April 4, 2022

“Mr. McGee, as clerk, read into the record the Vote of the Board of Selectmen in its entirety as follows: I, the Clerk of the Board of Selectmen of the Town of Duxbury, Massachusetts (the "Town"), certify that at a meeting of the board held April 4, 2022, of which meeting all members of the board were duly notified and at which a quorum was present, the following votes were unanimously passed, all of which appear upon the official record of the board in my custody: Voted: that the sale of the $3,015,000 General Obligation Municipal Purpose Loan of 2022 Bonds, Series A of the Town dated April 11, 2022 (the "Series A Bonds"), to Stifel, Nicolaus & Co., Inc., at the price of $3,059,596.00 and accrued interest, if any, is hereby approved and confirmed. The Series A Bonds shall be payable on April 1 of the years and in the principal amounts and bear interest at the respective rates, as follows: Interest Interest Year Amount Rate Year Amount Rate 2023 $185,000 4.00% 2031 $170,000 3.00% 2024 185,000 4.00 2032 170,000 3.00 2025 185,000 4.00 2033 170,000 3.00 2026 180,000 3.00 2034 170,000 3.00 2027 180,000 3.00 2036 340,000 3.00 2028 175,000 3.00 2038 250,000 3.00 2029 175,000 3.00 2042 305,000 3.00 2030 175,000 3.00 Further Voted: that the Series A Bonds maturing on April 1, 2036, April 1, 2038 and April 1, 2042 (each a "Term Bond") shall be subject to mandatory redemption or mature as follows: Term Bond due April 1, 2036 Year Amount 2035 $170,000 2036* 170,000 *Final Maturity Term Bond due April 1, 2038 Year Amount 2037 $170,000 2038* 80,000 *Final Maturity Term Bond due April 1, 2042 Year Amount 2039 $80,000 2040 75,000 2041 75,000 2042* 75,000 *Final Maturity Further Voted: that the sale of the $1,500,000 General Obligation Land Acquisition Bonds, Series B (Subject to Federal and Massachusetts Income Taxation) of the Town dated April 11, 2022 (the "Series B Bonds," and together with the Series A Bonds, the "Bonds"), to Stifel, Nicolaus & Co., Inc., at the price of $1,521,398.00 and accrued interest, if any, is hereby approved and confirmed. The Series B Bonds shall be payable on April 1 of the years and in the principal amounts and bear interest at the respective rates, as follows: Interest Interest Year Amount Rate Year Amount Rate 2023 $100,000 5.000% 2029 $100,000 4.500% 2024 100,000 5.000 2030 100,000 4.500 2025 100,000 5.000 2032 200,000 3.250 2026 100,000 5.000 2034 200,000 3.375 2027 100,000 5.000 2037 300,000 3.625 2028 100,000 5.000 Further Voted: that the Series B Bonds maturing on April 1, 2032, April 1, 2034 and April 1, 2037 (each a "Term Bond") shall be subject to mandatory redemption or mature as follows: Term Bond due April 1, 2032 Year Amount 2031 $100,000 2032* 100,000 *Final Maturity Term Bond due April 1, 2034 Year Amount 2033 $100,000 2034* 100,000 *Final Maturity Term Bond due April 1, 2037 Year Amount 2035 $100,000 2036 100,000 2037* 100,000 *Final Maturity Further Voted: that in connection with the marketing and sale of the Bonds, the preparation and distribution of a Notice of Sale and Preliminary Official Statement dated March 21, 2022, and a final Official Statement dated March 28, 2022 (the "Official Statement"), each in such form as may be approved by the Town Treasurer, be and hereby are ratified, confirmed, approved and adopted. Further Voted: that the Bonds shall be subject to redemption, at the option of the Town, upon such terms and conditions as are set forth in the Official Statement. Further Voted: that the Town Treasurer and the Board of Selectmen be, and hereby are, authorized to execute and deliver a continuing disclosure undertaking in compliance with SEC Rule 15c2-12 in such form as may be approved by bond counsel to the Town, which undertaking shall be incorporated by reference in the Bonds for the benefit of the holders of the Bonds from time to time. Further Voted: that we authorize and direct the Town Treasurer to establish post issuance federal tax compliance procedures and continuing disclosure procedures in such forms as the Town Treasurer and bond counsel deem sufficient, or if such procedures are currently in place, to review and update said procedures, in order to monitor and maintain the tax-exempt status of the Series A Bonds and to comply with relevant securities laws. Further Voted: that any certificates or documents relating to the Bonds (collectively, the "Documents"), may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document; delivery of an executed counterpart of a signature page to a Document by electronic mail in a ".pdf" file or by other electronic transmission shall be as effective as delivery of a manually executed counterpart signature page to such Document; and electronic signatures on any of the Documents shall be deemed original signatures for the purposes of the Documents and all matters relating thereto, having the same legal effect as original signatures. Further Voted: that each member of the Board of Selectmen, the Town Clerk and the Town Treasurer be and hereby are, authorized to take any and all such actions, and execute and deliver such certificates, receipts or other documents as may be determined by them, or any of them, to be necessary or convenient to carry into effect the provisions of the foregoing votes. I further certify that the votes were taken at a meeting open to the public, that no vote was taken by secret ballot, that a notice stating the place, date, time and agenda for the meeting (which agenda included the adoption of the above votes) was filed with the Town Clerk and a copy thereof posted in a manner conspicuously visible to the public at all hours in or on the municipal building that the office of the Town Clerk is located or, if applicable, in accordance with an alternative method of notice prescribed or approved by the Attorney General as set forth in 940 CMR 29.03(2)(b), at least 48 hours, not including Saturdays, Sundays and legal holidays, prior to the time of the meeting and remained so posted at the time of the meeting, that no deliberations or decision in connection with the sale of the Bonds were taken in executive session, all in accordance with G.L. c.30A, §§18-25, as amended. Dated: April 4, 2022 Seconded by Ms. MacNab Vote: 5:0:0.” (second: MacNab)

Read it in the official minutes, page 2 (PDF)