June 17, 2014
The meeting of the Board of Selectmen was called to order at 6:15 p.m. by Chairman Connor with Mr. Mayhew, Mr. Soter, Mr. Spencer and Mr. Martinis in attendance.
Mr. Laviolette presented the Board with two proposed motions (prepared by Bond Counsel (attached). Mr. Laviolette explained the Town had solicited quotes for short term borrowing associated with previously authorized projects including Town wide water improvements and the Police Station reconstruction project.
On a Mayhew/Soter motion, the Board unanimously voted the following:
(1) That the Town shall issue a bond or bonds in an aggregate principal amount not to exceed $15,400,000 (the “Bonds”) pursuant to Chapters 29C and 44 of the General Laws and a vote of the Town passed October 10, 2012 (Article 16), which authorized a total borrowing of $15,400,000 for the drinking water project identified in such vote (the “Project”);
(2) that in anticipation of the issuance of the Bonds the Treasurer is authorized to issue an interim loan note or notes (the “Notes”) from time to time in an aggregate principal amount not to exceed $15,400,000;
(3) that each Bond or Note shall be issued as a single registered security, and sold to the Massachusetts Water Pollution Abatement Trust (the “Trust”) at a price determined pursuant to the Financing Agreement;
(4) that the Treasurer is authorized to determine the date, the form, the maximum interest rate and the principal maturities of each Bond and Note, and to execute a Financing Agreement (or Agreements) with the Trust with respect to the sale of the Bonds and Notes, such date, form and maturities and the specific interest rate or rates of the Bonds and Notes to be approved by a majority of the Board of Selectmen and the Treasurer and evidenced by their execution of the Bonds or Notes;
(5) that all action taken to date by the Town and its officers and agents to carry out the Project and its financing, including the execution of any loan commitment or agreement by the Treasurer, are hereby ratified, approved and confirmed; and
(6) that the Treasurer and the other appropriate Town officials are each hereby authorized to take any and all actions necessary or convenient to carry out the provisions of this vote, including execution and delivery of the Financing Agreement(s) and the Project Regulatory Agreement(s) relating to the Project.
Minutes of June 17, 2014
Page 2
On a Mayhew/Spencer motion, the Board unanimously voted the following:
Voted: to approve the sale of a $3,602,195 1.75 percent General Obligation Bond Anticipation Note (the “Note”) of the Town dated June 26, 2014 and payable September 5, 2014, to TD Securities (USA) LLC, at par plus a premium of $10,806.58.
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 June 4, 2014, and a final Official Statement dated June 11, 2014, 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 Town Treasurer and the Board of Selectmen be, and hereby are, authorized to execute and deliver a significant events 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 Notes for the benefit of the holders of the Notes from time to time.
Further Voted: that we authorize and direct the Treasurer to establish post issuance federal tax compliance procedures in such form as the 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 Notes.
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.
On a Soter/Mayhew motion, the Board unanimously voted to adjourn at 6:30 p.m.
Respectfully submitted,
Denis C. Fraine
Town Administrator
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