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OFFICIAL STATEMENT DATED NOVEMBER 5, 2015 Rating: See “Rating” herein. Standard & Poor’s Ratings Services: AA New Issue In the opinion of Locke Lord LLP, Bond Counsel, based upon an analysis of existing law and assuming, among other matters, compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under the Internal Revenue Code of 1986 (the “Code”). Interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Under existing law, interest on the Bonds is exempt from Massachusetts personal income taxes, and the Bonds are exempt from Massachusetts personal property taxes. The Bonds will be designated as “qualified tax- exempt obligations” for purposes of Section 265(b)(3) of the Code. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. See “Tax Exemption” herein. CITY OF BROCKTON, MASSACHUSETTS $7,120,000 GENERAL OBLIGATION STATE QUALIFIED REFUNDING BONDS DATED DUE Date of Delivery June 1 (as shown below) The Bonds are issuable only in fully registered form, registered in the name of Cede & Co., as Bondowner and nominee for The Depository Trust Company ("DTC"), New York, New York. DTC will act as securities depository for the Bonds. Purchases of the Bonds will be made in book-entry form, in the denomination of $5,000, or any integral multiple thereof. See "THE BONDS - Book-Entry Transfer System" herein. Principal of the Bonds will be paid on June 1 of the years in which the Bonds mature. Interest on the Bonds will be payable semiannually on June 1 and December 1, commencing June 1, 2016, until the principal amount is paid. Principal and semiannual interest on the Bonds will be paid by The Treasurer and Receiver-General of The Commonwealth of Massachusetts, Boston, Massachusetts, as Paying Agent. So long as DTC or its nominee, Cede & Co., is the Bondowner, such payments will be made directly to such Bondowner. Disbursement of such payments to the DTC Participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of the DTC Participants and Indirect Participants, as more fully described herein. The Bonds are not subject to redemption prior to their stated maturity dates. The Bonds will be valid general obligations of the City of Brockton, Massachusetts, and will be payable as to both principal and interest from taxes that may be levied upon all the property within the territorial limits of the City, subject to the limit imposed by Chapter 59, Section 21C of the General Laws. _______________________ MATURITIES, AMOUNTS, RATES, YIELDS AND CUSIPS Due Principal Interest Cusip June 1 AmountRate Yield 111746 2016$ 1,395,000 5.00 % 0.38 % DL4 2017 1,245,000 5.00 0.60 DM2 2018 1,295,000 5.00 0.80 DN0 2019 1,315,000 5.00 1.00 DP5 2020 1,360,000 5.00 1.23 DQ3 2021 105,000 2.00 1.44 DR1 2022 105,000 2.00 1.67 DS9 2023 100,000 2.00 1.87 DT7 2024 100,000 2.00 2.02 DU4 2025 100,000 3.00 2.12 DV2 _______________________ The Bonds are offered subject to the final approving opinion of Locke Lord LLP, Boston, Massachusetts, Bond Counsel, as aforesaid, and to certain other conditions referred to herein and in the Notice of Sale. First Southwest Company, LLC, Boston, Massachusetts has acted as Financial Advisor to the City with respect to the Bonds. The Bonds in definitive form will be delivered to the successful bidder at DTC, or its custodial agent, on or about November 19, 2015 for settlement in Federal Funds. RAYMOND JAMES & ASSOCIATES, INC. TABLE OF CONTENTS Page Page SUMMARY STATEMENT 3 CITY FINANCES: NOTICE OF SALE 4 Budget and Appropriation Process 30 OFFICIAL STATEMENT 7 Budget Trends 30 INTRODUCTION 7 Revenues 31 THE BONDS: Education Reform 32 Description of the Bonds 7 State School Building Assistance Program 33 State Qualified Bonds 7 Financial Operations 33 Redemption 8 Investment of City Funds 33 Record Date 8 Accounting Policies 34 Book-Entry Only System 8 Annual Audits 34 Authorization of the Bonds and Use of Proceeds 10 Financial Statements 35 Plan of Refunding 10 2015 Fiscal year End Results 35 Verification of Mathematical Computations 10 Governmental Funds Balance Sheet Sources and Uses of Bond Proceeds 10 As of June 30, 2014 36 Tax Exemption 11 As of June 30, 2012 Thru June 30, 2011 37 Rating 12 Combined Statement of Revenues, Security and Remedies 12 Expenditures and Changes in Fund Opinion of Bond Counsel 14 Balance - General Fund June 30, 2014 39 Financial Advisory Services of June 30, 2010 - 2013 40 Of First Southwest Company, LLC 14 Free Cash - General Fund 41 Continuing Disclosure 14 Reserved Funds 41 Tax Increment Financing for Development Districts 42 CITY OF BROCKTON: Other Tax Increment Financing 42 General 15 Enterprise Funds 42 Principal Executive Officers 15 Statement of Net Position – Proprietary Funds Municipal Services 15 Water and Sewer Water Supply 15 June 30, 2014 thru June 30, 2012 44 Industry, Commerce and Quality of Life 16 Statement of Revenues, Expenses, and Changes Largest Employers 18 In Net Assets – Proprietary Funds Labor Force, Employment and Water and Sewer Unemployment Rate 19 June 30, 2014 thru June 30, 2010 47 Retail Sales 19 Education 19 INDEBTEDNESS: Public School Enrollments – October 1 20 Authorization Procedure and Limitations 52 Transportation and Utilities 21 Debt Limit 52 Population, Income and Wealth Levels 21 Types of Obligations 52 Population Trends 21 Debt Ratios 53 Direct Debt Summary 54 PROPERTY TAXATION: Principal Payments by Purpose 55 Tax Levy Computation 22 Debt Service Requirements 56 Assessed Valuations and Tax Levies 23 Authorized Unissued Debt and Tax Rate Factor and Levy Distribution 23 Prospective Financing 56 Tax Rate Per $1,000 Valuation 24 Overlapping Debt 57 Largest Taxpayers 24 Coverage of Qualified Debt Service 58 State Equalized Valuation 24 CONTRACTUAL OBLIGATIONS 58 Abatements and Overlay 25 RETIREMENT PLAN 59 Tax Levies and Collections 25 City of Brockton Funding Schedule 62 Taking and Sale 26 OTHER POST-EMPLOYMENT BENEFITS 63 Taxation to Meet Deficits 26 OPEB Pay-as-you-go Health Insurance 64 Tax Limitations 27 STATUS OF UNION CONTRACTS 65 Sale of Tax Receivables 28 LITIGATION 65 Pledged Taxes 28 APPENDIX A - Fiscal 2014 Audit Community Preservation Act 28 APPENDIX B - Proposed Form of Legal Opinion APPENDIX C - Proposed Forms of Continuing Disclosure Certificate ____________________________________________________ The information set forth herein has been obtained from the City and from other sources which are believed to be reliable but it is not guaranteed as to accuracy or completeness. Any statements made in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended merely as opinion and not as representations of fact. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale of the Bonds described herein shall, under any circumstances, create any implication that there has been no change in the affairs of the City of Brockton since the date hereof. 2 SUMMARY STATEMENT The information set forth below is qualified in its entirety by the information and financial statements appearing elsewhere in the Official Statement. Date of Sale: Thursday, November 5, 2015, 11:00 A.M. (E.T). Location of Sale: First Southwest Company, LLC, 54 Canal Street, 3rd Floor, Boston, Massachusetts 02114. Issuer: City of Brockton, Massachusetts. Issue: $7,120,000 General Obligation State Qualified Refunding Bonds, see "THE BONDS - Book-Entry Transfer System" herein. Official Statement Dated: November 5, 2015. Dated Date of the Bonds: Date of delivery. Principal Due: Serially June 1, 2016 through June 1, 2025, as detailed herein. Redemption: The Bonds are not subject to redemption prior to their stated maturity dates. Purpose and Authority: The Bonds are authorized for refunding purposes by the City under provisions of the Massachusetts General Laws as detailed herein. Security of the Bonds: The Bonds will be valid general obligations of the City and will be payable as to both principal and interest from taxes that may be levied upon all the property within the territorial limits of the City, subject to the limit imposed by Chapter 59, Section 21C of the General Laws. Rating: Standard & Poor’s Ratings Services has assigned a rating of AA to the Bonds. Bond Insurance: The City has not contracted for the issuance of any policy of municipal bond insurance or any other credit enhancement facility. Basis of Award: Lowest True Interest Cost (TIC), as of the dated date. BIDS MUST INCLUDE A PREMIUM OF NO LESS THAN $250,000. Tax Exemption: Refer to “THE BONDS – Tax Exemption” herein and Appendix B, “Proposed Form of Legal Opinion of Bond Counsel”. Continuing Disclosure: Refer to “THE BONDS – Continuing Disclosure” herein and Appendix C, “Proposed Form of Continuing Disclosure Certificate”. Bank Qualification: The Bonds will be designated as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. Escrow Agent: U.S. Bank National Association, Boston, Massachusetts. Paying Agent: The Treasurer and Receiver-General of The Commonwealth of Massachusetts, Boston, Massachusetts. Verification Agent: Grant Thornton LLP, Minneapolis, Minnesota. Bond Counsel: Locke Lord LLP, Boston, Massachusetts. Financial Advisor: First Southwest Company, LLC, Boston, Massachusetts. Delivery and Payment: It is expected that delivery of the Bonds in book-entry only form will be made to The Depository Trust Company, or to its custodial agent, on or about November 19, 2015 against payment in Federal Funds.

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