September 16, 2024

“Bond and Bond Anticipation Note: Jonathan P. Chines moved that we hereby determine, in accordance with G.L. c.70B, that the cost of the Memorial High School construction project authorized by vote of the Town passed on January 28, 2023 (Article 1) being financed and refinanced with proceeds of a portion of the Bonds defined below, together with all other bonds and notes of the Town previously issued to pay costs of this project, does not exceed the portion of the total cost of the project that is not being paid by the school facilities grant and we hereby approve the issuance of notes and bonds to finance this project under G.L. c.70B. Further Voted: that in order to reduce interest costs, the Treasurer is authorized to issue refunding bonds, at one time or from time to time, pursuant to Chapter 44, Section 21A of the General Laws, or pursuant to any other enabling authority, to refund all or a portion of the Town's $23,685,000 General Obligation Municipal Purpose Loan of 2013 Bonds dated July 11, 2013 maturing on and after July 1, 2025 (the "Refunded Bonds") and that the proceeds of any refunding bonds issued pursuant to this vote shall be used to pay the principal, redemption premium and interest on the Refunded Bonds and costs of issuance of the refunding bonds. Further Voted: that the sale of the $97,450,000 General Obligation Municipal Purpose Loan of 2024 Bonds of the Town dated September 19, 2024 (the "Bonds"), to J.P. Morgan Securities LLC at the price of $103,935,906.98 and accrued interest, if any, is hereby approved and confirmed. The Bonds shall be payable on September 15 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 $ 630,000 5.00% 2036 $ 3,535,000 5.00% 2026 2,440,000 5.00 2037 3,715,000 5.00 2027 2,570,000 5.00 2038 3,885,000 4.00 2028 2,695,000 5.00 2039 2,620,000 4.00 2029 2,780,000 5.00 2040 2,725,000 4.00 2030 2,925,000 5.00 2041 2,835,000 4.00 2031 3,075,000 5.00 2042 2,955,000 4.00 2032 3,235,000 5.00 2043 3,075,000 4.00 2033 3,040,000 5.00 2044 3,200,000 4.00 2034 3,205,000 5.00 2049 18,055,000 4.00 2035 3,360,000 5.00 2054 20,895,000 4.00 Further Voted: that the Bonds maturing on September 15, 2049 and September 15, 2054 (each a "Term Bond") shall be subject to mandatory redemption or mature as follows: Term Bond due September 15, 2049 Date Principal Amount September 15, 2045 $3,325,000 September 15, 2046 3,465,000 September 15, 2047 3,605,000 September 15, 2048 3,750,000 September 15, 2049 (maturity) 3,910,000 Term Bond due September 15, 2054 Date Principal Amount September 15, 2050 $4,070,000 September 15, 2051 4,235,000 September 15, 2052 4,405,000 September 15, 2053 4,585,000 September 15, 2054 (maturity) 3,600,000 Further Voted: to approve the sale of $1,917,000 5.25 percent General Obligation Bond Anticipation Notes (Subject to Federal and Massachusetts Income Taxation) (the "Notes") of the Town dated September 20, 2024, and payable September 18, 2025, to Fidelity Capital Markets, a division of National Financial Services LLC at par and accrued interest, if any, plus a premium of $4,006.53. 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 3, 2024, and a final Official Statement dated September 10, 2024 (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 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 3, 2024, and a final Official Statement dated September 10, 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 Official Statement. Further Voted: to authorize the execution and delivery of a Refunding Escrow Agreement to be dated September 19, 2024, between the Town and U.S. Bank Trust Company, National Association as Refunding Escrow Agent. Further Voted: that the Town Treasurer and the Town Council 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 Town Council, 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. Edward F. Dombroski, Jr. seconded. The motion passed 7-0-0 by roll call vote..” (Motion: Chines, second: Dombroski)

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