EX-10.1






FIRST AMENDED AND RESTATED




POINCIANA PARKWAY REGULATORY AGREEMENT




by and between




POLK COUNTY, FLORIDA




and




AVATAR PROPERTIES INC.




1




08/06/08 N 47

TABLE OF CONTENTS




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	 	 	 	SECTION 4.02. ACQUISITION, DESIGN AND CONSTRUCTION OF POINCIANA PARKWAY.....................................................................9






	 	 	 	SECTION 5.02.






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	 	 	 	SECTION





ARTICLE VI

GENERAL PROVISIONS





	 	 	 	SECTION 6.02. TRAFFIC SAFETY, EMERGENCY AND ENFORCEMENT SERVICES






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	 	 	 	SECTION






	 	 	 	SECTION





	 	 	 
	APPENDIX A

APPENDIX B

APPENDIX C

APPENDIX D

	 	POINCIANA PARKWAY

ACCESS MANAGEMENT PLAN

DESIGN CRITERIA

CERTIFICATE OF LIABILITY INSURANCE






2




FIRST AMENDED AND RESTATED

POINCIANA PARKWAY REGULATORY AGREEMENT




(POLK COUNTY)THIS FIRST AMENDED AND RESTATED POINCIANA PARKWAY REGULATORY AGREEMENT
(this “Agreement”) is made and entered into as of      August 6     , 2008, 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,
“Avatar” or the “Owner”).



RECITALS:




A. Polk County and Owner entered into that certain Poinciana Parkway Regulatory Agreement
(Polk County) as of December 20, 2006 (the “Original Regulatory Agreement”).



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



C. 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.



D. 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.



E. 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.



F. 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.



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



(1) creating 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; and



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



H. The Project Engineer has advised the Owner that all required Poinciana Parkway Permits
(including FDOT Intent to Issue) and Mitigation Credits have been acquired successfully. Further,
the Owner has acquired or caused Osceola County to acquire certain specific property necessary for
the right-of-way for the Poinciana Parkway through private transactions and through the exercise of
the eminent domain powers of Osceola County exercised pursuant to Osceola County Resolution
07-004R.



I. Polk County Transportation staff has reviewed and commented on the Design Criteria
developed by the Owner for Poinciana Parkway within Polk County. Polk County Transportation staff
and the County Engineer is reviewing final (100%) construction documents developed in accordance
with the Design Criteria.



J. Owner has obtained the majority of the necessary rights-of-way and has or will provide for
all costs associated with the remaining rights-of-way, design, permitting and construction of
Poinciana Parkway which will not be funded from any public source.



K. 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.



L. 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.



M. 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.



N. In order to obtain the Poinciana Parkway Permits and maintain the viability of the Reedy
Creek Mitigation Bank, the Owner was required to agree to change the design of the Poinciana
Parkway within the Poinciana Toll Road section to include two trestles at two locations of 2100
linear feet each separated by a span of roadway of 2000 linear feet with five (5) culverts, each
four feet high and seven feet wide. The trestles and culverts have been incorporated into the
design of the Poinciana Parkway at the request of governmental authorities to address wildlife and
other environmental concerns and are not otherwise necessary for construction of the Poinciana
Parkway. Because of these design changes, the Owner cannot complete the design, negotiation of the
construction documents and construction of the Poinciana Parkway within the time frames
contemplated in the Original Regulatory Agreement.



O. The parties now wish to amend, restate and replace entirely the Original Regulatory
Agreement with this Agreement and agree that this Agreement shall be legal, valid and binding
against them.



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. This Agreement replaces entirely the Original Regulatory
Agreement which is and shall be of no further force or effect.



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 with access to
the Osceola Project Area being initially limited to fourteen (14) access points, four (4) full and
nine (9) partial intersections plus the Cypress Parkway Intersection with access to the Poinciana
Toll Road being initially limited to a private driveway and one signalized intersection near its
southern limit. Access to the Polk Project Area is initially limited to a major signalized
intersection at U.S. 17/-92, two additional signalized intersections and three (3) unsignalized
access points spaced to preserve the transportation capacity of the controlled access facility,
all as depicted on Appendix B attached hereto.



“Agreement” means this First Amended and Restated 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 right-of-way for construction of the Poinciana Parkway.



“Commence(s) Construction” or “Commencement of Construction” means the Owner’s issuance of a
notice to proceed to any Contractor for the construction of the Poinciana Toll Road.



“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.



“Contractor’s Insurance” 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 C 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.



“Force Majeure” shall have the meaning set forth in Section 4.05 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 by the Polk County Board of County Commissioners on
December 20, 2006.



“Lender” means any person or entity that lends or invests money or provides other financial
assistance (e.g., bond financing) in connection with the ownership, construction, operation or
maintenance of the Poinciana Toll Road, or otherwise for the purpose of financing the Owner’s
obligations under this Agreement.



“Mitigation Credits” means the Federal and state environmental mitigation credits acquired by
the Owner in connection with the Mitigation Work.



“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 and/or compensation required by the
Florida Department of Environmental Regulation, Southwest Florida Water Management District, South
Florida Water Management District, Florida Fish and Wildlife Conservation Commission, United States
Environmental Protection Agency, Army Corps of Engineers and United States Fish and 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.



“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 amended from time to time.



“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, 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.



(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.

3


(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 Florida corporation 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.



(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.



(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 complete acquisition of the right of way for 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

4


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 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.



(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 Polk Project Area 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
right-of-way utilization permits; at owners discretion, acceleration of the expansion project and
other approvals necessary or required for the construction activity contemplated within the Polk
Project Area sections in connection with the Expansion Project to the extent that Polk County has
jurisdiction over such right-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 and Osceola County shall
convey to Polk County any and all of the rights-of-way within the Polk Project Area then owned 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, upon acceptance of
the Polk Project Area of the Poinciana Parkway for maintenance purposes, it will 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 and will not
impose tolls on the Polk Project Area.



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.



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 have been developed substantially in accordance with the
Design Criteria and have been signed, sealed and certified by the professional engineer, surveyor
or architect who prepared such materials. The final construction plans (100%) are being reviewed by
Polk County.



(B) Based upon the advice of the Project Engineer, the Owner has obtained the 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, approvals or modifications, 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 use all commercially reasonable efforts to 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, subject only to
Force Majeure.



(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 Owner, 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 December 31, 2011 (the “Completion Date”), subject
however to the provisions of Section 4.05 hereof. 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 (or in the alternative, Owner may
implement an Owner controlled insurance program to provide) such insurance (the “Contractor’s
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 construction of improvements to Poinciana
Parkway in the Polk Project Area, regardless of whether such construction is performed by the
Contractor, a subcontractor or anyone directly (or indirectly) employed by any of them, anyone with
whom any of them are in privity of contract or for whose acts any of them may be liable:



(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 Contractor’s 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 as set forth below.



(C) Unless otherwise approved by the Polk County Risk Management Director, the Contractor’s
Insurance shall be written for not less than the following limits of liability:



(1) Commercial General Liability




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




Property Damage $2,000,000 General Aggregate Limit




$2,000,000 Products and Completed Operations
Aggregate Limit



(2) Business Automobile Liability




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




$1,000,000 Each Occurrence Limit




(b) Property Damage $500,000 Each Occurrence Limit




or




(c) Bodily Injury & $1,000,000 Each Occurrence Combined




Property Damage Single Limit



(D) Contractor’s 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.



(E) The Owner shall furnish evidence of such Contractor’s 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 other than as a
result of claims without first giving Polk County and Osceola County thirty (30) days prior written
notice of such proposed action.



(F) The Owner shall, at all times during the operation of the Poinciana Toll Road, maintain in
full force and effect, at its own cost and expense, a general 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 general liability insurance policy shall be in a form reasonably
satisfactory to Polk County, through its County Attorney, 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 Six Million Dollars
($6,000,000) for personal injury, death or property damage resulting from any one occurrence, with
aggregate limits of at least Ten Million Dollars ($10,000,000). Limits may be obtained through the
use of primary and excess policies. The policy shall contain a provision that written notice of
any cancellation or reduction in coverage be delivered to Polk County at least thirty (30) days in
advance of the effective date of cancellation. Each dollar amount provided for in this subsection
(F) 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.



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 “Force Majeure” shall mean any act, event or circumstance 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,
inability of the Owner to obtain financing for acquisition, development and construction of the
Poinciana Parkway on commercially reasonable terms, failure of any Lender to perform or fund in
accordance with its commitment or loan documents benefiting the Owner for any reason outside of the
control of the Owner and governmental actions. Without limiting the foregoing, the term “Force
Majeure” expressly includes failure of the Owner, after using commercially reasonable efforts, to
obtain a loan secured solely by the Poinciana Toll Road and its future revenues with commercially
reasonable terms, in order to commence construction of the Poinciana Parkway. Commercially
reasonable terms shall mean a loan with no more than an eight percent (8%) annual interest rate or
alternatively, an interest rate of 400 basis points over LIBOR, a minimum term of 24 months and
principal and interest due at the end of the term.



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 Force Majeure, give written notice to the other party describing the circumstances
and Force Majeure preventing continued performance of the obligations of this Agreement.



ARTICLE V




DEFAULTS AND REMEDIES




SECTION 5.01. OWNER’S EVENTS OF 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 taking into account any extension for Force Majeure.



(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 when made.



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



SECTION 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 and Lender 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 or Lender 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 termination of this Agreement or waiver of
such Owner Default.



SECTION 5.03. POLK COUNTY’S EVENTS OF 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 when made.



SECTION 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 an
“Polk County Default,” and the Owner, as its sole and exclusive remedies, shall be entitled to
termination of this Agreement or waiver of such Polk County Default.



SECTION 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 therefore 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.



SECTION 5.06. LENDER PROVISIONS. Notwithstanding any other provision hereof to the contrary,
Polk County and the Owner agree as follows:



(A) Each Lender shall provide its notice information to Polk County and the Owner. Thereafter,
all material notices under this Agreement, including notices with respect to any defaults under
this Agreement, shall also be sent to each Lender.



(B) Each Lender shall have the same opportunity to cure any default as the Owner and Polk
County agrees not to terminate this Agreement until Polk County has given the Lender(s) notice of
its intention to terminate this Agreement and provided the Lender(s) with the reasonable
opportunity to cure such default as set forth herein. Any performance by the Lender(s) of the
obligations of the Owner shall not be deemed to be an assumption by the Lender(s) of the
obligations of the Owner hereunder. During such cure period, Polk County agrees to give the
Lender(s) access to the Poinciana Toll Road as is otherwise provided to the Owner prior to any
default.



(C) If so requested by the Lender(s), Polk County will deliver an estoppel letter from time to
time to Owner and Lender(s), in form and substance reasonably satisfactory to Polk County and to
the Lender(s), certifying as to whether this Agreement remains in effect and whether any claims for
non-performance or breach have occurred and are continuing. Polk County also agrees to enter into
an agreement with the Lender, if requested by the Lender, setting forth the terms of this Section
5.06.



(D) In the event a Lender (or an entity designated by a Lender that otherwise satisfies the
requirement of Section 6.11 (D) (3) at the time of the applicable transfer) becomes the owner of
the Poinciana Toll Road by foreclosure or otherwise, the Lender or such entity shall have all of
the privileges and obligations of the Owner under this Agreement.



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.



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 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:



	 	 	 	 	 
	Polk County:
	 	Mr. Michael Herr
	 
	 	County Manager
	 
	 	330 West Church Street
	 
	 	Drawer PW02
	 
	 	Bartow, FL 33831-9005
	With a copy to:
	 	Michael Craig, Esquire
	 
	 	County Attorney
	 
	 	330 West Church Street
	 
	 	Drawer PW02
	 
	 	Bartow, FL 33830
	Osceola County:
	 	Mr. Michael Freilinger
	 
	 	County Manager
	 
	 	1 Courthouse Square, Suite 4700
	 
	 	Kissimmee, FL  34741
	With a copy to:
	 	Jo Thacker, Esq.
	 
	 	County Attorney
	 
	 	1 Courthouse Square, Suite 4700
	 
	 	Kissimmee, FL  34741
	Owner:
	 	Avatar Properties Inc.
	 
	 	201 Alhambra Circle
	 
	 	Coral Gables, FL 33134
	 
	 	Attention: General Counsel
	With a copy to:
	 	Julie Kendig-Schrader, Esq.
	 
	 	Greenberg Traurig, P.A.
	 
	 	450 South Orange Avenue, 6th Floor
	 
	 	Orlando, FL 32801
	Lender:
	 	 	—	 
	 
	 	 	—	 
	 
	 	 	—	 
	With a copy to:
	 	 	—	 
	 
	 	 	—	 
	 
	 	 	—	 






Any of the above 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.



SECTION 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.



SECTION 6.11. ASSIGNMENT.



(A) Avatar has established Poinciana Parkway Company, LLC (the “PPC”), a single purpose entity for
the purposes of owning and operating the Poinciana Toll Road. Avatar has or will cause the Avatar
Parcels, Mitigation Credits, Mitigation Sites, Poinciana Parkway Permits and all other assets
(collectively referred to as the “Assets”) held by Avatar for the ownership, operation,
construction and/or maintenance of the Poinciana Toll Road to be conveyed/transferred/assigned to
the PPC, whereby the PPC will become the owner under this Agreement. Notwithstanding the
foregoing, upon such transfer and assignment, the PPC may at any time convey the Assets back to
Avatar and Avatar will become the owner hereunder. 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

5


constitutes good, sufficient and valuable
consideration for the assumption by Avatar Properties Inc. of its obligations hereunder.



(B) Avatar Properties Inc. or the PPC 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. No
such assignment shall become effective unless (1) the proposed assignee is 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 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. Nothing contained in
this Agreement is intended or shall be construed as creating or conferring any rights, benefits or
remedies upon, or creating any obligations of the parties hereto toward, any person or entity not a
party to this Agreement, except rights expressly contained herein for the benefit of the Lender(s).



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.



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.



[Signatures begin on following page]




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.



(SEAL)



	 
	POLK COUNTY, FLORIDA







	 
	By: /s/ SAM JOHNSON

Chair

Board of County Commissioners

BOCC 8/6/08 N. 47







ATTEST:


Richard M. Weiss, Clerk to the Board



	 	 	 
	/s/ FREDA L. WADE

By: Deputy Clerk

	 	

Reviewed as to form and legal sufficiency






/s/ LINDA McKINLEY


County Attorney’s Office


Date 8/1/08



6




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



	 	 	 
	 	 	AVATAR PROPERTIES INC.
	WITNESSES:

/s/ OHILDA V. GILBERT

Name: Ohilda V. Gilbert

	 	By: /s/ PATRICIA K. FLETCHER

Name: Patricia Kimball Fletcher

Title: Executive Vice President
	 

	 	

	/s/ NORA E. SANCHEZ

Name:_Nora E. Sanchez

	 	



	 

	 	







7




STATE OF FLORIDA


COUNTY OF POLK



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



WITNESS my hand and official seal, this 6th day of August, 2008.



	 	 	 
	
 
	 	/s/ SHARON F. AHERN
	
 
	 	 
	
 
	 	Notary Public

State of Florida
	My commission expires:November 24, 2011

	 	Commmission No. DD 726258






8




STATE OF FLORIDA


COUNTY OF MIAMI-DADE



The foregoing instrument was acknowledged before me by Patricia Kimball Fletcher, as Executive
Vice President of Avatar Properties Inc. on behalf of said corporation. She is personally
known to me or has produced      N/A     (type of identification) and did (did not)
take an oath.



WITNESS my hand and official seal, this 29th day of July, 2008.



	 	 	 
	
 
	 	/s/ MARIBEL G. PILA
	
 
	 	 
	
 
	 	Notary Public

State of Florida
	My commission expires:Oct. 20, 2010

	 	Commmission No. DD 594512






9




APPENDIX A




POINCIANA PARKWAY




MAP OF POINCIANA PARKWAY AND SURROUNDING AREAS




10




APPENDIX B




ACCESS MANAGEMENT PLAN




(Map of Poinciana Parkway depicting Access Points)




11




APPENDIX C




DESIGN CRITERIA




ROADWAY DESIGN CRITERIA




POINCIANA PARKWAY/MARIGOLD AVENUE




FROM US 17/92 TO CYPRESS PARKWAY




OSCEOLA & POLK COUNTIES




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Criteria	 	 	 	 
	                   	 	Design Element	 	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

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 91:250)



	 	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



	 	 











12




ROADWAY DESIGN CRITERIA

POINCIANA PARKWAY/MARIGOLD AVENUE

FROM US 17/92 TO CYPRESS PARKWAY

OSCEOLA & POLK COUNTIES

(Continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Criteria	 	 	 	 
	                 	 	Design Element	 	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 clearance

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 Maual of Uniform Minimum Standards for Design, Construction, and Maintenance for Streets
and Highways, May 2005



13




FDOT Plans Manual, Volume 1, English, Revised January 1, 2005




APPENDIX D




CERTIFICATE OF LIABILITY INSURANCE





14