SERVICES, INC. Date of Issue: Date of Delivery Maturity Dates: April 1, 2013-2027 (as shown on the inside cover) $13,225,000 General Obligation Refunding Bonds - 2012C (the “Series C Bonds” and together with the Series A Bonds and the Series B Bonds, the “Bonds”) Purchased by: RAYMOND JAMES & ASSOCIATES, INC. Date of Issue: Date of Delivery Maturity Dates: June 1, 2012 and December 1, 2012-24 (as shown on the inside cover) The Bonds will be issued in fully registered form and when issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as Securities Depository for the Bonds. Individual purchases will be made in book-entry form only, in the principal amount of $5,000 or integral multiples thereof. Purchasers will not receive certificates representing their interest in the Bonds. The Bonds will mature on the dates and in the amounts, will bear interest at the rates and will have the yields or public offering prices shown on the inside cover of this Official Statement. Interest on the Bonds will be payable on the dates as shown on the inside cover of this Official Statement. Principal and interest will be paid by Manufacturers and Traders Trust Company, Buffalo, New York, as Paying Agent, to the Securities Depository, which will in turn remit such principal and interest to its Participants, for subsequent distribution to the Beneficial Owners of the Bonds, as described herein. The Bonds will be subject to redemption prior to maturity as described herein. The Bonds are general obligations of the City of Buffalo, County of Erie, New York (the “City”), and will contain a pledge of the faith and credit of the City for the payment of the principal thereof and interest thereon and, unless paid from other sources, the Bonds are payable from ad valorem taxes which may be levied upon all the taxable real property within the City, subject to certain statutory limitations imposed by Chapter 97 of the Laws of 2012 (the “New Tax Levy Limit Law”). See “Legal Matters and the New Tax Levy Limit Law” and “New Tax Levy Limit Law,” herein. The scheduled payment of principal of and interest on the Series B Bonds only when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Series B Bonds by ASSURED GUARANTY MUNICIPAL CORP. FOR A DESCRIPTION OF THE CITY’S AGREEMENT TO PROVIDE CONTINUING DISCLOSURE AS DESCRIBED IN SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12, SEE “DISCLOSURE UNDERTAKING” HEREIN. Hawkins Delafield & Wood LLP has not participated in the preparation of the demographic, financial or statistical data contained in this Official Statement, nor verified the accuracy, completeness or fairness thereof, and, accordingly, expresses no opinion with respect thereto. The Bonds are offered subject to the final approving opinions of Hawkins Delafield & Wood LLP, New York, New York, Bond Counsel to the City, and certain other conditions. Capital Markets Advisors, LLC, serves as Financial Advisor to the City. It is expected that delivery of the Bonds in definitive form will be made on or about April 30, 2012 in New York, New York. Dated: April 17, 2012 Assured Guaranty Municipal Corp. (“AGM”) makes no representation regarding the Series B Bonds or the advisability of investing in the Series B Bonds. In addition, AGM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding AGM supplied by AGM and presented under the heading “Appendix F - Bond Insurance and Specimen Municipal Bond Insurance Policy”. No dealer, broker, salesman or other person has been authorized by the City, or any officer thereof, to give any information or to make any representations, other than those contained in this Official Statement and if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained by the City, from sources which are believed to be reliable but it is not guaranteed as to accuracy or completeness. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City, since the date hereof. The Purchasers may offer and sell Bonds to certain dealers and others at prices lower than the offering prices stated on the following page. The offering prices may be changed from time to time by the Purchasers. No representations are made or implied by the City as to any offering by the Purchasers. ii $21,640,000 GENERAL IMPROVEMENT SERIAL BONDS - 2012A Dated: Date of Delivery Principal Due: April 1 as shown below Interest Due: April 1, 2013, October 1, 2013 and semi-annually thereafter on April 1 and October 1 in each year until maturity Interest Interest (1) (1) Maturity Amount Rate Yield CUSIP Maturity Amount Rate Yield CUSIP 2013 $1,730,000 2.000% 0.800% 119677HA3 2019 $1,995,000 5.000% 2.070% 119677HG0 2014 1,705,000 3.000% 0.950% 119677HB1 2020 2,095,000 4.000% 2.300% 119677HH8 2015 1,755,000 3.000% 1.150% 119677HC9 2021 2,180,000 4.000% 2.550% 119677HJ4 2016 1,805,000 3.000% 1.400% 119677HD7 2022 2,265,000 3.000% 2.730% 119677HK1 2017 1,860,000 3.000% 1.600% 119677HE5 2023 2,335,000 3.000% 2.900% 119677HL9 2018 1,915,000 4.000% 1.850% 119677HF2 $5,000,000 SCHOOL SERIAL BONDS - 2012B Dated: Date of Delivery Principal Due: April 1 as shown below Interest Due: April 1, 2013, October 1, 2013 and semi-annually thereafter on April 1 and October 1 in each year until maturity Interest Interest (1) (1) Maturity Amount Rate Yield CUSIP Maturity Amount Rate Yield CUSIP 2013 $290,000 3.000% 0.600% 119677HM7 2021 $335,000 3.000% 2.480% 119677HV7 2014 290,000 2.000% 0.900% 119677HN5 2022 345,000 3.000% 2.700% 119677HW5 2015 295,000 3.000% 1.100% 119677HP0 2023 355,000 3.000% 2.850% 119677HX3 2016 300,000 2.000% 1.300% 119677HQ8 2024 365,000 3.000% 3.000% 119677HY1 2017 305,000 2.000% 1.500% 119677HR6 2025 375,000 3.000% 3.100% 119677HZ8 2018 310,000 3.000% 1.750% 119677HS4 2026 390,000 3.125% 3.200% 119677JA1 2019 315,000 3.000% 2.000% 119677HT2 2027 405,000 3.250% 3.300% 119677JB9 2020 325,000 3.000% 2.250% 119677HU9 $13,225,000 GENERAL OBLIGATION REFUNDING BONDS - 2012C Dated: Date of Delivery Principal Due: June 1, 2012, and December 1, 2012-2024 as shown below Interest Due: June 1, 2012, December 1, 2012 and semi-annually thereafter on June 1 and December 1 in each year until maturity Interest Interest (1) (1) Maturity Amount Rate Yield CUSIP Maturity Amount* Rate Yield CUSIP June 1, 2012 $105,000 2.000% 0.600% 119677JC7 Dec. 1, 2018 $645,000 3.000% 1.950% 119677JK9 Dec. 1, 2012 1,125,000 2.000% 0.670% 119677JD5 Dec. 1, 2019 625,000 3.000% 2.150% 119677JL7 Dec. 1, 2013 1,810,000 3.000% 0.900% 119677JE3 Dec. 1, 2020 460,000 3.000% 2.400% 119677JM5 Dec. 1, 2014 3,795,000 3.000% 1.030% 119677JF0 Dec. 1, 2021 465,000 3.000% 2.610% 119677JN3 Dec. 1, 2015 1,420,000 4.000% 1.230% 119677JG8 Dec.

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