Appropriation Order (Somerville) Poplar Street Pump Station - enterprise fund - Union Square DIF 11_2022 — File 22-2017

AN ORDER MAKING AN APPROPRIATION OF $89,332,819 FOR THE COSTS OF THE DESIGN AND CONSTRUCTION OF THE POPLAR STREET PUMP STATION LOCATED WITHIN THE UNION SQUARE DIF DEVELOPMENT DISTRICT AND AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $89,332,819 BONDS OF THE CITY TO MEET SAID APPROPRIATION Ordered: Section 1. That, the Mayor’s request for approval of the City Council to make an appropriation of $89,332,819 for the costs of financing the design, construction and equipping of the Poplar Street Pump Station located within the Union Square DIF Development District, including all costs incidental or related thereto, and authorizing the City Treasurer, with the approval of the Mayor to issue not exceeding $89,332,819 bonds of the City to meet said appropriation and pending the issuance thereof the making of temporary borrowings for such purpose, which borrowing, while a general obligation of the City, is expected to have the debt service thereon paid with sewer enterprise fund revenues, is hereby approved, and further, that the Mayor and the City Treasurer are the officers authorized to issue and sell said bonds or bond anticipation notes in accordance with the provisions set forth herein and in Chapter 44 and/or Chapter 40Q of the General Laws of Massachusetts or any other enabling authority, and further, that the Mayor is authorized to take any other action necessary or convenient to carry out the purposes of this Order. Section 2. Any bonds or notes authorized pursuant to this Order that are issued pursuant to Chapter 40Q of the General Laws shall be secured in the manner and payable from the sources of revenue identified in the Union Square Development Program or in amendments to the Union Square Development Program to be adopted by the City Council, which may include designating the Union Square DIF Development District as an invested revenue district pursuant to Chapter 40Q of the General Laws. Section 3. The bonds shall bear such rate or rates of interest as shall be determined by the Mayor and the City Treasurer. They shall be general obligations of the City and each of the bonds shall recite that every requirement of law relating to its issue has been duly complied with and that such bond is within every debt and other limit subscribed by law and that the full faith and credit of the City are pledged to the payment of the principal thereof and interest thereon. Said bonds shall be sold by the City Treasurer with the approval of the Mayor, in a competitive offering or by negotiation, in their discretion. If sold in a competitive offering, the bonds shall be sold at not less than ninety-eight percent of their face amount and accrued interest on the basis of the lowest net or true interest cost to the City. If the bonds are sold by negotiation, the purchase agreement shall be subject to the approval of the Mayor and the City Treasurer, and their execution thereof shall be deemed as conclusive evidence of such approval.

Section 4. The City hereby expresses its official intent pursuant to §1.150-2 of the Federal Income Tax Regulations, Title 26 (the “Regulations”), to reimburse expenditures paid sixty days prior to and anytime after the date of passage of this Order in the maximum amount and for the project defined in Section 1 with the proceeds of bonds, notes, or other obligations authorized to be issued by the City. The bonds shall be issued to reimburse such expenditures not later than 18 months after the later of the date of the expenditure or the substantial completion of the project, or such later date the Regulations may authorize. The City hereby certifies that the intention to reimburse as expressed herein is based upon its reasonable expectations as of this date. The City Treasurer or his designee is authorized to pay project expenses in accordance herewith pending the issuance of reimbursement bonds, and to amend this declaration. Section 5. The Mayor and the City Treasurer are hereby authorized, on behalf of the City to enter into agreements or otherwise covenant for the benefit of bondholders, to provide information on an annual or other periodic basis to the Municipal Securities Rulemaking Board (the “MSRB”) and to provide notices to the MSRB of material events as enumerated in Securities and Exchange Commission Exchange Act Rule 15c2-12, as amended, as may be necessary, appropriate or desirable to effect the sale of the bonds and notes authorized by this Order. Any agreements or representations to provide information to the MSRB made prior hereto are hereby confirmed, ratified and approved. Section 6. The amount appropriated herein may be expended subject to approval of the Mayor and City Treasurer for costs of issuance of the bonds and additional fees associated with the provision of credit enhancement, including letters of credit or municipal bond insurance deemed necessary or desirable by them in connection with the issuance of the bonds and they are authorized to execute such reimbursement agreements, remarketing agreements, standby bond purchase agreements or other customary agreements as are normally required in connection therewith. 130533802v.1