September 18, 2024

“Mr. Brown moved that as the Clerk of the Select Board of the Town of Pembroke, Massachusetts (the "Town"), certify that at a meeting of the board held September 18, 2024, 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 $16,985,000 General Obligation Municipal Purpose Loan of 2024 Bonds of the Town dated September 26, 2024 (the "Bonds") to Roosevelt & Cross, Inc. at the price of $18,618,069.02 and accrued interest, if any, is hereby approved and confirmed. The Bonds shall be payable on August 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 2025 $1,245,000 5.000% 2035 $780,000 4.000% 2026 1,245,000 5.000 2036 780,000 4.000 2027 1,235,000 5.000 2037 735,000 4.000 2028 1,220,000 5.000 2038 690,000 4.000 2029 1,215,000 5.000 2039 650,000 4.000 2030 1,025,000 5.000 2040 475,000 3.250 2031 1,000,000 5.000 2041 475,000 3.375 2032 970,000 5.000 2042 475,000 3.500 2033 930,000 5.000 2043 475,000 4.000 2034 890,000 5.000 2044 475,000 4.000 Further Voted: to approve the sale of $18,380,000 4.00 percent General Obligation Bond Anticipation Notes of the Town dated September 27, 2024, and payable September 26, 2025 (the "Notes"), to Jefferies LLC at par and accrued interest, if any, plus a premium of $208,613. 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 September 4, 2024, and a final Official Statement dated September 11, 2024 (the "Bond 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 in connection with the marketing and sale of the Notes, the preparation and distribution of a Notice of Sale and Preliminary Official Statement dated September 4, 2024, and a final Official Statement dated September 11, 2024, 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 Bond Official Statement. Further Voted: that the Town Treasurer and the Select Board be, and hereby are, authorized to execute and deliver continuing and significant events disclosure undertakings in compliance with SEC Rule 15c2-12 in such forms as may be approved by bond counsel to the Town, which undertakings shall be incorporated by reference in the Bonds and Notes, as applicable, for the benefit of the holders of the Bonds and Notes 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 Bonds and Notes and to comply with relevant securities laws. Further Voted: that any certificates or documents relating to the Bonds and the Notes (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 Select Board, 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. The motion was seconded by Mr. Trabucco, it passed unanimously..” (Motion: Brown, second: Trabucco)

Read it in the official minutes, page 1 (PDF)