Agenda - Council Work Session - 05/28/2013

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NEW ISSUE — BOOK ENTRY ONLY SEE "RATINGS" HEREIN In the opinion of Bryant Miller Olive P.A., Bond Counsel, assuming compliance by the Issuer (as defined herein) with certain covenants, under existing statutes, regulations and judicial decisions, interest on the Bonds (as defined herein) will be excludable from gross income for federal income tax purposes of the holders thereof and will not be an item of tax preference for puzposes of the federal alternative minimum tax imposed on individuals and corporations. However, interest on the Bonds is taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax on corporations. See "TAX MATTERS" herein for a description of certain other tax consequences to holders of the Bonds. $59,110,000 FLORIDA MUNICIPAL LOAN COUNCIL INFRASTRUCTURE IMPROVEMENT REVENUE BONDS, SERIES 2012 (9B DESIGN -BUILD -FINANCE PROJECT) Dated: Date of Delivery Due: February 15 and August 15 as shown on inside cover The Florida Municipal Loan Council (the "Issuer") is issuing its Infrastructure Improvement Revenue Bonds, Series 2012 (9B Design -Build -Finance Project) (the "Bonds") as fully registered bonds, without coupons, The Bonds, when issued, will be registered in the name of Cede & Co., as holder and securities depository nominee of The Depository Trust Company, New York, New York ("DTC"). Individual purchases will be made in book -entry form only through DTC Participants (as defined herein), in the principal amount of $5,000 or any integral multiple thereof, and purchasers of the Bonds will not receive physical delivery of bond certificates. So long as Cede & Co. is the registered owner of the Bonds, as nominee for DTC, references herein to the bondholders or registered owners shall mean Cede & Co. and shall not mean the Beneficial Owner (as defined herein) of the Bonds. See "THE BONDS — Book Entry System' herein. The Bonds are being issued under a Trust Indenture dated as of September 1, 2012 (the "Indenture") between the Issuer and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"). The Bonds shall be dated their date of delivery, and shall bear interest payable quarterly on November 15, February 15, May 15, and August 15, commencing November 15, 2012. Pursuant to Section 334.30(1), Florida Statutes, the Florida Department of Transportation ("FDOT") is accelerating the construction of State Road 9B from I 95 to U.S. 1 in Duval County, Florida (as further described herein, the "Project"). See "THE PROJECT" herein. Infrastructure Development Partners (the "Contractor"), a joint venture between Superior Construction Company Southeast, LLC and Signet -Superior Infrastructure, LLC has been selected by FDOT as the general contractor for the Project pursuant to a competitive selection process. The Contractor will enter into a Design -Build -Finance Contract (the "DBF Contract") with FDOT prior to delivery of the Bonds. The DBF Contract will describe the duties and responsibilities of the Contractor and FDOT. Pursuant to the DBF Contract, the Contractor will provide a 100% performance surety bond (the "Surety Bond") to FDOT issued by Continental Casualty Company, or an entity affiliated therewith ("CNA" or the "Surety Bond Provider"), See "SURETY" herein. The Surety Bond will insure the completion of performance by the Contractor under the DBF Contract. THE SURETY BOND WILL NOT INSURE PAYMENT OF PRINCIPAL OR INTEREST ON THE BONDS. The Bonds are being issued to provide a portion of the funds for the Contractor to design and construct the Project. See "BACI{GROUND," and "THE PROJECT," herein. The Contractor will enter into a Funding Agreement dated as of September 1, 2012 (the "Funding Agreement") with the Issuer and Trustee prior to the delivery of the Bonds for the term of the Bonds whereby the Contractor will assign all of its rights to all future payments under the DBF Contract to the Trustee. NEITHER THE CONTRACTOR NOR THE SURETY BOND PROVIDER IS OBLIGATED TO MAKE ANY PAYMENTS OF PRINCIPAL OR INTEREST ON THE BONDS. DEBT SERVICE PAYMENTS ON THE BONDS WILL BE A LIMITED OBLIGATION OF THE ISSUER, PAYABLE SOLELY FROM AMOUNTS HELD UNDER THE INDENTURE AND AMOUNTS PAID BY FDOT PURSUANT TO THE DBF CONTRACT THAT ARE ASSIGNED BY THE CONTRACTOR UNDER THE FUNDING AGREEMENT TO THE TRUSTEE. TO DATE, NONE OF THE TOTAL PROJECT COST OF APPROXIMATELY $95 MILLION HAS BEEN APPROPRIATED BY THE STATE. FUNDING FOR THE PROJECT COST, WHICH WILL BE USED TO PAY THE DEBT SERVICE ON THE BONDS, IS SUBJECT TO APPROPRIATION BY THE FLORIDA LEGISLATURE AND APPROVAL BY THE GOVERNOR OF THE STATE OF FLORIDA AND IS NOT EXPECTED TO BE AVAILABLE UNTIL THE 2013-14 FISCAL YEAR (BEGINNING JULY 1, 2013). THE FAILURE BY THE STATE TO APPROPRIATE FUNDS FOR THE FDOT'S WORK PLAN THAT INCLUDES 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 Therein. 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 STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION OR MUNICIPAL CORPORATION THEREOF, OR A PLEDGE OF THE FAITH AND CREDIT OR TAXING POWER OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION OR MUNICIPAL CORPORATION THEREOF. THE ISSUER SHALL NOT BE OBLIGATED TO PAY THE BONDS, ANY INTEREST OR PREMIUM 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 MEMBERS OF THE ISSUER, NOR THE FAITH AND CREDIT NOR THE TAXING POIVER OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION OR MUNICIPAL CORPORATION 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 STATE OF FLORIDA NOR ANY POLITICAL SUBDIVISION OR MUNICIPAL CORPORATION THEREOF SHALL BE DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATED TO LEVY ANY FORM OF TAXATION WHATEVER 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 'RISKFACTORS" 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 malting of an informed investment decision. The Bonds are offered when, as and if delivered to the Underwriters, 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 Issuer by its counsel Kraig A. Conn, Esq., Tallahassee, Florida. Certain legal natters will be passed upon for the Contractor by its counsel, Vezina, Lawrence & Piscitelli, P.A., Ft. Lauderdale, Florida and for the Underwriters by their counsel, Nabors, Giblin & Nickerson P.A., Tampa, Florida. Public Resources Advisory Group, St. Petersburg, Florida, is acting as financial advisor to the Issuer in connection with the issuance of the Bonds. It is expected that the Bonds in definitive form will be available for delivery on or about September 7, 2012, WELLS FARGO SECURITIES Dated: August 7, 2012 OPPENHEIMER & CO. INC.