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NEW ISSUE — BOOK ENTRY_ ONLY RATINGS: (See "RATINGS" herein.)
<br />In the opinion of Bryant Miller Olive P,A., Bond Counsel, assuming compliance by the Agency (as defined herein) with
<br />certain covenants, under existing statutes, regulations and judicial decisions, interest on the Bonds (as defined herein) will be
<br />excludable from gross income for federal income tax purposes of the holders thereof and will not be an item of tax preference
<br />for purposes of the federal alternative minimum tax imposed on individuals and corporations. However, interest on the
<br />Bonds is taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax
<br />on corporations. See "TAX MATTERS" herein for a description of certain other tax consequences to holders of the Bonds.
<br />$38,655,000
<br />SPACE COAST INFRASTRUCTURE AGENCY(')
<br />INFRASTRUCTURE IMPROVEMENT REVENUE BONDS
<br />(1-95 BREVARD COUNTY DBF PROJECT), SERIES 2012
<br />Dated: Date of Delivery Due: June 15 and December 15, as shown on inside cover
<br />The Space Coast Infrastructure Agency (the "Agency" or the "Issuer") is issuing its Infrastructure Improvement Revenue
<br />Bonds (I-95 Brevard County DBF Project), Series 2012 (the "Bonds") as fully registered bonds, without coupons. The
<br />Bonds, when issued, will be registered in the name of Cede & Co., as holder and securities depository nominee of The
<br />Depository Trust Company, New York, New York ("DTC"). Individual purchases will be made in book -entry form only
<br />through DTC Participants (as defined herein), in the principal amount of $5,000 or any integral multiple thereof, and
<br />purchasers of the Bonds will not receive physical delivery of bond certificates. So long as Cede & Co. is the registered
<br />owner of the Bonds, as nominee for DTC, references herein to the bondholders or registered owners shall mean Cede & Co.
<br />and shall not mean the Beneficial Owner (as defined herein) of the Bonds. See "THE BONDS — Book Entry System" herein.
<br />The Agency has been created by an interlocal agreement entered into on May 1, 2012 (the "Interlocal Agreement") by
<br />Brevard County, Florida (the "County") and the North Brevard Development District (the "District").
<br />The Bonds are being issued under a Trust Indenture dated as of August 1, 2012 (the "Indenture") between the Agency
<br />and U.S. Bank National Association, as trustee (the "Trustee"). The Bonds shall be dated their date of delivery, and shall
<br />bear interest payable quarterly on March 15, June 15, September 15, and December 15, commencing December 15, 2012.
<br />Pursuant to Section 334.30(1), Florida Statutes, the Florida Department of Transportation ("FDOT") is accelerating the I-
<br />95 road widening project within portions of the County and Volusia County (as further described herein, the "Project"). See
<br />"THE PROJECT" herein. The Lane Construction Corporation (the "Contractor") has been selected by FDOT as the general
<br />contractor for the Project pursuant to a competitive selection process. The Contractor will enter into a Design -Build -Finance
<br />Contract (the "DBF Contract") with FDOT prior to delivery of the Bonds. The DBF Contract will describe the duties and
<br />responsibilities of the Contractor and FDOT.
<br />Pursuant to the DBF Contract, the Contractor will provide a 100% performance surety bond (the "Surety Bond") to
<br />FDOT to be jointly and severally issued by Liberty Mutual Insurance Company, Fidelity and Deposit Company of Maryland
<br />and Zurich American Insurance Company (collectively, the "Surety Bond Provider"). See "SURETY" herein. The Surety
<br />Bond will insure the completion of performance by the Contractor under the DBF Contract. THE SURETY BOND WILL
<br />NOT INSURE PAYMENT OF PRINCIPAL OR INTEREST ON THE BONDS.
<br />The Bonds are being issued to provide a portion of the funds for the Contractor to construct the Project. See
<br />"BACKGROUND," and "THE PROJECT," herein. The Contractor will enter into a Funding Agreement dated as of August
<br />1, 2012 (the "Funding Agreement") with the Agency and Trustee prior to the delivery of the Bonds for the term of the Bonds
<br />whereby the Contractor will assign all of its rights to payments under the DBF Contract to the Trustee.
<br />NEITHER THE CONTRACTOR NOR THE SURETY BOND PROVIDER IS OBLIGATED TO MAKE ANY
<br />PAYMENTS OF PRINCIPAL OR INTEREST ON THE BONDS. DEBT SERVICE PAYMENTS ON THE BONDS
<br />WILL BE A LIMITED OBLIGATION OF THE ISSUER, PAYABLE SOLELY FROM AMOUNTS PAID BY FDOT
<br />PURSUANT TO THE DBF CONTRACT THAT ARE ASSIGNED BY THE CONTRACTOR UNDER THE
<br />FUNDING AGREEMENT TO THE TRUSTEE. TO DATE, APPROXIMATELY $78 MILLION OF THE TOTAL
<br />PROJECT COST OF APPROXIMATELY $118 MILLION HAS BEEN APPROPRIATED BY THE STATE. THE
<br />APPROXIMATELY $40 MILLION REMAINING FUNDS FOR THE PROJECT COST, WHICH WILL BE USED
<br />TO PAY THE DEBT SERVICE ON THE BONDS, IS SUBJECT TO APPROPRIATION BY THE STATE OF
<br />FLORIDA (LEGISLATURE AND GOVERNOR) AND IS NOT EXPECTED TO BE AVAILABLE UNTIL THE
<br />2015-16 FISCAL YEAR (BEGINNING JULY 1, 2015), THE FAILURE BY THE STATE TO APPROPRIATE THE
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