$8,305,000 Borough of Gettysburg (Adams County, Pennsylvania) General Obligation Bonds - Series of 2016

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1 NEW ISSUE BOOK-ENTRY ONLY Ratings: (See RATINGS herein) In the opinion of Bond Counsel, under existing statutes, regulations and judicial decisions, interest on the Bonds is excludable from gross income for purposes of federal income taxation, is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, and need not be taken into account in determining adjusted current earnings of corporations (as defined for federal income tax purposes) for purposes of such alternative minimum tax. This opinion of Bond Counsel is given in reliance upon certain representations made by the Borough and is subject to continuing compliance by the Borough with its covenants in the Ordinance and other documents to comply with requirements of the Internal Revenue Code of 1986, as amended, and applicable regulations thereunder. Bond Counsel is also of the opinion that under the laws of the Commonwealth of Pennsylvania (the Commonwealth ) as presently enacted and construed, the Bonds are exempt from personal property taxes in the Commonwealth and the interest on the Bonds is exempt from the Commonwealth s Personal Income Tax and the Commonwealth s Corporate Net Income Tax. The Bonds are qualified tax-exempt obligations, for purposes and effect contemplated by Section 265 of the Internal Revenue Code of 1986, as amended (relating to expenses and interest relating to tax exempt income of certain financial institutions). For further information concerning federal and state tax matters relating to the Bonds, see Tax Exemption and Other Tax Matters herein. $8,305,000 Borough of Gettysburg (Adams County, Pennsylvania) General Obligation Bonds - Series of 2016 Bonds Dated: Date of Delivery Principal Due: November 15 (as shown herein) Interest Payable: May 15 and November 15 First Interest Payment: November 15, 2016 The General Obligation Bonds, Series of 2016, in the aggregate principal amount of $8,305,000 (the Bonds ) are being issued by the Borough of Gettysburg (the Borough ), in Adams County, Pennsylvania. Interest on the Bonds is payable initially on November 15, 2016, and thereafter semiannually on May 15 and November 15 of each year until the maturity date of such Bond or, if such Bond is subject to redemption prior to maturity, until the date fixed for redemption thereof, if payment of the redemption price has been duly made or provided for. The Borough has appointed Manufacturers and Traders Trust Company (the Paying Agent ), as the paying agent and sinking fund depository for the Bonds. The Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ( DTC ), which will act as securities depository for the Bonds. Beneficial ownership interests in the Bonds will be recorded in book-entry only form in denominations of $5,000, and integral multiples thereof. While Cede & Co., as nominee for DTC, is the registered owner of the Bonds, payments of the principal of, redemption premium, if any, and interest on the Bonds, when due for payment will be made directly to DTC by the Paying Agent, and DTC will in turn remit such payments to DTC Participants for subsequent disbursement to the Beneficial Owners of the Bonds. If the use of a book-entry only system for the Bonds is ever discontinued, the principal on each of the Bonds will be payable, when due, upon surrender of such Bond to the Paying Agent at its designated corporate trust office (or any successor paying agent at its designated office(s)) and interest on such Bond will be payable by check and mailed to the person(s) in whose name(s) such Bond is registered as of the Record Date with respect to the particular interest payment date (See The Bonds, infra). The Bonds are subject to redemption prior to their stated maturity dates, as provided herein. The proceeds of the Bonds will provide funds required to: (1) currently refund the Borough s General Obligation Bonds, Series of 2010, (2) purchase a street cleaner, and undertake street improvements and other capital projects of the Borough, and (3) pay the costs and of issuing the Bonds. The Bonds are general obligations of the Borough, payable on a parity basis with other general obligation debt of the Borough, from its tax and other general revenues, which presently include ad valorem taxes which may be levied on all taxable real property within the Borough without limitation as to rate or amount for the payment of debt service due on the Bonds. The Borough has covenanted, in its Ordinance No , enacted by the Council of the Borough on June 27, 2016 authorizing and securing the Bonds (the Ordinance ), to: (1) include the amount of the debt service on the Bonds in each fiscal year in which such sums are payable in its budget for that year, (2) appropriate those amounts from its general revenues for the payment of such debt service, and (3) duly and punctually pay or cause to be paid from the sinking fund established under the Ordinance, or from any other of its revenues or funds, the principal of and interest on each of the Bonds at the dates and places and in the manner stated in the Bonds, according to the true intent and meaning thereof. For such budgeting, appropriation and payment the Borough, in the Ordinance, has irrevocably pledged its full faith, credit and taxing power. The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Bonds by ASSURED GUARANTY MUNICIPAL CORP. See BOND INSURANCE herein. MATURITY SCHEDULE (See inside front cover) The Bonds are offered when, as and if issued subject to withdrawal or modification of the offer without notice, and subject to the approving legal opinion of Rhoads & Sinon LLP, Harrisburg, Pennsylvania, as Bond Counsel to the Borough, to be furnished upon delivery of the Bonds. Related matters will be passed upon for the Borough by its Solicitor, Puhl Eastman and Thrasher, Gettysburg, Pennsylvania. It is expected that the Bonds will be available for delivery to DTC or its agent on or about August 3, Dated: June 27, 2016

2 $8,305,000 Borough of Gettysburg (Adams County, Pennsylvania) General Obligation Bonds Series of 2016 BOND MATURITY SCHEDULE Maturity Date (November 15) Principal Amount Interest Rate Yield Initial Offering Price CUSIP** 2016 $870, % 0.550% % GD , % 0.950% % GE , % 1.100% % GF , % 1.200% % GG , % 1.350% % GH , % 1.500% % GJ , % 1.650% %* GK , % 1.780% %* GL , % 1.880% %* GM , % 2.000% % GN , % 2.070% % GP , % 2.170% % GQ , % 2.270% % GR , % 2.320% % GS4 *Priced to first optional redemption date of November 15, **The above CUSIP (Committee on Uniform Securities Identification Procedures) numbers have been assigned by an organization not affiliated with the Borough and the Borough is not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers are included solely for the convenience of bondholders and no representation is made as to the correctness of such CUSIP numbers. CUSIP numbers assigned to securities may be changed during the term of such securities based on a number of factors including, but not limited to, the refunding or defeasance of such issue or the use of secondary market financial products. The Borough has not agreed to, and there is no duty or obligation to, update this Official Statement to reflect any change or correction in the CUSIP numbers set forth above.

3 Borough of Gettysburg (Adams County, Pennsylvania) BOROUGH COUNSEL MEMBERS AND OFFICERS Name Office Term Expires Theodore Streeter Mayor January 2018 Robert Krummerich President January 2018 Scot Pitzer Vice President January 2018 Susan Naugle Council Member January 2020 Wesley Heyser Council Member January 2020 Jacob Schindel Council Member January 2020 Amy Beth Hodges Council Member January 2020 Graham Weaver Council Member January 2018 BOROUGH ADMINISTRATION Charles Gable, Borough Manager Sara L. Stull, Secretary Nicolette James, Finance Director BOROUGH SOLICITOR Puhl, Eastman & Thrasher Esquire Gettysburg, Pennsylvania BOROUGH AUDITOR Smith Elliott Kearns & Company, LLC Chambersburg, Pennsylvania BOND COUNSEL Rhoads & Sinon LLP Harrisburg, Pennsylvania PAYING AGENT Manufacturers and Traders Trust Company Buffalo, New York FINANCIAL ADVISOR Financial S&Lutions LLC Reading, Pennsylvania UNDERWRITERS Boenning & Scattergood, Inc. West Conshohocken, Pennsylvania and PNC Capital Markets LLC Pittsburgh, Pennsylvania BOROUGH ADDRESS 59 East High Street Gettysburg, Pennsylvania 17325

4 This Official Statement does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Bonds in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. No dealer, broker, salesman or any other person has been authorized by the Borough or the Underwriters to give any information or make any representation, other than those contained in this Official Statement, in connection with the offering of or solicitation of offers for the Bonds. If given or made, such information or representation must not be relied upon as having been authorized by the Borough or the Underwriters. Information contained in this Official Statement was obtained in part from officials of the Borough, including from the financial statements and records of the Borough, from trade and statistical services, and from other sources which are deemed to be reliable. Such sources are not guaranteed as to accuracy or completeness. Such information is not intended to be, and should not be relied upon as, a complete report or analysis; it is not to be construed as a representation by the Underwriters or, as to information from sources other than the Borough. All quotations from and summaries and explanations of provisions of laws and documents in this Official Statement do not purport to be complete and reference is made to such laws and documents for full and complete statements of their provisions. Any statements made in this Official Statement involving estimates or matters of opinion, whether or not expressly so stated, are intended merely as estimates or opinions and not as representations of fact. The information and expressions of opinion herein are subject to change without notice; neither the delivery of this Official Statement nor any sale of the Bonds shall under any circumstances create any implication that there has been no change in the affairs of the Borough since the date of this Official Statement. Assured Guaranty Municipal Corp. ( AGM ) makes no representation regarding the Bonds or the advisability of investing in the 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 Bond Insurance and Appendix E - Specimen Municipal Bond Insurance Policy. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH OTHERWISE MAY PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME WITHOUT PRIOR NOTICE.

5 TABLE OF CONTENTS Page INTRODUCTION 1 POWER TO ISSUE THE BONDS 1 PURPOSE OF THE ISSUE 2 SOURCES AND USES OF FUNDS 2 DEBT SERVICE SCHEDULE 3 THE BONDS 3 BOOK-ENTRY ONLY SYSTEM 6 BOND INSURANCE 8 BOND INSURANCE RISK FACTORS 10 SECURITY FOR THE BONDS 10 TAX EXEMPTION AND OTHER TAX MATTERS 11 CONTINUING DISCLOSURE UNDERTAKING 13 LEGAL MATTERS 14 FUTURE FINANCING 14 MUNICIPAL BANKRUPTCY LAW 14 RATINGS 15 UNDERWRITING 15 FINANCIAL ADVISOR 15 CERTIFICATION OF OFFICIAL STATEMENT 16 MISCELLANEOUS 16 DESCRIPTION OF THE BOROUGH AND FINANCIAL FACTORS FORM OF OPINION OF BOND COUNSEL FORM OF CONTINUING DISCLOSURE CERTIFICATE AUDITED FINANCIAL STATEMENTS OF THE BOROUGH FOR THE FISCAL YEAR ENDED 12/31/2014 SPECIMEN MUNICIPAL BOND INSURANCE POLICY APPENDIX A APPENDIX B APPENDIX C APPENDIX D APPENDIX E (i)

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7 OFFICIAL STATEMENT $8,305,000 Borough of Gettysburg (Adams County, Pennsylvania) General Obligation Bonds Series of 2016 INTRODUCTION This Official Statement, including the cover page and the appendices, sets forth information with regard to the offering by the Borough of Gettysburg (the Borough ), located in Adams County, Pennsylvania, of its General Obligation Bonds, Series of 2016, dated the date of the issuance and delivery of the Bonds (the Date of Delivery ), in the aggregate principal amount of $8,305,000 (the Bonds ). The Bonds are being issued pursuant to Ordinance No enacted by the Borough Council on June 27, 2016 (the Ordinance ). Manufacturers and Traders Trust Company will act as the paying agent, sinking fund depository, registrar and transfer agent (the Paying Agent ) for the Bonds. Neither the delivery of the Official Statement nor any sale of the Bonds shall, under any circumstances, create an implication that there have been no changes in the affairs of the Borough, the taxpayers of the Borough, since the date of this Official Statement or the earliest date as of which certain information contained herein is given. Such descriptions are qualified by reference to the complete texts of such provisions, instrument and documents, copies of which are available at the offices of the Borough. There follow in this Official Statement descriptions of the Bonds and certain provisions of the Ordinance. Such descriptions are qualified by reference to the complete texts of such instrument and documents, copies of which are available at the office of the Borough. POWER TO ISSUE THE BONDS The Bonds will be issued in accordance with the Local Government Unit Debt Act, 53 Pa.C.S. Chs , as amended (the Debt Act ) of the Commonwealth of Pennsylvania (the Commonwealth ), pursuant to and secured by the Ordinance, following the approval of the Ordinance and other documents filed with the Department of Community and Economic Development ( DCED ) of the Commonwealth pursuant to the Debt Act. 1

8 PURPOSE OF THE ISSUE The proceeds of the Bonds will provide funds required to; (1) currently refund the Borough s General Obligation Bonds, Series of 2010 (the 2010 Bonds ), (2) purchase a street cleaner, and undertake street improvements and other capital projects of the Borough, and (3) pay the costs of issuing and insuring the Bonds. The 2010 Bonds Refunding Project Proceeds of the Bonds will be deposited with Manufacturers and Traders Trust Company as paying agent for the 2010 Bonds, to pay the redemption price (100% of all $4,245,000 outstanding principal amount of the 2010 Bonds, plus accrued interest) to the redemption date of the 2010 Bonds on August 3, 2016, which is expected to be the settlement date of the Bonds. The Capital Projects Approximately $4,000,000 of proceeds of the Bonds will be deposited into a project fund to acquire or construct capital projects of the Borough including the following; a street cleaner vehicle, reconstruction and resurfacing of streets and roads, sidewalks, storm sewers, bridge and other improvements, and the purchase of other equipment and real estate for public parking. The following sets forth the sources and uses of funds: SOURCES AND USES OF FUNDS Sources of Funds: Principal Amount of the Bonds $8,305, Plus: Net Original Issue Premium 122, Total Sources of Funds $8,427, Uses of Funds: 2010 Bonds Redemption Price $4,275, Capital Project Fund Deposit 4,000, Costs of Issuance (1) 151, Total Uses of Funds $8,427, (1) Includes rating, legal fees and expenses, underwriting discount, paying agent, financial advisor fees, bond insurance premium, printing of preliminary and final official statements, rounding and other related expenses. 2

9 DEBT SERVICE SCHEDULE $8,305,000 BOROUGH OF GETTYSBURG (Adams County, Pennsylvania) General Obligation Bonds - Series of 2016 Bonds Dated: Date of Delivery Principal Due: November 15, as shown below Date Principal Interest Rate Interest Total Principal and Interest Fiscal Year Debt Service (Year Ending 12/31) 11/15/2016 $870, % $53, $923, $923, /15/ , , /15/ , % 85, ,065, ,150, /15/ , , /15/ , % 75, , , /15/ , , /15/ , % 66, , , /15/ , , /15/ , % 59, , , /15/ , , /15/ , % 52, , , /15/ , , /15/ , % 45, , , /15/ , , /15/ , % 40, , , /15/ , , /15/ , % 35, , , /15/ , , /15/ , % 30, , , /15/ , , /15/ , % 24, , , /15/ , , /15/ , % 18, , , /15/ , , /15/ , % 12, , , /15/2029 6, , /15/ , % 6, , , TOTALS $8,305, $1,162, $9,467, $9,467, General Description THE BONDS The Bonds will be issued in the aggregate principal amount of $8,305,000 in denominations of $5,000 principal amount and integral multiples thereof, will be dated the Date of Delivery when interest will begin to accrue. The Bonds mature on November 15 of the years and in the principal amounts shown on the inside cover page, subject, however, to optional and mandatory redemption as hereinafter described. When issued, the Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company ( DTC ), New York, New York. Purchasers of the Bonds (the Beneficial Owners ) will not receive any physical delivery of the bond certificates, and beneficial ownership of the Bonds will be evidenced only by electronic book entries (see Book-Entry Only System below. So long as Cede & Co., as nominee of DTC, is the registered owner of the Bonds, payments of principal of redemption premium, if any, and interest on the Bonds, when due, are to be made to DTC and all such payments shall be valid and effective to satisfy fully and to discharge the obligations of the Borough with respect to, and to the extent of principal, redemption premium, if any, and interest so paid. If the use 3

10 of the book-entry only system for the Bonds is discontinued for any reason, bond certificates will be issued to the Beneficial Owners of the Bonds and payments of principal of and interest on the Bonds shall be made as described in the following paragraphs: The principal of certificated Bonds, when due upon maturity or upon any earlier redemption, will be paid to the registered owners of the Bonds, or registered assigns upon surrender of such Bonds to the Paying Agent, at its designated corporate trust office (or to any successor Paying Agent at its designated office(s)). The Bonds will bear interest payable on May 15 and November 15 of each year (each an Interest Payment Date ), beginning on November 15, Each Bond shall bear interest from the Interest Payment Date next preceding the date of registration and authentication of such Bonds, unless (a) such Bonds are registered and authenticated as of an Interest Payment Date, in which event such Bonds shall bear interest from said Interest Payment Date; or (b) the Bonds are registered and authenticated after a Regular Record Date (hereinafter defined) and before the next succeeding Interest Payment Date, in which event such Bonds shall bear interest from such Interest Payment Date, or (c) the Bonds are registered and authenticated on or prior to the Regular Record Date preceding November 15, 2016 in which event such Bonds shall bear interest from the Date of Delivery, or (d) as shown by the records of the Paying Agent, interest on such Bonds shall be in default, in which event such Bonds shall bear interest from the date on which interest was last paid on such Bonds. Interest on a certificated Bond will be payable by check drawn on the Paying Agent, which shall be mailed to the registered owner whose name and address shall appear, at the close of business on the fifteenth (15th) day (whether or not a day on which the Paying Agent is open for business) next preceding each interest payment date (the Record Date ), on the registration books maintained by the Paying Agent, irrespective of any transfer or exchange of the Bonds subsequent to such Record Date and prior to such interest payment date, unless the Borough shall be in default in payment of interest due on such interest payment date. If the Borough shall be in default in payment of interest due on any Interest Payment Date, such defaulted interest shall be payable to the person in whose name the Bonds are registered at the close of business on a special record date for the payment of such defaulted interest established by notice mailed by the Paying Agent to the registered owner of the Bond not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the person in whose name the Bond is registered at the close of business on the fifth (5th) day preceding the date of mailing. If the date for payment of the principal of or interest on any Bonds shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the Commonwealth are authorized or required by law or executive order to close, then the date for payment of such principal or interest shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized or required to close, and payment on such date shall have the same force and effect as if made on the nominal date established for such payment. Registration, Exchange, and Transfer of Bonds Subject to the provisions described below under Book-Entry Only System, a certificated Bond is transferable or exchangeable by the registered owner thereof upon surrender of such Bond to the Paying Agent, accompanied by a written instrument or instruments in form, with instructions, and with guaranty of signature satisfactory to the Paying Agent, duly executed by the registered owner of such Bond or his attorney-in-fact or legal representative. The Paying Agent shall enter any transfer of ownership of such Bond in the registration books and shall authenticate and deliver at the earliest practicable time in the name of the transferee or transferees a new fully registered bond or bonds of authorized denominations of the same series, maturity and interest rate for the aggregate principal amount which the registered owner is entitled to receive. The Borough and the Paying Agent may deem and treat the registered owner of any certificated Bond as the absolute owner thereof (whether or not a Bond shall be overdue) for the purpose of receiving payment of or on account of principal and interest and for all other purposes, and the Borough and the Paying Agent shall not be affected by any notice to the contrary. The Borough and the Paying Agent shall not be required: (i) to issue or to register the transfer of or exchange any Bonds then considered for redemption during a period beginning at the close of business on the fifteenth (15th) day next preceding any date of selection of Bonds to be redeemed and ending at the close of business on the day on which the applicable notice of redemption is given, or (ii) to register the transfer of or exchange any portion of any Bond selected for redemption, in whole or in part until after the date fixed for redemption. Bonds may be exchanged for a like aggregate principal amount of Bonds or other authorized denominations of the same maturity and interest rate. 4

11 Certificated Bonds shall be transferable or exchangeable by the registered owner thereof upon surrender thereof to the Paying Agent, at its designated corporate trust office or corporate trust agency office, accompanied by a written instrument or instruments in form, with instructions, and with guaranty of signature satisfactory to the Paying Agent, duly executed by the registered owner thereof or his attorney-in-fact or legal representative. The Paying Agent shall enter any transfer of ownership of the Bonds in the registration books of the Borough maintained by the Paying Agent and shall authenticate and deliver in the name of the transferee or transferees new fully registered Bonds of authorized denominations of the same maturity for the aggregate amount that the transferee or transferees are entitled to receive at the earliest practicable time. Redemption Optional Redemption. The Bonds maturing on or after November 15, 2022 shall be subject to redemption, prior to maturity, at the option of the Borough, in whole or in part, in any order of maturities or portion of a maturity selected by the Borough, at any time on or after November 15, 2021 at a price equal to100% of the principal amount of the Bonds to be redeemed and accrued interest thereon to the date fixed for redemption. In the event that less than all of the Bonds of a maturity are to be redeemed, the Bonds of such maturity to be redeemed shall be drawn by lot by the Paying Agent. Any such redemption shall be upon application of money available for the purpose in the Mandatory Sinking Fund established under the Ordinance. In lieu of such mandatory redemption, the Paying Agent, on behalf of the Borough, may purchase from money in the Mandatory Sinking Fund, at a price not to exceed the principal amount plus accrued interest, or the Borough may tender to the Paying Agent, all or part of the Bonds subject to being drawn for mandatory redemption on any such date. If any maturity of the Bonds which is subject to mandatory sinking fund redemption shall be called for optional redemption in part, the Borough shall be entitled to designate whether the principal amount redeemed is to be credited against the principal amount of Bonds of such maturity required to be called for mandatory sinking fund redemption on any particular future date or dates or shall be credited against the principal amount of such Bonds to be due and payable at stated maturity, in each case in a whole multiple of $5,000 principal amount. Manner of Redemption. So long as Cede & Co., as nominee of DTC, is the registered owner of the Bonds, payment of the redemption price shall be made to Cede & Co. in accordance with the existing arrangements by and among the Borough, the Paying Agent and DTC and, if less than all of the Bonds of any particular maturity are to be redeemed, the amount of the interest of each DTC Participant, Indirect Participant and Beneficial Owner on such Bonds to be redeemed shall be determined by the governing arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. See Book-Entry Only System herein for further information regarding redemption of Bonds registered in the name of Cede & Co. If a Bond is of a denomination larger than $5,000, a portion of such Bond may be redeemed. For the purposes of redemption, a Bond shall be treated as representing that number of Bonds that is obtained by dividing the principal amount thereof by $5,000, each $5,000 portion of such Bond being subject to redemption. In the case of partial redemption of a Bond, payment of the redemption price shall be only upon surrender of such Bond in exchange for Bonds of authorized denominations in aggregate principal amount equal to the unredeemed portion of the principal amount thereof. Notice of Redemption. So long as Cede & Co., as nominee of DTC, is the registered owner of the Bonds, the Borough and the Paying Agent shall send redemption notices only to Cede & Co. See BOOK-ENTRY ONLY SYSTEM herein for further information regarding conveyance of notices to Beneficial Owners. As provided more fully in the Ordinance and in the Bonds, notice of redemption of Bonds shall be given by mailing a copy of the redemption notice by first class mail, postage prepaid, not less than 30 days prior to the redemption date to the Registered Owners of Bonds to be redeemed at the addresses which appear in the Bond Register. Neither failure to mail such notice nor any defect in the notice so mailed or in the mailing thereof with respect to any one Bond will affect the validity of the proceedings for the redemption of any other Bond. If at the time of mailing of the notice of redemption the Borough shall not have deposited with the Paying Agent moneys sufficient to redeem all the Bonds called for redemption, such notice may state that it is conditional, that is, subject to the deposit of the redemption moneys with the Paying Agent no later than the redemption date, and such notice shall be of no effect unless such moneys are so deposited. On the date designated for redemption and upon deposit with the Paying Agent of funds sufficient for payment of the principal of and accrued interest on the Bonds called for redemption, interest on the Bonds or portions thereof so called 5

12 for redemption shall cease to accrue and the Bonds or portions thereof so called for redemption shall cease to be entitled to any benefit of security under the Ordinance, and Registered Owners of the Bonds so called for redemption shall have no rights with respect to the Bonds or portions thereof so called for redemption, except to receive payment of the principal amount redeemed and accrued interest thereon so called for redemption to the date fixed for redemption. BOOK-ENTRY ONLY SYSTEM The Depository Trust Company ( DTC ), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond will be issued for each maturity of the Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE BONDS, AS NOMINEE OF DTC, REFERENCES HEREIN TO THE BONDHOLDERS, BONDOWNERS OR REGISTERED OWNERS OF THE BONDS SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE BONDS. DTC, the world s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-u.s. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC s participants ( Direct Participants ) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( DTCC ). DTCC, is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( Indirect Participants ). DTC has Standard & Poor s highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at and Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC s records. The ownership interest of each actual purchaser of each Bond ( Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the 6

13 Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC s practice is to credit Direct Participants accounts upon DTC s receipt of funds and corresponding detail information from Issuer or the Paying Agent, on payable date in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as if the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC, the Paying Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Issuer or the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The Issuer may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered. The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy thereof. Disclaimer of Liability for Failures of DTC THE BOROUGH, THE FINANCIAL ADVISOR AND THE PAYING AGENT CANNOT AND DO NOT GIVE ANY ASSURANCES THAT DTC, THE DTC PARTICIPANTS OR THE INDIRECT PARTICIPANTS WILL DISTRIBUTE TO THE BENEFICIAL OWNERS OF THE BONDS (I) PAYMENTS OF PRINCIPAL OR REDEMPTION PRICE OF OR INTEREST ON THE BONDS, (II) CERTIFICATES REPRESENTING AN OWNERSHIP INTEREST OR OTHER CONFIRMATION OF BENEFICIAL OWNERSHIP INTERESTS IN BONDS, OR (III) REDEMPTION OR OTHER NOTICES SENT TO DTC OR CEDE & CO., ITS NOMINEE, AS THE REGISTERED OWNER OF THE BONDS, OR THAT THEY WILL DO SO ON A TIMELY BASIS OR THAT DTC, DTC PARTICIPANTS OR INDIRECT PARTICIPANTS WILL SERVE AND ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT. THE CURRENT RULES APPLICABLE TO DTC ARE ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE CURRENT PROCEDURES OF DTC TO BE FOLLOWED IN DEALING WITH DTC PARTICIPANTS ARE ON FILE WITH DTC. NEITHER THE BOROUGH, THE FINANCIAL ADVISOR NOR THE PAYING AGENT WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DTC PARTICIPANT, INDIRECT PARTICIPANT OR BENEFICIAL OWNER OR ANY OTHER PERSON WITH RESPECT TO: (1) THE BONDS; (2) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT; (3) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OR REDEMPTION PRICE OF OR INTEREST ON THE BONDS; (4) THE DELIVERY BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE ORDINANCE TO BE GIVEN TO BONDHOLDERS; (5) THE SELECTION OF THE BENEFICIAL OWNERS TO 7

14 RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (6) ANY OTHER ACTION TAKEN BY DTC AS BONDHOLDER. So long as Cede & Co. is the registered owner of the Bonds, as nominee of DTC, references herein to the bondholders or registered owners of the Bonds (other than under the caption Tax Exemption and Other Tax Matters ) shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. Payments made by the Paying Agent to DTC or its nominee shall satisfy the Borough s obligations with respect to the Bonds to the extent of such payments. BOND INSURANCE POLICY BOND INSURANCE Concurrently with the issuance of the Bonds, Assured Guaranty Municipal Corp. ("AGM") will issue its Municipal Bond Insurance Policy for the Bonds (the "Policy"). The Policy guarantees the scheduled payment of principal of and interest on the Bonds when due as set forth in the form of the Policy included as an appendix to this Official Statement. The Policy is not covered by any insurance security or guaranty fund established under New York, California, Connecticut or Florida insurance law. ASSURED GUARANTY MUNICIPAL CORP. AGM is a New York domiciled financial guaranty insurance company and an indirect subsidiary of Assured Guaranty Ltd. ( AGL ), a Bermuda-based holding company whose shares are publicly traded and are listed on the New York Stock Exchange under the symbol AGO. AGL, through its operating subsidiaries, provides credit enhancement products to the U.S. and global public finance, infrastructure and structured finance markets. Neither AGL nor any of its shareholders or affiliates, other than AGM, is obligated to pay any debts of AGM or any claims under any insurance policy issued by AGM. AGM s financial strength is rated AA (stable outlook) by S&P Global Ratings, a business unit of Standard & Poor s Financial Services LLC ( S&P ), AA+ (stable outlook) by Kroll Bond Rating Agency, Inc. ( KBRA ) and A2 (stable outlook) by Moody s Investors Service, Inc. ( Moody s ). Each rating of AGM should be evaluated independently. An explanation of the significance of the above ratings may be obtained from the applicable rating agency. The above ratings are not recommendations to buy, sell or hold any security, and such ratings are subject to revision or withdrawal at any time by the rating agencies, including withdrawal initiated at the request of AGM in its sole discretion. In addition, the rating agencies may at any time change AGM s long-term rating outlooks or place such ratings on a watch list for possible downgrade in the near term. Any downward revision or withdrawal of any of the above ratings, the assignment of a negative outlook to such ratings or the placement of such ratings on a negative watch list may have an adverse effect on the market price of any security guaranteed by AGM. AGM only guarantees scheduled principal and scheduled interest payments payable by the issuer of bonds insured by AGM on the date(s) when such amounts were initially scheduled to become due and payable (subject to and in accordance with the terms of the relevant insurance policy), and does not guarantee the market price or liquidity of the securities it insures, nor does it guarantee that the ratings on such securities will not be revised or withdrawn. Current Financial Strength Ratings On June 29, 2015, S&P issued a credit rating report in which it affirmed AGM s financial strength rating of AA (stable outlook). AGM can give no assurance as to any further ratings action that S&P may take. On December 8, 2015, Moody s published a credit opinion maintaining its existing insurance financial strength rating of A2 (stable outlook) on AGM. AGM can give no assurance as to any further ratings action that Moody s may take. 8

15 On December 10, 2015, KBRA issued a financial guaranty surveillance report in which it affirmed AGM s insurance financial strength rating of AA+ (stable outlook). AGM can give no assurance as to any further ratings action that KBRA may take. For more information regarding AGM s financial strength ratings and the risks relating thereto, see AGL s Annual Report on Form 10-K for the fiscal year ended December 31, Capitalization of AGM At March 31, 2016, AGM s policyholders surplus and contingency reserve were approximately $3,742 million and its net unearned premium reserve was approximately $1,530 million. Such amounts represent the combined surplus, contingency reserve and net unearned premium reserve of AGM, AGM s wholly owned subsidiary Assured Guaranty (Europe) Ltd. and 60.7% of AGM s indirect subsidiary Municipal Assurance Corp.; each amount of surplus, contingency reserve and net unearned premium reserve for each company was determined in accordance with statutory accounting principles. Incorporation of Certain Documents by Reference Portions of the following documents filed by AGL with the Securities and Exchange Commission (the SEC ) that relate to AGM are incorporated by reference into this Official Statement and shall be deemed to be a part hereof: (i) the Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (filed by AGL with the SEC on February 26, 2016); and (ii) the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016 (filed by AGL with the SEC on May 5, 2016). All consolidated financial statements of AGM and all other information relating to AGM included in, or as exhibits to, documents filed by AGL with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, excluding Current Reports or portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K, after the filing of the last document referred to above and before the termination of the offering of the Bonds shall be deemed incorporated by reference into this Official Statement and to be a part hereof from the respective dates of filing such documents. Copies of materials incorporated by reference are available over the internet at the SEC s website at at AGL s website at or will be provided upon request to Assured Guaranty Municipal Corp.: 31 West 52 nd Street, New York, New York 10019, Attention: Communications Department (telephone (212) ). Except for the information referred to above, no information available on or through AGL s website shall be deemed to be part of or incorporated in this Official Statement. Any information regarding AGM included herein under the caption BOND INSURANCE Assured Guaranty Municipal Corp. or included in a document incorporated by reference herein (collectively, the AGM Information ) shall be modified or superseded to the extent that any subsequently included AGM Information (either directly or through incorporation by reference) modifies or supersedes such previously included AGM Information. Any AGM Information so modified or superseded shall not constitute a part of this Official Statement, except as so modified or superseded. Miscellaneous Matters AGM makes no representation regarding the Bonds or the advisability of investing in the 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 BOND INSURANCE. 9

16 BOND INSURANCE RISK FACTORS The Borough has received a commitment for a bond insurance policy to guarantee the scheduled payment of principal and interest on the Bonds. The following are risk factors relating to bond insurance. In the event of default in the payment of principal or interest with respect to the Bonds when all or some becomes due, any owner of the Bonds shall have a claim under the applicable bond insurance policy (the Policy ) for payment of such amount in default. However, if the date for payment of such principal or interest was advanced by reason of mandatory or optional redemption of Bonds (or any portion thereof) or an acceleration of Bonds (or any portion thereof) resulting from default or otherwise, other than an advancement of maturity pursuant to a mandatory sinking fund redemption, payments under the Policy are to be made in such amounts and at such times as the defaulted principal or interest would have been due had there not been any such advancement. The Policy does not insure the payment of any redemption premium. Any payment of principal and interest in connection with a mandatory or optional redemption of the Bonds which is recovered from the bond owner as a voidable preference under applicable bankruptcy law is covered by the Policy, however, the issuer or obligor under the Policy (the Bond Insurer ) is not obligated to make payment of the amounts so recovered except at such times and in such amounts as the recovered principal and interest would have been due absent such redemption. In the event the Bond Insurer becomes obligated to make payments with respect to the Bonds, no assurance is given that such event will not adversely affect the market price of the Bonds or the marketability (liquidity) of the Bonds. The long-term rating(s) on the Bonds is (are) dependent, in part, on the financial strength of the Bond Insurer and its claims paying ability. The Bond Insurer s financial strength and claims paying ability are predicated upon a number of factors which could change over time. No assurance is given that the long-term ratings of the Bond Insurer and the ratings on the Bonds insured by the Bond Insurer will not be subject to downgrade or withdrawal, and such event could adversely affect the market price of the Bonds or the marketability (liquidity) of the Bonds. See RATINGS herein. The obligations of the Bond Insurer under the Policy are general obligations of the Bond Insurer, and in an event of default by the Bond Insurer the remedies available to the Bondholders may be limited by applicable bankruptcy law or other similar laws related to insolvency. Neither the Borough nor the Financial Advisor nor the Underwriters have made any independent investigation into the claims paying ability of the Bond Insurer, and no assurance or representation regarding the financial strength or projected financial strength of the Bond Insurer is given. General Obligation Pledge SECURITY FOR THE BONDS The Bonds are general obligations of the Borough, secured on a parity basis with all other general obligation debt now or hereafter issued by the Borough. The Bonds are payable from the tax and other general revenues of the Borough, which presently include ad valorem taxes which may be levied on all taxable real property within the Borough, without limitation as to rate or amount for the payment of debt service due on the Bonds. The Borough has covenanted, in the Ordinance (hereinafter defined), that the Borough shall do the following: (1) include the amount of the debt service due on the Bonds in each fiscal year in which such sums are payable in its budget for that year, (2) appropriate those amounts from its general revenues for the payment of such debt service, and (3) duly and punctually pay or cause to be paid from its Sinking Fund, as hereinafter defined, or any other of its revenues or funds, the principal of and interest on each of the Bonds at the dates and places and in the manner stated in the Bonds, according to the true intent and meaning thereof. For such budgeting, appropriation and payment the Borough, in the Ordinance, has irrevocably pledged its full faith, credit and taxing power Sinking Fund A sinking fund for the Bonds, entitled Borough of Gettysburg, Series of 2016 Bonds Sinking Fund (the Sinking Fund ) including a mandatory sinking fund, if applicable, has been created under the Ordinance and shall be held by the Paying Agent, as the Sinking Fund Depository. The Borough has covenanted that it shall deposit in the Sinking Fund not later than the date when interest or principal is to become due on the Bonds, a sufficient sum so that on each payment date the Sinking Fund will contain, together with any other available funds therein, sufficient money to pay in full interest and principal then due on the Bonds. 10

17 The Sinking Fund may be invested by the Sinking Fund Depository in securities or interest bearing deposits authorized by the Debt Act, upon direction of the Borough, all as permitted by the Debt Act. Such deposits and securities shall be in the name of the Borough but subject to withdrawal or collection only by the Sinking Fund Depository, and such deposits and securities, together with interest thereon shall be a part of the Sinking Fund. The Paying Agent and the Sinking Fund Depository are authorized without further order from the Borough to pay from the Sinking Fund the principal of and interest on the Bonds when due and payable. Remedies under the Debt Act The remedies available to Registered Owners upon any failure to pay principal of or interest on the Bonds when due include those prescribed by the Debt Act. If such failure should continue for 30 days, the Registered Owner will (subject to certain priorities) have the right to bring suit for the amount due him in the Court of Common Pleas for Adams County, Pennsylvania. The Debt Act provides that any judgment shall have an appropriate priority upon the moneys next coming into the treasury of the Borough. If the Borough defaults in the payment of principal of or interest on the Bonds and such default continues for 30 days, or if the Borough fails to comply with any provision of the Bonds or of the Ordinance, the Registered Owners of 25% in aggregate principal amount of the Bonds may also appoint a paying agent (who may be the Paying Agent) to represent the Registered Owners. Such paying agent may, and upon written request of the owners of 25% in aggregate principal amount of the Bonds and being furnished with satisfactory indemnity shall, take one or more of the following actions: (i) bring suit to enforce all rights of the Registered Owners, (ii) bring suit on the Bonds, (iii) require the Borough to account as if it were a paying agent of an express trust for the Registered Owners of the Bonds for any pledged revenues received, (iv) petition the court to levy, on property subject to ad valorem taxation, the amount due on the Bonds, (v) after 30 days prior written notice to the Borough, declare the unpaid principal of the Bonds to be immediately due and payable with interest to the date of payment (which may be annulled as described in the Debt Act), and (vi) by suit in equity, enjoin any acts or things which may be unlawful or in violation of the rights of the Registered Owners all as set forth more fully in the Debt Act. The taking of such action by such trustee shall preclude the taking of similar action by individual Registered Owners of the Bonds. Federal Income Tax Matters TAX EXEMPTION AND OTHER TAX MATTERS On the date of delivery of the Bonds, Rhoads & Sinon LLP, Harrisburg, Pennsylvania, as Bond Counsel to the Borough, will issue an opinion to the effect that under existing statutes, regulations and judicial decisions, interest on the Bonds is excluded from gross income for purposes of federal income taxation and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although in the corporations (as defined for federal income tax purposes) such interest is taken into account in determining adjusted current earnings for purposes of such alternative minimum tax. This opinion of Bond Counsel will assume the accuracy of representations made by the Borough and will be subject to the condition that the Borough will 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 the interest thereon be, and continue to be, excluded from gross income for federal income tax purposes (see the proposed form of such opinion in an Appendix to this Official Statement). The Borough has covenanted to comply with all such requirements, which include, among others, restrictions upon the yield at which proceeds of the Bonds and other money held for the payment of the Bonds and deemed to be proceeds thereof may be invested and the requirement to calculate and rebate any arbitrage that may be generated with respect to investments allocable to the Bonds. Failure to comply with such requirements could cause the interest on the Bonds to be included in gross income retroactive to the date of issuance of the Bonds. Certain maturities of the Bonds may be sold to the public in the initial offering at a price less than the stated redemption price of such Bonds at maturity (that is, at less than par or the stated principal amount), the difference being original issue discount. Generally, original issue discount accruing on a tax-exempt obligation is treated as interest excludable from gross income for federal income tax purposes. In addition, original issue discount that has accrued on a tax-exempt obligation is treated as an adjustment to the issue price of the obligation for the purpose of determining taxable gain upon sale or other disposition of such obligation prior to maturity. The Code provides specific rules for the accrual of original issue discount on tax-exempt obligations for federal income tax purposes. Prospective purchasers of Bonds being sold with original issue discount should consult their tax advisors for further information. 11

18 Ownership of the Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, certain subchapter S corporations with substantial passive income and Subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the Bonds. Bond Counsel will express no opinion as to such collateral tax consequences, and prospective purchasers of the Bonds should consult their tax advisors. No representation is made or can be made by the Borough or any other party associated with the issuance of the Bonds as to whether or not any legislation now or hereafter introduced and enacted will be applied retroactively so as to subject interest on the Bonds to inclusion in gross income for Federal income tax purposes or so as to otherwise affect the marketability or market value of the Bonds. Enactment of any legislation that subjects the interest on the Bonds to inclusion in gross income for federal income tax purposes or otherwise imposes taxation on the Bonds or the interest paid thereon may have an adverse effect on the market value or marketability of the Bonds. Pennsylvania Tax Matters On the date of delivery of the Bonds, Bond Counsel will issue an opinion to the effect that under the laws of the Commonwealth as presently enacted and construed, the Bonds are exempt from personal property taxes within the Commonwealth and the interest on the Bonds is exempt from the Commonwealth s Personal Income Tax and the Commonwealth s Corporate Net Income Tax (see the proposed form of such opinion in an Appendix to this Official Statement). Profits, gains or income derived from the sale, exchange or other disposition of the Bonds are subject to state and local taxation within the Commonwealth, in accordance with Pennsylvania Act No Certain maturities of the Bonds may be sold to the public in the initial offering at a price less than their stated redemption price at maturity (that is, at an original issue discount ). For Pennsylvania Personal Income Tax purposes, original issue discount on publicly offered obligations is treated under current regulations of the Pennsylvania Department of Revenue as interest and, for purposes of determining taxable gain upon sale or other disposition of an obligation the interest on which is exempt from income taxation by the Commonwealth, as an adjustment to basis. For Pennsylvania Corporate Net Income Tax purposes, original issue discount is to be accorded similar treatment, according to a Private Letter Ruling issued by the Office of the Chief Counsel of the Pennsylvania Department of Revenue dated December 2, 1993, but such Private Letter Ruling may be relied upon only by the taxpayer to whom it was addressed. No representation is made or can be made by the Borough or any other party associated with the issuance of the Bonds as to whether or not any legislation now or hereafter introduced and enacted in the Commonwealth will be applied retroactively so as to subject interest on the Bonds to Pennsylvania state or local taxes or so as to otherwise tax the Bonds or affect the marketability or market value of the Bonds. Enactment of any legislation that subjects the interest on the Bonds to Pennsylvania state or local taxes or otherwise imposes taxation on the Bonds or the interest paid thereon may have an adverse effect on the market value or marketability of the Bonds. Prospective purchasers of Bonds issued with original issue discount should consult their tax advisors for further information and advice concerning the reporting of profits, gains or other income related to a sale, exchange or other disposition of such bonds for Pennsylvania tax purposes. Federal Income Tax Interest Expense Deductions for Financial Institutions Under Section 265 of the Internal Revenue Code of 1986, as amended (the Code ), no deduction is allowed for the portion of a financial institution s interest expense which is allocable to tax-exempt interest, such portion being an amount which bears the same ratio to the financial institution s interest expense as the financial institution s average adjusted bases (within the meaning of Section 1016 of the Code) of tax-exempt obligations acquired after August 7, 1986, bears to such average adjusted bases for all assets of the financial institution. An exception that reduces the amount of the interest expense disallowance under Section 265 of the Code is provided for certain tax-exempt obligations that are designated or deemed designated by the issuer as qualified tax-exempt obligations under Section 265 of the Code. 12

19 Each of the Bonds has been designated, or is deemed designated, as a qualified tax-exempt obligation for purposes and effect contemplated by Section 265 of the Code (relating to expenses and interest relating to tax-exempt income of certain financial institutions). Financial institutions intending to purchase Bonds should consult with their professional tax advisors to determine the effect of the interest expense disallowance on their federal income tax liability. Proposed Changes in Tax Laws From time to time, there are presidential and gubernatorial proposals, proposals of various federal and state legislative committees, and legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred to herein or adversely affect the marketability or market value of the Bonds or otherwise prevent holders of the Bonds from realizing the full benefit of the tax-exemption of interest on the Bonds. Further, such proposals may impact the marketability or market value of the Bonds simply by being proposed. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value, marketability or tax status of the Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Bonds would be impacted thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The disclosures and opinions expressed herein are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of this Official Statement, and no opinion is expressed as of any date subsequent thereto or with respect to any proposed or pending legislation, regulatory initiatives or litigation. Original Issue Premium The Bonds that mature on November 15, 2016 to 2024, inclusive (the Premium Bonds ) were sold at an original issue premium (the Acquisition Premium ). Under the Code, the premium on the Premium Bonds is an adjustment to basis and must be amortized. No deduction is allowable on account of such premium. The method of amortization may be the method regularly employed by the taxpayer if such method is reasonable, or, in all other cases, must be the method prescribed by applicable Treasury Regulations, which provide that the amortizable bond premium is an amount which bears the same ratio to the bond premium on the Premium Bonds as the number of months in the taxable year during which the bond was held by the taxpayer bears to the number of months from the beginning of the taxable year (or, if the bond was acquired in the taxable year, from the date of acquisition) to the date of maturity. The basis of the Premium Bond is reduced by the amount of the amortizable bond premium. Holders of any Premium Bonds purchased at an Acquisition Premium should consult their own tax advisors as to the actual effect of such Acquisition Premium with respect to their own tax situation and as to the treatment of Acquisition Premium for state tax purposes. CONTINUING DISCLOSURE UNDERTAKING The Borough of Gettysburg has entered into a Disclosure Dissemination Agent Agreement ( Disclosure Dissemination Agreement ) with/engaged Digital Assurance Certification, L.L.C. ( DAC ) as its Disclosure Dissemination Agent for the purpose of [assisting it with the above-described remedial filings and] [ensuring] ongoing compliance with its continuing disclosure filing requirements. DAC provides its clients with automated filing of rating events, templates consolidating all outstanding filing requirements that accompany reminder notices of annual or interim mandatory filings, review of all template filings by professional accountants, as well as a time and date stamp record of each filing along with the unique ID from EMMA accompanying the copy of the actual document filed. DAC also offers its clients a series of training webinars each year qualified for NASBA certified CPE credits, as well as model secondary market compliance policies and procedures. The form of Disclosure Dissemination Agreement is attached as Appendix C. In accordance with the requirements of Rule 15c2-12 (the Rule ) promulgated by the Securities and Exchange Commission (the SEC ), the Borough will sign a Continuing Disclosure Certificate in accordance with the Rule (the Disclosure Certificate ). The form of the Disclosure Certificate is set forth in Appendix C to this Official Statement. 13

20 Compliance with Prior Continuing Disclosure Undertakings The Borough failed to timely file its audited financial statements for the fiscal years ending December 31, 2009, 2010, 2011 and The Borough has submitted all of the omitted disclosures on the Municipal Securities Rulemaking Board s Electronic Municipal Market Access (EMMA) System prior to the date of the offering of the Bonds. Additionally, the Borough failed to timely file operational information and notices of rating changes. The Borough has submitted all of the required disclosures on the EMMA system prior to the date of the offering of the Bonds. The Borough has adopted post-issuance policies and procedures, appointed a compliance officer and entered into an agreement with Digital Assurance Certification, LLC, to facilitate its future compliance with its continuing disclosure obligations. Litigation LEGAL MATTERS The Borough has one (1) litigation matter and one (1) anticipated litigation matter. The pending litigation matter involves a claim of constitutional violations, physical injury and loss of liberty made by a plaintiff involving his arrest and detention made by a Gettysburg Borough police officer in Suit against the police officer is currently pending in the United States District Court for the Middle District of Pennsylvania. The Borough and the police officer's defense is being provided by insurance defense counsel appointed by the Borough's insurance carrier. Defense counsel has filed a dispositive motion with the Court requesting that the plaintiff's suit be dismissed with prejudice in favor of the Borough police officer and its Police Department. The second matter involves anticipated civil claims of an individual in connection with an arrest of that individual by a police officer of the Gettysburg Borough Police Department made on May 12, 2015 and the use of force by the police officer in making that arrest. Although suit has not been filed against the Borough and its police officer, the individual claimant has retained legal counsel and is pursuing pre-complaint discovery from the Borough and its police department in anticipation of filing a civil suit in federal district court against the Borough and its police officer for violation of the claimant's civil rights. The Borough and its police officer's defense is being provided by separately assigned insurance defense attorneys appointed by the Borough's insurance carrier. Legal Opinions Legal matters pertaining to the enforceability of the Bonds and federal and state income tax status of the interest to be paid on the Bonds, will be passed upon by Rhoads & Sinon, Bond Counsel to the Borough. (See Appendix B hereto). Certain legal matters pertaining to the Borough will be passed upon by its Solicitor, Puhl, Eastman & Thrasher Gettysburg, Pennsylvania. FUTURE FINANCING The Borough does not expect to issue additional long-term, non-refunding debt within the next three years. MUNICIPAL BANKRUPTCY LAW The undertakings of the Borough and the security for the Bonds should be considered with reference to Chapter 9 of the Bankruptcy Code, United States Code Title 2, Section 301, et seq., as amended by Public Law , approved April 8, 1978, effective October 1, 1979, and other laws affecting creditor s rights and municipalities in general. The amendments of P.L replace the former Chapter 9 Legislation and permit a State, and if authorized by State law, a political subdivision, public agency or instrumentality that is insolvent or unable to meet its debts, to file with the Bankruptcy Court a list if its creditors; provides that a petition filed under Chapter 9 shall operate as a stay of the commencement or continuation of any judicial or other proceedings against the petitioner; grant priority to debts owed for service or materials actually provided within three months of the filing of the petition; direct a petitioner to file a plan for the adjustment of its debts; and provide that the plan must be accepted in writing by or on behalf of creditors holding at least two-thirds in amount and more than one-half in number of the listed claims. Pennsylvania Act 47 provides that a Pennsylvania municipality (which includes any county, city, borough, incorporated town, township or home rule municipality) may file for relief under Chapter 9 of the United States Bankruptcy Code only with the approval of the Secretary of the Department. A municipality is authorized by Act 47 to apply for such approval from the Secretary only upon a vote by the majority of the municipality s governing body and 14