Official Statement Dated April 15, 2020 REFUNDING / NEW MONEY ISSUE MOODY'S RATING: Aaa (See "Ratings" herein) In the opinion of Bond Counsel, rendered in reliance upon and assuming the accuracy of and continuing compliance by the Town with certain representations and covenants relating to the applicable requirements of the Internal Revenue Code of 1986, as amended (the “Code”), under existing law, interest on the Bonds (as hereinafter defined) is excluded from gross income for federal income tax purposes and is not treated as an item of tax preference for purposes of calculating the federal alternative minimum tax under the Code. In the opinion of Bond Counsel, under existing statutes, interest on the Bonds is excluded from Connecticut taxable income for purposes of the Connecticut income tax on individuals, trusts and estates and is excluded from amounts on which the net Connecticut minimum tax is based in the case of individuals, trusts and estates required to pay the federal alternative minimum tax. 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 Matters” herein.) TOWN OF DARIEN, CONNECTICUT $34,685,000 GENERAL OBLIGATION BONDS, ISSUE OF 2020, SERIES A (the "Bonds") BOOK-ENTRY-ONLY Dated: Date of Delivery Due: August 1, as shown herein The General Obligation Bonds, Issue of 2020, Series A (the "Bonds") will be general obligations of the Town of Darien, Connecticut (the "Town"), and the Town will pledge its full faith and credit to pay the principal of and interest on the Bonds when due. (See "Security and Remedies" herein). The Bonds will bear interest payable on February 1 and August 1 in each year until maturity, commencing August 1, 2020. The Bonds are issuable only as fully registered bonds, without coupons, and when issued, will be 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. Purchasers will not receive certificates representing their ownership interest in the Bonds. So long as Cede & Co. is the Bondowner, as nominee of DTC, reference herein to the Bondowner or owners shall mean Cede & Co. as aforesaid, and shall not mean the Beneficial Owners (as described herein) of the Bonds. (See "Book-Entry Transfer System" herein). The Bonds are subject to redemption prior to maturity as described herein. (See "Optional Redemption" herein). This Official Statement is in a form "deemed final" by the Town for the purpose of Securities and Exchange Commission Rule 15c2-12, but it is subject to amendment or revision. The Certifying, Registrar, Transfer, Paying and Escrow Agent for the Bonds will be U.S. Bank National Association, of Hartford, Connecticut. The Bonds are offered for delivery when, as and if issued, subject to the final approving opinion of Pullman & Comley, LLC of Hartford and Bridgeport, Connecticut, Bond Counsel. It is expected that delivery of the Bonds in book-entry form will be made on or about May 4, 2020. TOWN OF DARIEN, CONNECTICUT $34,685,000 GENERAL OBLIGATION BONDS, ISSUE OF 2020, SERIES A BOOK-ENTRY-ONLY Dated: Date of Delivery Due: August 1, as shown herein MATURITY SCHEDULE AND AMOUNTS Maturity Amount Coupon Yield CUS IP (1) Maturity Amount Coupon Yield CUS IP (1) 2020 $ 90,000 3.000% 0.900% 237217L28 2030 $ 1,135,000 5.000% 1.180%* 237217M43 2021 3,895,000 5.000 0.900 237217L36 2031 1,190,000 4.000 1.380* 237217M50 2022 4,405,000 5.000 0.900 237217L44 2032 1,235,000 4.000 1.520* 237217M68 2023 2,740,000 5.000 0.900 237217L51 2033 1,290,000 4.000 1.680* 237217M76 2024 1,995,000 5.000 0.910 237217L69 2034 1,340,000 4.000 1.760* 237217M84 2025 2,050,000 5.000 0.930 237217L77 2035 1,395,000 4.000 1.840* 237217M92 2026 1,795,000 5.000 0.940 237217L85 2036 1,450,000 4.000 1.900* 237217N26 2027 1,850,000 5.000 0.950 237217L93 2037 1,510,000 4.000 1.960* 237217N34 2028 1,030,000 5.000 1.000 237217M27 2038 1,575,000 4.000 1.980* 237217N42 2029 1,080,000 5.000 1.100* 237217M35 2039 1,635,000 4.000 2.000* 237217N59 * - Priced assuming redemption on August 1, 2028; however any such redemption is at the election of the Town. (See "Optional Redemption" herein). (1) CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services (“CGS”), which is managed on behalf of the American Bankers Association by S&P Global Market Intelligence. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP numbers have been assigned by an independent company not affiliated with the Town and are included solely for the convenience of the registered owners of the applicable Bonds. The Town is not responsible for the selection or uses of these CUSIP numbers, and no representation is made as to the correctness on the applicable Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part 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 Bonds. No dealer, broker, salesman or other person has been authorized by the Town of Darien, Connecticut (the "Town") 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 representation must not be relied upon as having been authorized by 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 Town 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 Town since the date of this Official Statement. Other than as to matters expressly set forth herein as the opinion of Bond Counsel, Bond Counsel is not passing on and does not assume any responsibility for the accuracy or adequacy of the statements made in this Official Statement and makes no representation that it has independently verified the same. Other than as to matters expressly set forth in Appendix A – "Audited Financial Statements" herein, the independent auditors for the Town are not passing on and do not assume any responsibility for the accuracy or adequacy of the statements made in this Official Statement and make no representation that they have independently verified the same. The independent auditor has not been engaged to perform and has not performed, since the date of its report included herein, any procedures on the financial statements addressed in that report. The independent auditor also has not performed any procedures relating to this Official Statement. The Municipal Advisor to the Town has provided the following sentence for inclusion in this Official Statement. The Municipal Advisor has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to the Town and, as applicable, to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Municipal Advisor does not guarantee the accuracy or completeness of such information. The Town deems this Official Statement to be "final" for purposes of Securities and Exchange Commission Rule 15c2-12(b)(1), but it is subject to revision or amendment. The Underwriter has reviewed the information in this Official Statement pursuant to its responsibilities to investors under the federal securities laws, but the Underwriter does not guarantee the accuracy or completeness of such information. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. TABLE OF CONTENTS Page The Bond Issue Summary ............................................... i I. Securities Offered Page Introduction ....................................................... 1 V. Financial Information Description of the Bonds ................................... 1 Accounting Policies .............................................. 24 Optional Redemption ......................................... 2 Basis of Accounting .............................................. 24 Notice of Redemption ........................................ 1 Annual Audit ........................................................ 24 Authorization and Purpose ................................ 2 Budgetary Procedures ........................................... 24 Plan of Refunding .............................................. 2 Employee Pension Systems