POTSDAM CENTRAL SCHOOL DISTRICT ST. LAWRENCE COUNTY, NEW YORK $500,000 Revenue Anticipation Notes, 2017

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1 NOTICE OF SALE ST. LAWRENCE COUNTY, NEW YORK $500,000 Revenue Anticipation Notes, 2017 Notice is given that the undersigned President of the Board of Education, of the Potsdam Central School District, St. Lawrence County, New York (the District ), will receive electronic and facsimile bids, as more fully described below, for the purchase IN FEDERAL FUNDS, at not less than par and accrued interest of $500,000 Revenue Anticipation Notes, 2017 (the "Notes"). Bids must be submitted electronically on Grant Street Group's MuniAuction website ("MuniAuction") accessible at or via facsimile to (315) by no later than 10:15 A.M. ET on the 7 th day of June, Bidders submitting proposals via facsimile must use the Proposal for Notes form attached hereto. The Notes will be dated June 28, 2017 and will mature on June 28, 2018, with interest payable at maturity. The Notes are to be issued without option of prior redemption. Interest will be calculated on a 30-day month and 360-day year basis, payable at maturity. Submission of Bids PROCEDURES FOR BIDDING Proposals may be submitted in accordance with this Notice of Sale until the time specified herein. No proposal will be accepted after the time for receiving proposals specified above. Any proposal received by the time for receiving proposals specified herein, which has not been modified or withdrawn by the bidder, shall constitute an irrevocable offer to purchase the Notes pursuant to the terms herein and therein provided. The timely delivery of all proposals submitted by facsimile transmission (FAX) must be in legible and complete form, signed by an authorized representative of the bidder, and shall be the sole responsibility of the bidder. The District shall not be responsible for any errors and/or delays in transmission and/or receipt of such bids, mechanical or technical failures or disruptions, or any omissions or irregularities in any bids submitted in such manner. Electronic bidding will take place in a Closed Auction format. Bidders may change and submit bids as many times as they wish during the bidding period, but they may not withdraw a submitted bid. The last bid submitted by a bidder prior to the deadline for the receipt of bids will be compared to all other final electronic and facsimile bids, as more fully described herein, to determine the winning bid. During the auction, no bidder will see any other bidder s bid, nor will they see the status of their bid relative to other bids (e.g., whether their bid is a leading bid). Each bid must be for all of the Notes and state a single rate of interest therefor in a multiple of 1/100 or 1/8 of one per centum per annum. Interest will be calculated on the basis of a 360-day year and a 30-day month. Each bid must be for not less than the par value of the Notes bid for. The District reserves the right to reject any and all bids (regardless of the interest rate bid), to reject any bid not complying with this official Notice of Sale and, so far as permitted by law, to waive any irregularity or informality with respect to any bid or the bidding process. Conditional bids will be rejected, including any bid subject to credit approval. Award of Notes Said Notes will be awarded to the bidder offering the lowest net interest cost, that being the rate of interest which will produce the least interest cost over the life of the Notes, after accounting for the premium offered, if any. If two or more bids offering to purchase the same principal amount of Notes at the same lowest net interest rate are received, an award will be made by lot from among such lowest bids. In any event, the award of said Notes will be made on the basis of the bid or combination of bids offering to purchase the Notes on terms most favorable to said District. Any attempt to bid with alterations to the specific language contained in this Notice of Sale, will be considered a failure to execute a proper bid as specified in this Notice of Sale and will be treated as a violation of the applicable competitive bidding regulations and therefore be treated as a private placement. The bid of such party will be treated as a non-conforming bid which will be rejected.

2 Registration to Bid To bid electronically using MuniAuction, bidders must first visit the MuniAuction website at where, if they have never registered with either MuniAuction or any municipal debt auction website powered by Grant Street Group, they can register and then request admission to the District s auction. Only FINRA registered broker dealers, dealer banks with DTC clearing arrangements and banks or trust companies located and authorized to do business in the State of New York will be eligible to bid. The District will determine whether any request for admission is granted. Bidders who have previously registered with MuniAuction may call auction support at (412) x1370, to confirm their ID or password. The use of MuniAuction shall be at the bidder s risk, and the District shall have no liability with respect thereto. Bidders shall not be required to register in order to submit a facsimile bid. Rules of MuniAuction The Rules of MuniAuction can be viewed on the MuniAuction website and are incorporated by reference in this Notice of Sale. Bidders must comply with the Rules of MuniAuction in addition to the requirements of this Notice of Sale. In the event the Rules of MuniAuction conflict with this Notice of Sale, this Notice of Sale shall prevail. Disclaimer Each prospective bidder who wishes to submit electronic bids shall be solely responsible to register to bid via MuniAuction. Each qualified prospective bidder shall be solely responsible to make necessary arrangements to access MuniAuction for purposes of submitting its bid in a timely manner and in compliance with the requirements of this Notice of Sale. Neither the District nor MuniAuction shall have any duty or obligation to undertake such registration to bid for any prospective bidder or to provide or assure such access to any qualified prospective bidder, and neither the District nor MuniAuction shall be responsible for a bidder's failure to register to bid or for proper operation of, or have any liability for any delays or interruptions of, or any damages caused by MuniAuction. The District is using MuniAuction as a communications mechanism, and not as the District s agent, to conduct the electronic bidding for the Notes. If a prospective bidder encounters any difficulty in registering to bid, or submitting or modifying a bid for the Notes, it should telephone MuniAuction and notify the District s Financial Advisor at (315) (provided that the District shall have no obligation to take any action whatsoever upon receipt of such notice). After receipt of bids is closed, the District through MuniAuction or telephone will indicate the apparent successful bidder. Such message is a courtesy only for viewers, and does not constitute the award of the Notes. The MuniAuction bids will be compared with bids received outside of MuniAuction, if any, before the award is made. Each bid will remain subject to review by the District to determine its net interest cost and compliance with the terms of this Notice of Sale. THE NOTES The Notes will be valid and legally binding general obligations of the District, all the taxable real property within which will be subject to the levy of ad valorem taxes to pay the Notes and interest thereon, subject to applicable statutory limitations. The will pledge its faith and credit for the payment of the principal of the Notes and interest thereon. Principal and interest on the Notes are payable at maturity in lawful money of the United States of America (Federal Funds). The Notes are being issued in anticipation of the receipt of State aid for the fiscal year ending June 30, 2018 and pursuant to a cumulative cash flow statement attached hereto as APPENDIX A and A1. The purchaser shall have the option of having the Notes, which will be in registered form, issued in the name of the purchaser, or, at the option of the purchaser, in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ( DTC ). The purchaser must notify Bond Counsel by 3:00 P.M., Prevailing Time, on the date of the sale whether the Notes will be issued in non-book-entry form or book-entry form. If the Notes are issued in non-book-entry form, they will be issued as registered obligations, in the name of the purchaser. Principal and interest on the Notes will be payable at such bank or trust company authorized to do business in the State of New York as may be designated by the purchaser. Paying agent fees, if any, are to be paid by the purchaser. If the purchaser notifies Bond Counsel by 3:00 P.M., Prevailing Time on the date of sale, such Notes may be issued in the form of book-entry-only notes, in the denomination corresponding to the aggregate principal amount of the Note. In the event that the Purchaser choose registered notes, as a condition to delivery of the Notes, the successful bidder will be required to cause such note certificates to be (i) registered in the name of Cede & Co., as nominee of DTC, and (ii) deposited with DTC to be held in trust until maturity. DTC is an automated depository for securities and clearinghouse for securities transactions, and will be responsible for establishing and maintaining a book-entry system for recording the ownership interests of its participants, which include certain banks, trust companies and securities dealers, and the transfers of the interests among its participants. The DTC participants will be responsible for establishing and maintaining records with respect to the Notes. Individual purchases of beneficial ownership interests in the Notes may only be made through book entries (without certificates issued by the School District) made on the books and records of DTC (or a successor depository) and its participants, in denominations of $5,000 or integral multiples thereof. Principal of and interest on the Notes will be payable by the School District or its agent by wire transfer or in

3 clearinghouse funds to DTC or its nominee as registered owner of the Notes. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The District will not be responsible or liable for payments by DTC to its participants or by DTC participants to beneficial owners or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. CUSIP identification numbers will be printed on the Notes if the purchaser provides Bond Counsel with such numbers by telefax or any other mode of written communication (verbal advice will not be accepted) by 3:00 o'clock P.M. on the date following the sale of the Notes, but neither the failure to print such number on any Note nor any error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Notes in accordance with the terms of the purchase contract. All expenses in relation to the printing of CUSIP numbers on the Notes shall be paid for by the School District, provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the purchaser. The Notes will be delivered through the facilities of DTC located in Jersey City, New Jersey or as may be agreed with the purchaser on or about June 28, The purchase price of the Notes, in accordance with each purchaser's bid, shall be paid in Federal Funds or other funds available for immediate credit on the delivery date. All DTC fees and expenses are the responsibility of the winning bidder. As a condition to the purchaser's obligation to accept delivery of and pay for the Notes, such purchaser will be furnished, without cost, the following, dated as of the date of the delivery of and payment for said Notes: (i) a certificate of the President of the Board of Education certifying that (ii) a Closing Certificate, constituting a receipt for the Note proceeds and a signature certificate, which will include a statement that no litigation is pending, or to the knowledge of the signers, threatened affecting the Notes, (iii) an arbitrage certificate executed on behalf of the School District which will include, among other things, covenants, relating to compliance with the Internal Bond Code of 1986 (the "Code"), with the owners of the Notes that the School District will, among other things, (A) take all actions on its part necessary to cause interest on the Notes not to be includable in the gross income of the owners thereof for Federal income tax purposes, including without limitation, restricting, to the extent necessary, the yield on investments made with the proceeds of the Notes and investment earnings thereon, making required payments to the Federal Government, if any, and maintaining books and records in a specified manner, where appropriate, and (B) refrain from taking any action which would cause interest on the Notes to be includable in the gross income of the owners thereof for Federal income tax purposes, including, without limitation, refraining from spending the proceeds of the Notes and investment earnings thereon on certain specified purposes; and (iv) the unqualified legal opinion as to the validity of the Notes of Timothy R. McGill, Esq., Bond Counsel, Fairport, New York. The Notes will be designated as "qualified tax-exempt obligations" pursuant to Section 265(b)(3) of the Code. Following the sale of the Notes, the successful bidder will be required to provide to the District within five (5) business days after the award of the Notes certain information regarding the re-offering price to the public of the Notes. The successful bidder shall furnish to the District a certificate acceptable to Bond Counsel, dated as of the day of closing of the Notes, stating the initial price at which a bona fide public offering of all of the Notes was made and stating the first price at which an amount equal to at least ten percent (10%) of the principal amount of the Notes was in fact sold to the public (excluding bond houses, brokers and other intermediaries) (the first price rule ) or that such successful bidder has purchased the Notes for its own account and not with a view to distribution or resale. If the first price rule is not so established on or prior to the issue date of the Notes, the successful bidder(s) will provide prompt confirmation of actual sales to the District to establish the issue price of the Notes under the general rule set forth in Treasury Regulation (f)(2)(i). In the event of a default in the payment of the principal of and/or interest on the Notes, the State Comptroller is required to withhold, under certain conditions prescribed by Section 99-b of the State Finance Law, state aid and assistance to the District and to apply the amount thereof so withheld to the payment of such defaulted principal and/or interest, which requirement constitutes a covenant by the State with the holders from time to time of the Notes. There is no offering document which accompanies this Notice of Sale. Rule 15c2-12 promulgated by the U.S. Securities and Exchange Commission does not require the distribution of an offering document to investors in connection with the sale of the municipal securities offered through this Notice of Sale. The District s contact information is as follows: Ms. Laura Hart, School Business Manager, District Offices, 29 Leroy Street, Potsdam, New York 13676, Phone: (315) , Fax: (315) , lhart@potsdam.k12.ny.us Dated: May 30, 2017 DR. J. PATRICK TURBETT PRESIDENT OF THE BOARD OF EDUCATION AND CHIEF FISCAL OFFICER

4 APPENDIX - A ACTUAL MONTHLY CASH FLOW MONTH Cash Flow July August September October November December January February March April May (est.) June (est.) TOTAL Beginning Balance: $ 4,578,558 $ 3,654,195 $ 3,288,578 $ 8,795,090 $ 10,745,780 $ 9,224,715 $ 7,854,272 $ 7,923,122 $ 6,534,747 $ 11,835,458 $ 10,521,630 $ 9,403,187 Receipts: Real Property Taxes $ - $ - $ 5,139,437 $ 4,190,927 $ 558,712 $ 7,540 $ 5,472 $ - $ 1,462,938 $ - $ - $ - $ 11,365,025 Interest/Penalties Taxes , , ,332 Star Reimbursement ,442 1,917, ,938,416 State Revenues - 410,511 2,649, , ,860 1,384, , ,925 5,678, ,966 1,297,500 2,253,086 15,833,142 RANs Interest Income ,346 1,780 1,791 2,198 1,724 2,015 3,986 2, ,945 Other Revenue 82,524 23,412 98,955 9,786 3,920 38,738 22, , ,374 18, ,000 4,000 1,056,471 Transfers 28, ,049 70, ,722 91,248 91,699 96, , , , ,066,864 Total Receipts: $ 111,242 $ 541,306 $ 7,959,137 $ 4,507,951 $ 1,238,816 $ 1,544,501 $ 2,191,815 $ 772,339 $ 7,848,999 $ 837,403 $ 1,499,000 $ 2,257,686 $ 31,310,195 Total Available Cash $ 4,689,800 $ 4,195,501 $ 11,247,715 $ 13,303,041 $ 11,984,595 $ 10,769,216 $ 10,046,087 $ 8,695,461 $ 14,383,746 $ 12,672,862 $ 12,020,630 $ 11,660,872 Disbursements: Warrant $ 827,442 $ 694,049 $ 1,249,995 $ 1,250,197 $ 1,572,051 $ 1,205,722 $ 1,154,471 $ 1,100,954 $ 1,147,332 $ 1,128,784 $ 1,300,000 $ 2,091,437 $ 14,722,435 Payroll 207, , , , , , , ,760 1,301, ,697 1,317,443 3,201,682 12,550,652 Debt Services , ,035,106 3,768,418 Library Expenses , ,556 35, , ,000 RAN Repayment , ,295 Other 1,000 8,000 72, , , , ,000 94,000 99,602 96, ,602 Total Disbursements: $ 1,035,605 $ 906,923 $ 2,452,625 $ 2,557,261 $ 2,759,880 $ 2,914,944 $ 2,122,966 $ 2,160,714 $ 2,548,288 $ 2,151,232 $ 2,617,443 $ 9,086,521 $ 33,314,401 Ending Balances: $ 3,654,195 $ 3,288,578 $ 8,795,090 $ 10,745,780 $ 9,224,715 $ 7,854,272 $ 7,923,122 $ 6,534,747 $ 11,835,458 $ 10,521,630 $ 9,403,187 $ 2,574,351 Note: Beginning Balance includes $750,000 RAN proceeds delivered on June 16, 2017.

5 APPENDIX - A PROJECTED MONTHLY CASH FLOW MONTH Cash Flow July August September October November December January February March April May June TOTAL Beginning Balance: $ 3,074,351 $ 1,176,401 $ 24,354 $ 4,334,504 $ 7,636,804 $ 6,428,104 $ 4,284,355 $ 4,334,905 $ 2,645,505 $ 6,346,155 $ 6,253,172 $ 7,503,572 Receipts: Real Property Taxes $ - $ - $ 4,500,000 $ 3,500,000 $ 500,000 $ - $ - $ - $ 1,000,000 $ 1,276,517 $ - $ - $ 10,776,517 Interest/Penalties Taxes ,000 1, ,000 Star Reimbursement ,000, ,000,000 State Revenues - 587,903 2,000,000 2,000, , , , ,000 4,500, ,000 3,000,000 2,000,000 16,187,903 RANs Interest Income ,900 Other Revenue 10,000 10,000 10,000 1,000 40,000 15,000 50,000 60, ,000 30, , ,912 1,235,912 Transfers , , , ,000 Total Receipts: $ 10,050 $ 597,953 $ 6,510,150 $ 5,502,300 $ 891,300 $ 715,250 $ 2,150,550 $ 510,600 $ 6,000,650 $ 2,007,017 $ 3,350,400 $ 2,360,012 $ 30,606,232 Total Available Cash $ 3,084,401 $ 1,774,354 $ 6,534,504 $ 9,836,804 $ 8,528,104 $ 7,143,354 $ 6,434,905 $ 4,845,505 $ 8,646,155 $ 8,353,172 $ 9,603,572 $ 9,863,584 Disbursements: Warrant $ 1,500,000 $ 1,400,000 $ 1,300,000 $ 1,300,000 $ 1,200,000 $ 1,400,000 $ 1,200,000 $ 1,300,000 $ 1,300,000 $ 1,100,000 $ 1,100,000 $ 1,896,421 $ 15,996,421 Payroll 400, , , , , , , ,000 1,000,000 1,000,000 1,000,000 3,402,000 12,502,000 Debt Services , ,629,000 3,187,999 RAN Repayment , ,000 Other 8,000-50, ,000 Total Disbursements: $ 1,908,000 $ 1,750,000 $ 2,200,000 $ 2,200,000 $ 2,100,000 $ 2,858,999 $ 2,100,000 $ 2,200,000 $ 2,300,000 $ 2,100,000 $ 2,100,000 $ 8,682,421 $ 32,499,420 Ending Balances: $ 1,176,401 $ 24,354 $ 4,334,504 $ 7,636,804 $ 6,428,104 $ 4,284,355 $ 4,334,905 $ 2,645,505 $ 6,346,155 $ 6,253,172 $ 7,503,572 $ 1,181,163 Note: Beginning Balance includes $500,000 RAN proceeds that are scheduled to be delivered on June 28, 2017.

6 PROPOSAL FOR NOTES Dr. J. Patrick Turbett, President of the Board of Education SALE DATE: June 7, 2017 Potsdam Central School District SALE TIME: 10:15 A.M., Prevailing Time St. Lawrence County, New York c/o Fiscal Advisors & Marketing, Inc. 120 Walton Street Suite 600 Syracuse, New York Telefax # (315) ST. LAWRENCE COUNTY, NEW YORK $500,000 Revenue Anticipation Notes, 2017 Dated: June 28, 2017 Maturity: June 28, 2018 Amount Interest Rate Premium Net Interest Cost (1) Bid $ % $ % (1) The computation of the net interest cost is made as provided in the above-mentioned Notice of Sale, but does not constitute any part of the foregoing Proposal for the purchase of the Notes therein described. Please select one of the following: (if no option is selected, the book-entry-only option will be assumed to have been selected by the purchaser) Book-Entry-Only registered to Cede & Co. Non Book-Entry, Registered to Purchaser Signature: Name of Bidder: Bank or Institution: Address: Telephone (Area Code): Address: Fax (Area Code): In additions to fax bids, bids may also be submitted electronically via Grant Street Group's MuniAuction website ("MuniAuction") in accordance with the Notice of Sale, until the time specified herein. No other form of electronic bidding services will be accepted. No bid will be received after the time for receiving bids specified above. No phone bids will be accepted. Once the bids are communicated electronically via MuniAuction or facsimile to the District, each bid will constitute an irrevocable offer to purchase the Notes pursuant to the terms provided in the Notice of Sale.