EX-10.(CB) POINCIANA PARKWAY REGULATORY AGREEMENT



 





Exhibit 10(cb)




POINCIANA PARKWAY REGULATORY AGREEMENT




by and between




POLK COUNTY, FLORIDA




and




AVATAR PROPERTIES INC.




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 

	 	ARTICLE I

INCORPORATION OF RECITALS, DEFINITIONS AND INTERPRETATION	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1.01.

	 	INCORPORATION OF RECITALS
	 	 	2	 
	SECTION 1.02.

	 	DEFINITIONS
	 	 	3	 
	SECTION 1.03.

	 	INTERPRETATION
	 	 	5	 
	SECTION 1.04.

	 	SECTION HEADINGS
	 	 	5	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE II

REPRESENTATIONS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 2.01.

	 	REPRESENTATIONS OF OSCEOLA COUNTY
	 	 	5	 
	SECTION 2.02.

	 	REPRESENTATIONS OF THE OWNER
	 	 	6	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE III

POINCIANA PARKWAY	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 3.01.

	 	GENERAL
	 	 	7	 
	SECTION 3.02.

	 	OWNERSHIP
	 	 	7	 
	SECTION 3.03.

	 	OSCEOLA PROJECT AREA
	 	 	8	 
	SECTION 3.06.

	 	FUNDING OF COSTS OF ACQUISITION AND CONSTRUCTION
	 	 	8	 
	SECTION 3.09.

	 	ACCESS MANAGEMENT.
	 	 	8	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IV

PLANNING, DESIGN AND CONSTRUCTION	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 4.01.

	 	DESIGN CRITERIA
	 	 	8	 
	SECTION 4.02.

	 	ACQUISITION, DESIGN AND CONSTRUCTION OF POINCIANA PARKWAY
	 	 	8	 
	SECTION 4.03.

	 	COMPLETION DATE
	 	 	9	 
	SECTION 4.04.

	 	INSURANCE
	 	 	9	 
	SECTION 4.05.

	 	FORCE MAJEURE
	 	 	11	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE V

DEFAULTS AND REMEDIES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 5.01

	 	OWNER’S DEFAULT
	 	 	12	 
	SECTION 5.02

	 	OSCEOLA COUNTY’S REMEDIES
	 	 	12	 
	SECTION 5.03

	 	COUNTY’S DEFAULT
	 	 	12	 
	SECTION 5.04

	 	OWNER’S REMEDIES
	 	 	12	 
	SECTION 5.05

	 	AGREEMENT TO PAY ATTORNEYS’ FEES AND EXPENSES
	 	 	13	 






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	 	 	 	 	Page
	 

	 	ARTICLE VI

GENERAL PROVISIONS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 6.01.

	 	INTERLOCAL AGREEMENT PROVISIONS
	 	 	13	 
	SECTION 6.02.

	 	TRAFFIC SAFETY, EMERGENCY AND ENFORCEMENT SERVICES
	 	 	13	 
	SECTION 6.03.

	 	REIMBURSEMENT BY OWNER OF CERTAIN COSTS INCURRED BY OSCEOLA COUNTY
	 	 	14	 
	SECTION 6.04.

	 	TERM OF AGREEMENT
	 	 	14	 
	SECTION 6.05.

	 	NO ADDITIONAL RIGHTS CONFERRED
	 	 	14	 
	SECTION 6.06.

	 	INDEMNIFICATION
	 	 	14	 
	SECTION 6.07.

	 	ENTIRE AGREEMENT
	 	 	14	 
	SECTION 6.08.

	 	AMENDMENTS AND WAIVERS
	 	 	14	 
	SECTION 6.09.

	 	NOTICES
	 	 	14	 
	SECTION 6.10

	 	COOPERATION
	 	 	15	 
	SECTION 6.11

	 	ASSIGNMENT
	 	 	16	 
	SECTION 6.12.

	 	BINDING EFFECT
	 	 	16	 
	SECTION 6.13.

	 	SEVERABILITY
	 	 	16	 
	SECTION 6.14.

	 	EXECUTION IN COUNTERPARTS
	 	 	16	 
	SECTION 6.15.

	 	APPLICABLE LAW
	 	 	17	 
	SECTION 6.16.

	 	JURISDICTION AND VENUE
	 	 	17	 
	SECTION 6.17.

	 	DISPUTE RESOLUTION
	 	 	17	 
	SECTION 6.18.

	 	WAIVER OF JURY TRIAL
	 	 	17	 
	 
	 	 	 	 	 	 
	APPENDIX A

	 	POINCIANA PARKWAY	 	 	 	 
	APPENDIX B

	 	DESIGN CRITERIA	 	 	 	 
	APPENDIX C

	 	ACCESS MANAGEMENT PLAN	 	 	 	 







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POINCIANA PARKWAY REGULATORY AGREEMENT

(POLK COUNY)




          THIS POINCIANA PARKWAY REGULATORY AGREEMENT is made and entered into as of December 20, 2006,
by and between POLK COUNTY, a political subdivision and charter county of the State of Florida
(“Polk County”) and AVATAR PROPERTIES INC., a Florida corporation and/or its successors and assigns
(collectively, the “Owner”).




RECITALS:




          A. Except as otherwise specified herein, capitalized terms used herein shall have the meanings
ascribed thereto in Section 1.02 hereof.




          B. Poinciana Parkway, as depicted on Appendix A attached hereto, consists of the Osceola
Project Area, the Poinciana Toll Road and the Polk Project Area and has been adopted as part of the
Osceola County Comprehensive Plan, Polk County Comprehensive Plan, Orlando Metropolitan Planning
Organization Long Range Transportation Plan and Transportation Improvement Element, and the
Lakeland/Winter Haven Urbanized Area Metropolitan Planning Organization 2010 Long Range
Transportation Study Cost Feasible Element.




          C. Poinciana Parkway, formerly named the “Parker Highway Project”, was identified by the Polk
County Transportation Planning Organization (TPO) in its 2025 Long Range Transportation Plan as a
proposed new two-lane arterial public road project which would be built by means of a
public/private partnership and with private funding.




          D. The Poinciana Parkway Project is not included in Polk County’s approved CIP and Polk County
lacks present or available capital improvement funding to construct Poinciana Parkway and/or
acquire the necessary right-of-way absent private investment or funding.




          E. The Owner is the developer of multiple developments located in both Polk County and Osceola
County, including the Poinciana Development and other local properties, further development of
which may be hindered by lack of an efficient transportation ingress/egress route to areas north
and northwest of the Poinciana Parkway corridor.




          F. The development and operation of the Poinciana Parkway will serve a public purpose,
including, but not limited to:




          (1) it will create an additional hurricane evacuation route and increase access for public
safety and emergency vehicles throughout Polk County and Osceola County, thus benefiting the
citizens of Polk County and Osceola County.




          (2) It will ease the flow of vehicular traffic within Polk County and Osceola County, will
provide a more direct route from the Poinciana Development to U.S. 17/92, will provide a more
convenient access to Interstate 4 and the Western Beltway, and will provide a direct connection to
the Orlando area beltway for residents of Polk and Osceola counties and for visitors to the area.




 









 








          G. In furtherance of the construction and completion of the Poinciana Parkway, the Owner has
either obtained or is diligently pursuing necessary Poinciana Parkway Permits, Mitigation Sites and
rights-of-way for the Poinciana Parkway through private transactions and will continue to pursue
acquisition of the remaining needed rights-of-way and any remaining regulatory approvals necessary
for project completion.




          H. Polk County Transportation staff have reviewed and commented on the Design Criteria
developed by the Owner for Poinciana Parkway within Polk County, which Design Criteria appear to be
consistent with FDOT standards. Polk County Transportation staff have also reviewed and commented
on the sixty percent (60%) construction documents developed in accordance with the Design Criteria
for the purpose of insuring coordination and harmonization of this project with Polk County’s CR54,
Phase I, CIP project currently under construction.




          I. All costs associated with the acquisition of necessary rights-of-way, design, permitting
and construction of the Poinciana Parkway will be provided for by the Owner and will not be funded
from any public source.




          J. Polk County and the Owner desire to enter into this Agreement to memorialize Polk County’s
approval of the acquisition, construction, ownership and operation of the Polk Project Area of the
Poinciana Parkway by the Owner and to memorialize Polk County’s responsibilities for and
jurisdiction over that section of road upon its completion.




          K. Pursuant to Florida Statutes, Sections 334.03(8) and 336.01, Polk County will have
jurisdiction over the Polk Project Area portion of the proposed Poinciana Parkway but will not have
jurisdiction, control or authority over either the Osceola Project Area or over the Poinciana Toll
Road, both of which segments of the overall Poinciana Parkway project are within the jurisdiction
of Osceola County.




          L. Having no jurisdiction over either the Osceola Project Area or the Poinciana Toll Road,
Polk County does not object to, nor will it interfere with, any agreements now in place or which
may be reached in the future between Osceola County and the Owner relating to the acquisition,
construction, ownership, and operation of the Osceola Project Area and/or relating to the
acquisition, construction, ownership, and operation of the Poinciana Toll Road as a private toll
road, so long as the Poinciana Parkway, in its entirety as depicted on Appendix A remains at all
times a road open to use and travel by the public upon payment of any applicable tolls.




          NOW THEREFORE, in consideration of the mutual promises, covenants and agreements contained
herein and other valuable consideration, receipt and adequacy of which is hereby acknowledged, the
parties mutually undertake, promise and agree for themselves, their successors and assigns as
follows:




ARTICLE I

INCORPORATION OF RECITALS, DEFINITIONS AND INTERPRETATION




          SECTION 1.01. INCORPORATION OF RECITALS. The above recitals are true and correct and are
incorporated into and made a part hereof.




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          SECTION 1.02. DEFINITIONS. As used in this Agreement, the following terms shall have the
following meanings unless the context hereof otherwise requires:




          “Access Management Plan” means the access management plan for Poinciana Parkway involving
access to the Osceola Project Area being initially limited to twelve access points, six (6) full
and six (6) partial intersections; access to the Poinciana Toll Road being initially limited to one
signalized intersection near its southern limit and access to the Polk Project Area being initially
limited to a major signalized intersection at U.S. 17-92 and three additional signalized
intersections spaced to preserve the transportation capacity of the controlled access facility, all
as depicted on Appendix B attached hereto.




          “Agreement” means this Poinciana Parkway Regulatory Agreement, including any amendments and
supplements hereto (including all appendices and/or exhibits attached hereto) executed and
delivered in accordance with the terms hereof.




          “Avatar Parcels” means the property which has been or will be acquired by the Owner as part of
the necessary rights-of-way for construction of the Poinciana Parkway.




          “Completion Date” shall have the meaning set forth in Section 4.03 hereof.




          “Contractor” shall have the meaning set forth in Section 4.04 hereof.




          “Design Criteria” means the final criteria for Poinciana Parkway design and engineering
included in the description of Poinciana Parkway as set forth in Appendix B attached hereto.




          “Enforcement Agencies” shall have the meaning set forth in Section 6.02 hereof.




          “Expansion Project” shall have the meaning set forth in Section 3.01 hereof.




          “Initial Term” shall have the meaning set forth in Section 6.04 hereof.




          “Interlocal Agreement” means the Interlocal Agreement between Polk County and Osceola County
relating to the Poinciana Parkway, which agreement was approved by the Osceola County Board of
County Commissioners on December 11, 2006 and which will come before the Polk County Board of
County Commissioners for approval on December 20, 2006.




          “Mitigation Costs” means all of the costs associated with the Mitigation Work, including land
acquisition, and any and all permits, licenses etc.




          “Mitigation Sites” means the real property acquired by the Owner in connection with the
Mitigation Work.




          “Mitigation Work” means on-site or off-site improvements required by the Florida Department of
Environmental Regulation, Southwest Florida Water Management District, South Florida Water
Management District, Florida Game and Freshwater Fish Commission, United States Environmental
Protection Agency, Army Corp of Engineers and United States Fish and

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Wildlife Service to mitigate adverse environmental effects resulting from construction of
Poinciana Parkway.




          “Osceola County” means Osceola County, a political subdivision and charter county of the
State.




          “Osceola Project Area” means that segment of Poinciana Parkway located in Osceola County more
particularly depicted on Appendix A attached hereto and made a part hereof, constituting
approximately 4.17 miles of access roadways beginning at the Westerly right-of-way line of
Eastborne Avenue and follows the existing alignment of Marigold Avenue, a two lane roadway
constructed within an existing Osceola County right-of-way with a width of 150 feet which will be
reconstructed by the Owner as a part of Poinciana Parkway utilizing a four lane urban curb and
gutter section, ending at the intersection of Cypress Parkway (CR 580) and Marigold Avenue,
including without limitation, all property rights, easements, appurtenances, rights-of-way,
franchises and equipment relating thereto and deemed necessary or convenient for the acquisition,
construction, renovation, reconstruction or operation thereof, with such changes, deletions,
additions or modifications to the enumerated improvements, equipment and facilities, or such other
improvements, equipment or facilities as may hereafter be approved by Osceola County in accordance
with this Agreement.




          “Person” means an individual, a corporation, a partnership, an association, a joint stock
company, a trust, a governmental entity or any other entity cognizable at law.




          “Plans and Specifications” means the plans and specifications for construction of Poinciana
Parkway developed by the Project Engineer as defined below.




          “Poinciana Development” means the approximately 47,000 acre mixed-use development known as
Poinciana, as shown in a Master Plan approved on August 31, 1971 and October 5, 1971 by Polk County
and Osceola County.




          “Poinciana Parkway” means an approximately 9.66 mile four-lane road consisting of the Osceola
Project Area, the Poinciana Toll Road and the Polk Project Area, beginning at the existing
intersection of County Road 54 and US 17-92 in Polk County, Florida and terminating in Osceola
County, Florida at the intersection of Marigold Avenue and Cypress Parkway (CR 580) more
particularly depicted on Appendix A attached hereto and made a part hereof.




          “Poinciana Parkway Permits” means all of the governmental permissions, approvals, permits and
the like authorizing the acquisition, development, construction and operation of the Poinciana
Parkway, including any portions thereof, together with the portion of those certain permits
obtained or acquired by the Owner from Parker Poinciana, Inc. related to the permitting of Parker
Highway (now known as Poinciana Parkway) and the Mitigation Work.




          “Poinciana Toll Road” means the approximately 4.15 mile four-lane controlled access segment of
Poinciana Parkway more particularly depicted on Appendix A attached hereto and made a part hereof,
including without limitation, all property rights, easements, appurtenances, rights-of-way,
franchises and equipment relating thereto and deemed necessary or convenient for the acquisition,
construction, renovation, reconstruction or operation thereof, with such changes, deletions,
additions or modifications to the enumerated improvements, equipment and facilities,

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or such other improvements, equipment or facilities as may hereafter be approved by Polk
County in accordance with this Agreement and by Osceola County in accordance with a separate
agreement with Osceola County.




          “Polk Project Area” means that segment of Poinciana Parkway located in Polk County more
particularly depicted on Appendix A attached hereto and made a part hereof, constituting
approximately 1.34 miles of roadways leading from U.S. 17-92 to the Osceola/Polk County line.




          “Project Engineer” means Vanasse Hangen Brustlin, Inc., or any successor engineer or firm of
engineers of reputation for skill and experience with respect to the construction, operation and
maintenance of facilities similar to Poinciana Parkway, who is duly licensed under the laws of the
State and designated by the Owner to perform the duties of the Project Engineer under the
provisions of this Agreement.




          “Renewal Term” shall have the meaning set forth in Section 6.04 hereof.




          “State” means the State of Florida.




          SECTION 1.03. INTERPRETATION. Words importing the singular number shall include the plural in
each case and vice versa, and words importing persons shall include firms and corporations. The
terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof,” and any similar terms, shall refer to
this Agreement; the term “heretofore” shall mean before the execution of this Agreement; and the
term “hereafter” shall mean after the execution of this Agreement. This Agreement shall not be
construed more strongly against any party regardless that such party, or its counsel, drafted this
Agreement.




          SECTION 1.04. SECTION HEADINGS. Any headings preceding the texts of the several Articles and
Sections of this Agreement and any table of contents or marginal notes appended to copies hereof,
shall be solely for convenience of reference and shall neither constitute a part of this Agreement
nor affect its meaning, construction or effect.




ARTICLE II

REPRESENTATIONS




          SECTION 2.01. REPRESENTATIONS OF POLK COUNTY. Polk County makes the following representations
as the basis for the undertakings on the part of the Owner herein contained:




          (A) Polk County is duly organized and validly existing as a political subdivision and charter
county of the State of Florida.




          (B) Polk County has full power and authority to enter into the transactions contemplated by
this Agreement and the Interlocal Agreement and to carry out its obligations hereunder and
thereunder.




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          (C) Polk County is not in default under any provisions of the laws of the State material to
the performance of its obligations under this Agreement and the Interlocal Agreement.




          (D) Polk County has duly authorized the execution and delivery of this Agreement and the
Interlocal Agreement.




          (E) To Polk County’s knowledge, the authorization, execution and delivery of this Agreement
and the Interlocal Agreement and the compliance by Polk County with the provisions thereof will not
conflict with or constitute a material breach of, or default under, any existing law, court or
administrative regulation, decree, order or any provision of the Constitution or laws of the State
relating to Polk County or its affairs, or any ordinance, resolution, agreement, mortgage, lease or
other instrument to which Polk County is subject or by which it is bound.




          (F) To Polk County’s knowledge, there is no action, suit, proceeding or investigation at law
or in equity before or by any court, public board or body pending or, to the best knowledge of Polk
County, threatened against or affecting Polk County, wherein an unfavorable decision, ruling or
finding would materially adversely affect the transactions contemplated hereby or which, in any
way, would materially adversely affect the validity of this Agreement, the Interlocal Agreement, or
any agreement or instrument to which Polk County is a party and which is used or contemplated for
use in the consummation of the transactions contemplated hereby.




          SECTION 2.02. REPRESENTATIONS OF THE OWNER. The Owner makes the following representations as
the basis for the undertakings on the part of Polk County herein contained:




          (A) The Owner is a duly organized and validly existing private entity duly authorized to
transact business in the State.




          (B) The Owner has full power and authority to enter into the transactions contemplated by this
Agreement and to carry out its obligations hereunder and thereunder.




          (C) The Owner is not in default under any provisions of the laws of the State material to the
performance of its obligations under this Agreement.




          (D) The Owner has duly authorized the execution and delivery of this Agreement.




          (E) To the Owner’s knowledge, the authorization, execution and delivery of this Agreement and
the compliance by the Owner with the provisions hereof will not conflict with or constitute a
material breach of, or default under, any existing law, court or administrative regulation, decree,
order or any provision of the Constitution or laws of the State relating to the Owner or its
affairs, or any ordinance, resolution, agreement, mortgage, lease or other instrument to which the
Owner is subject or by which it is bound.




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          (F) To the Owner’s knowledge, there is no action, suit, proceeding or investigation at law or
in equity before or by any court, public board or body pending or, to the best knowledge of the
Owner, threatened against or affecting the Owner, wherein an unfavorable decision, ruling or
finding would materially adversely affect the transactions contemplated by this Agreement or any
agreement or instrument to which the Owner is a party and which is used or contemplated for use in
the consummation of the transactions contemplated hereby.




ARTICLE III

POINCIANA PARKWAY




          SECTION 3.01. GENERAL.




          (A) The Owner shall acquire, develop and construct the Poinciana Parkway as a controlled
access arterial roadway extending from the current intersection of U.S. 17-92 and County Road 54 in
Polk County to the existing intersection of Marigold Avenue and Cypress Parkway (CR 580) for a
total length of approximately 9.66 miles, all substantially in accordance with the Plans and
Specifications. Poinciana Parkway will be comprised of three separate segments, the Osceola
Project Area, the Poinciana Toll Road and the Polk Project Area, all of which have been designed as
a four lane facility with provisions to be expanded in the future to a six-lane facility. Polk
County has no jurisdiction or authority over either the Osceola Project Area or the Poinciana Toll
Road and does not object to, nor will it interfere with, any agreements now in place or which may
be reached in the future between Osceola County and Avatar relating to the acquisition,
construction, ownership, and operation of the Osceola Project Area and/or relating to the
acquisition, construction, ownership, and operation of the Poinciana Toll Road as a private toll
road, so long as the Poinciana Parkway, in its entirety as depicted on Appendix A, remains at all
times a road open to use and travel by the public upon payment of any applicable tolls.




          (B) Additionally, Polk County hereby acknowledges and agrees that, upon the mutual agreement
of the Owner and Polk County, and if warranted by the then existing level of service conditions on
the Poinciana Parkway, the Owner may undertake the expansion of the Poinciana Parkway to a six lane
facility substantially in accordance with the Design Criteria (the “Expansion Project”). All costs
associated with the expansion of the Poinciana Parkway, including but not limited to costs of
permitting, design, right-of-way acquisition and construction, shall be provided for by the Owner
from various sources available to the Owner at that time. Polk County agrees to assist and
cooperate with the Owner to facilitate the completion of the Expansion Project, including, without
limitation, granting to the Owner, as and when requested, all rights-of-way utilization permits
necessary or required for the construction activity contemplated within the Polk Project Area in
connection with the Expansion Project to the extent that Polk County has jurisdiction over such
rights-of-way.




          SECTION 3.02. OWNERSHIP.




          (A) Pursuant to provisions and requirements of the Polk County Land Development Code, and upon
inspection and approval for acceptance by the County Engineer, the Owner shall convey to Polk
County any and all of the rights-of-way within the Polk Project Area then owned

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by the Owner. The Polk Project Area shall be owned by Polk County and shall be operated and
maintained by Polk County in accordance with the provisions of Section 3.03 hereof.




          (B) Pursuant to separate agreement between the Owner and Osceola County, the Poinciana Toll
Road shall be owned, operated as a private toll road open to use and travel by the public upon
payment of any applicable tolls which road shall be maintained by the Owner.




          (C) Pursuant to separate agreement between the Owner and Osceola County, the Osceola Project
Area shall be owned by Osceola County and shall be operated and maintained by Osceola County.




          SECTION 3.03. POLK PROJECT AREA. Polk County covenants and agrees that it will, upon
acceptance of the Polk Project Area of the Poinciana Parkway for maintenance purposes, operate and
maintain the Polk Project Area in accordance with Polk County, and any applicable State, policies
and procedures for the maintenance and repair of the public road system of Polk County.




          SECTION 3.04. FUNDING OF COSTS OF ACQUISITION AND CONSTRUCTION. The Owner acknowledges and
agrees that Polk County shall not be obligated to pay or fund any portion of the costs associated
with the acquisition and construction of the Poinciana Parkway and the same shall be provided for
by the Owner from various sources available to the Owner. The Owner warrants and represents to
Polk County that all funds necessary or required to pay or reimburse the costs associated with the
acquisition and construction of Poinciana Parkway are or can be made available by or on behalf of
the Owner.




          SECTION 3.05. ACCESS MANAGEMENT. Polk County and the Owner agree to control access to
Poinciana Parkway as depicted in the Access Management Plan; provided however, that Polk County may
permit additional access to the Polk Project Area upon reasonable prior notice to the Owner. Polk
County acknowledges and agrees that all costs associated with providing access to the Polk Project
Area at locations not depicted as initial access points on the Access Management Plan shall be paid
by Polk County or by abutting property owners seeking such access, unless otherwise agreed to, in
writing, by the Owner.




ARTICLE IV

PLANNING, DESIGN AND CONSTRUCTION




          SECTION 4.01. DESIGN CRITERIA. The Owner has developed, and Polk County has reviewed and
commented upon, the Design Criteria attached to this Agreement as Appendix B.




          SECTION 4.02. ACQUISITION, DESIGN AND CONSTRUCTION OF POINCIANA PARKWAY.




          (A) The Plans and Specifications shall be developed substantially in accordance with the
Design Criteria and shall be signed, sealed and certified by the professional engineer, surveyor or
architect who prepared such materials.




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          (B) The Owner shall proceed to obtain any then remaining necessary permits and approvals from
any and all governmental agencies required for the acquisition, construction, installation and
equipping of the Poinciana Parkway, substantially in accordance with the Plans and Specifications.
If modifications or revisions to the Plans and Specifications with respect to the Polk Project Area
are required by a governmental agency or authority as a condition to its issuance of required
permits or approvals, the Owner shall provide prompt written notice to Polk County of the requested
modifications or revisions.




          (C) The Owner shall cause the Poinciana Parkway to be constructed substantially in accordance
with the Plans and Specifications, the Design Criteria, the issued permits, and all applicable
laws, rules, regulations and standards. Upon commencement of construction of the Poinciana
Parkway, the Owner shall complete construction and shall cause such construction to be completed
free of construction liens or claims. The Owner agrees to diligently pursue construction of the
Poinciana Parkway without unreasonable delay.




          (D) Construction engineering inspection services shall be provided by the Project Engineer,
who shall also sign and seal the as-built drawings of the Poinciana Parkway. Polk County, at its
option, may retain an independent consultant, reasonably acceptable to Polk County, to confirm the
completion of construction of the Polk Project Area, substantially in accordance with the Plans and
Specifications and provide to Polk County a certificate to that effect.




          (E) Polk County agrees to assist and cooperate with the Owner to facilitate the acquisition,
construction, completion and operation of the Polk Project Area. Promptly upon compliance with all
applicable conditions of approval, Polk County shall grant to the Owner all rights-of-way
utilization permits necessary or required for the construction activity contemplated under the
Plans and Specifications within the Polk Project Area for rights-of-way over which Polk County has
jurisdiction.




          SECTION 4.03. COMPLETION DATE. Acquisition and construction of Poinciana Parkway shall
proceed with due diligence and best efforts to the completion thereof. Subject to the provisions
of this Agreement, particularly Section 4.05 hereof, the Poinciana Parkway will be substantially
complete and open to traffic not later than October 31, 2008 (the “Completion Date”). Substantial
completion of the Poinciana Parkway shall be evidenced by a certificate of the Project Engineer to
that effect to be delivered to Polk County, Osceola County and the Owner within thirty (30) days
of the actual occurrence thereof.




          SECTION 4.04. INSURANCE.




          (A) The Owner shall require each contractor constructing improvements to Poinciana Parkway in
the Polk Project Area (the “Contractor”) to purchase and maintain such insurance as will protect
the Owner and Polk County from the claims, actions, damages or losses described below which may
arise out of or result from the design and construction of improvements to Poinciana Parkway in the
Polk Project Area, regardless of whether such design and construction is performed by the
Contractor, a subcontractor or anyone directly (or indirectly) employed by any of them, anyone who
any of them are in privity of contract with or anyone for whose acts any of them may be liable:




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          (1) claims, actions or liability under workers compensation, disability benefits and other
similar employee benefit acts which are applicable to construction of the improvements;




          (2) claims, actions or liability for damages due to bodily injury, occupational sickness or
disease, or death of employees under any applicable employer’s liability law;




          (3) claims, actions or liability for damage due to bodily injury, disease or death of any
person other than employees;




          (4) claims, actions or liability for damages insured by usual personal injury liability
coverage which are sustained (a) by any person as a result of an offense directly or indirectly
related to the employment of such person, or (b) by any other person; and




          (5) claims, actions or liability for damages because of bodily injury or death of any person
or property damage arising out of the tenantship, maintenance or use of any motor vehicle.




          (B) The Comprehensive General Liability Insurance shall include premises-operations (including
explosion, collapse and underground coverage) independent contractors, completed operations, and
blanket contractual liability on all written contracts, all including broad form property damage
coverage with a maximum coverage of as set forth below.




          (C) Unless otherwise approved by the Risk Management Director, the Comprehensive General and
Automobile Liability Insurance, as required by subsections(A) and (B) shall be written for not less
than the following limits of liability:




          (1) Comprehensive General Liability




	 	 	 	 	 
	 

	 	(a) Bodily Injury
	 	$1,000,000 Each Occurrence
	 

	 	 	 	$2,000,000 Aggregate

(Completed Operations)
	 
	 	 	 	 
	 

	 	(b) Property Damage
	 	$1,000,000 Each Occurrence
	 

	 	 	 	$2,000,000 Aggregate

(Completed Operations)






          (2) Comprehensive Automobile Liability




	 	 	 	 	 
	 

	 	(a) Bodily Injury
	 	$1,000,000 Each Person
	 

	 	 	 	$1,000,000 Each Occurrence
	 
	 	 	 	 
	 

	 	(b) Property Damage
	 	$500,000 Each Occurrence






          (D) Comprehensive General Liability and Automobile Liability Insurance may be arranged under a
single policy for the full limits required or by a combination of underlying policies with the
balance provided by an Excess or Umbrella Liability policy.




10









 








          (E) The Owner shall furnish evidence of such insurance to Polk County and Osceola County. The
certificate shall contain a statement binding upon the insurance company prohibiting cancellation,
termination, or modification of the policy or reduction of coverages without first giving Polk
County and Osceola County thirty (30) days prior written notice of such proposed action.




          (F) The Owner shall, all times during the operation of the Poinciana Toll Road, maintain in
full force and effect, at its own cost and expense, a comprehensive liability insurance policy for
the protection of members of the general public who travel, either as passengers or drivers, upon
the Poinciana Toll Road. Said comprehensive liability insurance policy shall be in a form
reasonably satisfactory to Polk County and Osceola County and shall protect against liability for
loss or damage for personal injury, death and property damage, occasioned by the operations of
grantee under the franchise. Minimum liability limits under the policy shall be Five Million
Dollars ($5,000,000) for personal injury or death of any one person and Five Million Dollars
($5,000,000) for personal injury or death of two or more persons, in any one occurrence, and Five
Million Dollars ($5,000,000) for damage to property resulting from any one occurrence. The policy
shall contain a provision that written notice of any cancellation or reduction in coverage be
delivered to Polk County and Osceola County at least thirty (30) days in advance of the effective
date of cancellation. Each dollar amount provided for in this subsection (B) shall be increased or
decreased for each calendar year based on the percentage increase or decrease in the Consumer Price
Index — All Urban Consumers (U.S. City Average) published by the United States Department of
Labor, Bureau of Labor Statistics, during the immediately preceding calendar year, using the years
1982-84 as a base of 100, or if such index is discontinued, the most comparable index published by
any federal governmental agency. Polk County, a political subdivision of the State of Florida shall
be named as an additional insured on all automobile and general liability policies arising from the
operations arising from the construction and maintenance of the Poinciana Parkway. Polk County
requires that a waiver of subrogation shall be endorsed to all policies of insurance with respect
to Polk County.




          SECTION 4.05. FORCE MAJEURE. Neither Polk County nor the Owner shall be considered to be in
default of this Agreement if delays in or failure of performance shall be due to Uncontrollable
Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party
could not avoid. The term “Uncontrollable Forces” shall mean any event which results in the
prevention or delay of performance by a party of its obligations under this Agreement and which is
beyond the reasonable control of the non-performing party. It includes, but is not limited to,
fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and
governmental actions.




          Neither party shall, however, be excused from performance if non-performance is due to forces
which are preventable, removable, or remediable and which the non-performing party could have, with
the exercise of reasonable diligence, prevented, removed or remedied with reasonable dispatch.




          The non-performing party shall, within a reasonable time of being prevented or delayed from
performance by an Uncontrollable Force, give written notice to the other party describing the
circumstances and Uncontrollable Forces preventing continued performance of the obligations of this
Agreement.




11









 








ARTICLE V

DEFAULTS AND REMEDIES




          5.01 OWNER’S DEFAULT. Subject to the provisions of Section 5.02 hereof, an “Owner Event of
Default” shall be deemed to have occurred under this Agreement should any one or more of the
following events occur at any time:




          (a) Failure of the Owner to materially and timely comply with and perform each of the Owner’s
obligations set forth in this Agreement.




          (b) If any representation or warranty made by the Owner in this Agreement or subsequently made
by the Owner in any written statement or document furnished to Polk County and related to the
transactions contemplated by this Agreement, is false, incomplete, inaccurate or misleading in any
material respect.




          (c) An Act of Bankruptcy by or on behalf of the Owner.




          5.02 POLK COUNTY’S REMEDIES. Should any Owner Event of Default occur and be continuing six (6)
months after receipt of written notice to the Owner from Polk County specifying the existence of
such Owner Event of Default (or within a reasonable time thereafter if such Owner Event of Default
cannot reasonably be cured within such six (6) month period and the Owner begins to diligently
pursue the cure of such Owner Event of Default within such six (6) month period), such Owner Event
of Default shall become an “Owner Default,” and Polk County, as its sole and exclusive remedies,
shall be entitled to elect any or all of the following remedies: (a) termination of this Agreement;
(b) pursuit of specific performance of the Owner’s obligations under this Agreement or injunctive
relief; (c) pursuit of any remedy at law or in equity that may be available as a consequence of
such Owner Default; or (d) waiver of such Owner Default.




          5.03 POLK COUNTY’S DEFAULT. Subject to the provisions of Section 5.04 hereof, an “Polk County
Event of Default” shall be deemed to have occurred under this Agreement should any one or more of
the following events occur at any time:




          (a) Failure of Polk County to materially and timely comply with and perform all of Polk
County’s obligations set forth in this Agreement.




          (b) If any representation or warranty made by Polk County in this Agreement or subsequently
made by Polk County in any written statement or documents in any documents relating to the
transactions contemplated hereby is false, incomplete, inaccurate or misleading in any material
respect.




          5.04 OWNER’S REMEDIES. Should any Polk County Event of Default occur and be continuing thirty
(30) days after receipt of written notice to Polk County from the Owner specifying the existence of
such Polk County Event of Default (or within a reasonable time thereafter if such Polk County Event
of Default cannot reasonably be cured within such thirty (30) day period and Polk County begins to
diligently pursue the cure of such Polk County Event of Default within such thirty (30) day
period), such Polk County Event of Default shall become

12









 








an “Polk County Default,” and the Owner, as its sole and exclusive remedies, shall be entitled
to elect any or all of the following remedies: (a) pursuit of specific performance of Polk County’s
obligations under this Agreement or injunctive relief; (b) pursuit of any other remedy permitted at
law or in equity that may be available as a consequence of such Polk County Default; or (c) waiver
of such Polk County Default.




          5.05 AGREEMENT TO PAY ATTORNEYS’ FEES AND EXPENSES. If, with respect to any Event of Default,
the non-defaulting party employs attorneys or incurs other expenses for the collection of amounts
due hereunder or for the enforcement of the performance or observance of any covenants or
agreements on the part of the defaulting party contained herein, the defaulting party agrees that
it will on demand therefor pay to the non-defaulting party the reasonable fees of such attorneys
and such other reasonable expenses so incurred by the non-defaulting party, the amount of such fees
of attorneys to be without regard to any statutory presumption.




ARTICLE VI

GENERAL PROVISIONS




          SECTION 6.01. INTERLOCAL AGREEMENT PROVISIONS. To the extent any provision of this Agreement
constitutes a joint exercise of power, privilege or authority by and between Polk County and the
Owner, such provision shall be deemed to be an “interlocal agreement” within the meaning of the
Florida Interlocal Cooperation Act of 1969. This Agreement shall be filed in the Public Records of
Polk County, Florida.




          SECTION 6.02. TRAFFIC SAFETY, EMERGENCY AND ENFORCEMENT SERVICES. Pursuant to Florida
Statutes, Sections 334.03(8) and 336.01, Polk County will have jurisdiction over the Polk Project
Area portion of the proposed Poinciana Parkway but will not have jurisdiction, control or authority
over either the Osceola Project Area or over the Poinciana Toll Road, both of which segments of the
overall Poinciana Parkway project are within the jurisdiction of Osceola County. To the extent
deemed necessary by Polk County, the Owner shall grant to Polk County a perpetual easement over the
Poinciana Toll Road and right of ingress and egress to and for the benefit of Polk County employees
and agents, delivery and pick up services, fire and rescue protection services, police services,
ambulance services and other authorities of law, United States mail carriers, and representatives
of utilities. The Poinciana Toll Road and the Osceola Project Area, pursuant to Florida Statutes,
Sections 334.03(8) and 336.01 and a separate agreement entered into between Osceola County and the
Owner, shall be subject to the jurisdiction of Osceola County in establishing speed limits and
traffic control devices deemed necessary and appropriate by Osceola County, and the Owner shall
contract with the Osceola County Sheriff’s Department and/or the Florida Highway Patrol
(collectively, the “Enforcement Agencies”), respectively, for the enforcement of traffic control
and safety regulations.




13









 








          SECTION 6.03. REIMBURSEMENT BY OWNER OF CERTAIN COSTS INCURRED BY POLK COUNTY. The Owner
shall also pay the reasonable fees and expenses of the Project Engineer or a third party
consultant, retained by the Owner and reasonably acceptable to Polk County, to certify to the
completion of construction of the Poinciana Parkway substantially in accordance with the Plans and
Specifications.




          SECTION 6.04. TERM OF AGREEMENT. The term of this Agreement shall commence on the date of
execution thereof by the last of Polk County and the Owner and unless terminated earlier pursuant
to the provisions of this Agreement, and shall extend for a period of ninety-nine (99) years
following the Completion Date.




          SECTION 6.05. NO ADDITIONAL RIGHTS CONFERRED. The Owner acknowledges and agrees that the
execution of this Agreement or any activity resulting therefrom does not affect any existing rights
to develop the Polk County portion of the Poinciana Development in a specific manner nor does this
Agreement confer any new or additional development rights upon the Owner.




          SECTION 6.06. INDEMNIFICATION. For the separate consideration of ten dollars ($10) and other
valuable consideration paid to it by Polk County, the Owner hereby agrees to indemnify, defend and
hold Polk County harmless from and against any and all liability for any loss, injury or damage to
persons or property, including, without limitation, consequential damage including without
limitation, all costs, expenses, court costs and reasonable attorneys’ fees, imposed on Polk County
by any person whomsoever arising out of this Agreement, except for any such loss, injury or damage
that is caused by or results from the gross negligence or willful misconduct of Polk County, its
employees, agents or contractors. The commercial liability insurance that the Owner is required to
carry pursuant to Section 4.04(B) hereof shall include coverage of the foregoing contractual
indemnity. The provisions of this Section 6.06 shall survive the expiration or any termination of
this Agreement.




          SECTION 6.07. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among the
parties pertaining to the subject matter hereof, and supersedes all prior other and contemporaneous
agreements, understandings, negotiations and discussions of the parties, whether oral or written,
and there are no warranties, representations or other agreements between the parties in connection
with the subject matter hereof, except as specifically set forth herein.




          SECTION 6.08. AMENDMENTS AND WAIVERS. No amendment, supplement, modification or waiver of
this Agreement shall be binding unless executed in writing by all parties hereto. No waiver of any
of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provision of this Agreement, whether or not similar, unless otherwise expressly provided.




          SECTION 6.09. NOTICES. All notices, certificates or other communications hereunder shall be
sufficiently given and shall be deemed given when hand delivered or mailed by registered or
certified mail, postage prepaid, to the parties at the following addresses:




14









 








	 	 	 	 	 
	 

	 	Polk County:
	 	Mr. Michael Herr

County Manager
	 

	 	 	 	330 West Church Street
	 

	 	 	 	Drawer PW 02
	 

	 	 	 	Bartow, Florida 33830
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Joseph G. Jarret, Esquire
	 

	 	 	 	County Attorney
	 

	 	 	 	330 West Church Street
	 

	 	 	 	Drawer PW 02
	 

	 	 	 	Bartow, Florida 33830
	 
	 	 	 	 
	 

	 	Osceola County:
	 	Ms. Jo Thacker
	 

	 	 	 	County Manager
	 

	 	 	 	1 Courthouse Square, Suite 4700
	 

	 	 	 	Kissimmee, FL 34741
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Kate Stangle, Esq.
	 

	 	 	 	Acting County Attorney
	 

	 	 	 	1 Courthouse Square,
	 

	 	 	 	Kissimmee, FL 34741
	 
	 	 	 	 
	 

	 	Owner:
	 	Avatar Properties Inc.
	 

	 	 	 	201 Alhambra Circle, Suite 1200
	 

	 	 	 	Coral Gables, FL 33134
	 

	 	 	 	Miami, FL
	 

	 	 	 	Attention: General Counsel
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Julie Kendig-Schrader, Esq.
	 

	 	 	 	Greenberg Traurig, PA.
	 

	 	 	 	450 South Orange Avenue
	 

	 	 	 	6th Floor
	 

	 	 	 	Orlando, FL 32801





Any of the above parties may, by notice in writing given to the others, designate any further or
different addresses to which subsequent notices, certificates or other communications shall be
sent. Any notice shall be deemed given on the date such notice is delivered by hand or facsimile
transmission or three days after the date mailed.




          6.10 COOPERATION. The parties will cooperate with each other, to the extent permitted by
applicable law, in every reasonable way in carrying out the transactions contemplated by this
Agreement, in fulfilling all of the conditions to be met by the parties in connection with this
Agreement and in obtaining and delivering all documents required hereunder.




15









 








          6.11 ASSIGNMENT.




          (A) Avatar Properties Inc. may assign its rights title and interests in, to and under this
Agreement to a single purpose entity established by Avatar Properties Inc. for the purpose of
owning and operating the Poinciana Toll Road, and such entity shall expressly assume all
obligations of the Owner under this Agreement. Prior to the Completion Date, Avatar Properties
Inc. hereby guarantees the prompt and satisfactory performance of all obligations under this
Agreement assigned pursuant to this subsection. Polk County represents that it would not have
executed this Agreement without the foregoing guarantee of performance. Avatar Properties Inc.
represents that the execution of this Agreement is expected to result in financial and other
valuable benefits to Avatar Properties, Inc. and constitutes good, sufficient and valuable
consideration for the assumption by Avatar Properties Inc. of its obligations hereunder.




          (B) Avatar Properties Inc. and any single purpose entity established by Avatar Properties Inc.
for the purpose of owning and operating the Poinciana Toll Road may assign this Agreement to any
successor in title to the real property underlying the Poinciana Toll Road.




          (C) Other than the assignment expressly permitted by subsections (A) and (B), neither party
may effect an assignment of this Agreement without the prior written consent of the other party.




          (D) No assignment shall become effective unless (1) the proposed assignee is be a duly
organized entity authorized to transact business in the State; (2) the proposed assignee
specifically agrees, in writing, to be bound by all the provisions of this Agreement relating to
the continuing operation of the Poinciana Parkway; and (3) the operation of the Poinciana Toll Road
shall, at all times, be under the direction and supervision of an active operator with the
expertise, qualifications, experience, competence, skills and know-how to perform the toll road
operations in accordance with this Agreement (an “Operator”), which Operator may be the proposed
assignee itself, any of its affiliates, or any qualified party with whom the proposed assignee has
entered into a contract for purposes of operating the road or its tolling facilities. Except as
provided in subsection (A), Avatar Properties Inc. shall have no further obligations under this
Agreement upon an assignment of its rights, title and interests in, to and under this Agreement to
any person or entity in accordance with the provisions of this Section.




          SECTION 6.12. BINDING EFFECT. To the extent provided herein, this Agreement shall be binding
upon and inure to the benefit of the parties, their respective successors and assigns and shall
inure to the benefit of the parties, their respective successors and assigns.




          SECTION 6.13. SEVERABILITY. In the event any provision of this Agreement shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate
or render unenforceable any other provision hereof.




          SECTION 6.14. EXECUTION IN COUNTERPARTS. This Agreement may be simultaneously executed in
several counterparts, each of which shall be an original and all of which shall constitute but one
and the same instrument.




16









 








          SECTION 6.15. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida.




          SECTION 6.16. JURISDICTION AND VENUE. The parties to this Agreement agree that venue shall
lie in Polk County, Florida.




          SECTION 6.17. DISPUTE RESOLUTION.




          (A) The parties agree to resolve any dispute related to the interpretation or performance of
this Agreement in the manner described in this Section 6.17. Either party may initiate the dispute
resolution process by providing written notice to the other party.




          (B) After transmittal and receipt of a notice specifying the area or areas of disagreement,
the parties agree to meet at reasonable times and places, as mutually agreed upon, to discuss the
issues.




          (C) If discussions between the parties fail to resolve the dispute within 60 days of the
notice described in Section 6.17(A) hereof, the parties shall appoint a mutually acceptable neutral
third party to act as a mediator. If the parties are unable to agree upon a mediator, either the
Owner or Polk County will request appointment of a mediator by the Chief Judge of the Circuit Court
of the Tenth Judicial Circuit in and for Polk County, Florida. The mediation contemplated by this
Section 6.17(C) is intended to be an informal and non-adversarial process with the object of
helping the parties reach a mutually acceptable and voluntary agreement. The decision making shall
rest solely with the parties. The mediator shall assist the parties in identifying issues,
fostering joint problem-solving, and exploring settlement alternatives. It is understood that any
settlement may require approval of Polk County’s Board of Commissioners.




          (D) If the parties are unable to reach a mediated settlement within 120 days of the mediator’s
appointment, either party may terminate the settlement discussions by written notice to the other
party. In such event, either party may initiate litigation within 120 days of the notice
terminating the settlement discussions. Failure by the party initiating the dispute resolution
procedure to commence litigation within the 120 day period shall be deemed to constitute an
acceptance of the interpretation or performance of the other party.




          SECTION 6.18. WAIVER OF JURY TRIAL. POLK COUNTY AND THE OWNER HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR POLK COUNTY AND THE OWNER ENTERING INTO THIS AGREEMENT.




17









 







IN WITNESS WHEREOF, the Board of County Commissioners of Polk County, Florida, has
caused this Agreement to be executed and delivered as of the day and year first above written.




	 	 	 	 	 
	 	POLK COUNTY, FLORIDA

 	 
	 	By:  	/s/ Bob English
 	 
	 	 	Chair 	 
	(SEAL) 	 	                                    Board of County Commissioners 	 
	 





ATTEST:

Richard M. Weiss, Clerk to the Board




	 	 	 	 	 
	 	 	 
	/s/ Frida L. Wash
 	 
	By: Deputy Clerk 	 
	 	 	 
	 






Reviewed as to form and legal sufficiency




 




 


County Attorney’s Office                
    Date










18









 





          IN WITNESS WHEREOF, the Owner has caused this Agreement to be executed and delivered as of the
day and year first above written.






WITNESSES:



	 	 	 	 	 
	 	 
	/s/ Mario D. Fielder
 	 
	 
	 	Name:  	Mario D. Fielder  	 
	 
	 	 
	/s/ Rosa Zamora
 	 
	 
	 	Name:  	Rosa Zamora 	 
	 






AVATAR PROPERTIES INC.




	 	 	 	 	 
	 	 	 
	By:  	/s/ Dennis J. Getman
 	 
	 	Name:  	Dennis J. Getman 	 
	 	Title:  	Executive Vice President 	 
	 









19









 





STATE OF FLORIDA

COUNTY OF POLK




          The foregoing instrument was acknowledged before me by  Bob English     , as
Chair and Frida Wash as Deputy Clerk of the Board of County Commissioners of Polk County, on behalf of said County. They
are personally known to me or has produced ___ (type of
identification) and
did (did not) take an oath.




          WITNESS my hand and official seal, this 21st day of December, 2006.




	 	 	 	 	 
	 	 	 
	 	                                              /s/ Sharon F. Ahearn
 	 
	 	Notary Public 	 
	 	State of Florida 	 
	 



My commission expires: 11/24/07





20









 








STATE OF FLORIDA

COUNTY OF Miami-Dade




          The foregoing instrument was acknowledged before me by Dennis J. Getman, as Executive Vice
President of Avatar Properties Inc., on behalf of said corporation.
He is personally known to
me or has produced ___ (type of identification) and did (did not) take an oath.




          WITNESS
my hand and official seal, this 19th day of December, 2006.




	 	 	 	 	 
	 	 	 
	 	                                          /s/ Mario D. Fielder
 	 
	 	Notary Public   Mario D. Fielder	 
	 	State of Florida 	 
	 



My commission expires: November 4, 2010





21









 








APPENDIX A

MAP OF POINCIANA PARKWAY AND SURROUNDING AREAS




 









 








APPENDIX B

DESIGN CRITERIA




 









 





ROADWAY DESIGN CRITERIA

POINCIANA PARKWAY/MARIGOLD AVENUE

FROM US 17/92 TO CYPRESS PARKWAY

OSCEOLA & POLK COUNTIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Design Element
	 	 	Criteria

Urban (Rural)
	 	 	Source
	 	 	Notes	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	General 

Criteria

	 	 	Functional Classification
	 	 	Principal Arterial
	 	 	FDOT Green Book Ch. 1	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Design vehicle
	 	 	P, SU, WB-50

WB62 @US17-92/Cypress
	 	 	FDOT Green Book Ch. 3	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Design Year (Open/Future)
	 	 	2007/2022	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Design Speed
	 	 	45 MPH (60 MPH)
	 	 	FDOT Green Book Ch. 3
	 	 	See the typical
section package for
the design speeds
for the individual
segments.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Typical Section

	 	 	Lane widths
	 	 	12’
	 	 	FDOT Green Book Ch. 3	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Shoulder widths
	 	 	10’ Outside/4’ Paved; 6’ Median
	 	 	FDOT Green Book Ch. 3	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Typical cross section slopes
	 	 	0.02 Inside & Median Lane
	 	 	FDOT Green Book Ch. 3
	 	 	0.03 Outside Lane	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Horizontal Clear zone
	 	 	4’ – C&G

18’ – 45 to 50 MPH (>1500 ADT)

30’ – 60 MPH and above (>1500 ADT)
	 	 	FDOT Green Book Ch. 3	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Roadside slopes (front slopes)
	 	 	1:4 (Front Slopes)
	 	 	FDOT Green Book Ch. 3
	 	 	1:3 (Back Slopes)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Horizontal geometry

	 	 	Max. deflection w/o a curve
	 	 	1°00’00” (0°45’00”)
	 	 	FDOT PPM Ch. 2	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Minimum radius
	 	 	880’ Urban (e max = 0.05)
1640’ Rural (e max = 0.10)
	 	 	FDOT Green Book Ch. 3	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Max. Curvature using 0.02
	 	 	0° 30’ 00” (0° 15’ 00”)
	 	 	FDOT PPM Ch. 2	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Minimum length of curve
	 	 	15V(>=400’)
	 	 	FDOT PPM Ch. 2	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Min. tangent between reverse curves
	 	 	—	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Superelevation transition ratio
	 	 	1:150 (1:250)
	 	 	FDOT PPM Ch. 2	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Max. superelevation
	 	 	0.05 (0.10)
	 	 	FDOT Green Book Ch. 3	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Min. Intersection stopping
sight distance
	 	 	400’ (625’)
	 	 	FDOT Green Book Ch. 3	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 






1









 






ROADWAY DESIGN CRITERIA

POINCIANA PARKWAY/MARIGOLD AVENUE

FROM US 17/92 TO CYPRESS PARKWAY

OSCEOLA & POLK COUNTIES




(Continued)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Design Element
	 	 	Criteria

Urban (Rural)
	 	 	Source
	 	 	Notes	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Vertical 

geometry

	 	 	Max. Profile Grade
	 	 	5% (3%)
	 	 	FDOT Green Book Ch. 3	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Min. Profile Grade
	 	 	0.3% (Curb & Gutter)
	 	 	FDOT Green Book Ch. 3
	 	 	Flat Terrain	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Max. grade change w/o vertical curve
	 	 	0.60% (0.20%)
	 	 	FDOT Green Book Ch. 3	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Minimum length vertical curve
	 	 	3 times the Design Speed
	 	 	FDOT Green Book Ch. 3	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Minimum crest vertical curve
	 	 	300’ (500’)
	 	 	FDOT Green Book Ch. 3	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Min. K Value for Crest Vertical Curve
	 	 	120 (290)
	 	 	FDOT Green Book Ch. 3	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Minimum sag vertical curve
	 	 	200’ (400’)
	 	 	FDOT Green Book Ch. 3	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Min. K Value for Sag Vertical Curve
	 	 	90 (150)
	 	 	FDOT Green Book Ch. 3	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Minimum stopping sight distance
	 	 	400’ (625’)
	 	 	FDOT Green Book Ch. 3	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Base clearances above DHW elev.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Median

	 	 	55 MPH and Over
	 	 	40’ Width
	 	 	FDOT Green Book Ch. 3
	 	 	Multilane Facilities — Rural Highways	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Under 55 MPH
	 	 	22’ Width
	 	 	FDOT Green Book Ch. 3	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	50 MPH Urban
	 	 	19.5’ Width
	 	 	FDOT Green Book Ch. 3
	 	 	Urban Streets	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	45 MPH and Less
	 	 	15.5’ Width
	 	 	FDOT Green Book Ch. 3	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 








 




			
	Ref:	 	FDOT Manual of Uniform Minimum Standards for Design, Construction, and Maintenance for
Streets and Highways, May 2005
	 
	 	 	FDOT Plans Preparation Manual, Volume 1, English, Revised January 1, 2005




2















 










APPENDIX C




ACCESS MANAGEMENT PLAN




(Map of Poinciana Parkway depicting Access Points)