Agenda - Council Work Session - 05/28/2013

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REMAINING COST OF THE PROJECT WILL HAVE AN ADVERSE EFFECT ON THE ISSUER'S ABILITY TO PAY THE DEBT SERVICE ON THE BONDS. SEE "RISK FACTORS" HEREIN. The Bonds are not subject to optional redemption prior to maturity, but will be subject to mandatory and extraordinary mandatory redemption as described herein. See "REDEMPTION" herein. THE BONDS AND THE OBLIGATIONS EVIDENCED THEREBY ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM THE FDOT CONTRACT PAYMENTS AND AMOUNTS HELD IN THE FUNDS AND ACCOUNTS UNDER THE INDENTURE. THE BONDS AND THE OBLIGATIONS EVIDENCED THEREBY ARE NOT A DEBT, LIABILITY OR OBLIGATION OF THE COUNTY, THE DISTRICT, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION THEREOF, OR A PLEDGE OF THE FAITH AND CREDIT OR TAXING POWER OF THE COUNTY, THE DISTRICT, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF. THE ISSUER SHALL NOT BE OBLIGATED TO PAY THE BONDS, ANY INTEREST THEREON, OR ANY OTHER OBLIGATIONS IN CONNECTION THEREWITH EXCEPT FROM AMOUNTS HELD BY THE TRUSTEE IN THE FUNDS PLEDGED THEREFOR IN THE INDENTURE IN THE MANNER PROVIDED IN THE INDENTURE. NEITHER THE FAITH AND CREDIT OF THE ISSUER, NOR FAITH AND CREDIT NOR THE TAXING POWER OF THE COUNTY, THE DISTRICT, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS OR ANY OTHER OBLIGATION OF THE ISSUER UNDER THE INDENTURE OR THE BONDS. NEITHER THE COUNTY, THE DISTRICT, NOR THE STATE OF FLORIDA, NOR ANY POLITICAL SUBDIVISION THEREOF SHALL BE DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATED TO LEVY ANY FORM OF TAXATION WHATSOEVER FOR THE PAYMENT OF THE ISSUER'S OBLIGATIONS UNDER THE INDENTURE OR THE BONDS. THE ISSUER HAS NO TAXING POWER. Investment in the Bonds is subject to certain risks. See "RISK FACTORS" and "SUITABILITY FOR INVESTMENT" herein. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors are directed to read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Bonds are offered when, as and if delivered to the Underwriter, subject to prior sale, withdrawal or modification of the offer without any notice, and to the approval of legality by Bryant Miller Olive P.A., Orlando, Florida, Bond Counsel, and to certain other conditions. Certain legal matters will be passed on for the Agency by its counsel Scott Knox, Esq., who is the County Attorney for Brevard County. Certain legal matters will be passed on for the Contractor by Robinson & Cole LLP, Hartford, Connecticut. Certain legal matters will be passed upon for the Under writer by its counsel, GrayRobinson P.A., Tampa, Florida. Clary Consulting, LLC, Tallahassee, Florida, is acting as financial advisor to the Agency in connection with the Bonds. It is expected that the Bonds in definitive form will be available for delivery on or about August 15, 2012. OPPENHEIMER & CO. INC. Dated: July 11, 2012 (I) A provisional patent application was filed by Lowell Clary with the U.S. Patent Office on April 20, 2012. The patent is a methods patent that covers the method of structuring and financing design -build -finance gap construction projects in advance of their scheduled funding dates.