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HomeMy WebLinkAbout10/17/1991 - Regular~` ~J A r ~-, a ~~, .~ r . =,,n _. 1 ~~ ~ -~ ,., r ~ r f- ` ' _ t,,.. ~. t r°- I .- r._ ~~~ ----_._ _ ~ /~ of the Board is authorized and directed to execute and deliver the Official Statement with respect to the issuance and sale of the Bonds in substantially the form of the Preliminary Official Statement with such changes that are not inconsistent with Rule 15c-2-12 as such officer may consider necessary or desirable in connection therewith and such Official Statement is hereby approved. 3. Approval and Execution of Bond Purchase Agreement The Bond Purchase Agreement is approved in substantially the form submitted at this meeting, with such changes, insertions or omissions as may be approved by the Chairman of the Board or the County Administrator, whose approval shall be evidenced conclusively by the execution and delivery of the Bond Purchase Agreement. The execution and delivery of the Bond Purchase Agreement is approved, ratified and confirmed. 4. Further Actions. The Chairman of the Board and the County Administrator, and such officers and agents of the County as either of them may designate, are authorized and directed to do and perform such things and acts as they shall deem necessary or appropriate to carry out the transactions authorized by this Resolution or contemplated by the Bonds and the Bond Purchase Agreement, and all of the foregoing previously done or performed by such officers or agents of the County are in all respects approved, ratified and confirmed. 5. Filina of Resolution The County Attorney is authorized and directed to file a certified copy of this Resolution with the Circuit Court of the County of Roanoke, Virginia pursuant to Section 15.1-227.9 of the Code of Virginia of 1950, as amended. 6. Effective Date. This Resolution shall take effect immediately. On motion of Supervisor Johnson to adopt the resolution, and carried by the following recorded vote: AYES: Supervisors Robers, Johnson, Nickens, McGraw NAYS: Supervisor Eddy A COPY TESTE: Mary H. Allen, Clerk Roanoke County Board of Supervisors cc: File Bond Counsel Circuit Court Judge Alfred C. Anderson, County Treasurer Diane D. Hyatt, Director, Finance Paul M. Mahoney, County Attorney John R. Hubbard, Assistant County Administrator The undersigned Clerk of the Board of Supervisors of the County of Roanoke, Virginia, certifies that the foregoing constitutes a true, complete and correct copy of the Resolution 101791-1 adopted at a special meeting of the Board of Supervisors of the County of Roanoke, Virginia, held on October 17, 1991. Dated:_ 10/18/91 rnC~.J~.~~- ~ , Mary H. lien Clerk, Board of Supervisors, County of Roanoke, Virginia [SEAL] 3 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER, THURSDAY, OCTOBER 17, 1991 RESOLUTION 101791-2 OF THE BOARD OF SUPERVISORS OF THE COUNTY OF ROANORE, VIRGINIA WITH RESPECT TO WATER SYSTEM REVENUE BONDS, SERIES 1991 The Board of Supervisors ("Board") of the County of Roanoke, Virginia ("County") adopted a Resolution on August 27, 1991 ("Resolution"), authorizing the issuance and sale of the County's Water System Revenue Bonds, Series 1991 ("Bonds"). The Bonds will be issued pursuant to the following documents: (i) Master Indenture of Trust, dated as of October 1, 1991, between the County and Crestar Bank, as Trustee ("Trustee"); (ii) First Supplemental Indenture of Trust, dated as of October 1, 1991, between the County and the Trustee; (iii) Preliminary Official Statement with respect to the sale of the Bonds, dated October 4, 1991; and (iv) Bond Purchase Agreement, dated October 17, 1991 ("Bond Purchase Agreement") among the County and Alex. Brown & Sons, Incorporated, Craigie Incorporated, Merrill Lynch & Co. and Scott & Stringfellow Investment Corp., as Underwriters ("Underwriters"). All of the documents listed above, except the Preliminary Official Statement, are referred to in this Resolution as the "Basic Documents". NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF ROANOKE, VIRGINIA; 1. Ratification of Terms. The issuance and sale of the Bonds in the amount and upon the terms and conditions set forth in the Basic Documents are approved and ratified. 2. Ratification of Preliminary Official Statement; Execution of Official Statement. The Preliminary Official Statement is deemed final as of its date except for the omission of certain information such as offering prices, interest rates, selling compensation and other information permitted by Rule 15c-2- 12 (b) of the Securities and Exchange Commission. The Chairman of the Board is authorized and directed to execute and deliver the Official Statement with respect to the issuance and sale of the Bonds in substantially the form of the Preliminary Official Statement with such changes that are not inconsistent with Rule 15c-2-12 as such officer may consider necessary or desirable in connection therewith and such Official Statement is hereby approved. 3. AUnroval and Execution of Basic Documents The Basic Documents are approved in substantially the forms submitted to the County at this meeting with such changes, insertions or omissions (including, without limitation, changes of the dates thereof) as may be approved by the Chairman of the Board or the County Administrator, whose approval shall be evidenced conclusively by the execution and delivery of the Basic Documents. The execution and delivery of and performance by the County of the Basic Documents are authorized. 4. Ratification of Escrow Agreement The County has defeased the outstanding principal amount of its $960,000 Water System Revenue Bond, Series 1988A ("VRA Bond") pursuant to the Escrow Agreement, dated as of October 1, 1991 ("Escrow Agreement") among the County, Crestar Bank, as Escrow Agent and the Virginia Resources Authority. The execution and delivery of the Escrow Agreement and all actions in connection with the defeasance of the VRA Bond taken or required to be taken by the County Administrator, and such officers and agents of the County as he may designate, are hereby approved, ratified and confirmed. 5. Further Actions. The County Administrator, and such officers and agents of the County as he may designate, are authorized to execute and deliver on behalf of the County such instruments, documents or certificates, and to do and perform such things and acts, as they shall deem necessary or appropriate to carry out the transactions authorized by this Resolution or contemplated by the Bonds, the Escrow Agreement and the Basic Documents; and all of the foregoing, previously done or performed by such officers or agents of the County, are in all respects approved, ratified and confirmed. 6. Filing of Resolution The County Attorney is authorized and directed to file a certified copy of this Resolution with the Circuit Court of the County of Roanoke, Virginia pursuant to Sections 15.1-227.9 of the Code of Virginia of 1950, as amended. 7. Effective Date. This Resolution shall take effect immediately. On motion of Supervisor Johnson to adopt the resolution, and carried by the following recorded vote: AYES: Supervisors Robers, Johnson, Nickens, McGraw 3 NAYS: Supervisor Eddy A COPY TESTE: Mary H. A len, Clerk Roanoke County Board of Supervisors cc: File Bond Counsel Circuit Court Judge Alfred C. Anderson, County Treasurer Diane D. Hyatt, Director, Finance Paul M. Mahoney, County Attorney John R. Hubbard, Assistant County Administrator The undersigned Clerk of the Board of Supervisors of the County of Roanoke, Virginia, certifies that the foregoing constitutes a true, complete and correct copy of the Resolution 101791-2 adopted at a special meeting of the Board of Supervisors of the County of Roanoke, Virginia, held o-n~ JOctober 17, 1991. Dated: lOf 18/91 ~7~~ /'~ - Mary H. Allen Clerk, Board of Supervisors County of Roanoke, Virginia [SEAL] 4 .~ ,~ r AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANORE COUNTY, VIRGINIA, HELD AT THE ROANORE COUNTY ADMINISTRATION CENTER ON TUESDAY, OCTOBER 17, 1991 RESOLUTION 101791-3 CERTIFYING ERECUTIVE MEETING WAS HELD IN CONFORMITY WITH THE CODE OF VIRGINIA WHEREAS, the Board of Supervisors of Roanoke County, Virginia has convened an executive meeting on this date pursuant to an affirmative recorded vote and in accordance with the provisions of The Virginia Freedom of Information Act; and WHEREAS, Section 2.1-344.1 of the Code of Virginia requires a certification by the Board of Supervisors of Roanoke County, Virginia, that such executive meeting was conducted in conformity with Virginia law. NOW, THEREFORE, BE IT RESOLVED, that the Board of Supervisors of Roanoke County, Virginia, hereby certifies that, to the best of each members knowledge: 1. Only public business matters lawfully exempted from open meeting requirements by Virginia law were discussed in the executive meeting which this certification resolution applies, and 2. Only such public business matters as were identified in the motion convening the executive meeting were heard, discussed or considered by the Board of Supervisors of Roanoke County, Virginia. On motion of Supervisor Johnson, and carried by the following recorded vote: AYES: Supervisors Eddy, McGraw, Johnson, Nickens, Robers NAYS: None A COPY TESTE: ~~~~ ~« Mary H. Allen, Clerk Roanoke County Board of Supervisors cc: File Executive Session o~ aoan, ~~ A ~ G7 AI '' a ~~~n '~ ALL-ANt~ ~g ~so~ ,:J j L~~x EARS/ $$ ' ~~ SFSaVICENTEN~-1P~' RO,~ 1-TO~ CO ~-~ BCi,Lh/„/Begrmm~g t~l~ UNTy BOARD OF SUPERVISORS ~•9 • ACTION AGENDA OCTOBER 17, 1991 Welcome to the Roanoke County Board of Supervisors meetin , meetings are held on the second Tuesday and the fourth Tuesda atg3100 P•m. Public hearings are held at 7:00 p.m on the fourth Tuesday of each month. A. OPENING ~REMONIES (3:00 P.1VI•) 1• Roll Call ALL PRESENT AT 3:11 P.M. IlWOCATION BY JOHN CHAMBLISS AND pI.EDGE BY ALL P RESENT B• WORK SESSION 1• Financing of the Spring Hollow Water Project PRESENTED BY: DIANE HYATT, DIRECTOR OF FINANCE ~ JOHNSON, WHEAT FIRST SECURITIES KEVIN QUINN, ALEX BROWN & SONS, INC. GEORGE SCRUGGS, BOND COUNSEL C. NEW BUSINESS 1. Acceptance of Sale of $15 million General Obligation Bonds. R-101791-1 BLJ MOTION TO ADOPT RESO AYES-RWR,BLJ,HCN,SAM NAYS-LBE LBE PRESENTED COMMENTS TO BE INCLUDED IN MINUTES BL.T ADVISED HE WOULD ALSO PREPARE COMMENTS TO BE INCLUDED IN 1~~IINUTES 2. Acceptance of sale of $59,731,874 Water System Revenue Bonds. R-101791-2 BI{T MOTION TO ADOPT RESO AYES-RWR,BLJ,HCN,SAM NAYS-LBE E. EXECUTIVE SESSION HCN MOTION AT 4:05 PURSUANT TO CODE OF VA. 2.1-344a (7) for CONSULTATION WITH LEGAL COUNSEL REGARDING LANDFILL CONTRACT NEGOTIATIONS - URC F. CERTIFICATION RESOLUTION R-101791-3 BI{T AT 5:03 P.M. - URC D. ADJOURNMENT BIB MOTION AT 5:04 P.M. - URC M~ T -•, H v ~ z ~ ~ v ~ ~.-.~ • ~ o ~ ~; ~ a ~ ~ ~ O W ~, ~, a '~~ •~ ~ ~ ~ ~ ~~ O ~, ~ ~ y ~ Z ~ ~ ~ c O ,~ ~ ~ ~ ay V ,~ ~ ~ c a ~ w N ~ x ~ ~~ O ~ ~ ~ ~, •~ ~ ~ N ~ ~ ~ ~ .~ A ~ ~ o ~ w 0 O O O V .~ ~ ~ ~U cct ~,. . C +~+ ~+ cCi ~, v 3 'o o a o ~ ~ ~ an ~ '~ a C ~ ~ ^~ a ~ ~ U ~~ ~ ~ U ~ c~ ~ ~ ~ E-" ...~ ;. a ~ ~ ~ ~ ~ ~ ~ ~ v~ o ~ ~ '~ ~ C •,-, a~ a ~ o t~, v~ ' • ~ • • w V r-+ N M ~' ~ •-, O~ r..~ :.,: , ~~ r--a .. ~ ~ N r-+ r-+ ,-~ .. O~ ~ ~ M 00 N ~ ® `'~ ~ O . cti .~' .-~' ~ b~A ~ O O N w ~ H _ .U ~ ~ ~ T~ V ~ •~ U v .o ~ ~ a ~ ~ ~ ~, ~ 0 ~ ~~ ~ ~ ~ O ~ ~ ~, ~;, '~ ~ ~ • V ci ~ ~ . ~ ~ _ ~ ~ L ~ +.~ v ~ O '`~ , ~ ao ~ p o . ~ ~ o ~ ~ ~v ~ ~ ~ ~ ~ ,~ `ti ~ ~ p ~ . ~ cy a~ ~ ~ ~ v ~ oa ~ Q' .~ ~ ~ ~~ •~ Q 0 ~ O "L~ ~ O ~ t--+ O ^'' c~ ~""~ ~ r--i O~ ~ ~ ~ r "'" O U ~ ~ C .~ M~1 ~ ~ N ~ ~ • ~ ~ ~ ~ , bq ~ ~ ,~ --~ r--i ~ ti ~. 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N M .. -~ r, v N I N ~ N ,.~ O M ~ N M r. ~ ~? ~ ~ ~ '"~' ^ ~ .~ I ..r ^' N d~ ~p ~ N ~ I N ~ N ~p v I O oo N v O~ O~ "~ N a C ti h ~ ~ 'C O 4 s ~_ 0. ~ u ~ p E-~ ~ ~ ~ b ° U p .~ ~ ~ ~ tr. .p v q ~ .~ ~'' ~ ~ ~ ~ _ A ~ ~' ~ ,,.., b U ~ •^ ~ o 0 w w w Q Q A C/~ 'E'-^~ Vl O U W U H ~N r~ ~ V 1 ~-r M~M O h~ ~ W ~ A o ~ ~ ~ ~ ~ ~ w ~ O ~ z O V 0 a .~ c a c .~ a a a M 0 M 1/"1 N o ~, 0 0 ~D tI~ ~ M N r' County of Roanoke, Virginia $15,000,000 General Obligation Water System Bonds Series 1991 $59,731,874 Water System Revenue Bonds Series 1991 Spring Hollow Water Project Final Pricing Book October 17, 1991 COUNTY OF ROANOKE, VIRGINIA SPRING HOLLOW WATER PROJECT . ection 1 General Obligation Water System Bonds, Series 1991 • Preliminary Official Statement Cover • Final Pricing Summary • Debt Service Schedule 2 Water System Revenue Bonds, Series 1991 • Preliminary Official Statement Cover • Final Pricing Summary • Debt Service Schedule • Water System Cash Flow Report 3 Recent Tax-Exempt Pricing Comparables 4 Recent Interest Rate History • 30-year Treasury Bond Rates versus The Bond Buver - 25 Revenue Bond Index and 11 Bond G.O. Index 5 Recent Tax-Exempt Bond Market News Moody's Municipal Credit Reports • General Obligation Water System Bonds • Water System Revenue Bonds ~ Standard & Poor's CreditWeek • Water System Revenue Bonds ALE: X ~" BROWN.. SONS` 1NCpRPORATE,D, PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER 4, 1991 In the opinion of Bond Co he Bonds I1) w 11 o be included incgross~ndome for fede~adincomestax purposes, "Tax Exemption. 'interest on tf p f f p rp (?) will not be a specific e gem t~ om income taxat on by the Commonwealth of Virginia ~ Such int re~ may be ° individuals, and 13) will b p .fi" ~~ included in the calculation of a corporation's alternative minimum taxable income and will be subject to of er federal income tax consequences as described in the section herein "Tax Exemption. " - - ~ .= Ratings: Moody's ....... . NEW ISSUE ' y BOOK-ENTRY-ONLY :s $15,000,000 Standard & Poor's ... AA County of Roanoke, Virginia General Obligation Water System Bonds, Series 1991 Due: June 1, as shown below tted: October 1, 1991 Virginia, for the payment of which the Board The Bonds are general obligations of the County of Roanoke, Supervisors of the County is authorized to levy and collect an annual ad valorem tax, unlimited as to rate or nount, upon all property ~n the County subject to local taxation. The Bonds are issuable as fully registered bn the name of Cede & Co , as nominee of TheSDepos tory Trgurst .ultiples thereof. The Bonds will be«DTC"). DTC will act as securities depository for the Bonds. Individual ompany, New York, New York urchases will be made in boertificates~epresentingthherintepesta n Bonds pur~haseda Interest on the Bonds will urchasers will not receive c remium, e payable semi-annually Bonds will be made by wire~transfert to DTC or its nom n e Cede & Co ctfor disbursement any, and interest on the ~ DTC Participants, as herein defined, to be disbursed subsequently to the Beneficial Owners of Bon s, as lescribed in the section entitled "Book-Entry-Only System." This cover page contains certaiential to the malting of an informed inlvestment decision~d read the entire Official statement to obtain information ess The Bonds are subject to optional and mandatory redemption before their respective maturities as describe Herein in the section entitled "Description of the Bonds-Redemption Provisions." S OR YIELDS AMOUNTS, INTEREST RATES AND PRICE MATURITIES , Initial Initial Interest ORering Interest ORering . Rate Price/Yield Year Amount Year Amount' Price/Yield R_te 2000 $285,000 1992 $185,000 2001 300,000 1993 195,000 2002 320,000 1994 205,000 2003 340,000 1995 215,000 2004 360,000 1996 225,000 2005 385,000 1997 240,000 2006 410,000 1998 255,000 1999 265,000 490,000' Term Bonds due June 1, 2011 @ $2 , $8,325,000' Term Bonds due June 1, 2021 @ (Accrued interest to be added from October 1, 1991) The Bonds are offered fo hmond Viwrh niaaBond tCounsel~as described he~ein. Certain legal matters will be Woods, Battle & Boothe, Rtc g passed upon for the Underwritersb y~ehei~~iogul h DTCIin NcewutYork, New Bork, on os abouRNo ember 1rg991. The Bonds will be available ford ry g ALEX. BROWN S~ SONS INCORPORATED MERRILL LYNCH & Co. CRAIGIE INCORPORATED SCOTT ~ STRINGFELLOW INVESTMENT CORP. Dated: , 1991 'Preliminary, subject to change Final Pricing Summary $15,000,000 County of Roanoke, Virginia General Obligation Water System Bonds Series 1991 Maturity ~~ 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 Ratings: Moody's S&P True Interest Cost: Bond Arbitrage Yield: Series 1991 Principal Am n $200,000 205,000 215,000 225,000 240,000 250,000 265,000 280,000 295,000 310,000 330,000 350,000 370,000 390,000 415,000 2011 2,515,000 2021 8,145,000 pricing Date: October 15, 1991 Aa AA 6.4813% 6.4132% Ol1D~n Yi 1 ~~ 25% 4 4.25% 100.000% . 55% 4 4.55% 100.000% . 75% 4 4.75% 100.000% . 10% 5 5.10% 100.000% . 25% 5 5.25% 100.000% . 40% 5 5.40% 100.000% . 50% 5 5.50% 100.000% . 60% 5 5.60% 100.000% . 70% 5 5.70% 100.000% . 80% 5 5.80% 100.000% . 90% 5 5.90% 100.000% . 00% 6 6.00% 100.000% . 10% 6 6.10% 100.000% . 20% 6 6.20% 100.000% . 6.30% 6.30% 100.000% 6.375% 6.45% 99.167% 6.50% 6.55% 99.344% 2 Roanoke County, Virginia General Obligation Water System Bonds, Series 1991 DEBT SERVICE SCHEDULE DATE PRINCIPAL COUPON INTEREST DEBT SERVICE 6/01/1992 200,000.00 4.25000X 55000X 4 622,524.17 286.26 925 822,524.17 1,130,286.26 6/01/1993 6/01/1994 205,000.00 215,000.00 . 4.75000X , 915,958.76 1,130,958.16 6/01/1995 225,000.00 0 5.10000X 5:25000% < 905,746.26 894;271.26 1,130,746.26 1,134,271.26 6<01Y1996 6/01/1997 240,000:0 250,000.00 5.40000X 881,671.26 26 1 1,131,671.26 26 171 133 1 6/01/1998 6/01/1999 265,000.00 280,000.00 5.50000X 5.60000X . 868,17 853,596.26 . , , 1,133,596.26 6/01/2000 295,000.00 " ` 5.70000X ' 80000X' 5 837,916.26 821',:101.26 1,132,916.26 1,131;:101.26" 6/01/2001 - 6/01/2002 ,000:.00 310 330,000.00 . . 5.90000X 803,121.26 1,133,121.26 6/01/2003 350,000.00 6.000OOX t0000X 6 783,651.26 651.26 762 1,133,651.26 1,132,651.26 6/01/2004 6/01/2005 370,000.00 390,000.00 . 6.20000X , 740,081.26 26 01 1,130,081.26 130,901.26:::;' 1 6/08/2006' 6/01/2007 415,000.00 445,000.00 6.30000X: 6.37500X . 715;4 689,756.26 . , 1,134,756.26 6/01/2008 470,000.00 6.37500X 37500X 6 661,387.50 425.00 631 1,131,387.50 1,131,425.00 6/01/2009 6/01/2010 500,000.00 535,000.00 . 6.37500X , 599,550.00 76 43 1,134,550.00 130,443.76 1 6!01/2011 6/01/2012 565;000'.00 605,000.00 6.37500X 6.S000OX . 565,4 529,425.00 ; 1,134,425.00 6/01/2013 645,000.00 b.50000X 50000X 6 490,100.00 175.00 448 1,135,100.00 1,133,175.00 6/01/2014 6/01/2015 685,000.00 730,000.00 . 6.S000OX , 403,650.00 1,133,650.00 6/Ot/20t6 775;000:00- 6.50000X S000OX 6 356";200.00 825.00 305 1,131;200.:00 1,130,825.00 6/01/2017 6/01/2018 825,000.00 880,000.00 . 6.50000X , 252,200.00 1,132,200.00 6/01/2019 0 935,000.00 00 000 000 1 6.S000OX 6.S000OX 195,000.00 134,225.00 1,130,000.00 1,134,225.00 6/01/202 6/011!2021 . , , 1,065,000x00 6.50000X:_. 69,225.00 1,'134,225',00 TOTAL 15,000,000.00 - 18,663,236.83 33,663,236.83 Alex. Brown 8 Sons, Inc. FILE = GOF1 Public finance Department 10/15/1991 2:22 PM ALEX:: BROWN- ~ S O ~1;~a INCORPORATOR,.: PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER ~. 1991 (2) will not be a In the opinion of the Bond Counsel, under included in gross income fo~ federal income tax~purposestton herei Will be Exemption, "interest on the Bonds (I) will not be . s ecific item of tax preference for purposes of the federal alternative minimum tax imposed on individuals, and '` P exempt from income taxation by the Comm ome alnd Il b~ubject to other federal inbome flax consequencescasadescribed .9 corporation's alternative minimum taxable tnc H in the section herein "Tax Exemption. " Ratings: Moody's ........... Aaa '~" = NEW ISSUE Standard & Poor's . • . ~ H BOOK-ENTRY-ONLY Fitch ......... . Financial Guaranty Insured 3 $63,595,000* ~ = N ° = of Roanoke, Virginia County = ° " Water System Revenue Bonds, Series 1991 .~ L U ~ Due: July 1, as shown herein y ~ Dated: October 1, 1991, for Current Interest Bonds Date of Delivery for Capital Appreciation Bonds o able solel from certain revenues derived by the H o .~ of Roanoke, Virginia, pay y y _ .~ The Bonds are limited obligations of the County a ~ = County from its water system, as described herein. ° y ' The Bonds are issuable as fully registered bohe name of Cede & Co., as nominee of rThe Depository Trust Company> `° Appreciation Bonds. The Bonds will be registered in t = ew York, New York ("DTC")• DTC will act as sec 000 or anv whole multipleBhereof indthedcasle of Currentt Interest1Bonds N whole multiple thereof in the case '° ~ book-entry form only, (i) in the principal amount of $5, will have an Accreted Value of $5,000 or any urchased. The _~N and (ii) in principal amounts which at maturity 1, be innin n.y ~ of Capital Appreciation Bonds. Purchasers will not receive certificatable semi-annuallylonnJulysl and January g g v ~ o Current Interest Bonds will bear interest from October 1, 1991, p y a 1 1992. The Capital Appreciation Bonds will bea at maturif astaecomponentno their AccretednValne~ Payments of o Janu ry 1, 1992, payable only wire transfer to DTC or its nominee v .n and January 1, beginning January F : ~ principal of, Accreted Value, premium, if any> and interest on the Bonds will be made y y 3 Cede & Co., for disbursement to DTC ParticipantsE BONDS Book-Entry-Only Syse m bsequently to the Beneficial Owners of Bonds, as described in the section entitled TH .. c d This cover page contains certain information forage tment dectsionnly. Investors should read the entire Official StCERTAIN o ~ ~ obtain information essential to making an informed _ ~, ° o THE BONDS WILL BE LIMITEDOUNTY STWATER SYSTEM AND THE~UNE THERDTHE FAITH AMID AS HEREIN DEFINED. o ~ ~ REVENUES DERIVED FROM THE C a H PAYMENT UNDER THE TERMS OF THE INDENTURE, ~- CREDIT OF THE COMMONWEAL-TH OF VIRGGINIA NOR THE FAITH AND CREDIT OF TH SCOUNTY O -° = MMONWEAI-TH OF VIRGINIA ARE PLEDGED TO THE PAYMENT OTHER POLITICAL SUBDIVISION OF THPREMIUM, IF ANY, OR INTEREST ON THE BOND y ~ OF PRINCIPAL OF, ACCRETED VALUE, y y ~~ The Current Interest Bonds are subject to optio E BONDSndRedempt on Ptrovip ons to their maturities as set forth in t e d .- a munici al bond ° Indenture and described in the section entitled TH ` N - y Paymen[ of the principal of, AccretNdth the dely ery of the Bonds by Financial Guarranry Insurance Company. p a insurance policy issued simultaneously +~ ~HL 6l (p C N C ° ~_~ FGIC~ U 9 U _~ 3 E ° Financial Guaranty Insurance Company E o c ° - ° • .ate eamp.ny not affiliated with any U.S. go~ernmmt ag~Y• c is ,'v Gaarady Inauranw Company. P~ c ._ Ser~iu mart used by Fioanaial ° 9 SCHEDULE, SEE PAGE (i) 9 ~ ~- FOR THE MATURITY d ~ McGuire, Woods, Battle `° g assed u on for the E ~ = The Bonds are offered for delivery when, as and if issued, subject to approval of their validity y & Boothe, Richmond, Virginia, Bond Counsel as described herein. Certain le al matters will be p P Battle & Boothe, Richmond, Virginia. The Bonds will be available for y ° = Underwriters by their counsel, McGuire, Woods, ~`° ~ ° delivery in New York, New York, through DTC on or about November 7, 1991. V N y a y ~' ALEX. BROWN ~ SONS -d R ~ : INCOxPOaa,TE ° •" MERRILL LYNCH SL CO. ,~ o ° a ~ H CRAIGIE INCORPORATED ~ ~ SCOTT ~ STRINGFEI,I,OW INVESTMENT CORP. ~_~ Dated: , 1991 *Preliminary, subject to change. Final Pricing Summary $59,731,873.75 County of Roanoke, Virginia General Obligation Water System Bonds Series 1991 pricing Date: Ratings: Moody's S&P True Interest Cost: Bond Arbitrage Yield: October 15, 1991 Undue ins Insured A Aaa A AAA 6.5894% 6.5631% Series 1991 Maturity Princip o anon Yi 1 ~~ ~~ n 15% 5 100.000% 1996 $555,000 5.15% 5 30% . 5.30% 100.000°10 1997 1998 850,000 1,175,000 . 5,40% 5.40% 50% 5 100.000% 100.000% 1999 1,490,000 5,50% NSA . 5.80% 60.983% 2000 1,082,448 NSA 5.90% 57.057% 2001 1,012,762 NSA 6.00% 53.280% 2002 945,720 NSA 6.10% 49.657% 2003 881,412 NSA 6,20% 46.190% 2004 819,873 NSA 6.30% 42.883% ° 2005 761,173 NSA 6.40% 10 39.736 2006 705,314 NSA 6.45% 37.028% 2007 657,247 NSA 6.50% 34.471% 2008 611,860 NSA 6.55% 32.060% 2009 569,065 2021 30,800,000 6.50% 6.58% 98.875% 000 815 16 6.00% 6.54% 92.375% 2031 , , 5 County of Roanoke, Virginia Water System Revenue Bonds, Series 1991 DEBT SERVICE SCHEDULE DATE PRINCIPAL COUPON 7/01/1992 _ 7/01/1993 _ 7/01/1994 _ 7/01/1995 . T/0'f/1496 555,000:00 S.150oox; 7/01/1997 850,000.00 5.30000% 7/01/1998 1490,000.00 5.50000% 7/01/1999 , 7/01/2000 1,082,448.25 `7/0112001 > 1,012:,761.75 7/01/2002 945,720.00 7/01/2003 881,411.75 7/01/2004 819,872.50 7/01/2005 761,173.25 :7/01/2006 705,314'.00' 7/01/2007 657,247.00 7/01/2008 611,860.25 7/01/2009 569,065.00 7/01/2010 1,775,000.00 6.50000% 7/.01/20.11 ' 1840y000.00 6.3000X: 7/01/2012 2,010,000.00 6.50000% 7/01/2013 2,140,000.00 6.50000% 7/01/2014 2,280,000.00 6.50000% 7/01/2015 2,430,000.00 6.50000% <!'7/0!E'12016 2,585,000.00 6.50000% 7/01/2017 2,755,000.00 6.50000% 7/01/2018 2,935,000.00 6.50000% 7/01/2019 3,125,000.00 6.50000% 7/01/2020 3,330,000.00 6.50000% 7/01%2021 '' 3;545,000'i00 6.50000% 7/01/2022 1,275,000.00 6.00000% 7/01/2023 1,350,000.00 6.00000% 7/01/2024 1,435,000.00 6.00000% 7/01/2025 1,520,000.00 6.00000% 7/01'12026'. 1,610`,000.00 < 6.00000% 7/01/2027 1,705,000.00 6.00000% 7/01/2028 1,810,000.00 6.00000% 7/01/2029 1,920,000.00 6.00000% 7/01/2030 2,035,000.00 6.00000% !: 7/01'/203.1 2,155';000.00. 6:00000% TOTAL 59,731,873.75 Alex. Brown 8 Sons, Inc. Public Finance Department INTEREST DEBT SERVICE 2,422,449.38 2,422,449.38 3,229,932.50 3,229,932.50 3,229,932.50 3,229,932.50 3,229,932.50 3,229,932.50 3.229.932'`s5d; 3,784::932:50 3,201,350.00 4,051,350.00 3,156,300.00 4,331,300.00 3,092,850.00 4,582,850.00 3,703,451.75 4,785,900.00 3,773,138:25 4,785Q0000 3,840,180.00 4,785,900.00 3,904,488.25 4,785,900.00 3,966,027.50 4,785,900.00 4,024,726.75 4,785,900.00 4'D80586.00 4,785900'00> 4,128,653.00 4,785,900.00 4,174,039.75 4,785,900.00 4,216,835.00 4,785,900.00 3,010,900.00 4,785,900.00 2,895.;525.00 4,785:;:525..00 2,772,675.00 4,782,675.00 2,642,025.00 4,782,025.00 2,502,925.00 4,782,925.00 2,354,725.00 4,784,725.00 2,.196:775.D0:>' 478f;775'r00:'` 2,028,750.00 4,783,750.00 1,849,675.00 4,784,675.00 1,658,900.00 4,783,900.00 1,455,775.00 4,785,775.00 1;239,325.00 >' 4;784,325':00 1,008,900.00 2,283,900.00 932,400.00 2,282,400.00 851,400.00 2,286,400.00 765,300.00 2,285,300.00 674;100.00 2,284,100':00 '- 5n,5oo.0o z,28z,soo.oo 475,200.00 2,285,200.00 366,600.00 2,286,600.00 251,400.00 2,286,400.00 129300.00:> 2;284;300:00. 97,244,880.63 156,976,754.38 FILE = REVF1 10/15/1991 2:44 PM ~m ~ ~ ~ ~ ~ O~j N O N Of to If) ~ n ~ m a o ~ N O O ... 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SONS ItiCC~R PORATEIT Recent Interest (%) Rate History COURCV Ot lZOanO~e Series 1991 Issues Calculated 25-Bond 11-Bond 30-Year Weekly on Th r a Revenue Index G.O. Index Treasur ___.__~ 1/3/91 7.32% 6.92% 8.09% 35 8 1/10/91 * 7.40 6 yy ~ 9 6 . 8.18 1/17/91 7.34 31 7 _ . 6.8 8 8.17 1/24/91 . 24 7 6.82 8.20 1/31/91 . 08 7 h 68 g.04 2n/91 . 07 7 6.63 7.97 2/14/91 . 2 3 7 6.7 9 8.04 2/21/91 . 31 7 6.84 8.18 2/28/91 . 30 7 6.90 8.22 . 7c~ 7 6.9U 8.20 3/14/91 . 33 7 6.97 8.33 3/21/91 . 3 5 7 6.9 8 8.2 5 3/27/91 . 29 7 6.90 8.17 4/4/91 . 27 7 6.87 4/11/91 . 19 7 6.8 ' 8.17 4/18/91 . 2 2 7 6.8 S 8.23 4/25/91 . 14 7 6.7 9 8.12 5/2/91 . 09 7 6.7 7 8.22 5/9/91 5/16/91 . 7.14 6.7 7 8.32 30 8 5/23/91 7.16 6.8 ? 81 6 . 8.22 5/30/91 7.13 2 4 7 . ~ 6 ~ ~ () 8.41 6/6/91 . 36 7 7.U4* 8.52* 6/13/91 . 31 7 7.00 8.48 6/20/91 . 30 7 6.9 8 8.48 6/27/91 . 2 4 7 6.9 5 8.41 7/3/91 . 19 7 6.92 8.46 7/11/91 . 17 7 6.90 8.49 7/18/91 7/25/91 . 7.13 6.8.5 8.38 36 8 8/1/91 7.10 6.84 80 6 . 8.23 8/8/91 7.07 03 7 . 6.75 8.08 8/15/91 . 03 7 6.7 ~ 8.04 8/22/91 . 00 7 6.7 ? 7.9 8 8/29/91 . 02 7 6.7 3 8.09 9/5/91 9/12/91 . 7.00 6. h 8 7.95 91 7 9/19/91 6.9 5 6.6 5 60 6 . 7.8 8 9/26/91 6.91 87 6 . 6.50*.f 7.83** 10/3/91 10/10/91 . 6.90 ** 6.52 7.96 * High for 1991. * * Low for 1991. 11 ~1 Q i, •Mr1 W N~ W O v a~ w 1~1 rl i/OT/OT /£/OT ~/9Z/6 i/6T /6 i/ZT /6 ~/~/6 i/6Z/8 i/ZZ/8 i/~T /8 i/8/8 i/T/8 6/5L/L 6/8T/L 6/TT/L 6/E/L 6/LZ/9 6/OZ/9 6/£T/9 6/9/9 :6/OE/~ f6/£Z/~ [6/9T/9 :s/s/~ ~s/z/~ i6/sZ/~ i6/8T/i~ i6/TT/i~ [6/i~/~ T6/LZ/E T6/TZ/£ T6/t~T /£ T6/L/E T6/8Z/Z T6/iZ/Z T6/i~T /Z T6/L/Z T6/TS/T T6/~Z/T T6/LT/T T6/OT/T T6/£/T w O a4 a (%) Pia ~ ~ ~ ~ DC h t0 Bond Interest Rate Terms 11-Bond GO Index This index represents current market yields for a specific defined sample of 11 General Obligation Bonds maturing in 20 The 11 Bond GOtIndex ihs frequebi~tlvh ~Boad Buindicatorlof the 20byear tndustry newspaper. yield for general obligation bonds rated "Aa." 25-Bond Revenue Index This index represents current market yields for a specific defined sample of 25 Revenue Bonds maturing in 30 years and is compiled each week by The Bond Buyer, the municipal bond industry newspaper. The 25-Bond Revenue Index is frequently used as an indicator of the 30-year yield for revenue bonds rated "A" or better. Effective Interest Costs (EIC) The EIC is the complete measure of the financing costs. It is defined as the semi-annual discount rate which equates future payments relating to the bonds including principal, interest and associated expenses to the Net Issue Proceeds. The Net Issue Proceeds are defined as par plus accrued interest and original issue premium, less any original issue discount, underwriting spread, costs of issuance and insurance premium. Arbitrage Yield The Arbitrage Yield is the average yield on all maturities of the bond issue. It is defined as the semi-annual discount rate which equates the principal and interest payments on the bonds to the gross production price of the bonds. The ~~ross production price of the bonds is defined as the total purchase amount which investors pay to receive the bonds. This is equal to the par amount of the bonds, plus accrued interest and any onginal issue premium, less any original issue discount. Average Life Average life means the weighted average maturity of an issue computed as the total bond-years divided by the total principal amount of the issue. Bond-years is the sum of the product of the years to maturity rimes the number of bonds retired on each maturity date. 13 ALEX.` BROW-N SONS INCORPORATED The Municipal Market By Sean Monsarrat New Issues Find Good Reception; Secondary Firm, But Denver -Sags New issues cruised through the rimary sector yesterday, while xondary prices were unchanged ~ lib point higher, except for Denver lrport bonds. which fell around 1/z oint. The new deals came at expected evels. Smith Barney, Harris lpham & Co. led activity by pricing .rid then repricing S444 million of lorth Carolina Eastern Municipal >ower Agency power system reve- ~ue bonds. Yields were lowered 1.66 basis points on the term bonds n 201?, 2018, and 2019. A Smith Barney officer said retail :ook the shorter maturities while pond funds and trust departments bought the higher yields. The Street will get bonds, the officer said, but noted that the deal was "fairly tight." 'There was more interest in the higher-coupon bonds than the dis- counts than we expected," the offi- cer added. "It seems to be an indi• canon of a subtle change in market psychology and indicative of a little more caution and posturing on the part of Investors." The final pricing included 3398 million of current interest bonds priced to yield from 4.90% in 1993 to 6.45% in 2006. There are term bonds priced to yield 6.75% in 2012. 6.834% in 2017, 6.734% in 2018 and 2019, and 6.70% in 2021. There also are capital apprecia- tion bonds priced to yield 6.30% in 2004, 6.35% in 2005. and 6.40% in 2006. The issue is rated A by Moody's Investors Service. A-minus by Standard & Poor's Corp.. and A by Fitch Investors Service. in other action. First Boston as sensor manager tentatively priced S216 million of Georgia Municipal Electric Authority bonds. The offering included serial bonds tentatively priced to yield from 4.80% in 1993 to 6.43% in 2006, while term bonds in 2012 were tentatively priced to yield 6.567 % and a 2018 term was tenta- tively priced to yield 6.65%. First Boston planned to reprice the issue, but the final yields were not available. The managers said they expected an AI rating from Moody's and an AA-minus rating from Standard & Poor's. Goldman, Sachs & Co. as senior manager priced and repriced S 114 million of Sacramento Municipal Utilltv District electric revenue re- funding bonds to lower serial yields five to 10 basis points and the term maturity by-flue basis points. A Goldman officer said the deal saw a mix of investors and better partialpation from buyers. includ- ing trust departments. that have not traditionally bought the bonds. The final pricing included serials priced to yield from 4.50% in 1992 to 6.40% in 2005. A 2010 term was priced as 6.45s to yield 6.55%. The issue is backed by Financial Guaranty insurance Co. and is rat- ed triple-A by Moody's and Stan- dard & Poor's. Goldman also priced and repriced S 109 million Houston Airport Sys- tem subordinate lien revenue bonds to lower yields two to three basis points. The final pricing included series A bonds, sub)ect to the federal al- ternative minimum tax, priced to yield 6.85% in 2008 and 6.918% in 2021. Series B bonds, non-AMT, were priced to yield 6.72% in 2022. Series C bonds, non-AMT. were priced to yield from 4.50% in 1992 to 6% in 2001. The issue is FGIC-insured and bears triple-A's from Moody's and Standard & Poor's. In follow-through business in the competitive sector. Goldman Sachs, senior manager for S120 million of Maryland general obliga- tion bonds sold competitively last week. reported an unsold balance of S59 million late in the session. Market sources said that some of the bonds changed hands profes- sionally at levels down five basis points less 1/0. Secondary action was relativeiy light in New York but the bid was firm with scattered odd lots and some small customer lists out for the bid. National traders reported brisker bid-wanted activity at im-. proved levels. However. Denver Airport bonds from last week's S600 mint ont he traded doarn about 'h po day, Denver Airport 79,4s of 2021 were quoted late in the ~matel t 9646-lock to yield app Y 8.14%. The bonds were originally priced to yield 8.05%. In other dollar bond activity, yields were mostly unchanged to uP 1,6 point. traders said. East Bay California 61fxs of 2016 were quoted at 99-'1z to yield ap- proximately 6.54%. New York City Water Authority 7s of 2015 were quoted at 99'/•-~/e to yield 7.05%. while Trlborough Bridge and Tun- nel Authority insured 6~as were quoted at 99~/a-31e to yield 6.67%• in the debt futures market, the December municipal contract set- tled up 6Jaz to 95.01. The December MOB spread was calculated at neg- ative 159. In short-term note trading. yields backed up five to 10 basis points as paper came out for the bid and last week's New York Ctty note sale settled. In late secondary trading. I.os Angeles notes were quoted at 4.25% bid, 4.20% offered, while March New York State Trans were quoted at 4.85% bid. 4.80% offered. Texas notes were quoted at 4.24% bid. 4.20% offered, and Pennsylva- nia paper was quoted at 4.30% bid. 4.25% offered. New York.City notes were quoted at 4.91% bid. 4.88% offered. pre-refunded bonds were mostly unchanged on the day. Pre•refund- edbonds with national names. call- able. in 1995, were q at 5.23% bide end of cash trading 5.20% offered. Bonds pre-refunded into 1996 were quoted at 5.2?% bid. 5.25% offered. Negotiated Pricings Alex. Brown & Sons Inc. priced S60 million of Roanoke, Va., water system revenue bonds. The offering included serials priced at par to yield from 5.15% to 1996 to 5.50% to 1999. A 2021 term was priced as 61/zs to yield 6.586% and a 2031 term is priced as 6s to yield 6.54%. Capital appreciation bonds were priced to yield from 5.80% in 2000 to 6.55% in 2009. The issue is FGiC-insured and bears triple-A's from Moody's. Standard & Poor's, and Fitch. Alex. Brown also priced S 15 mil- lion of Roanoke general obligation water system bonds at par to yield from 4.25% in 1992 to 6.30% in 2006. A 2011 term is priced as 6.375s to yield 6.45% and a 2021 term is priced as 6'/zs to yield 6.55%. The bonds are -rated Aa by Moody's and Standard & Poor's. - Wednesday. October 16. seal The Road Buyer NEW SECI~R1TlES..15SUES Ile fallorrirN wen aurora yesM-dav't dtare10s am prig M u5w and rlor-U.S. capital and acuity markets. with ~ and svltdlcate tttanatter. as oarolNd by Dow Jones Ital Martlels ll;aport: CORPORATE TT Fiaanelal Coro.-5250 mHllon d 7if19E notes due Oct. 1995, prided at 99.675 1o vkb 7A79E. The na-~callabk es wen anted at a spread d 100 basis ppms above the race Yklds or1 the Treasury's three-year sod five-year es. RahO sk101e-A-2 Dv Moodv's Itweslon Sarvbe InG I sin0le•A by Stnbar0 8 Poor's Corp.. the issue will be t ttratoh 1_ehnMn Brothers Inc. ITT Finsncfal is a unit ITT CprD• EOUITiEs Garner Enlarerlxs int.-An issue d 900.000 cprrarlon Tres was priced at 515.50 a shah ltrpu0h IlrldervrrHers by Alex. Brown i Sons Int. IIaM CalMallrr Corp.-An ns11e d elOht million corretlon r!s was priced at 519.875 a share ttrouph underwriters by Beer, Stearm i Co. la1reNM CQD•-An ISSU! of 13 million tnrrltrton stores s prlcld of 511.50 a Shen ~1tlrouoh Ialde-writers k0 by !rrfll Lunch i Co. AntarlcM AdleafabM Bala Tarm Trott Inc-1991-An is- e d ?S million eomrrlon sllarlt was priced at S10 a share 'plgh Ialderwrtters led by Piper Jaftrav 8 Noowood ~• MUNICI/ALS Narlt Canllrla Eaahn Mealclpal /ewN Aeanty-5141 Illbn d power system revera+e Oorlds. vk a Smith Barney, Irrls upt-em a Co. Qoup. ykbs an the series 1991A bonds npe tram 1.909(. in 1997 b 6JD9E in 1017. The Iit'U! Includes 21 million d tllrnm•IbtKlSt term bards. 569.6 million of Krerlblrllerest serial bolds and 51.1 mlllbn d >:ero•collpon x1tls. The bonds Mv! been rated sin0ls-A by Moodv's and nplt•A~rlinus by SaP. The f3Zt million d gIr-eythbMest Irr1 bags porlslsts d SIS mllllon d 6509E bonds priced at ' 256 b veld 6.7596 In 2017: 599.5 mllllon d 650% Dodds •ICed at % b vkld 6.1796 In 2017: fa5.6 million d 650 aids priced at 41.12110 vkld 6.7,19E In 2011: 5170.7 m111ion of 75% bonds arced st 17.197 to vkb 6.779E In 2019: sod Su dllion d S% baWt priced at 71.37~i 1o vkld 6.709E In 2021. h! 52.1 million d MO•bOUpal bulbs hay! bens prlbed t0 field 6.70X In 1004 6.759E In 2005 and 6.109. M 2006. oaMela Mraidpal E ~~A ~dv bv2las Flnt Boston xldirq Obrre- -everllx Glob aidS~rillC kt trpdm ,-BO°a Ian 11993 to OSO~ In 200 Thar re 630% term bonds due In 2012 DrlCed of 99'h b vkl .559E and 6.60% Mm bads due In 2011 priced at 99'h t 'kb 6.67'/ . The bonds are expected to receive ntinOS o irgle-A-1 from Mbodv's and doubk-Aaninus from SaP. SavanMnM. GIN.. a6aalCleal Uflllly ONhM-5111.1 mil ion d llectrk'J'reverNx nturdirq baWt priced by a Gol non, Sachs ar-o. Group. Yklds on the N91 Series Z bonds ran0e ham asox h 194! to 6sber. h 3010. The ball, whidt sn tlslwatl by FMMIrJaI Csltarardv trsrrarlo! Ca terry hl- 1 a dr6.tS96 terrrl babt amt 9t 19 v~leb 6S.SS7min 1010. MMMwI Nietar firlaMlaB Leese IarMlarlly-SQ.7 million d student loan rMrale and nhaldtq bads. a MaraAat:hRln NMIOVlr Seturltks Gprp. tipllp• A tixedtate bolds wen Ortoed to vkb hpn 530% tI 1995 to 4.6076 h 1006. MahlAacltlrers Narlovar dedMled to releax am details about the Stxfa B vltrlwletate bolds. All d the Corp. ono um~tr ole•A rl t~roml bMood~Ws amend SRP. The bonds sn wblecf tp Ifle federal anernatwe mini- mum tax. Term bolds Mve a 6.6071. aalpon and an priced at par and due h 1006• Rwtek! Cawlt9. Va.-571.1 mlltion d bolds raked br an Aka Brorrrl i Sons Inc. OroW td Vteb Irpm 4.7096 in 1991 t0 4.4076 In 1011. The TS9J million d Series 1991 water system reverkle barb was prlb[d to vfeb hum S.1S9E In 19% to 6.609E In 1031. Intiudl0 In that portion d the Issue a-e taro may, h 1009~Those Oorlds areare toured by Fklarlclal Guar- anty Insurance Co. aM carry hiple-A ntlnps trortl both Moodv's and 51.P. The dtler OOrt10n d the Issue. S1S million d pntnal bblipstbn bards. Ilan been Oriced b vkb 1-om 1.70X In 1947 10 6.6096 h 1021. Ttbx bprbt have been rated double•A bV botfl MOOdv's and SLP. Ttlere an S70J1 mlllbn d 6.5096 term paps priced b vkb 6.6096 In 1011, f16.1 mil- lial d ex borbs prloed b yield 6SSX In 1071, 525 mfllbn of 6~ 630% term~babs k~sd 1~vxleld ~6.60'~r. in 1MO31mil- MORTOAOES FadarM Nantes Leer) MMNMe Corp._ft70 mllllorl d real estate mort0a0e Nnesmlem ppnaMt tactlrltles dtered by Se- Iorrlon Brphlers Inc. The d/erin0. Series Gold 1169. Is backed by Fretldla Mac Gob 9'h9E securMles. FurthK de- taib wernrt Intrrla0laMV avaYabk. faOarM Ne11a1M Marleaee Afaatla/laa-5750 nlllllan of RemIC securities OtIKld bV Merrill L1RItt1 i CO. The dfer- inW Sn'ks WI. b berXed by Goverminlt Natlonel Mort- pope Assoclatlon 9x taalrMks. Further details weren't Im• nledlately avatNble. FatMral IIMM Lain MarINM Carp.-f700 million d Re- mlc rrlprtpape xaa'Itks dtered by Gobman Sachs. The of- ~ feiirq. Series Gold 1170. Is backed by IS-veer 1'h% F-l1ldle d Mac Gob recllrltin. Furt11K detaib weren't irtatledlately o avaNabk. ASSET•BACKEO f Rant Eoutty flan AsMI•BaCltad caflRltataa 1991.1- 5212.9 million d securMks in a two•wrt dlerlno barked Dv flxed•rate horn! louHV bens horn GE Capital MOr1Wp! 0- I~~. There aredS2S7.sm1111bn~209E Cass A securities priced at W 3!/72 1o vleld 7.2796, Ile oases panes ~~ MaeaveM Traasllnt. Nrbervrrttars.attpeG a hlple-A rallno from Moodv's er10.SiP. tined h part a1 t11t pualltY d the arear> ~s mlW~on d 0.xbadMta>~ C1ass~fl~se pNOed at 99 27771 to vkb 1.1519E. 110 basis polrtts abov! 10-year Treasury notes. These seettrlttes an also exoacled b be rated triple-A by bdh ratin0 anoerns. dasad art an FGIC surety floral. EUROBONDS eredR FaIINar d! Frarle! IFretloel-t50D mllllon d fi9E Euroborbs due Jan 1L 3002. Issue and reofNr pride q9•d• via J.P. Morosn Seatritla Ltd. Ykb M reofflr 1.0%9E lan• ~ 1~~19 basis ~ ~ I Fees 0 1d Nlellaa TNNradl i TaMetale Corp. IJapanl-5250 mt1- vkn pfP'~Ellrabonfs ~ Nov to Imestprss 99.7J to yse Mamusl Yleldwon11t1 a T~i+ea ~R s 7%~borl0~du~e 5 D M fiber ~ ~~ lr/pveneas Ltd. (Belptan oereMl-5150 mllllon d tlatinltiata rldM due Nov. IS, 1991. blue prloe par, vls UBS Phllllps a Grew Ltd. Gabs wv a hlarpin d 'h point above Lprldon~lrttarbank offered me and ere reoNeraO at 99.92. Gwranla BapM Savtles ;Get S.C. Fees 0.18. FId FMalea a Trade Ltd. Iltalvl-500 m1111or1 French 1hOlv~vle Crhe0lt Lvaauls. Red1K~ bSlrtvestors ° ~~ ~ rablk French T~areewrv notes Gwramor IN~T-al1eiKarnallMek INIdIM Fla/ S.A. Fees 14Y. IBM IlllarnatMbal FMaba N.V. (U.S. parentl-750 mll• Iron French trans d 1096 Eurobonds due Au0• ?q, 1997, issue and -eofler plea 101.09. via Credit CorrvrrrclN de France. 8prlds will teed! InflrChMlpeebly with lxlttlne one bllllon hoot Issue. brlnolnp tOtel b 1.75 Dllllon trans. At re offer. new Issue pllbed to vkld 25 basis palms above vkb on conlperafNe Frerotl Treasury rote. Fees rld d1>K~• MarVian Co. lJapanl-10 m1111On European tlrrrlrltV units d 6'h9E Eurobonds due Nov. 1, 1995. wlm vaulty-pur- chex warrants. Italle prit! oar, via Nikko Seclxitks Co. Guarema MltsuDlshl Benk Ltd. Each 5.000 ECU bond cer- ries one warrant, exerdsable hum Nov. 11. 1991. throl10h Od. 71. 1995. to buy srurn n an expected 2'h'~ premium to ih! closirq prlt! when terms are ttxad next Tuesday. Fees 2 /CMIa PeparMard Co. IJepanl-SO mllllon Swiss trena d prWalnr tasted cawertlble rotes due Marth 71. 1996. wlhl s fixed 1'h5. coupon at par, via Nikko Bank ISwltmlandl. EeUt 000 S Iss trs~cl rokais tlopnvertlbl~e from INa ~1 shah prMtlrAlOnOaV ~e 2'~hM wK~Ibe tlxed. FelSe1.50~ Source: The Wall Street Journal, Wednesday, October 16, 1991 NR Nd hated e otiated Offerings ~~ Nternstve Mlntmum Tax Ng s Ratttlg applied for Compiled by Ethel Chamberlain t Tbls rating ~kaown Ternabve dates for nsgotiatd bond >~ of S5 "'~°" a more. AAA ~~ ~~~ aaP Ilev ti ~~ _ Deer OirMrr (!f a0a) Il~p ti1ti0 Tax-Exempts: k~ a.+.r ~ faNlatlon cerbficatss of P~Oa~ StorN 8 Youngberg •••• bl ~1" ~' ~ wk10114 4 wk10/14 k10114 15.500 5 15.000 s t 10114 t 10111 e DeNa Ola ta0rida •lab UNvMSIel revereie: lefnan B1ro0Nrs»......» ............. ~~~~ wk1011 wk10114 w wk10114 19.550 At 10111 ~- Fteewo. GM1. rewrK~ TisglK ~~ A DNiaion ~ B.C. Ziegler 8 Co. wk10114 wk/0114 80.045' A A- 10(1 .......... tem stlbOtdmate Nen rwere»: Gadman. Sachs a Co. ».,.»...»....»...». 375 A 41 A- 1011 llOttalaa.7ez airport sys Sachs a Co. -» „»„»,,,.,.. ta~ Yen avenue: Goldman. » d v1k10114 w1r10114 , t s 10111 e llarnlsrr, TeL airport >~ arbot „ ,,,,.,..., nversis: Lehman Bratlms...........•...... ». wk10114 wkt0114 50.000 YieMOea 1lottakq Dwaop~k MlrrotMlr ~~ ,,... r EdaeMlat Lena Attrtattty atudttnt ~^ ~» arrd ~~~ ~ l wk10114 10/14 82.373' t 1 10114 ,,. ~ydllg M ....»..._.......» ...............».».»»_....»..._....»»--»---»~ ttarrwerSeaaribssCorP••--•••••»»-»•'••». ..~~: A.G. Edvrvds a sons. a,c..._...»».» ................ ndin t wkt o114 wk1o114 s 28,435 t t 1 I 1013 s g +, Manse ca waw Awarlq. w.r. r klaNrwenue:stop.aYaungbsrg•••••••••••~"" xll h ~" wk10n4 wk10n4 8.950 t 1014 y. t . t4a4lerral45gl.1okrtPowasFinnrergAttt PuWk sietaa OurdYw Attrrertty general obYgabwr. PNC Searnoss C+KP......... t wkt0114 wk/0114 20.335 t er Pwtagtrrnrla ea Pala. v.wy no.pw ulsl. can trosWlM ~» ~AMBACk Gea9e K. eaun a co. KkcMer ...................... . wk10114 wk/0114 45.990 A t 1 .... ..»..» ....................».. Moon piviaion .....»».....»........»......».......»......»....». (FGICk Abx. firov+n a sons. Inoorporatsd »............».......... wic10114 . ,Mk10114 A x1.595 Ae 1 t AA 1019 liaarteke Co.. Va. water system rsvelxre "'"'ar ttystem: Ale:. &o+r+r+ a sons. lnoorporated .................... s wk10lt 4 .. wk/0114 15.000 Reaeolu Co.. Va. 9~a1 ~' 0 N nhrrWln91FGIC):Goldman. Sachs a 4 t 1600 A t 1011 I laoearaatrte Mnre~ 111YMy per„ CaNt, electrioe revent .........» ................».................... .. wk10114 wk1011 C, p. ,,,,»............ .................... Weasra Waaingae ~~ ho~9 sad dirmtg system rsvenr~ (MBIAI: Seattle-Nattrwsst.... ... wk10114 wk10114 11.530 seat t 10x3 Searioes Cprp .................................................. al bon FGIC1: First FidNity isrM YIIIrItalraM TwP•. Pa. gwnnued water reverwu and 9ener obbgs ~ ............»......... 0114 ... 10 15 1 t 8.000 t 10111 ....................................... .. ......................................... Saasilies Group ................... 0115 0116 t 230.000 t 10111 _ d Power AuUtaMy P~ ~~ nturWrng: First t3oston Corp ....................... .... t 000 25 t 10111 pwr4y a4ttrrkiP Saroal loerd. Fla. certitreatss of parbrtpstron: Smith Barney. Harris tipham a Co ,.Inc.. ke Ce L .... 10115 16 10117 10117 . 20.110 t t 10114 . a ~ Trant>O~Vtlon Celrrldaae~ osrtlflr~tes of , p Ser7rribes lac. 101 Lee A1loeloe ~ raMafdYt$ SmNh Ba Y~ ~ e t 10111 ~ IIaeM Okra Eaaaent MuaslOa Paver AgMtey Power ssstem ~ ,,, 10/16 10n 8 ~ 1lartla uph.m l Co» Inc.» »~-" Source: The Bond Buyer, Monday, October 14, 1991 Aee - Bee Rated Corporates Index Avg. Pct. of Total Retum % Cbse Yiek1 Market Prior Wk. Y-T-D ML Carporab Master oaz.I s oao - - - Irnermediate It-10 years) 406.99 8.24 55.41 +0.06 +11.90 Industrials 140.65 6.37 18.70 +0.04 +11.82 Utikties 143.64 8.12 9.19 +0.05 +11.60 Finance 140.86 7.99 12.90 +0.11 +11.38 Banks 145.43 8.63 4.93 +0.05 +13.98 CanadianslYankees 144.76 7.90 6.68 +0.03 +11.61 Long-term (10 years end over) 403.56 9.06 44.59 -0.37 +13.62 Industrials Utilities Finance Banks Canadians/Yankees 149.87 157.50 146.17 146.79 193.77 9.10 12.85 -0.45 +13.41 9.00 21.52 -0.31 +13.85 9.12 1.68 -0.34 +13.62 9.43 1.09 -0.40 +20.80 9.01 5.92 -0.40 +13.85 Inoex vaN7ee roesct 1M opmpaxleea bW return 9rowtn d aaph roapeOltYe rnerka. wm, vakrse set e1100 at nlpePnm Oahe. TdMI rotum a dN sum 01 pry ~~• ~~ ~~ end raelYeaelMnt Qloonr. Saurcr. Merrill Lvnrh C'a0rral Marker Treasury Bills tk, ~~ a aeeealD ale d.ye tx,e AYaO OrI ale) Ywe laau law 1/ 9/91 ............................ 4.96 4.94 unch 5.062 5.03 4.96 4/ 9/92 ............................ 97 9124/92 ............................ 4.99 - .O4 4. 5 241 5.24 4.99 Treasury Notes and Bonds days clw Iw Mae. ass aaeal ea Aakw M eel Halo /eon Lew 6Yq due 9/93 ................... 100-17 100-1 B ; a 5.615 100-17 99-31 6Ma tfue 6194 ................... 101-31 102-01 * 5 8.079 101-31 99-26 lies due 12/94 ................. 103-25 103-27 + 3 6.276 103-25 100 26 99-23 99-29 7s t1tN 9196 ...................... 100-28 100-30 + 5 + 6 8.773 131 7 - 99-27 99-01 7KS dttsl0/98 .................. 7Aa due 8101 ................... 99-27 102-29 99~t 103-01 + 6 . 7.433 103-09 99-15 y„~ p~ plOg ................... 114-07 114-71 + 8 7.702 114-21 97-18 7As Ilw 2127 ................... 99-18 89-20 + 6 7.907 108-16 91-24 fives due 5/21 ................... 102-17 102-21 ~ 8 7.891 103-13 95-13 Blb dtN 8121 ................... 102-29 103-00 + 7 7.881 103-26 98-26 Lehman Brothers Long Treasury Bo1~ Indez 141oe Bleu TrM ~a Tar Yaelwea- area. aeY tXrpa Yarn P,aa. DM plnn0a e.a.n Ckxie 137823 1371.55 +4.68 7.92 7.96 -'a High 1377.00 - - 7.92 - 408481 1081 133 Low 1389.18 - - 7.98 - . SeGa,sea Prlcee, yNkb. highs, and IOwt ero Weed an 4 P.m. doalnp P~~ bond Index repeeMne eN Ygl9hle0 average of n TrNNe L h man TM Shearson Le i g o wM meturN y bel7veen 10 and 3 et 0 YM eeuee ea Puolloly held . ~ mprkd by Joan l.Wkwich tor. Pnv. T"i0ir west Y01~' Based On bid prices M 4 D.m. EST. i3d. 16, 1991. 53 3.68 47 3 ' 3 t Dale ProvidW W AppNd Fklanplel Managetwm . . a DYami9 00 525 01 5 5 M M I~^ ~-2~-~. T IN Ifaf• ~~ hMein . . S a Tlxee 18 5.35 71 5 5 m M vs eubpd ro d,erlge wipaut polka. A8lqugh . . a Six om Nk,e MIxMa 5.18 5.19 5.39 Ms Instant Ms Dean Obtek,ed nom e0ladea oor,eidw'W ~~•np reprsasnMaonrmade es One Veer 520 5.22 S.N Two Y4ero 5.79 5.78 6.07 ro ° ~ ~~' Trxes Years 6.09 6.08 8.40 Four Ysara 6.41 6.38 6.72 O e11arY aarln FM Vwrs 6.72 6.68 702 55 Z7 7 7 37 7 Year dellaallen neaerete MTT Otasaed . . . 10 YNro 15 Yearo 7.08 7.37 7.63 47 7 70 58 7 7 1992 4.45 4.50 4.55 4.50 . . . 20 Years 25 rearo 7.68 7.57 7.n 1993 4.75 4.80 4.95 4.75 30 YSen 7.78 7.66 7.83 1gg4 4.95 5.00 5.15 4.95 ,A~W~~,w, 1995 1996 5.15 5.30 5.20 5.35 5.35 5.50 5.10 5.25 1997 5.45 5.50 5.65 5.35 1998 5.60 5.65 5.80 5.45 1999 5.70 5.75 5.90 5.55 ~ Comv~ ~ Negouetad 2000 2001 5.80 5.90 5.85 5.95 6.00 6.10 5.65 5.75 fBe. Oot 2.Ott. tS fBi1. 60 a.o 2002 6.00 6.05 6.20 5.85 o 5.0 s 2003 6.10 6.15 6.30 5.95 . d o 2004 6.20 6.25 6.90 6.05 . d.o 2005 6.30 6.35 6.50 6.15 3.0 3.0 2006 6.35 6.90 6.55 6.25 z.o ~ 2.0 10 t.0 ~~~~~~~~ 2007 6.40 6.45 6.60 6.30 2 3 4 7 8 9 10 11 1415 2006 2009 6.40 6.45 6.45 6.50 6.60 6.65 6.35 6.40 The 30-day visible supply of 2010 6.45 6.50 6.65 6.40 tax-exempt financing totaled 2011 6.45 6.50 6.65 6.40 $3.369 billion yesterday, up $533 million from Monday. The Bond 2012 6.45 6.55 6.70 6.45 8uyercalculated. 2013 6.45 6.55 6.70 6.45 The total Consisted Of $1.627 2014 6.45 6.55 6.70 6.45 billion of competitive sales, up 2015 6.45 6.55 6.70 6.45 $78 million from Monday, and 2016 6.50 6.60 6.75 6.50 $1.742 billion of negotiated sales, up 5455 million. 2017 6.50 6.60 6.75 6.50 The volume of bonds in Stan- 2018 6.50 6.60 6.75 6.50 Bard & Poor's Corp.'s The Blue 2019 6.50 6.60 6.75 6.50 List totaled $1.156 billion yester- 2020 6.50 6.60 6.75 6.50 day, down $20 million from 2021 6.50 6.60 6.75 6.50 Monday. peye Ten ,Mt Daily YMreaY cearrea "'a" °"' tw txr Bond Buyer Munktipel BoItO hldex ... 95.03 + 2/32 95-07 (10/7) 90-22 (1 /16) good Buyer 40 Average DoBer Price . 100.19 + 0.08 100.92 (2111) 96.84 (8/15) Yield ro Per Call ............................. 6.86 - 0.01 7.60 (1118) 6.85 110(7) Yield ro Mattxtty ............................. 6.87 - 0.01 7.52 (1118) 6.88 (10/8) llelare pays ,M7 ,fn 30-Day VisibM Supply Told ra.ISe NId1 pw taw pea Total ................................................ 53.388.8 +5532.2 55,413.8 181 51 5797.5 (8129) Cpn1pe60ve .................................. 51.628.8 +577.2 52.879.3 (2/15) 5438.4 (10/ 1) Negotated .................................... 51,742.0 +5455.0 53282.9 Ie121 589.6 11121 S8P'a Blua Uat Mtawdpals ............. 51.158.0 -520.2 51.855.0 (3/21) S804J 121 71 (exdudirg zero tblttton bonds) Tee 3o-Day visiae supply renects 1ne row adlar wk,me o1 twrxls ro be onered at compeptwe bid0ing end thr0ugn negonanon over the next 30 days. k includes issues slyle0ubd for sale today. It does not inUWe cotnPeM^'e offerings listed in today's "Seabd Bide Invited" cdumn a em/ antki- pate0 negOpated ottenngs announced in today's "Proposed 80r1d Issues" cdumn. e• I 1 oa to Tan oal. ,4.,sn oa to 7seo MIa-1 Los Argrse Trons Sa 19 nga.l .................. ................ 4.20 4.10 .... Penroylvanu Terra Sws 19 mos.1 ................ ................ 4.25 1.20 ... Texas Trans Ss Itt moal ......_ ................... ................ 9.20 4.15 .... MNi-2 NYC Rans 5.40e I9 mpa.l ........................... ................ 4.88 d.85 .... NYS Trans 5.40s IB mos.) .......................... ................ 4.80 4.75 6.07 Plklle C011Maa11:lr Paper A-11P-1130 daril ....................................... ............... 370 3.80 5.68 as 9, 7w, on. 9, 799, oeu,a 7990 TM Bprd Buyer 9 38 9.60 6. t 0 q,e-Year Nova ateex ............................ . ................. The 8oM Buyer q1e-Year Non Irgex ra wlwlateo uslrg 10 note nauers: Cafilomia. Cobrsoo. IW- New York State, PannsyNama. Taxaa. no Wisconsin. Loa Mlgeles CourllY. New York City, ono bwe. ' . s Corp. New York State o rated MICa-2 M MgOW'a InvMlOra Senru end SP-1 by Struxisro a Poor New York Cdy is ratso MIG2 ono SP-2. and a,e other rovers era rated MIG1 and SP-1•pus. oa 7a 7ss7 oou a tsar oa. n, taco ManWacturers NanOYM Trust Co. MANI ..................................................... .................. 3.83 3.99 5.81 Smkh Berney, Nartia Upham 8 CO. gar Nele Itsxads aria taxaxenpq ... .................. N.A. 3.67 5.09 ocL 10. 7M7 ooL a. 7M7 . oa 11, 1990 BaMCero TNaI Co. 75 3 50 5.86 d TENR® ................................................. . ................... . Ponder 8 Co. - . _ . x.97 - - - -Jas _ _ . _ _ 3.90.. - Y (]araN Rawsn ,9n ,997 w w,a t Rates 7onon7 ,ol ale NIe11 wa .o Bond Buyer Revenue Bond Index ... 6.90% 6.87% 7.40% (1/10) 6.87% (1013) Bond Buyer 20-Bond Inoex ............. 6.66% 6.64% 7.19% (6/13) 6.64% (10/3) Bond Buyer 11-Bond Intlex ............. 6.52% 6.50% 7.04% (6/13) 6.50% (10/3) Bond Buyer One-Year Note Index ... d.38% 4.60% 5.28% p117) 4.71 % (2/13) 1991 New-ISSUe Sales EMaE 7011/191 5134 6 Erse 101 1191 1 3487 1991 NIp11 Wb 31 J00.7 (3/ 1) Low Mb 344.0 191 61 Total New-Issue Voume .................. Competitive Placement Ratio........... . 50.1% . 84.5% 96.7% p/26) 50.1% (10111) Isaias 310 million and over) Enekp EneeC t011e1e1 10/„ry, 1991 ,991 Weekly Volume Long-Term Issues .......................... Eakser 31,582.4 Pear 31,572.7 Nfa11 Dab 34,383.6 (9/27) l.ow Data 3104.4 (11 4) Negotiated .................................... 51.184.6 31.276.7 33,153.5 19127) ...... Ill 4) Competitive ..._....._ ...................... 3397.8 3296.0 51,839.5 131 1) 5704.4 It/ 4) Shoe-Term Issues ......................... 386.4 57,300.1 34,873.0 (6121) 548.8 111 <) All Issues ........................................ 51.668.8 32.872.8 58.010.8 (6121) 3153.2 (11 4) Weekly Average (Year ro Date) ...... 32.901.9 52.931.9 _ EMae MOMhIy 9r m ip ni 9rxleo Bonds Sob in Month ..................................... 512,863.6 517.865.2 514,123.2 Bonds Solo in Year ro Date ........................... 5116.545.7 5105.862.1 5128.593.6 . ~ ~ - • - ' ' ~ ' ' " " ~ ~ ~ ~ Compiled b' Jcan Lulkor¢h .ra._ n...,w aa..o.. Wednesday, October 18, 1991 ALEX.. BROWN- ~SONS INCORPORATED ~. oody's Municipal credit Report October 10, 1991 oke County, Virginia General Obligation/Special Tax New Issue General Obligation Water System Bundy, Series 1991 1 s,o(x),(xx) Expected through negotiation October 15 Moody's rating: Aa financial operations ~md modest debt levels, provide pn. A st<'thle and diverse I~x:al economy v~d a relatively ~tron hondhulder security. affluent resident base, combined with well-managed g 1.7~1~ General Fund Balance <LS "/„ of ac{s; Debt Burden: 67 4~1o General Fund Revenues, 11 2`7 Payout, Ten Yeiu-s: FY 1991: 12 ~)~I F.V. per Capita, FY 199U. $39,t,fi 1 1991: Operating Fund Balance as %~ ,y Operating Revetwes, FY 199(1: x•x ~~ ~/, Avcrtge Annual Growth in F.V., 6.8% 1985-1991: Per Capit<r lncume as °I~ of 79,332 State AverrgeN.S. Average. Population, 1990: $.H~/o 1117.1`i~/11)9.5"~ ~~~ Change, 1980-9U : 19X7: 1979: 1U25Si•/117.4`: <~~ Opertting Revenues, FY 1990, 41.7%n Unemployment Rate, June 1991, Property Taxes: 34.5~/~ 3.9r State Aid: County: ~,.U<y,. DcM Scrvicc :rs'~~ Operating Expenditures. St<-~~ 6.y`~, 5.7°I~ U.S.: 191(1: vlysls: Ru~u~ukc County, located in southwestern Virginia, is prim.uily residential, benefiting from the Burble ecu- nomic hale centered in the adjacent Cities of R~a- noke and Salem. The cow~ty cunuum a broad array of m~mutiacturers and employers which add c~nsider- able diversity to the county's uuc base. The metro ~rrea economic base is diverse, with Roanoke serving as heitdqu~trters for several Virginia-based corpora- tions, ~md regional headquarters fur several national finny. The <rrea has a large health-c<u-e presence and is the reuril ~u~d commercial center fur aten-county .UCa. Unemployment rates in the county <-re consist- ently hclaw state ~utd uatiunal averages auu ~~~~~",- pluyment rates evidcuce modest cyclic<il tlucuraUun~• We<ilUt levels ;u~c high for western Virginia ant remain atx,ve comparahle Butte indices. Alter scvcrd years of steady growth, new construction in the county is down from prior yew's, reflecting the impact of the national rec:essiun on the load economy. Fin<uici~il operations <rre well maintzuncd with cunti"- ued growth in tissessed values supporting a trend of improving General Fund perfonn~mce. Projected tis- ial Tcuc October 1 O, 1991 General ObllgatlotUSpec Roanoke County, Virginia cad 1991 General Fund reflects a $745,(100 operating deficit, which parti~dly reflects capital outlays liar the county's local share of state road project costs. How- ever, tisc~d 1991 revenues in areas such tts sides taxes <md utility taxes were down, reflecting the present economic slowdown. Fiscid 1992 budget operations iu~e balanced but will he very tight as the county will absorb << X2.7 million reduction in state aid and y57p,p(Ml in lower revenues due to a cut in the property Utx rate from'` 1 I.50 per $1,00(1 of it.~sessed v~duatiun to `i 11.3(1-The fiscal 1992 budget is bid- ~mcul without any further hidimc:e drawduwns. The rotten( offering will fund .- portion of the `672 million construction cost fur the county's Spring Hulluw Reservoir project. Debt service on this offer- ing is expected to he funded from the net proceeds of a doubling of the cuusumers utility tvc, from 6"I~ to 12%~. This increa.~e should net approximately X1.4 million, which more than covers debt service. The county's additional borrowing plans call fur `E;15.U million in school unprovements over the next five years, to be funded from low-interest Commonwealth Literary Loans. The county will also be responsible fur approximately 34`%~ of x'634 million joint finv~o- ing with the City of Roanoke fur new landfill cun- swctiun costs. This harrowing is cxpectccl in ciu-ly 1992. Octobor 10,1991 3 General ObllgattorVSP~lal Tmc Roanoke County, Virginia ells of bond Legal Name of Issuer. Roanoke County, Virginia. Security: G.O., ULT. pate of Bonds: Octuher 1, 1991. penominatlon: 55,000• Annual Maturities 6/1 ($ 000) Year 1993 1994 1995 1996 1997 1998 1999 20011 2001 2()02 2003 2004 2005 tax, 2007 Amount 1x5 195 2115 215 225 240 255 265 285 300 320 340 360 385 410 Year 2(x)1; 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Amount 5 435 4(i5 495 530 S65 605 645 690 740 790 R45 905 965 1,035 1.1115 Interest Rate: To be determined. interest Payable: Commencing Junc 1, 1992 and each Decemher 1 quid Junc 1 there<-fter. Call Features: Tu he determined. Delivery: To he determined. Bond Counsel: McGuire Wuuds Btutle and BooU1c, Richmond. FlnanClal Ot11eeC Diane D. Hyatt, Dircrtur al Finance. gdvlsors: Wheat First Securities, Richmond. Auditor: KPMG Pc~u Marwick, Ruvu-kc (FY l9~1t11. Managing Underwriter. Alex Brown ~. Suns, Inc.. Baltimore, M<wland• letalls of last bmparoble gale: Dote of Sale: April 15, 1986. Amount: 515 ,000,01)0. .~Hww {f{GfAfV• Mav 1980: Aa _ ~~~ rs..W~aln ana{~a~. ...... __.--- (Zl ~ 553-1928 • ac is not ~ntced. !~ rating should be wcighal wIcIY av ++ne f:u,'o^~` ~,,,` °'r'`I1k tt~ll,l:`I`t~'' •lhe inl+antau,~n hrn•in h:~~ hreu .+blamcJ h.nn s.uuCa `, tdalions to huY or+xell and tluir ac~+v I you a ol~the pucsihilih~ of Ir ctllnt.m Mosl i>'sucnl cfri++r~ r.uacuracy .,r u~mplclcnrs> ~. • . ~u. n:uucCd. A1~.ndV•. r:dinps a2' ~q~ininns, n..l recnnm - . ,rilal++rarriviugth.ralutg.agrccdl+~~:ry:+fca•b,~1+.,~Jy•sf~,rlhr.q~~+rn•.u.~ml~.~.~o~. .unl ~~•u .h,nJal nukr y+nu .+wu slualy .uIJ cc,du;dn.u ~~I any +>~uri wh+~w seeurilirs ur dchl ++k,lig000ns you aroudcr uymg F Ndc>. pl ClcrrrJ .I. ~. A, and a •nnnxn~+;J I,ape, H-hirll :vc r:deJ by Mu++dys ~Itva'slors tii7vlc4, IOC. have. 1 .rl ci: e+. Ilt. Ier rwgcs Ir,~n+$I MINI to ~I?S 11(111. ('+gtyrighl I `1a11 hV M~~+,ly , Invc~u,rs Service, Inc. F'ubli,hiug mtd ezceutive offices at 99 ('htvch Slrerl, New York, tiY IUUn7 October 10,1991 General Obllgatfon/SPecbl Tmc Roanoke County, Virginia Debt Statement os of 10/1 /91 (S 000) /unount faders; X32,533 Bonded debt oultit<u~ding 15,0(N- t offering (ill/15/91) General Obligation Water System Bundy ~,3,g45 C urren Water System Revenue Bonds O ~ l 11,37x Gross bonded debt 6,258 Capit<~tl le~~se obligations 7,(~(Nl Commonwealth of Virginia Literu'y Looms 3,296 Ru<makc Regiun~d Airport Comm. zD ~ 128,532 Gross direct debt Less: 1 1,3•~~) Ouwumding sell-supporting general obligation water lxmds 63,845 Series 1991 Water System Revenue Bonds $53,338 Direct net debt 45 Overlapping debt `653,583 Ovcr.-ll uet debt ~ ~,JJ c,nuurtrmly with rurretn ul(ering. Q ('uuuty's pro-raga shvc of debt +tt~•ice on comnus.iun lwnds issued in 1985. Goods :ue ~evcr~l obli~an,~n ul both Roanoke l'ounty and die l'iry ut Rn.mu ~c Protect cotnpletcd in ItAI l and contntission h.'tis not yet estahl'tshed trend of sci[• wh i i . ty n ry and net airport revenues. R,mJ procecdi funded new termite) at c wpl>•,rting operatioac. mtation plrse refer to Vluody's 1991 Municipal and Ciovcrn L l i ment Muaual, page 5658. ~ n F~~r aJJiti~~na Defaults: No record found. G.O., ULT. Security: Rate of Retirement Debt Ratios % Median amount % of Principal Total Net Per Debt Capita Median ~ F.V. (%) ~ (S ~~ Amou_ 743 4().3 X24 `672 ~2U8 1.7 0.8 Dlrecl 2 O , In 5 ye<~rs 41,393 (,7.`t In 10 years , Overall 675 683 1.7 [] f~•r r~nuu ic. unJer IINI 111x1. CIP/Future Borrowing: Future horrowiug Ix;twec^ Use Ot Proceeds: Feud portion of `672 million y~r Spring Hollow water project. Balance of construction tiehools through borrowings frcnn Slate Liter< will he funded with proceeds uC $64 million water 34t~~ of $34 million joint city/county l<mdhll Loans system revenue bonds issued concurrently with cur- , roject expected in e<u'ly 1992, and 5+25 million i^ -ent ~ncr.d ubli),atiun issue. The current offering t, d in November 1986 referendum. p other projects, some to he funded its pay-as-you-;^u, four to live imatel w,is approve y other from borrowings in approx Structure: Lung 40-year life of this issue coincides years. with useful life of water reservoir project but slows payout of out_5umding debt. October 10,1991 5 General ObllgatloNSpeclal Tax Roanoke County, Virginia ninlstrative tors: Form of Government: County governed by fivc- member board of supervisors, elected to four year term. Appointed county administrat~Ir in charge of day-tu-d:ry county upcr~ttions. Separate schlx~l sys- tem, governed by five-member sch~wl hu~-rd, whose members ~>re appointed. Publlc Employees: County at~d school employees are members of Commonwealth administered Vir- ginia Retirement Systcm• School District Data: Ttend of EntOllment: Modest declines between 1987 and 1989 from 13,647 to 13,221, wish increa_ecs recorded in 1990 to 13,283 ~u~d 1991 to 13,421. ~pertY iluatton and x data: Roanoke County Fiscal Year 52,658,115 7.9 2,829,749 (~•5 3,059,882 R.1 28 Real Properly Tax Rate/ $1,000 A.V. 511.50 11.50 11.5() 11 3(1 ~„y % Collected '0001 % Current Total 9~36,6~ 77 - 96.7 y`~•3 39,581 96.R 111(1? 42,880 96.3 99.5 44,921 96.8 y9.6 1991 3,14(1,385 1991 Full Valuation: 53,14(1,384,709 Avcragc Annual Growth F.V., 1985-91 ~ 539 ~ 61 1y91 Equali~.~rtion Rate: 100~I~ 1991 F.V. per Capita: 1991 A.V. 1988 1989 199() Business ' - Lar estTa>~Wers Utility `fi49,01N1 App<dachian Power Compv~y Utility 42,1100 Ches~lpealce and Potomac Telephone Co. Shopping center 38,0(1(1 MRl Tangelwoud Rental Invest., [nc' Apartments 11 0111 Maury L. Str<wss B~utk 10.110() Dominion Banksh~u'es IZctail/Distrubution ] (-,~ x)11 Eight Holdings, Inc. CapacltY: Adequate cap~tcily; the school system, which is for county residents only, includes 17 elc- mentary schools, nine second<uy schools, and two specia education schewls. econom ci Population: Roanoke County factors: Year Population % Chan e 1970 53,817 -12.8 1980 72,912 35.5 79,332 R.R I x)90 Location: Southwestern Virginia, adjacent to ~ lucs of Ru~uu~ke and Salem. ~~: 262 square miles Population Density: 303 per square milt ti„urcr I LS. l'rnsi~ Rurr.ui. messed % valuation (000) Chan e General Cbllgatton/SP~et Tmc petob~r 10,1991 Roanoke County, Virginia population and Housing Characteristics: Roanoke County S. U County State Norms 1980 ~ . 1980 1980 1980 Population: 3 32 29.X 30.3 3(1.0 Median age . 21 9 20 y 22.5 20•y ~I schul,l age . 9 62 62.9 57.4 (~.7 ~h working age . 9 6 9.4 12.4 11.3 '7~ 65 and over . 2 8 2 77 2.9 2.X No. persons/household Income: 792 522 520,065 ~ 15,068 ~ l y,y08 Median family income , R S 11.8 20.1 12.5 '7. below poverty level . 008 SR $7,475 55,451 57,295 Per capita income , `613,996 513,658 - 511,923 1987 per capita income Housing: 3 77 65.5 74.0 64'4 ~Ir, owner occupied . 7 9 17.7 2O.6 26.1 ry: huilt before 1939 . 2 42 30.y 32.7 2S ~) 'r/r. built since last census . 600 549 548, Ili 531,229 547,300 Owner occupied median value , 5257 5259 $173 5243 Medi.m gross rcpt Q 25,237 Occupied housing units tioun:e: ILS. Census Bureau. ^Q 1'.r)tt-xn ~k changr. 26.996. Q Norms :ue for all counties in the Southwest Region. Labor Market Characteristics: Roanoke County ~~, Unemployed Labor Total Em b ent County State U.S. Year Force 647 35 34,521 3.2 4.7 S.X 1 7 1979 , 35,722 34,377 5.0 1 6 . 7.6 1980 35,644 33,926 4.R . 7 7 9.7 19X1 19X2 35,581 33,540 4 ~ . 6.1 9.6 19X31] 36,423 34,747 027 36 3.7 5.11 7.5 19X4 ~ 37,413 801 39 , 3X,404 3.5 5.6 7 0 7 19X5 ~ , 40,529 39,0X4 3•(' S'0 4 2 . 6.2 19X6 41,X72 411,793 2.R . 3 ~) 5.5 19X7 42,351 -11,063 13.11 3 y 5.3 19XX 43,565 41,399 2.7 ' 4 3 5.5 19X9 ( 43,163 41,943 2•X . 4 4 5.3 X) 19 7/90 ~ 42,X09 41,631 2•X 9 3 . 6.0 (i.9 7/91 (] 44,264 42,553 . ~ Data nut consistent with preceding years due to ch:mges m recess. the haichmarking p Vtuarhly data nut seasonally adjusle:d. October 10,1991 ~ General ObllgatloNSp~clatl Tcoc Roclnoke County, Virginia largest Employers Cl Emplnye~,s Employtges 1991 1991 5(10 1 4,575 Sears-Region:tl Hdq. , 200 1 etem Carilion Health Sy. 3,100 Lewis-Gale Hospital , 690 1 Norfolk Southern Railroad 100 2 Roanoke Co. Schools , 0 , General Electric 1,925 Appalachian Power Company 93 850 Dominion Bank 850 1 Allstate Insurance-Regional Hdq. , The Kroger Co.-Regional Hdq. O Roanoke MSA. Source: l )fficial statement. l Performance (fiscal years ended 6/30 S 000) D i a 1 factors: Operating Funds Financ ncla Change 1988 1989 1990 1989-90 236 $96,005 5 589 103,980 x.3 Revenues , 90,886 93,422 102,(K~3 ' 9.3 1 "?1 Expenditures (509) 1,782 ',157 . Operating surplus (deficit) ~ and [>ebt Service Funds (nwditied accnial method of accounting). l Revenues i , a ~ Ciennal. Spec ^D Cienual Fund only. % % ~diture 1990 Items of Exile. 1990 Sources of Revenue 62.4 41.7 Education 9.9 Property t<vices 34.5 Public safety 5.7 Stine aid 4.3 Debt service 4 K Sales t<vices 2.3 Puhlic works 4'1 Business license 1~1x Administration 2 4 Capital outlay General Fund Financial Position (S 000) 1988 1989 1990 1.734 56,784 `7,943 Cash and invesunents - 15(1 5 5,734 Operating Ick-ns 4,622 , Other current liabilities 5( $1,634 52,20~~ Ye.ur-end c~~sh surplus (deficit) $7,979 `64,6(kt 56,0`1 Receivables 84,549 `1;6,33(1 ti}i,506 Fund halv~ce 3,037 4,485 5,(,54 Undesignated fund halauce FY 1991 General Fund (S 000) ~by.(l~l-; Revenues Expenditures Operating deficit 69,53; y(745 ~ lhl6yD(11 l~ ~«,Y~ Municipal Credit Report October 10, 1991 ~~noke County, Virginia Revenue New Issue Water System Revenue Bonds, Series 1991 cle: $63,845,000 ~~: Expected through negottaUon October 15 f~lloody's rating: A Water >~m Rwsnue Reasonable projections for system growth and i ~nan- W1~ile the current offering is large, no additi°n`tl oplnlon• rted by a sound local econ- born,wings are anticipated for the next ten w fifteen cial operations are suppo _ ~,n~• omy, a growing customer base and signif~e ou t1U Y vear rate increases, already approved by Y• key facts: Type System: Waite supply and distribution. Cur- rently system purchases 57% of water needs from City of Roanoke, with balance from county wells. Service Area: A11 of county, although at present, system directly serves only 7010 of all residents• The balance served from private water systems. Water System Net Revenues, $1.50 tniltion Actual, FY 1991: $4.1 tniltion protected, FY 1995: Debt Service Coverage, l .65x Actual, FY 1990: 1.65x/ D 1.32x protected, FY 1995: (]Toml debt service, includes outstanding, water system geuera~ nblig:aina debt. „~ Average Daily Demand, 1991: 4.78 MGD 49 MGD 5 Protected, 1995: . 75 MGD (, projected, 2000: . Peak Demand, 1991: 8.61 MGD protected, 1995: 9,89 MGD 15 MGD 12 Protected. 2000: , analysts: This 1 ring is well-secured by a broad-based attd economically sound service tu~ea, reasonabl debt financial projections demonstrating satisfactory service coverage, and already established rate increases for the next four fiscal years- Bond pro- ceeds along with the proceeds from a $15 million general obligation bond sale, will finance dte Pro- jec~ s $72 trillion construction cost. Bond proceeds will also fund $6.5 million of capitalized interest and a fully funded debt service reserve. Roanoke County is located in southwest ~ "~~..~~..°.•~ benefits from a strung local ecunotny centered in tb~ adjacent City of Roanoke. The county's population nrew R.8°lo to 79,332 daring the i980s. Uuemploy- tneutrates for the county v'e consistently below sttttc and national averages and reflect minunai cycltc`t~rUc- Wealth levels are above slide averages and <tre p< ularly high for this part of dte Cotrunonweitlth. ~ ~~ ..~• ,- Revenue Roanoke County, Virginia The county realized that long-term water sources would be needed as existing wells would not meet projected demand and the county's water supply con- tr-ctwith the City of Roanoke will expire in 2009. The current project will fund the construction of a 23 MGD reservoir, fed from a diversion of the Roanoke River and an adjacent 8 MGD water treatment plant expandable to 24 MGD. This project will supply the county's water needs for the next 40 years. All required permits have been received and construction is expected to begin when the bond financing is complete. Financial projections are reasonable. Rate increases of 35010 in 1992 and annual increase cou0nt t as well 96 have already been approved by Y as a doubling of connection fees (off-site facility fees). The importance of connection fee revenues in the financial projections are a concern. This factor, however, is mitigated by reasonable and conservative projections for future customer-base growth. For example, county projections assume an annual incre1se of 450 equivalent residential customers (EKGs) annually over the next ten yearsTOTW~ o1g825, is well below the average annual ERC g October 10,1991 recor the last five years. Similarly, the rnte covenant specifies that net revenues, excluding con- nection fees (net operating revenues), must always be at least 1059'0 of senior lien debt service. When net operating revenues fall below 110010 of senior licn debt service, the rate covenant specifies that the Rate Stabilization Fund must be funded at its required level of 75010 of senior lien debt service. The Rate Stabilization Fund will be funded from net revenues until its required level. Monies in the fund may only be used for system capital needs. Overall projected debt service coverage levels are satisfactory. It is noted that debt service in the early years of the projections are minimal and it is not until the year 2000 that annual debt service stabilizes at its full level. Similarly payout is slow and the 40-year lwnd life is long, although it corresponds to the overall life of the project. The flow of funds is an open-loop which allows for excess funds to he tr~un- ferred to the General Fund. However, officials expect all excess funds, over the next ten years, will he used for system capital needs. The current issue is expected to be FGIC insured. OctobOr 10, 1991 ,,,~ Revenue Roanoke County, Virginia detclis of bond 5410: Aga a of Issuer: Roanoke County, Virginia. S~urhy: Net revenues of county water system. Date of Bonds: October 1, 1991. Denomination: 55,000- Annual Maturfies 7/i ($ 0~) Amount Year Amount Year Q95 2005 $ 475 1997 320 2006 1998 590 2007 1999 506 2008 377 2000 633 2009 348 2001 589 2010 323 2002 549 20211] 20,100 2003 511 20310 37,580 2004 pt Term Interest Rate: To be determined. evAraae life of Issue: 29.4 years. Interest payable: Commencing ~u-y ~, • ~ ~~• Call Features: To be determined. Registrar: Creetar Bank, NA, Richmond. paying Agent: Crestar Bank, NA, Riclnnund. p~lVery: To be determined. Bond Counsel: McGuire Woods Battle & Boottle, Richmond. Financlai Officer: Diane Hyatt, County Fin~mce Direcwr. p~~o~; Wheat First Securities. Richmond. AudBor. KPMG Peat Marwick, Roanoke (FY 1990)• Managing Underwriter: Alex Brown & Ass~ci- ates, Baltimore, Maryland. Flnanclal Feasibility Consultant: Burns & McDonnell, Kansas City> Missouri. rating history: Initial Rating. SAOtember 1991: A _ _.....a. e.~~ Geldstatn Y~IiYl1]i.• ~.-- - (212~ 553-1928 should he weighed solely :ec one factor in an in,"eslmrnt dri •>~°~' Ilse infnrmauou herein has been obtained from soUn es believed to be accurate and reliable, but because of the possibility of human mtd mechanical errar, its acrura:v ~' `~ tin ou consider buying or selling. Most issuers of corporate bonds. nutmcq,al bonds and endatioac to buy or sell, and the'v accuracy is not gaarameed. A rating. ,retsal and none ve u inions, not rec a fee ro ~1~wdy's for Ihe ap( gu;vantrrd. Mondy's ratutgs . P clue to receiving the rating. agreed [o pay and you should make your own study and cvahtation of any issuer whose secunties or debt ob tga too u which are rated by Moody's lnvcstots Service. lnc.''•a~e. p nolr5, prcfrrrod stock. and commercial pap srtvices.'Iltr fee ranges From $I,OIMI to 5125.000• l'np~rieht ~~ 1991 by Moody's In,'estors Service. loc. Publishing and ezecuuve offices at 99 Church Street. New Yurk. M' 101107 pctob~r 10,1991 Revenue Roanoke County, Virginia ~~; Debt Statement as of 10/1/91 ($ 000) Various Series, Water System General ~ Obligation bonds Subtotal Water System Revenue Bonds, Series 1991 !] A Total D Current offering. Amount Outstanding Amount Before After Final Issued Delivery Delivery Maturity - $5,231 $5,231 2008 $5,231 $ 5,231 $63,845 0 63,845 2031 - $5,231 $69,076 Selected Debt Service Requirements ($ 000) Outstanding -Current Issue - Debt Principal Interest ~ Total $816 0 $2,645 53,461 First year 1992 qq4 $ 553 4,375 5.37'- Peak year 2000 0 4,595 331 4,`~2y Final year 2031 Q+ Assumes 7.32% on the current offering as provided by financial advisor. NU of capitalized ioterest~ Rate of Retirement (S 000) Total Debt Mcl. new Issue) $2,647 3.9 6,818 I0.2 In 5 years In 10 years Debt Service Coverage ($ 000) Last 3-Year FY Ended Average 6/30/91 Net revenues of county water C ant' Twu-tiered test: first, net revenues ty Bond Securtty: Ions: system. Flow of Funds: Open loop; all revenue to System Revenue Fund, then w Operating Fund in amount not less than one-sixth nor more than one-fourth of am~u~t1 O & M costs; w the Bond Fund for annual debt service; to System Plrity Debt Service Fund, System Rate Stabilization Fund, System Subordinate Debt Service Fund System Rep~ur and Replacement Fund and System General Surplus Fund for any law- `S 1,740 r 1,460 Net revenues Estimated pei(k requirements: 0.33 0.27 Princip<~l ~md interest ($5,402 in 2013) Rate oven are equal to at least I IS~Io of Senior Debt Service:md either (1) net operating revenues (net revenues less connection fees and certain interest income) is at least 110~1o of senior debt service, or (2) the sum of net operating revenues ~u~d the ~unount un deposit in the Rate Stabilization Fund equals at Ie~~st I ?{(hlr~ Senior Debt Service. At all times net operating reve- nues must be equal w 105~h senior deht service. ful purpose. October 10, 1991 5 Revenue item ~scriptfon: Roanoke County, Virginia Reserve Requirement: Lesser of 10"10 bond pro- ceede, 125°Io average atmual debt service, or maxi- mum annual debt service. Additional Bonds Test: Fur any 12 consecutive months of 1R preceding issu~mce, net revenue must meet the rate covenant fur old and new Ixn)ds, or fur the two fiscal years following completion net reve- nues must he equal to the rate coven~u)t, utking into act:uunt only approved rate increases ~u)d assumed off-site facility fees eyuiv:dent to the lower of the average number of customers paying the off-site facility fee Duct the preceding issu~u)ce. The project includes the cuns[roction of a 23 MGD reservoir, ~u3 K MGD water treatment phmt, expand- able to 24 MGD, ~md trvlsmission/distribution expansion of 55.5 million. City presently purchases 3A MGD, pritn<trily from the Cily of Rua»oke, m)d user wells far up to 5.42 MGD. Need fur new supply is driven by detaining yield fmm county wells and the termination of the Roanoke coutr<tct by 2(109. The project will he funded from proceeds of both the `63.0 million wader system revenue hood ~u)d S15A million general obligation water bond. The general obligation bond will not he Cunded from system reve- nues but lrom the net revenues, of an incrc~lse in the Authorized Investments: Sli~-nd.u-d; direct ohli~~a- tions of U.S. government or U.S. govenunent agen- cies, direct obligations of Commonwealth of Virginia, ADO rated Virginia lucttlities, P-1 rated c~m- mercial paper, ADO rated corp(xatc notes and banker` acceptances, repurchase agrtx~ment at A r<Ited 1 finan- cial institution. Rate StablllzatlOn Fund: To he funded Crum cares. c.unings until reaching required Icvcl of 75~y, vuu(.11 debt service which must he by June 30, 1991• ~lunies in fund may only he used fur system use. Nu rcplcn- ishmcnt required. county's Consumer Utility Tax from 6`1• to 11' . Project completion expected by fisc,~d ye.tr IyyS. Water rate increases were recently approved by the county; rates will increase 35°I in 1y91 and 1O'% in each of the next four years. Connection fees, called off-site facility fees, will iuaease from S1,113G to $2,21(1 in 1991 and an additional 5°Io in each of the next four years. Projections fur customer hatie growth are reaa)nahlc, assuming ,mnual increases in equivalent residenti~-1 customers at 451), versus K25 average over the last live years. ed 6/3~) °rs end er Base and System Use - Watet S= ~fl~ I~ t ~o~~ om Cus ~ - 1992 1993 1994 1995 1998 2000 1987 1988 1989 1990 1991 14 5 31 5 5.49 0.1 `1 0.75 Averagt Uaily f)cmand (M(il)) -1.22 4 4.54 4.73 650 87R 14 13 -1.67 14 X164 4.7R 15.24() 4 ~7 15.576 . 15,732 . 15.RRR 16.(14.3 16•:(50 324 22 10.60 ,~ ,z ~ (lisu,nier Accounts ' 13,28 R7~> 15 . , 16,786 17,SR5 18,59v I'~.I R4 20,084 20,5:(4 2n VR4 56 9 21.434 89 9 , 11.14 - I'_. L" ustamers Equivalent Residential ( , R.51 8.41 8.61 8 ~4 9.25 . . Peak Water Ih•mand (M(~I)1 pctotjer 10, 1991 Revenue Roanoke County, Virginia mlc Population and Housing Characteristics: Roanoke County State Nolms U.S. `. County 1980 1980 ~ 1980 1980 Population: Median age ;, school age `;~ working age ~y 65 ~md over No. pcruins/houschuld Income: Medi~la (atnily ulcome below puvcriy Icvcl Per ulpit~t income 19x7 per capit~I income Housing: ~%~ owner occupied r% built hcforc 1939 ~/~ huilt since last census Owner occupiul median value Medium gross rent Occupied housing units ~•.ur: c: l Ls, l'cnsuc Llurrau. (] Iv7u-ru'%• ch:urge: 26.9'iF•. Q \ornr :ue I~~r all couMi~ in the lnutheaa Region. 3 32 29.x 3U.3 3(-.(1 . 21 9 20.9 22.5 20 ~> . 9 (,2 62.y 57.4 c,O. ; . 6 9 9.4 -, I ...4 11.3 . 2.8 2.x 2.9 2.75 792 522 $20,0(15 515~~ x $19,905 , x s i i.x . l>ox xx '67,475 $5,451 , I3,99(, 513,65x 511,923 77 3 65.5 y.7 17.7 42.2 30.9 54y,61K) 54x,100 $257 5259 ~ 25,237 74.1) 64.4 20.6 2(,. 32.7 25 9 531,22y '!+47,31N1 5173 5213 ce (fiscal years ended 6/30 S 000): nclal factors' Financial Performan ' Hlslorlcal ~ ~~ ~ 1997 1999 1999 2000 1989 1990 1991 1992 1993 1994 1995 1996 5X 202 $4 152 $5 ?5,631 $6.13, t • li ' $1.795 $1.774 $I,XIS $2,539 $2,888 $3,277 70 $3.729 522 3 $4,2 ?913 . 4.188 . 4,439 -3,705 -1!~4(t ~ ty ra ~nuntx ( + l I.X31 I,Xd3 1,976 2,567 2,853 3,1 , t 9,191 1O33X I l.1t75 Ry.r c targ~ rwrnuez t ti 3,626 3,620 3.795 5,106 5,9 6 1129 (RO 1 1.13:1 1.190 1.249 1.312 I.3X0 5 ( ltrra ng © f ~ili 5X2 SOS 323 9.12 7 . , t 9 917 10,67R 11.338 12,255 X 13.0 te ty ( tll-.~it.• I:u (roux revrnur and incontr -3.-39(t -3379 4,240 6,093 182 020 1 6,X47 231 1 7.~0 I•- 1,36X 1.436 L508 1,584 5'~~ 5 ~ ~ I'ur~hasrdsrrviccs , 1,(~i7 1,075 L 812 2.771 2.X22 172 2 2 . :1,013 < 3,1X 1 9 3,72 4.OOS 4,341 6337 4,68(1 758 6 7,191 . 7,6SX Lota1 O & M axln•n.r. . .- 2.01X I,S67 1.469 3.271 3.834 4.44$ 99 5,204 149 3 5912 198 -3 3.294 . 4.512 4,76'- 551x \atrev~uur` Srrirs 1991 J~ht servicr X19 635 958 1 ~ 2.099 897 2 2A 2.899 , 3,929 , 4955 5,029 4.950 5,218 l utal dint service , y 9.37 , _ _ Cirneral Fund 'l ransfer-in 215 4b5 40 - - c - t ~ ~ ~t L 1' l rojrcrion i nclu es r~~c ~ncre. _ . dtn lB ~ ' ~ o f ('u ttmissi< nets of August 1991 "of 35rRC n 1 N)2 and l ~)3y19y S 1 10~4, In ind 995, c 6 l r 44 52 0 in 1904 $2160 in 19 ')3 and ir l uunty ved h} , r IN 1 X9!)I a nd 52;_'10 in 1992, $ 2 320 in 1 . , 99). unnu e It Oincroasc atn596 2 ~ ~ 't ~ tt a p ~ ally aro as um >y fr~ n 1 crcases l ~(, A u in 19 . _. ~ _ ~ October 10,1991 ~ Reventw Roanoke County, Virginia - -- -- plajected D Key Ratios: Medlar © - HIsloAcd - 1989 1990 1991 - 1992 1995 1994 1995 1996 1997 1998 1999 2 ` 66.2 68.2 77.7 73.U 55: ~ 52.5 40.5 58 3 3 58 48.8 ;x~ i ~h ~ ~~.t ~) Operating ratio ( 38 q 44.9 :15.8 34.6 53.7 56.(1 SR.2 . . Net take-down l°.4~- Suies 1991 debt scxvice 3 24 NA NA NA ;A9 1.83 2.12 L65 1.41 I.~38 1.5U i 36 1.51 I 'X { `' i "' coverage(x- . 27 2 2.t><) L65 1.54 2.fx- L32 1.53 1.32 1.19 1.2( . • Total debt service coverage 1x1 Total debt service safety margin . 1 12 1 32 13.7 20.3 13.3 9.7 12.2 15.8 lb.l if+.~ 21.9 23.4 14.2 . . - (%) 23.7 41.5 36.2 32.2 - - - Ik~bt ratio (`7n) Di Snurcc: V~innneinl fc:vihility con.ulumt's rcpnrt Jatal tieptem her 27, 1 991. pMrJiam lin :dl w:dcrsystcros t Data (fiscal Years ended 6/30 $000): Balance Shee - q, Change - 1989 1990 1991 19 89-90 1990-91 513,262 `4;15.(x)8 515,798 ;,; 13.2 y 4 Net fixed ~~ssets 804 3 3.148 2,853 -17.3 , Net working capital 7,078 6,566 6,015 -7.2 -8.4 Long-teen debt Debt Service Reserve and Debt Service - _ - Fuods 0 7,U7R 6,566 6,1115 -7? -8.-1 Net Cundeti debt l] Net ..f arcrucd interest payahlc. lby(i02A1)I ^ ALEX. BROWN SONS ROANOKE COUNTY, VIRGINIA SbP Contact Christine RuPPen (212) ppt;-1861 RATING ASSIGNED Roanoke County, Va.'s rating reflects the stable, 563 8 coil ~ ~ ~, diverse service area economy, adequate legal beds. A covenants, solid historical financial performance OUTLOOK: STABLE of the water utility, and the adoption by the boazd of rnminissioners of future rates to fund system requirements. The bonds aze issued, in conjunc- tionwith $15 million general obligation bonds, to fund the construction of a new 23 million gallons per day (mgd) side-stream reservoir, an Smgd water treatment plant (expandable in future to ?f}mgd), other storage, and transmissionimprove- mentsthrough 1994. The count}~s existing sources of water supply, wells, and purchases of surplus water from Salem and Roanoke aze inadequate to meet the count} s needs on a long-term basis. The project to be constructed will provide all water supply and treatment needs, at a higher quality, initially to 2000, and, with the future antiapated expansion of the treatment plant, to 2A40. Future capital needs are modest and aze expected to be funded from either surplus revenues or, in the rase of growth-related improvements, from off-site fa- dlities fees. While historical net revenues do not cover future maximum debt service, the boazd has adopted rate increases through fiscal 19% which will provide for the gradual increases in debt serv- ice requirements over that period. A strong bal- ance sheet is characterized by current and quick ratios of 5.82:1 and 4.26:1, respectively, in fiscal 1991. 10i fTANOARO ~ ~00!'f ~ITwBBK OROYR 7, 1!!1 toy POANO~~L ~ ~ ~ ~ ~ Z - ~ z J a ... YEAPS i$ 150 $a IFSQ 1 EU C NTENNIP~ A Btauti(ulBeginning ARTMENT OF FINANCE CnDltri~~ pf ~D~~Dk~ RLl•11MERICA CITY '~II~' 1979 1989 DIANE D. HYATT. CPA DIRECTOR PAUL E. GRICE ASSISTANT DIRECTOR ROANORE COUNTY BOARD OF SUPERVISORS WORK SESSION FINANCING OF SPRING HOLLOW WATER PROJECT OCTOBER 17, 1991 3:00 pm A. SUMMARY OF BOND SALE B~ UPDATE OF PR01991 PRELIMINARY FROM MAY 28, SALE WORK SESSION TO FINAL SALE C~ RMAItRET RECEPTION TONBONDSNS AND Diane Hyatt Jim Johnson Wheat First Securities, Inc. Financial Advisor Kevin Quinn Alex Brown & Sons, IIIC. Underwriters P.O. BOX 29800 ROANOKE. VIRGINIA 24018-0798 • (703) 772-2023 • FAX:`<703) 772-2030 We are very pleased to report to you today the results of the. ricing of the bonds for the Spring Hollow Water Project. The P County has pledged $15 million general obligation bonds at 6.48. The County has also pledged $59.7 million water revenue bonds at 6.59. This is as low as interest rates have been in the last decade. The County has realized a net savings of $11,103,000 on the sale of these bonds. eneral obligation bonds were rated Aa by Standard & The g The Count received an extremely aggressive Poor's and Moody's• y id for bond insurance which gave the revenue bonds a AAA rating b from Standard & Poor's, Moody's and Fitch. The timing of this project could not have been better. Interest rates are as low as they have been in 12 years . There was no competition in the Virginia market from the sale of other sought after by investors. Virginia bonds. Virginia bonds are very 1991 were Also, the construction bids that we received October 1, lower than we anticipated. Since the projections made at the May 28, 1991 work session, the County has realized savings from: 5,000,000. 1) Reducing the construction cost by $ 2) Interest rates have dropped from 7.40$ to 6.48$ on the general obligation bonds, and from 7.45 to 6.59$ on water revenue bonds. manner: These savings have been used in the following 1 We have paid off an existing revenue bond so that this 1 new revenue bond will have first pledge of the water revenues. 2 ) We have offset the loss of investment income . In our May 2g projections, we had estimated a 7% return on our investment; now we are anticipating 5.5% return. This income on investments during the construction period is used to keep the bond size as small as possible. 3) We have included funds in the bond proceeds to reimburse the County approximately $2 million for previous expenditures made on the Spring Hollow Project. q) We have strengthened the bond coverage on the advice of the rating agencies. After taking all of the above into consideration, the County has a net savings of $11,103,000. The bonds were sold rapidly. On Tuesday, October 16, 1991, I went to Baltimore to watch the pricing of the bonds. The bonds were purchased by 12:30 pm. We assembled an outstanding team for the sale of these bonds. Wheat First Securities was the Financial Advisor, Alex Brown & Sons, served as Underwriters and McGuire, Woods, Battle and Boothe served as Bond Council. This team was strengthened by the addition of Craigie, Scott & Stringfellow, and Merrill Lynch as Co-Managers. In addition, we had 23 firms assisting the sale as selling group members. These firms did an outstanding job of making our issue well known in the market. 2 I would like to introduce some of the team that worked on this Kevin Quinn, from. sale• Jim Johnson, from Wheat First Securities; Alex.Brown & Sons; and George Scruggs, from McGuire, Woods, Battle, and Boothe. I would like for Jim Johnson to update the Board on 2g, 1991 work the activities that have gone on since the May session, including the changes that have been made in the financing plan. Then Kevin Quinn will describe the market conditions and the sale of the bonds. At the conclusion of the work session, the Board should adopt the two resolutions that approve the documents and terms for the eneral obligation bonds and the revenue bonds. George Scruggs is g available to answer any questions about these legal documents. 3 Roanoke County, Virginia Series 1991 General Obligation Water System Bonds, DEBT SERVICE SCHEDULE DATE PRINCIPAL COUPON INTEREST DEBT SERVICE 6/01/1992 200,000.00 4.25000% 55000% 4 622,524.17 925,286.26 822,524.17 1,130,286.26 6/01/1993 6/01/1994 205,000.00 215,000.00 . 4.75000% 0% 915,958.76 26 746 905 1,130,958.76 1,130,746.26 6/01/1995 6' ' 225,000.00 00000 240 5.1000 5.25000% . , 894.271:26 1,134,271.26 I1t99 b/0 6/01/1997 , 250,000.00 5.40000% 0% 881,671.26 26 171 868 1,131,671.26 1,133,171.26 6/01/1998 265,000.00 00 000 280 5.5000 5.60000% . , 853,596.26 1,133,596 26 b 6/01/1999 6/01/2000 . , 295,000.00 5.70000% 837,916.26 10'E`26 821 1,132,916 Z 1,:131tA1 Zba:' blOtR~1 310;000`:00; 00 000 330 5.80000% 5.90000% . 803,121.26 1,133,121 26 6/01/2002 6/01/2003 . , 350,000.00 6.00000% % 783,651.26 26 651 762 1,133,651 26 1,132,651.26 6/01/2004 5 370,000.00 000.00 390 6.10000 6.20000% . , 740,081.26 1,130,081.26 : : 26 6/01/200 '6/01/2006 , 415,000'.00 6.30000 % - 715,901.26 26 756 689 : :: : 1,130,901. 1,134,756.26 6/01/2007 8 445,000.00 000.00 470 6.37500 6.37500% . , 661,387.50 1,131,387.50 6/01/200 6/01/2009 , 500,000.00 6.37500% 0% 631,425.00 00 550 599 1,131,425.00 1,134,550.00 6/01/2010 1 535,000.00 000'.00 '565 6.3750 6.37500% . , 565,443.76'' 1,.130,443.:76:::: 00 ':b/Of/20t 6/01/2012 , 605,000.00 6.50000% % 529,425.00 00 100 490 1,134,425. 1,135,100.00 6/01/2013 14 645,000.00 000.00 685 6.50000 6.50000% . , 448,175.00 1,133,175.00 0 6/01/20 6/01/2015 , 730,000.00 6.50000% 403,650.00 356,20x:00 1,133,650.0 1,135;2110,00 i`.6/01/20ib 7 `775;000.00 - 000.00 825 6.50000% 6.50000% 305,825.00 1,130,825.00 00 6/01/201 6/01/2018 , 880,000.00 6.50000% X 252,200.00 00 000 195 1,132,200. 1,130,000.00 6/01/2019 020 935,000.00 000.00 1 000 6.50000 6.50000% . , 134,225.00 1,134,225.00 :00 `: ' 6/01/2 '6/01/2021.. , , 1,065,900.00 6.50000X' 69,225.00 , 7,134;225 TOTAL 15,000,000.00 - 18,663,236.83 33,663,236.83 FILE = GOF1 Alex. Brown 8 Sons, Inc. 10/15/1991 2:22 PM Public Finance Department YIELD STATISTICS Accrued Interest from 10/01/1991 to 11/07/1991.•. 199433~EARS Average life ...............................:•.•... 291,490.00 Bond Years ................................. 6.4027022% Average Coupon .................................... ,,,,,,,,,,, 6.4641901% Net Interest Cost (NIC) ................ 6.4131828% Bond Yield for Arbitrage Purposes ................. 6,4813447% True Interest Cost (TIC) .......................... 6,4813447% Effettive interest Cost (EIC) ..................... 4 Roanoke County, Virginia General Obligation Water System Bonds, Series 1991 PRICING SUMMARY DATE PRINCIPAL COUPON YIELD MATURITY VALUE PRICE DOLLAR PRICE 6/01/1992 200,000.00 4.25000X 4.25000X 0X 200,000.00 00 000 205 100.000X 100.000X 200,000.00 205,000.00 6/01/1993 4 205,000.00 00 000 215 4.55000X 4.75000X 4.5500 4.75000X . , 215,000.00 100.000X 215,000.00 00 00 6/01/199 6/01/1995 . , 225,000.00 5.10000X 5.10000X 00X 225,000.00 240,000'.00 100.000X t00.000X . 225,0 240;000.00' ;bf41l149b 240;000:00 S.ZS000X 40000X 5 <5.250 40000X 5 250,000.00 100.000X 250,000.00 6/01/1997 6/01/1998 250,000.00 265,000.00 . 5.50000X . 5.50000X 265,000.00 100.000X 000X 100 265,000.00 000.00 280 6/01/1999 280,000.00 5.60000X 70000X 5 5.60000X 70000X 5 280,000.00 295,000.00 . 100.000X , 295,000.00 6/01/2000 ''6/01f2001 295,000.00 310,000L00 . S.B000OX ' . ' S.S000OX _310,000.00 100:000X 000X 100 310;:000.06 000.00 330 6/01/2002 330,000.00 5.90000X 00000X b 5.90000X 000OOX 6 330,000.00 350,000.00 . 100.000X , 350,000.00 6/01/2003 6/01/2004 350,000.00 370,000.00 . 6.10000X . 6.10000X 370,000.00 100.000X 000X 100 370,000 00 000 00 390 6/01/2005 390,000.00 : 6.20000X 30000X 6.20000X 30000X 6 390,000.00 415,00000 . 100:000X , 415,000_00 6/0112006 6/01/2011 - 415,000:00 515,000.00 2 6: 6.37500X . 6.45000X 2,515,000.00 99.167X 344X 99 2,494,050.05 568.80 091 8 6/01/2021 , 8,145,000.00 6.S000OX 6.55000X 8,145,000.00 . , , TOTAL 15,000,000.00 - - 15,000,000.00 - 14,925,618.85 FILE = GOF1 Alex. Brown 8 Sons, Inc. 10/15/1991 2:22 PM Public finance Department BID INFORMATION Par Amount of Bonds ............................... S15,000,000.00 (Discount)/Pre+nium ................................ (74,381.15) Gross Production 514,925,618.85 Total Underwriter's Discount (0.699X)..•••••••• " ' 514,820,768.85 Bid Accrued Interest from 10/01/1991 to 11/07/1991... 93,378.63 Total Purchase Price 514,914,147.48 Bond Years ........................................ 291,490.00 Average Life ...................................... 19.433 YEARS 6.4027022X Average Coupon ................................... Net Interest Cost (NIC).. 6.4641901X (TIC) .........................: 6.4813447X True Interest Cost •••••••••••••••••••• " " 5 County of Roanoke, Virginia eater System Reverwe Bonds, Series 1991 DEBT SERVICE SCHEDULE DATE PRINCIPAL COUPON INTEREST DEBT SERVICE 7/01/1992 7/01/1993 7/01/1994 - 7/01/1995 - iTl01l1496"`' 555,00000 " 7/01/1997 850,000.00 7/01/1998 1,175,000.00 7/01/1999 1,490,000.00 7/01/2000 1,082,448.25 7/Ot/2001'' 1,012,761:75'... 7/01/2002 945,720.00 7/01/2003 881,411.75 7/01/2004 819,872.50 7/01/2005 761,173.25 7101/2006 705,314'.00 7/01/2007 657,247.00 7/01/2008 611,860.25 7/01/2009 569,065.00 7/01/2010 1,775,000.00 ~/olf2nti 1;89aao~0o. 7/01/2012 2,010,000.00 7/01/2013 2,140,000.00 7/01/2014 2,280,000.00 7/01/2015 2,430,000.00 <710t'120tb 2,585;000:00 7/01/2017 2,755,000.00 7/01/2018 2,935,000.00 7/01/2019 3,125,000.00 7/01/2020 3,330,000.00 T/Of/2021 3,545,000.00 7/01/2022 1,275,000.00 7/01/2023 1,350,000.00 7/01/2024 1,435,000.00 7/01/2025 1,520,000.00 Tf4'E72026 1610A00.00 7/01/2027 1,705,000.00 7/01/2028 1,810,000.00 7/01/2029 1,920,000.00 7/01/2030 _.2,035,000.00 :T/01%2031 2;155;000.00 - 2,422,449.38 - 3,229,932.50 - 3,229,932.50 - 3,229,932.50 5.'15000%; 3?24932:50 5.30000X 3,201,350.00 5.40000X 3,156,300.00 5.50000X 3,092,850.00 - 3,703,451.75 _ 3,773;138.25 - 3,840,180.00 - 3,904,488.25 - 3,966,027.50 - 4,024,726.75 4 r 080, 586'fl0 - 4,128,653.00 - 4,174,039.75 - 4,216,835.00 6.50000X 3,010,900.00 6.50000X '' 2,895525;00 6.50000X 2,772,675.00 6.50000X 2,642,025.00 6.S000OX 2,502,925.00 6.50000X 2,354,725.00 6.S000OX 2,746,775A0 6.50000X 2,028,750.00 6.50000X 1,849,675.00 6.50000X 1,658,900.00 6.50000X 1,455,775.00 6.S000OX 1,239;325.00' 6.000OOX 1,008,900.00 6.000OOX 932,400.00 6.000OOX 851,400.00 6.000OOX 765,300.00 '6.000OOX ''674;:100.00 6.000OOX 577,500.00 6.000OOX 475,200.00 6.000OOX 366,600.00 6.000OOX 251,400.00 6.000OOX - 129,300'.00 2,422,449.38 3,229,932.50 3,229,932.50 3,229,932.50 3.7841432.50 ;, 4,051,350.00 4,331,300.00 4,582,850.00 4,785,900.00 4,785;:400.00 4,785,900.00 4,785,900.00 4,785,900.00 4,785,900.00 4;785~900~00 - 4,785,900.00 4,785,900.00 4,785,900.00 4,785,900.00 4,785,525.00:' 4,782,675.00 4,782,025.00 4,782,925.00 4,784.725.00 4,787;775 00<: 4,783,750.00 4,784,675.00 4,783,900.00 4,785,775.00 4,784;:325::00 2,283,900.00 2,282,400.00 2,286,400.00 2,285,300.00 r 2r284.r100:00 2,282,500.00 2,285,200.00 2,286,600.00 2,286,400.00 2,:285',300:40 TOTAL 59,731,873.75 - 97,244,880.63 156,976,754.38 Alex. Brown 8 Sons, Inc. Public Finance Department YIELD STATISTICS FILE = REVF1 10/15/1991 2:44 PM Accrued Interest from 10/01/1991 to 11/07/1991... 322,993.25 25.103 YEARS Average Life ...................................... 1499,471.77 Bond Years ........................................ 6.4852759X Average Coupon .................................... Net Interest Cost (NIC).... 6.6375498X ................. 6.5631372X Bond Yield for Arbitrage Purposes ................. 6.5894149X True Interest Cost (TIC) .......................... 6.7121018X Effective Interest Cost (EIC) ..................... 6 County of Roanoke, Virginia Water System Revenue Bonds, Series 1991 PRICING SUMMARY PRINCIPAL COUPON YIELD MATURITY VALUE PRICE DOLLAR PRICE DATE 7/01/1996 555,000.00 5.15000X 5.15000X 555,000.00 100.000X 555,000.00 8 7/0;/;~$ 875,000.00 1 5.40000X 5.40000X 1,175,000.00 100.000X 75,000.00 1, 7/0 / 7/01/1999 , 1,490,000.00 S.S000OX 5.80000x; 4775,040'.00 '1 1605?83x 7,4082+448:25'':: 7!01'!2000 01 '..:1,082.448.25 ' 761.75 012 1 -_ 5,90000X . 1,775,000.00 00 0 57.057X 280X 53 1,012,761.75 945,720.00 7/01/20 7/01/2002 , , 945,720.00 6.000OOX 10000X 6 . 1,775,00 000.00 775 1 . 49.657X 881,411.75 7/01/2003 4 881,411.75 872.50 819 . 6.20000X , , 1,775,000.00 D 46.190X 42883X 819,872 50 '761,173.25.';1 7/01/200 `7/01%2005 , 761,173.25 ''6.30000X 40000X 6 O 1Z75,000 775,000.00 1 39.736X 705,314.00 7/01/2006 705,314.00 00 247 657 _ . 6.45000X , 1,775,000.00 37.028X 471X 34 657,247.00 611,860.25 7/01/2007 7/01/2008 . , 611,860.25 - 6.50000X 55000X 6 1,775,000.00 775,000.00 1 . 32.060X 569,065.00 7/01/2009 7/011Z021' 569,065.00 30,800A00_00 - '` b_50000X . > 6.58595X , '30',800,000:00 00 000 815 16 98875X 92.375X -,30,.453;500_ 856.25 15,532, 7/01/2031 16,815,000.00 6.000OOX 6.54012X . , , - 69,435,000.00 - 58,103,230.00 TOTAL 59,731,873.75 - FILE = REVF1 Alex. Brown & Sons, Inc. 10/15/1991 2:45 PM Public Finance Department BID INFORMATION t of Bonds..... ............. Par Ama+~ ............. ..................... (Discount)/Premium........... Gross Production Total Underwriter's Discount (1.096X) ............. Bid Accrued Interest from 10/01/1991 to 11/07/1991... Total Purchase Price 559,731,873.75 (1,628,643.7'5) 558,103,230.00 654,661.34 557,448,568.66 322.993.25 557,771,561.91 .............................. 1,499,471.77 Bond Years.......... 25.103 YEARS Average life ..................... ................. 6.4852759X Average Coupon .................................... ................. 6.6375498X Net Interest Cost (NIC).......... 6.5894149X True Interest Cost (TIC) .......................... 7 County of Roanoke, Virginia Water System Revenue Bonds, Series 1991 SOURCES AND USES Dated 10/01/1991 Delivery 11/07/1991 .............. S59,731,873.75 Par Amount of Bonds ............................... (1,628,643.75) (Discount)/Premium......•••••••• " 322,993.25 Accrued Interest from 10/01/1991 to 11/07/1991••. 14,820,768.85 Net Proceeds of G.O. Issue ........................ 573,246,992.10 Total Sources Deposit to Project Construction Fund....•••••••••• Deposit to Capitalized Interest Fund.....•:::::::: Deposit to Debt Service Fund .............. Deposit to Oebt Service Reserve Fund (DSRF)....... Total Underwriter's Discount (1.096X) ............. Costs of Issuance ................................. ............... Gross Bond Insurance Premium....••• .•-.••••.•.... Contingency ......................... Total Uses Alex. Brown & Sons, Inc. Public Finance Department 8 561,708,081.39 4,926,898.42 322,993.25 4,785,900.00 654,661.34 375,000.00 470,930.26 2,527.44 573,246,992.10 FILE = REVF1 10/15/1991 2:46 PM _. ,__., ,_.~,__ Comparison of Sale of $74.7 Million of Bonds in Different Market Conditions Interest R~- Year~l~ 6.48% 1991 7.83% 1990 7.47% 1989 7.77% 1988 9.01% 1987 7.50% 1986 9.52% 1985 (11 These historic rates were those each year. Annual Debt Service $5,445,412 6,299,204 6,067,575 6,260,413 7,075,983 6,086,774 7,419,107 in effect during week 42 of 9 LEE-B~-EDDY-STATEMENT-REGARDING-SPRING-HOLLOW BOND APPROVALS - 10/17 9 ------ / 1 Mr. Chairman, I am pleased that the bond interest rates appear to be so attractive. I am also pleased that the combined amount of the bond issues has been moderately reduced from that previously estimated as a result of the low interest rates and the favorable construction bids received on the reservoir portion of the project. I think most of the teams involved in developing the financing package have performed ver well, and are to be commended. However, I plan to vote against the Y resolutions ratifying the terms of the bond sales for the followin reasons. g 1. I have previously opposed the Spring Hollow Project and the bond issues, and I intend to act in a consistent manner. 2. The Spring Hollow Project has a very high cost-to-benefit ratio. 3. In my opinion, alternate sources and arrangements have not been evaluated to a sufficient degree to demonstrate, without question the Spring Hollow Project financed entirely by Roanoke Count ~ that best solution to the Roanoke Valley's water needs in the fort' is the seeable future. 4. The County is approaching the overall project on a piecemeal bas' It has not is. yet obtained all necessary permits, has not determined the basic design of the water treatment facilities, and does not know f certain how or if the entire system will work together. or 5. As a minimum, I believe that the bond sale and reservoir construct" contract should be deferred until all elements of the ion and until reasonable assurance is obtained that al project are known 1 necesary permits will be granted. - end of statement - OF POANp~~ h L 2 ~ A ~ a= 18 ~E50` 88 S~S~VICENTENN~P~ A Bururi~u/ Begrnaing ~IIlin~~ II~ ~II~tYtII~P ROANOKE COUNTY BOARD OF SUPERVISORS AGENDA OCTOBER 17, 1991 ALL-AMERICA CRY r ~'9 'g '9 Welcome to the Roanoke Coun meetings are held on the second Tuesda of Supervisors meeting. Regular P•m• Public hearings are held at 7:00 p.m on the fo rtrth 1~esday at 3:00 month, h Tuesday of each 1• Roll Call B• FORK SESSION 1• Financing of the Spring Hollow Water Pro'ect J C• NEW BUSINESS 1• Acceptance of Sale of $15 million General Obli Bonds. gation 2• Acceptance of sale of $59,731,874 Water S st Bonds. y em Revenue D• ADJOI;-RNMENT A• OPENIIITG CEREMONIES (3:00 P.M.) ACTION NO. ITEM NUMBER ~ "' AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANORE COUNTY, VIRGINIA HELD AT THE ROANORE COUNTY ADMINISTRATION CENTER MEETING DATE: October 17, 1991 AGENDA ITEM: Work Session - Financing of Spring Hollow Water Project COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION: A work session has been scheduled to present to the Board of Supervisors information regarding the financing of the Spring Hollow Water Project. In addition to County staff, the following individuals will be present to answer questions: Mr. Jim Johnson Wheat First Securities Financial Advisor Mr. George Scruggs McGuire, Woods, Battle and Boothe Bond Counsel Mr. Kevin Quinn Alex Brown and Sons, Inc. Underwriter f.. j..~T~f'.r ~~t r^s-' ~~ Elmer C. Hodge County Administrator ------------------------------------ ACTION VOTE Approved ( ) Motion by: Denied ( ) No Yes Abs Received ( ) Eddy Referred ( ) Johnson To ( ) McGraw Nickens Robers ACTION NO. ITEM NUMBER ~ ~' AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER MEETING DATE: October 17, 1991 AGENDA ITEM: Acceptance of Sale of $15 Million General Obligation Bonds COUNTY ADMINISTRATOR'S COMMENTS: BACKGROUND: On August 27, 1991, the Board of Supervisors adopted a Resolution which authorized the issuance and sale of $15 Million Water System General Obligation Bonds. These bonds were approved by voter referendum on November 4, 1986. SUMMARY OF INFORMATION: The County staff has worked with Alex Brown & Sons, Incorporated as Underwriters, Wheat First Securities, Inc. as Financial Advisors, and McGuire, Woods, Battle & Boothe as Bond Council, to structure the documents related to these General Obligation Bonds . These Bonds have been rated as Aa by Moody' s and AA by Standard & Poors. The Bonds will be priced on October 15 and 16, 1991. The results of this pricing will be explained during the work session on October 17, 1991. In the attached Resolution, the Board of Supervisors will accept the terms of this pricing and the Bond documents. Also attached is a draft of the Bond Purchase Agreement. This document accepts and approves all of the legal documents and terms and conditions related to the sale of these bonds. The Chairman of the Board will need to sign this agreement at the end of the meeting to authorize the sale of bonds. These $15 Million General Obligation Bonds will be sold with $ 59 731 Qua of Water Revenue Bonds to finance the Spring Hollow Water Project. STAFF RECOMMENDATION: Staff recommends adopting the attached Resolution with respect to the Water System General Obligation Bonds. Respectfully submitted, ~c~~~ ~. ~ Diane D. Hyatt Director of Finance Approved by, ~c Jy///J/3 )//e .Y ~~ Elmer C. Hodge ~ County Administrator ACTION Approved Denied Received Ref erred To Motion by: VOTE No Yes Abs Eddy Johnson McGraw Nickens Robers c-~ AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER, THURSDAY, OCTOBER 17, 1991 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF ROANORE, VIRGINIA WITH RESPECT TO $15,000,000 GENERAL OBLIGATION WATER SYSTEM BONDS, SERIES 1991 The Board of Supervisors ("Board") of the County of Roanoke, Virginia ("County") adopted a Resolution on August 27, 1991 ("Resolution"), authorizing the issuance and sale of the County's $15,000,000 General Obligation Bonds, Series 1991 ("Bonds"). A Preliminary Official Statement with respect to the Bonds has been prepared and distributed pursuant to the Resolution and the Board proposes to approve the sale of the Bonds pursuant to a Bond Purchase Agreement, dated as of October 17, 1991 ("Bond Purchase Agreement") with Alex. Brown & Sons Incorporated, Craigie Incorporated, Merrill Lynch & Co. and Scott & Stringfellow Investment Corp. ("Underwriters"). NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF ROANOKE, VIRGINIA: 1. Ratification of Terms. The issuance and sale of the Bonds upon the terms and conditions set forth in the Bond Purchase Agreement are approved and ratified. 2. Ratification of Preliminary Official Statement: Execution of Official Statement. The Preliminary Official Statement is deemed final as of its date except for the omission of certain Information such as offering prices, interest rates, selling compensation and other information permitted by Rule 15c- 2-12 (b) of the Securities and Exchange Commission. The Chairman of the Board is authorized and directed to execute and deliver the Official Statement with respect to the issuance and sale of the Bonds in substantially the form of the Preliminary Official Statement with such changes that are not inconsistent with Rule 15c-2-12 as such officer may consider necessary or desirable in connection therewith and such Official Statement is hereby approved. 3. Approval and Execution of Bond Purchase Aareement. The Bond Purchase Agreement is approved in substantially the form submitted at this meeting, with such changes, insertions or omissions as may be approved by the Chairman of the Board or the County Administrator, whose approval shall be evidenced conclusively by the execution and delivery of the Bond Purchase Agreement. The execution and delivery of the Bond Purchase Agreement is approved, ratified and confirmed. 4. Further Actions. The Chairman of the Board and the County Administrator, and such officers and agents of the County as either of them may designate, are authorized and directed to do and perform such things and acts as they shall deem necessary or appropriate to carry out the transactions authorized by this Resolution or contemplated by the Bonds and the Bond Purchase Agreement, and all of the foregoing previously done or performed by such officers or agents of the County are in all respects approved, ratified and confirmed. 5. Filing of Resolution. The County Attorney is authorized 2 .,,, t r` and directed to file a certified copy of this Resolution with the Circuit Court of the County of Roanoke, Virginia pursuant to Section 15.1-227.9 of the Code of Virginia of 1950, as amended. 6. Effective Date. This Resolution shall take effect immediately. The undersigned Clerk of the Board of Supervisors of the County of Roanoke, Virginia, certifies that the foregoing constitutes a true, complete and correct copy of the Resolution adopted at a special meeting of the Board of Supervisors of the County of Roanoke, Virginia, held on October 17, 1991. Dated: [SEAL] Clerk, Board of Supervisors, County of Roanoke, Virginia 3 MWBB DRAFT OF 10/9/91 $15,000,000 COUNTY OF ROANOKE, VIRGINIA GENERAL OBLIGATION WATER SYSTEM BONDS SERIES 1991 BOND PURCHASE AGREEMENT October 17, 1991 County of Roanoke, P. O. Box 29800 3738 Brambleton Avenue, S.W. Roanoke; Virginia 24018 Attention: County Administrator Ladies and Gentlemen: The undersigned, Alex. Brown & Sons, Incorporated, as senior manager (the "Representative") acting on behalf of itself and Craigie Incorporated, Merrill Lynch & Co_ and Scott & Stringfellow Investment Corp., as co-managers (the Representative and such co-managers being collectively referred to as the "Underwriters") offer to enter into the following agreement with you (the "Issuer") for the sale by you and the purchase by the Underwriters of the County of Roanoke, Virginia General Obligation Water System Bonds, Series 1991 described below (the "Bonds"). Upon your acceptance of this offer and your execution and delivery of this Agreement, this Agreement will be binding upon you and the Underwriters. This offer is made subject to your acceptance, evidenced by your execution and delivery of this Agreement to the Representative at or before 5:00 p.m., Roanoke, Virginia time, on this date, and, if not so accepted, will be subject to withdrawal by the Representative upon written notice delivered to you at any time thereafter before acceptance by you. Unless otherwise indicated, the capitalized terms used in this Agreement have the meanings assigned to them in the Preliminary Official Statement dated October 4, 1991 (the "Preliminary Official Statement") relating to the issuance of the Bonds. 1. Purchase and Sale. 1.1 Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth in this Agreement, the Underwriters agree to purchase from you, and you agree to sell to the Underwriters, jointly and severally, when as and if issued, all, but not less than all, of the Bonds in the aggregate principal amount and at the aggregate purchase price set forth in Exhibit A. The Bonds will mature and be subiect to optional and mandatory redemotioa_on the dates and in the amounts and bear interest at the rates set forth in Exhibit A. 2. Good Faith Deposit. The Representative has delivered to the Issuer, and the Issuer acknowledges receipt of, a corporate check in the amount of $150,000. The Issuer will, as security for the faithful performance by the Underwriters of their obligations under this Agreement, hold the check uncashed until disposed of as follows: (a) At the Closing, the check will be delivered to the Representative for the account of the Underwriters; (b) If the Issuer fails to deliver the Bonds at the Closing, or if the Issuer is unable on or before the Closing to satisfy the conditions to the obligations of the Underwriters contained in this Agreement, or if the obligations of the Underwriters are terminated for any reason permitted by this Agreement, the check will be delivered to the Representative for the account of the Underwriters; or (c) If the Underwriters fail (other than for a reason permitted in this Agreement) to accept and pay for the Bonds upon their tender by the Issuer as provided in this Agreement, the check will be retained and cashed by the Issuer as and for full liquidated damages for the failure and for any and all defaults on the part of the Underwriters, and the delivery of the check will constitute satisfaction, and will result in full release and discharge, of all claims and damages for the failure and for any and all defaults. 3. Concurrent Matters. 3.1 Upon your acceptance, execution and delivery of this Agreement, you will deliver to the Underwriters two copies of the Preliminary Official Statement marked as a final Official Statement, dated October 17, 1991 (the "Official Statement"), signed by your Chairman or Vice-Chairman, which Official Statement will be substantially in the form of the Preliminary Official Statement, with only such amendments as are necessary to complete it as a final Official Statement or as have been approved by the Underwriters in writing, which approval will be conclusively evidenced by their execution and delivery of this Agreement. 3.2 Your acceptance, execution and delivery of this Agreement will constitute your acknowledgment that the Underwriters (1) propose to make a bona fide public offering of the Bonds at the initial public offering prices or yields set forth in the Official -2- Statement, (2) may effect transactions that stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market and may discontinue the stabilization, if commenced, at any time, and (3) may change the offering prices of the Bonds from time to time and may offer the Bonds to certain dealers at prices lower than the public offering prices shown on the front of the Official Statement. 3.3 Your acceptance, execution and delivery of this Agreement will constitute (i) your consent and authorization to the use by the Underwriters, in connection with the public offering and sale of the Bonds, of copies of the Official Statement, including any supplements or amendments to it, and (2) your ratification of the use by the Underwriters in connection with the offering of the Bonds of the Preliminary Official Statement and the information contained in it. 3.4 On this date, concurrently with your acceptance of this Agreement, you will deliver or cause to be delivered to the Underwriters (i) a copy of the resolutions adopted by the Roanoke County, Virginia Board of Supervisors (the "Board") on July 22, 1986, August 27, 1991 and October 17, 1991, authorizing the issuance and sale of the Bonds and the execution and delivery of this Agreement (collectively, the "Authorizing Resolutions"), certified by the Clerk or Secretary of the Board to have been duly adopted by the Board and to be in full force and effect as of this date and (ii) a copy of the order entered by the Circuit Court of Roanoke County, Virginia on November 19, 1986 (the "Court Order"), authorizing the Board to carry out the wishes of the voters in an election (the "Election") held by the Issuer on November 4, 1986 approving the issuance of the Bonds, certified by the Clerk of such court to be in full force and effect on this date. 4. Closing: Delivery of Bonds. At 1 :00 n_:, Roanoke, Virginia time, on November 7, 1991, or such other time and date as the Issuer and the Representative may agree in writing (the "Closing" or "Closing Date"), the Issuer will cause the Bonds to be delivered to the Underwriters at the offices of The Depository Trust Company, New York, New York ("DTC"). The other documents mentioned in this Agreement will be delivered on the Closing Date at the offices of McGuire, Woods, Battle & Boothe in Richmond, Virginia, or such other place as the Representative and the Issuer may mutually agree. On the Closing Date, the Underwriters will pay the purchase price of the Bonds by wire transfer of federal funds payable to the order or account of the Issuer at the office of the Trustee in Richmond, Virginia. Notwithstanding the foregoing, if the Issuer prepares an amendment or supplement to the Official Statement pursuant to paragraph (h) of Section 6, the Closing may be postponed by the Underwriters to the tenth business day after the preparation of the amendment or such other time as the -3- Representative and the Issuer determine. The Bonds will be delivered to DTC registered in the name of Cede & Co. or such other name as DTC may request at least two business days before the Closing. It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print the numbers on any Bond nor any error in the numbers or the printing will constitute cause for a failure or refusal by the Underwriters to accept delivery and pay the purchase price of the Bonds. 5. Representations and Warranties 5.1 The Issuer makes the following representations and warranties to the Underwriters on this date and as of the Closing Date: (a) The Issuer is duly organized in the traditional county form of government and is a political subdivision of the Commonwealth of Virginia and has all power and authority granted to counties under the Constitution and laws of Virginia, including, in particular, the Public Finance Act of 1991, Chapter 5.1, Title 15.1 of the Code of Virginia of 1950, as amended (the "Act"), and under its Charter approved by the 1986 Session of the Virginia General Assembly, as amended. (b) The Issuer has full power and authority to (1) execute and deliver this Agreement and the Official Statement, (2) adopt the Authorizing Resolutions and approve and authorize the distribution of the Preliminary Official Statement and the Official Statement, (3) issue the Bonds in the manner contemplated by the Authorizing Resolutions and the Official Statement, and (4) otherwise consummate all of the actions contemplated by the Issuer under this Agreement and the Official Statement to be consummated by the Issuer. The Issuer has taken or will take all action required by the Act and its Charter, as appropriate, and other applicable laws in connection with the foregoing. (c) The Issuer has duly authorized the (1) execution and delivery of this Agreement and the Official Statement, (2) distribution of the Preliminary Official Statement and the Official Statement, and (3) consummation of all of the transactions contemplated by the Issuer under this Agreement and by the Official Statement to be consummated by the Issuer. (d) The execution and delivery of, and the performance of the obligations of the Issuer under, this Agreement and the Official Statement, and the issuance and sale of the Bonds are within the corporate powers of the Issuer and will not conflict with, or constitute a breach, or result in a violation of (1) the Act, the Issuer's Charter or any ordinance of the Issuer, (2) any federal or Virginia constitutional or statutory provision, (3) in any material respect, any agreement or other instrument to which the Issuer is a party or by which it is bound, or (4) any order, -4- rule, regulation, decree or ordinance of any court, government or governmental authority having jurisdiction over the Issuer or its property. (e) No consent, approval, authorization or order ("Consents") of any governmental or regulatory authority is required to be obtained by the Issuer as a condition precedent to the issuance of the Bonds or the execution and delivery by the Issuer of this Agreement or the Official Statement or the distribution of the Preliminary Official Statement (provided no representation or warranty is expressed as to any action required under federal or state securities or Blue Sky laws in connection with the purchase or distribution of the Bonds by the Underwriters). (f) _ Bsceut as described in the official Statement, there is no litigation at law or in equity or any proceeding before any governmental agency pending or, to the knowledge of the Issuer, threatened with respect to (1) the existence of the Issuer, (2) its authority under the Act, its Charter or otherwise to execute and deliver this Agreement, the Official Statement or the Bonds, (3) the validity or enforceability of any such instruments, including the Authorizing Resolutions, or the transactions contemplated by them, (4) the title of the officers who executed or will execute such instruments, (5) any authority or proceedings relating to the execution and delivery of any such instruments by the Issuer, (6) the ability of the Issuer to pledge its full faith and credit backed by its taxing power as described in the Official Statement to provide for payment of principal of or interest on the Bonds or the authority of the Issuer to undertake the project to be financed by the proceeds of the Bonds, (7) the completeness or accuracy of the Official Statement, or (8) the exclusion of interest on the Bonds from Virginia or federal income taxation. (g) When authenticated by the Issuer and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, the Bonds (i) will have been duly authorized, executed and issued, (2) will constitute legal, valid and binding general obligations of the Issuer enforceable in accordance with their terms, except as limited by bankruptcy, insolvency, reorganization, moratorium and similar laws and usual equity principles, and (3) will be secured by the Issuer's full faith and credit as more particularly described in the Official Statement. (h) The Issuer is not in default in the payment of the principal of or interest on any of its indebtedness for borrowed money and is not in default in any material respect under any document or instrument under and subject to which any indebtedness for borrowed money has been incurred which default would affect materially and adversely the transactions contemplated by this Agreement. No event has occurred or is continuing under -5- the provisions of any such document or instrument that, with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder, which event of default would affect materially and adversely the transactions contemplated by this Agreement. (i) The Issuer is not in violation of the Act, its Charter or any existing law, rule or regulation applicable to it and is not in default in any material respect under any indenture, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or restriction of any kind to which the Issuer is a party or by which it is bound or to which any of its assets are subject, which default would affect materially and adversely the execution and delivery by the Issuer of this Agreement or the transactions contemplated by it. (j) The information, including all appendices and attachments in the Official Statement (except for information relating to "Yields" or "Prices" of the Bonds and contained under the section headings "Book-Entry Only System and "Tax Exemption," and except for stabilization language on the inside front cover thereof) is as of its date and will be as of the date of Closing true and correct and does not and will not contain any untrue statement of a material fact or omit to state a material fact that is necessary to make the statements made, in light of the circumstances under which they were made, not misleading. (k) The Preliminary Official Statement heretofore delivered to the Representative was deemed final by the Issuer as of its date, except for the omission of such information permitted by Rule 15c2-12 of the Securities and Exchange Commission. 5.2 The Underwriters represent and warrant that they will make a bona fide public offering of the Bonds, that the Bonds will only be offered pursuant to the Official Statement and only in states where the offer is legal and that a copy of the Official Statement will be delivered to each purchaser of the Bonds. The Underwriters further represent and warrant that they will file a copy of the final Official Statement with a nationally recognized securities information repository registered with the Securities and Exchange Commission upon receipt thereof to shorten the length of the underwriting period as provided in Rule 15c2-12. 5.3 Each of the representations and warranties set forth in this Section will survive the Closing. 5.4 Any certificate signed by any of the Issuer's officials and delivered to the Underwriters in connection with the delivery of the Bonds will be deemed to be a representation and warranty by the Issuer to the Underwriters as to the statements made in this Agreement, and any certificate signed by the Representative on behalf of the Underwriters and delivered to the -6- Issuer in connection with the delivery of the Bonds will be deemed to be a representation and warranty by the Underwriters to the Issuer as to the statements made in this Agreement. 6. Covenants. The Issuer covenants with the Underwriters that: (a) The Issuer will cause to be made available to the Underwriters such reasonable quantities of the Authorizing Resolutions and the Court Order as the Underwriters may request for use in connection with the offering and sale of the Bonds and will cooperate with the Representative to make reasonable quantities of the final Official Statement available to the Underwriters within 7 business days of this date and in time to accompany any confirmation that requests payment from any customer of any Underwriter, and in sufficient quantities as the Underwriters may request to enable them to comply with Rule 15c2-12 and the Rules of the Municipal Securities Rulemaking Board (the "MSRB"). (b) The Issuer will apply the proceeds from the sale of the Bonds as provided in and subject to all of the terms and provisions of the Authorizing Resolutions and the Official Statement and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal or Virginia income tax purposes of the interest on the Bonds. (c) The Issuer will furnish such information and execute such instruments and take such action in cooperation with the Representative as the Representative may reasonably request (1) to (A) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Representative may designate and (B) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and (2) to continue such qualifications in effect so long as required for the distribution of the Bonds; provided, however, that the Issuer will not be required to qualify as a "foreign corporation" or to file any general consents to service of process under the laws of any state or to comply with any other requirements deemed by the Issuer to be unduly burdensome. The Issuer consents to the use of the Preliminary Official Statement and Official Statement in connection with the foregoing. (d) The Issuer will advise the Representative immediately of receipt by the Issuer of any notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose. -7- (e) Except for the Issuer's water system revenue bonds in the aggregate principal amount of approximately $64 million to be issued at approximately the same time as the Bonds, between the date of this Agreement and before Closing, the Issuer will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by a pledge of the revenues or other assets of the Issuer. (f) The Issuer will not before the Closing amend, terminate or rescind the Authorizing Resolutions or take any action to cause or which has the effect of causing the Court Order to be terminated, rescinded or vacated without the prior written consent of the Representative. (g) From the Closing Date until twenty-five days after the end of the underwriting period (as defined below), the Issuer agrees to notify the Representative of any event of which it has actual knowledge which affects the Issuer and which, in the judgment of the Issuer after reasonable inquiry, might affect the correctness or completeness of any statement of a material fact contained in the Official Statement as it relates to the Issuer. If, as a result of such event or any other event, it is necessary, in the reasonable opinion of the Representative, to amend or supplement the Official Statement to make the statements in it, in the light of the circumstances under which they were made, not misleading and the Representative has so advised the Issuer, the Issuer agrees that it will promptly prepare and furnish to the Representative (at the expense of the Issuer) a reasonable number of copies of an amendment of or a supplement to the Official Statement that will amend or supplement the Official Statement in a form and manner as is reasonably acceptable to the Representative. For purposes of this Agreement, the term "end of the underwriting period" means the later of the Closing or when a participating Underwriter no longer retains (directly or as a syndicate member) an unsold balance of the Bonds for sale to the public. The Underwriters agree that the underwriting period will be deemed to end on November 29, 1991, unless the Representative otherwise notifies the Issuer in writing before such date of the approximate unsold balance bf the Bonds, in which case the underwriting period will be extended for the lesser of thirty days or the first date on which the Underwriters no longer have an unsold balance of the Bonds. The Underwriters will use their best efforts to end the underwriting period as soon as possible after Closing. (h) If between this date and the date of the Closing any event occurs which would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated, in the light of the circumstances under which they were made, not misleading, the Issuer will notify the Representative of -8- this event and if in the opinion of the Issuer or the Representative this event requires the preparation and publication of a supplement or amendment to the Official Statement, the Issuer will furnish such information as may be necessary to correct this misstatement or omission and will cooperate to cause the Official Statement to be amended or supplemented in a form reasonably satisfactory to the Representative and approved by the Issuer. All costs associated with any such supplements or amendments will be paid by the Issuer. (i) The Issuer will (1) take all action necessary, including execution of a letter of representation to DTC to qualify the Bonds for book-entry registration and delivery through DTC, and (2) deliver authenticated Bonds to DTC at the time and place provided in Section 4 of this Agreement. (j) The Issuer will not take or omit to take any action which, under existing law, adversely affects the exemption from federal or Commonwealth of Virginia income taxation of the interest on the Bonds. 7. Conditions of Closincx. 7.1 The Representative has entered into this Agreement on behalf of itself and the other Underwriters in reliance upon the representations, warranties and agreements of the Issuer contained in it, and in reliance on the documents and instruments to be delivered at the Closing and on the performance by the Issuer of its obligations under this Agreement, both as of this date and as of the date of the Closing. Accordingly, the obligation of the Underwriters to consummate the transactions contemplated in this Agreement at the Closing are conditioned upon the performance by the Issuer of its obligations to be performed under this Agreement and under such documents and instruments at or before Closing, and is subject to the satisfaction (unless waived in writing) of the following conditions: (a) The Underwriters will not have discovered any material error, misstatement or omission in the representations and warranties made by the Issuer in this Agreement, which representations and warranties will be deemed to have been made again at and as of the time of the Closing and will then be true in all material respects. (b) The Authorizing Resolutions, the Court Order, the Issuer's Charter and the Act will be in full force and effect and will not have been amended, modified or supplemented, and the Official Statement will not have been supplemented or amended, except as may have been agreed or consented to by the Representative. -9- (c) At the time of the Closing, all official action of the Issuer relating to this Agreement, the Bonds and the Authorizing Resolutions will be in full force and effect and will not have been amended, modified or supplemented except as otherwise agreed to by the Representative. (d) At the time of the Closing, there will have been no material adverse change or any development involving a prospective change, in the condition, financial or otherwise, of the Issuer from that set forth in the Official Statement that in the reasonable judgment of the Representative makes it impracticable to market the Bonds on the terms and in the manner contemplated in the Official Statement. (e) The Representative will have received the Official Statement, and each supplement or amendment, if any, to it, executed on behalf of the Issuer by the Chairman or Vice Chairman of the Board. (f) The Underwriters will have received from Bond Counsel, an approving opinion, dated the Closing Date, in substantially the form set forth in Appendix B to the Official Statement. (g) The Underwriters will have received from Bond Counsel a supplemental opinion or opinions, dated the Closing Date, in substantially the form of Exhibit B. (h) The Underwriters will have received from the County Attorney, as counsel to the Issuer, an opinion dated the Closing Date in substantially the form of Exhibit C. (i) The Underwriters will have received from McGuire, Woods, Battle & Boothe, counsel to the Underwriters, an opinion, dated the Closing Date, in substantially the form of Exhibit D. (j) The Underwriters will have received a certificate regarding the Issuer's representations and warranties dated the Closing Date, signed by the Chairman or Vice Chairman of the Board and the Director of Finance of the Issuer, in substantially the form of Exhibit E. (k) The Underwriters will have received a certificate of the Chairman or Vice Chairman of the Board and the Director of Finance, setting forth facts, estimates and circumstances (including covenants of the Issuer) in existence on the Closing Date sufficient to support the conclusion that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended and applicable rules and regulations. -10- (1) The Underwriters will have received a certificate of the Issuer as to the receipt of payment for the Bonds. (m) The Underwriters will have received confirmations of ratings from Moody's Investors Service, Inc. and Standard & Poor's Corporation indicating the Bonds have been rated "Aa" and "AA", respectively, which ratings will remain in effect on the Closing Date. (n) The Underwriters will have received two certified copies of the Authorizing Resolutions and Court Order. (o) The Underwriters will have received a letter of Depository Trust Company in substantially the form of Exhibit F. (p) The Underwriters will have received the consent of KPMG Peat Marwick, in form and substance reasonably satisfactory to the Underwriters, to the inclusion in the Preliminary Official Statement and the Official Statement of information, reports or other materials provided to the County by KPMG Peat Marwick, or to the attribution of opinions or statements to such party as made therein, including the financial statements of the County for its fiscal year ending June 30, 1990; (q) The Underwriters will have received such additional legal opinions, certificates and other evidence as the Underwriters or bond counsel reasonably may deem necessary to evidence the truth and accuracy as of the Closing Date of the Issuer's representations and warranties contain in this Agreement and the Official Statement and the due performance and satisfaction by the Issuer at or before the time of any agreements then to be performed and all conditions then to be satisfied by the Issuer. 7.2 If any of the conditions set forth in Section 7.1 have not been met on the Closing Date, the Underwriters may, at their sole option, terminate this Agreement. If this Agreement is terminated pursuant to this Section, neither party will have any rights or obligations to the other, except as provided in Section 10. 8. Actions and Events at the Closinct. At the Closing, (1) the Issuer: (A) will deliver the Bonds to DTC duly executed on the Issuer's behalf in accordance with Section 4 and (B) will deliver to the Underwriters at the place of Closing identified in Section 4, or at such other place or places as the Issuer and the Underwriters mutually agree, the items described in Section 7.1, and (2) the Representative will deliver to the Issuer payment for the Bonds as provided in Section 4. -11- 9. Termination of Agreement. The Representative has the right to terminate the Underwriters' obligations under this Agreement, without liability by notifying the Issuer at any time after the date of this Agreement and before Closing if: (a) (1) Legislation (including any amendment) has been introduced in or adopted by either House of the Congress of the United States, or recommended to the Congress for passage by the President of the United States or favorably reported for passage to either House of the Congress by any Committee of such House, or (2) a decision has been rendered by a court established under Article III of the Constitution of the United States or by the United States Tax Court, or (3) an order, ruling or regulation has been issued or proposed by or on behalf of the Treasury Department of the United States or the Internal Revenue Service or any other agency of the United States, or (4) a release or official statement has been issued by the President of the United States or by the Treasury Department of the United States or by the Internal Revenue Service, the effect of which, in any such case described in clause (1), (2), (3), or (4), would be to impose, directly or indirectly, federal income taxation upon interest received on obligations of the general character of the Bonds or upon income of the general character to be derived by the Issuer, other than as imposed on the Bonds and income from them under the federal tax laws in effect on this date, in such a manner as in the reasonable judgment of the Representative would materially and adversely affect the marketability or the market price of obligations of the general character of the Bonds or their ability to enforce contracts for the sale of the Bonds; (b) (1) The Constitution of the Commonwealth of Virginia is amended or an amendment is proposed, or (2) legislation is enacted, or ( 3 ) a judicial decision has been rendered as to matters of Virginia law, or (4) any order, ruling or regulation has been issued or proposed by or on behalf of the Commonwealth of Virginia by any of its officials, agencies or departments, affecting the tax status of the Issuer, its property or income, its notes or bonds (including the Bonds), or the interest on them, which in the reasonable judgment of the Representative would materially and adversely affect the marketability or the market price of the Bonds; (c) Any fact or event exists or has existed that, in the Representative's reasonable judgment, requires or has required an amendment of or supplement to the Official Statement under the terms of this Agreement which has not been completed to the Representative's reasonable satisfaction; -12- (d) There has occurred any outbreak or escalation of hostilities or any change in financial markets or any local, national or international calamity or crisis the effect of which, in the Representative's reasonable judgment; would materially and adversely affect the marketability or the market price of the Bonds; (e) (1) A general suspension of trading on the New York Stock Exchange has occurred and is in force or minimum or maximum prices for trading have been fixed and are in force or maximum ranges for prices for securities have been required and are in force on the New York Exchange, whether by virtue of a determination by such Exchange or by order of the Securities and Exchange Commission or any other governmental authority of any of the Issuer's obligations (including the Bonds), (2) a suspension of trading has occurred and is in force by order of the Securities and Exchange Commission, which in the reasonable judgment of the Representative would materially and adversely affect the marketability or market price of the Bonds; (f) A general banking moratorium has been declared by either federal, State of New York or Commonwealth of Virginia authorities and be in force; (g) Legislation has been enacted by the federal government or the Commonwealth of Virginia, a decision of any federal or Commonwealth of Virginia court has been made, or a ruling or regulation (proposed, temporary or final) of the Securities and Exchange Commission or other governmental agency has been made or issued that, in the opinion of counsel for the Underwriters, (1) has the effect of requiring the contemplated distribution of the Bonds or any agreement offered in connection with them to be registered under the Securities Act of 1933, as amended, or the Authorizing Resolutions to be qualified as an indenture under the Trust Indenture Act of 1939, as amended, or (2) that the issuance and sale of the Bonds will result in a violation of such provisions; (h) The purchase of and payment for the Bonds by the Underwriters, or the sale of the Bonds to the Underwriters or their resale or reoffering by the Underwriters, on the terms and conditions provided in this Agreement is prohibited by any applicable law, governmental authority, board, agency or commission; (i) The "blue sky" or securities commission of any state in the United States has withheld registration, exemption, or clearance of the offering of the Bonds because of a change in or interpretation of law after the date of this Agreement, and, in the reasonable judgment of the Representative, the effect of the withholding will materially and adversely effect the market price -13- or marketability of the Bonds, or the ability of the Underwriters to enforce contracts for the sale; (j) Additional material restrictions not in force on the date of this Agreement have been imposed on trading in securities generally or by a governmental authority or the national association of securities dealers; or (k) any amendment of or supplement to the Official Statement is distributed (whether or not such amendment or supplement was approved by the .Representative prior to its distribution) that, in the reasonable opinion of the Representative, has a material and adverse effect upon the ability of the Underwriters to sell the Bonds at the contemplated offering prices. 10. Expenses. (a) The Underwriters are under no obligation to pay, and the Issuer will cause to be paid all expenses incident to the performance of its obligations under this Agreement, including, but not limited to, (1) the cost of the printing or other reproduction (for distribution before, on, or after the date of acceptance of this Agreement) of the Preliminary Official Statement and the Official Statement, in reasonable quantities for distribution, (2) charges made by rating agencies for the rating of the Bonds, (3) the cost of preparing the definitive Bonds, (4) the fees and disbursements of bond counsel, counsel to the Underwriters and any other experts, advisors or consultants retained by the Issuer, (5) the costs of paying all agents, transfer agents and bond registrars, (6) the fees and expenses of any wire transfers made pursuant to Section 4 of this Agreement, :(7) the costs of Reoresentat ve and (8) the fees and expenses, including travel expenses, incurred by the Issuer in connection with the issuance, sale and delivery of the Bonds. A s 11. Miscellaneous. (a) All notices, demands and formal actions under will this Agreement be in writing and mailed, telegrammed or delivered to the following address or such other address as either of the parties shall specify: (i) If to the Underwriters Alex. Brown & Sons Incorporated 135 East Baltimore Street Baltimore, Maryland 21202 Attention: Municipal Bond Department -14- (ii) If to the Issuer: County of Roanoke P. O. Box 29800 3738 Brambleton Avenue, S.W. Roanoke, Virginia 24018 Attention: County Administrator (b) This Agreement will inure to the benefit of and be binding upon its parties and their successors and assigns and does not confer any rights upon any other person. The terms "successor" and "assigns" do not include any purchaser of any of the Bonds from the Underwriters merely because of such purchase. (c) This Agreement may not be assigned by the Issuer or the Underwriters. (d) If any provision of this Agreement is held or deemed to be or is, in fact, inoperative, invalid or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, this will not have the effect of rendering the provision in question inoperable or unenforceable in any other case or circumstances or of rendering any other provision of this Agreement valid, inoperative or unenforceable to any extent whatsoever. (e) This Agreement will be governed by and construed in accordance with the laws of Virginia. (f) Any authority, right, discretion or other power conferred upon the Underwriters or the Representative under any provision of this Agreement may be exercised jointly by them or by the Representative on behalf of all the Underwriters, and the Issuer will be entitled to rely upon any request, notice or statement if it is given or made by the Representative on behalf of all of the Underwriters. (g) This Agreement may be executed in several counterparts, each of which will be regarded as an original and all of which will constitute one and the same document. ALEX. BROWN & SONS INCORPORATED By. Its: -15- By our acceptance of this Agreement, given this date, we agree to be bound by the provisions of this Agreement that relate to us COUNTY OF ROANOKE, VIRGINIA By: Its: -16- Exhibit A MaTVRrr~s, AMOUivrs, THEREBY RATES AND YIELDS (OR PRICES) 1ffi 000 Current Interest Serial Bonds e nc Yield to Yield to Year of Principal Interest Maturity Year of Principal Interest Maturity Maturi Amount to or Prig atu ' Amount Rate or Price ;~ ffi ~ ~~ ~~ _~ ~ ~~ ~ ~~ 490000 96 Term Boods Due Jane 2011 96 etm une Redemption Provisions optional Redemption Year Amy 2~ $43® 2~ 465® 2i 49~ 5 2010 530,000 2011 565.0001 (Redemption Period Redem tio~n (both dates nclus ve) Pr ce June 1, 2001, to May 31. 2002 ~0_ June 1. 2002, to May 31, 2003 _ June 1. 2003, and thereafterl Mandatory Redemption Year Amount Year 2012 605 000 2017 2013 645,000 2018 2014 690,000 2019 2015 740.000 2020 2016 790.000 2021 Purchase Price Par Amount of Bonds Less Original Iscue Discount Less Underwriting Discwnt Plus Accrued Interest Purchase Price S ~~ EXHIBIT B [FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL TO UNDERWRITERS] November , 1991 Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. $15,000,000 County of Roanoke, Virginia General Obligation Water System Bonds Series 1991 Ladies and Gentlemen: We have acted as bond counsel to the County of Roanoke, Virginia (the "County") in connection with the issuance of the above-referenced bonds (the "Bonds") and in such capacity, we have examined, among other things, the following documents: (a) The Constitution and applicable laws of the Commonwealth of Virginia, including Chapter 5.1, Title 15.1 of the Code of Virginia of 1954, as amended (the "Public Finance Act"); (b) certified copies of resolutions adopted by the County on July 22, 1986, August 27, 1991 and October 17, 1991 (collectively, the "Authorizing Resolutions"); (c) a certified copy of the Charter of the County; (d) a certified copy of an order of the Circuit Court of Roanoke County, Virginia entered November 19, 1986 with respect to a voter referendum on the Bonds. (e) a signed copy of the Official Statement of the County, dated October 17, 1991 (the "Official Statement"); (f) a signed copy of the bond purchase agreement, dated October 17, 1991 (the "Bond Purchase Agreement") between the County and Alex. Brown & Sons Incorporated as underwriter and representative for the other underwriters listed above (the "Underwriters"). We have also examined such other records and proceedings of the County and conducted such investigations as we have deemed Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. November _, 1991 Page 2 appropriate and necessary for purposes of this opinion. Based upon such examination, we are of the opinion that: 1. The County has all necessary power and authority to (i) execute and deliver the Bond Purchase Agreement and the Official Statement, (ii) adopt the Authorizing Resolutions, (iii) issue the Bonds in the manner contemplated by the Official Statement and the Authorizing Resolutions, and (iv) otherwise consummate all of the actions contemplated under the Authorizing Resolutions, the Bond Purchase and the Official Statement to be consummated by the County. 2. The County has (i) duly authorized (a) the execution and delivery of the Bond Purchase Agreement and the Official Statement, (b) the preparation and distribution of the Official Statement, and (c) the consummation of all of the transactions contemplated thereby and (ii) duly approved the form and ratified the distribution of the Preliminary Official Statement. 3. No governmental or regulatory consents, approvals, orders or authorizations (other than registration under and in compliance with the securities laws of the various states where applicable in connection with the offering and sale of the Bonds) are required for the adoption of the Authorizing Resolutions by the County or the execution and delivery by the County of the Bond Purchase Agreement, the Official Statement or for the consummation of the actions contemplated by the Bond Purchase Agreement to be consummated by the County. 4. In connection with the issuance and sale of the Bonds, it is not necessary to register any security under the Securities Act of 1933, as amended, or to qualify any indenture under the Trust Indenture Act of 1933, as amended. 5. The statements relating to the Bonds and the summaries of documents, statutes and opinions contained in the sections of the Official Statement entitled "DESCRIPTION OF THE BONDS," excluding the description of the Book-Entry Only System, "SECURITY FOR AND SOURCE OF PAYMENT OF THE BONDS," "TAX EXEMPTION," and "APPROVAL OF LEGAL PROCEEDINGS" are fair and accurate summaries of the matters referred to therein; and nothing has come to our attention that leads us to believe that such statements, as summaries, contain an untrue statement of a material fact or omit to state a material fact necessary to make such statements, as summaries, in light of the circumstances under which they were made, not misleading. Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. November _, 1991 Page 3 You may rely on our approving opinion of even date, addressed to the County, as if it were addressed to you. Very truly yours, Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. November _, 1991 Page 4 \ROANR\ROANRA.OP1 EXHIBIT C [FORM OF OPINION OF COUNTY ATTORNEY] November , 1991 Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. $15,000,000 County of Roanoke, Virginia General Obligation Water System Bonds Series 1991 Ladies and Gentlemen: I have acted as counsel to the County of Roanoke, Virginia (the "County") in connection with the issuance of the above- referenced bonds (the "Bonds") and in such capacity, have examined, among other things, the following documents: (a) The Constitution and applicable laws of the Commonwealth of Virginia, including Chapter 5.1, Title 15.1 of the Code of Virginia of 1954, as amended (the "Public Finance Act"); (b) certified copies of resolutions adopted by the County on July 22, 1986, August 27, 1991 and October 17, 1991 (collectively, the "Authorizing Resolutions"); (c) a certified copy of the Charter of the County; (d) a certified copy of an order of the Circuit Court of Roanoke County, Virginia entered November 19, 1986 with respect to a voter referendum on the Bonds. (e) a signed copy of the Official Statement of the County, dated October 17, 1991 (the "Official Statement"); (f) a signed copy of the bond purchase agreement, dated October 17, 1991 (the "Bond Purchase Agreement") between the County and Alex. Brown & Sons Incorporated as underwriter and representative for the other underwriters listed above (the "Underwriters"); Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. November _, 1991 Page 2 I have also examined such other records and proceedings of the County and conducted such investigations as Z have deemed appropriate and necessary for purposes of this opinion. Based upon such examination, I am of the opinion that: 1. The County is a political subdivision of the Commonwealth, duly organized and validly existing under the Constitution and laws of the Commonwealth and vested with all the rights, powers and privileges conferred upon it by the Constitution and laws of the Commonwealth, including in particular, the Public Finance Act. 2. The Authorizing Resolutions were duly adopted by the County and are in full force and effect. 3. All actions required to be taken by the County in connection with the adoption of the Authorizing Resolutions, the issuance and sale of the Bonds, the execution and delivery of the Bond Purchase Agreement, the Official Statement and the consummation of the transactions contemplated thereby have been taken. 4. The County has all necessary power and authority (i) to execute and deliver the Bond Purchase Agreement and the Official Statement, (ii) to adopt the Authorizing Resolutions, (iii) to issue the Bonds in the manner contemplated by the Official Statement and the Authorizing Resolutions and (iv) otherwise to consummate all of the actions contemplated by the Authorizing Resolutions, the Bond Purchase Agreement, and the Official Statement. 5. The County has (i) duly authorized (a) the execution and delivery of the Bond Purchase Agreement and the Official Statement, (b) the preparation and distribution of the Official Statement, (c) the issuance, sale and delivery of the ,Bonds and (d) the consummation of all of the transactions contemplated in such documents and instruments, and (ii) duly approved the form and ratified the distribution of the Preliminary Official Statement. 6. No further governmental or regulatory consents, approvals, orders or authorizations (other than registration under and in compliance with the securities laws of the various states where applicable in connection with the offering and sale Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. November _, 1991 Page 3 of the Bonds) are required for the adoption of the Authorizing Resolutions by the County or the execution and delivery by the County of the Bond Purchase Agreement, the Official Statement, or for the consummation by the County of the actions contemplated by such documents. 7. The adoption by the County of the Authorizing Resolutions and the execution and delivery by the County of the Bond Purchase Agreement and the Official Statement and the consummation by the County of the transactions contemplated by them are not prohibited by, and do not violate any provision and will not result in the breach of, the Constitution of Virginia, the Public Finance Act, the County's Charter or any other law, rule, regulation, judgment, decree, order or other requirement applicable to the County, any ordinance or resolution of the County, or any material contract, indenture, agreement or commitment, to which the County is a party or by which the County is bound, and have not resulted, and will not result, in the creation or imposition of any lien, encumbrance, mortgage or other similar conflicting ownership or security interest in favor of any third person in or to the County's revenues, assets, properties, funds or interests. 8. Except as described in the Official Statements, there is no legal action or other proceeding, or any investigation or inquiry (before any court, agency, arbitrator or otherwise), pending or, to the best of my knowledge, threatened against or affecting the County or any of its officials, in their respective capacities as such, which may reasonably be expected to have a material and adverse effect upon (i) the due performance by the County of the transactions contemplated by the Bond Purchase Agreement, the Authorizing Resolutions or the Official Statement, (ii) the validity or enforceability of the Bonds, the Authorizing Resolutions, the Official Statement, the Bond Purchase Agreement, or any other agreement or instrument to which the County is a party and that is used or contemplated for use in consummation of the transactions contemplated thereby or (iii) the exclusion from gross income for federal income tax purposes and the exemption from taxation for Commonwealth income tax purposes of the interest on the Bonds, and the County is not, to the best of my knowledge, subject to any judgment, decree or order entered in any lawsuit or proceeding brought against the County that may reasonably be expected to have such an effect. Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. November _, 1991 Page 4 9. To the best of my knowledge, I have no reason to believe that the Official Statement (excluding information relating to "Prices" or "Yields" and under the captions "THE BONDS-Book Entry Only System," and "TAX EXEMPTION," and all financial, statistical or quantitative information or consultant's reports), as of the date of the Official Statement and as of this date, contains an untrue statement of a material fact or omits to state a material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. I am furnishing this opinion to you, pursuant to Section 7.1(h) of the Bond Purchase Agreement, solely for your benefit as Underwriters. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purposes. Very truly yours, Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. November _, 1991 Page 5 \ROANK\ROANRA.OP3 EXHIBIT D [FORM OF OPINION OF UNDERWRITERS' COUNSEL] November , 1991 Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. $15,000,000 County of Roanoke, Virginia General Obligation Water System Bonds Series 1991 Ladies and Gentlemen: We have acted as your counsel in connection with your purchase from the County of Roanoke, Virginia (the "County") of its $15,000,000 County of Roanoke, Virginia, General Obligation Water System Bonds, Series 1991 (the "Bonds"). The County is issuing the Bonds under the terms of three bond resolutions adopted by the Board of Supervisors (the "Board") of the County on July 22, 1986, August 27, 1991 and October 17, 1991, (the "Authorizing Resolutions"). Prior to adopting the Authorizing Resolutions, the County held a referendum on the issuance of the Bonds on November 4, 1986 and filed the results thereof with the Circuit Court of the County which entered an order (the "Court Order") with respect thereto on November 19, 1986. In connection with our opinion, we have examined such documents, proceedings and other instruments as we deem necessary or advisable relating to the authorization, issuance and sale of the Bonds including the Court Order, the Authorizing Resolutions and various opinions of counsel. We have also examined a printed Official Statement of the County, dated October 17, 1991, prepared for the offering of the Bonds ("Official Statement"). Based on the foregoing and on our conferences with counsel to and representatives of the County, its bond counsel and your representatives, and without having undertaken any independent check or verification of the accuracy or completeness of the statements contained in the Official Statement, nothing has come to our attention that would lead us to believe that the Official Statement (except for any financial statements, consultant's reports and other financial and statistical data included in it, as to which we express no opinion) contains any untrue statement of a material fact or omits to state a material fact required to be stated in it or necessary to make the statements in it not Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. November _, 1991 Page 2 misleading. We are also of the opinion that the Bonds are municipal securities under the Securities Exchange Act of 1934, as amended, and their offering, sale and delivery do not require their registration under the Securities Act of 1933, as amended, and do not require the qualification of an indenture under the Trust Indenture Act of 1939, as amended. No opinion is expressed with respect to the necessity of the registration of the Bonds under the "Blue Sky" or securities laws of any state, territory or possession of the United States or of the District of Columbia. Very truly yours, Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. November _, 1991 Page 3 \ROANR\ROANKA.OP2 EXHIBIT E BOND PURCHASE AGREEMENT CERTIFICATE OF THE COUNTY OF ROANOKE, VIRGINIA This certificate is given to comply with the requirement of paragraph 7.1(j) of the Bond Purchase Agreement dated October 17, 1991 (the "Bond Purchase Agreement") between the County of Roanoke, Virginia (the "County") and Alex. Brown & Sons Incorporated, as underwriter and representative for the other underwriters listed therein. Under the Bond Purchase Agreement the Underwriters have agreed to purchase from the County and the County has agreed to sell to the Underwriters the County's Water System Revenue Bonds, Series 1991 (the "Bonds"). Unless the context clearly requires otherwise, each term used in this certificate has the same meaning as set forth in the Bond Purchase Agreement. The undersigned officers, on behalf of the County, certify that: 1. Each of the representations, warranties and agreements of the County contained in the Bond Purchase Agreement is true and correct as of the date of this certificate. 2. The County has performed all agreements and has satisfied all conditions required to be performed or satisfied by it under the Bond Purchase Agreement. 3. Since the date of the Official Statement no event affecting the County has occurred which should be disclosed in the Official Statement in order to make the statements and information contained in the Official Statement not misleading in any material respect. 4. The information, including all appendices and attachments in the Official Statement has been reviewed on behalf of the County and (except for information relating to "Yield" or "Prices" and contained under the subsection headings "DESCRIPTION OF THE BONDS-Book-Entry Only System," and "TAX-EXEMPTION") was as of its date and is as of the date of this certificate true and correct and did not and does not contain any untrue statement of a material fact or omit to state a material fact that is necessary to make the statements made, in light of the circumstances under which they were made, not misleading. There have been no material adverse changes to the County or the Project between the date of the Official Statement and the date of this certificate. The undersigned did not independently verify information in the Official Statement indicated as having been obtained from sources other than the County or its officers, but has no reason to believe that such information is not accurate. WITNESS my hand and the official seal of the County of Roanoke, Virginia this day of November, 1991. County Administrator Director of Finance [SEAL] -2- EXHIBIT F The Depository Trust Company 55 Water Street New York, New York 10041 November , 1991 Alex. Brown & Sons Incorporated 135 East Baltimore Street Baltimore, Maryland 21202 County of Roanoke 3738 Brambleton Avenue, S.W. Roanoke, Virginia 24018 $15,000,000 County of Roanoke, Virginia General Obligation Water System Bonds Series 1991 Ladies and Gentlemen: This letter will serve to confirm certain matters relating to the deposit in The Depository Trust Company ("DTC") of, and a book-entry system for, the above referenced bonds (the "Bonds"). We understand that upon original issuance a fully registered bond for each stated maturity of the Bonds in the aggregate principal amount of $15,000,000 will be delivered to Cede & Co., as nominee of DTC, for deposit with DTC. 1. DTC is a limited purpose trust company organized under the Banking Law of the State of New York, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code and a clearing agency registered Exchange Act of 1934, as amended. 2. The information contained in the Official Statement dated October 17, 1991, relating to the Bonds under the section entitled "THE BONDS--Book-Entry-Only System" is, insofar as it pertains to DTC and its agreeing to hold, safekeep and effect book-entry transfers of the Bonds, a fair and accurate summary of those matters. Very truly yours, THE DEPOSITORY TRUST COMPANY By: Its: ACTION NO. ITEM NUMBER 9 "°"` AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER MEETING DATE: October 17, 1991 AGENDA ITEM: Acceptance of Sale of $ 59,731,874 Water Revenue Bonds COUNTY ADMINISTRATOR'S COMMENTS: BACKGROUND: On August 27, 1991, the Board of Supervisors adopted a Resolution which authorized the issuance and sale of not to exceed $65 Million of Water Revenue Bonds. SUMMARY OF INFORMATION: The County staff has worked with Alex Brown & Sons, Incorporated as Underwriters, Wheat First Securities, Inc. as Financial Advisors, and McGuire, Woods, Battle & Boothe as Bond Council, to structure the documents related to these Water Revenue Bonds. We have been able to purchase bond insurance on these bonds, which gives us a rating of AAA from Standard & Poor's, Aaa from Moody's, and AAA from Fitch. The bonds will be priced on October 15 and 16, 1991. The results of this pricing will be explained during the work session on October 17, 1991. In the attached Resolution, the Board of Supervisors will accept the terms of this pricing and the Bond documents. Also attached is a draft of the Bond Purchase Agreement. This document accepts and approves all of the legal documents and terms and conditions related to the sale of these bonds. The Chairman of the Board will need to sign this agreement at the end of the meeting to authorize the sale of bonds. I also have available a copy of the Master Indenture of Trust and the First Supplemental Indenture of Trust. The terms of these documents are outlined in the Preliminary Official Statement. If the Board wishes to see the detailed documents, I will make them available. These $ 59,731,874 Water Revenue Bonds will be sold with $15 Million General Obligation Bonds to finance the Spring Hollow Water Project. STAFF RECOMMENDATION: Staff recommends adopting the attached Resolution with respect to the Water System General Obligation Bonds. Respectfully submitted, u3.rv ~ . Diane D. Hya Director of Finance Approved by, N ~7~r'Z"Y t ~'rt ~ f /,~ Elmer C. Hodge County Administrator ------------------------------------------ ACTION Approved ( ) Motion by: Denied ( ) Received ( ) Referred ( ) To ------------------- VOTE No Yes Abs Eddy Johnson McGraw Nickens Robers ~~ J AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER, THURSDAY, OCTOBER 17, 1991 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF ROANORE~ VIRGINIA WITH RESPECT TO WATER SYSTEM REVENUE BONDS, SERIES 1991 The Board of Supervisors ("Board") of the County of Roanoke, Virginia ("County") adopted a Resolution on August 27, 1991 ("Resolution"), authorizing the issuance and sale of the County's Water System Revenue Bonds, Series 1991 ("Bonds"). The Bonds will be issued pursuant to the following documents: (i) Master Indenture of Trust, dated as of October 1, 1991, between the County and Crestar Bank, as Trustee ("Trustee"); (ii) First Supplemental Indenture of Trust, dated as of October 1, 1991, between the County and the Trustee; (iii) Preliminary Official Statement with respect to the sale of the Bonds, dated October 4, 1991; and (iv) Bond Purchase Agreement, dated October 17, 1991 ("Bond Purchase Agreement") among the County and Alex. Brown & Sons, Incorporated, Craigie Incorporated, Merrill Lynch & Co. and Scott & Stringfellow Investment Corp., as Underwriters ("Underwriters"). All of the documents listed above, except the Preliminary Official Statement, are referred to in this Resolution as the "Basic Documents". NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF ROANOKE, VIRGINIA; 1. Ratification of Terms. The issuance and sale of the Bonds in the amount and upon the terms and conditions set forth in the Basic Documents are approved and ratified. G 2. Ratification of Preliminary Official Statement; Execution of Official Statement. The Preliminary Official Statement is deemed final as of its date except for the omission of certain information such as offering prices, interest rates, selling compensation and other information permitted by Rule 15c- 2-12 (b) of the Securities and Exchange Commission. The Chairman of the Board is authorized and directed to execute and deliver the Official Statement with respect to the issuance and sale of the Bonds in substantially the form of the Preliminary Official Statement with such changes that are not inconsistent with Rule 15c-2-12 as such officer may consider necessary or desirable in connection therewith and such Official Statement is hereby approved. 3. Approval and Execution of Basic Documents The Basic Documents are approved in substantially the forms submitted to the County at this meeting with such changes, insertions or omissions (including, without limitation, changes of the dates thereof) as may be approved by the Chairman of the Board or the County Administrator, whose approval shall be evidenced conclusively by the execution and delivery of the Basic Documents. The execution and delivery of and performance by the County of the Basic Documents are authorized. 4. Ratification of Escrow Agreement The County has defeased the outstanding principal amount of its $960,000 Water System Revenue Bond, Series 1988A ("VRA Bond") pursuant to the 2 s Escrow Agreement, dated as of October 1, 1991 ("Escrow Agreement") among the County, Crestar Bank, as Escrow Agent and the Virginia Resources Authority. The execution and delivery of the Escrow Agreement and all actions in connection with the defeasance of the VRA Bond taken or required to be taken by the County Administrator, and such officers and agents of the County as he may designate, are hereby approved, ratified and confirmed. 5. Further Actions. The County Administrator, and such officers and agents of the County as he may designate, are authorized to execute and deliver on behalf of the County such instruments, documents or certificates, and to do and perform such things and acts, as they shall deem necessary or appropriate to carry out the transactions authorized by this Resolution or contemplated by the Bonds, the Escrow Agreement and the Basic Documents; and all of the foregoing, previously done or performed by such officers or agents of the County, are in all respects approved, ratified and confirmed. 6. Filing of Resolution. The County Attorney is authorized and directed to file a certified copy of this Resolution with the Circuit Court of the County of Roanoke, Virginia pursuant to Sections 15.1-227.9 of the Code of Virginia of 1950, as amended. 7. Effective Date. This Resolution shall take effect immediately. The undersigned Clerk of the Board of Supervisors of the County of Roanoke, Virginia, certifies that the foregoing 3 constitutes a true, complete and correct copy of the Resolution adopted at a special meeting of the Board of Supervisors of the County of Roanoke, Virginia, held on October 17, 1991. Dated: [SEAL] Clerk, Board of Supervisors County of Roanoke, Virginia 4 MWBB DRAFT OF 10/9/91 COUNTY OF ROANOKE, VIRGINIA WATER SYSTEM REVENUE BONDS SERIES 1991 BOND PURCHASE AGREEMENT October 17, 1991 County of Roanoke, P. O. Box 29800 3738 Brambleton Avenue, S.W. Roanoke, Virginia 24018 Attention: County Administrator Ladies and Gentlemen: The undersigned, Alex. Brown & Sons, Incorporated, as senior manager (the "Representative") acting on behalf of itself and Craigie Incorporated, Merrill Lynch & C: and Scott & Stringfellow Investment Corp., as co-managers (the Representative and such co-managers being collectively referred to as the "Underwriters") offer to enter into the following agreement with you (the "Issuer") for the sale by you and the purchase by the Underwriters of the County of Roanoke, Virginia Water System Revenue Bonds, Series 1991 described below (the "Bonds"). Upon your acceptance of this offer and your execution and delivery of this Agreement, this Agreement will be binding upon you and the Underwriters. This offer is made subject to your acceptance, evidenced by your execution and delivery of this Agreement to the Representative at or before 5:00 p.m., Roanoke, Virginia time, on this date, and, if not so accepted, will be subject to withdrawal by the Representative upon written notice delivered to you at any time thereafter before acceptance by you. Unless otherwise indicated, the capitalized terms used in this Agreement have the meanings assigned to them in the Preliminary Official Statement dated October 4, 1991 (the "Preliminary Official Statement") relating to the issuance of the Bonds. 1. Purchase and Sale. 1.1 Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth in this Agreement, the Underwriters agree to purchase from you, and you agree to sell to the Underwriters, jointly and severally, when as and if issued, all, but not less than all, of the Bonds in the aggregate principal amount and at the aggregate purchase price set forth in Exhibit A. The Bonds will mature on the dates and in the amounts and bear interest at the rates set forth in Exhibit A. 2. Good Faith Deposit. The Representative has delivered to the Issuer, and the Issuer acknowledges receipt of, a corporate check in the amount of $ The Issuer will, as security for the faithful performance by the Underwriters of their obligations under this Agreement, hold the check uncashed until disposed of as follows: (a) At the Closing, the check will be delivered to the. Representative for the account of the Underwriters; (b) If the Issuer fails to deliver the Bonds at the Closing, or if the Issuer is unable on or before the Closing to satisfy the conditions to the obligations of the Underwriters contained in this Agreement,. or if the obligations of the Underwriters are terminated for any reason permitted by this Agreement, the check will be delivered to the Representative for the account of the Underwriters; or (c) If the Underwriters fail (other than for a reason permitted in this Agreement) to accept and pay for the Bonds upon their tender by the Issuer as provided in this Agreement, the check will be retained and cashed by the Issuer as and for full liquidated damages for the failure and for any and all defaults on the part of the Underwriters, and the delivery of the check will constitute satisfaction, and will. result in full release and discharge, of all claims and damages for the failure and for any and all defaults. 3. Concurrent Matters. 3.1 Upon your acceptance, execution and delivery of this Agreement, you will deliver to the Underwriters two copies of the Preliminary Official Statement marked as a final Official Statement, dated October 17, 1991 (the "Official Statement"), signed by your Chairman or Vice-Chairman, which Official Statement will be substantially in the form of the Preliminary Official Statement, with only such amendments as are necessary to complete it as a final Official Statement or as have been approved by the Underwriters in writing, which approval will be conclusively evidenced by their execution and delivery of this Agreement. 3.2 Your acceptance, execution and delivery of this Agreement will constitute your acknowledgment that the Underwriters (1) propose to make a bona fide public offering of the Bonds at the initial public offering prices or yields set forth in the Official Statement, (2) may effect transactions that stabilize or maintain -2- the market price of the Bonds at a level above that which might otherwise prevail in the open market and may discontinue the stabilization, if commenced, at any time, and (3) may change the offering prices of the Bonds from time to time and may offer the Bonds to certain dealers at prices lower than the public offering prices shown on the front of the Official Statement. 3.3 Your acceptance, execution and delivery of this Agreement will constitute (1) your consent and authorization to the use by the Underwriters, in connection with the public offering and sale of the Bonds, of copies of the Official Statement, including any supplements or amendments to it, and (2) your ratification of the use by the Underwriters in connection with the offering of the Bonds of the Preliminary Official Statement and the information contained in it. 3.4 On this date, concurrently with your acceptance of this Agreement, you will deliver or cause to be delivered to the Underwriters a copy of the resolutions adopted by the Roanoke County, Virginia Board of Supervisors (the "Board") on August 27, 1991 and October 17, 1991, authorizing the issuance and sale of the Bonds and the execution and delivery of this Agreement (collectively, the "Authorizing Resolutions"), certified by the Clerk or Secretary of the Board to have been duly adopted by the Board and to be in full force and effect as of this date. 4. Closing; Delivery of Bonds. At _ 100 nom, Roanoke, Virginia time, on November , 7, 1991, or such other time and date as the Issuer and the Representative may agree in writing (the "Closing" or "Closing Date"), the Issuer will cause the Bonds to be delivered to the Underwriters at the offices of The Depository Trust Company, New York, New York ("DTC"). The other documents mentioned in this Agreement will be delivered on the Closing Date at the offices of McGuire, Woods, Battle & Boothe in Richmond, Virginia, or such other place as the Representative and the Issuer may mutually agree. On the Closing Date, the Underwriters will pay the purchase price of the Bonds by wire transfer of federal funds payable to the order or account of the Issuer at the office of the Trustee in Richmond, Virginia. Notwithstanding the foregoing, if the Issuer prepares an amendment or supplement to the Official Statement pursuant to paragraph (h) of Section 6, the Closing may be postponed by the Underwriters to the tenth business day after the preparation of the amendment or such other time as the Representative and the Issuer determine. The Bonds will be delivered to DTC registered in the name of Cede & Co. or such other name. as DTC may request at least two business days before the Closing. It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print the numbers on any Bond nor any error in the numbers or the printing -3- will constitute cause for a failure or refusal by the Underwriters to accept delivery and pay the purchase price of the Bonds. 5. Representations and Warranties 5.1 The Issuer makes the following representations and warranties to the Underwriters on this date and as of the Closing Date: (a) The Issuer is duly organized in the traditional county form of government and is a political subdivision of the Commonwealth of Virginia and has all power and authority granted to counties under the Constitution and laws of Virginia, including, in particular, the Public Finance Act of 1991, Chapter 5.1, Title 15.1 of the Code of Virginia of 1950, as amended (the "Act"), and under its Charter approved by the 1986 Session of the Virginia General Assembly, as amended. (b) The Issuer has full power and authority to (1) execute and deliver this Agreement, the Official Statement, the Escrow Agreement dated October 1, 1991 ("Escrow Agreement") among Crestar Bank, as trustee and escrow agent ("Trustee")~, the Virginia Resources Authority and the County, and the Master Indenture of Trust and the First Supplemental Indenture of Trust, each dated October 1, 1991 (collectively, the "Indenture of Trust") between the County and the Trustee (2) adopt the Authorizing Resolutions and approve and authorize the distribution of the Preliminary Official Statement and the Official Statement, (3) issue the Bonds in the manner contemplated by the Authorizing Resolutions and the Official Statement and the Indenture of Trust, and (4) otherwise consummate all of the actions contemplated by the Issuer under this Agreement, the Official Statement, the Escrow Agreement and the Indenture of Trust to be consummated by the Issuer. The Issuer has taken or will take all action required by the Act and its Charter, as appropriate, and other applicable laws in connection with the foregoing. (c) The Issuer has duly authorized the (1) execution and delivery of this Agreement, the Official Statement, the Escrow Agreement and the Indenture of Trust (2) distribution of the Preliminary Official Statement and the Official Statement, and (3) consummation of all of the transactions contemplated by the Issuer under this Agreement, the Escrow Agreement and the Indenture of Trust and by the Official Statement to be consummated by the Issuer. (d) The execution and delivery of, and the performance of the obligations of the Issuer under, this Agreement, the Official Statement, the Escrow Agreement and the Indenture of Trust and the issuance and sale of the Bonds are within the corporate powers of the Issuer and will not conflict with, or constitute a breach, or result in a violation of (1) the Act, the -4- Issuer's Charter or any ordinance of the Issuer, (2) any federal or Virginia constitutional or statutory provision, (3) in any material respect, any agreement or other instrument to which the Issuer is a party or by which it is bound, or (4) any order, rule, regulation, decree or ordinance of any court, government or governmental authority having jurisdiction over the Issuer or its property. (e) No consent, approval, ,authorization or order ("Consents") of any governmental or regulatory authority is required to be obtained by the Issuer as a condition precedent to the issuance of the Bonds or the execution and delivery by the Issuer of this Agreement or the Official Statement, the Escrow Agreement or the Indenture of Trust or the distribution of .the Preliminary Official Statement (provided no representation or warranty is expressed as to any action required under federal or state securities or Blue Sky laws in connection with the purchase or distribution of the Bonds by the Underwriters). (f) Esce~t as described in the Official Statement there is no litigation at law or in equity or any proceeding before any governmental agency pending or, to the knowledge of the Issuer, threatened with respect to (1) the existence of the Issuer, (2) its authority under the Act, its Charter or otherwise to execute and deliver this Agreement, the Official Statement, the Bonds, the Escrow Agreement or the Indenture of Trust, (3) the validity or enforceability of any such instruments, including the Authorizing Resolutions, or the transactions contemplated by them, (4) the title of the officers who executed or will execute such instruments, (5) any authority or proceedings relating to the execution and delivery of any such instruments by the Issuer, (6) the ability of the Issuer to make the pledge and assignment provided for as described in the Official Statement to provide for payment of principal of or interest on the Bonds or the authority of the Issuer to undertake the project to be financed by the proceeds of the Bonds, (7) the completeness or accuracy of the Official Statement, or (8) the exclusion of interest on the Bonds from Virginia or federal income taxation. (g) When authenticated by the Issuer and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, the Bonds (1) will have been duly authorized, executed and issued, (2) will constitute legal, valid and binding limited obligations of the Issuer enforceable in accordance with their terms, except as limited by bankruptcy, insolvency, reorganization, moratorium and similar laws and -usual equity principles, and (3) will be secured as provided in the Official Statement. (h) The Issuer is not in default in the payment of the principal of or interest on any of its indebtedness for borrowed money and is not in default in any material respect under -5- any document or instrument under and subject to which any indebtedness for borrowed money has been incurred which default would affect materially and adversely the transactions contemplated by this Agreement, the Escrow Agreement or the Indenture of Trust. No event has occurred or is continuing under the provisions of any such document or instrument that, with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder, which event of default would affect materially and adversely the transactions contemplated by this Agreement, the Escrow Agreement or the Indenture of Trust. (i) The Issuer is not in violation of the Act, its Charter or any existing law, rule or regulation applicable to it and is not in default in any material respect under any indenture, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or restriction of any kind to which the Issuer is a party or by which it is bound or to which any of its assets are subject, which default would affect materially and adversely the execution and delivery by the Issuer of this Agreement, the Escrow Agreement, the Indenture of Trust or the transactions contemplated by them. (j) The information, including all appendices and attachments in the Official Statement (except for information relating to "Yields" or "Prices" of the Bonds and contained under the section headings "Book-Entry Only System and "Tax Exemption," and except for stabilization language on the inside front cover thereof) is as of its date and will be as of the date of Closing true and correct and does not and will not contain any untrue statement of a material fact or omit to state a material fact that is necessary to make the statements made, in light of the circumstances under which they were made, not misleading. (k) The Preliminary Official Statement heretofore delivered to the Representative was deemed final by the Issuer as of its date, except for the omission of such information permitted by Rule 15c2-12 of the Securities and Exchange Commission. (1) The feasibility study of Burns & McDonnell dated September 27, 1991 (the "Financial Feasibility Study"), set forth as Appendix D to the Official Statement, fairly presents in all material respects the prospects for the financial performance of the County's Water System during the period ending June 30, 2000; provided, however, the achievement of any forecast is dependent upon future events, the occurrence of which cannot be assured. All of the documents and information furnished by the County to Burns & McDonnell in connection with the preparation of the Financial Feasibility Study were accurate and complete in all material respects at the time of the submission thereof, and are accurate and complete in all material respects as of the date hereof, and there is no fact that would have a material and adverse affect on the assumptions findings, projections or conclusions -6- •' stated in the Financial Feasibility Study that the County has not disclosed to Burns & McDonnell and the Underwriters. 5.2 The Underwriters represent and warrant that they will make a bona fide public offering of the Bonds, that the Bonds will only be offered pursuant to the Official Statement and only in states where the offer is legal and that a copy of the Official Statement will be delivered to each purchaser of the Bonds. The Underwriters further represent and warrant that they will file a copy of the final Official Statement with a nationally recognized securities information repository registered with the Securities and Exchange Commission upon receipt thereof to shorten the length of the underwriting period as provided in Rule 15c2-12. 5.3 Each of the representations and warranties set forth in this Section will survive the Closing. 5.4 Any certificate signed by any of the Issuer's officials and delivered to the Underwriters in connection with the delivery of the Bonds will be deemed to be a representation and warranty by the Issuer to the Underwriters as to the statements made in this Agreement, and any certificate signed by the Representative on behalf of the Underwriters and delivered to the Issuer in connection with the delivery of the Bonds will be deemed to be a representation and warranty by the Underwriters to the Issuer as to the statements made in this Agreement. 6. Covenants. The Issuer covenants with the Underwriters that: (a) The Issuer will cause to be made available to the Underwriters such reasonable quantities of the Authorizing Resolutions, Indenture of Trust and Escrow Agreement as the Underwriters may request for use in connection with the offering and sale of the Bonds and will cooperate with the Representative to make reasonable quantities of the final Official Statement available to the Underwriters within 7 business days of this date and in time to accompany any confirmation that requests payment from any customer of any Underwriter, and in sufficient quantities as the Underwriters may request to enable them to comply with Rule 15c2-12 and the Rules of the Municipal Securities Rulemaking Board (the "MSRB"). (b) The Issuer will apply the proceeds from the sale of the Bonds as provided in and subject to all of the terms and provisions of the Authorizing Resolutions and the Official Statement and the Indenture of Trust and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal or Virginia income tax purposes of the interest on the Bonds. -7- (c) The Issuer will furnish such information and execute such instruments and take such action in cooperation with the Representative as the Representative may reasonably request (1) to (A) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Representative may designate and (B) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and (2) to continue such qualifications in effect so long as required for the distribution of the Bonds; provided, however, that the Issuer will not be required to qualify as a "foreign corporation" or to file any general consents to service of process under the laws of any state or to comply with any other requirements deemed by the Issuer to be unduly burdensome. The Issuer consents to the use of the Preliminary Official Statement and Official Statement in connection with the foregoing. (d) The Issuer will advise the Representative immediately of receipt by the Issuer of any notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose. (e) Except for the Issuer's general obligations water system bonds in the aggregate principal amount of approximately $15 million to be issued at approximately the same time as the Bonds, between the date of this Agreement and before Closing, the Issuer will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by a pledge of the revenues or other assets of the Issuer. (f) The Issuer will not before the Closing amend, terminate or rescind the Authorizing Resolutions without the prior written consent of the Representative. (g) From the Closing Date until twenty-five days after the end of the underwriting period (as defined below), the Issuer agrees to notify the Representative of any event of which it has actual knowledge which affects the Issuer and which, in the judgment of the Issuer after reasonable inquiry, might affect the correctness or completeness of any statement of a material fact contained in the Official Statement as it relates to the Issuer. If, as a result of such event or any other event, it is necessary, in the reasonable opinion of the Representative, to amend or supplement the Official Statement to make the statements in it, in the light of the circumstances under which they were made, not misleading and the Representative has so advised the Issuer, the Issuer agrees that it will promptly prepare and furnish to the Representative (at the expense of the Issuer) a reasonable number of copies of an amendment of or a supplement to the Official Statement that will amend or supplement the Official Statement in -8- a form and manner as is reasonably acceptable to the Representative. For purposes of this Agreement, the term "end of the underwriting period" means the later of the Closing or when a participating Underwriter no longer retains (directly or as a syndicate member) an unsold balance of the Bonds for sale to the public. The Underwriters agree that the underwriting period will be deemed to end on November 29, 1991, unless the Representative otherwise notifies the Issuer in writing before such date of the approximate unsold balance of the Bonds, in which case the underwriting period will be extended for the lesser of thirty days or the first date on which the Underwriters no longer have an unsold balance of the Bonds. The Underwriters will use their best efforts to end the underwriting period as soon as possible after Closing. (h) If between this date and the date of the Closing any event occurs which would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated, in the light of the circumstances under which they were made, not misleading, the Issuer will notify the Representative of this event and if in the opinion of the Issuer or the Representative this event requires the preparation and publication of a supplement or amendment to the Official Statement, the Issuer will furnish such information as may be necessary to correct this misstatement or omission and will cooperate to cause the Official Statement to be amended or supplemented in a form reasonably satisfactory to the Representative and approved by the Issuer. All costs associated with any such supplements or amendments will be paid by the Issuer. (i) The Issuer will (1) take all action necessary, including execution of a letter of representation to DTC to qualify the Bonds for book-entry registration and delivery through DTC, and (2) deliver authenticated Bonds to DTC at the time and place provided in Section 4 of this Agreement. (j) The Issuer will not take or omit to take any action which, under existing law, adversely affects the exemption from federal or Commonwealth of Virginia income taxation of the interest on the Bonds. 7. c`~*+~itions of Closincx. 7.1 The Representative has entered into this Agreement on behalf of itself and the other Underwriters in reliance upon the representations, warranties and agreements of the Issuer contained in it, and in reliance on the documents and instruments to be delivered at the Closing and on the performance by the Issuer of its obligations under this Agreement, both as of this date and as of the date of the Closing. Accordingly, the obligation of the Underwriters to consummate the transactions contemplated in this -9- Agreement at the Closing are conditioned upon the performance by the Issuer of its obligations to be performed under this Agreement and under such documents and instruments at or before Closing, and is subject to the satisfaction (unless waived in writing) of the following conditions: (a) The Underwriters will not have discovered any material error, misstatement or omission in the representations and warranties made by the Issuer in this Agreement, which representations and warranties will be deemed to have been made again at and as of the time of the Closing and will then be true in all material respects. (b) The Authorizing Resolutions, the Issuer's Charter, the Act, the Escrow Agreement and the Indenture of Trust will be in full force and effect and will not have been amended, modified or supplemented, and the Official Statement will not have been supplemented or amended, except as may have been agreed or consented to by the Representative. (c) At the time of the Closing, all official action of the Issuer relating to this Agreement, the Bonds and the Authorizing Resolutions, the Escrow Agreement and the Indenture of Trust will be in full force and effect and will not have been amended, modified or supplemented except as otherwise agreed to by the Representative. (d) At the time of the Closing, there will have been no material adverse change or any development involving a prospective change in the status of construction of the Project, the necessary permits and approvals required for it, or, in the condition, financial or otherwise, of the Issuer from that set forth in the Official Statement that in the reasonable judgment of the Representative makes it impracticable to market the Bonds on the terms and in the manner contemplated in the Official Statement. (e) The Representative will have received the Official Statement, and each supplement or amendment, if any, to it, executed on behalf of the Issuer by the Chairman or Vice Chairman of the Board and a fully executed original of the Indenture of Trust and the Escrow Agreement, including the verification report which shall be in full force and effect and which shall not have been modified or amended without the Underwriters' prior consent.; (f) The Underwriters will have received from Bond Counsel, an approving opinion, dated the Closing Date, in substantially the form set forth in Appendix E to the Official Statement. -10- (g) The Underwriters will have received from Bond Counsel a supplemental opinion or opinions, dated the Closing Date, in substantially the form of F.xt~i bit B. (h) The Underwriters will have received from the County Attorney, as counsel to the Issuer, an opinion dated the Closing Date in substantially the form of Exhibit C. (i) The Underwriters will have received from McGuire, Woods, Battle & Boothe, counsel to the Underwriters, an opinion, dated the Closing Date, in substantially the form of Exhibit D. (j) The Underwriters will have received a certificate regarding the Issuer's representations and warranties dated the Closing Date, signed by the Chairman or Vice Chairman of the Board and the Director of Finance of the Issuer, in substantially the form of Exhibit E. (k) The Underwriters will have received a certificate of the Chairman or Vice Chairman of the Board and the Director of Finance, setting forth facts, estimates and circumstances (including covenants of the Issuer) in existence on the Closing Date sufficient to support the conclusion that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended and applicable rules and regulations. (1) The Underwriters will have received a certificate of the Issuer as to the receipt of payment for the Bonds. (m) The Underwriters will have received confirmations of ratings from Moody's Investors Service, Inc., Standard & Poor's Corporation and Fitch Investors Service, Inc. indicating the Bonds have been rated "Aaa," "AAA" and "AAA", respectively, which ratings will remain in effect on the Closing Date. (n) The Underwriters will have received two certified copies of the Authorizing Resolutions. (o) The Underwriters will have received a letter of Depository Trust Company in substantially the form of Exhibit F. (p) The Underwriters will have received written confirmation from the Trustee that the Escrow Agreement has been executed by it and that the money and securities provided for in such agreement have been placed on escrow and have been verified as to their sufficiency. -11- (q) The Underwriters will have received a copy of the Financial Feasibility Study of Burns & McDonnell in substantially the form of Appendix D to the Preliminary Official Statement which shall not have been modified, supplemented, amended or rescinded without the Underwriters' prior consent and (ii) a letter from Burns & McDonnell in substantially the form of Exhibit G. (r) The Underwriters will have received a copy o a municipal bond insurance policy from Financial Guaranty Insurance Company ("Financial Guaranty") to the County insuring the payment o,f principal of Accreted Value, and interest on the Bonds when due, in substantially the form of the specimen policy attached as Appendix G to the Official Statement and, the County and the Underwriters W ancial Guaranty asnto such p licy in osubstantially Counsel to Fin the form of Exhibit H. (s) The Underwriters will have received such additional legal opinions, certificates and other evidence as the Underwriters or bond counsel reasonably may deem necessary to evidence the truth and accuracy as of the Closing Date of the Issuer's representations and warranties contain in this Agreement and the Official Statement and the due performance and satisfaction by the Issuer all oconditions them to be sati fied by the Issuerbe performed and 7.2 If any of the conditions set forth in Section 7.1 have not been met on the Closing Date, the Underwriters may, at their sole option, terminate this Agreement. If this Agreement is terminated pursuant to this Section, neither party will have any rights or obligations to the other, except as provided in Section 10. 8. Actions and Events at the Closinct. At the Closing, (1) the Issuer: (A) will deliver the Bonds to DTC duly executed on the Issuer's behalf in accordance with Section 4 and (B) will deliver to the Underwriters at the place of Closing identified in Section 4, or at such other place or places as the Issuer and the Underwriters mutually agree, the items described in Section 7.1, and (2) the Representative will deliver to the Issuer payment for the Bonds as provided in Section 4. 9. Termination of Agreement. The Representative has the right to terminate the Underwriters' the gIssuer at eany ltimer aftert~ thethdat 1 of lthis by notifying Agreement and before Closing if: -12- (a) (1) Legislation (including any amendment) has been introduced in or adopted by either House of the Congress of the United States, or recommended to the Congress for passage by the President of the United States or favorably reported for passage to either House of the Congress by any Committee of such House, or (2) a decision has been rendered by a court established under Article III of the Constitution of the United States or by the United States Tax Court, or (3) an order, ruling or regulation has been issued or proposed by or on behalf of the Treasury Department of the United States or the Internal Revenue Service or any other agency of the United States, or (4) a release or official statement has been issued by the President of the United States or by the Treasury Department of the United States or by the Internal Revenue Service, the effect of which, in any such case described in clause (1), (2), (3), or (4), would be to impose, directly or indirectly, federal income taxation upon interest received on obligations of the general character of the Bonds or upon income of the general character to be derived by the Issuer, other than as imposed on the Bonds and income from them under the federal tax laws in effect on this date, in such a manner as in the reasonable judgment of the Representative would materially and adversely affect the marketability or the market price of obligations of the general character of the Bonds or their ability to enforce contracts for the sale of the Bonds; (b) (1) The Constitution of the Commonwealth of Virginia is amended or an amendment is proposed, or (2) legislation is enacted, or (3) a judicial decision has been rendered as to matters of Virginia law, or (4) any order, ruling or regulation has been issued or proposed by or on behalf of the Commonwealth of Virginia by any of its officials, agencies or departments, affecting the tax status of the Issuer, its property or income, its notes or bonds (including the Bonds), or the interest on them, which in the reasonable affecte the marketabil tynort the wmarket price lof the adverse y Bonds; (c) Any fact or event exists or has existed that, in the Representative's reasonable judgment, requires or has required an amendment of or supplement to the Official Statement under the terms of this Agreement which has not been completed to the Representative's reasonable satisfaction; (d) There has occurred any outbreak or escalation of hostilities or any change in f financial markets or any local, national or international calamity or crisis, the effect of which, in the Rep affectatthe, market b 1 ity uormthe marketmprice lof the adversely Bonds; (e) (1) A general suspension of trading on the New York Stock Exchange has occurred and is in force or minimum or maximum -13- prices for trading have been fixed and are in force or maximum ranges for prices for securities have been required and are in force on the New York Exchange, whether by virtue of a determination by such Exchange or by order of the Securities and Exchange Commission or any other governmental authority of any of the Issuer's obligations (including the Bonds), (2) a suspension of trading has occurred and is in force by order of the Securities and Exchange Commission, which in the reasonable judgment of the Representative would materially and adversely affect the marketability or market price of the Bonds; (f) A general banking moratorium has been declared by either federal, State of New York or Commonwealth of Virginia authorities and be in force; (g) Legislation has been enacted by the federal government or the Commonwealth of Virginia, a decision of any federal or Commonwealth of Virginia court has been made, or a ruling or regulation (proposed, temporary or final) of the Securities and Exchange Commission or other governmental agency has been made or issued that, in the opinion of counsel for the Underwriters, (1) has the effect of requiring the contemplated distribution of the Bonds or any agreement offered in connection with them to be registered under the Securities Act of 1933, as amended, or the Authorizing Resolutions or Indenture of Trust to be qualified as an indenture under the Trust Indenture Act of 1939, as amended, or (2) that the issuance and sale of the Bonds will result in a violation of such provisions; (h) The purchase of Underwriters, or the sale of the resale or reoffering by the conditions provided in this applicable law, governmental commission; and payment for the Bonds by the Bonds to the Underwriters or their Underwriters, on the terms and Agreement is prohibited by any authority, board, agency or (i) The "blue sky" or securities commission of any state in the United States has withheld registration, exemption, or clearance of the offering of the Bonds because of a change in or interpretation of law after the date of this Agreement, and, in the reasonable judgment of the Representative, the effect of the withholding will materially and adversely effect the market price or marketability of the Bonds, or the ability of the Underwriters to enforce contracts for the sale; (j) Additional material restrictions not in force on the date of this Agreement have been imposed on trading in securities generally or by a governmental authority or the national association of securities dealers; or (k) any amendment of or supplement to the Official Statement is distributed (whether or not such amendment or -14- supplement was approved by the Representative prior to its distribution) that, in the reasonable opinion of the Representative, has a material and adverse effect upon the ability of the Underwriters to sell the Bonds at the contemplated offering prices. 10. Exyenses. (a) The Underwriters are under no obligation to pay, and the Issuer will cause to be paid all expenses incident to the performance of its obligations under this Agreement, including, but not limited to, (1) the cost of the printing or other reproduction (for distribution before, on, or after the date of acceptance of this Agreement) of the Preliminary Official Statement and the Official Statement, in reasonable quantities for distribution, (2) charges made by rating agencies for the rating of the Bonds, (3) the cost of preparing the definitive Bonds, (4) the fees and disbursements of bond counsel, counsel to the Underwriters and any other experts, advisors or consultants retained by the Issuer, (5) the costs of paying all agents, transfer agents and bond registrars, (6) the fees and expenses of any wire transfers made pursuant to Section 4 of this Agreement, _(7) the costs of alif in the Bonds for sale in various states chosen b the Representat ve, and (8) the fees and expenses, including travel expenses, incurred by the Issuer in connection with the issuance, sale and delivery of the Bonds. A 11. Miscellaneous. (a) All notices, demands and formal actions under will this Agree 1 win a address or suchmother~ addressa~a~se ei her lof ethe to the fol g parties shall specify: (i) If to the Underwriters: Alex. Brown & Sons Incorporated 135 East Baltimore Street Baltimore, Maryland 21202 Attention: Municipal Bond Department (ii) If to the Issuer: County of Roanoke p. O. Box 29800 3738 Brambleton Avenue, S.W. Roanoke, Virginia 24018 Attention: County Administrator (b) This Agreement will inure to the benefit of and be binding upon its parties and their successors and assigns and does not confer any rights upon any other person. The terms "successor" -15- and "assigns" do not include any purchaser of any of the Bonds from the Underwriters merely because of such purchase. (c) This Agreement may not be assigned by the Issuer or the Underwriters. (d) If any provision of this Agreement is held or deemed to be or is, in fact, inoperative, invalid or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, this will not have the effect of rendering the provision in question inoperable or unenforceable in any other case or circumstances or of rendering any other provision of this Agreement valid, inoperative or unenforceable to any extent whatsoever. (e) This Agreement will be governed by and construed in accordance with the laws of Virginia. (f) Any authority, right, discretion or other power conferred upon the Underwriters or the Representative under any provision of this Agreement may be exercised jointly by them or by the Representative on behalf of all the Underwriters, and the Issuer will be entitled to rely upon any request, notice or statement if it is given or made by the Representative on behalf of all of the Underwriters. (g) This Agreement may be executed in several counterparts, each of which will be regarded as an original and all of which will constitute one and the same document. ALEX. BROWN & SONS INCORPORATED By: Its: By our acceptance of this Agreement, given this date, we agree to be bound by the provisions of this Agreement that relate to us COUNTY OF ROANOKE, VIRGINIA By: Its: -16- Exhibit A MATURTTIF.S, AMOUNTS, INTEREST RATES AND YIELDS (OR PRICES) S Corrrnt Inten~st Serial Bonds Yield to Year of Principal Interest Maturity Year of Principal Maturi Amount Rate or Price Maturi Amount % Current Interest Term Bonds Due ~T.~ m_~ n,.~a~ T... Genital Appreciation Bonds Due July 1 U ~ ~A1VRrI'Y ~ .~~ ~_ ~~ ~~ ~~~ ~~f ~~ _~ Purchase Price Par Amount of Bonds Less Original Issue Discount Less Underwriting Discount Plus Accrued Interest Purchase Price e Interest Rau APPAOXQIIATE 5~~~ Yield to Maturity or Prig EXHIBIT B [FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL TO UNDERWRITERS] November , 1991 Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. County of Roanoke, Virginia Water System Revenue Bonds Series 1991 Ladies and Gentlemen: We have acted as bond counsel to the County of Roanoke, Virginia (the "County") in connection with the issuance of the above-referenced bonds (the "Bonds") and in such capacity, we have examined, among other things, the following documents: (a) The Constitution and applicable laws of the Commonwealth of Virginia, including Chapter 5.1, Title 15.1 of the Code of Virginia of 1954, as amended (the "Public Finance Act"); (b) certified copies of resolutions adopted by the County on August 27, 1991 and October 17, 1991 (collectively, the "Authorizing Resolutions"); (c) a certified copy of the Charter of the County; (d) a signed copy of the Official Statement of the County, dated October 17, 1991 (the "Official Statement"); (e) a signed copy of the bond purchase agreement, dated October 17, 1991 (the "Bond Purchase Agreement") between the County and Alex. Brown & Sons Incorporated as underwriter and representative for the other underwriters listed above (the "Underwriters"). (f) signed copies of a master indenture of trust and a first supplemental indenture of trust, each dated October 1, 1991 (collectively, the "Indenture of Trust"), between the County and Crestar Bank, as trustee ("Trustee"); and (g) a signed copy of an escrow agreement dated Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. November _, 1991 Page 2 October , 1991 ("Escrow Agreement") between the County and the Trustee. We have also examined such other records and proceedings of the County and conducted such investigations as we have deemed appropriate and necessary for purposes of this opinion. Based upon such examination, we are of the opinion that: 1. The County has all necessary power and authority to (i) execute and deliver the Bond Purchase Agreement, the Official Statement, the Indenture of Trust and the Escrow Agreement, (ii) adopt the Authorizing Resolutions, (iii) issue the Bonds in the manner contemplated by the Official Statement, the Indenture of Trust and the Authorizing Resolutions, and (iv) otherwise consummate all of the actions contemplated under the Authorizing Resolutions, the Bond Purchase and the Official Statement to be consummated by the County. 2. The County has (i) duly authorized (a) the execution and delivery of the Bond Purchase Agreement and the Official Statement, the Indenture of Trust and the Escrow Agreement (b) the preparation and distribution of the Official Statement, and (c) the consummation of all of the transactions contemplated thereby and (ii) duly approved the form and ratified the distribution of the Preliminary Official .Statement. 3. No governmental or regulatory consents, approvals, orders or authorizations (other than registration under and in compliance with the securities laws of the various states where applicable in connection with the offering and sale of the Bonds) are required for the adoption of the Authorizing Resolutions by the County or the execution and delivery by the County of the Bond Purchase Agreement, the Official Statement or the Indenture of Trust or the Escrow Agreement or for the consummation of the actions contemplated by them to be consummated by the County. 4. In connection with the issuance and sale of the Bonds, it is not necessary to register any security under the Securities Act of 1933, as amended, or to qualify the Indenture of Trust under the Trust Indenture Act of 1933, as amended. 5. The statements contained in the Official Statement in sections entitled "INTRODUCTION," "PLAN OF FINANCING," "THE BONDS," excluding the description of the Book-Entry Only System, "SECURITY FOR THE BONDS," excluding the Municipal Bond Insurance description, "ADDITIONAL BONDS," "TAX EXEMPTION," and in Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. November _, 1991 Page 3 Appendices A and B insofar as such statements constitute summaries of provisions of the Bonds or the documents referred to therein are fair and accurate summaries of the matters referred to therein; and nothing has come to our attention that leads us to believe that such statements, as summaries, contain an untrue statement of a material fact or omit to state a material fact necessary to make such statements, as summaries, in light of the circumstances under which they were made, not misleading. You may rely on our approving opinion of even date, addressed to the County, as if it were addressed to you. Very truly yours, Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. November _, 1991 Page 4 \ROANK\ROANKOl0.OP1 EXHIBIT C [FORM OF OPINION OF COUNTY ATTORNEY] November , 1991 Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. County of Roanoke, Virginia Water System Revenue Bonds Series 1991 Ladies and Gentlemen: I have acted as counsel to the County of Roanoke, Virginia (the "County") in connection with the issuance of the above- referenced bonds (the "Bonds") and in such capacity, have examined, among other things, the following documents: (a) The Constitution and applicable laws of the Commonwealth of Virginia, including Chapter 5.1, Title 15.1 of the Code of Virginia of 1954, as amended (the "Public Finance Act"); (b) certified copies of resolutions adopted by the County on August 27, 1991 and October 17, 1991 (collectively, the "Authorizing Resolutions"); (c) a certified copy of the Charter of the County; (d) a signed copy of the Official Statement of the County, dated October 17, 1991 (the "Official Statement"); (e) a signed copy of the bond purchase agreement, dated October 17, 1991 (the "Bond Purchase Agreement") between the County and Alex. Brown & Sons Incorporated as underwriter and representative for the other underwriters listed above (the "Underwriters"); (f) signed copies of a master indenture of trust and a first supplemental indenture of trust, each dated October 1, 1991 (collectively, the "Indenture of Trust"), between the County and Crestar Bank, as trustee ("Trustee"); and Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. November _, 1991 Page 2 (g) a signed copy of an escrow agreement dated October 1991 (the "Escrow Agreement") between the County and the Trustee. I have also examined such other records and proceedings of the County and conducted such investigations as I have deemed appropriate and necessary for purposes of this opinion. Based upon such examination, I am of the opinion that: 1. The County is a political subdivision of the Commonwealth, duly organized and validly existing under the Constitution and laws of the Commonwealth and vested with all the rights, powers and privileges conferred upon it by the Constitution and laws of the Commonwealth, including in particular, the Public Finance Act. 2. The Authorizing Resolutions were duly adopted by the County and are in full force and effect. 3. All actions required to be taken by the County in connection with the adoption of the Authorizing Resolutions, the issuance and sale of the Bonds, the execution and delivery of the Bond Purchase Agreement, the Official Statement, the Indenture of Trust and the Escrow Agreement and the consummation of the transactions contemplated thereby have been taken. to 4. The County has all necessary power and authority (i) execute and deliver the Bond Purchase Agreement, .the Official Statement, the Indenture of Trust and the Escrow Agreement, (ii) to adopt the Authorizing Resolutions, (iii) to issue the Bonds in the manner contemplated by the Official Statement, the Authorizing Resolutions and the Indenture of Trust, and (iv) otherwise to consummate all of the actions contemplated.by the Authorizing Resolutions, the Bond Purchase Agreement, the Official Statement, the Indenture of Trust and the Escrow Agreement. 5. The County has (i) duly authorized (a) the execution and delivery of the Bond Purchase Agreement, the Official Statement, the Indenture of Trust and the Escrow Agreement, (bj the preparation and distribution of the Official Statement, c the issuance, sale and delivery of the Bonds and (d) the consummation of all of the transactions contemplated in such Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. November _, 1991 Page 3 documents and instruments, and (ii) duly approved the form and ratified the distribution of the Preliminary Official Statement. 6. No further governmental or regulatory consents, approvals, orders or authorizations (other than registration under and in compliance with the securities laws of the various states where applicable in connection with the offering and sale of the Bonds) are required for the adoption of the Authorizing Resolutions by the County or the execution and delivery by the County of the Bond Purchase Agreement, the Official Statement, the Indenture of Trust or the Escrow Agreement or for the consummation by the County of the actions contemplated by such documents. 7. The adoption by the County of the Authorizing Resolutions and the execution and delivery by the County of the Bond Purchase Agreement, the Official Statement, the Indenture of Trust or the Escrow Agreement and the consummation by the County of the transactions contemplated by them are not prohibited by, and do not violate any provision and will not result in the breach of, the Constitution of Virginia, the Public Finance Act, the County's Charter or any other law, rule, regulation, judgment, decree, order or other requirement applicable to the County, any ordinance or resolution of the County, or any material contract, indenture, agreement or commitment, to which the County is a party or by which the County is bound, and have not resulted, and will not result, in the creation or imposition of any lien, encumbrance, mortgage or other similar conflicting ownership or security interest in favor of any third person in or to the County's revenues, assets, properties, funds or interests except as contemplated in the Indenture of Trust. 8. Except as described in the Official Statements, there is no legal action or other proceeding, or any investigation or inquiry (before any court, agency, arbitrator or otherwise), pending or, to the best of my knowledge, threatened against or affecting the County or any of its officials, in their respective capacities as such, which may reasonably be expected to have a material and adverse effect upon (i) the due performance by the County of the transactions contemplated by the Bond Purchase Agreement, the Authorizing Resolutions, the Official Statement, the Indenture of Trust or the Escrow Agreement (ii) the validity or enforceability of the Bonds, the Authorizing Resolutions,"the Official StatementoW A reement orcanyeothereagreement Io=denture of Trust or the Escr g Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. November _, 1991 Page 4 instrument to which the County is a party and that is used or contemplated for use in consummation of the transactions contemplated thereby or (iii) the exclusion from gross income for federal income tax purposes and the exemption from taxation for Commonwealth income tax purposes of the interest on the Bonds, and the County is not, to the best of my knowledge, subject to any judgment, decree or order entered in any lawsuit or proceeding brought against the County that may reasonably be expected to have such an effect. 9. To the best of my knowledge, I have no reason to believe that the Official Statement (excluding information relating to "Prices" or "Yields" and under the captions "THE BONDS -Book Entry Only System,", "SECURITY FOR THE BONDS - Municipal Bond Insurance," and "TAX EXEMPTION," and all financial, statistical or quantitative information or consultant's reports), as of the date of the Official Statement and as of this date, contains an untrue statement of a material fact or omits to state a material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. I am furnishing this opinion to you, pursuant to Section 7.1(h) of the Bond Purchase Agreement, solely for your benefioted Underwritese~referredptolforlany other purposescirculated, qu or otherwi Very truly yours, Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. November _, 1991 Page 5 \ROANR\gOANROl0.OP3 EXHIBIT D [FORM OF OPINION OF UNDERWRITERS' COUNSEL] November , 1991 Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. County of Roanoke, Virginia Water System Revenue Bonds Series 1991 Ladies and Gentlemen: We have acted as your counsel in connection with your purchase from the County of Roanoke, Virginia (the "County") of its $ County of Roanoke, Virginia Water System Revenue Bonds, Series 1991 (the "Bonds"). The County is issuing the Bonds under the terms of two bond resolutions adopted by the Board of Supervisors (the "Board") of the County on August 27, 1991 and October 17, 1991, (the "Authorizing Resolutions") and under the terms of a Master Indenture of Trust and a First Supplemental Indenture of Trust each dated October 1, 1991 (collectively, the "Indenture of Trust") between the County and Crestar Bank, as trustee. Unless otherwise defined, capitalized terms used in this opinion have the meanings set forth in the Indenture of Trust. In connection with our opinion, we have examined such documents, proceedings and other instruments as we deem necessary or advisable relating to the authorization, issuance and sale of the Bonds including the Authorizing Resolutions, the Indenture of Trust, an Escrow Agreement dated October 1, 1991 between the County and the Trustee, and various opinions of counsel. We have also examined a printed Official Statement of the County, dated October 17, 1991, prepared for the offering of the Bonds ("Official Statement"). Based on the foregoing and on our conferences with counsel to and representatives of the County, its bond counsel and your representatives, and without having undertaken any independent check or verification of the accuracy or completeness of the statements contained in the Official Statement, nothing has come to our attention that would lead us to believe that the Official Statement (except for any financial statements, consultant's reports and other financial and statistical data included in it, Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. November _- 1991 Page 2 as to which we express no opinion) contains any untrue statement f a material fact or omits to state a material fact required to o to make the statements in it not be stated in it or necessary misleading. We are also of the opinies Exchange Actdofa1934unaslamended, securities under the Securiti do not require their and their offering, sale and delivery as amended, and do registration under the Securities Act of 1933, not require the qualification of an indenture under tressedswith Indenture Act of 1939, as amended. No opinion is exp respect to the necessity of the registration of the Bonds under ~~ or securities laws of any state, territory or the Blue Sky" possession of the United States or of the District of Columbia. Very truly yours, Alex. Brown & Sons Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corp. November _- 1991 Page 3 \ROANR\ROANgOl0.OP2 EXHIBIT E BOND PURCHASE AGREEMENT CERTIFICATE OF THE COUNTY OF ROANOKE, VIRGINIA This certificate is given to comply with the requirement of paragraph 7.1(j) of the Bond Purchase Agreement dated October 17, 1991 (the "Bond Purchase Agreement") between the County of Roanoke, Virginia (the "County") and Alex. Brown & Sons Incorporated, as underwriter and representative for the other underwriters listed therein. Under the Bond Purchase Agreement the Underwriters have agreed to purchase from the County and the County has agreed to sell to the Underwriters the County's Water System Revenue Bonds, Series 1991 (the "Bonds"). Unless the context clearly requires otherwise, each term used in this certificate has the same meaning as set forth in the Bond Purchase Agreement. The undersigned officers, on behalf of the County, certify that: 1. Each of the representations, warranties and agreements of the County contained in the Bond Purchase Agreement is true and correct as of the date of this certificate. 2. The County has performed all agreements and has satisfied all conditions required to be performed or satisfied by it under the Bond Purchase Agreement. 3. Since the date of the Official Statement no event affecting the County has occurred which should be disclosed in the Official Statement in order to make the statements and information contained in the Official Statement not misleading in any material respect. 4. The information, including all appendices and attachments in the Official Statement has been reviewed on behalf of the County and (except for information relating to "Yield" or "Prices" and contained under the section headings "THE BONDS- Book-Entry Only System,", "SECURITY FOR THE BONDS - Municipal Bond Insurance" and "TAX-EXEMPTION" was as of its date and is as of the date of this certificate true and correct and did not and does not contain any untrue statement of a material fact or omit to state a material fact that is necessary to make the statements made, in light of the circumstances under which they were made, not misleading. There have been no material adverse changes to the County or the Project between the date of the Official Statement and the date of this certificate. The undersigned did not independently verify information in the Official Statement indicated as having been obtained from sources other than the County or its officers, but has no reason to believe that such information is not accurate. WITNESS my handlsnd thedayfof1Novemberof 1991,County of Roanoke, Virginia th County Administrator Director of Finance [SEAL] -2- EXHIBIT F The Depository Trust Company 55 Water Street New York, New York 10041 November , 1991 Alex. Brown & Sons Incorporated 135 East Baltimore Street Baltimore, Maryland 21202 County of Roanoke 3738 Brambleton Avenue, S.W. Roanoke, Virginia 24018 of Roanoke, Virginia County Water System Revenue Bonds Series 1991 Ladies and Gentlemen: This letter will serve to confirm certain mnDTC") oflaandga to the deposit in The Depository Trust Company book-entry system for, the above referenced bonds rehisteredsbond We understand that upon original issuance a full~e ate principal for each stated maturiwillfbehdeliveredntohCedeg& Co., as nominee amount of $ of DTC, for deposit with DTC. 1. DTC is a limited purpose trust company organized under the Banking Law of the State of New York, a member of the ofdthel Reserve System, a clearing corporation within the meaning New York Uniform Commercial Code and a clearing agency registered Exchange Act of 1934, as amended. 2. The information latinlnto thetBondsfunder thetsection dated October 17, 1991, re g insofar as it entitled "THE BONDS--Book-Entry-Only System" is, pertains to DTC and its agreeing to hold, safekeep and effect book-entry transfers of the Bonds, a fair and accurate summary of those matters. Very truly yours, THE DEPOSITORY TRUST COMPANY By: Its: Exhibi [Form of Engineering Consultant's Letter] November , 1991 County of Roanoke, Virginia Alex. Brown & Sons, Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Group of Roanoke, Virginia County Water System Revenue Bonds, Series 1991 Ladies and Gentlemen: We have prepared the Financial Feasibility Study, dated September 27, 1991, in connectiencestto it,aandetoeitseinclus~on financing, and consent to refer endix D, in the County's Preliminary Official Statement, as App and the County's Official Statement, dated dated October 4, 1991, to the issuance and sale of the above October 17, 1991, relating referenced Bonds. The Financial Feasibility Study ractpcesareWelbelievedthee with generally accepted engineering p assumptions on which the Fichanles inathelmattersudescribedeinare reasonable. We know of no gas of the date of this the Financial Feasibility Study certification which would cause us to alter our conclusions as stated. BURNS & MCDONNELL By Its s:\rosr~lc\roank010.exp Exhibit H [Form of Opinion of Counsel to Bond Insurer] November , 1991 County of Roanoke, Virginia Alex. Brown & Sons, Incorporated Craigie Incorporated Merrill Lynch & Company Scott & Stringfellow Investment Corporation County of Roanoke, Virginia Water System Revenue Bonds Series 1991 Gentlemen: I am First Vice President and Associate General Counsel of Financial Guaranty Insurance Company ("Financial Guaranty"), and have been requested to render an opinion in connection with the issuance by Financial Guaranty of its Municipal Bond New Issue Insurance Policy (the "Policy") delivered to Crestar Bank, Richmond, Virginia, as paying agent for the above referenced Bonds (the "Bonds"). I have examined such documents and records as I have deemed relevant for purposes of this opinion, including (i) the Certificate of Incorporation of Financial Guaranty, including all amendments thereto, (ii) the amended By-laws of Financial Guaranty as in effect on the date hereof, (iii) the certificate of authority issued to Financial Guaranty by the Superintendent of Insurance of the state of New York, (iv) the certificate of authority issued to Financial Guaranty by the Commissioner of Insurance of the Commonwealth of Virginia, (v) the executed Policy and (vi) the statements in the Official Statement dated October 17, 1991 relating to the Bonds (the "Official Statement") under the caption "Municipal Bond Insurance." On the basis of the foregoing, it my opinion that: 1. Financial Guaranty is a stock insurance corporation validly existing and in good standing under the laws of the State of New York and qualified to do business therein under the re lation of the State of New eothelPolicycunderatheelawsnoflthe licensed and authorized to issu Commonwealth of Virginia. is valid and binding upon Financial Guaranty 2, The Policy sub'ect to and enforceable in accordacreditors'trightssgenerally. applicable laws affecting as an insurance company is not 3. Financial Guaranty, tc Laws. ~Y eligible for relief under the Fedconservation or rehabilitation proceedings for the liquidation,overned by the provisions of the of Financial Guaranty would be g Insurance Law of the state of New York. 4. The statements described above andtthe~Policyl Statement relating to Financial Guaranty information set forth accurately and fairly present the summary therein and do not omit any material fact with respect to the description of Financial Guaranty relative to the material terms of Financial Guaranty to meet its of the Policy or the ability obligations under the Policy. Very truly yours, s:\roank\roank010.exh AT A REGIILAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COIINTY, VIRGINIA, IiELD AT THE ROANORE COIINTY ADMINISTRATION CENTER ON TIIESDAY, AIIGIIBT 27, 1991 RESOLUTION 82791-11 AIITHORIZING THE ISSIIANCE AND SALE OF THE COIINTY OF ROANORE, VIRGINIA $65,000,000 WATER SYSTEM REVENUE BONDS, SERIES 1991 The Board of Supervisors ("Board") of the County of Roanoke, Virginia ("County") has determined that it is necessary for the County to acquire, construct, develop and equip a public water supply and related facilities, including a dam and resevoir, water treatment facilities and distribution, storage and transmission facilities ( "Project") , and it is necessary and expedient to borrow an estimated maximum amount of $65,000,000 and to issue revenue. bonds ("Bonds") to provide funds to pay the costs of such. facilities. The Board has held a public hearing on the issuance of the. Bonds in accordance with the requirements of Section 15.1-227.8 of the Code of Virginia of 1950, as amended ("Virginia Code"). NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF ROANOKE, VIRGINIA: 1. Au~orization of Bonds and Use of Proceeds The Board hereby determines that it is advisable to contract a debt and to issue and sell the Bonds in an amount not to exceed $65,000,OOQ. The issuance and sale of the Bonds is hereby authorized. The. proceeds from the issuance and sale of the Bonds shall be used to pay the costs of the Project. In accordance with Section 15...1-- 227.2 of the Virginia Code, the Board elects to issue the Bonds. 1 pursuant to the provisions of the Public Finance Act of 1991. 2. Financina Documents The County Administrator, the Director of Finance, and such officers and agents of the County as either of them may designate are authorized and directed to prepare such financing documents as they may deem necessary, including an indenture of trust between the County and a trustee to be selected by the County Administrator ("Indenture"). 3. Pledge of Revenues The Bonds shall be limited obligations of the County and principal of, premium, if any, and interest on the Bonds shall be payable as provided in the Bonds and the Indenture solely from the revenues derived by the County from its water system, as set forth in the Indenture and from other funds that have been or may be pledged for such purpose under the terms and conditions of the Indenture. Nothing in this Resolution, the Bonds or the Indenture shall be deemed to pledge the full faith and credit of the County to the payment of the Bonds. 4. Details of Bonds. The Bonds shall be issued upon the. terms established pursuant to this Resolution and as set forth in the Indenture. 5. Sale of Bonds The Board authorizes the sale of the Bonds in an aggregate principal amount not to exceed $65,000,000 to Alex Brown & Sons Incorporated, as underwriter ("Underwriter"). The county Administrator and the Chairman of the Board, or either of them, are authorized and directed to execute and deliver a Bond. Purchase Agreement with the Underwriter, providing for the sale- and delivery of the Bonds upon terms and conditions to be approved by 2 such officers, provided that (i) the true interest cost of the Bonds shall not exceed 9%; (ii) the final maturity of the Bonds shall not be later than 40 years from their date. The approval of such officers shall be evidenced conclusively by the execution and delivery of the Bond Purchase Agreement. 6. Non-Arbitraae Certificate and Tax Covenants The appropriate officers and agents of the County are authorized and directed to execute a Non-Arbitrage Certificate and Tax Covenants setting forth the expected use and investment of the proceeds of the Bonds and containing such covenants as may be necessary in order to comply with the provisions of the Internal Revenue Code of 1986, as amended ("Code"), including the provisions of Section 148 of the Code and applicable regulations relating to "arbitrage bonds." The Board covenants on behalf of the County that the proceeds from the issuance and sale of the Bonds will be invested and expended as set forth in the Indenture and the County's Non- Arbitrage Certificate and Tax Covenants, to be delivered simultaneously with the issuance and delivery of the Bonds and that the County shall comply with the other covenants and representations contained therein. 7. Disclosure Documents The County Administrator, and such officers and agents of the County as he may designate, are hereby authorized and directed to prepare, execute and deliver an appropriate preliminary official statement, official statement, and such other disclosure documents as may be necessary to expedite the sale of the Bonds. Such disclosure documents shall be published 3 in such publications and distributed in such manner and at such times as the County Administrator, or such officers or agents of the County as he may designate, shall determine. 8• Further Actions The County Administrator, and such officers and agents of the County as he may designate, are authorized and directed to take such further action as they deem necessary regarding the issuance and sale of the Bonds and all actions taken by such officers and agents in connection with the issuance and sale of the Bonds are hereby ratified and confirmed. 9• Fi Ana of Resolution The appropriate officers or agents of the County are authorized and directed to file a certified copy of this Resolution with the Circuit Court of the County of Roanoke, Virginia pursuant to Section 15.1-227.9 of the Virginia Code. 10. Effective Date This Resolution shall take effect immediately. On motion of Supervisor Nickens to adopt the ordinance, and. carried by the following recorded vote: AYES: Supervisors Robers, Johnson, Nickens, McGraw NAYS: Supervisor Eddy A COPY TESTE: Mary H. Allen, Clerk Roanoke County Board of Supervisors cc: File Bond Counsel Circuit Court Judge Alfred C. Anderson, County Treasurer Paul M. Mahoney, County Attorney Diane D. Hyatt, Director, Finance Cliff Craig, Director, Utility 4 The undersigned Clerk of the Board of Supervisors- of the County of Roanoke, Virginia, certifies that the foregoing constitutes a true, complete and correct copy of the Resolution 82791-13, adopted at a regular meeting of the Board of Supervisors of the County of Roanoke, Virginia, held on August 27, 1991. Dated: August 27, 1991 [SEAL] l~. Mary H. lien, Clerk, Board of County of Roanoke, Virginia 5 AT A REGIILAR MEETING OF THE BOARD OF SUPERVISORS OF ROANORE COIINTY, VIRGINIA, HELD AT THE ROANOKE COIINTY ADMINISTRATION CENTER ON TIIESDAY, AIIGIIST 27, 1991 RESOLIITION 82791-2 AIITHORIZING THE ISSIIANCE AND SALE OF THE COITNTY OF ROANORE, VIRGINIA $15,000,000 GENERAL OBLIGATION RATER SYSTEM BONDS SERIES 1991 The issuance of the $16,000,000 general obligation bonds of the County of Roanoke, Virginia ("County") was authorized by resolution of the Board of Supervisors ("Board") adopted on July 22, 1986, and approved at an election held in the County on November 4, 1986 ("Election") for the purpose of paying all or a portion of the cost of acquiring, constructing, developing and equipping a public water supply and related facilities, including a dam and reservoir ("Project") of which $1,000,000 in bonds have been issued. The board has determined that it is advisable to issue the remaining authorized bonds in an aggregate principal amount of $15,000,000 ("Bonds"). The Circuit Court of the County entered an order on November 19, 1986, authorizing the Board to carry out the wishes of the voters as expressed at the Election. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF ROANOKE, VIRGINIA: 1. Aut orization of Bonds and Use of Proceeds The Board hereby determines that it is advisable to contract a debt and. to issue and sell the Bonds in an amount of $15,000,000 pursuant to the Election. The issuance and sale of the Bonds is hereby authorized. The proceeds from the issuance and sale of the Bonds 1 shall be used to pay the costs of the Project. In accordance with Section 15.1-227.2 and 15.1-227.65 of the Code of Virginia of 1950, as amended ("Virginia Code"), the Board elects to issue the Bonds. pursuant to the provisions of the Public Finance Act of 1991. 2. Pledae of Full Faith and Credit The full faith and credit of the County are hereby irrevocably pledged for-the payment of the principal of, premium, if any, and interest on the Bonds as the.same become due and payable. The Board shall levy an annual ad valorem tax upon all property in the County, subject to local taxation, sufficient to pay the principal of, premium, if any, and interest on the Bonds as the same shall become due for payment unless other funds are lawfully available and appropriated for the. timely payment thereof. 3. Sale of Bonds The. Board authorizes the sale of the-. Bonds in an aggregate principal amount of $15,000,000 to Alex Brown & Sons Incorporated, as underwriter ("Underwriter"). The. County Administrator and the Chairman of the Board, or either of them, are_ authorized and directed to execute and deliver a Bond Purchase Agreement with the Underwriter, providing for the sale and delivery of the Bonds upon terms and conditions to be approved by such officers, provided that (i) the true interest of the Bonds- shall.. not exceed 9;; (ii) the final maturity of the Bonds shall note:be-- later than 30 years from their date; and (iii) the sale price_-of- the. Bonds to the Underwriter shall not be less than 97$ of~the aggregate principal amount thereof. The approval of such offfcers- shall be evidenced conclusively by the execution and delivery-og 2 the Bond Purchase Agreement. 4. Details of Bonds. The Bonds shall be issued upon the terms established pursuant to this Resolution and the Bond Purchase Agreement or such other terms as may be set forth by subsequent resolution of the Board. The Bonds shall be issued in fully registered form, shall be dated October 1, 1991, shall mature. serially in the years and amounts set forth in the Bond Purchase Agreement, shall bear interest payable semi-annually at the rates set forth in the Bond Purchase Agreement, shall be in the denominations of $5,000 each or whole multiples thereof and shall be numbered from R-1 upwards consecutively. The Bonds shall. be subject to optional redemption on the tenas set forth in the Bond Purchase Agreement. 5. Forms of Bonds The Bonds shall be in substantially the. form attached to this Resolution as Exhibit A, with such. appropriate variations, omissions and insertions as are permitted or required by this Resolution or subsequent resolution of the. Board of Supervisors. There may be endorsed on the Bonds such legend or text as may be necessary or appropriate to conform to any applicable rules and regulations of any goverrunental authority or~ any usage or requirement of law with respect thereto. 6. Appointment of Bond Registrar and Paving Agent The: Treasurer of the County is appointed Bond Registrar and Paying Agent for the. Bonds. The Board may appoint a subsequent registrar and/or one` or more paying agents for the bonds by subsequent resolution and. upon 3 giving written notice to the owners of the Bonds specifying the name and location of the principal office of any such registrar or paying agent. 7. Book-Entry-only Form The Bonds shall be issued in fully registered form and registered in the name of Cede & Co. , a nominee of The Depository Trust Company, New York, New York ("DTC") as registered owner of the Bonds, as immobilized in the custody of DTC. One fully registered Bond in typewritten or printed form for the principal amount of each maturity shall be registered to Cede & Co. Beneficial owners of Bonds shall not receive physical delivery of the Bonds. Principal, premium, if any, and interest payments on the Bonds shall be made to DTC or its nominee as registered owner of the Bonds on the applicable payment date. Transfer of ownership interest in the Bonds shall be made by DTC and its participants ("Participants"), acting as nominees of the beneficial owners of the bonds, in accordance with rules specified by DTC and its Participants. The County shall notify DTC of any notice required to be given pursuant to this Resolution or the Bonds not less than fifteen (15) calendar days prior to the date upon which such notice is required to be given. The County shall also comply with the agreements set forth in the County's letter of representations to DTC. Replacement Bonds (the "Replacement Bonds") shall be issued. directly to beneficial owners of Bonds rather than to DTC, or-its. nominee, but only in the event that: (i) DTC determines not to continue to act as securities 4 depository for the Bonds; or (ii) The County has advised DTC of its determination that DTC is incapable of discharging its duties; or (iii) The County has determined that it is in the best. interest of the beneficial owners of the bonds not to continue the book-entry system of transfer. Upon occurrence of the event described in (i) or (ii) above, the County shall attempt to locate another qualified securities depository. If the County fails to locate another qualified. securities depository to replace DTC, the County shall execute-and. deliver Replacement Bonds substantially in the foray set forth in. Exhibit A attached hereto to the Participants. In the event-the Board, in its discretion, makes the determination noted in (ii) or (iii) above and has made provisions to notify the beneficial owners of Bonds by mailing an appropriate notice to DTC, the appropriate officers and agents of the County shall execute and deliver- Replacement Bonds substantially in the form set forth in Exhibit A attached. hereto to any Participants requesting such Bonds.. Principal of, premium, if any, and interest on the Replacement Bonds shall be payable as provided in the Bonds and such. Replacement Bonds will be transferable in accordance with the. provisions of paragraphs l0 and 11 of this Resolution and the. Bonds. $• Execution of Bonds The Chairman of the Board and. the: Clerk of the-Board are hereby authorized and directed. to execute... appropriate negotiable Bonds. in the aggregate principal amount-~of 5 $15,000,000, and to affix the seal of the County thereto. The manner of execution and affixation of the seal may be by facsimile, provided, however, that if the signatures of the Chairman and Clerk are both by facsimile, the Bonds shall not be valid until signed at the foot thereof by the manual signature of the Bond Registrar. 9. COSIP Numbers The Bonds shall have CUSIP identification numbers printed thereon. No such number shall constitute a part. of the contract evidenced by the Bond on which it is imprinted and no liability shall attach to the County, or any of its officers or agents by reason of such numbers or any use made of such numbers, including any use. by the County and any officer or agent of the. County, by reason of any inaccuracy, error or omission with respect to such numbers. 10. Recistration Transfer and Exchange Upon surrender fog transfer or exchange of any Bond at the princi al co P rporate trust office of the Bond Registrar, the County shall execute and deliver and the Bond Registrar shall authenticate in the name of the transferee or transferees a new Bond or Bonds of any authorized denomination in an aggregate principal amount equal to the Bond surrendered and of the same forat and maturity and bearing interest- at the same rate as the Bond surrendered, subject in each case. to such reasonable regulations as the County and the Bond Registrar may prescribe. All Bonds presented. for transfer or exchange shall. be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and substance reasonal7ly satisfactory to the County and the Bond Registrar, duly executed 6 by the registered owner or by his or her duly authorized attorney- in-fact or legal representative. No Bond may be registered to bearer. New Bonds delivered upon any transfer or exchange shall be valid obligations of the County, evidencing the same debt as the Bonds surrendered, shall be secured by this Resolution and entitled to all of the security and benefits hereof to the same extent. as the Bonds surrendered. 11. Charges for Exchange or Transfer No charge shall be made for any exchange or transfer of Bonds, but the County may require payment by the registered owner of any bond of a sum sufficient to cover any tax or other governmental charge which may be imposed with respect to the transfer or exchange of such Bond... 12. Non-Ar ~traae Certificate and Tax Covenants The- appropriate officers and agents of the County are authorized and. directed to execute a Non-Arbitrage Certificate and Tax Covenants setting forth the expected use and investment of the proceeds-of the. Bonds and containing such covenants as may be necessary in order to comply with the provisions of the Internal Revenue Code_ of 1986, as amended ("Code"), including the provisions of Section 148 of the. Code and applicable regulations relating to "arbitrage bonds." The.. Board covenants on behalf of the_ County that. the.:. proceeds from the issuance and sale of the Bonds will be invested.. and expended as set forth in the County's Non-Arbitrage Certificate and Tax Covenants, to be delivered simultaneously with the issuance.. and delivery of the Bonds and that the County shall comply with: the 7 other covenants and representations contained therein. 13. Disclosure Documents. The County Administrator, and such officers and agents of the County as he may designate, are hereby authorized and directed to prepare, execute and deliver, as appropriate, a preliminary official statement, an official statement, and such other disclosure documents as may be necessary to expedite the sale of the Bonds. The preliminary official statement, the official statement or other disclosure documents shall be published in such publications and distributed in such manner and at such time as the County Administrator, or such officers or agents of the County as he may designate, shall determine. 14. Further Actions The County Administrator, and such officers and agents of the County as he may designate, are authorized and directed to take such further action as they deem. necessary regarding the issuance and sale of the Bonds and all actions taken by such officers and agents in connection with the. issuance. and sale of the Bonds are hereby ratified and confirmed. 15. Filinc of Resolution The appropriate officers or agents of the County are authorized and directed to file a certified copy of this Resolution with the Circuit Court of the County of Roanoke, Virginia pursuant to Sections 15.1-227.9 and 15.1-227.42 of the Virginia Code. 16. Effective Date _ This Resolution shall take effect immediately. On substitute. motion of Supervisor Nickens to adopt the: resolution, and carried by the following recorded vote: AYES: Supervisors Robers, Johnson, Nickens, McGraw NAYS: Supervisor Eddy A COPY TESTE: 7r~Q~4-~' %~ Mary H. Allen, Clerk Roanoke County Board of Supervisors cc: File Bond Counsel Circuit Court Judge Alfred C. Anderson, County Treasurer Diane D. Hyatt, Director, Finance Paul Mahoney, County Attorney Cliff Craig, Director, Utility The undersigned Clerk of the Board of Supervisors of the. County of Roanoke, Virginia, certifies that the foregoing constitutes a true, complete and correct copy of Resolution 82_ 2 adopted at a regular meeting of the Board of Supervisors of the County of Roanoke, Virginia, held on August 27, 1991. Dated: August 27, 1991 [SEAL] Mary H. A len, Clerk, Board of County of Roanoke, Virginia 9 ROANOKE COUNTY BOARD OF SUPERVISORS AGENDA OCTOBER 17, 1991 R ~q ~'~-~ .fir ~.~-'~° Welcome to the Roanoke County Board of Supervisors meeting. Regular meetings are held on the second Tuesday and the fourth Tuesday at 3:00 p.m. Public hearings are held at 7:00 p.m on the fourth Tuesday of each month. THIS IS AN ADTOURNED MEETING FROM OCTOBER 8, 1991 FOR THE PURPOSE OF ACCEPTING BIDS FOR THE GENERAL OBLIGATION AND WATER REVENUE BONDS A. OPENING CEREMONIES (3:00 P.M.) 1. Roll Call B. WORK SESSION 1. Spring Hollow Water Project C. i' ~" NEW BUSINESS _ ~_~ , j °~ ~` i i ~-I °~~~- l 1• n r e Water System General Obligation Bonds. 2. A r ocuments related to Water System Revenue Bonds. D. ADJOIJRNMENT /D - i / - Ctc-c~e ~o ~ -~z ~Go ~ /~r/ ~ ~ ~~~a~„ ~.~ ~.~o ~ ti ~ .~ ~-~-~ ~ ~~-- ~~ ~ -~~~'~ C' -~-~~ - ~~y Q , c~,4~,~•-` 3-. t 4. Report on Monthly Utility Billing 5. Report on request from Mecklenburg County to oppose certain requirements of the Department of Waste Management. 6. Information on Literary Fund Projects 7. Citizen Information Update N. WORK SESSION 1. Joint Work Session with Appalachian Power Officials - APCO Transmission Line SCC PUBLIC HEARINGS ON 4/2/92 IN NEW CASTLE, VIRGINIA AND 4/6/91 IN RICHMOND WITH DECISION IN 1992. ECH WILL CONTINUE TO MEET WITH APCO OFFICIALS BLJ -ASKED FOR IlViPACT OF COUNTY SAM =ASKED FOR LIST OF RESIDENCES THAT WOULD BE IlVIPACTED OTHER BUSINESS ECH ASKED FOR MEETING ON 10/17/91 TO ACCEPT BINDS FOR BOND ISSUE. SAM ASKED FOR REPORT ON THE POSSIBLE IlVIPACT TO WATER RATES OF LOWER BIDS. BLJ ASKED FOR HISTORY OF BOND ACTIVITY SINCE 1985. O. EXECUTIVE SESSION pursuant to the Code of Virginia Section 2.1-344 A (7) for discussions with legal counsel and briefings by staff with respect to various agreements pertaining to the new landfill and discussion on Dixie Caverns Landfill. HCN MOTION AT 6:25 P.M. URC P. CERTIFICATION OF EXEC`IJTIVE SESSION R-10891-6 BLJ TO APPROVE AYES-RWR,BI~,HCN,SAM ABSENT-LBE Q. ADJOURNMENT TO OCTOBER 17, 1991 AT 3:00 P.M. FOR THE PURPOSE OF ACCEPTING BIDS FOR THE GENERAL OBLIGATION AND WATER REVENUE BONDS. BLJ MOTION AT 7:44 P.M. s a ~ ~~,.~s 1 ~ ~ I ~ :::~ ~ ~, -~,~_ a ~-1 _ w:`l `i*. S' ~ ~/ 5T. '1 ('r ~i'1 ~'` 2_ n •' ! ,'.' I '1; ~ t I -~ 1 ~t-h ,`, '~ ~ G r':~ C.C~-~ 151=~ y~ ~ ~ rt"'r1 ~~ t'?. ~/ . ~'~1 ) ",__ t~i''~i/~ `~ -..,. r (r` ~ C~ ?_ of ~ ,~, ~~ ".1 ~. > ,~., ~ c } ~ . t>~ , ~.